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

Securities code: 5805
June 7, 2024
To our shareholders:
Takayo Hasegawa
Representative Director

SWCC Corporation
1-14, Nisshin-cho, Kawasaki-Ku,
Kawasaki City

Notice of the 128th Ordinary General Meeting of Shareholders
The 128th Ordinary General Meeting of Shareholders of SWCC Corporation (the “Company”) will be held
as described below.
When convening the Ordinary General Meeting of Shareholders, the Company takes measures for providing
information that constitutes the content of Reference Documents for the General Meeting of Shareholders,etc. (items for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information as “Notice of the 128th Ordinary General Meeting of Shareholders” on thefollowing websites. Please access any of these websites to review the information.
The Company’s website (in Japanese):https://www.swcc.co.jp/jpn/ir/stock/meeting.html
Website where notice of the ordinary general meeting of shareholders is posted (in Japanese):https://d.sokai.jp/5805/teiji/
TSE website (Listed Company Search) (in Japanese):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Access the TSE website, enter “SWCC” (full-width characters) in “Issue name (company name)” or theCompany’s securities code “5805” (half-width characters) in “Code,” 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].”)If you are unable to attend the meeting in person, you may exercise your voting rights by mail or electronically(via the Internet, etc.). In such a case, please review the “Reference Documents for the General Meeting of
Shareholders,” and exercise your voting rights by 5:00 p.m. on Monday, June 24, 2024.
▶To exercise your voting rights via the Internet, etc.
When exercising your voting rights via the Internet, etc., please refer to the “Guidance for Exercising Voting
Rights via the Internet, etc.” below (this information is available in Japanese original).
▶To exercise your voting rights in writing (by mail)Please indicate your approval or disapproval of the proposals on the enclosed voting form and return the form
to us so that it reaches us by the deadline for exercising your voting rights as stated above.

-1-1. Date and Time: Tuesday, June 25, 2024 at 10:00 a.m. (Japan Standard Time)
2. Place:
Hou-ou, 12F, Kawasaki Nikko Hotel
1 Nisshin-cho, Kawasaki-Ku, Kawasaki City, Kanagawa(Please refer to the venue map at the end of the Japanese original.)

3. Purposes:

4. Items to be
Decided upon
Convocation:

1. Business Report and the Consolidated Financial Statements forthe 128th fiscal year (from April 1, 2023 to March 31, 2024) andthe results of audits of the Consolidated Financial Statements by
the Accounting Auditor and the Audit & Supervisory Committee
2. Non-Consolidated Financial Statements for the 128th fiscal year
(from April 1, 2023 to March 31, 2024)
Items to be Proposal 1: Appropriation of Surplus
resolved:
Proposal 2: Election of Two (2) Directors (Excluding Directors
Who Are Audit & Supervisory Committee Members)
Proposal 3: Election of Two (2) Directors Who Are Audit &Supervisory Committee Members
1. If you exercise your voting rights in writing (by mail) and do not indicate yourapproval or disapproval of the proposals on the voting form, we will treat it as if
you had indicated your approval.
2. If you exercise your voting rights more than once via the Internet, etc., the last
exercise of voting rights shall be treated as the valid vote.
3. If you exercise your voting rights both by mail and via the Internet, etc., thevote cast via the Internet, etc. will be treated as the valid vote, regardless of thedate and time of arrival.

Items to bereported:

-End-

-2-

 Please note that the Company has decided to forgo the custom of giving presents to the shareholders who attend theMeeting this year. Thank you for your understanding.
 When you attend the Meeting in person, you are kindly requested to present the voting form at the reception desk.
 If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of theitems before and after the revisions will be posted on the Company’s website, etc.
 Shareholders who have made a request for delivery of paper-based documents will receive the paper-based documents that
describe the items subject to measures for electronic provision. However, the Notes to Consolidated Financial Statements
and the Notes to Non-Consolidated Financial Statements are not included in such documents, pursuant to the provisions oflaws and regulations and Article 18 of the Company’s Articles of Incorporation.
The Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Audit & Supervisory
Committee in preparing its audit report and the Accounting Auditor in preparing its accounting audit report include, in
addition to the content of the paper-based document, items to be presented as Notes to Consolidated Financial Statements
and Notes to Non-Consolidated Financial Statements.

-3-

Management Policies of the SWCC Group(1) Medium-term management plan “Change & Growth SWCC 2026 Rolling Plan 2024”
The Company’s vision for 2030 is to break out of its frame as a general electric wire manufacturer andtransform itself into a manufacturer that proposes solutions to enrich people’s lives even more than before.
In the medium-term management plan “Change & Growth SWCC 2026 Rolling Plan 2024,” the Company
has revised its overall plan to seek higher goals based on changes in the business environment and progress
made over the two years of the medium-term management plan so far. In addition, the Company has also
launched new priority measures to enhance corporate value in order to come closer to its vision for 2030.
Specifically, the Company will further refine ROIC management to strengthen business cash flow generation
capabilities and strengthen its capital strategy to optimize the cost of capital and enhance shareholder returns.
In addition to enhancing its human capital strategy to ensure that the Company does not go back on reforms
made so far, the Company will also focus on business expansion into new markets and new areas based on
its business development (BD) strategy as an upside element of this plan.
The positioning of this rolling plan and its main financial goals are as follows.

