Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4345
Date of sending by postal mail: May 28, 2024
Start date of measures for electronic provision: May 23, 2024
To our shareholders:Taizo Yokoshima
Representative Director and President
CTS Co., Ltd.
115, Kosato, Ueda-shi, Nagano

Notice of the 34th Annual General Meeting of Shareholders
You are cordially invited to attend the 34th Annual General Meeting of Shareholders of CTS Co., Ltd. (the“Company”), which will be held as indicated below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and has posted the information
on each of the following websites. Please access either of the websites to view the information.
The Company’s website:
https://www.cts-h.co.jp/ir/stock_information/ (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/4345/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “CTS” in “Issue name (company name)”field or the Company’s securities code “4345” in the “Code” field and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting].”)Instead of attending the meeting in person, you may exercise your voting rights by either of the following methods.
Please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights.
[Exercising your voting rights in writing (via postal mail)]
Please indicate your approval or disapproval of the proposals on the voting form enclosed with this notice and returnit to us so that it will arrive no later than 6:00 p.m. on Thursday, June 13, 2024 (JST).
[Exercising your voting rights via the internet, etc.]
Please access the voting website designated by the Company (https://evote.tr.mufg.jp/), follow the guidance on thescreen, and enter your approval or disapproval of the proposals no later than 6:00 p.m. on Thursday, June 13, 2024
(JST).

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1. Date and Time: Friday, June 14, 2024, at 10:00 a.m. (JST)
2. Place:
UEDA TOKYU REI HOTEL, 3F “Shinano”
4-24-1, Tenjin, Ueda-shi, Nagano
3. Purpose of the Meeting:
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 34th fiscal year (from April 1, 2023
to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The non-consolidated Financial Statements for the 34th fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Election of Eight Directors
Proposal No. 2
Election of One Audit & Supervisory Board Member- If attending the meeting in person, please present the voting form at the reception desk.
- If you exercise your voting rights in duplicate in writing (via postal mail) and via the internet, etc., only the votevia the internet, etc. will be counted as valid.
- If you exercise your voting rights via the internet, etc. multiple times, only the last vote will be counted as valid.
- Any voting right exercised in writing (via postal mail) without indicating approval or disapproval of a particular
proposal on the voting form will be counted as a vote for approval of the proposal.
- If a proxy is attending the meeting in your stead, the proxy must be another shareholder with voting rights inaccordance with Article 16 of the Company’s Articles of Incorporation. Please note that in such a case, a document
certifying the authority of representation must be submitted.
- Please refrain from taking pictures or recording in the venue with cameras, smartphones, cell phones, etc.
- Paper-based documents stating items for which measures for providing information in electronic format are to betaken shall be sent to shareholders who have requested the delivery of paper-based documents, however those
documents do not include the following matters in accordance with the provisions of laws and regulations andArticle 14 of the Company’s Articles of Incorporation.
(1) Consolidated Statement of Changes in Shareholders’ Equity and Notes to Consolidated Financial Statements(2) Non-consolidated Statement of Changes in Shareholders’ Equity and Notes to Non-consolidated Financial
Statements
These items are included in the Consolidated Financial Statements and Non-consolidated Financial Statements,
which have been audited by Audit & Supervisory Board Members to prepare the audit report and by Financial
Auditor to prepare the accounting audit report.
- If revisions are to be made to the items for which measures for providing information in electronic format to betaken, a notice of the revisions and the details of the items before and after the revisions will be posted on the
aforementioned websites.

-2-Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Election of Eight Directors

The terms of office of all eight currently serving Directors will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of eight Directors.
The candidates for Director are as follows:

Candidate
No.

Name

Position and responsibilities in the Company

Representative Director and President

Attendance atBoard ofDirectors
meetings in
the fiscal year
under review
12/12(100%)
12/12(100%)
12/12(100%)
12/12(100%)
12/12(100%)

1

Taizo Yokoshima

2

Hideki Akiyama

3

Kazutoshi Kanai

4

Ren Yokoshima

5

Makio Kitahara

6

Akihiko Kishimoto

Director

12/12(100%)

7

Masaharu Miyasaka

Director

12/12(100%)

8

Seiichi Hirano

Director

12/12(100%)

Director
Sales Division
Director
Marketing Division
Director
Corporate Strategy Division
Director
Business Management Division

Reelection: Candidate for Director to be reelected
Outside: Candidate for Outside Director
Independent: Candidate for independent officer as provided for by the securities exchange-3-

