This document has been translated from the original document in Japanese. In the event ofany discrepancy between this English translation and the original document in Japanese, theoriginal document in Japanese shall prevail.
Stock Code: 8150

NOTICE OF THE 72nd ORDINARY
GENERAL MEETING OF SHAREHOLDERS

Time and Date of the Meeting:
10:00 a.m. on Thursday, June 22, 2023
Reception starts at 9:00 a.m.
Venue:
Conference Room on the 10th floor of the Company’s headquarters,
at 4-12, Shiba 4-chome, Minato-ku, Tokyo

Agenda:Item 1: Payment of Year-End Dividends of Surplus
Item 2: Election of Twelve (12) Directors
Item 3: Election of One (1) Audit & Supervisory Board Member
Item 4: Election of One (1) Substitute Audit & Supervisory Board Member

If You Are Unable to Attend the General Meeting of Shareholders
Please exercise your voting rights on the Internet or in writing.
Deadline for exercise of voting rights:
5:10 p.m. on Wednesday, June 21, 2023
No souvenirs will be distributed to attending shareholders.

Sanshin Electronics Co., Ltd.

NOTICE OF THE 72nd ORDINARY
GENERAL MEETING OF SHAREHOLDERS
Stock Code: 8150
June 1, 2023
Dear Shareholder:
The 72nd Ordinary General Meeting of Shareholders of Sanshin Electronics Co., Ltd. (the “Company”), will be held
at 10:00 a.m. (reception starts at 9:00 a.m.) on Thursday, June 22, 2023, in the Conference Room on the 10th floor of
the Company’s headquarters, at 4-12, Shiba 4-chome, Minato-ku, Tokyo.
When convening the General Meeting of Shareholders, the Company uses electronic provision measures for
information that is the contents of reference materials, etc., for the General Meeting of Shareholders (matters subject
to electronic provision measures). The information is posted on the Internet on the websites listed below. Please
access either website to view the information.
Regarding this Notice, the Company will send the delivery document to all shareholders who requested delivery of
written documents based on the applicable laws and regulations, and the Articles of Incorporation.
[Company Website]
http://www.sanshin.co.jp/ir/meeting/(Please access the website listed above and refer to “Convocation Notice” under “The 72nd (FY 2022) Ordinary
General Meeting of Shareholders.”)[Websites Listing Materials for the General Meeting of Shareholders]
https://d.sokai.jp/8150/teiji/[Website Operated by the Tokyo Stock Exchange (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please access the Tokyo Stock Exchange website listed above. In the “Company Name/Code” enter and search for“Sanshin Electronics or the Company’s stock code “8150.” Click “Basic information” – “Documents for public
inspection/PR information,” and then view the “Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting” under “Filed information available for public inspection.”
If you are unable to attend the General Meeting of Shareholders, you may exercise your voting rights via the Internet
or in writing. Please refer to the reference materials for the General Meeting of Shareholders listed later in this Notice.
Follow the instructions for “Information on How to Exercise Your Voting Rights” listed on page 2 and exercise yourvoting rights no later than 5:10 p.m. on Wednesday, June 21, 2023.

Sincerely yours,
Mitsumasa Matsunaga
Representative Director, CEO
Sanshin Electronics Co., Ltd.
4-12, Shiba 4-chome, Minato-ku, Tokyo, Japan1

Meeting Details
Agenda:Items to be reported
1.

The Business Report, the Consolidated Financial Statements, and the report of the audit of theconsolidated accounts by the Accounting Auditors and Audit & Supervisory Board for the 72nd term,from April 1, 2022 to March 31, 2023, will be reported at the meeting.

2.

The Non-Consolidated Financial Statements for the 72nd term, from April 1, 2022 to March 31, 2023,
will be reported at the meeting.

Items to be resolved
Item 1:

Payment of Year-End Dividends of Surplus

Item 2:

Election of Twelve (12) Directors

Item 3:

Election of One (1) Audit & Supervisory Board Member

Item 4:

Election of One (1) Substitute Audit & Supervisory Board Member

Information on How to Exercise Your Voting Rights:(1) If you choose to exercise your voting rights in writing
Please exercise your voting rights by indicating your approval or disapproval on the enclosed proxy card, and returnit to us so that it arrives no later than 5:10 p.m. on Wednesday, June 21, 2023.
(2) If you choose to exercise your voting rights via the Internet
If you choose to vote via the Internet, please check page 4 of the original notice in Japanese, and vote on the Internet
at the designated website no later than 5:10 p.m. on Wednesday, June 21, 2023.
(3) If you exercise your voting rights both in writing and via the Internet, the electronic exercise shall be deemed asvalid. Similarly, if you exercise your voting rights multiple times via the Internet, or more than once using a PC, asmartphone and a mobile phone, the latest exercise shall be deemed as valid.

When attending the meeting in person, please present the proxy card sent with this Notice at the reception desk.
The following items are not included in the document delivered with this Notice, because they are posted on thewebsites listed above in accordance with the applicable laws and regulations, and the provision of Article 15 of theCompany’s Articles of Incorporation.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Please take note that the consolidated and non-consolidated financial statements included in the document delivered
with this Notice are part of the consolidated and non-consolidated financial statements audited by the Accounting
Auditors and Audit & Supervisory Board for preparation of the Report of the Audit of the Consolidated Accounts andthe Auditor’s Report.
If any amendments are made to matters subject to electronic provision measures, the items before amendments andthe items after amendments will be posted on the websites listed above.