-4-(2) SWCC Group management policy for FY2024
Founded in SWCC Purpose, we will steadily implement reforms to achieve the goals of the medium-term
management plan “Change & Growth SWCC 2026 Rolling Plan 2024,” while making flexible and speedy
decisions and implementing measures in response to changes in the market and environment, in order tofurther strengthen our management structure and improve capital efficiency.
From this perspective, the SWCC Group management policy for FY2024 is as follows.
1.
2.
3.
4.
5.
6.

Continuous reforms based on the spirit of change
Concretization and implementation of measures for growth strategy
Improvement of capital efficiency(Spreading the concept of ROIC management, deepening of cash flow management, and reducing thebalance sheet)
Thorough quality control and safety-first initiatives(Building a framework and resolving to regain trust)
Improvement of engagement(Creating a comfortable workplace and promoting health management)
Establishment of a system to ensure that we do not go back on reforms made, with a foundation in“cultivating people”(Launching a new management system and reforming corporate culture)

-5-

-6-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Appropriation of Surplus

The Company proposes that surplus be appropriated in the manner as stated below.
Matters related to year-end dividends
The Company’s basic policy regarding the distribution of profits is to pay stable and continuous dividends toshareholders based on a capital policy that takes into consideration not only the earnings situation but also
future business strategies and business development, including various investments for the growth of the
SWCC Group.
In accordance with this policy, the Company proposes to pay year-end dividends for the 128th fiscal year as
follows:(1) Type of dividend property:
Cash(2) Allocation of dividend property and the total amount distributed:
The Company proposes to pay a dividend of ¥55 per common share of the Company.
Total amount: ¥1,632,364,140
As the Company has already paid an interim dividend of ¥35 per share, the annual dividend for the
fiscal year will be ¥90 per share.
(3) Effective date of distribution:
June 26, 2024

-7-

Proposal 2:

Election of Two (2) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The terms of all two (2) Directors (excluding, here and in the paragraphs below, Directors who are Audit &Supervisory Committee Members) will expire at the conclusion of this Meeting.
Therefore, the Company proposes the election of two (2) Directors.
The candidates for Directors are as follows.
Note:

Nomination of candidates for Directors was made according to the “Criteria for Nominating Director and Corporate
Officer Candidates” and by resolution of the Board of Directors, after obtaining a report by the Nominating andRemuneration Committee which consists of Independent Outside Directors only. In addition, the candidates werealso deliberated by the Audit & Supervisory Committee, and confirmation was received that no particular opinions
were expressed.

Candidatenumber

1

2

Name

Takayo Hasegawa

Tetsuo Komata

Gender(Age)

Current Position and Responsibility
in the Company

Female(64 years old)

Executive President and Representative
Director (CEO), Chairman of the Boardof Directors
Reelection
Responsible for Supervising GroupManagement and Quality SupervisionMale(58 years old)

Senior Executive Vice President (COO)
Responsible for Group Management
Strategy, BD Strategy, IR Strategy,
New election
Domestic and Overseas Group
Company Management-8-Candidate number

1

Takayo Hasegawa(October 15, 1959)(64 years old)

Number of the Company shares held
20,565 shares
Attendance at Board of Directors
meetings (FY2023)
18/18
Number of years in office as a Director
11 years[Career summary, positions and areas of responsibility in the Company]
Apr. 1984
June 2005
Apr. 2006
Apr. 2008
Reelection
June 2009

Apr. 2010

June 2013
Apr. 2017
June 2018
Apr. 2019
Apr. 2020
June 2022
Apr. 2024

Joined the Company
Deputy General Manager, Engineering R&D Center, and General Manager,
Superconductivity Project of the Company
Director, General Manager, Engineering R&D Center of SWCC SHOWA CABLE
SYSTEMS CO., LTD.
Director, General Manager, Engineering R&D Center of SWCC SHOWA CABLE
SYSTEMS CO., LTD.
Manager, Product Planning Team, Corporate Planning Dept., Planning Div. of theCompany
Executive Managing Director, General Manager, Engineering R&D Center of SWCC
SHOWA CABLE SYSTEMS CO., LTD.
Manager, Product Planning Team, Corporate Planning Dept. of the Company
Executive Managing Director, General Manager, Engineering R&D Center of SWCC
SHOWA CABLE SYSTEMS CO., LTD.
Corporate Officer, General Manager, Engineering Planning Dept. of the Company
Director, General Manager, Engineering Planning Dept. of the Company
Director of the Company
President and Director of the Company
President and Representative Director, Group CEO of the Company
President and Representative Director, Chairman of the Board of Directors
Group CEO of the Company
Outside Director of HOYA CORPORATION (to present)
Executive President and Representative Director (CEO), Chairman of the Boardof Directors of the Company (to present)

Significant concurrent positions
Outside Director of HOYA CORPORATION
Reason for nomination as a candidate for Director
Ms. Takayo Hasegawa possesses abundant work experience and an impressive track record mainly inengineering R&D-related departments of the Group, and has greatly increased corporate value throughher excellent management skills and leadership. We have determined that her extensive businessexperience, track record, and insight are indispensable to maximize corporate value as we move forwardwith our medium-term management plan “Change & Growth SWCC 2026 Rolling Plan 2024,” and we
propose her as a candidate to continue in her position as Director. After she takes office as Director, theCompany will reappoint her as Representative Director, as well as Chairman of the Board of Directors.
Message from the candidate
Since assuming the position of President in 2018, I have strengthened our financial position andimproved capital efficiency through various governance and management reforms. With this experience,
I will contribute to making the SWCC Group an even bigger and stronger corporate organization.
Notes:

1. There is no special interest between Ms. Takayo Hasegawa and the Company.
2. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising from the cases caused by actions
taken in the knowledge that the action violates laws or regulations. If Ms. Takayo Hasegawa is elected andappointed as Director, she will be insured by the policy. The Company plans to renew the policy with the samecontent with her at the next term of renewal.