Candidate
attributes

Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Sept. 1980
July 1990
July 1995
June 2001
Apr. 2003

Taizo Yokoshima(June 9, 1960)

Jan. 2017

1
June 2022

2

Joined the Company
Director
Senior Managing Director
Representative Director and Vice President
Representative Director and President (current
position)
Representative Director and President ofRentarise Corporation
Representative Director of CTS Linetech
Corporation (current position)
Representative Director of Rentarise
Corporation (current position)

Number of theCompany’s shares
owned

100,000(Reasons for nomination)
Taizo Yokoshima has been serving as Representative Director and President since 2003. He established the management
policy which the Company is to pursue, demonstrated strong leadership and decisiveness to realize it, and expandedbusiness operations. The Company has determined that he will be able to achieve sustainable corporate growth andincrease corporate value in the medium- to long-term as his experience, achievements, and insight can be applied to the
management. Accordingly, the Company nominated him as a candidate for Director.
July 2000
Joined the Company
July 2013
General Manager of Matsumoto Branch
Apr. 2017
Executive Officer (current position)
Jan. 2019
General Manager of Tokai Sales Department
Feb. 2019
General Manager of Kinki Sales Department
June 2019
Director (current position)
Jan. 2022
General Manager of Surveying Measurement
Hideki Akiyama
8,112
System Business Management Department(April 5, 1976)(currently General Manager of Surveying
Measurement System Business Promotion
Department) (current position)
Sept. 2023
General Manager of Sales Division (current
position)
General Manager of Shin-Etsu Sales
Department (current position)(Reasons for nomination)
Hideki Akiyama has worked in the sales department since joining the Company in 2000, and has contributed to the
expansion of business and strengthening of the sales system in his current role as Director in charge of Sales Division.
The Company has determined that he will be able to achieve sustainable corporate growth and increase corporate value
in the medium to long term as his experience, achievements, and insight can be applied to the management.
Accordingly, the Company nominated him as a candidate for Director.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
June 2002
June 2015
Apr. 2016
Apr. 2017
Sept. 2018

Kazutoshi Kanai(November 29, 1977)
3

June 2019
Sept. 2023

Joined the Company
Acting General Manager of IT Infrastructure
Team, Business Management Division
General Manager of System Business
Promotion Department
Executive Officer (current position)
General Manager of System Business
Management Department (currently General
Manager of Digital Data Service Sales
Promotion Department)
Director (current position)
General Manager of Marketing Division(current position)
General Manager of Sales Promotion
Department (current position)
General Manager of Quality Assurance &Logistics Division (current position)

Number of theCompany’s shares
owned

17,612(Reasons for nomination)
Kazutoshi Kanai has worked in the business department since joining the Company in 2002, and has contributed to the
expansion of business and strengthening of the Digital Data Service business in his current role as Director in charge ofMarketing Division. The Company has determined that he will be able to achieve sustainable corporate growth andincrease corporate value in the medium to long term as his experience, achievements, and insight can be applied to the
management. Accordingly, the Company nominated him as a candidate for Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Jan. 2014
June 2017
Jan. 2018
Apr. 2018
July 2018

Ren Yokoshima(June 6, 1987)
4

Apr. 2019
June 2020
June 2022
Aug. 2022
Sept. 2023

5

Joined the Company
Director of Rentarise Corporation (current
position)
General Manager of Corporate Planning
Department of the Company
Director of CTS Linetech Corporation (current
position)
General Manager of House Fittings Departmentof the Company (currently General Manager ofSmart House Business Promotion Department)
Executive Officer (current position)
Director (current position)
Representative Director and President ofRentarise Corporation
Supervising the corporate planning departmentof the Company
General Manager of Corporate Strategy
Division (current position)

Number of theCompany’s shares
owned

5,730

(Reasons for nomination)
Ren Yokoshima has worked in the corporate planning department since joining the Company in 2014, and has
contributed to strengthening the corporate management base in his current role as Director in charge of Corporate
Strategy Division. The Company has determined that he will be able to achieve sustainable corporate growth andincrease corporate value in the medium to long term as his experience, achievements, and insight can be applied to the
management. Accordingly, the Company nominated him as a candidate for Director.
Aug. 2001
Joined the Company
Jan. 2017
General Manager of Accounting and Finance
Department
Apr. 2018
Executive Officer (current position)
Makio Kitahara
63,931
July 2018
Director of Rentarise Corporation (current(August 9, 1976)
position)
June 2022
Director of the Company (current position)
Sept. 2023
General Manager of Business Management
Division (current position)(Reasons for nomination)
Makio Kitahara has worked in the accounting and finance department since joining the Company in 2001, and has
contributed to strengthening the corporate financial base in his current role as Director in charge of Business
Management Division. The Company has determined that he will be able to achieve sustainable corporate growth andincrease corporate value in the medium to long term as his experience, achievements, and insight can be applied to the
management. Accordingly, the Company nominated him as a candidate for Director.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1971
Apr. 2006

