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 Japaneseoriginal, the original shall prevail. The Company assumes no responsibility for this translation orfor direct, indirect or any other forms of damages arising from the translation.
(Stock Exchange Code 6652)

IDEC CORPORATIONNOTICE OF
THE 75TH ANNUAL GENERAL MEETING OF
SHAREHOLDERS
1. Date and Time:

Friday, June 17, 2022 at 10:00 a.m. Japan time
(The reception is scheduled to start at 9:00 a.m.)

2. Place:

2F Hall at the Head Office of the Company located at
2-6-64 Nishimiyahara, Yodogawa-ku, Osaka

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
75th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the
Accounting Auditors and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 75th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Partial Amendment to the Articles of Incorporation
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:

Election of Six (6) Directors (excluding those who are Audit and Supervisory
Committee Members)
Election of Three (3) Directors who are Audit and Supervisory Committee
Members
Delegation to the Board of Directors of the Company of Determination of
Matters Regarding Subscription of Stock Acquisition Rights to be Issued as
Stock Options

To Shareholders
We aim to realize safety, security, and well-being* of people all over the world by creating the optimum
environment for humans and machines.
We would hereby like to express our appreciation for your continued support and patronage.
In 2019, IDEC established "The IDEC Way" as a new philosophy to become a truly global company and toachieve sustainable growth toward its 100th anniversary. "The IDEC Way" consists of the three elements of
Vision, Mission and Core Values. As its most important foundation, we have positioned and inherited thefounding philosophy of "Management with respect for humanity."
As COVID-19 continues to spread around the world, the pace of change in people's ways of working andlifestyles is accelerating. In terms of sustainability, we are also making progress in addressing climate change
on a global scale, and solving social issues through our business activities has become an importantmanagement issue.
To create the optimum environment for humans and machines and realize safety, security, and well-being ofpeople all over the world. This is our philosophy that has not changed since the foundation. IDEC promotes
initiatives to create a society where everyone can live healthily, happily, and in a lively way.
May 27, 2022
* Well-Being is the concept of being in a good physical, mental, and social condition where individual rights and self-realization
are guaranteed.

The IDEC Way
Vision ----------------------- The future we are aiming for.
Pioneer the new norm for a safer and sustainable world.
Pioneer the new norm for a safer and sustainable world.
Mission --------------------- Our mission
To create the optimum environment for humans and machines.
To create the optimum environment for humans and machines.
Core Values ---------------- Values we should share-1-

Aiming to improve the well-being of all people
Corporate management has changed from an era when we worked to expand sales, profits, and scale to an era
when we consider social responsibility, the environment, and the safety, health, and well-being of working
people in order to realize a sustainable society.
The first step to improving well-being is ensuring the safety of employees. There are causes for all accidents
such as injuries and illnesses in the workplace, and it is essential to build a preventive culture that preventsaccidents from occurring by removing the causes.
Since its foundation, the IDEC Group has contributed to the creation of a safe and comfortable environment ina global society by providing products that protect people's lives and a variety of control instruments thatenable efficient and rational innovation of work and realize safety and security in the workplace.
By creating the optimum environment for humans and machines, we will continue to promote initiatives
aimed at improving the well-being of our employees as well as society as a whole.
Chairman and Chief Executive Officer: Toshiyuki Funaki-2-

(Stock Exchange Code 6652)
May 27, 2022
To Shareholders with Voting Rights:
2-6-64 Nishimiyahara, Yodogawa-ku, Osaka
IDEC CORPORATION
Toshiyuki Funaki
Chairman and Chief Executive Officer

NOTICE OF
THE 75TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 75th Annual General Meeting of Shareholders of IDEC CORPORATION (the “Company”) will beheld for the purposes as described below.
You may exercise your voting rights by document or via the Internet. Please examine the attached
Reference Documents for the General Meeting of Shareholders, and exercise your voting rights inaccordance with the guidance on Page 5.
1. Date and Time:

Friday, June 17, 2022 at 10:00 a.m. Japan time
(The reception is scheduled to start at 9:00 a.m.)

2. Place:

2F Hall at the Head Office of the Company located at
2-6-64 Nishimiyahara, Yodogawa-ku, Osaka

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
75th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the
Accounting Auditors and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 75th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Partial Amendment to the Articles of Incorporation
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:

Election of Six (6) Directors (excluding those who are Audit and Supervisory
Committee Members)
Election of Three (3) Directors who are Audit and Supervisory Committee
Members
Delegation to the Board of Directors of the Company of Determination of
Matters Regarding Subscription of Stock Acquisition Rights to be Issued as
Stock Options-3-

□ Matters concerning Reference Documents for the General Meeting of Shareholders and the
Appendix to the Convocation Notice:In accordance with the provisions of laws and Article 15 of theCompany’s Articles of Incorporation, the following items in the
Appendix to this Convocation Notice are posted on the Company’s
website (https://jp.idec.com).
1. “Matters concerning stock acquisition rights of the Company”,“Matters concerning Accounting Auditors”, and “Matters concerning
establishment of the system to ensure the appropriateness of business
operations, and the operational status of the said system” of theBusiness Report.
2. “Consolidated statements of changes in shareholders’ equity” and“Consolidated notes” of the consolidated financial statements.
3. “Non-consolidated statements of changes in shareholders’ equity”
and “Non-consolidated notes” of the non-consolidated financial
statements.
The Business Report, the consolidated financial statements and the nonconsolidated financial statements, which have been audited by Audit
and Supervisory Committee and the accounting auditor when preparing
the respective audit reports, include the above 1. to 3. in addition to the
Appendix to this Convocation Notice.
If any revisions are made to the Reference Documents for the General
Meeting of Shareholders, the Business Report, the consolidated
financial statements, and the non-consolidated financial statements,
such revisions will be posted on the Company’s website as mentioned in
the above.

-4-

Guidance on the Exercise of Voting Rights
A voting right at the Annual General Meeting of Shareholders is an important right for shareholders toparticipate in the management of the Company. We would like you to exercise your voting right byusing one of the following three methods after referring to the Reference Materials for the Annual
Shareholders’ Meeting.
- If you attend the meeting, you are not required to follow the procedures to exercise your voting
rights by postal mail or via the Internet.
- If you have exercised your voting rights in duplicate by mail and via the Internet, the vote via theInternet will be treated as valid.
- If you have exercised your voting rights multiple times via the Internet, the last vote will be deemedvalid.
1. In case of attending the Annual General Meeting of Shareholders
Please submit the Voting Form to the receptionist at the meeting. You are also requested to bring thisConvocation Notice with you.
Date and time of the Annual General Meeting of Shareholders:
10:00 a.m. on Friday, June 17, 2022
(The reception is scheduled to start at 9:00 a.m.)
2. In case of mailing by postal mail the Voting Form
Please post the Voting Form indicating whether you are for or against each of the agenda items.
Exercise deadline:
Required to arrive by 5:15 p.m. on Thursday, June 16, 2022
3. In case of exercising voting rights via the Internet
Please indicate whether you are for or against each of the agenda items on the Voting Rights Exercise
Website (https://www.web54.net).
Exercise deadline:
Required to be submitted by 5:15 p.m. on Thursday, June 16, 2022

-5-

Initiatives for Sustainability
Strengthening of sustainability measures to achieve a sustainable society and enhancement of corporate
value
Toward the realization of the Paris Agreement adopted in 2015, global efforts are underway to achieve carbon
neutrality by 2050. In order for companies to achieve sustainable growth, we believe it important to contributeto society by solving social issues such as climate change through business.
Based on “The IDEC Way,” the IDEC Group has designated the IDEC Group Code of Conduct, the CSR
Charter, and the Ten Principles of the UN Global Compact as important guidelines, and is working to achieve
the Sustainable Development Goals (SDGs) by resolving social issues through its business activities. In
addition, the CSR Committee, established in 2018, plays a central role in promoting sustainable activities.
In order to further strengthen our environmental measures, we established the Environment Promotion Officein 2021 and appointed the Senior Executive Officer as the officer in charge of the environment. We have also
expressed our support for Task Force on Climate-related Financial Disclosures (TCFD). From the fiscal year
ending March 2023, we conducted scenario analysis of climate-related risks and opportunities in line with the
TCFD guidance, and now we have decided to disclose information based on the TCFD recommendations.
On the social front, we are actively promoting decent work. We are working to create a comfortable work
environment where a wide variety of human resources can play an active role regardless of gender or
nationality, and to prevent overwork. We are also focusing on the development of human resources. Based on
the results of the employee awareness survey, we introduced a new personnel system in April 2022 to clarify
our career plan, improve the job satisfaction and motivation of our employees, and develop human resources
with expertise.
In terms of governance, we have revised the IDEC Corporate Governance Policy to further strengthen
governance in order to meet higher governance standards expected in the Prime Market. In April 2021, weestablished the Nominating Committee as an advisory body to the Board of Directors, and established asystem to determine with objectivity and independence the nomination of candidates for Directors anddevelopment plans for next-generation executive candidates. In addition, since 2022, we have placed
importance on transparency and efficiency in our management at all times by having a third-party
organization conduct effectiveness evaluations.

-6-Systems for promoting sustainability
We have established the CSR Committee as a body to formulate the IDEC Group's action policies. With the
President as its chair, we are promoting CSR activities continuously under the umbrella of the CSR
Committee by setting the five areas consisting of ESG plus safety and quality, the core of the IDEC Group asa manufacturer creating safety, as the CSR priority areas. The CSR Committee meets twice a year, and theimportant matters discussed are reported to the Management Committee and the Board of Directors asnecessary and supervised.
IDEC has formulated a medium-term CSR plan for the period up to 2025, established SDGs to be targeted,
and launched a five-year plan. Since the 8th CSR Committee meeting (October 2021), managers of majorGroup companies, including those overseas, have participated in the meetings to exchange information on the
progress of important initiatives. In this committee, important matters related to CSR and CSV are decided,
discussed and reported to the Board of Directors, and approved matters are communicated to each employee
through the CSR Leaders (division heads) to link them to CSR promotion activities.

-7-

Initiatives for Climate Change Based on TCFD Recommendations
Since its establishment in 1945, the IDEC Group has been conscious of environmental considerations through"Save all" and "Pursuit of saving." Since the establishment of "The IDEC Way" in 2019, we have beenpromoting corporate management that emphasizes reducing the environmental impact and environmental
issues through the realization of safety, security and well-being. We position addressing climate change, which
is currently a major global social issue, as one of the most important problems at IDEC, and we aim to realize
a sustainable society by promoting various initiatives.
With such background, in May 2021 we announced our support for the Task Force on Climate-related
Financial Disclosures (TCFD) and joined the TCFD Consortium. With regard to the four requirements(Governance, Strategy, Risk Management, Metrics and Targets) based on the TCFD recommendations, wehave been making preparations based on the scenario analysis steps presented by the Ministry of theEnvironment, and from the fiscal year ending March 2023, we have disclosed information related to ourefforts to address climate change in accordance with the TCFD guidance. We will continue to improve thedisclosure of information in order to realize a more environmentally conscious management and a sustainable
society.
■Governance
The Environmental Management Committee, an expert subcommittee of the CSR Committee chaired by the
Chief Executive Officer, takes the lead in disclosing climate-related financial information. The Environmental
Management Committee holds a monthly meeting under the Managing Executive Officer in charge of theenvironment. The Environmental Promotion Office, which was established in October 2021 to strengthen
environmental initiatives, also participates in the Committee's activities.
Decisions made by the Committee are submitted to the Management Committee to determine policies, which
are then reported to the Board of Directors.
Governance system to address climate change
Name

Overview

Number ofmeetings held*More than 7times a year

Board of Directors

Oversight of key issues related to climate changeManagement Committee

Decision of matters of importance related to climate change*More than 8times a year

CSR Committee

Decision of matters of importance related to climate change andsubmission of the matters to the Management Committee

Twice a year

Environment Management
Committee

Management of climate-related opportunities

Once a month

Risk Management Committee

Management of climate-related risks

Twice a year

Officer in charge

Managing Executive Officer in charge of environment

Corporate Strategy Planning Department, Environmental Promotion Office, Accounting
Department, CSR Office, Personnel and General Affairs Department*The CSR Committee decides and oversees matters to be submitted twice a year
Department in charge

