Note: This document has been translated from a part of the Japanese original for reference purposes
only. In the event of any discrepancy between this translated document and the Japanese original, theoriginal shall prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translation.
(Stock Exchange Code 6652)
May 28, 2021
To Shareholders with Voting Rights:
2-6-64 Nishimiyahara, Yodogawa-ku,
Osaka
IDEC CORPORATION
Toshiyuki Funaki
Chairman and Chief Executive Officer

NOTICE OF
THE 74TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 74th Annual General Meeting of Shareholders of IDEC CORPORATION (the “Company”) will be held
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 3.
1. Date and Time:

Friday, June 18, 2021 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
74th Fiscal Year (April 1, 2020 - March 31, 2021) 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 74th Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Election of Five (5) Directors (excluding those who are Audit and Supervisory
Proposal 1:
Committee Members)
Delegation to the Board of Directors of the Company of Determination of Matters
Proposal 2:
Regarding Subscription of Stock Acquisition Rights to be Issued as Stock Options-1-

□ 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 the Company’s
Articles of Incorporation, the following items in the Appendix to thisConvocation Notice are posted on the Company’s website(https://jp.idec.com).
1. “Matters concerning stock acquisition rights of the Company”, “Mattersconcerning Accounting Auditors”, and “Matters concerning establishmentof the system to ensure the appropriateness of business operations, and theoperational status of the said system” of the Business 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 andSupervisory Committee and the accounting auditor when preparing therespective 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.

-2-

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 by using
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 bypostal mail or via the Internet.
- If you have exercised your voting rights in duplicate by mail and via the Internet, the vote via the Internet
will be treated as valid.
- If you have exercised your voting rights multiple times via the Internet, or exercised voting rights induplicate by using personal computer, smartphone, and mobile phone, the last vote will be deemed valid.
1. 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 17, 2021
2. 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 17, 2021
3. 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 18, 2021
( The reception is scheduled to start at 9:00 a.m.)-3-

Reference Documents for the
General Meeting of Shareholders
Proposal 1:

Election of Five (5) Directors (excluding those who are Audit and Supervisory
Committee Members)

The terms of all four (4) Directors (excluding tuose wuo are Audit and Supervisory Committee Members;
the same shall apply hereinafter in this Proposal), Toshiyuki Funaki, Mikio Funaki, Takuji Yamamoto andHiroshi Kobayashi 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 five (5) Directors (including two (2) Outside Directors). As for this
Proposal, the Audit and Supervisory Committee has judged that all the candidates for Directors are eligible.
The candidates for Directors are as follows.
Candidate No. 1 Reappointment
Name:
Toshiyuki Funaki
Date of birth: August 30, 1947
Number of shares of the Company held:
349,370 shares
Attendance at the Board of Directors meeting (FY 2021): 100 % (7/7 times)
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)
February 2021
Nominating Committee Member of the Company (to present)
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
Number of shares of the Company held:
156,210 shares
Attendance at the Board of Directors meeting (FY 2020): 100 % (7/7 times)
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)
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)-4-

Candidate No.3 Reappointment
Name:
Takuji Yamamoto
Date of birth: November 26, 1949
Number of shares of the Company held:
6,034 shares
Attendance at the Board of Directors meeting (FY 2020): 100 % (7/7 times)
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 OMRON CORPORATION
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)
Reasons for Nomination of the Candidate for Director
Mr. Takuji Yamamoto has been engaged mainly in starting up overseas businesses, planning and implementing
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 in previous year in
the belief that his abundant experience and achievements would link to the sustained growth of the Company.
Significant concurrent positions
Not applicable.

Candidate No. 4 Reappointment Outside Independent
Name:
Hiroshi Kobayashi
Date of birth: November 12, 1954
Number of shares of the Company held:
2,282 shares
Attendance at the Board of Directors meeting (FY 2020): 100 % (7/7 times)
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)
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.