6

7

Number of theCompany’s shares
ownedJoined Honda Motor Co., Ltd.
General Manager of Regional Operations(South America) Planning Office
Apr. 2008
Joined NISSIN KOGYO CO., LTD.
General Manager of General Affairs
Department, Accounting Department, and HR
Akihiko Kishimoto
2,177
Development Department(January 1, 1953)
June 2008
Director
June 2011
Managing Director and Chief Operating Officerof Corporate Planning & Business Management
June 2017
Outside Director of the Company (current
position)(Reasons for nomination and overview of expected roles)
Akihiko Kishimoto has held important posts such as Director of the corporate planning & business management during
his time at Honda Motor Co., Ltd. and NISSIN KOGYO CO., LTD., and has been supervising management through his
objective opinions and decision making, based on his insight into corporate management, at meetings of the Board of
Directors of the Company. The Company has determined that he will continue to be able to further strengthen thefunctions of the Board of Directors of the Company from a fair standpoint. Accordingly, the Company nominated him
as a candidate for outside Director. He is currently an outside Director of the Company, and at the conclusion of thismeeting, his tenure will have been seven years.
Apr. 1975
Joined SHINSHU HAM CO., LTD.
Sept. 2006
Executive Officer and General Manager ofSales Division
Sept. 2008
Director
Sept. 2010
Managing Director
Sept. 2014
Senior Managing Director and General
Masaharu Miyasaka
2,694Manager of Business Division(January 29, 1953)
Sept. 2016
Representative Director and President
June 2019
Outside Director of the Company (current
position)
Sept. 2022
Director and Chairperson of SHINSHU HAM
CO., LTD.
Sept. 2023
Advisor (current position)(Reasons for nomination and overview of expected roles)
Masaharu Miyasaka held important positions such as Representative Director and President during his time at
SHINSHU HAM CO., LTD., and has been supervising management through his objective opinions and decision
making, based on his insight into corporate management, at meetings of the Board of Directors of the Company. The
Company has determined that he will continue to be able to further strengthen the functions of the Board of Directors of
the Company from a fair standpoint. Accordingly, the Company nominated him as a candidate for outside Director. He
is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure will have been five
years.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1977

8(Notes) 1.
2.
3.

4.

5.

6.

Number of theCompany’s shares
ownedJoined Shinshu Seiki Co., Ltd. (currently Seiko
Epson Corporation)
June 2002
Director of Seiko Epson Corporation
June 2007
Managing Director
Representative Director and President of Epson
Seiichi Hirano
2,816
Sales Japan Corporation(December 11, 1954)
June 2014
Full-time Audit & Supervisory Board Memberof Seiko Epson Corporation
Oct. 2017
President of HIROSE & CO., LTD.
June 2022
Outside Director of the Company (current
position)(Reasons for nomination and overview of expected roles)
Seiichi Hirano served as President of HIROSE & CO., LTD., and held important posts such as Director of the sales
department during his time at Seiko Epson Corporation. He has been supervising management through his objective
opinions and decision making, based on his insight into corporate management, at meetings of the Board of Directors of
the Company. The Company has determined that he will continue to be able to further strengthen the functions of theBoard of Directors of the Company from a fair standpoint. Accordingly, the Company nominated him as a candidate foroutside Director. He is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure
will have been two years.
There is no special interest between any of the candidates and the Company.
Akihiko Kishimoto, Masaharu Miyasaka, and Seiichi Hirano are candidates for outside Director.
The Company has entered into a directors and officers liability insurance policy with an insurance company as
stipulated in Article 430-3, paragraph (1) of the Companies Act. In the event that this proposal is approved and adopted
and each candidate is elected as a Director, each will become an insured under this insurance policy. The insurance
policy is scheduled to be renewed with the same terms and conditions at the next renewal.
The Company has entered into an agreement with Akihiko Kishimoto, Masaharu Miyasaka, and Seiichi Hirano to limit
their liability for damages under Article 423, paragraph (1) of the Companies Act. The maximum amount of liability fordamages under this agreement is the amount provided for under laws and regulations. If this proposal is approved andadopted and they are reelected, the Company plans to renew this agreement with them.
The Company has submitted notification to the Tokyo Stock Exchange that Akihiko Kishimoto, Masaharu Miyasaka,
and Seiichi Hirano have been designated as independent officers as provided for by the aforementioned exchange. If
this proposal is approved and adopted and they are reelected, the Company plans for their appointment as independent
officers to continue.
The number of the Company’s shares owned includes the candidate’s holdings through CTS Officers’ Shareholding
Association.