Process of disclosure of climate-related financial information

1. Selection of scenario
Based on IDEC's current status and future objectives, adopt two scenarios respectively for transition risk and physical risk
2. Identification of climate-related risks and opportunities
Analyze scenarios, identify and organize climate-related transition and physical risks, and opportunities
3. Assessment of business impact and determination of importanceAnalyze and assess the business impact of risks and opportunities, and determine their importance
4. Consideration and reflection of countermeasures
Consider measures to address risks and opportunities according to importance, make recommendations to business plan, andreflect them in metrics and targets-8-Strategy: Selection of scenario
In order to evaluate the impacts of climate-related risks and opportunities, we selected official scenarios fortransition risk and physical risk based on the assumption that the average temperature rise in the 2030 society
would be kept below 2°C compared with the pre-Industrial revolution and that the temperature rise would
continue as global warming countermeasures would remain as an extension of the current measures.
Transition risk scenario●Sustainable Development Scenario (SDS)● Stated Policies Scenario (STEPS)*Both are IEO/WEO
Physical risk scenario● ICPP RCP2.6 (2°C Scenario)● ICPP RCP8.5 (4°C Scenario)■Strategy: Risks and Opportunities
Based on the assumed scenarios, the Environmental Management Committee examined the risks andopportunities of climate change. The Committee categorized and identified transition risk, physical risk, andtransition opportunities, analyzed their business impacts and durations, evaluated critical items, and mapped
the results of the analysis.
At present and in the short term, these risks do not have a material impact on our business. However, we will
aim to become a more resilient company and reflect transition opportunities in our business strategies bysystematically implementing medium- to long-term measures to address risks.
Reduction of CO2 emissions
Down 24%

Medium-term goals (by the fiscal year ending March 2025)
Reduction of industrial waste
Cumulative ratio of environmentally friendly products
Down 24%
to new products
Up 60% or more
Compared with the fiscal year ended March 2020

■Risk Management
The results of identification of climate change risks and opportunities and the risk items that are evaluated asimportant in the mapping are integrated and managed in the IDEC Group's risk map. In addition, they arereflected in the risks and opportunities for the materiality environment. The Environmental Management
Committee evaluates important items of risks and opportunities in consideration of both the likelihood anddegree of impact.
In particular, the Environmental Promotion Office develops risk management items related to the environment
in the annual risk management table, establishes performance indicators, and reports the achievement status to
the Risk Monitoring Subcommittee.
■Metrics and Targets
Under the medium-term management plan, we aim to reduce CO2 emissions by 24% in Scope 1 and Scope 2
by the fiscal year ending March 2025 and by 50% by the fiscal year ending March 2031 (compared with thefiscal year ended March 2020).
For Scope 3, we began calculating upstream (Category 1–7) emissions in Japan in the fiscal year ended March
2021. We will expand the scope of calculation to Scope 3 downstream (Category 8–15) by the fiscal year
ending March 2024, and are now preparing for disclosure in 2024. At the same time, we are sequentiallyexpanding the disclosure on a global basis.
We are scheduled to disclose CO2 emissions for the fiscal year ended March 2022 in the fiscal year ending
March 2023. We aim to reduce industrial waste by 24% by the fiscal year ending March 2025 (compared withthe fiscal year ended March 2020).
Other metrics we would like to work on by setting targets include the introduction of renewable energy, theratio of environmentally friendly products to new product launches, ISO 14001 compliance at all global sites,
internal carbon pricing, and consideration of international disclosure standards.

-9-

Environment Toward sustainable measures for climate change
All production sites, including those overseas, have acquired ISO 14001 certification and begun
environmental management for the entire IDEC Group. We have set environmental targets to reduce CO2
emissions by 24% in Fiscal 2025, 50% in Fiscal 2031, and 100% in Fiscal 2051 (compared with Fiscal 2020)
as part of our efforts to address climate change. We are increasing the number of solar power generation
facilities and expanding the scope of calculation for greenhouse gas emissions (Scope 3).
Even more environmentally friendly products
We have established an even more environmentally friendly product certification system to certify productswith reduced environmental impact. We have set development and sales targets to promote the spread ofconforming products by putting environmental labels on products that meet our standards.
Measures to reduce CO2 emissions
We plan to install solar power generation facilities on the premises of all domestic plants by Fiscal 2025. We
will ensure 10% of the electricity used comes from in-house power generation, and introduce CO2-freeelectricity to reduce the use of electricity using petrochemical fuels.
Reduction of industrial waste
We are focusing on reducing waste plastics. We are implementing measures such as converting waste tovaluable materials, expanding the number of parts subject to in-house recycling, and minimizing parts in thedesign phase, etc.
Environment CO2 emissions (IDEC only)
4,420 t-CO2 Down 236 t-CO2 compared with theprevious period

Environment Waste volume (IDEC only)
237 t Down 23 t compared with the previous period

CO2 emissions (t-CO2)
Intensity (kg-CO2/million yen)

Waste volume (tons)
Waste volume intensity (kg/million yen)*Some of the data for past fiscal years has been corrected.

*Some of the data for past fiscal years has been corrected.

- 10 -

Society To solve social issues and make a comfortable workplace for employees
In response to the COVID-19 pandemic, we are promoting a variety of workstyles, including working from
home, staggered commuting, and direct commuting, with the aim of realizing decent work that makes it easy
to balance work and family. We are also promoting CSR procurement (responsible procurement activities withconsideration for sustainability) in cooperation with suppliers in response to social demands.
Promotion of diversity
We are working to create opportunities and environments where diverse human resources can demonstrate
their individuality and abilities regardless of gender, age, nationality or values. We provide training to promote
understanding of LGBT and hold seminars to promote the active participation of women in the workplace for
officers and executives.
Promoting employees’ well-being
We have established a system to maintain and promote the safety and health of our employees and havecreated a safe and healthy working environment. In Fiscal 2022, we will set up a clinic in our head office tofurther promote well-being.
Procurement activities undertaken with suppliers
We have established the IDEC Group “CSR Procurement Guidelines” and “Green Procurement Guidelines,”
and are working with our suppliers on procurement activities that take into account social responsibilities suchas human rights, the working environment, and the global environment.
Society Ratio of overseas employees
Society Number and ratio of women in management
69% Down 3 % compared with the previous period positions (IDEC only)
6.62% Up 2.30% compared with the previous period
Number of women in management
positions (employees)
Ratio of women in management
positions (%)

Ratio of employees by region (as of March 31, 2022)

Japan

3,328
employees(Europe, Middle East,
Africa)(China, Taiwan, Hong Kong)- 11 -* Including leader positions
with subordinatesGovernance Aiming to further strengthen the governance system
We are promoting the strengthening of our governance system to ensure the transparency and efficiency ofmanagement for our stakeholders, including our shareholders. We have started establishing a "Global Hotline"that allows our Group companies to report directly to the point of contact for reporting at the head office, andare introducing it in each region. We have also established the Nominating Committee to select candidates fornext-generation executives and to promote development plans.
Evaluation of the effectiveness of the Board of Directors
In order to improve the effectiveness of the Board of Directors, we have been conducting evaluations of all
directors except the President using a questionnaire every year since the 69th period. Since the 75th period,
we have also conducted a questionnaire survey by a third party and analyzed the results, reported the results to
the Board of Directors, shared issues, and continued efforts to make improvements.
Development of next-generation executive candidates
Increase of opportunities to review medium- to long-term management strategies
Strengthening of transparency, efficiency, and monitoring capabilities in management
Understanding of the details of communication with shareholders and investors

Challenges in the 75th
period

Initiatives in the 75th
period Establishment of the Nominating Committee and submission of opinions to the next-generation
development plan, increase of opportunities for contact, such as interviews with executive
candidates
 Discussion and exchange of opinions on medium- to long-term strategies at exchange meetings
for outside officers
 Selection of highly specialized candidates for Directors for the next fiscal year in order tostrengthen monitoring capabilities
 Enhancement of feedback to the Board of Directors regarding communication withshareholders and investors, including briefing sessions

Results of third-party
evaluations in the 75th
periodThe evaluation of the composition and discussions of the Board of Directors, including thediversity of its members and the free and constructive exchange of opinions during the meetings,
exceeded the average of other companies. The overall evaluation was generally positive, and wehave concluded that the effectiveness of the Board of Directors was secured.
Meanwhile, future issues for further improvement of effectiveness were identified, such as
operation of the Nominating Committee established last year, activation of ESG-related
discussions, and discussions based on dialogue with shareholders and investors.

 Further enhancement of discussions at the Board of Directors, such as reviewing initiatives on
ESG issues and business portfolios, conducting active discussions on the design ofremuneration systems, and conducting discussions based on dialogue with shareholders andFuture issues based on theinvestors
evaluation results for the  Formulation and implementation of succession plans, including appropriate nomination
75th period
processes based on skill matrices and sufficient deliberation to develop selection criteria
 Enhancement of the performance of outside directors by further facilitating the exercise of thesupervisory function of outside directors and encouraging communication between outside
directors and inside directors- 12 -

Organizational chart for corporate governance (Organizational chart after the approval of Proposal 2 and Proposal 3)
General Meeting of Shareholders(Majority of members are outside
directors)
Directors●

Audit and Supervisory
Committee

Board of Directors

Nominating Committee

InsideInsideInsideOutside Outside Outside

Directors (excl. Supervisory Committee Members)

Recommendation

Appointment of Representative Director by
the Board of Directors●

Appointment/
Dismissal

Appointment/Dismissal

Appointment/Dismissal

OutsideAudit/
Supervision

Audit by the Supervisory Committee

OutsideOutsideDirectors (Audit and Supervisory
Committee Member)

ReportingAccounting Auditor
Cooperation

Cooperation
Instruction

Accounting
auditsCooperation

Execution of Business

Internal Auditing
Department

Management Committee

Instruction

President

Reporting
CSR Committee (Chairman: President)

Executive Officers Committee

Secretariat (CSR Office)Environment
Management Committee

Social Contribution
Committee

Risk Management
Committee

Safety Promotion
Committee

Auditing

Quality Management
Committee

Administrative divisions, sales divisions, business divisions, and Group companies

Activities of voluntarily established organizations
Nominating Committee

CSR Committee

Environment Management
Committee

Social Contribution
Committee
Risk Management
Committee
Safety Promotion
Committee
Quality Management
Committee

As an advisory body to the Board of Directors, the majority of whose members are outside
directors, the Nominating Committee enhances corporate governance by strengthening
objectivity and independence in the nomination of candidates for Directors and developmentof next-generation executive candidates.
An organization consisting of five expert committees chaired by the President and engaged informulation of CSR activity policies. The CSR Committee determines important mattersrelated to CSR and CSV, discusses and reports such matters to the Board of Directors, andcommunicates approved matters to each employee.
With environmental conservation as the top priority, the Environment Management
Committee is working to realize a low-carbon, recycling-oriented society by facilitating
environmental activities, promoting the development of even more environmentally friendly
products, and actively disclosing environmental information to stakeholders, etc. in the IDECGroup.
By supporting social contribution activities (CSV) through business and promoting voluntarysocial contribution activities by employees, the Social Contribution Committee continuously
implements activities that address social issues and strives to build good relationships withsociety.
The Risk Management Committee strengthens the IDEC Group's overall risk management
system and whistleblowing system and develops BCPs, ensuring management transparency
and efficiency and promoting a governance system.
Aiming to become a company that pursues and realizes the world's highest level of safety,
security, and well-being, the Safety Promotion Committee develops and disseminates
advanced safety equipment, safety systems, and safety standards, and promotes overall safety
and health activities of the IDEC Group, etc.
By promoting quality management in the IDEC Group, the Quality Management Committee
aims to provide high-quality products to society and realize a safe and secure society.

- 13 -

Safety Realization and pursuit of safety, security and well-being
As a company that develops and provides products that protect people's lives, we are promoting initiatives toimprove the safety, security, and well-being of all people in order to promote the creation of a safe andcomfortable environment on a global basis.
Creating well-being for workplaces around the world
We provide a variety of control instruments to realize safety and security in the workplace and promote the creation of asafe and comfortable environment on a global basis.
Establishment and expansion of occupational health and safety management systems
We were one of the first to acquire ISO 45001 certification, the international standard for occupational health and safety
management systems, and have acquired certification at five business sites in Japan.
Influencing the world through international standardization and rule-making
We participate in international safety standardization activities and make industry-leading proposals. We are also working
to develop new personnel certification standards and standards for coordinated safety, etc.

Safety Cumulative number of safety and explosion- Safety Qualifications to measure level of knowledge
proof seminars held (IDEC only)
about safety and ability to design technical systems
1,904 times Up 66 times compared with the previous Number of qualified safety assessors, safety basic assessors, and robotic
safety assessors
period(As of April 2022)

547

Cumulative number of seminars held (times)
Cumulative number of participants (persons)45,554
1,904

Qualification to measure knowledge of and ability topractice occupational safety management for
management systems
Number of qualified safety officers(As of April 2022)

105
We hold safety seminars (online) free of charge so that customers can use safety and explosionproof equipment correctly.

- 14 -

Quality Continuing to be IDEC that is known for high quality
The IDEC Group carries various types of products and services. In order to provide these products andservices to our customers in a safe and secure manner, we are engaged in manufacturing based on a quality
assurance system in cooperation with Group companies operating globally, and are promoting continuous
improvements to enhance quality.
Establishment of the IDEC Quality Standard
All IDEC Group members have unified the Group's approach to product and service quality in order to fulfill
their responsibility and mission to quality.
Holding of monthly company-wide quality meetings
We hold monthly company-wide quality meetings to strengthen quality assurance and quality improvement
activities at each production site, including overseas, on a global level.
Holding of annual QC circle presentation meetings
In November 2021, we held an online QC circle presentation meeting attended by eight representative circles
from Japan, China and Taiwan, and shared the results of our activities with the entire IDEC Group.
Quality Number of Grade Holders of Quality
Management and Quality Control Examination (QCExam)
675 Up 1 compared with the previous period

Quality Breakdown of Grade Holders of Quality
Management and Quality Control Examination (QC
Exam)

Number of Grade Holders (persons)

Grade 1: 2

Grade Pre-1: 7

Grade 4: 170

675(November
2021)

Grade 2: 68
Grade 3: 428* In Fiscal 2021, the number of Grade 4 or 3 holders decreased, but by continuing QC circle activities and quality control training, the number of Grade 2 holders, people who canresolve and improve quality problems by themselves, increased by 6.