2

Reference Materials for the General Meeting of Shareholders
Item 1: Payment of Year-End Dividends of Surplus
The Company considers profit returns to its shareholders as one of the most important management issues. The
Company’s basic policy is to determine dividends by comprehensively considering the need to maintain abalance between rewarding of shareholders, investment to gain opportunities for growth, attainment ofsufficient retained earnings to enable sustainable growth, and improvement in capital efficiency. Under thispolicy, the Company has set a target for its dividend payout ratio of around 50% on a consolidated basis. We
currently plan to pay the year-end dividends for the fiscal year under review as follows.

Type of dividends

Cash

Allocation and total of year-end dividends

We propose to pay a year-end dividend of ¥105 per share, with thetotal payment of ¥1,297,247,280.
(Combined with the already paid interim dividend, the annual
dividend thus becomes ¥135 per share.)Date of commencement of payment ofdividends of surplus

June 23, 2023

3

Item 2: Appointment of Twelve (12) Directors
All 12 Directors’ terms of office will expire at the closing of this General Meeting of Shareholders. Therefore,
the Company hereby proposes the election of twelve (12) Directors.
The candidates for the position of Director are as follows:
Candidate No.

Name

Current title, etc.

Attribute1

Mitsumasa Matsunaga

Representative Director, CEO

Reappointment

2

Toshiro Suzuki

Representative Director, COO

Reappointment

3

Fumihide Kitamura

Director, Senior Operating Officer

Reappointment

4

Yuji Mori

Director, Senior Operating Officer

Reappointment

5

Koji Sakamoto

Director, Senior Operating Officer

Reappointment

6

Hiroshi Harada

Director, Operating Officer

Reappointment7

Jun-ichi Murakami

Director, Operating Officer

Reappointment

8

Hitoshi Iwakami

Operating Officer

New Appointment

9

Takeshi Uchimura

Director

10

Minoru Nishino

Director

11

Akihiro Fujioka

Director

12

Minako Adachi―

Reappointment
Candidate forreappointment as Director

New Appointment
Candidate for new
appointment as Director

External
Candidate forExternal Director

4

Reappointment External
Independent
Reappointment External
Independent
Reappointment External
Independent
New Appointment
External Independent
Independent
Independent Director stipulatedby the Tokyo Stock ExchangeMitsumasa Matsunaga
Candidate No. 1

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)(born February 7, 1948)

Reappointment

Shares owned: 148,643 shares[Brief personal history, and title and role in the Company]
Jan. 1980:

Joined Sanshin Electronics Co., Ltd.

Oct. 1980:

Director

Nov. 1983:

Director, Senior Vice President

Apr. 1993:

Director, Executive Vice President

Jun. 1995:

Representative Director, Senior Executive Director

Jun. 1996:

Representative Director, President

Jun. 2014:

Representative Director, Chairman

Aug. 2014:

Representative Director, Chairman/CEO

Jun. 2016:
Representative Director, CEO (current)
Reason for nomination as a Director candidate:
Mitsumasa Matsunaga has been involved in the management of Sanshin Electronics since 1980,
when he was appointed as the Director. Mr. Matsunaga, who has deep knowledge of corporate
management as well as strong leadership, can be expected to strengthen both the decision-making
and supervisory functions of the Board of Directors. Therefore, he is judged as an appropriate
candidate to serve as Director of the Company and is being asked to continue to serve in thatcapacity.

Toshiro Suzuki

Shares owned: 3,213 shares(born December 6, 1957)

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)

Candidate No. 2

Reappointment[Brief personal history, and title and role in the Company]
Mar. 1982:

Joined Sanshin Electronics Co., Ltd.

Apr. 2003:

General Manager of General Affairs Department

Jun. 2005:

General Manager of Corporate Strategy Department

Jun. 2008:

Director

Jun. 2014:

Representative Director, President

Aug. 2014:

Representative Director, President/COO

Jun. 2016:

Representative Director, COO (current)[Duty]In charge of Auditing Office
Reason for nomination as a Director candidate:
Backed by an enormous reserve of knowledge regarding corporate management and management
strategy, Toshiro Suzuki has led the Group as President since 2014. Drawing on this wealth ofexperience, Mr. Suzuki can be expected to take a leading role in implementing the policies tostrengthen business capability of the Group. Furthermore, he can be expected to strengthen both
the decision-making and supervisory functions of the Board of Directors. Therefore, he is judged
as an appropriate candidate to serve as Director of the Company and is being asked to continue toserve in that capacity.

5Fumihide Kitamura

Shares owned: 3,503 shares

Candidate No. 3

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)(born September 15, 1957)

Reappointment[Brief personal history, and title and role in the Company]
Jan. 1985:

Joined Sanshin Electronics Co., Ltd.

Oct. 1995:

President (seconded) of SANSHIN ELECTRONICS (HONG KONG) CO., LTD.

