Note: These documents have been translated from a part of Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.
(Securities Code: 6787)
June 11, 2024
(Start date of measures for electronic provision: June 3, 2024)
To Shareholders with Voting Rights:
Yuichiro Naya
President & CEO
Meiko Electronics Co., Ltd.
5-14-15, Ogami, Ayase City,
Kanagawa, JapanNOTICE OF THE 49TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,This is to notify you that the 49th Annual General Meeting of Shareholders of Meiko Electronics Co., Ltd.
(the “Company”) will be held for the purposes as described below.
The Company has taken measures for electronic provision when convening this General Meeting of
Shareholders, and the matters subject to measures for electronic provision are posted as the “Notice of the 49th
Annual General Meeting of Shareholders” on the following website on the internet.
The Company’s Website: https://www.meiko-elec.com/english/ir/stock/meeting.html
The matters subject to measures for electronic provision are also on the following website. Please confirm
details by accessing the website below, entering and searching the name or securities code of the Company, andselecting “Basic information” and “Documents for public inspection/PR information” in this order.
Tokyo Stock Exchange website (Search for a listed company):
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do
You may exercise your voting rights via the Internet, etc. or in writing (by mail). Please review theReference Documents for the General Meeting of Shareholders and exercise your voting rights by no later
than 5:20 p.m. on Tuesday, June 25, 2024 (JST).
1. Date and Time:

Wednesday, June 26, 2024 at 10:00 a.m. (JST)

2. Place:

3rd Floor “LA ROSE,” Rembrandt Hotel Ebina
2-9-50, Chuo, Ebina City, Kanagawa, Japan

3. Meeting Agenda:
Matters to be reported: The 49th Fiscal Year (from April 1, 2023 to March 31, 2024)
1. The Business Report, Consolidated Financial Statements and results of auditsof the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Board
2. Non-consolidated Financial Statements
Proposal to be resolved:
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
4. Matters related to exercising voting rights:
Please refer to the “Guide to Exercising Voting Rights” as described on pages 3 and 4 (Available inJapanese only).
1◎ If attending the Meeting of Shareholders , please submit the enclosed Voting Rights Exercise Form at thereception desk on arrival.
◎ The enclosures also serve as a document including matters subject to measures for electronic provision,
which is provided in response to a request for the delivery of a written document. However, it should be
noted that the enclosures do not contain the following documents among the matters subject to measures forelectronic provision in accordance with the laws and regulations and the provisions of the Articles ofIncorporation.
1) The section on “Systems to ensure appropriateness of business operations and the operation status of thesystems” in the Business Report,
2) Notes to the Consolidated Financial Statements of the Consolidated Financial Statements, and
3) Notes to the Non-consolidated Financial Statements of the Non-consolidated Financial Statements.
It should be noted that the above 1) to 3) sections were part of the Business Report, Consolidated Financial
Statements and Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members
in preparation of the audit report, and the above 2) and 3) sections were part of the Consolidated Financial
Statements and Non-consolidated Financial Statements audited by the Accounting Auditor in preparation of
the audit report.
◎ When the matters subject to measures for electronic provision need revisions, the Company will post therevisions on relevant pages of each website listed above.
◎ In the Voting Rights Exercise Form, if there is no indication of approval or disapproval of the proposal, it
will be treated as an indication of approval.
◎ If you exercise your voting rights in duplicate both via the Internet, etc. and in writing, the exercise via theInternet, etc. will be treated as the valid exercise of voting rights regardless of the date and time of arrival.
◎ If you exercise your voting rights multiple times via the Internet, etc., the last vote will be treated as thevalid vote.

2

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

Election of Nine (9) Directors

The terms of all eleven (11) Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Consequently, the number of Directors will be reduced by two (2), and it is proposed that nine(9) Directors be elected.
The candidates for Director are as follows:
No.