- 15 -

Reference Documents for the General Meeting of Shareholders
Proposal 1: Partial Amendment to the Articles of Incorporation
1. Reasons for proposal
With the amendment provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the"Act for Partial Revision of the Companies Act" (Act No. 70 of 2019) coming into effect on September 1,
2022, the electronic provision system for materials for the Annual General Meetings of Shareholders will be
introduced. Thus, we shall change the Articles of Incorporation as follows.
(1) We shall newly establish Paragraph 1, Article 15 (Measures for Provision by Electronic Means, Etc.) of
the proposed amendment as the Company is required to stipulate in the Articles of Incorporation that it
will take measures for provision by electronic means with respect to information contained in the
Reference Documents for the General Meeting of Shareholders, etc.
(2) We shall newly establish Paragraph 2, Article 15 (Measures for Provision by Electronic Means, Etc.) of
the proposed amendment so that we can limit the scope of matters to be described in the documents to bedelivered to the shareholders who made the request for delivery of written documents to within the scopeprescribed by the Ministry of Justice Ordinance, from among the matters to be provided electronicallywith respect to information contained in the Reference Documents for the General Meeting of
Shareholders, etc.
(3) We shall delete the provision of Article 15 of the current Articles of Incorporation (Online Disclosure andDeemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) as it will nolonger become necessary once the electronic provision system for materials for annual general meetingsof shareholders is introduced.
(4) We will set out supplementary provisions relating to the force and effect of the newly established anddeleted provisions above. These supplementary provisions shall be deleted after the expiration date.
2. Details of amendment
The details of amendment to the Articles of Incorporation are as follows.
Current Articles of Incorporation
Article 15 (Online Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
When convening an annual general meeting ofshareholders, the Company may deem that
information pertaining to matters to be stated orindicated in Reference Documents for the General
Meeting of Shareholders, business report, nonconsolidated financial statements andconsolidated financial statements has been
provided to shareholders by disclosing it throughthe Internet in accordance with the Ministry ofJustice Ordinance.
(Newly established)

Supplementary provisions(Article omitted)(Newly established)(Parts to be amended are underlined.)
Proposed amendment(Deleted)

Article 15 (Measures for Provision by Electronic Means,
Etc.)
The Company shall take measures to provide
electronically the information contained in the
Reference Documents for the General Meetingof Shareholders when calling an Annual General
Meeting of Shareholders.
2 The Company shall not be required todescribe all or part of the matters to beelectronically provided that are prescribed by
the Ministry of Justice Ordinance in the
document to be delivered to the shareholders
who made the request for delivery of written
documents by the record date for voting rights.
Supplementary provisions
Article 1 (As is)
Article 2 The deletion of Article 15 of the Articles ofIncorporation (Online Disclosure and Deemed Provision ofReference Documents for the General Meeting of- 16 -

Current Articles of Incorporation

Proposed amendment
Shareholders, Etc.) and the new establishment of Article 15of the Articles of Incorporation (Measures for Provision by
Electronic Means, Etc.) shall come into effect on September
1, 2022.
2 Notwithstanding the provisions of the preceding
Paragraph, Article 15 of the Articles of Incorporation (Online
Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) shall remainin effect with respect to an Annual General Meeting of
Shareholders which is scheduled to be held on a day within
six months from September 1, 2022.
3 The provisions of this Article shall be deleted on the dayon which six months have elapsed from September 1, 2022,
or on the day on which three months have elapsed from thedate of the Annual General Meeting of Shareholders set forthin the preceding Paragraph, whichever comes later.

- 17 -

Reference: Management system after the approval of Proposal 2 and Proposal 3 (planned)
Candidates for directors (excl. Audit and Supervisory Committee Members ) to be appointed at the General
Meeting of Shareholders

Skills matrix expected of
directors
Toshiyuki Funaki
Reappointment

Mikio Funaki
Reappointment

Takuji
Yamamoto

Hiroshi
Kobayashi

Hideyuki
OhkuboReappointment

Reappointment
OutsideIndependent

Reappointment
OutsideIndependent

●

●

●

●

●

●

Mariko Sugiyama
New
OutsideIndependent

Corporate Management/
Management Strategy●●

Legal Affairs/
Risk Management●●

Personnel Affairs/
HR Development●●

Financial Affairs/
Accounting●●

R&D/Production

●

●

●

Sales

●

●

●

●

●

●

International Business

●

●

●

●

●

●

Industry Expertise

●

●

●

IT Strategy●●

Environmental Measures

●

●

●

●

●
●

- 18 -

Candidates for directors (Audit and Supervisory
Committee Members) to be appointed at the General
Meeting of Shareholders

Board of Directors Composition
Outside ratio: 67%
Inside Directors: 3 pers.
Outside Directors: 6 pers.
Female ratio: 33%
Female Directors: 3 pers.
Male directors: 6 pers.

Skills matrix expectedof directors

Yasuo Himeiwa
Reappointment
OutsideIndependent

Michiko Kanai
Reappointment
OutsideIndependent

Eri NakajimaNew
OutsideIndependent

Corporate
Management/
Management Strategy
Legal Affairs/
Risk Management●●

1 pers.

3 pers.

●

Personnel Affairs/
HR Development
Financial Affairs/
Accounting

1 pers.1 pers.

3 pers.

●7 pers.

1 pers.

R&D/Production

1 pers.

Sales

1 pers.

International Business●Industry Expertise●●

IT Strategy●

Environmental
Measures*indicates areas of particular expectation.

- 19 -

2 pers.

3 pers.

5 pers.
3 pers.

1 pers.

3 pers.

1 pers. 1 pers.

1 pers.

2 pers.

1 pers.

2 pers.

4 pers.

<The policy regarding the independence of an Outside Director>

The Company has positively elected Outside Directors for their high levels of professional knowledge, extensive experience,and views on management and the execution of business. Furthermore, if an outside officer falls under all of the following
items, we consider that he or she is independent:(1) He or she is not an executive officer of our company (including group companies. The same shall apply hereinafter.).
(2) He or she is not an executive officer of a company that has material transactions with our company.
(3) He or she is not an executive officer of a major customer of our company.
(4) He or she is not a consultant or an accounting expert or a legal expert employed by the company who receives a material
sum of money or other assets, with the exception of executive compensation (if it is a group or a party such as acorporation or a partnership, he or she is not a member of such a group or a party).
(5) He or she does not receive material donations or subsidies from our company.
(6) He or she is not a major holder of our company’s shares or an (a major holder) executive officer of the company.
(7) He or she has not fallen under any of the above (1) – (6) for the five years prior to being nominated as a Director.
(8) He or she is not a spouse or a relative within the second degree of kinship of any person who falls under any of the above(1) – (6).

Proposal 2: Election of Six (6) Directors (excluding those who are Audit and Supervisory Committee
Members)
The terms of all five (5) Directors (excluding those who are Audit and Supervisory Committee Members;
the same shall apply hereinafter in this Proposal), Toshiyuki Funaki, Mikio Funaki, Takuji Yamamoto,
Hiroshi Kobayashi and Hideyuki Ohkubo will expire at the conclusion of this Annual General Meeting of
Shareholders. The Company, aiming to improve the Board of Directors’ transparency and further enhance its
supervisory functions, would like to add one (1) Outside Director.
Accordingly, you are requested to elect six (6) Directors (including three (3) Outside Directors). As forthis Proposal, the Audit and Supervisory Committee has judged that all the candidates for Directors are
eligible.
The candidates for Directors are as follows.
(Notes)1. There are no special interests between each candidate and the Company.
2. Ms. Mariko Sugiyama is a candidate for a new Director.
3. Candidates for Directors, Mr. Hiroshi Kobayashi, Mr. Hideyuki Ohkubo, and Ms. Mariko Sugiyama, are candidates for
Outside Director.
4. Candidates for Directors, Mr. Hiroshi Kobayashi and Mr. Hideyuki Ohkubo, are designated as independent officer
required by Tokyo Stock Exchange, Inc., as people who will not have conflicts of interests with general shareholders. The
Company has judged that Ms. Mariko Sugiyama, a candidate for Director, is not likely to cause any conflicts of interest
with general stockholders and that she is independent; therefore, the Company plans to nominate her as such independent
officer.
5. The Company does not have transactional relationships with Honda Motor Co., Ltd., where candidate for Director, Mr.
Hiroshi Kobayashi served as Director, so there is no problem with regards to their independence. The Company has
transactional relationships with Mitsubishi Electric Corporation, where Mr. Hideyuki Ohkubo served as executive officer,
and with Salesforce Japan Co., Ltd., where Ms. Mariko Sugiyama serves as executive officer. However, the Company’stransactions with the companies in fiscal 2021 accounted for less than 1% of consolidated net sales, so there is no problem
with regards to their independence.
6. Candidates for Directors, Mr. Hiroshi Kobayashi and Mr. Hideyuki Ohkubo, are currently Outside Directors of theCompany and Mr. Hiroshi Kobayashi will have served 3 years and Mr. Hideyuki Ohkubo will have served 1 year at theconclusion of this Annual General Meeting of Shareholders.
7. The Company has entered into agreements with candidates for Director, Mr. Hiroshi Kobayashi and Mr. Hideyuki
Ohkubo, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, limiting their liabilities fordamages. Based on these agreements, the maximum amount of liabilities for damages shall be an amount provided by laws
and regulations. Upon election of candidates as proposed, the Company intends to continue this agreement.
8. If candidate for Director, Ms. Mariko Sugiyama, is elected as originally planned, the Company will enter into anagreement with her, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, limiting her
liabilities for damages. Based on this agreement, the maximum amount of liabilities for damages shall be an amountprovided by laws and regulations.
9. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. The said insurance agreement shall compensate for damages
including compensation for damages and legal expenses to be borne by the insureds including the directors of theCompany in the event that they are held liable for damages in the performance of their duties. If each candidate is elected
as Director, each candidate will be insureds in the said insurance agreement. In addition, the Company plans to renew theagreement with details of the same degree at the time of next renewal.

- 20 -

Candidate No. 1 Reappointment
Name:
Toshiyuki Funaki
Date of birth: August 30, 1947
Career summary (positions and responsibilities)
October 1975
Executive Vice President of IDEC CORPORATION (USA)July 1985
Director of the Company
December 1990
Executive Director of the Company
June 1994
Senior Executive Director of the Company
June 1997
Chief Executive Officer of the Company
April 2000
Representative Executive Officer of the Company (to present)
June 2006
Chairman and Chief Executive Officer of the Company (to present)
Nominating Committee Member of the Company (to present)
February 2021
Number of shares of the Company held: 210,040 shares
Attendance at the Board of Directors meeting (FY 2021): 100 % (7/7 times)
Reasons for Nomination of the Candidate for Director
Mr. Toshiyuki Funaki has served as the Chairman and Chief Executive Officer of the Company, and to strive
for the sustained growth as a continuing Company based on his abundant experience and achievements, theCompany has elected him as a candidate for Director as in the previous year in the belief that he would be
best suited to continue in his current position.
Significant concurrent positions
Chairman, CEO, IDEC CORPORATION (USA)
Candidate No. 2 Reappointment
Name:
Mikio Funaki
Date of birth: January 17, 1953
Career summary (positions and responsibilities)
June 1979
Joined IDEC CORPORATION (USA)
June 1991
Vice President of IDEC CORPORATION (USA)
April 1993
Joined the Company
June 1997
Director of the Company
April 1999
Executive Officer in charge of IT of the Company
May 2003
Senior Executive Director of the Company
May 2003
Senior Managing Executive Officer of the Company (to present)
June 2006
Senior Executive Vice President of the Company (to present)
Number of shares of the Company held: 161,143 shares
Attendance at the Board of Directors meeting (FY 2021): 100 % (7/7 times)
Reasons for Nomination of the Candidate for Director
Mr. Mikio Funaki has been engaged in the management of the Company and its Group companies for many
years and has abundant experience and achievements mainly in overseas businesses. The Company has
elected him as a candidate for Director as in the previous year in the belief that his abundant experience andachievements would link to the sustained growth of the Company.
Significant concurrent positions
President, COO, IDEC CORPORATION (USA)- 21 -