Oct. 2007:

General Manager of Business Development Department, International Operations
Division

Oct. 2008:

Deputy Senior General Manager of International Operations Division

Apr. 2011:

Operating Officer, Deputy Senior General Manager of International Operations
Division

Jun. 2014:
Director
Jun. 2016:
Director, Senior Operating Officer (current)[Duty]
Supervisor of Device Business
Reason for nomination as a Director candidate:Fumihide Kitamura has served Sanshin Electronics for many years as a manager of overseas
subsidiaries. He was a driving force in the Sanshin Electronics Group’s overseas expansion.
Drawing on this wealth of experience, Mr. Kitamura can be expected to take a leading role instrengthening overseas business and new business, which have become increasingly important in
the device business. Furthermore, he can be expected to strengthen both the decision-making andsupervisory functions of the Board of Directors. Therefore, he is judged as an appropriate candidate
to serve as Director of the Company and is being asked to continue to serve in that capacity.

Yuji Mori

Shares owned: 1,527 shares(born May 2, 1957)

Rate of attendance at the Board of Directors meetings
during the current term: 12 times / 13 meetings (92%)

Candidate No. 4

Reappointment[Brief personal history, and title and role in the Company]
Mar. 1982:
Oct. 2002:
Oct. 2014:
Oct. 2015:

Joined Sanshin Electronics Co., Ltd.
General Manager of Video System Sales Department
Deputy Senior General Manager of Solution Marketing & Sales Division
Operating Officer, Deputy Senior General Manager of Solution Marketing &Sales Division
Director, Operating Officer
Director, Senior Operating Officer (current)

Jun. 2016:
Oct. 2019:[Duty]
Senior General Manager of Solution Marketing & Sales Division

Reason for nomination as a Director candidate:
Yuji Mori has extensive experience in imaging operations which are a pillar of the Company’ssolution business. He also has experience in leading the entire solution business since becoming
Deputy Senior General Manager in 2014. Drawing on this wealth of experience, Mr. Mori can be
expected to take a leading role in the development and execution of solution business strategies.
Furthermore, he can be expected to strengthen both the decision-making and supervisory functionsof the Board of Directors. Therefore, he is judged as an appropriate candidate to serve as Directorof the Company and is being asked to continue to serve in that capacity.

6

Koji Sakamoto

Shares owned: 2,213 shares(born February 3, 1960)

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)

Candidate No. 5

Reappointment[Brief personal history, and title and role in the Company]
Mar. 1984:

Joined Sanshin Electronics Co., Ltd.

Apr. 2003:

General Manager of Personnel Department

Oct. 2013:

Deputy Senior General Manager of Administration DivisionJun. 2014:

Operating Officer, Senior General Manager of Administration DivisionJun. 2015:

Director

Jun. 2016:

Director, Operating Officer

Jun. 2021:

Director, Senior Operating Officer (current)[Duty]
Senior General Manager of Administration Division
Reason for nomination as a Director candidate:
Koji Sakamoto holds knowledge and experience in personnel strategy, corporate governance andinternal controls. Drawing on this wealth of experience, Mr. Sakamoto can be expected to take aleading role in construction of a flexible organizational structure and strengthening of Company’s
human resources. Furthermore, he can be expected to strengthen both the decision-making andsupervisory functions of the Board of Directors. Therefore, he is judged as an appropriate
candidate to serve as Director of the Company and is being asked to continue to serve in thatcapacity.

Hiroshi Harada

Shares owned: 910 shares(born December 25, 1962)

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)

Candidate No. 6

Reappointment[Brief personal history, and title and role in the Company]
Apr. 1985:
Joined NEC Corporation
Jul. 2006:
Manager of Manufacturing 3rd Sales Department in Kansai Manufacturing andProcessing Industries Sales Division at Kansai Branch
Apr. 2014:
Manager of Industries 2nd Sales Department at Chugoku Branch
Apr. 2016:
Seconded to the Company, Manager of Osaka Branch in Solution Marketing &Sales Division
Apr. 2017:
Apr. 2019:

Joined Sanshin Electronics Co., Ltd., Manager of Osaka Branch in Solution
Marketing & Sales Division
Operating Officer, Deputy Senior General Manager/Manager of Osaka Branchin Solution Marketing & Sales Division
Director, Operating Officer (current)

Jun. 2019:[Duty]
Deputy Senior General Manager of Solution Marketing & Sales Division

Reason for nomination as a Director candidate:
Hiroshi Harada has a great deal of experience in the application business, which is a pillar of theGroup’s solution business. This includes experience at his previous employer NEC Corporation.
Drawing on this wealth of experience, Mr. Harada can be expected to take a leading role inexpanding business for the overall application business of the Group. Furthermore, he can be
expected to strengthen both the decision-making and supervisory functions of the Board of
Directors. Therefore, he is judged as an appropriate candidate to serve as Director of the Company
and is being asked to continue to serve in that capacity.