-9-Candidate number

2

Tetsuo Komata(November 19, 1965)(58 years old)

Number of the Company shares held
5,459 shares[Career summary, positions and areas of responsibility in the Company]
Apr. 1989
June 2001
Apr. 2006
Apr. 2007
New election

June 2011
Oct. 2011
Oct. 2017
July 2018

Apr. 2021
Apr. 2023
Apr. 2024

Joined the Company
Managing Director of Hangzhou FUTONG SHOWA Optical Communication(temporary transfer)
General Manager, Manufacturing Dept., Optical Device Unit of SWCC SHOWADEVICE TECHNOLOGY CO., LTD.
General Manager, Manufacturing Dept., Interconnection Business Div. of SWCC
SHOWA DEVICE TECHNOLOGY CO., LTD.
General Manager, Interconnection Dept., Communication System Business Unit of
SWCC SHOWA CABLE SYSTEMS CO., LTD.
General Manager, Production Management Dept., Communication System Business
Unit of SWCC SHOWA CABLE SYSTEMS CO., LTD.
General Manager, Corporate Strategy Dept. of SWCC SHOWA CABLE SYSTEMS
CO., LTD.
Corporate Officer, General Manager, Corporate Planning Dept., Business Strategy Div.
of the Company
General Manager, Corporate Planning Dept. of SWCC SHOWA CABLE SYSTEMS
CO., LTD.
Executive Corporate Officer, General Manager, Corporate Strategy Planning Dept. of
the Company
Executive Corporate Officer, General Manager, Strategy Div. of the Company
Senior Executive Vice President (COO) of the Company (to present)

Reason for nomination as a candidate for Director
Mr. Tetsuo Komata has played a central role in the engineering, manufacturing, and corporate planningdepartments, and has accumulated extensive experience and achievements in overall management
through leading overseas subsidiaries as the general manager. Judging that he will contribute to theimprovement of the mid- and long-term corporate value of SWCC Group utilizing his experience andknowledge in management strategies, etc., and we propose him as a candidate for the position of
Director.
After he takes office as Director, the Company will appoint him as Representative Director.
Message from the candidate
As Corporate Officer responsible for corporate strategy, I have implemented various business portfolio
reforms to improve profitability. Looking ahead, I will continue to strive to achieve the goals of our
medium-term management plan by further promoting ROIC management and strengthening the SWCC
Group’s earning power and cash flow generation capabilities.
Notes:

1. There is no special interest between Mr. Tetsuo Komata and the Company.
2. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising from the cases caused by actions
taken in the knowledge that the action violates laws or regulations. If Mr. Tetsuo Komata is elected and appointed
as Director, he will be insured by the policy. The Company plans to renew the policy with the same content withhim at the next term of renewal.

- 10 -

Proposal 3:

Election of Two (2) Directors Who Are Audit & Supervisory Committee Members

The terms of two (2) Directors who are Audit & Supervisory Committee Members will expire at theconclusion of this Meeting.
Therefore, the Company proposes the election of two (2) Directors who are Audit & Supervisory Committee
Members.
Prior consent of the Audit & Supervisory Committee has been obtained for this proposal.
The candidates for Directors are as follows.
Note: Nomination of candidates for Directors was made according to the “Criteria for Nominating Director and Corporate
Officer Candidates” and the “Independence Criteria for Outside Officers,” and by resolution of the Board of Directors,
after obtaining a report by the Nominating and Remuneration Committee which consists of Independent Outside
Directors only.

Candidatenumber1

2

Name

Yuji Sakakura

Futoshi Yamaguchi

Gender(Age)

Current Position and Responsibility
in the Company

Male
Outside Director (Independent Officer)(73 years old)
Corporate Officer
Male
Executive President and CEO,(62 years old)
Responsible for Special Assignment- 11 -

Reelection
OutsideIndependent
New election

Candidate number

1

Yuji Sakakura(May 3, 1951)(73 years old)

Number of the Company shares held
700 shares
Attendance at Board of Directors
meetings (FY2023)
18/18
Attendance at Audit & Supervisory
Committee meetings (FY2023)
17/17
Number of years in office as a Director
4 years[Career summary, positions and areas of responsibility in the Company]

Reelection
OutsideIndependent

Apr. 1974
Apr. 1998
June 1999
Mar. 2004
May 2006
May 2011
June 2011
Mar. 2014
June 2016
Apr. 2019
June 2019
Dec. 2019
June 2020