Candidate No. 3 Reappointment
Name:
Takuji Yamamoto
Date of birth: November 26, 1949
Career summary (positions and responsibilities)
September 1995
Vice President of OMRON MANAGEMENT CENTER OF EUROPE
June 2001
Executive Officer of OMRON CORPORATION
April 2003
Division General Manager in charge of Industrial Products of OMRONCORPORATION
June 2005
Senior Executive Officer of OMRON CORPORATION
April 2009CEO of OMRON MANAGEMENT CENTER OF AMERICA, INC.
June 2015
Director of the Company
October 2019
Managing Director of the Company
in charge of Strategy of Management and Business (to present)
Number of shares of the Company held: 7,092 shares
Attendance at the Board of Directors meeting (FY 2021): 100 % (7/7 times)
Reasons for Nomination of the Candidate for Director
Mr. Takuji Yamamoto has been engaged mainly in starting up overseas businesses, planning andimplementing business strategies for many years in the control instrument business and is highly regarded
for his abundant knowledge and experience. The Company has elected him as a candidate for Director as inprevious year in the belief that his abundant experience and achievements would link to the sustained growthof the Company.
Significant concurrent positions
Not applicable.
Candidate No. 4 Reappointment Outside Independent
Name:
Hiroshi Kobayashi
Date of birth: November 12, 1954
Career summary (positions and responsibilities)
April 2003
Vice President of Honda Motor Europe Ltd.
June 2003
Director of Honda Motor Co., Ltd.
April 2004
President of Honda Canada Inc.
June 2005
Executive Officer of Honda Motor Co., Ltd.
June 2009
Director of Honda Motor Co., Ltd.
April 2011
Senior Executive Officer, Division General Manager in charge of Regional Operations(Asia & Oceania) of Honda Motor Co., Ltd.
President of Asian Honda Motor Co., Ltd.
President of Honda Automobile (Thailand) Co., Ltd.
June 2019
Director of the Company (to present)
February 2021
Nominating Committee Member of the Company (to present)
Number of shares of the Company held: 3,341 shares
Attendance at the Board of Directors meeting (FY 2021): 100 % (7/7 times)
Reasons for Nomination of the Candidate for Outside Director and Outline of Expected Roles
Mr. Hiroshi Kobayashi has been engaged mainly in corporate management and in Japan and overseas
businesses for many years in the automobile business as director and officer, and based on his abundant
knowledge and experience, has supervised the Company and given the Company his precise and productive
advice from an independent perspective with no special interests. Accordingly, the Company has elected him
as a candidate for Director as in previous year. After election, he is expected to continue fulfilling the above
mentioned roles.
Significant concurrent positions
Not applicable.

- 22 -

Candidate No. 5 Reappointment Outside Independent
Name:
Hideyuki Ohkubo
Date of birth: October 29, 1954
Career summary (positions and responsibilities)
April 2010
Deputy Group General Manager in charge of Factory Automation Systems Group of
Mitsubishi Electric Corporation
April 2012
Executive Officer in charge of charge of Factory Automation Systems of Mitsubishi
Electric Corporation
April 2014
Representative Executive Officers, Senior Vice President, in charge of Export Control
and Factory Automation Systems of Mitsubishi Electric Corporation
April 2015
Representative Executive Officers, Senior Vice President, in charge of Export Control
and Total Productivity Management of Mitsubishi Electric Corporation
April 2016
Representative Executive Officers, Executive Vice President, in charge of Export
Control and Total Productivity Management of Mitsubishi Electric Corporation
April 2017
Permanent Advisor of Mitsubishi Electric Corporation
June 2018
Senior Advisor of Mitsubishi Electric Corporation
June 2021
Director of the Company (to present)
Number of shares of the Company held: 740 shares
Attendance at the Board of Directors meeting (FY 2021): 100 % (6/6 times)
Reasons for Nomination of the Candidate for Outside Director and Outline of Expected Roles
Mr. Hideyuki Ohkubo has been engaged mainly in corporate management and Factory Automation businessin the electrical industry for many years and is highly regarded for his abundant knowledge and experience.
Accordingly, the Company has elected him as a candidate for Director in the belief that he will supervise theCompany and give the Company his precise and productive advice from an independent perspective with nospecial interests. After election, he is expected to continue fulfilling the above mentioned roles.
Significant concurrent positions
Not applicable.
Candidate No. 6 New Outside Independent
Name:
Mariko Sugiyama
Date of birth: May 28, 1964
Career summary (positions and responsibilities)
April 1987
Joined IBM Japan, Ltd.
March 1994
Joined Oracle Corporation Japan
July 2010
Joined SAS Institute Japan
February 2012
Joined Salesforce.com, Co., Ltd. (currently Salesforce Japan Co., Ltd.)
August 2018
Executive Officer of Salesforce.com, Co., Ltd. (to present)
February 2022
Representative Director of Erawan, Inc. (to present)
Number of shares of the Company held: 0 shares
Reasons for Nomination of the Candidate for Outside Director and Outline of Expected Roles
Ms. Mariko Sugiyama has been engaged in a wide variety of businesses in the IT industry for a long timeand is highly regarded for her abundant knowledge and experience. The Company has elected her as a
candidate for new Director in the belief that she will supervise the Company and give the Company her
precise and productive advice from an independent perspective with no special interests, especially on the IT
strategy and DX strategy of the Company. After election, she is expected to continue fulfilling the abovementioned roles.
Significant concurrent positions
Representative Director of Erawan, Inc.

- 23 -

Proposal 3: Election of Three (3) Directors who are Audit and Supervisory Committee Members
The terms of all four (4) Directors who are Audit and Supervisory Committee Members, Yasuo Himeiwa,
Masataka Kawahito, Michiko Kanai and Nobuo Hatta will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, you are requested to elect three (3) Directors who are Audit andSupervisory Committee Members (including three (3) Outside Directors).
The Audit and Supervisory Committee has already agreed to this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.
(Notes)1. There are no special interests between each candidate and the Company.
2. Ms. Eri Nakajima is a candidate for a new Director who is Audit and Supervisory Committee Member.
3. Candidates for Directors who are Audit and Supervisory Committee Members, Mr. Yasuo Himeiwa, Ms. Michiko Kanai,and Ms. Eri Nakajima, are candidates for Outside Directors.
4. Candidates for Directors who are Audit and Supervisory Committee Members, Mr. Yasuo Himeiwa and Ms. Michiko Kanai,are designated as independent officers required by Tokyo Stock Exchange, Inc., as people who will not have conflicts ofinterests with general shareholders. The Company has judged that Ms. Eri Nakajima, a candidate for
Director who is an Audit and Supervisory Committee Member, is not likely to cause any conflicts of interest with generalstockholders and that she is independent; therefore, the Company plans to nominate her as such independent officer.
5. Candidates for Directors who are Audit and Supervisory Committee Members, Mr. Yasuo Himeiwa and Ms. MichikoKanai, are currently Outside Directors of the Company and Mr. Yasuo Himeiwa will have served 2 years and Ms. MichikoKanai will have served 6 years as Directors at the conclusion of this Annual General Meeting of Shareholders.
6. The Company has entered into agreements with candidates for Directors who are Audit and Supervisory Committee
Members, Mr. Yasuo Himeiwa and Ms. Michiko Kanai, in accordance with the provisions of Article 427, Paragraph 1 of theCompanies Act, limiting their liabilities for damages. Based on these agreements, the maximum amount of liabilities fordamages shall be an amount provided by laws and regulations. Upon election of candidates as proposed, the Company
intends to continue this agreement.
7. If Ms. Eri Nakajima, a candidate for Director who is an Audit and Supervisory Committee Member, is elected as originallyplanned, the Company will enter into an agreement with her, in accordance with the provisions of Article 427, Paragraph 1of the Companies Act, limiting her liabilities for damages. Based on this agreement, the maximum amount of liabilities fordamages shall be an amount provided by laws and regulations.
8. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. The said insurance agreement shall compensate for damages including
compensation for damages and legal expenses to be borne by the insureds including the directors of the Company in theevent that they are held liable for damages in the performance of their duties. If each candidate is elected as Director, eachcandidate will be insureds in the said insurance agreement. In addition, the Company plans to renew the agreement withdetails of the same degree at the time of next renewal.

- 24 -

Candidate No. 1 Reappointment Outside Independent
Name: Yasuo Himeiwa
Date of birth: November 5, 1953
Career summary (positions and responsibilities)
August 1983 Joined Peat Marwick Mitchell Accountant Office (currently KPMG)
August 1990 Certified Public Accountant registered
August 1994 Director in charge of Europe of KPMG Project Japan
January 1996 Associate Partner at Century Audit Corporation (currently Ernst & Young ShinNihon
LLC）
February 2001 Partner at Audit Corporation ShinNihon (currently Ernst & Young ShinNihon LLC)
September 2003 Partner at KPMG AZSA & Co.
July 2009 Head of Osaka Global Japanese Practice at KPMG AZSA & Co.
May 2015 Chairman of General Partners’ Meeting of KPMG AZSA LLC
June 2016 General Manager at Himeiwa Certified Public Accountant Office (to present)
June 2020 Director of the Company (Audit and Supervisory Committee Member)
February 2021 Member of Nominating Committee of the Company (to present)
June 2021 Board Member of the Company(Full-time Audit and Supervisory Committee Member) to present)
Number of shares of the Company held: 959 shares
Attendance at the Board of Directors meeting (Fiscal 2021) 100% (7/7)
Attendance at the Audit and Supervisory Committee (Fiscal 2021) 100% (10/10)
Reasons for election
Mr. Yasuo Himeiwa has extensive knowledge and experience as a Certified Public Accountant, and theCompany believes that he would contribute to reinforcing our company’s auditing system from the viewpointof finance and accounting. Judging that he also has a fair and neutral standpoint in regards to audit
independence, the Company has elected him again as a candidate for Director. After election, he is expected
to continue fulfilling the above-mentioned roles.
Significant concurrent positions
Certified Public Accountant (General Manager at Himeiwa Certified Public Accountant Office)Outside Company Auditor of TAKARA BIO INC.
Outside Director (Audit and Supervisory Committee Member) of Sharp Corporation
Candidate No. 2 Reappointment Outside Independent
Name: Michiko Kanai
Date of birth: June 16, 1955
Career summary (positions and responsibilities)
April 1990 Registered in Osaka Bar Association
Joined Oh-Ebashi Law Offices (currently Oh-Ebashi LPC & Partners)
April 1998 Partner at Oh-Ebashi Law Offices
August 2002 Member at Oh-Ebashi LPC & Partners (to present)
June 2016 Director of the Company
June 2018 Director of the Company (Audit and Supervisory Committee Member) (to present)
February 2021 Member of Nominating Committee of the Company (to present)
Number of shares of the Company held: 8,399 shares
Attendance at the Board of Directors meeting (FY 2021): 86 % (6/7 times)
Attendance at the Audit and Supervisory Committee (FY 2021): 100% (10/10 times)
Reasons for election
As a lawyer, Ms. Michiko Kanai has contributed to strengthening the Company’s auditing system regarding
legal affairs based on her high-degree of expertise and acumen in corporate legal affairs. Judging that she also
has a fair and neutral standpoint in regards to audit independence, the Company has elected her again as a
candidate for Director. After election, she is expected to continue fulfilling the above-mentioned roles.
Significant concurrent positions
Lawyer (Member at Oh-Ebashi LPC & Partners)
Outside Director of KONDOTEC INC.
Outside Company Auditor of SANKYO SEIKO CO., LTD.
Outside Company Auditor of AS ONE CORPORATION- 25 -

Candidate No. 3 New Outside Independent
Name: Eri Nakajima
Date of birth: September 2, 1972
Career summary (positions and responsibilities)
April 1995
Joined the Environment Agency
April 2013
Policy Planning Division, Nature Conservation Bureau of the Ministry of theEnvironment
Assistant Division Chief
April 2015
Deputy Governor of Nagano Prefecture
August 2020
Decarbonization Innovation Research Office, Global Environment Bureau of the
Ministry of the Environment
General Manager
December 2021
Faculty of Economics and Law at Shinshu University
Specially Appointed Professor (to present)
Number of shares of the Company held: 0 shares
Reasons for election
Ms. Eri Nakajima has been engaged in a wide range of fields in environmental administration such as global
warming countermeasures and carbon neutral policies. Given her abundant knowledge and experience, we
expect her to contribute to strengthening the Company’s auditing system regarding environmental initiatives
at the Company. Judging that she also has a fair and neutral standpoint in regards to audit independence, theCompany has elected her as a candidate for new Director. After election, she is expected to continue fulfillingthe above-mentioned roles.
Significant concurrent positions
Specially Appointed Professor at Faculty of Economics and Law, Shinshu University- 26 -

Proposal 4:

Delegation to the Board of Directors of the Company of Determination of Matters
Regarding Subscription of Stock Acquisition Rights to Be Issued as Stock Options