7Jun-ichi Murakami

Shares owned: 0 shares

Candidate No. 7

Rate of attendance at the Board of Directors meetings
during the current term: 10 times / 10 meetings (100%)(born August 3, 1965)

Reappointment[Brief personal history, and title and role in the Company]
Apr. 1989:
Apr. 2014:
Apr. 2016:
Oct. 2018:
May 2021:

Joined Sumitomo Bank (currently Sumitomo Mitsui Banking Corporation)
General Manager of Machida Corporate Business Office
General Manager of Kobe Corporate Business Office-1
General Manager of Tokyo Corporate Banking Dept. 12
Seconded to the Company, Deputy Senior General Manager of Finance &Accounting Division
Director, Operating Officer (current)

Jun. 2022:[Duty]
Senior General Manager of Finance & Accounting Division

Reason for nomination as a Director candidate:
In addition to experience obtained during his previous position at Sumitomo Mitsui Banking
Corporation, Jun-ichi Murakami has been deeply involved in finance; for example, he held theposition of Deputy Senior General Manager of the Finance & Accounting Division while seconded
to the Company, and the position of Senior General Manager of the Finance & Accounting Division
after being appointed as a Director at the Company. Mr. Murakami can be expected to fulfill acentral role in enhancing financial strategy and IR activities, and to strengthen the decision-making
and supervisory functions of the Board of Directors. Therefore, he is judged as an appropriate
candidate to serve as a Director of the Company and is being asked to continue to serve in thatcapacity.

Hitoshi Iwakami

Shares owned: 0 shares(born February 17, 1963)

Rate of attendance at the Board of Directors meetings
during the current term: ― times / ― meetings (―%)

Candidate No. 8

New
appointment[Brief personal history, and title and role in the Company]
Feb. 1988:
Oct. 2010:
Oct. 2013:
Oct. 2020
Jun. 2022:

Joined Sanshin Electronics Co., Ltd.
Senior Manager (seconded) of SANSHIN ELECTRONICS (HONG KONG) CO.,LTD.
President (seconded) of SANSHIN ELECTRONICS (SHANGHAI) CO., LTD.
Operating Officer, Director of Overseas Sales Unit
Operating Officer, Director of Electronic Components Sales Promotion Unit,
Director of Overseas Sales Unit (current)[Duty]
Director of Electronic Components Sales Promotion Unit and Director of Overseas Sales Unit
Reason for nomination as a Director candidate:Hitoshi Iwakami has worked in the electronics components business for many years and has
extensive experience working at overseas subsidiaries. He possesses experience in supervising theoverseas business and electronic components business. Drawing on this wealth of experience, Mr.
Iwakami can be expected to take a leading role in strengthening the overseas business and theelectronic components business, which account for a large proportion of the device business.
Furthermore, he can be expected to strengthen both the decision-making and supervisory functionsof the Board of Directors. Therefore, he is judged as an appropriate candidate to serve as Directorof the Company and is being asked to serve in that capacity.

8

Takeshi Uchimura

Shares owned: 0 shares

Candidate No. 9

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)(born August 16, 1949)

Reappointment[Brief personal history, and title and role in the Company]

External

Apr. 1972:

Joined Sumitomo Bakelite Co., Ltd.

Independent

Jun. 2000:

Director

Aug. 2003:

Manager of subsidiaries in Belgium, Spain and the Netherlands

Jun. 2006:

Director & Managing Executive Officer

Jun. 2009:

Director & Executive Operating Officer

Jun. 2010:
Audit & Supervisory Board member (full-time)Jun. 2016:
External Director of the Company (current)
Reason for nomination as an External Director candidate and expected role:Takeshi Uchimura meets the Independence Standards required by the Company for the positionof External Director, and can be expected to provide extensive suggestions concerning all aspectsof the Company’s corporate management, based on his abounding experience in corporate
management as a director for listed companies. Furthermore, Mr. Uchimura can be expected toprovide extensive suggestions mainly regarding growth strategies for business overseas and thedevelopment of a corporate governance system, based on his experience as an Audit &Supervisory Board member, and his expertise in M&A, subsidiary restructuring, and in IR for
foreign institutional investors, as he was in charge of overseas subsidiaries. Therefore, Mr.
Uchimura is judged as an appropriate candidate to serve as an External Director of the Company
and is being asked to continue to serve in that capacity. Furthermore, as a member of theNomination and Remuneration Advisory Committee, by engaging in reports to the Board of
Directors regarding the nomination of candidates for Directors and Audit & Supervisory Board
members and reports regarding decisions related to Director compensation, Mr. Uchimura is
expected to strengthen the independence, objectivity, and accountability of functions of the Boardof Directors.

Minoru Nishino

Shares owned: 0 shares(born August 16, 1950)

Rate of attendance at the Board of Directors meetings
during the current term: 12 times / 13 meetings (92%)

Candidate No. 10

Reappointment
External
Independent[Brief personal history, and title and role in the Company]
Apr. 1974:
Joined The Daiwa Bank, Limited. (currently Resona Bank, Limited)
Jun. 2003:
Executive Officer of Resona Holdings, Inc.
Jun. 2004:

Director of Haseko Corporation

Apr. 2005:

Director & Managing Executive Officer

Jun. 2007:

Representative Director & Managing Executive Officer

Apr. 2010:

