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 9, 2022
To Shareholders with Voting Rights:
Yuichiro Naya
President & CEO
Meiko Electronics Co., Ltd.
5-14-15, Ogami, Ayase City,
Kanagawa, JapanNOTICE OF THE 47TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,This is to notify you that the 47th Annual General Meeting of Shareholders of Meiko Electronics Co., Ltd.
(the “Company”) will be held for the purposes as described below.
You may exercise your voting rights in writing or via the Internet, etc. Please review exercise yourvoting rights by no later than 5:20 p.m. on Thursday, June 23, 2022 (JST).
1. Date and Time:

Friday, June 24, 2022 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 47th Fiscal Year (from April 1, 2021 to March 31, 2022)

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
Proposals to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation (1)Proposal No. 2: Partial Amendments to the Articles of Incorporation (2)Proposal No. 3: Election of Eleven (11) Directors
Proposal No. 4: Election of Two (2) Audit & Supervisory Board Members

1. If attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk onarrival.
2. The following documents are posted (in Japanese only) on the Company’s website noted below inaccordance with the laws and regulations and the provisions of Article 15 of the Articles of Incorporation,and therefore are not included in this Notice of the Annual General Meeting of Shareholders:
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, and 3) Notes to the1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.
3. When the Reference Documents for the General Meeting of Shareholders, the Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements need revisions, the Company
will post the revised versions on the Company’s website noted below. The Company’s website:
https://www.meiko-elec.com/ir/stock/meeting.html

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1:

Partial Amendments to the Articles of Incorporation (1)1. Reasons for proposal
The amount of interest-bearing debt of our Group is increasing in line with better performance. The
Company believes that it should strengthen its equity capital to improve balance between equity capitaland interest-bearing debt, and secure financial flexibility to enable the Company to implement
investment strategies in a dynamic manner under such stable business foundation. The Company
believes that, when implementing fund procurement required to execute capital expenditures under ourGroup’s growth strategy, it is necessary and appropriate to aim to increase equity capital by procuring
funds that are capital in nature, rather than procuring funds that are liabilities in nature. With regard to
procuring funds that are capital in nature, financing through common stock would harm the value ofexisting shareholders as it immediately follows the significant dilution of common stock. The Company
has decided, therefore, that a non-convertible preferred stock is the most appropriate option as it is afinancing method that does not have right to convert into common stock and does not involve the dilutionof common stock in the future.
Based on such belief, the purpose of this Proposal is to amend the Articles of Incorporation to establish
provisions on Series 1 Non-convertible preferred stock, which is a non-convertible preferred stock, toenable the Company to flexibly procure funds using a non-convertible preferred stock.
2. Proposed amendments
The proposed amendments are as follows: The amendments to the Articles of Incorporation in this
proposal shall take effect when it is approved as originally proposed.
Current Articles of Incorporation(Total Number of Shares Authorized to be Issued)
Article 6.
The total number of shares authorized to beissued by the Company shall be seventy million(70,000,000).

(Number of Shares Constituting One Unit of Stock)
Article 7.
The number of shares constituting one unit ofstock of the Company shall be one hundred(100).

3(Underlined parts indicate amendments.)
Proposed Amendments(Total Number of Shares Authorized to be Issued)
Article 6.
The total number of shares authorized to beissued by the Company shall be seventy million(70,000,000), and the total number of shares foreach class share authorized to be issued shall be
as described below.
Common Stock:
Seventy million (70,000,000)
Series 1 Non-convertible preferred stock:
One hundred (100)(Number of Shares Constituting One Unit of Stock)
Article 7.
The number of shares constituting one unit ofstock of the Company shall be one hundred (100)for Common Stock, and one (1) for Series 1
Non-convertible preferred stock.