Pursuant to Articles 236, 238 and 239 of the Companies Act, the Company seeks approval for delegating
to the Board of Directors the determination of matters regarding subscription of stock acquisition rights to beissued as stock options to the Company’s Employees and the Directors and Employees of the Company’s
subsidiaries (hereinafter referred to as “Employees”).
1. Reason for soliciting from non-shareholders who will subscribe to stock acquisition rights under
especially favorable terms
In order to boost the motivation and morale of Employees, and to contribute to the improvement of
the Group’s performance and the enhancement of its international competitiveness, the Company shallissue without consideration, stock acquisition rights without the need of payment of cash, in thefollowing manner.
2. Maximum number of stock acquisition rights, for which the Board of Directors shall be entitled todetermine the matters for subscription, based on the resolution at the General Meeting of
Shareholders
3,000 units
3. Amount of cash to be paid for the stock acquisition rights
To be issued without consideration (The stock acquisition rights shall not require the payment ofcash.)
4. Details of the stock acquisition rights(1) Persons to whom the stock acquisition rights shall be allocatedEmployees(2) Type and number of shares subject to the stock acquisition rights
The total number of shares of the stock acquisition rights shall not exceed 300,000 shares of theCompany’s common stock, and the number of shares subject to one unit of the said stock acquisitionrights shall be 100 shares.
In the event that the Company conducts a stock split or stock consolidation, the Company may adjust
the number of shares subject to the stock acquisition rights in accordance with the following formula.
However, such adjustments shall only be made with respect to the number of shares subject to the stockacquisition rights that have not been exercised at the time of adjustment of the said stock acquisitionrights. Any fractions of less than one share resulting from the adjustment shall be rounded down.
Number of shares after adjustment = Number of shares before adjustment × Ratio of split or consolidation(3) Value of assets contributed upon exercise of the stock acquisition rights
The value of assets to be contributed upon exercise of each unit of stock acquisition right shall becalculated by multiplying the amount to be paid in per share as set below by the number of sharessubject to each unit of stock acquisition right.
The amount to be paid in per share shall be calculated by multiplying the average of the daily closing
prices of common stock of the Company in the regular transactions at the Tokyo Stock Exchange fortrading days (excluding days on which there is no trading) during each day of the month prior to themonth of the allocation date, by 1.05, and any fractions of less than one yen shall be rounded up to thenearest one yen.
However, if the foregoing amount is less than the closing price of the common stock of the Company
on the date of allocation of the stock acquisition rights (if there is no trading on that day, then theclosing price for the immediate preceding trading day), it shall be the closing price on the date ofallocation of the stock acquisition rights.
In the event that the Company conducts a stock split or stock consolidation after the date of allocationof the stock acquisition rights, the amount to be paid in shall be adjusted according to the following
formula, and any fractions of less than one yen resulting from the adjustment shall be rounded up.
Amount to be
paid in after
adjustment＝

Amount to be
paid in before
adjustment

×1
Rate of split orconsolidation- 27 -

Furthermore, in the event that the Company issues new shares or disposes its treasury stock at a priceless than the market price, the amount to be paid in shall be adjusted according to the following
formula, and any fractions of less than one yen resulting from the adjustment shall be rounded up.
Number ofAmount to
Number of
newly issued × be paid inpreviously
per share＋ shares
Amount to Amount toissuedMarket price per sharebe paid in
be paid in× shares＝prior to new issue
after
beforeNumber of previously issued sharesadjustment adjustment＋ Number of increased sharesthrough new issue(4) Exercise period of stock acquisition rights
From July 1, 2024 to June 30, 2026
(5) Conditions for exercise of stock acquisition rights
1) At the time of exercise of the right, the stock acquisition right holder must be a Director, Executive
Officer or employee of the Company or its subsidiary. However, right holder may exercise his or her
stock acquisition right, if he or she has retired due to the expiration of his or her term of office, or if
he or she has reached the mandatory retirement age, or has any other valid reason.
2) Other conditions shall be set forth in the “Stock Acquisition Rights Allocation Agreement” between
the Company and the person to whom the stock acquisition rights have been allocated pursuant to theresolution of the Board of Directors with regard to the issuance of the stock acquisition rights.
(6) Matters concerning an increase in capital stock and capital surplus in the event of issuance of shares
upon exercise of stock acquisition rights
The increased amount in capital stock in the event of the issuance of shares upon the exercise of stockacquisition rights shall be equal to one half of the maximum increase in the amount of capital or the
like calculated in accordance with Article 17, Paragraph 1 of the Company Calculation Rules. Any
fractions of less than one yen resulting from the calculation shall be rounded up.
Remaining amounts shall be incorporated into capital surplus.
(7) Restrictions on acquiring stock acquisition rights by way of transfer
Any acquisition of stock acquisition rights by way of transfer shall require the approval of the Boardof Directors of the Company.
(8) Reasons for acquiring stock acquisition rights
1) In the event that a proposal for approval of a share exchange agreement or share transfer, in which theCompany is to become a wholly-owned subsidiary, is approved at the Company’s General Meeting of
Shareholders, the Company may acquire stock acquisition rights without consideration on a dateseparately determined at the Board of Directors.
2) If any person to whom stock acquisition rights have been allocated is no longer eligible under theterms for the exercise of the stock acquisition rights, the Company may acquire the stock acquisitionrights without consideration on a date separately determined at the Board of Directors.
(9) Handling of stock acquisition rights upon restructuring
In the event that the Company conducts a merger (limited to where the Company is dissolved as aresult of the merger), an absorption-type demerger, an incorporation-type demerger, a share exchange
or a stock transfer (hereinafter collectively referred to as “Restructuring”), stock acquisition rights of
one of the companies listed in Article 236, Paragraph 1, Item 8 (a) through (e) of the Companies Act, as
the case may be, (hereinafter referred to as “Restructured Company”), will be each delivered to theholders of the stock acquisition rights remaining at the time the Restructuring takes effect (hereinafterreferred to as “Remaining Stock Acquisition Rights”), in accordance with the following conditions.
However, the foregoing applies only where the delivery of the stock acquisition rights of the
Restructured Company, in accordance with the following terms, is provided for in the relevant
absorption-type merger agreement, incorporation-type merger agreement, absorption-type demerger
agreement, incorporation-type demerger agreement, share exchange agreement or stock transfer
agreement.
1) The type of shares of the Restructured Company subject to the stock acquisition rights
The Restructured Company’s common stock2) The number of shares of the Restructured Company subject to the stock acquisition rights
A decision will be made according to (2) above, upon considering the terms, etc., for the
Restructuring.

- 28 -

3) Value of assets contributed upon exercise of the stock acquisition rights
The amount calculated by multiplying the exercise price, which has been adjusted considering theterms, etc., for the Restructuring, by the number of shares determined in accordance with 2) above.
4) Exercise period of stock acquisition rights
The exercise period shall be the same as the exercise period of the Remaining Stock Acquisition
Rights.
5) Restrictions on acquiring stock acquisition rights by way of transfer
Any acquisition of stock acquisition rights by way of transfer shall require the approval of the
Restructured Company.
6) Other terms shall be determined subject to the terms of the Restructured Company.
(10) Other details of the stock acquisition rights
Other details of the stock acquisition rights shall be determined, together with the other matters forthe subscription of the stock acquisition rights, at the Board of Directors meeting to be held with regard
to the issuance of stock acquisition rights for subscription.
End- 29 -

[Reference] Value Creation Process
In order to realize “The IDEC Way”, the IDEC Group is committed to working through its business activities
for the following Materiality: "productivity improvement using control technology," "pursuit and realizationof safety, ANSHIN*, and well-being," and "response to climate change." This is how we contribute to asustainable society and increase corporate value.

- 30 -

Business Report[Appendix]
Business Report for the 75th Period (From April 1, 2021 to March 31, 2022)(Note) The listed amounts and numbers of shares in the business report do not show amounts less than the display unit, and forthe percentages, fractions less than the display unit are rounded to the nearest unit.

1 Matters Concerning the State of Corporate Group
1 Trends in Assets, Profits and Losses
Net sales(million yen)

Operating profit & operating profit ratio
Operating profit(million yen)

Operating profit ratio (%)

Ordinary profit & profit attributable to owners of parent
Ordinary profit(million yen)

Profit attributable toowners of parent(million yen)

Net assets & ROE
Net assets(million yen)

- 31 -

2 Business Progress and Results
Net sales
70,789 million yen
Year-on-year: Up 31.1%
Operating profit
9,672 million yen
Year-on-year: Up 139.3%
Ordinary profit
10,398 million yen
Year-on-year: Up 153.4%
Profit attributable to owners of parent
7,896 million yen
Year-on-year: Up 181.7%
During the consolidated fiscal year under review, economic normalization from the pandemic took place
rapidly worldwide, and capital investment demand in the manufacturing industry, one of the IDEC Group's
major customers, remained much higher than expected.
As a result, the IDEC Group posted domestic net sales of 30,904 million yen (up 25.4% compared with theprevious period) thanks to an increase in sales mainly in our key Switches & Indicators business. This wasdue to a sharp rise in demand not only in China, where demand has already expanded rapidly since the fiscal
year ended March 2021, but also in the major regions of Japan, Europe and the United States, such as thesemiconductor related, automotive related, machine tool, and robot industries.
Overseas, orders increased significantly from the previous period not only in China but also in the Americas
and Europe, the Middle East and Africa (EMEA) due to economic normalization from the pandemic and rapid
expansion of demand. As a result, overseas net sales reached 39,885 million yen (up 35.9% compared with theprevious period).
In terms of profit, operating profit recorded 9,672 million yen (up 139.3% compared with the previous period)
mainly due to a significant increase in net sales, and the operating profit ratio was 13.7%. Ordinary profit was
10,398 million yen (up 153.4% compared with the previous period), and profit attributable to owners of parent
was 7,896 million yen (up 181.7% compared with the previous period).

- 32 -

* From the current consolidated fiscal year under review, the classification by product type has been partially changed, andfigures for the previous fiscal year are revised ones.

Switches & Indicators
These products include control operation switches, joysticks, and indicator lights, which form the core of thehuman-machine interaction environment.
Percentage of net sales: 46.9%
Net sales 33,191 million yen
Year-on-year: Up 32.5%
Sales increased mainly due to rapid growth in demand for capital investment in the Asia-Pacific region,
primarily China, Japan, the Americas and EMEA.
Industrial Components
These products include switching power supplies, terminal blocks, control relays and sockets, and circuit
protectors, which are incorporated into control panels for controlling and operating machinery and productionlines, and are used as the basis for the control components of machinery and equipment.
Percentage of net sales: 19.2%
Net sales 13,625 million yen
Year-on-year: Up 39.0%
Sales of control relays increased in the core markets of the Americas and China.
Automation/Sensing
In addition to products that contribute to the automation of equipment in various industrial and life situations,programmable controllers that serve as the brains of machines and equipment, and programmable indicatorsthat provide a comfortable operating environment for machines and equipment, these products include
automatic recognition devices that are used in various fields such as retail and logistics.
Percentage of net sales: 14.1%
Net sales 9,958 million yen
Year-on-year: Up 21.4%
In addition to Japan and the Americas, sales increased in EMEA due to a rapid recovery in demand forprogrammable indicators and programmable controllers.

- 33 -

Safety & Explosion Protection
In addition to safety-related equipment such as safety switches and enabling switches that protect the safety ofworkers, these products include explosion-protection related devices that, for example, prevent accidents atsites where explosive gases exist such as petroleum and chemical plants.
Percentage of net sales: 12.6%
Net sales: 8,908 million yen
Year-on-year: Up 36.8%
Capital investment demand recovered steadily in Japan and overseas, and as a result sales increased.
Systems
It is a product group consisting, among others, of (i) various systems that systematize IDEC products
according to customer needs and (ii) solutions of collaborative robot systems that build optimal systems bycombining safety-related equipment and safety technologies.
Percentage of net sales: 5.3%
Net sales: 3,742 million yen
Year-on-year: Up 6.4%
In Japan, sales of control panels for semiconductor and LCD production equipment continued to increase.
Others
It is a business and product group consisting, among others, of the renewable energy business, such as mega
solar and power management systems for solar power generation, and ultra-fine bubble generators for whichapplied research is progressing in a wide range of fields.
Percentage of net sales: 1.9%
Net sales: 1,363 million yen
Year-on-year: Up 53.0%
Sales of power management systems for mega solar and solar power generation recovered in Japan.

- 34 -

3 State of Main Offices of the Company and Major Subsidiaries
Japan
Percentage of net sales: 43.7%
Net sales: 30,904 million yen
Year-on-year: Up 25.4%
As demand in each industry recovered significantly and expanded rapidly, orders increased at a much higher
level than expected, mainly in our mainstay Switches & Indicators business, and net sales also increased.
Main offices of the Company (as of March 31, 2022)
Location
Osaka
Tokyo
Hyogo

Name
Head Office, Technology Research Center
Kiba Office
Takino, Fukusaki and Amagasaki Offices (each plant), Tatsuno Distribution Center

Major subsidiaries
Company nameLocation

Share capitalOsaka

100 million yen

Osaka

170 million yen

Osaka

300 million yen

IDEC ALPS Technologies Co., Ltd.