Representative Director & Executive Operating Officer

Jun. 2016:
External Director of the Company (current)
Reason for nomination as an External Director candidate and expected role:
Minoru Nishino meets the Independence Standards required by the Company for the position ofExternal Director, and can be expected to provide extensive suggestions concerning all aspects of
the Company’s corporate management, based on his abounding experience in corporate
management as a director for listed companies. Furthermore, Mr. Nishino can be expected toprovide effective suggestions, mainly in finance, such as effective fund operation reflecting theCompany's management strategy, based on his abounding work experience in a bank, in addition
to his central role in the corporate planning of a construction company. Therefore, Mr. Nishino is
judged as an appropriate candidate to serve as an External Director of the Company and is being
asked to continue to serve in that capacity. Furthermore, as a member of the Nomination andRemuneration Advisory Committee, by engaging in reports to the Board of Directors regarding thenomination of candidates for Directors and Audit & Supervisory Board members and reports
regarding decisions related to Director compensation, Mr. Nishino is expected to strengthen the
independence, objectivity, and accountability of functions of the Board of Directors.

9

Akihiro Fujioka

Shares owned: 0 shares(born January 20, 1957)

Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)

Candidate No. 11

Reappointment[Brief personal history, and title and role in the Company]

External

Apr. 1979:

Independent

Apr. 2003:
Apr. 2008:
Jun. 2013:

Joined Mitsui Mutual Life Insurance Company (currently Taiju Life
Insurance Company Limited)
President of Sansei Capital Investment Co., Ltd.
Operating Officer of Mitsui Life Insurance Company Limited (currently Taiju
Life Insurance Company Limited)
Director & Senior Operating Officer

Jun. 2014:

Director & Vice President of Sumitomo Mitsui Asset Management
Company, Limited (currently Sumitomo Mitsui DS Asset Management
Company, Limited)
Jun. 2020:
External Director of the Company (current)
Reason for nomination as an External Director candidate and expected role:
In addition to satisfying the Independence Standards required by the Company for the position ofExternal Director, Akihiro Fujioka has abundant experience participating as a director in the
management of a member company of a major financial group. Accordingly, he can be expected
to provide valuable advice to the Company on a wide variety of management topics. Moreover,he brings to the table a wealth of experience in the financial field, and can particularly be
expected to advise the Company on investment risk management. Therefore, Mr. Fujioka is
judged as an appropriate candidate to serve as an External Director of the Company and is being
asked to continue to serve in that capacity. Furthermore, as a member of the Nomination andRemuneration Advisory Committee, by engaging in reports to the Board of Directors regarding
the nomination of candidates for Directors and Audit & Supervisory Board members and reports
regarding decisions related to Director compensation, Mr. Fujioka is expected to strengthen the
independence, objectivity, and accountability of functions of the Board of Directors.

Minako Adachi

Shares owned: 0 shares(born October 1, 1956)

Rate of attendance at the Board of Directors meetings
during the current term: ― times / ― meetings (―%)

Candidate No. 12

NewAppointment
External
Independent[Brief personal history, and title and role in the Company]
Apr. 1979:
Jun. 2006:
Apr. 2009:

Oct. 2012:

Joined Hochiki Corporation
President of Hochiki Europe (U.K.) Limited
Executive Officer of Hochiki Corporation
Director of Hochiki Corporation and Chairperson of Hochiki Fire Prevention
Technology Corporation
President and Director of Hochiki Australia Pty Ltd.

Jun. 2015:

Representative Director of Hochiki Shoji Corporation

Jun. 2010:[Important concurrent role]
Audit and Supervisory Board Member of Hochiki Corporation
Outside Director of Sinko Industries Ltd.
Reason for nomination as an External Director candidate and expected role:
Minako Adachi meets the Independence Standards required by the Company for the position ofExternal Director, and can be expected to provide extensive suggestions concerning all aspects of
the Company’s corporate management, based on her abounding experience in corporate
management as a director for listed companies. Ms. Adachi can also be expected to provide
suggestions based on her knowledge in advancing the role of women. Furthermore, she worked at
a manufacturer of disaster-prevention facilities in overseas sales in regions such as Europe andAsia, and served as president of a local subsidiary, so she can particularly be expected to provide
suggestions on growth strategy for the overseas business of the Group. Therefore, she is judged
as an appropriate candidate to serve as Outside Director of the Company and is being asked toserve in that capacity. Furthermore, as a member of the Nomination and Remuneration Advisory
Committee, by engaging in reports to the Board of Directors regarding the nomination ofcandidates for Directors and Audit & Supervisory Board members and reports regarding
decisions related to Director compensation, Ms. Adachi is expected to strengthen the
independence, objectivity, and accountability of functions of the Board of Directors.
10Notes: 1. The candidates are decided by the Board of Directors based on reports received from the Nomination andRemuneration Advisory Committee. Key members of this Committee are Independent Directors and Audit &Supervisory Board members reported by the Company to the Tokyo Stock Exchange.
2. None of the above candidates have special vested interests with the Company.
3. Takeshi Uchimura, Minoru Nishino, Akihiro Fujioka, and Minako Adachi are candidates for External Director.
4. Takeshi Uchimura, Minoru Nishino, and Akihiro Fujioka are currently External Directors of the Company. The
term of office for Takeshi Uchimura and Minoru Nishino shall be seven (7) years at the closing of this General
Meeting of Shareholders. The term of office for Akihiro Fujioka shall be three (3) years at the closing of this
General Meeting of Shareholders.
5. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company entered into an agreement respectively
with Takeshi Uchimura, Minoru Nishino, and Akihiro Fujioka that limits their liability for damages prescribed in
Article 423, Paragraph 1 of the same Act. If the reappointment of them is approved as proposed at this General
Meeting of Shareholders, the Company will continue the said agreement with them. If the appointment of Minako
Adachi is approved as proposed at this General Meeting of Shareholders, the Company will enter into said
agreement with Ms. Adachi. In each case the limit on their liability for damages under the agreement coincides
with the legally stipulated amounts.
6. The Company designated Takeshi Uchimura, Minoru Nishino, and Akihiro Fujioka as Independent Directors as
per the provisions of the Tokyo Stock Exchange, and gave notice to this effect to the Tokyo Stock Exchange. If
the reappointment of them is approved as proposed at this General Meeting of Shareholders, the Company will
designate them as Independent Directors again, and will give notice to this effect to the Tokyo Stock Exchange.
If the appointment of Minako Adachi is approved as proposed at this General Meeting of Shareholders, theCompany will designate her as an Independent Director, and will give notice to this effect to the Tokyo Stock
Exchange.
7. Pursuant to Article 430, Paragraph 3, Item 1 of the Companies Act, the Company has entered into a liability
insurance contract for officers, etc., with insurance companies. An overview of the insurance contract is listed on
page 15 of the Business Report on the 72nd Term delivered with this Notice, “IV. Directors and Audit &Supervisory Board Members (3) Overview of Liability Insurance Contract for Officers, etc.” Each candidate will
become insured under the insurance contract upon being nominated and appointed as a Director. Furthermore,
we plan to renew the insurance contract with the same contents at the next renewal period.