Joined Nissho Iwai Corporation (currently Sojitz Corporation)
General Manager, Financial Market Division of Nissho Iwai Corporation
President and Representative Director of Nissho Iwai Securities Co., Ltd.
President and Representative Director of Fides Securities Corporation
Director, Chief Financial Officer of GCA Corporation
Representative Director of Relations Japan Corporation (to present)
Outside Audit and Supervisory Board Member of AUTOBACS SEVEN Co., Ltd.
Outside Audit & Supervisory Board Member of Fullcast Holdings Co., Ltd.
Outside Audit & Supervisory Board Member of UKC Holdings Corporation (currently
Restar Holdings Corporation)
Director (Audit and Supervisory Committee Member) of Restar Holdings Corporation
Auditor of Yuumi Memorial Foundation for Home Health Care (to present)
Outside Audit & Supervisory Board Member of Shonan Seminar Co., Ltd.
Outside Director (Audit & Supervisory Committee Member) of the Company (topresent)

Summary of reason for nomination as a candidate for Outside Director and expected roles
Mr. Yuji Sakakura possesses extensive and multifaceted insights regarding corporate management
gained through his track record and experience as financial operating officer of a general trading
company, manager of a securities firm, and chief financial officer of an M&A advisory firm. We expect
him to further strengthen the SWCC Group’s corporate governance through audit and oversight of theCompany’s overall management based on his experience and insights. For these reasons, we propose
him as a candidate to continue in his position as Outside Director who is an Audit & Supervisory
Committee Member.
Message from the candidate
In the past four years, I have monitored and supervised the management execution system and actively
expressed my opinions as an Outside Director who is an Audit & Supervisory Committee Member andas the Chairman of the Nominating and Remuneration Committee. I hope to contribute to the mediumand long-term development of the SWCC Group and meet the expectations of its shareholders by
utilizing my knowledge and experience in the areas of finance, capital markets, and M&A.
Notes:

1. There is no special interest between Mr. Yuji Sakakura and the Company.
2. Mr. Yuji Sakakura is a candidate for Outside Director. He possesses independence as stipulated by the Tokyo Stock
Exchange’s criteria for independence and the Company’s “Independence Criteria for Outside Officers.” He has
been reported as independent officer stipulated in Rule 436-2 of the Tokyo Stock Exchange Securities Listing
Regulations, and the Company intends for him to continue to be as independent officer should his reappointment
be approved.
3. The Company has entered into the liability limitation contract with Mr. Yuji Sakakura in accordance with theprovisions of the Company’s Articles of Incorporation and Article 427, paragraph (1) of the Companies Act tolimit the liability for damages as provided for in Article 423, paragraph (1) of the Companies Act. The limitationof the liability for damages under the relevant contract is the minimum liability amount set forth in Article 425,
paragraph (1) of the Companies Act. If the proposed appointment of Mr. Yuji Sakakura is approved, the Company
intends to continue said contract with him.
4. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising from the cases caused by actions
taken in the knowledge that the action violates laws or regulations. If Mr. Yuji Sakakura is elected and appointed
as Director, he will be insured by the policy. The Company plans to renew the policy with the same content withhim at the next term of renewal.

- 12 -

Candidate number

2

Futoshi
Yamaguchi(April 2, 1962)(62 years old)

Number of the Company shares held
9,600 shares[Career summary, positions and areas of responsibility in the Company]
Nov. 1988
Apr. 2006

New election

June 2014
June 2015
June 2016
Apr. 2019
July 2019Feb. 2020
Apr. 2021
Apr. 2022
Apr. 2023
Apr. 2024

Joined the Company
Manager, Accounting Section, supervising Accounting Dept. of the Company
General Manager, Accounting Dept. of SWCC SHOWA BUSINESS SOLUTIONS
CO., LTD.
General Manager, supervising Accounting Dept. of the Company
Director and General Manager, supervising Accounting Dept. of the Company
Director and General Manager, Corporate Planning Dept. of the Company
President and Director of SWCC SHOWA BUSINESS SOLUTIONS CO., LTD.
Director and Executive Corporate Officer, General Manager, Finance Strategy Div. of
the Company
Executive Corporate Officer, General Manager, CSR Promotion Div. of the Company
Executive Corporate Officer, General Manager, Management Div. of the Company
Executive Corporate Officer, General Manager, supervising Corporate Management
Dept. of the Company
Executive Corporate Officer, General Manager, Shared Services Preparation Office of
the Company
Executive Corporate Officer of the Company
Corporate Officer of the Company (to present)

Reason for nomination as a candidate for Director
Mr. Futoshi Yamaguchi possesses extensive work experience and an impressive track record mainly inaccounting and finance departments, as well as from his involvement in corporate management as
Director of the Company and its Group company. Based on his experience and insights, he is nominatedas a candidate for Director who is an Audit & Supervisory Committee Member in the expectation that
he will make proposals regarding the Company’s management issues from an objective perspective andsupervise the execution of business.
Message from the candidate
I hope to bring a new perspective to the status of business execution, utilizing my experience with awide range of business execution in the corporate sector, particularly in accounting and finance. In
addition, as a Full-time Audit & Supervisory Committee Member, I will strive to maintain and improvean environment that facilitates the activities of other committee members, so that the Audit &Supervisory Committee can sufficiently fulfill its role.
Notes:

1. There is no special interest between Mr. Futoshi Yamaguchi and the Company.
2. If the proposed appointment of Mr. Futoshi Yamaguchi is approved, the Company intends to enter into the liability
limitation contract with him in accordance with the provisions of the Company’s Articles of Incorporation and
Article 427, paragraph (1) of the Companies Act to limit the liability for damages as provided for in Article 423,
paragraph (1) of the Companies Act. The limitation of the liability for damages under the relevant contract is theminimum liability amount set forth in Article 425, paragraph (1) of the Companies Act.
3. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising from the cases caused by actions
taken in the knowledge that the action violates laws or regulations. If Mr. Futoshi Yamaguchi is elected andappointed as Director, he will be insured by the policy. The Company plans to renew the policy with the samecontent with him at the next term of renewal.