Osaka

100 million yen

IDEC LOGISTICS SERVICECORPORATION

Hyogo

10 million yen

IDEC FACTORY SOLUTIONSCORPORATION

Aichi

33 million yen

IDEC SALES SUPPORTCORPORATIONIDEC SYSTEMS & CONTROLSCORPORATIONIDEC AUTO-ID SOLUTIONSCORPORATION

Ownership
percentage

Main business

Sale of and sales support for control
equipment
Provision of solar power systems and100%
energy solutions
100%

100% Sale of automatic recognition devices
Development, manufacture and sales ofcontrol equipment
Commissioned business for rigging
100% assembly for control equipment andlogistics operations
Manufacture and sales of control peripheral
100% equipment and control-panel-related
equipment
51%

Americas
Percentage of net sales: 16.3%
Net sales: 11,532 million yen
Year-on-year: Up 35.5%
Net sales increased in North America as a result of overall rapid growth in demand for capital investment.
Major subsidiaries
Company nameIDEC CORPORATION
APEM, Inc.
(Note)

Location

Share capital

Ownership
percentage

Main business

4,800 thousand
100% Sale of control equipment
USD
22,800 thousand
Development, manufacture and sale ofUnited States
100% (100%)
USD
control equipment
United States

1. The figures in parentheses beside the ownership percentage indicate indirect ownership ratios (included numbers).
2. On September 1, 2021, we established IDEC ALPS Technologies Co., Ltd. as a joint venture with Alps Alpine Co.,Ltd.

- 35 -

EMEA (Europe, Middle East, Africa)
Percentage of net sales: 16.6%
Net sales: 11,747 million yen
Year-on-year: Up 32.4%
As with Japan and the Americas, demand recovery from the pandemic progressed rapidly, leading to anincrease in sales in our mainstay Switches & Indicators business.
Major subsidiaries
Company nameLocation

MMI Technologies SAS

FranceAPEM SAS

FranceShare capital

Ownership
percentage

Main business

41,110 thousand
100% Holding company
euros
10,222 thousand
Development, manufacture and sale of
100% (100%)
euros
control equipment

Asia Pacific
Percentage of net sales: 23.4%
Net sales: 16,604 million yen
Year-on-year: Up 38.8%
The rapid expansion of demand in China and the steady recovery of demand in other Asian regions led tosignificant increases in sales in the Switches & Indicators business and Industrial Components business.
Major subsidiaries
Company nameLocation

Share capital

Ownership
percentage

Main business

IDEC IZUMI SUZHOU Co., Ltd.

China

10,730 thousand
USD

100% (14%)

Manufacture and sale of control equipment
and parts

IDEC (SHANGHAI)CORPORATIONIDEC ELECTRONICSTECHNOLOGY （SHANGHAI）
CORPORATIONIDEC HONG KONG CO., LTD.
IDEC IZUMI (H.K.) CO., LTD.
IDEC IZUMI TAIWANCORPORATIONIDEC TAIWAN CORPORATIONIDEC ASIA (THAILAND) CO.,LTD.
IDEC IZUMI ASIA PTE LTD.
IDEC CONTROLS INDIA
PRIVATE LIMITED

China
China

300 thousand USD 100% (100%) Sale of control equipment
2,000 thousand
Design and development of software and100% (100%)
RMB
circuits for electronic products

Hong
Kong
Hong
Kong

5,000 thousand
HKD
22,300 thousand
HKD
60,000 thousand
TaiwanTWD
15,000 thousand
TaiwanTWD
250,000 thousand
Thailandbaht
1,000 thousand
Singapore
SGD
15,000 thousand
India
rupees- 36 -

100% Holding company
100% (70%) Sale of control equipment
100%

Manufacture and sale of control equipment
and parts

100% Sale of control equipment
100%

Manufacture and sale of control equipment
and parts

100% Sale of control equipment
100% (75%) Sale of control equipment

4 Issues to be addressed
The New Medium-Term Management Plan (FY2023-2025)
Passion for Your Success
Aiming to improve safety, ANSHIN*, and well-being for people around the world* ANSHIN denotes a sense of trust and assurance without any fear or stress.
Back in 2017, the IDEC Group announced a mid-term management plan. However, the outbreak of the
COVID-19 infections and other factors significantly changed the business environment, and we reviewed theplan based on the current megatrends and societal challenges. Then in May 2022, we announced a new
medium-term management plan which set FY2025 as the final year.
With [The IDEC Way] in mind and under a new slogan "Passion for Your Success: Aiming to improve safety,
ANSHIN, and well-being for people around the world,” we will promote initiatives that address key areas
such as needs for automation, and unmanned and labor-saving operations, as well as the enhanced awarenessof safety, ANSHIN, and well-being, based on the control technology we have cultivated over the years. We are
thereby aiming to contribute to solving societal challenges and to achieve sustainable growth.
The new medium-term management plan’s minimum targets are sales of over 80 billion yen, operating profitof over 13 billion yen, and an operating profit margin of over 16% in FY2025, with the aim of achieving an
operating profit margin of 20% over the long term.

Net sales

FY2022 Results

FY2023 Plan

JPY70.8 billion

JPY74.5 billion

Operating income
JPY9.7 billion
JPY10.8 billion
Operating income
13.7%
14.5%
margin
ROIC
9.2%
10.0%
ROE
17.2%*1
14.5%
EPS
JPY263*2
JPY250*1: ROE deducted the impact from the extraordinary income in FY2022, is approx. 15%.
*2: EPS deducted the impact from the extraordinary income in FY2022, is approx. JPY221.

FY2025 Plan
JPY80 billion or more
(Growth ratio >5%/year)
JPY13 billion or more
16% or more
10% or more
15% or more
JPY300 or more

Four Basic Strategies
Promote Growth Strategy- Strengthen sales based on technical problem-solving- Accelerate product development and launch based on regional and industry needs- Expand business in China, India and other focus markets, and by M&A and alliances
Improve Profitability- Optimize production structure and processes to reduce cost, inventory and improve lead time
- Review and optimize SG&A cost
- Select and concentrate unprofitable products and businesses
Enhance Management Base
- Promote decent work
- Strengthen business structure by promoting PMI and rigorous management of key projects- Promote digital marketing at global level
Enhance ESG initiatives- [E] Promote initiatives to reduce environmental impact- [S] Promote diversity- [G] Improve management transparency and efficiency- [Sa] Create Well-being through Safety and ANSHIN technology- [Q] Improve high product quality and manufacturing capabilities- 37 -

Expansion of business area: From "Interface" to "Interaction" and leading to “the Realization of
Optimal Environment"
As a leading company in Human-Machine Interface (HMI) business, IDEC has expanded over a wide
geographic range. Together with changing times, IDEC’s business area has expanded from "Interface", whichconnects humans with machines in various aspects of manufacturing and living, such as industrial switches
and operator interfaces, to "Interaction" where a network connects humans with machines, or a machine withanother machine, increasingly due to development of the Internet of Things (IoT) and other changes intechnology and society. The next step will be the “Optimal Environment” which includes the space in whichhumans and machines coexist, in addition to networked mechanical devices. In this context we anticipate
growing demand for realizing safety, ANSHIN and well-being for people.
In light of this background, we are promoting human-centered "HMI-X [Transformation]" as a new concept
for the IDEC Group, which further evolves the thinking of HMI by utilizing the safety DNA we havecultivated so far.
By promoting HMI-X, we aim to realize our Purpose—to create an optimal environment for humans andmachines, and to achieve safety, ANSHIN, and well-being for people around the world.

- 38 -

Initiatives in the 75th period
The IDEC Group promotes various initiatives to respond to further accelerating environmental changes. By
promoting digital transformation (DX) and business reforms, we are reviewing the systems based on flexible
working styles not constrained by location and time, such as the introduction of remote work anddiscretionary work, in line with changes in the working environment.
In the wake of the pandemic, keywords such as automation, labor-saving, contactless, and remote monitoringand operation are attracting attention, and there is increasing demand for improving the safety, security, andwell-being of workers. We established the Technology Sales Department in April 2022 as an organization topromote the development of new products based on these needs and to strengthen solution proposals.
Sales to date have centered on various components such as control operation switches. In the future, whilestrengthening the components business by utilizing our existing sales network, we will focus on solution
proposals centered on HMI and safety, which are the IDEC Group's greatest strength. By doing so, we will
create a system that can solve customer issues and achieve customer success.
Four Fundamental Strategies to Pursue and Realize Safety, Security and Well-being
To create the optimum environment for humans and machines and realize safety, security, and well-being ofpeople all over the world, the IDEC Group promotes initiatives based on four fundamental strategies:
Promotion of growth strategy, Improvement of profitability, Strengthening of management foundation, andStrengthening of ESG initiatives.
Four Fundamental Strategies IDEC Group Works On
Promote Growth Strategy
Improve Profitability
Enhance Management Base
Enhance ESG initiatives- 39 -

Promote Growth Strategy
As part of the growth strategy, we are collaborating with leading companies in various industries to develop
new products and expand our sales network. In 2021, we established IDEC Alps Technologies, Co., Ltd as a
joint venture with Alps Alpine Co., Ltd. We are promoting the development of one-of-a-kind products using
the two companies’ HMI/sensing technology and know-how, and these products are scheduled to be launchedduring the fiscal year ending March 2023. In 2022, we also signed a partnership agreement with ez-Wheel, aFrench manufacturer that developed the world's first electric assist wheels and safe autonomous driving
wheels for automated guided vehicles (AGVs) and autonomous mobile robots (AMRs). Going forward, in
addition to strengthening the sales of each component including these new products, we will strategicallydevelop optimal system solutions that meet the diverse needs and challenges of each customer.
Established a joint venture with Alps Alpine Co., Ltd. (IDEC Alps Technologies)
Strengths of two companies
Leader in industry HMI, safety; deep knowledge of industrial Leader in automotive and consumer HMI; sensing
machinery; high level of recognition; high-quality, multitechnology; high-quality and safe production software
product, variable production; solution proposals to meet
integration
customer needs
Machine tools and robots Semiconductor manufacturing equipment Food machinery Special vehicles

Improve Profitability
In addition to reorganizing our global bases and supply chains, we are consolidating and eliminating products,
optimizing product prices, and improving the ratio of new products using new technologies. In response to
rapidly expanding orders, we are increasing production capacity by installing new automated equipment at
production sites in Japan and overseas to increase efficiency.
Enhance Management Base
We are working to improve efficiency and optimize operations on a company-wide basis by expanding digitalcontent through studios, reviewing core systems, and revamping sales support and personnel systems.
Enhance ESG initiatives
We are focusing on strengthening our environmental measures and have disclosed information based onrecommendations of the Task Force on Climate-related Financial Disclosures (TCFD). We are also working to
reduce CO2 emissions by promoting the reduction of environmental impact and utilizing renewable energy
within the Company.
On the social front, we are actively promoting decent work (work that respects the rights of people andworkers). We are striving to create a comfortable work environment where a wide variety of human resources
can play an active role regardless of gender or nationality, and to prevent overwork.
In terms of governance, we have revised the IDEC Corporate Governance Policy to further strengthen
governance in order to meet higher governance standards expected in the Prime Market. As such, we focus ontransparency and efficiency in our corporate management at all times.

- 40 -

5 State of Major Capital investment
Capital investment during the consolidated fiscal year under review amounted to 2,503 million yen. We
mainly made capital investments to expand production facilities for the purpose of improving product quality
and production capacity in Japan and the Asia-Pacific region, as well as to expand facilities for infrastructuredevelopment in line with business restructuring.
6 State of Major Fund Procurement
We did not conduct any major fund procurement during the consolidated fiscal year under review.
7 Status of Employees (As of March 31, 2022)
1. Number of employees in the corporate group
Number of employees

Change from the end of the previous period

3,328

Down 452

2. Number of employees of the Company
Number of employees

Change from the end of the previous period

630
Down 171(Note) The decrease in the number of employees was mainly due to changes in the form of employment and contracts.

8 Status of Major Creditors (As of March 31, 2022)
Creditor

Balance of borrowings

MUFG Bank, Ltd.

14,800 million yen

Mizuho Bank, Ltd.

3,940 million yen

Sumitomo Mitsui Banking Corporation

2,325 million yen

Syndicate loan
1,800 million yen(Note) 1. The balance of borrowings of 1 billion yen or more is shown.
2. The syndicate loan is co-financing by eight financial institutions with MUFG Bank, Ltd. as an arranger.

- 41 -

2 Matters Concerning Shares of the Company (As of March 31, 2022)
1
2
3
4

Total Number of Shares Authorized to Be Issued
Total Number of Shares Outstanding
Number of Shareholders
Major Shareholders (Top 10)

150,000,000
33,224,485
7,885

Name of shareholder

Number of shares owned

thousand shares

Ratio of shareholding

The Master Trust Bank of Japan, Ltd. (Account in trust)
4,492
Custody Bank of Japan, Ltd. (account in trust)
2,852
JP MORGAN CHASE BANK 385632
1,351
Funaki Kosan Ltd.
1,041
THE BANK OF NEW YORK MELLON 140044
542
CLEARSTREAM BANKING S.A.
477
Kazutaka Fujita
408
Toshihiro Fujita403
JP MORGAN CHASE BANK 385781
342
THE CHASE MANHATTAN BANK, N.A. LONDON SECS
335
LENDING OMNIBUS ACCOUNT(Note) The ratio of shareholding is calculated after deducting treasury stock (4,216 thousand shares).