Name

Current position in the Company

1

Yuichiro Naya

Reappointment

President & CEO

2

Atsushi Sakate

Reappointment

Representative Director, Executive Vice President

3

Junya Wada

Reappointment

Director and Senior Managing Executive Officer

4

Yoshihito Kikyo

Reappointment

Director and Managing Executive Officer

5

Shigeru Naya

Reappointment

Director and Managing Executive Officer

6

Nao Tsuchiya

7

Yosuke Nishiyama

8

Takashi Harada

9

Toshifumi Kobayashi

Reappointment
Outside Director
Independent Director
Reappointment
Outside Director
Independent Director
Reappointment
Outside Director
Independent Director
Reappointment
Outside Director
Independent Director

3Outside Director
Outside Director
Outside Director
Outside Director

No.

1

Name
(Date of birth)

Career summary, positions and responsibilities
and significant concurrent positions

NumberAttendanceof theat Board
Company’sof Directors
shares held

November 1975 Established the Company
Representative Director and President
March 1982
Representative Director, Multi Tech Co., Ltd.
(currently Meiko Tech Co., Ltd.)March 1997
Representative Director, Yamagata Meiko
Electronics Co., Ltd.
Reappointment
December 1998 Board President, Meiko Electronics (Guangzhou
11/12
Nansha) Co., Ltd.
4,704,357
Yuichiro Naya
(92%)
July 2005
Board President, Meiko Electronics (Wuhan) Co.,
(December 9, 1943)
Ltd.
June 2006
President & CEO, the Company (current position)[Significant concurrent positions]
Director, Meiko Elec. Hong Kong. Co., Ltd.
Chairman of the Board, Meiko Electronics Vietnam Co., Ltd.
Chairman of the Board, Meiko Electronics Thang Long Co., Ltd.
Board President, Guangzhou Speed Trading Co., Ltd.
[Reasons for nomination as a candidate for Director]
Mr. Yuichiro Naya, the founder, has a proven track record and management prowess gained through leading and growing
the Company as its top executive since its establishment as well as deep insight in the entire Company and the Printed
Circuit Board industry. Accordingly, the Company proposes his renomination as Director to continue to have his prowess
and insight in the management of the Company.

4

No.

Name
(Date of birth)

Career summary, positions and responsibilities
and significant concurrent positions
April 1996
March 2011

NumberAttendanceof theat Board
Company’sof Directors
shares held

Joined the Company
General Manager, Management Reform Office, theCompany
April 2018
Executive Officer, the Company
General Manager, Manufacturing Headquarters, theCompany
April 2019
Representative Director, Yamagata Meiko
Reappointment
Electronics Co., Ltd.
12/12
April 2021
Managing Executive Officer, the Company
4,700(100%)
Atsushi Sakate
June 2021
Director and Managing Executive Officer, theCompany
2 (November 24, 1973)
October 2022 General Manager, PCB Business Headquarters, theCompany (current position)
April 2023
Director and Senior Managing Executive Officer, theCompany
April 2024
Representative Director, Executive Vice President,
the Company (current position)[Reasons for nomination as a candidate for Director]
Mr. Atsushi Sakate has a proven track record, experience and expertise gained through overseeing plants across ourGroup as well as experience in management as Representative Director of the Company’s subsidiary. Accordingly, theCompany proposes his renomination as Director to continue to have his insight in the management of the Company.

5

No.

Name
(Date of birth)

Career summary, positions and responsibilities
and significant concurrent positions
April 1984