-5-

Candidate No. 5 New
Outside Independent
Name:
Hideyuki Ohkubo
Date of birth: October 29, 1954
Number of shares of the Company held:
0 shareCareer 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 andFactory Automation Systems of Mitsubishi Electric Corporation
April 2015
Representative Executive Officers, Senior Vice President, in charge of Export Control andTotal 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
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 new Director in the belief that he will supervise
the Company and give the Company his precise and productive advice from an independent perspective withno special interests. After election, he is expected to continue fulfilling the above mentioned roles.
Significant concurrent positions
Not applicable.

(Notes)1. There are no special interests between each candidate and the Company.
2. Mr. Hideyuki Ohkubo is a candidate for a new Director.
3. Candidate for Director, Mr. Hiroshi Kobayashi and Mr. Hideyuki Ohkubo are candidates for Outside Director.
4. Candidate for Director, Mr. Hiroshi Kobayashi is designated as independent officer required by Tokyo Stock Exchange, Inc.,
who will not have conflicts of interests with general shareholders. The Company has judged that Mr. Hideyuki Ohkubo, acandidate for Director, is not likely to cause any conflicts of interest with general stockholders and that he is independent;
therefore, the Company plans to nominate him 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.
However, the Company’s transactions with the company in fiscal 2021 accounted for less than 1% of consolidated net sales,
so there is no problem with regards to their independence.
6. Candidate for Director, Mr. Hiroshi Kobayashi is currently Outside Director of the Company and will have served 2 years
at the conclusion of this Annual General Meeting of Shareholders.
7. The Company has entered into agreement with candidate for Director, Mr. Hiroshi Kobayashi in accordance with theprovisions of Article 427, Paragraph 1 of the Companies Act, limiting their liabilities for damages. Based on these agreements,
the maximum amount of liabilities for damages shall be an amount provided by laws and regulations. Upon election ofcandidates as proposed, the Company intends to continue this agreement.
8. If candidate for Director, Mr. Hideyuki Ohkubo, is elected as originally planned, the Company will enter into an agreementwith him, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, limiting their liabilities fordamages. Based on this agreement, the maximum amount of liabilities for damages shall be an amount provided by laws andregulations.
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 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.

-6-

<The policy regarding the independence of an outside officer>
The Company has positively elected outside officers 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 agroup or a party such as a corporation 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 thecompany.
(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).

-7-

Proposal 2:

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 theGroup’s performance and the enhancement of its international competitiveness, the Company shall issue
without consideration, stock acquisition rights without the need of payment of cash, in the following
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
4,000 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 of cash.)
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 400,000 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 shares subject
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 the closing
price for the immediate preceding trading day), it shall be the closing price on the date of allocation 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

1

Amount to be＝

paid in before
adjustment

×

Rate of split orconsolidation

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.

-8-Number ofAmount to

Amount to

be paid in

be paid inafter
adjustment＝

beforeadjustment

previously
issued×sharesNumber ofAmount to

newly issued × be paid in＋sharesper share

Market price per shareprior to new issue

Number of previously issued shares＋ Number of increased sharesthrough new issue(4) Exercise period of stock acquisition rights
From July 1, 2023 to June 30, 2025
(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 heor 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 likecalculated in accordance with Article 17, Paragraph 1 of the Company Calculation Rules. Any fractionsof 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 Board of
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 the terms
for the exercise of the stock acquisition rights, the Company may acquire the stock acquisition rights
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 a resultof the merger), an absorption-type demerger, an incorporation-type demerger, a share exchange or a stocktransfer (hereinafter collectively referred to as “Restructuring”), stock acquisition rights of one of thecompanies listed in Article 236, Paragraph 1, Item 8 (a) through (e) of the Companies Act, as the casemay be, (hereinafter referred to as “Restructured Company”), will be each delivered to the holders of thestock acquisition rights remaining at the time the Restructuring takes effect (hereinafter referred to as“Remaining Stock Acquisition Rights”), in accordance with the following conditions. However, theforegoing 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.
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 the terms,
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.

-9-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 for thesubscription 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- 10 -