15.49
9.83
4.66
3.59
1.87
1.65
1.41
1.39
1.18

[Distribution by owner]
Treasury shares
4,216 thousand shares

Financial institutions(12.69%)8,586 thousand shares(25.84%)

Individuals and others
10,212 thousand shares(30.74%)

Financial instruments
business operators

Foreign corporations, etc.

329 thousand shares

Other corporations

7,751 thousand shares(0.99%)
2,127 thousand shares (6.40%)(23.33%)- 42 -

1.16%

3 Matters Concerning Company Officers
1 Status of Directors (As of March 31, 2022)
Position
Chairman and Chief
Executive Officer
Senior Executive Vice
President
Management Director
Director
Director

Name
Toshiyuki Funaki
Mikio Funaki
Takuji Yamamoto
Hiroshi Kobayashi
Hideyuki Ohkubo

Responsible operations and state of significant concurrent
positionsChief Executive Officer
Nominating Committee Member
IDEC CORPORATION Chairman, CEO
Senior Executive Vice President
IDEC CORPORATION President, COO
In charge of Strategy of Management and Business
Nominating Committee Member
Nominating Committee Member
Certified Public Accountant (Director, Himeiwa Certified Public
Accountant Office)Outside Corporate Auditor, Takara Bio Inc.
Outside Director (Audit and Supervisory Committee Member), Sharp
Corporation

Director(Full-time Audit andSupervisory Committee
Member)Yasuo Himeiwa

Director(Audit and Supervisory
Committee Member)

Masataka Kawahito

Certified Tax Accountant (Director, Masataka Kawahito Tax
Attorney’s Office)Director(Audit and Supervisory
Committee Member)Michiko Kanai

Nominating Committee Member
Partner, OH-EBASHI LPC & PARTNERS
Outside Director, KONDOTEC INC.
Outside Corporate Auditor, SANKYO SEIKO CO., LTD.
Outside Director, AS ONE Corporation

Director(Audit and Supervisory
Nobuo Hatta
Outside Corporate Auditor, Pharma Foods International Co., Ltd.
Committee Member)(Note) 1. Changes in officers during the fiscal year under review
Director (excluding Audit and Supervisory Committee Members) Hideyuki Ohkubo was newly elected andappointed at the 74th Annual General Meeting of Shareholders held of June 18, 2021.
2. Directors Hiroshi Kobayashi and Hideyuki Ohkubo, Director (Full-time Audit and Supervisory Committee
Member) Yasuo Himeiwa, and Directors(Audit and Supervisory Committee Members) Masataka Kawahito,
Michiko Kanai and Nobuo Hatta are Outside Directors and designated as independent officers required by Tokyo
Stock Exchange, Inc., who will not have conflicts of interests with general shareholders.
3. Director (Full-time Audit and Supervisory Committee Member) Yasuo Himeiwa, and Directors (Audit andSupervisory Committee Members) Masataka Kawahito, Nobuo Hatta, have considerable knowledge about financeand accounting as follows.
(1) Director (Full-time Audit and Supervisory Committee Member) Yasuo Himeiwa is qualified as a certified
public accountant.
(2) Director (Audit and Supervisory Committee Member) Masataka Kawahito is qualified as a certified tax
accountant.
(3) Director (Audit and Supervisory Committee Member) Nobuo Hatta has served as the general manager andofficer of the Accounting/Finance and Administration Departments.
4. All Outside Directors have entered into an agreement with the Company to limit their liability for compensation inaccordance with the provisions of Article 427, Paragraph 1 of the Companies Act, and the amount of liability basedon this agreement is capped by the amount stipulated in laws and regulations.
5. In order to enhance the effectiveness of audits by the Audit and Supervisory Committee and strengthen its audit
and supervisory functions, the Company has selected Yasuo Himeiwa as a full-time Audit and Supervisory
Committee Member to enable him to grasp the status of business execution and identify issues early through thecollection of information from directors and attendance at important internal meetings, as well as to ensuresufficient cooperation between the Internal Audit Department and the Audit and Supervisory Committee.
6. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The said insurance agreement shall compensate
for damages including compensation for damages and legal expenses to be borne by the insured in the event thatthey are held liable for damages in the performance of their duties. (However, those that constitute illegal
remuneration, benefits or intentional acts are excluded.) Of the insurance premiums of such agreement,
approximately 10% are borne by the directors and executive officers of the Company. The insured parties of suchagreement are officers, executive officers, and employees in managerial and supervisory positions of the Company
and its subsidiaries.

- 43 -

2 Remuneration, etc. of directors
1. Policy for determining the details of officers' remuneration, etc.
We have passed a resolution, at the Board of Directors meeting held on February 4, 2021, on the policy for
determining the details of remuneration, etc. of individual directors so that it can function as an incentive toimprove corporate value in a sustainable manner and be linked to shareholder interests. The outline of thepolicy is as follows:(1) The Company’s remuneration system for directors consists of fixed remuneration according to theirposition and performance-linked remuneration based on the premise of contributions to the Officers’
Shareholding Association. Outside directors receive only fixed remuneration because they are
responsible for supervising the management of the Company from an independent perspective.
(2) The basic remuneration for the Company’s directors is fixed monthly remuneration, which is determinedby comprehensively taking into account the position, responsibilities and business performance of theCompany.
(3) The performance-linked remuneration is a cash remuneration based on the premise of contribution to the
Officers' Shareholding Association, and uses the consolidated operating income ratio for its calculation
because the said ratio is a basic indicator of the Group’s earnings status. Comprehensively taking into
account the changes in the said indicator for each fiscal year, the total amount is determined, which isthen divided by the grant ratio according to the position, resulting in performance-linked remunerationfor each director. This performance-linked remuneration is divided into 12 equal parts and paid monthly.
(4) The percentage of performance-linked remuneration is determined roughly within the range of 10% to
20% of the amount of remuneration for representative directors and 5% to 10% of the amount of
remuneration for other executive directors.
(5) As for the details of individual remuneration for directors (excluding directors who are members of theSupervisory Committee), the Supervisory Committee deliberates whether or not to express its opinion on
the remuneration at the General Meeting of Shareholders in advance. Not just each director’s position but
also the Company’s performance is considered for executive directors, while expertise and management
experience in other companies is considered for outside directors. The Board of Directors, the majority ofwhose members are independent outside directors, makes a final decision to leave the matter to theRepresentative Director Chairman and President.

- 44 -

2. Total amount, etc. of remuneration and others for the fiscal year under review
Officer category

Total amount of
remunerationand others

Total amount of remuneration and others by type

Base
remuneration

Performancelinked
remuneration

Non-monetary
remuneration

Number of
eligible officers

Director (excl. Audit andSupervisory Committee
Members)(of those, Outside Directors)

316 million yen(14 million yen)

297 million yen(14 million
yen)

18 million yen(-)-

5 pers.
(2 pers.)

Director (Audit and Supervisory
Committee Member)(of those, Outside Directors)

25 million yen(22 million yen)

25 million yen(22 million
yen)

-

-

5 pers.
(4 pers.)

322 million yen
18 million yen
10 pers.
(36 million(-)(6 pers.)yen)
Remuneration paid to one director (Audit and Supervisory Committee Member) who retired during the fiscal year
under review is included in the remuneration above.
At the 71st Annual General Meeting of Shareholders held on June 15, 2018, the Company resolved that the
maximum amount of remuneration for directors (excluding directors who are Audit and Supervisory Committee
Members) shall be 360 million yen per year (of that, up to 30 million yen per year for Outside Directors) (theCompany does not include employee salaries for directors who concurrently serve as employees), and that the
maximum amount of remuneration for directors who are Audit and Supervisory Committee Members shall be 80
million per year. As of the conclusion of the said Annual General Meeting of Shareholders, the Company had five
directors (excluding directors who are Audit and Supervisory Committee Members) (of those, three are Outside
Directors), and has five directors who are Audit and Supervisory Committee Members (of those, four are Outside
Directors).
The metric for performance-linked remuneration, etc. is the consolidated operating profit ratio as it is a basic
indicator showing the profit status of the Group. The amount of performance-linked remuneration, etc. is
calculated by first determining the total amount after comprehensively taking into account the changes in the said
metric for each fiscal year, and then by dividing the total by the grant ratio according to the position. The changes
in the consolidated operating profit ratio including the fiscal year under review are described in "1. Trends in
Assets, Profits and Losses" on page 33.
The Board of Directors has also determined that the content of the remuneration for each individual director(excluding directors who are Audit and Supervisory Committee Members) for the fiscal year under review is inaccordance with the determined policy as the remuneration was deliberated and resolved by the Board of
Directors, the majority of whose members are Outside Directors, and left entirely up to the Chairman and Chief
Executive Officer.
During the fiscal year under review, a resolution was passed at a meeting of the Board of Directors held on June18, 2021 (the majority of whose members are comprised of independent Outside Directors) to delegate to
Toshiyuki Funaki, the Chairman and Chief Executive Officer, the determination of the allocation method andamount of individual remuneration for directors (excluding directors who are Audit and Supervisory Committee
Members). The reason for delegating these authorities is because it is suitable for the Chairman and Chief
Executive Officer to conduct an evaluation while having a bird’s-eye view of the overall business performance of
the Group. The Audit and Supervisory Committee deliberates whether or not to state opinions at an Annual
General Meeting of Shareholders on the remuneration of directors (excluding directors who are Audit andSupervisory Committee Members). The resolution pertaining to the delegation is subject to a resolution of theBoard of Directors, the majority of whose members are independent Outside Directors. Through these efforts, theCompany also confirms the appropriateness of the exercise of such authorities.

Total(of those, Outside Directors)(Note)

1.
2.

3.

4.

5.

341 million yen(36 million yen)

3 Status of Outside Officers
1. Significant concurrent positions and their relationships with the Company
Concurrent positions are as described in "1. Status of Directors", and there are no material business
relationships, etc. with the Company.

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2. Major activities during the fiscal year under review
Position

Name

Number of times ofattendance
Audit and
Board ofSupervisory
Directors
Committee

Overview of major activities and duties performed for expected roles

He has been engaged in corporate management mainly as a corporate
officer and domestic and overseas business in the automobile industry.
Based on his acumen built on such extensive experience, he has madenecessary and active remarks at the Board of Directors meetings when
Hiroshi
7/7
appropriate, and provided supervision and advice, etc. based on such
Kobayashi(100%)
acumen and from an independent standpoint with no vested interest in the
Company. As such, he plays a proper role to secure the adequacy andappropriateness of decision-making. He also serves as a member of theOutsideNominating Committee.
Director
He has been engaged in corporate management and the factory
automation business for many years mainly in the electrical industry.
Based on his acumen built on such extensive experience, he has madeHideyuki
6/6
necessary and active remarks at the Board of Directors meetings when
Ohkubo(100%)
appropriate, and provided supervision and advice, etc. based on such
acumen and from an independent standpoint with no vested interest in the
Company. As such, he plays a proper role to secure the adequacy andappropriateness of decision-making.
Based on his expertise and acumen for finance and accounting built on
his extensive experience mainly as a certified public accountant, he has
made necessary and active remarks at the meetings of the Board of
Directors as well as the Audit and Supervisory Committee whenappropriate, and provided supervision and advice, etc. mainly for
Yasuo
7/7
10/10
financial and accounting matters based on such expertise and acumen and
Himeiwa(100%)(100%)
from an independent standpoint with no vested interest in the Company.
As such, he plays a proper role to secure the adequacy andappropriateness of decision-making, and contributes to the enhancementof the Company’s audit system. He also serves as a member of theNominating Committee.
Based on his expertise and acumen for tax affairs built on his extensive
experience mainly as a certified tax accountant, he has made necessary
and active remarks at the meetings of the Board of Directors as well as
the Audit and Supervisory Committee when appropriate, and provided
Masataka
7/7
10/10
supervision and advice, etc. mainly for accounting and tax matters based
Kawahito(100%)(100%)
on such expertise and acumen and from an independent standpoint withno vested interest in the Company. As such, he plays a proper role toOutsidesecure the adequacy and appropriateness of decision-making, andDirector
contributes to the enhancement of the Company’s audit system.
(Audit andBased on her expertise and acumen for laws built on her extensive
Supervisory
experience mainly as a lawyer, she has made necessary and active
Committee
remarks at the meetings of the Board of Directors as well as the Audit andMember)Supervisory Committee when appropriate, and provided supervision andMichiko
6/7
10/10
advice, etc. mainly for legal matters based on such expertise and acumen
Kanai
(86%)
(100%)
and from an independent standpoint with no vested interest in the
Company. As such, she plays a proper role to secure the adequacy andappropriateness of decision-making, and contributes to the enhancementof the Company’s audit system. He also serves as a member of theNominating Committee.
He has been engaged in corporate management mainly as a corporate
officer, and overseas business and business administration including
accounting and finance in the semiconductor industry. Based on his
acumen built on such extensive experience and knowledge, he has madenecessary and active remarks at the meetings of the Board of Directors as
Nobuo
7/7
10/10
well as the Audit and Supervisory Committee when appropriate, andHatta(100%)(100%)
provided supervision and advice, etc. based on such expertise andacumen and from an independent standpoint with no vested interest in the
Company. As such, he plays a proper role to secure the adequacy andappropriateness of decision-making, and contributes to the enhancementof the Company’s audit system.
(Note) As Hideyuki Ohkubo was newly elected and appointed as Director (excluding Audit and Supervisory Committee
Members) at the 74th Annual General Meeting of Shareholders held on June 18, 2021, attendance at meetings of theBoard of Directors held on or after June 18, 2021 is shown.