- 13 -

Composition of the Board of Directors, Skill Matrix, and Reason for Selection of Skill Categories
The Company’s basic approach to corporate governance is based on the SWCC Purpose, which serves as a
guide for the SWCC Group’s significance of existence and for the management and employees to work
together. We will continue to promote initiatives, recognizing that increasing the speed and efficiency ofmanagement and the associated strengthening of monitoring functions is a universal task for companies. In
accordance with this approach, our policy is to appoint directors with outstanding character and insight who
can supervise and execute management of the Company, and to have members with diverse backgrounds so
as to cover a wide range of knowledge and expertise that the Company considers important.
Based on the above policy, we have decided to appoint persons to the Board of Directors who have abundant
knowledge, expertise and experience in the fields of sales, overseas, accounting and finance, and technology,
in a balanced manner, as knowledge and expertise in sustainability are essential to further promote efforts tosolve social issues, in addition to experience in corporate management.
The Company will continue to review the skills required for the Board of Directors in accordance withchanges in management policies and strategies.
The composition of the Board of Directors, together with a skill matrix indicating each candidate’sknowledge, expertise and experience, and the reason for selection of the skill categories, is provided below.
Composition of the Board of Directors (Upon the approval and adoption of Proposals 2 and 3)
Audit & Supervisory
Committee Member

Nominating andRemuneration
Committee Member

Outside Director

Independent Officer

Yuji Sakakura

●

●

●

●

Seiichiro Ichikawa

●

●

●

●

Takashi Mukuno

●

●

●

●

Minako Nishimura

●

●

●

●

Futoshi Yamaguchi

●

Name

Representative
Director

Takayo Hasegawa●

Tetsuo Komata●

Skill matrix of each Director
Essential skill
Sales

Overseasbusiness

Name

Corporate
management

Sustainability

Takayo Hasegawa●●

Tetsuo Komata

●

●

●

Yuji Sakakura

●

●

●

Seiichiro Ichikawa●●

Takashi Mukuno●●

Minako Nishimura●●

Futoshi Yamaguchi●●

Accounting &financeEngineering

●
●
●
●
●

●
●
●

Notes: 1. The Company plans for Ms. Takayo Hasegawa to be reappointed as Representative Director by resolution at a meeting of the Board of Directors
to be held after the conclusion of the Ordinary General Meeting of Shareholders.
2. The Company plans for Ms. Tetsuo Komata to be appointed as Representative Director by resolution at a meeting of the Board of Directors to beheld after the conclusion of the Ordinary General Meeting of Shareholders.
3. Mr. Seiichiro Ichikawa will have served as Director (at the conclusion of the meeting) for three years, while Mr. Takashi Mukuno and Ms. Minako
Nishimura will have served as Director (at the conclusion of the meeting) for one year.

- 14 -

Skill categories and reason for their selection
Skill categories

Reason for selection

Corporate management

To achieve the medium-term management plan “Change & Growth SWCC 2026 Rolling Plan
2024,” the Company needs directors with reliable knowledge and experience regarding corporate
management that can promote the sustainable growth of the Company’s corporate value.

Sustainability

The Company aims to utilize the technologies and experience it has built up through businessbased on the SWCC Purpose to promote business that solves social issues and thereby achieve asustainable society and increase in corporate value. To this end, the Company needs directors
with reliable knowledge and experience about the environment, society, and strengthening
governance, etc.

Sales

To provide high-value-added products, the Company needs directors who have reliableknowledge and experience of ascertaining and analyzing market trends and formulating sales
strategies.

Overseas businessTo achieve sustainable growth in its overseas business, the Company needs directors who haveoverseas business management experience and reliable knowledge and experience of overseas
business environments and so forth.

Accounting & finance

To promote growth investment for sustainably increasing corporate value and promotemanagement for increasing capital efficiency taking return on invested capital (ROIC) as a key
performance indicator, the Company needs directors with reliable knowledge and experience inaccounting and finance.

Engineering

The Company needs directors with solid knowledge and experience in engineering to create
products with appropriate quality, conduct extensive research and development, including basic
research, create new business models, and promote digital transformation (DX).