11

Item 3: Appointment of One (1) Audit & Supervisory Board Member
The terms of office for Shohei Yamamoto (Audit & Supervisory Board member) will expire at the closing of
this General Meeting of Shareholders. Therefore, the Company hereby proposes the election of one (1) Audit& Supervisory Board member.
Approval for this proposal has been obtained from the Audit & Supervisory Board.
The candidate for the position of Audit & Supervisory Board member is as follows:
Shares owned: 0 shares
Rate of attendance at the Board of Directors meetings
during the current term: 13 times / 13 meetings (100%)Rate of attendance at the Audit & Supervisory Board
meetings during the current term: 16 times / 16 meetings(100%)

Shohei Yamamoto(born December 31, 1962)

Reappointment
External
Independent[Brief personal history and title in the Company]
Registered as an attorney-at-law
Apr. 1998:
Joined Yanase Law Office (currently Marunouchi-Chuo Law Office)Apr. 2015:

Partner of Marunouchi-Chuo Law Office (current)

Jun. 2015:
External Audit & Supervisory Board Member of the Company (current)[Important concurrent role]
Lawyer of Marunouchi-Chuo Law Office
External Director of Narasaki Sangyo Co., Ltd.
Audit & Supervisory Board member of MegaHouse Corporation
External Audit & Supervisory Board member of BANDAI Co., Ltd.
External Audit & Supervisory Board member of TOIN CORPORATION
Vice-President of Tokyo Bar Association
Reason for nomination as an External Audit & Supervisory Board member candidate:
Shohei Yamamoto satisfies the independence standards required by the Company for the positionsof External Audit &Supervisory Board members. Furthermore, his high-level specialized expertiseand extensive knowledge/experience as a lawyer will contribute to strengthening the Company’s
auditing system. He can be expected to objectively supervise management of the Company, and toprovide accurate advice and recommendations. Therefore, Mr. Yamamoto is judged as an
appropriate candidate to serve as an External Audit &Supervisory Board member of the Company
and is being asked to continue to serve in that capacity.

Reappointment
Candidate for reappointment as
Audit & Supervisory Board member

External
Candidate for External Audit& Supervisory Board member

12

Independent
Independent Audit & Supervisory Board
member stipulated by the Tokyo Stock
Exchange

Notes: 1. The candidate is decided by the Board of Directors based on reports received from the Nomination andRemuneration Advisory Committee. Key members of this Committee are Independent Directors and Audit &Supervisory Board members reported by the Company to the Tokyo Stock Exchange.
2. The above candidate has no special vested interests with the Company.
3. The candidate is a candidate for External Audit & Supervisory Board member.
4. The candidate is currently an External Audit & Supervisory Board member of the Company. His term of officeshall be eight (8) years at the closing of this General Meeting of Shareholders.
5. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company entered into an agreement with thecandidate that limits his liability for damages prescribed in Article 423, Paragraph 1 of the same Act. If his
reappointment is approved as proposed at this General Meeting of Shareholders, the Company will continue thesaid agreement with him. The limit on his liability for damages under the agreement coincides with the legally
stipulated amounts.
6. The Company designated the candidate as an Independent Audit & Supervisory Board member as per theprovisions of the Tokyo Stock Exchange, and gave notice to this effect to the Tokyo Stock Exchange. If thereappointment of him is approved as proposed at this General Meeting of Shareholders, the Company will
designate him as an Independent Audit & Supervisory Board member again, and will give notice to this effect to
the Tokyo Stock Exchange.
7. Pursuant to Article 430, Paragraph 3, Item 1 of the Companies Act, the Company has entered into a liability
insurance contract for officers, etc., with insurance companies. An overview of the insurance contract is listed on
page 15 of the Business Report on the 72nd Term delivered with this Notice, “IV. Directors and Audit &Supervisory Board Members (3) Overview of Liability Insurance Contract for Officers, etc.” The candidate will
become insured under the insurance contract upon being nominated and appointed as an Audit & Supervisory
Board member. Furthermore, we plan to renew the insurance contract with the same contents at the next renewal
period.