3

NumberAttendanceof theat Board
Company’sof Directors
shares held

Joined Victor Company of Japan, Limited (currently
JVCKENWOOD Corporation)
April 2008
Joined the Company
June 2010
Plant Manager, Meiko Electronics (Guangzhou
Nansha) Co., Ltd.
June 2012
Executive Officer, the Company
General Director and Plant Manager, Meiko
Electronics Vietnam Co., Ltd.
February 2014 General Manager, Quality Assurance Headquarters,
the Company
April 2016
Senior Executive Officer, the Company
August 2016
Director and General Manager, Meiko Electronics(Guangzhou Nansha) Co., Ltd.
Reappointment
April 2017Managing Executive Officer, the Company
12/12
4,292
Board President, Meiko Electronics (Guangzhou
Junya Wada
(100%)Nansha) Co., Ltd. (current position)(March 6, 1961)
Board President, Meiko Electronics (Wuhan) Co., Ltd.
(current position)
June 2017
Director and Managing Executive Officer, theCompany
April 2021
Director and Senior Managing Executive Officer(current position); General Manager, Office of the
President & CEO, the Company
October 2022 General Manager, Administration Headquarters, theCompany (current position)[Significant concurrent positions]Board President, Meiko Electronics (Guangzhou Nansha) Co., Ltd.
Board President, Meiko Electronics (Wuhan) Co., Ltd.
[Reasons for nomination as a candidate for Director]
Mr. Junya Wada served as Plant Manager in Guangzhou Nansha and has a proven track record and experience ofoverseeing the Chinese area of the Group. Furthermore, he oversaw the Company’s quality assurance division.
Accordingly, the Company proposes his renomination as Director to continue to have his insight in the managementof the Company.

6

No.

Name
(Date of birth)

Career summary, positions and responsibilities
and significant concurrent positions
April 1978

4

NumberAttendanceof theat Board
Company’sof Directors
shares held

Joined The Kyowa Bank, Ltd. (currently Resona
Bank, Limited)
April 2000
General Manager, Osaka Sales Division, The Asahi
Bank, Ltd. (currently Resona Bank, Limited)
October 2003 Executive Officer, General Manager, Tokyo Sales
Promotion Division, Resona Bank, Limited
April 2004
Managing Executive Officer, Resona Bank, Limited
June 2005
Representative Director, Deputy President, The Kinki
Osaka Bank, Ltd. (currently Kansai Mirai Bank,
Limited)Reappointment
June 2006
Representative Director, President, The Kinki Osaka
Bank., Ltd. (currently Kansai Mirai Bank, Limited)
12/12
1,099
Yoshihito Kikyo
Executive Officer, Resona Holdings, Inc.
(100%)(February 5, 1955)
March 2012
Director, SIIX Corporation
March 2013
President, SIIX Corporation
March 2020
Senior Advisor, SIIX Corporation
June 2020
Senior Counselor, the Company
April 2021
Managing Executive Officer, General Manager, EMS,
Image and Industrial Machinery Headquarters, theCompany
June 2021
Director and Managing Executive Officer, theCompany (current position)
November 2022 General Manager, EMS General Headquarters, theCompany (current position)[Reasons for nomination as a candidate for Director]
Mr. Yoshihito Kikyo has a proven track record and experience in management as the president of other companies as well
as deep insight in and understanding of the EMS business. Accordingly, the Company proposes his renomination as
Director to continue to have his insight in the management of the Company.

7

No.

Name
(Date of birth)

Career summary, positions and responsibilities
and significant concurrent positions
March 2004
May 2017

5

NumberAttendanceof theat Board
Company’sof Directors
shares held

Joined the Company
Representative Director, Meiko Tech Co., Ltd.
(current position)
April 2018
General Manager, New Business Development
Department, the Company
Reappointment
April 2021
Executive Officer, the Company
12/12
General Manager, Power Electronics Headquarters,
25,600
Shigeru Naya
(100%)
the Company (current position)(January 9, 1975)
June 2021
Director and Executive Officer, the Company
April 2024
Director and Managing Executive Officer, theCompany (current position)[Significant concurrent position]
Representative Director, Meiko Tech Co., Ltd.
[Reasons for nomination as a candidate for Director]
Mr. Shigeru Naya has a proven track record and experience in management as Representative Director of the Company’s
subsidiary as well as a deep insight in the research and development of the Company’s products and technologies.
Accordingly, the Company proposes his renomination as Director to continue to have his insight in the management of
the Company.

8

No.