- 15 -

Reference
1. Corporate Governance(1) Corporate Governance Initiatives
The Company is working to increase the efficiency and speed of business execution by substantiallydelegating authority for business execution to Corporate Officers, while promoting the strengthening ofauditing and supervisory functions centered on the Audit & Supervisory Committee.
In addition, by having clearly defined the authority and responsibility of the persons responsible(Corporate Officers in charge) for respective segments that are aligned with our business segments(Energy and Infrastructure Business, Electrical Equipment and Components Business, andCommunication and Industrial Device Business), we are promoting further enhancements to therevenue structure, which is no longer defined by individual business operating companies, and efficientmanagement based on the performance indicator Return On Invested Capital (ROIC) and others.
In order to more rapidly resolve the Company’s problems and strengthen profitability toward achieving
the goals of the medium-term management plan, the SWCC Group has established a new organizational
structure effective April 1, 2024. Under the new structure, the Corporate Officer responsible forcorporate strategy will be promoted to the position of Senior Executive Vice President (COO) to speed
up business management in order to increase the certainty of achieving the goals of the medium-term
management plan.
Corporate Governance Structure Diagram (as of April 1, 2024)- 16 -

Overview of the group management structure
As of April 1, 2023, the Company has absorbed by merger its operating companies SWCC SHOWACABLE SYSTEMS CO., LTD. and SWCC SHOWA UNIMAC LTD. and transitioned from a pureholding company to an operating company.
Improve the efficiency of group management
By consolidating and integrating functions and divisions that were distributed or overlapped
between the holding company and the operating companies, we have streamlined the corporate
functions that serve as shared resources for the entire Group. Furthermore, by clearly separating
the strategy and management functions, we are improving the respective functions.
Strengthen group strategy functions
By concentrating group strategy functions in the Business Strategy Division, we will further
strengthen the ability to cross business segment boundaries. We will also continue to add andexpand strategy functions that are directly linked to manufacturing and innovation, such as researchand development, production technology, and DX promotion.
Streamline group management functions
With respect to group management functions, by standardizing common operations within theGroup and unifying different systems among Group companies, we have launched the management
and operation of internal Group operations by the Shared Services Division. In addition, we will
redeploy resources through the use of DX to improve the efficiency of operations, and try to makethe most of the various human resources within the Group.

- 17 -

(2) Optional Advisory Committee
The Company has established the Nominating and Remuneration Committee, which constitutes a
voluntary advisory body to the Board of Directors, with the aim to improve objectivity and transparencyof the process of human resource and remuneration decisions regarding Directors, etc. by appropriately
securing opportunities for the Independent Outside Directors to involve and to offer advice, as well as
to further enhance and strengthen the Corporate Governance Structure.
The Nominating and Remuneration Committee is composed of three (3) or more Directors selected byresolution of the Board of Directors, a majority of whom are stipulated to be Independent Outside
Directors.
For Proposal 2 and Proposal 3, a report has been obtained from the Nominating and Remuneration
Committee, which is comprised of four (4) Independent Outside Directors only.
The Nominating and Remuneration Committee met 10 times during the fiscal year under review. The
meetings held during the fiscal year under review focused on deliberating the approach to performance
reviews and evaluation results, and the amount of remuneration for the next fiscal year (fiscal year2024), and the committee reported on these to the Board of Directors. The results of performance
reviews on incumbent Directors and Corporate Officers were referenced in developing a response on
the amounts of remuneration for the next fiscal year.
(3) Corporate Officer System
The Company strengthens and expands the Corporate Officer System with the aim of increasing theefficiency and speed of business execution.
Corporate Officers are appointed in the same way as the candidates for Directors, by a resolution of theBoard of Directors after obtaining the report of the Nominating and Remuneration Committee. In
addition, a Corporate Officer contract of mandate is concluded between the Company and the Corporate
Officers, in which the authority, missions and responsibilities of each Corporate Officer are clarified.
Please refer to “(2) Status of Corporate Officers” under “3. Items concerning Company’s Officers” inthe Business Report of the Japanese original, for details about the Company’s Corporate Officers as ofApril 1, 2024.

- 18 -

2. Criteria for Nominating and Dismissing Directors, etc.
In order to enhance objectivity and transparency regarding the election and dismissal of Directors, etc., theCompany has established the “Criteria for Nominating Director and Corporate Officer Candidates” and the“Independence Criteria for Outside Officers,” as well as the “Criteria for Dismissing Directors and Corporate
Officers” over the Board of Directors. In addition, with regards to the election and dismissal of Directors,
etc., to further enhance objectivity and transparency there shall be deliberations by the Nominating andRemuneration Committee, and the Board of Directors shall make the final decision, while respecting its
response.
(1) Criteria for Nominating Director and Corporate Officer Candidates
Individuals with outstanding character and insight who can supervise and execute management of theCompany in accordance with the basic principles of the Corporate Governance are nominated as
candidates for Director and Corporate Officer by resolution of the Board of Directors, regardless of
their personal attributes such as gender and nationality. The term of office of the Directors (excluding
Directors who are Audit & Supervisory Committee Members) and Corporate Officers of the Company
is one year.
Directors:(i)Must be an individual with background, capability, leadership, medium- and long-term
perspective as well as high ethical standards, all appropriate to involve in decision-making related
to management and in supervision of business execution.

(ii)

Must be an individual who respects and practices the Company’s corporate philosophy, has
integrity trusted by customers, business partners, shareholders, local communities and employees,
observes the law, the corporate code of conduct as well as the internal and external ethics andnorms, and has the insight and fairness necessary for a Director.