13

Item 4: Appointment of One (1) Substitute Audit & Supervisory Board Member
Katsuya Sato was elected as a substitute Audit & Supervisory Board member at the 71st Ordinary General
Meeting of Shareholders held on June 28, 2022, and his term of office as a substitute Audit & Supervisory Board
member will expire at the closing of this General Meeting of Shareholders. To prepare for a contingency inwhich the Company does not have the number of Audit & Supervisory Board members required by laws andregulations, the Company hereby proposes the election of one (1) substitute Audit & Supervisory Board
member.
Approval for this proposal has been obtained from the Audit & Supervisory Board.
The candidate for the position of substitute Audit & Supervisory Board member is as follows:

Katsuya Sato (born April 24, 1957)
Reappointment
External

Shares owned: 0 shares[Brief personal history and title]
Apr. 1990:

Registered as an attorney-at-law

Apr. 1995:

Permanent member of Tokyo Bar Association
Established Takagi & Sato Law Office
Review committee member of the Japan Legal Support Center, Tokyo
BranchExternal Audit & Supervisory Board member of the Company

Apr. 2006:
Jun. 2007:

Jun. 2015:
Retired from External Audit & Supervisory Board member of the Company[Important concurrent role]
Lawyer of Takagi & Sato Law Office
Reason for nomination as a Substitute External Audit & Supervisory Board member candidate:
Katsuya Sato satisfies the Independence Standards required by the Company for the position ofExternal Audit & Supervisory Board member. Furthermore, his high-level specialized expertiseand extensive knowledge/experience as a lawyer will contribute to strengthening the Company’s
auditing system. He can be expected to objectively supervise management of the Company, and toprovide accurate advice and recommendations. Therefore, Mr. Sato is judged as an appropriate
candidate to serve as a substitute External Audit & Supervisory Board member of the Company
and is being asked to continue to serve in that capacity.
Notes: 1. The candidate is decided by the Board of Directors based on reports received from the Nomination andRemuneration Advisory Committee. Key members of this Committee are Independent Directors and Audit &Supervisory Board members reported by the Company to the Tokyo Stock Exchange.
2. The above candidate has no special vested interests with the Company.
3. The candidate is a candidate for the substitute External Audit & Supervisory Board member. If the candidate
assumes the office of the External Audit & Supervisory Board member, the Company will designate the candidate
as an Independent Audit & Supervisory Board member as per the provisions of the Tokyo Stock Exchange, andwill give notice to this effect to the Tokyo Stock Exchange.
4. Although the candidate does not have past experience in corporate management other than having served as anexternal Audit & Supervisory Board member, the Company judges that, as described in the reasons forappointment, the candidate will be able to implement the duties as the External Audit & Supervisory Board
member appropriately.
5. If the candidate assumes the office of the External Audit & Supervisory Board member, pursuant to Article 427,
Paragraph 1 of the Companies Act, the Company will enter into an agreement with the candidate that limits his
liability for damages prescribed in Article 423, Paragraph 1 of the same Act as the legally stipulated amount oflimited liability.
6. Pursuant to Article 430, Paragraph 3, Item 1 of the Companies Act, the Company has entered into a liability
insurance contract for officers, etc., with insurance companies. An overview of the insurance contract is listed on
page 15 of the Business Report on the 72nd Term delivered with this Notice, “IV. Directors and Audit &Supervisory Board Members (3) Overview of Liability Insurance Contract for Officers, etc.” The candidate will
become insured under the insurance contract upon being nominated and appointed as an External Audit &Supervisory Board member. Furthermore, we plan to renew the insurance contract with the same contents atthe next renewal period.