Name
(Date of birth)

Career summary, positions and responsibilities
and significant concurrent positions
October 2003

6

NumberAttendanceof theat Board
Company’sof Directors
shares held

Registered with the DAI-ICHI TOKYO BAR
ASSOCIATION
October 2003 Joined Hayabusa International Law Office (currently
Hayabusa Asuka Law Offices)
January 2012 Partner, Hayabusa Asuka Law Offices
June 2012
Outside Audit & Supervisory Board Member, C’BON
COSMETICS Co., Ltd.
November 2014 Partner, PwC Legal JapanMay 2016
Joined LAC Co., Ltd.
November 2016 Executive Officer, General Manager, Legal Division,
LAC Co., Ltd.
April 2018
Executive Officer, General Manager, Legal Division
Reappointment
and Head, Intellectual Property Department, LAC Co.,Ltd.
June 2018
Outside Director, the Company (current position)
Outside Director
April 2020
General Manager, Legal Division and Head,
11/12
Independent Director
Intellectual Property Department, LAC Co., Ltd.
(92%)
June 2020
Part-time Director, LAC Co., Ltd. (current position)
October 2020 General Manager, Legal Department, Legal
Nao Tsuchiya
Headquarters, Yahoo Japan Corporation(October 23, 1973)
April 2022
General Manager, Legal Headquarters, Yahoo Japan
Corporation
April 2023
EVP, Corporate Officer, General Manager, Legal
Headquarters, Yahoo Japan Corporation
October 2023 General Manager, Legal Headquarters, LY
Corporation
April 2024
EVP, Corporate Officer, General Manager, Legal
Headquarters, LY Corporation (current position)[Significant concurrent positions]Part-time Director, LAC Co., Ltd.
EVP, Corporate Officer, General Manager, Legal Headquarters, LY
Corporation[Reasons for nomination as candidate for Outside Director and a summary of expected roles]
Ms. Nao Tsuchiya has provided appropriate advice and supervision from an objective and professional perspective basedon her extensive experience and expertise in corporate legal affairs gained through her career as an executive officer at
another company and an attorney-at-law. The Company believes that she will help increase its corporate value with an
expectation that she will continue to provide advice and supervision leveraging her insight. Accordingly, the Company
proposes her renomination as Outside Director.
The term of office of Ms. Nao Tsuchiya as Outside Director will be six (6) years at the conclusion of this Annual General
Meeting of Shareholders.

9

No.

Name
(Date of birth)

Career summary, positions and responsibilities
and significant concurrent positions
April 1977
April 1979
April 2001
August 2003

7

NumberAttendanceof theat Board
Company’sof Directors
shares held

Joined Sanoyas Dock Co., Ltd.
Joined IBM Japan
Plant Manager, Shiga Yasu Plant, IBM Japan
Transferred to Kyocera SLC Technologies Corp.
Director, General Manager, SLC Division
October 2004 Director and Managing Executive Officer, General
Manager, Production Division, Kyocera SLC
Technologies Corp.
June 2008
Director and Senior Managing Executive Officer,
Kyocera SLC Technologies Corp.
October 2013 Transferred to former Kyocera Circuit Solutions, Inc.
(merged with Kyocera SLC Technologies Corp. in
Reappointment
October 2014) (*)
Outside Director
Representative Director and President
12/12
October 2014 Director, General Manager, TechnologicalIndependent Director(100%)Development Headquarters, Kyocera Circuit
Solutions, Inc. (consolidated into KYOCERA
Yosuke Nishiyama
Corporation through an absorption-type merger in(August 3, 1954)
April 2016)
April 2016
Deputy General Manager, Technological Development
Department, Organic Materials & Parts Headquarters,
KYOCERA Corporation
November 2016 Part-time Advisor, Socionext Inc. (current position)
Part-time Director, Tsujiko Co., Ltd. (current position)
Part-time Director, Nihon Advanced Agri Co., Ltd.
(current position)
June 2019
Outside Director, the Company (current position)* The “former Kyocera Circuit Solutions, Inc.” in the career summaryrefers to Kyocera Circuit Solutions, Inc. prior to its merger with
Kyocera SLC Technologies Corp.
[Reasons for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Yosuke Nishiyama has provided appropriate advice and supervision based on his extensive experience and expertise
gained through his career as an executive director and a representative director and president at other companies in thefield of the Printed Circuit Board. The Company believes that he will help increase its corporate value with an expectationthat he will continue to provide advice and supervision leveraging his insight. Accordingly, the Company proposes his
renomination as Outside Director.
The term of office of Mr. Yosuke Nishiyama as Outside Director will be five (5) years at the conclusion of this Annual
General Meeting of Shareholders.