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Proposal No. 2

Election of One Audit & Supervisory Board Member

At the conclusion of this meeting, the term of office of the Audit & Supervisory Board Member Hiromichi Sasaki
will expire. The Company therefore proposes the election of one Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Hiromichi Sasaki(November 13, 1960)

Career summary, position in the Company, and significant concurrent
positions outside the Company
Apr. 1995
Apr. 1998
June 2008

Registered as an attorney at law
Established Hiromichi Sasaki Law Office (currently
SASAKI LAW OFFICE), Senior Partner (current position)
Audit & Supervisory Board Member of the Company(current position)

Number of theCompany’s shares
owned

–

(Reasons for nomination)
Hiromichi Sasaki has professional knowledge as a lawyer in general legal affairs including corporate legal affairs. The Company has
determined that he will be able to audit the performance and duties of Directors from an impartial and fair perspective, and has
therefore nominated him as a candidate for outside Audit & Supervisory Board Member.
He is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion of this meeting, his tenure
will have been 16 years.
(Notes) 1. There is no special interest between Hiromichi Sasaki and the Company.
2. Hiromichi Sasaki is a candidate for outside Audit & Supervisory Board Member.
3. The Company has entered into a directors and officers liability insurance policy with an insurance company as
stipulated in Article 430-3, paragraph (1) of the Companies Act. In the event that this proposal is approved and adopted
and Hiromichi Sasaki is elected as an Audit & Supervisory Board Member, he will become an insured under thisinsurance policy. The insurance policy is scheduled to be renewed with the same terms and conditions at the next
renewal.
4. The Company has entered into an agreement with Hiromichi Sasaki to limit his liability for damages under Article 423,
paragraph (1) of the Companies Act. The maximum amount of liability for damages under this agreement is the amountprovided for under laws and regulations. If this proposal is approved and adopted and Hiromichi Sasaki is reelected, theCompany plans to renew this agreement with him.
5. The Company has submitted notification to the Tokyo Stock Exchange that Hiromichi Sasaki has been designated as anindependent officer as provided for by the aforementioned exchange. If this proposal is approved and adopted and he isreelected, the Company plans for his appointment as an independent officer to continue.

-9-<Reference> Officer Skill Matrix
The following skill matrix for officers is based on the assumption that Proposals No. 1 and No. 2 are approved as
proposed at the General Meeting of Shareholders and that the current Audit & Supervisory Board Members are in
office.
Attribute

Taizo
Yokoshima

Representative
Director andPresident

Hideki
Akiyama

Independent

Position andresponsibilities
in the Company

OutsideName

Experience, skills, etc.

Corporate
BusinessSales/
managerelated
marketingmentexpertise●●

Director
Sales Division●●

Kazutoshi
Kanai

Director
Marketing
Division●●

Ren
Yokoshima

Director
Corporate
Strategy
Division

Makio
Kitahara

Director
Business
Management
Division

Akihiko
Kishimoto
Masaharu
Miyasaka
Seiichi
Hirano●IT

Finance/accounting

Diversity
Experience
Personnel
Legal
in otheraffairs/
Overseasaffairs/business
generalexperience
compliance fields/inaffairs
dustries

●

●

●

●

●

●

Director○○●

Director

○

○

●

●

Director

○

○

●

●

●

●

●

TakeshiMiyazaki

Full-time
Audit &
Supervisory
Board Member

Hiromichi
Sasaki

Audit &
Supervisory
Board Member

○

○

●

JunichiTakemura

Audit &
Supervisory
Board Member

○

○

●

TakashiYokoyama

Audit &
Supervisory
Board Member

○

○

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

* The above skill matrix lists the primary areas of expertise and experience for each officer. It does not represent all of the knowledge
possessed by the officers.

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