14

[Reference Material]
Concept Regarding the Skills of Directors and Audit & Supervisory Board Members[Basic concept]
Management at the Company is responsible for building and operating a highly transparent and effective corporate
governance system in order to achieve sustainable growth of the Sanshin Electronics Group, and to demonstrate andincrease corporate value over the medium to long term for all stakeholders. In order for the Board of Directors andthe Audit & Supervisory Board to properly fulfill this responsibility, they must have the ability to make accurate
decisions on important matters related to business execution and to supervise business execution; that is, they mustpossess the latest knowledge on the business content and business environment of the Group. In addition, they mustpossess a variety of specialized knowledge that serves as the basis of logical decision-making. In this regard, we will
select the skills necessary to fully perform the functions of the Board of Directors and the Audit & Supervisory
Board, and will appoint Directors and Audit & Supervisory Board members in a manner which ensures the skill
balance of the entire management team.
[Required skills for overall Board of Directors]
In order to make decision on important matters related to business execution and to supervise the performance of
duties by Directors, the Board of Directors must possess fundamental skills in corporate management andmanagement strategy, governance and internal controls, legal affairs and risk management, finance and accounting,and organizational and human resources management. Additionally, there is also the need for individual skills suchas knowledge regarding industry trends and strategic business domains including fields such as electronics,
computers, and information and communication, which are the main business domains of the Group, and actualglobal experience in areas such as regional risk and cultural aspects including business practices. Furthermore, inorder to ensure sustainable business growth (sustainability), there is a need for knowledge regarding society and theenvironment; for example, establishing systems for ensuring diversity and addressing climate change issues.
Accordingly, the Company lists such knowledge as a required skill.
[Required skills for overall Audit & Supervisory Board]
It is desirable for Audit & Supervisory Board members to possess the skills listed above as well. In particular,
governance and internal controls, legal affairs and risk management, and finance and accounting are positioned asimportant skills.

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Skill fields possessed by Directors and Audit & Supervisory Board members of the Company, andespecially expected by the Company
Corporate
management
andmanagement
strategy

Governanceand internal
controls

Mitsumasa Matsunaga✓✓

Toshiro Suzuki✓✓

Fumihide Kitamura

✓

✓

✓

✓

Yuji Mori

✓

✓

✓

✓

Koji Sakamoto✓✓

Hiroshi Harada✓✓

Legal affairs
and riskmanagement

Financeandaccounting

Organizationaland human
resources
management

Society andenvironment

Knowledge ofindustry trends
and strategic
businessdomains

✓

✓

✓

✓

✓

✓

Globalexperience[Directors]

✓

✓

✓

✓

✓
✓

Jun-ichi Murakami✓✓✓

Hitoshi Iwakami
Takeshi Uchimura

✓

✓

✓

Minoru Nishino

✓

✓

✓

Akihito Fujioka

✓

✓

✓

Minako Adachi

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

[Audit & Supervisory Board members]
Akio Misono✓✓

Shin-ichi Miura✓✓

Shohei Yamamoto✓✓

Kuniharu Kezuka

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

The above table is a list of Directors and Audit & Supervisory Board members (planned) and their skills after theclosing of this Ordinary General Meeting of Shareholders. Overall, we believe that the listed members possess thenecessary skills.

16

[Reference Material]
Independence Standards Required by the Company for the Positions of External Directors andExternal Audit &Supervisory Board Members
The Company judges that the positions of External Directors and External Audit & Supervisory Board members(hereinafter referred to as “External Officers”) shall have independence, in order to guarantee the objectivity andtransparency necessary for proper governance. If the requirements below are not met, the External Officers shallnot be appointed.
1. Officers*1 or employees of the Company and its subsidiaries (hereinafter referred to as “The Group”) shall not
be appointed.
2. Individuals to which one of the following a) to g) apply in the last five years shall not be appointed.
a) Executives*2 working for companies, etc., which are or will be major clients*3 of the Groupb) Executives working for the principal lenders*4 of the Groupc) Individuals who are the major shareholders*5 of the Company (in the event of corporations or organizations
such as unions, their members)d) Executives working for companies, etc., which are the Group’s major shareholders*5e) Specialists such as Consultants, Public Accountants, Tax Accountants, Lawyers, Judicial Scriveners, Patent
Attorneys, who acquired large amounts*6 of money and other assets from the Group (in the event ofcorporations or organizations such as unions, their members)f) Individuals benefiting from donations in the form of large amounts*6 of money and other assets from theGroup (in the event of corporations or organizations such as unions, their members)g) Officers and employees of companies, etc., which have a relationship of mutual assumption of office withindividuals such as officers of the Group
3. The aforementioned items 1 and 2 shall not apply to the spouse and near relatives within the second degree ofkinship of the individuals concerned (other than persons of low importance).
4. The individuals shall not be recognized as having special motivations to lead to a conflict of interests with theGroup.
*1: “Officer” refers to directors, executive officers, audit & supervisory board members, and other corporate directors (excluding
External Officers).
*2: “Executives” refers to any person who falls under Article 2, Paragraph 3, Item 6 of the Enforcement of the Companies Act.
*3: “Major clients” refers to companies, etc., which paid or received an amount of money in any fiscal year of the last five years, as acompensation for business and trade with the Group, this amount being more than 2% of the consolidated net sales of the client ormore than 2% of the consolidated net sales of the Group.
*4: “Principal lenders” refers to financial institutions which lent money to the Group, for which outstanding borrowings of the end of
the fiscal year of any of the last five years exceeded 2% of the consolidated total assets of the Group at the end of such fiscal year.
*5: “Major shareholders” refers to stockholders who own directly or indirectly more than 10% of the total votes.
*6: “Large amounts” refers to amounts exceeding ¥10 million or 2% of the higher amount between net sales or the total income of thisperson, except executive compensation, in the event of a payment such as a remuneration for professional services, or acompensation for business and trade, in any fiscal year of the last five years. In the event of a donation, it refers to an amountexceeding ¥10 million or 2% of the higher amount between net sales or the total income of this person.

17