10

No.

Name
(Date of birth)

Career summary, positions and responsibilities
and significant concurrent positions
April 1979
April 1998
July 2002

8

NumberAttendanceof theat Board
Company’sof Directors
shares held

Joined Sony Corporation
Director, Sony France S.A., Alsace Office
General Manager, Corporate Workplace Solutions
Department, Sony Corporation Headquarters
June 2010
Full-time Audit & Supervisory Board Member, Sony
Energy Devices Corporation
Reappointment
April 2013
Audit & Supervisory Board Member, Sony Olympus
Medical Solutions Inc. (concurrent position)
Outside Director
October 2013 Full-time Audit & Supervisory Board Member, Sony
11/12
Mobile Communications Inc.
Independent Director(92%)
June 2016
Outside Audit & Supervisory Board Member, theCompany
Takashi Harada
December
2016
Outside Audit & Supervisory Board Member,(February 13, 1956)
Kantatsu Co., Ltd.
May 2017
Full-time Outside Audit & Supervisory Board
Member, ASOVIEW Inc.
June 2019
Full-time Outside Audit & Supervisory Board
Member, Kantatsu Co., Ltd.
June 2020
Outside Director, the Company (current position)[Reasons for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Takashi Harada has provided appropriate advice and supervision for the management of the Company based on his
experience in management as an audit & supervisory board member of other companies as well as a deep understandingof the Company’s business gained through his experience as Outside Audit & Supervisory Board Member of theCompany. The Company believes that he will help increase its corporate value with an expectation that he will continue
to provide advice and supervision leveraging his insight. Accordingly, the Company proposes his renomination as Outside
Director.
Mr. Takashi Harada served as Outside Audit & Supervisory Board Member of the Company from June 2016 to June
2020. The term of his office as Outside Director will be four (4) years at the conclusion of this Annual General Meetingof Shareholders.

11

No.

Name
(Date of birth)

Career summary, positions and responsibilities
and significant concurrent positions
April 1980