(iii) In addition to the items above, the Independent Outside Director of the Company must be anindividual who can be judged to have independence based on the “Independence Criteria for
Outside Officers” established by the Company.
Corporate Officers:(i)Must be an individual who is able to continuously improve the corporate value of the Company,
offer concrete proposals of and execute management strategies and action plans that contribute to
an increase in corporate value in the medium- and long-term, and who is able to continuously
make efforts to perpetually review and improve them.

(ii)Must be an individual with abilities that employees can aim for, such as responding to market
changes and thoroughly practicing its basics, observing the law, building and applying compliance,internal control, as well as risk and crisis management.

(iii) Must be an individual who has the abilities to freely discuss in the management meetings, etc.,
express constructive opinions, make recommendations and build a consistent strategic system bycomprehensively identifying the management resources of the entire Group.
(iv) Must also be an individual who has the abilities required as a corporate officer in charge ofbusiness execution of the entire Group.

- 19 -

(2) Independence Criteria for Outside Officers
Outside Officers and candidates for Outside Officer are deemed to have independence by the Company
if none of the following is found to apply as a result of a survey conducted by the Company to areasonably possible extent.
(i)People executing business (Note 1) of the Company and its subsidiaries (hereinafter referred tocollectively as “the Group”) or people who have executed business of the Group in the past 10
years

(ii)

Major suppliers to the Group (Note 2), or people executing business of the suppliers(iii) Major clients of the Group (Note 3), or people executing business of the clients(iv) Major shareholders, directly or indirectly, with 10% or more of the total voting rights in the
Company, or people executing business of the major shareholders(v)

People belonging to the auditing firm that is the accounting auditor of the Group(vi) Lawyers, certified public accountants, tax accountants, consultants, etc. receiving substantial
amounts (Note 4) of money and other economic benefits in addition to remuneration provided to
officers by the Group(vii) People belonging to law offices, auditing firms, tax accounting or consulting firms, groups, suchas a union, who receive substantial amounts of money and other economic benefits from the Group,
people receiving substantial amounts of donations or assistance from the Group, or who haveexecuted business or have been director of a firm or a group, such as a union(viii) People to whom either (ii) to (vii) above applied in the past 3 years(ix) Close relatives (Note 5) of people to whom either (i) to (vii) above applies
Notes:

1. People executing business means Executive Director, Corporate Officer (Shikkoyaku or Shikkoyakuin), andemployees that hold senior management position.
2. Major supplier means a supplier whose transaction amount with the Group during the most recent fiscal year ismore than 2% of the supplier’s consolidated net sales for that fiscal year, or financial institutions whose financing
to the Group is more than 2% of the Group’s consolidated total assets at the end of the most recent fiscal year.
3. Major client means a client whose transaction amount with the Group during the most recent fiscal year is morethan 2% of the Company’s consolidated net sales for that fiscal year.
4. Substantial amount means 10 million yen or more, for individuals, or more than 2% of consolidated net sales orgross revenue, for companies or groups, on average for the past three fiscal years.
5. Close relative means a spouse or a relative of second-degree or closer.

(3) Criteria for Dismissing Directors and Corporate Officers
If it is judged that a Director or Corporate Officer of the Company is likely to fall under any of thefollowing items, the Nominating and Remuneration Committee shall deliberate and examine the needfor dismissal and the Board of Directors shall make a decision.
(i)Engaged in an act that is in breach of public order and morals (including where (s)he has beenfound to have a socially reprehensible relationship with antisocial forces)(ii)

Violated laws and regulations or the Group’s rules, etc. including the Articles of Incorporation,
causing a substantial loss or business hindrance to the Group(iii) Found not to possess abilities stipulated in the “Criteria for Nominating Director and Corporate
Officer Candidates”(iv) Caused significantly poor business performance of the Group (applicable to Representative
Director, and Executive President and CEO only)(v)

Caused significantly poor business performance or operational malaise of a business or sector in
charge (applicable to Corporate Officers only)(vi) Was significantly hindered, due to health reasons, etc., in the execution of duties- 20 -