- 46 -

4 Basic policies on company control
At present, there are no specific threats, etc. to the control of the Company, and we have not decided any
specific basic policies for them. However, we have been conducting management activities based on therecognition that improving corporate value is the most important and effective countermeasure. Therefore, wewill further deepen these activities and consider the best way to deal with emergencies without harming theinterests of shareholders and all other stakeholders.
We will promptly notify our shareholders if we decide on specific basic policies for such matters.

- 47 -

5 Policy for determining the dividends of surplus, etc.
At the Company, we have worked to strengthen our financial position and management foundation, while
recognizing the maintenance of stable dividends and the appropriate return of profits to shareholders as one ofour most important management measures, and we have endeavored to improve return on equity (ROE) anddividend on equity (DOE) from a medium- to long-term perspective. Meanwhile, taking into account businessdevelopment, we are working to further strengthen our corporate structure and competitiveness by effectively
utilizing internal reserves for investment in research and development, production streamlining, andinformation technology from a medium- to long-term perspective. In addition, Article 36 of the Company's
Articles of Incorporation stipulates that the Company may pay dividends of surplus based on a resolution of
the Board of Directors in order to ensure agility in returning profits.
Based on the above policy, we have decided to pay a year-end dividend of 40 yen per share for the fiscal year
under review, and to add a commemorative dividend of 20 yen to show our appreciation to shareholders as wecelebrate the 75th anniversary of the Company's establishment on March 26, 2022, making for a total of 60
yen per share. As a result, the annual dividend per share will be 100 yen, including the interim dividend of 40
yen. With regard to the future dividend policy, the Company will continue to steadily pay interim and year-end
dividends, while placing emphasis on returning profits to shareholders, and will implement an agile dividend
policy in response to changes in business results and the external environment.
[Trends in dividends]
Annual dividend per share: 100 yen
Interim dividend
(yen)
(yen)

Year-end dividend(yen)Commemorative
dividend (yen)Consolidated dividend
payout ratio (%)- 48 -

Consolidated Financial Statements
Consolidated Balance Sheet
As of March 31, 2022

Item
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable–
tradeElectronically recordedmonetary claims–operating

Amount47,171
17,896
11,402892

Merchandise and finished goods

7,767

Work in process
Raw materials and supplies
Other
Provision for doubtful accounts

1,959
5,845
1,426
(19)

Non-current assets

47,789Property, plant and equipment

22,227

Buildings and structures
Machinery, equipment andvehiclesTools, furniture and fixtures
Land
Leased assets
Right-of-use asset

9,652

Construction in progress

1,018

Intangible assets
Trademark right
Customer-related assets
Software
Goodwill
Other

22,691
2,383
7,587
1,064
11,59362

Investments and other assets
Investment securities
Long-term loans receivable
Retirement benefit asset

2,870
419
114
326

Deferred tax assets

Short-term borrowings
Current portion of long-termborrowings
Lease liabilities
Accounts payable–otherAccrued expenses
Income taxes payable
Contract liabilities
Deposits received
Provision for productwarranties
Other(Unit: million yen)Amount21,660
5,186
2,183
3,800
2,105
360
809
2,803
2,626
584
207
40
953

2,875
1,609
5,797
211
1,061

1,343

Other

702

Provision for doubtful accounts(36)

Total assets

Item
Liabilities
Current liabilities
Notes and accounts
receivable–trade
Electronically recorded
obligations–operating

94,960- 49 -

Non-current liabilities
Long-term borrowings
Lease liabilities
Deferred tax liabilities
Provision for retirement
benefits for directors (andother officers)
Retirement benefit liability
Asset retirement obligations
Other

24,291
18,260962
2,799

Total Liabilities
Net assets
Shareholders’ equity
Share capital
Legal capital surplus
Legal retained earnings
Treasury shares

45,951

Accumulated other comprehensive
incomeValuation difference on
available-for-sale securities
Foreign currency translation
adjustment
Remeasurements of defined
benefit plans
Stock acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

45
1,577
90
556

45,551
10,056
9,231
34,022(7,759)
3,109

42
3,061
6
311
37
49,00894,960Consolidated Statement of Income

From April 1, 2021 to March 31, 2022

(Unit: million yen)

Item

AmountNet sales

70,789

Cost of sales

40,479Gross profit (loss)

30,310

Selling, general and administrative expenses

20,638Operating profit (loss)

9,672

Non-operating income
Interest income and dividend income

38

Share of profit of entities accounted for using equity
method96

Foreign exchange gains

722

Other

272

1,129

Non-operating expenses
Interest expenses

131

Loss on valuation of derivatives

105

Other

165

Ordinary profit (loss)

403
10,398Extraordinary income
Gain on sale of non-current assets

911

Gain on reversal of stock acquisition rights

22

933

Extraordinary losses
Loss on sale of non-current assets

5

Loss on abandonment of non-current assets

56

Profit (loss) before income taxes

61
11,270

Income taxes–current

3,603

Income taxes–deferred(168)

Profit (loss)

3,435
7,835

Profit (loss) attributable to non-controlling interests
Profit (loss) attributable to owners of parent

(60)
7,896

- 50 -

Non-consolidated Financial Statements
Non-Consolidated Balance Sheet

As of March 31, 2022

Item
AssetsCurrent assets
Cash and deposits
Notes receivable–trade
Accounts receivable–trade
Electronically recorded monetaryclaims–operating
Merchandise
Finished goods
Raw materials
Work in process
Supplies
Prepaid expenses
Short-term loans receivable fromsubsidiaries and affiliates
Accounts receivable–otherAccounts receivable for suppliedmaterials
Other
Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Software
Goodwill
Other

Investments and other assets
Investment securities
Shares of subsidiaries and affiliates
Investments in capital ofsubsidiaries and associates
Long-term loans receivable fromsubsidiaries and affiliates
Prepaid pension costs
Deferred tax assets
Other
Provision for doubtful accounts
Total assets

Amount20,704
4,743
1
7,654
529
1,051
1,034
1,827
1,083
100
203

Item
Liabilities
Current liabilities
Accounts payable–trade
Electronically recorded obligations–operating
Short-term borrowings
Current portion of long-termborrowings
Lease liabilities
Accounts payable–otherAccrued expenses
Income taxes payable
Contract liabilities
Deposits received

1,586(Unit: million yen)AmountOther

13,923
2,958
2,183
3,000
2,105
70
997
755
1,666
5
181
0

633
12
242
44,727
10,810
4,889
130
678
8
527
4,105
154
314
890
862
26
1

33,026170
26,287

Non-current liabilities
Long-term borrowings
Lease liabilities
Provision for retirement benefits
Asset retirement obligations
Other

20,03918,260
100
1,154
7
518

Total Liabilities
Net assets

33,963

Shareholders’ equity
Share capital
Legal capital surplus
Capital surplus
Other capital surplus
Legal retained earnings
Other retained earnings
Reserve for tax purpose
reduction entry of non-current
Retained earnings brought
forwardTreasury shares

31,08910,056
9,134
5,000
4,134
19,65819,658316
19,342(7,759)1,525

Valuation and translation adjustments

67

3,648

Valuation difference on available-forsale securities

67

290
747
393
(36)

Stock acquisition rights

65,431- 51 -

Total net assets
Total liabilities and net assets

311
31,46865,431

Non-Consolidated Statement of Income
From April 1, 2021 to March 31, 2022

(Unit: million yen)

Item

AmountNet sales

33,189

Cost of sales

18,888Gross profit (loss)

14,300

Selling, general and administrative expenses

10,174

Operating profit (loss)

4,126

Non-operating income
Interest income and dividend income

2,318

Foreign exchange gains

690

Commission income

205

Other

178

3,393

Non-operating expenses
Interest expenses

91

Derivative loss

30

Loss on valuation of derivatives

105

Other

14

Ordinary profit (loss)

241
7,278

Extraordinary income
Gain on sale of non-current assets

896

Gain on reversal of stock acquisition rights

22

919

Extraordinary losses
Loss on sale of non-current assets

3

Loss on abandonment of non-current assets

51

Profit (loss) before income taxes

54
8,143

Income taxes–current

1,913

Income taxes–deferred(118)

Profit (loss)

1,795
6,347

- 52 -

Audit Report
Copy of the Audit Report of the Audit and Supervisory Committee
Audit Report
The Audit and Supervisory Committee conducted an audit on the execution of duties by directors for the75th fiscal year from April 1, 2021 to March 31, 2022. We report the method and results as follows.
1.

Audit Method and Details
The Audit and Supervisory Committee regularly received reports from directors, employees and otherstaff on the content of the resolutions of the Board of Directors concerning matters listed in (ii) and(iii) of Item 1, Paragraph 1, Article 399-13 of the Companies Act, and the status of establishment andoperations of the system developed based on such resolutions (internal control system); sought
explanations whenever necessary to express their opinions; and conducted an audit by the following
method.
1 The Audit and Supervisory Committee conformed to the auditing standards as decided by the
Audit and Supervisory Committee, the auditing policies and the allocation of duties; attended
important meetings; received reports from directors, employees and other staff on mattersconcerning the performance of their duties; sought explanations whenever necessary; inspected
important written approvals and other documents; and examined the status of operations andassets at the Head Office, by phone and other means via the Internet in cooperation with theInternal Audit Department and other departments responsible for internal control of the Company.
In addition, the Audit and Supervisory Committee communicated and exchanged information withdirectors, auditors and other staff of subsidiaries, and received reports from subsidiaries whenevernecessary.
2 The Audit and Supervisory Committee monitored and verified whether the accounting auditor
maintained independence and implemented appropriate audits; received reports from theaccounting auditor on performance of their duties, and sought explanations whenever necessary.
Furthermore, the Audit and Supervisory Committee received notice from the accounting auditor
that the “System for ensuring that duties are performed properly” (matters set forth in each item of
Article 131 of the Company Calculation Rules) is established in accordance with the “Quality
Management Standards Regarding Audits” (Business Accounting Council; October 28, 2005) andother standards, and sought explanations whenever necessary. The Audit and Supervisory
Committee consulted with the accounting auditor regarding major audit considerations, received
reports on the status of the audit, and sought explanations whenever necessary.

Based on the above method, the Audit and Supervisory Committee examined the business report and the
supporting schedules, the non-consolidated financial statements (balance sheet, statement of income, nonconsolidated statements of changes in shareholders’ equity, and non-consolidated notes), the supporting
schedules, and the consolidated financial statements (balance sheet, statement of income, consolidated
statements of changes in shareholders’ equity, and consolidated notes) for the fiscal year under review.
2.

Audit Results(1) Audit results of business report and others
1 The Audit and Supervisory Committee acknowledges that the business report and the supporting
schedules fairly present the Company’s conditions in accordance with laws, regulations and the
Articles of Incorporation.
2 With regard to the performance of duties by directors, the Audit and Supervisory Committee finds
no significant evidence of wrongful acts, nor violations of laws, regulations, or the Articles ofIncorporation.
3 The Audit and Supervisory Committee acknowledges that the content of the resolution by the
Board of Directors concerning the internal control system is appropriate. In addition, the Audit
and Supervisory Committee finds no matters on which to remark with regard to the content of the- 53 -

business report and the performance of duties by directors regarding the internal control system.
(2) Audit results on the non-consolidated financial statements and the supporting schedules
The Audit and Supervisory Committee acknowledges that the audit method of Deloitte Touche
Tohmatsu LLC, the accounting auditor of the Company, and the results thereof are appropriate.
(3) Audit results on the consolidated financial statements
The Audit and Supervisory Committee acknowledges that the audit method of Deloitte Touche
Tohmatsu LLC, the accounting auditor of the Company, and the results thereof are appropriate.
May 12, 2022
Audit and Supervisory Committee, IDEC Corporation
Full-time Audit andSupervisory Committee
Yasuo Himeiwa
MemberAudit and Supervisory
Masataka Kawahito
Committee Member
Audit and Supervisory
Michiko Kanai
Committee Member
Audit and Supervisory
Nobuo Hatta
Committee Member(Note)

Seal
Seal
Seal
Seal

Audit and Supervisory Committee Members, Yasuo Himeiwa, Masataka Kawahito, MichikoKanai, and Nobuo Hatta are Outside Directors as stipulated in Item 15, Article 2 and Paragraph
6, Article 331 of the Companies Act.

- 54 -