9

NumberAttendanceof theat Board
Company’sof Directors
shares held

Joined Nippon Oil Seal Industry Co., Ltd. (currently
NOK CORPORATION)
April 2005
Transferred to NIPPON MEKTRON, LTD.
June 2005
Director, NIPPON MEKTRON, LTD.
April 2006
Director and Senior Operating Officer, General
Manager, Production Headquarters, NIPPON
Reappointment
MEKTRON, LTD.
June 2009
Representative Director President, NIPPON
Outside Director
MEKTRON, LTD.
12/12
May 2011
Board Member, Japan Electronics Packaging andIndependent Director(100%)
Circuits Association
February 2012 Vice Chairman, Japan Electronics Packaging andToshifumi Kobayashi
Circuits Association(October 4, 1957)
May 2013
Chairman, Japan Electronics Packaging and Circuits
Association (current position)
November 2019 Advisor, NIPPON MEKTRON, LTD.
November 2020 Outside Director, the Company (current position)[Significant concurrent position]
Chairman, Japan Electronics Packaging and Circuits Association[Reasons for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Toshifumi Kobayashi has provided appropriate advice and supervision for the management of the Company basedon his experience in management as a representative director and president of another company as well as his extensive
experience and knowledge in the Printed Circuit Board industry. The Company believes that he will help increase its
corporate value with an expectation that he will continue to provide advice and supervision leveraging his insight.
Accordingly, the Company proposes his renomination as Outside Director.
The term of office of Mr. Toshifumi Kobayashi as Outside Director will be three (3) years and seven (7) months at
the conclusion of this Annual General Meeting of Shareholders.
Notes:
1. The number of the Company’s shares held is valid as of March 31, 2024 and includes the number of
the Company’s shares held by the officer shareholding association of the Company.
2. No candidates hold Series 1 Non-convertible preferred stock of the Company.
3. Ms. Nao Tsuchiya, Mr. Yosuke Nishiyama, Mr. Takashi Harada and Mr. Toshifumi Kobayashi are
candidates for Outside Director. The Company has registered Ms. Nao Tsuchiya, Mr. Yosuke
Nishiyama, Mr. Takashi Harada, and Mr. Toshifumi Kobayashi as independent officers as stipulated by
the rules of Tokyo Stock Exchange. If their nominations are approved, the Company will continue toregister them as independent officers.
4. Outline of liability limitation agreement
The Company has entered into a liability limitation agreement with Ms. Nao Tsuchiya, Mr. Yosuke
Nishiyama, Mr. Takashi Harada and Mr. Toshifumi Kobayashi that limits their liability as stipulated by
Article 423, Paragraph 1 of the Companies Act in accordance with Article 427, Paragraph 1 of the said
Act and with the provisions of the Articles of Incorporation of the Company. Under the Agreement,
their liability for damages shall be five million yen (¥5,000,000) or the minimum liability amount as
stipulated by Article 425, Paragraph 1 of the said Act, whichever is higher, provided that such Directors
have performed their duties in good faith and without gross negligence.
5. Outline of directors and officers liability insurance agreement
The Company has entered into a directors and officers liability insurance agreement as stipulated in
Article 430, Paragraph 3 of the Companies Act with an insurance company. In the event that damages
are claimed against the insured during the term of the insurance for causing economic damage to theCompany or a third party in the course of executing their duties, the insurance will cover the damages,
legal costs and other relevant costs that should be borne by the insured under laws. The Company plansto renew the insurance agreement in December 2024. However, there are certain exclusions, such as
no coverage for liability arising from actions taken with the knowledge that they were in violation oflaws and regulations in order to prevent the appropriate performance of the insured’s duties from being
impaired. The Company bears insurance premiums in full for all such insured persons. If the candidates
for Director are elected as such, each of them will become the insured person under the insurance
agreement.
12

6. In March 2021, Sharp Corporation, the parent company of Kantatsu Co., Ltd. where Mr. Takashi
Harada served as Outside Audit & Supervisory Board Member since December 2016, released aninvestigation report that Kantatsu Co., Ltd. engaged in inappropriate accounting during a period fromaround 2018 to December 2020. Mr. Takashi Harada, who always makes recommendations asnecessary in light of legal compliance and compliance-oriented management, adequately discharged
his duties also in this case. For example, his audit by Audit & Supervisory Board Member uncovered
the facts of the case, which the top executive and some Directors of Kantatsu Co., Ltd. carefully
covered up. Moreover, following the discovery, Mr. Takashi Harada strived to clarify the overall pictureof the case through close coordination with an investigation committee that was comprised of theInternal Audit Division of Sharp Corporation and external experts and provided his opinion on ensuring
recurrence prevention and enhancing legal compliance.

13

(Reference) Skill Matrix for Board of Directors after the General Meeting of Shareholders
If the candidates described in this Notice of Convocation are approved as originally proposed, the compositionand expertise of Board of Directors will be as follows. The list provided below does not show all of insight andexperience of the Directors but their representative skills.

Name

Experience aspresident
Independence (Excluding ourGroup’s
subsidiaries)

Yuichiro Naya
Atsushi
SakateJunya Wada
Yoshihito
Kikyo
Shigeru Naya
Nao Tsuchiya
YosukeNishiyama
TakashiHaradaToshifumi
Kobayashi●●

Insight inindustry

Finance andaccounting

Sales

●

●

●

Overseas Manufacturing
technology
experience

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●
●

●
●

Legal affairs
and legal
compliance

●

●

●

●

●

●

●

14

●

●
●

●

●
●

Proposal 2:

Election of One (1) Audit & Supervisory Board Member

The term of office of Mr. Hiroshi Miyauchi as an Audit & Supervisory Board Member will expire at theconclusion of this Annual General Meeting of Shareholders. Consequently, it is proposed that one (1) Audit& Supervisory Board Member be elected. The Audit & Supervisory Board has previously given its approvalto this proposal.
The candidate for an Audit & Supervisory Board Member is as follows:

Name(Date of birth)

Career summary and positions
and significant concurrent positions
April 1983
October 1994
April 2006

NumberAttendanceof theat Board
Company’sof Directors
shares held

Joined Toshiba Corporation
Stationed in Toshiba Electronics Malaysia Sdn. Bhd.
General Manager, Yokkaichi Operations Production
Department, Memory Business Division, Toshiba
New Appointment
Corporation
February 2009 General Manager, Memory Planning Department,
Outside Audit &Supervisory Board
Memory Business Division, Toshiba Corporation
MemberFebruary 2016 General Manager, Strategy Department,-/Semiconductor & Storage Products Company,
Independent Audit &(-%)
Toshiba Corporation
Supervisory Board August 2017
General Manager, Strategic Headquarters, Toshiba
Member
Memory Corporation (currently Kioxia Corporation)
August 2018
Executive Officer, Chief Strategy Officer, Kioxia
Shinichi Hashimoto
Corporation(June 2, 1960)
July 2022
Chief Fellow, Kioxia Holdings Corporation (current
position)[Significant concurrent position]
Chief Fellow, Kioxia Holdings Corporation[Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Shinichi Hashimoto has experience in being involved in management as an executive officer of other company, andalso has extensive experience and knowledge in the semiconductor (memory) industry. Accordingly, the Company
proposes his nomination as Outside Audit & Supervisory Board Member to have his insight in the audit of the Company.
Notes:
1. There are no special interests between Mr. Shinichi Hashimoto and the Company.
2. Mr. Shinichi Hashimoto is a candidate for Outside Audit & Supervisory Board Member.
3. If the nomination of Mr. Shinichi Hashimoto is approved, the Company will register him as anindependent officer as stipulated by the rules of Tokyo Stock Exchange.
4. Outline of liability limitation agreement
The Company plans to enter into a liability limitation agreement with Mr. Shinichi Hashimoto that
limits his liability as stipulated by Article 423, Paragraph 1 of the Companies Act in accordance with
Article 427, Paragraph 1 of the said Act and with the provisions of the Articles of Incorporation of theCompany. Under the Agreement, his liability for damages shall be five million yen (¥5,000,000) or theminimum liability amount as stipulated by Article 425, Paragraph 1 of the said Act, whichever is higher,
provided that such Audit & Supervisory Board Member has performed his duties in good faith andwithout gross negligence.
5. Outline of directors and officers liability insurance agreement
The Company has entered into a directors and officers liability insurance agreement as stipulated in
Article 430, Paragraph 3 of the Companies Act with an insurance company. In the event that damages
are claimed against the insured during the term of the insurance for causing economic damage to theCompany or a third party in the course of executing their duties, the insurance will cover the damages,
legal costs and other relevant costs that should be borne by the insured under laws. The Company plansto renew the insurance agreement in December 2024. However, there are certain exclusions, such as
no coverage for liability arising from actions taken with the knowledge that they were in violation oflaws and regulations in order to prevent the appropriate performance of the insured’s duties from being
impaired. The Company bears insurance premiums in full for all such insured persons. If Mr. Shinichi
Hashimoto is elected as an Audit & Supervisory Board Member, he will become the insured person
under the insurance agreement.
15

(Reference) Composition of the Audit & Supervisory Board following the nomination of Mr. Shinichi
Hashimoto.
Name

Position in the Company

Takahiro
MatsudaNon-elected

Kotomi Ejiri

Non-elected

Shinichi
HashimotoNew
appointment

Outside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
Member16

Independent Audit& Supervisory
Board Member
Independent Audit& Supervisory
Board Member

Audit & Supervisory Board
Member (full-time)
Outside Audit & Supervisory
Board Member
Outside Audit & Supervisory
Board Member