3. Evaluation of the Effectiveness of the Board of Directors
In order to verify the appropriate functioning of the Board of Directors, the Company analyzes and evaluates
its own effectiveness every fiscal year. Specifically, answers to a questionnaire given to all Directors are used
to share evaluation results and issues with the Board of Directors, which then engages in constructive debate
on the ideal state of the Board of Directors going forward.
The analysis and evaluation for the fiscal year under review were conducted in the following manner, withadvice from an external organization. First, a questionnaire was sent to all directors who are members of theBoard of Directors. The response method was anonymous, as responses were made directly to the externalorganization. The questionnaire was conducted from multiple perspectives, including the operation, debates,
and monitoring function of the Board of Directors, as well as the performance of Outside Directors andoperation of the Nominating and Remuneration Committee.
As an overview of the evaluation results, it was found that, with regard to the operation of the Board of
Directors, the frequency of its meetings is appropriate, and the discussions are not formal, but rather free,vigorous, and constructive discussions and exchanges of opinions. In addition, with regard to debates, indetermining management strategies and plans, evaluation results show that sufficient discussion was
conducted with an awareness of profitability and capital efficiency, and sufficient consideration was
conducted for specific measures to achieve management with an awareness of cost of capital and stock price.
Furthermore, with regard to dialogue with shareholders, the results of the evaluation indicate that the status
of dialogue with shareholders (investors) through IR activities, etc. is appropriately fed back to the Board of
Directors and is sufficiently discussed by the Board as an agenda item for deliberation.
With regard to performance of Outside Directors, evaluation results indicate that appropriate comments andsuggestions are being provided from a broad perspective (not too detailed) in terms of management strategy,
business planning, and risk management as part of the supervision of business execution. Also, with regard
to operation of the Nominating and Remuneration Committee, evaluation results indicate that the committee
is generally functioning effectively, as it engages in discussions on nomination and remuneration in line withstrategies, and discussions are not formal, but rather free, vigorous, and constructive discussions andexchanges of opinions. Finally, regarding the Audit & Supervisory Committee, evaluation results also
indicate that the committee formulates appropriate audit policies and plans, conducts accounting audits andother activities in addition to individual matters stipulated by laws and regulations, and audits whether theinternal control system is properly established and operated with sufficient depth and frequency. In addition,
the committee interviews Corporate Officers and others as necessary and appropriate in the execution of its
duties, taking into consideration both independence and audit effectiveness.
Therefore, we believe that the Board of Directors as a whole is functioning properly and its effectiveness is
ensured, given that the results of each evaluation are generally favorable.
On the other hand, the evaluation identifies issues related to the Board of Directors’ deliberations regarding
sufficient discussion in addressing social issues such as human rights and labor issues, issues related to theBoard’s monitoring function regarding sufficient post-implementation follow-up on the status of resolutions
approved by the Board of Directors, and furthermore, issues regarding opportunities for training required of
officers (e.g., acquiring the necessary knowledge for their roles and responsibilities).
Going forward, the Company’s Board of Directors will continue to work to improve its function by taking
prompt action on such issues upon due consideration in light of this evaluation of its effectiveness.

- 21 -

FY2023 major evaluation items and results
Evaluation item
State of the Board of Directors

Monitoring function of the Board of Directors

Performance of Outside Directors

Training

Operation of the Nominating
and Remuneration Committee

Dialogue with shareholders (investors)

Audit & Supervisory Committee

Composition of the Board of Directors
Operation of the Board of Directors
Discussions at the Board of Directors

Evaluation results- With regard to the operation of the Board of Directors, the frequency of Board of Directors meetings is appropriate, and the deliberations are not formal, but rather
free, vigorous, and constructive discussions and exchanges of opinions.
- With regard to deliberations, in determining management strategies and plans, sufficient discussion was conducted with an awareness of profitability and capitalefficiency, and sufficient consideration was conducted for specific measures to achieve management with an awareness of cost of capital and stock price.
- With regard to dialogue with shareholders, the status of dialogue with shareholders (investors) through IR activities, etc. is appropriately fed back to the Board of
Directors and is sufficiently discussed by them as an agenda item for deliberation.
- With regard to performance of Outside Directors, appropriate comments and suggestions are being provided from a broad perspective (not too detailed) in terms ofmanagement strategy, business planning, and risk management as part of the supervision of business execution.
- With regard to operation of the Nominating and Remuneration Committee, the committee is generally functioning effectively, as it engages in discussions on
nomination and remuneration in line with strategies, and discussions are not formal, but rather free, vigorous, and constructive discussions and exchanges of opinions.
- Regarding the Audit & Supervisory Committee, the committee formulates appropriate audit policies and plans, conducts accounting audits and other activities in
addition to individual matters stipulated by laws and regulations, and audits whether the internal control system is properly established and operated with sufficientdepth and frequency. In addition, it interviews Corporate Officers and others as necessary and appropriate in the execution of its duties, taking into consideration both
independence and audit effectiveness.

The Board of Directors as a whole is functioning properly and its effectiveness is ensured

Issues to be addressed for FY2024
Sufficient discussion in addressing social
issues on human rights, labor issues, etc.

Sufficient post-implementation follow-up on the statusof resolutions approved by the Board of Directors

Opportunities for training required of officers(e.g., acquiring the necessary knowledge for theirroles and responsibilities)

Further enhancement of the Board of Directors’ functions- 22 -

4. The Company’s Policy on Cross-shareholdings
Basic policy on cross-shareholdings(i)

Our basic policy is not to hold any shares, in principle.

(ii)

If we have no choice but to continue to hold such shares, we will strictly examine the rationality ofsuch holding.

(iii)

The exercise of voting rights regarding such shares will be judged comprehensively in light of theircontribution to improving the Company’s corporate value, etc.
Changes in cross-shareholdings

Notes: 1. The number of stocks and the ratio of year-end balance sheet amount to consolidated net assets are for SWCC
SHOWA HOLDING CO., LTD. and SWCC SHOWA CABLE SYSTEMS CO., LTD. (the company with the largest
balance sheet amount of investment stocks (investment stock amount) among consolidated subsidiaries). The
Company has implemented an absorption-type merger with SWCC SHOWA CABLE SYSTEMS CO., LTD. on
April 1, 2023 and changed its company name to SWCC Corporation.
2. Based on the above basic policy, the Company’s immediate goal is to reduce the ratio of shares held as crossshareholdings to consolidated net assets on the balance sheet to less than 10% at the end of the fiscal year, and asof the FY2023 first nine months ended December 31, 2023, that ratio had been reduced to 8.7%. However, mainly
due to the impact of rising stock prices, the ratio of year-end balance sheet amount to consolidated net assets was
10.0%.

End- 23 -