Current Articles of Incorporation(New)

Proposed Amendments
CHAPTER II-2.
Series 1 Non-convertible preferred stock(Preferred Dividends)
Article 9-2.
When distributing surplus, the Company shall
pay dividends in cash for Series 1 Nonconvertible preferred stock in the amount per
share set forth in (1) and (2) below (hereinafterreferred to as “Preferred Dividends”) to theshareholders of Series 1 Non-convertible
preferred stock (hereinafter referred to as“Series 1 Non-convertible preferred stock
Shareholder(s)”) or to the registered stock
pledgees of Series 1 Non-convertible preferredstock (hereinafter referred to as “Series 1 Nonconvertible preferred stock Shareholder(s), etc.”
together with Series 1 Non-convertible preferredstock Shareholder(s)) whose names are listed orregistered in the last register of shareholders asof the record date for such surplus, in preference
to the shareholders of Common Stock(hereinafter referred to as “Common
Shareholder(s)”) or to the registered stock
pledgees of Common Stock (hereinafter referred
to as “Common Shareholder(s)”, etc. together
with Common Shareholder(s)) whose names arelisted or registered in the last register ofshareholders as of such record date. It shall be
provided, however, that if surplus has been
distributed to Series 1 Non-convertible preferredstock Shareholder(s), etc. with a date prior to therecord date in the business year to which therecord date belongs, the amount so paid shall be
deducted from the amount to be paid.
(1) The amount determined by a resolution of theBoard of Directors in preference to theissuance of Series 1 Non-convertible
preferred stock (The amount shall be limited
up to 8 percent of subscription money paid
per share of Series 1 Non-convertible
preferred stock.)(2) The amount calculated by multiplying theamount equivalent to subscription money
paid per share of Series 1 Non-convertible
preferred stock by the annual dividend rate
(limited up to 8 percent) determined by aresolution of the Board of Directors, using
the calculation method determined by aresolution of the Board of Directors in
preference to the issuance of Series 1 Nonconvertible preferred stock

(New)

4

Current Articles of Incorporation(New)

Proposed Amendments
2. In case where the aggregate amount of
distribution of surplus paid per share to Series 1
Non-convertible preferred stock Shareholders,etc. with record dates all belonging to a single
business year (excluding the payment of
Cumulative Unpaid Preferred Dividends (asdefined below) accumulated according to thisParagraph with respect to Preferred Dividends
pertaining to any business year prior to suchbusiness year) do not reach the amount ofPreferred Dividends calculated with a record
date of the last day of such business year, thedeficiency (hereinafter referred to as “Unpaid
Preferred Dividends”) will be accumulated fromthe business year following such business year,
based on the calculation method determined by aresolution of the Board of Directors in preference
to the issuance of Series 1 Non-convertible
preferred stock (However, an interest rate, if
determined, shall be the annual rate determinedby a resolution of the Board of Directors, limited
up to 8%.). Accumulated unpaid preferred
dividends (hereinafter referred to as “Cumulative
Unpaid Preferred Dividends”) shall be paid toSeries 1 Non-convertible preferred stock
Shareholder(s), etc. until such payment reaches
the amount of Cumulative Unpaid Preferred
Dividends per Series 1 Non-convertible
preferred stock, in preference to the distributionof surplus and the distribution of surplus toCommon Shareholder(s), etc. as stipulated in thepreceding paragraph.
The Company shall pay Cumulative Unpaid
Preferred Dividends for an earlier business year
first, if there are Cumulative Unpaid Preferred
Dividends for more than one business year.
3. The Company shall not distribute surplus toSeries 1 Non-convertible preferred stock
Shareholders, etc. in amounts exceeding theaggregate amount of Preferred Dividends as
stipulated in Paragraph 1 and Cumulative
Unpaid Preferred Dividends as stipulated in thepreceding paragraph. Provided, however, that
this shall not apply to the distribution of surplus
as stipulated by Article 758, Item 8 (b) or Article
760, Item 7 (b) of the Companies Act in thecourse of an absorption-type demerger
proceeding to be carried out by the Company orto the distribution of surplus as stipulated by
Article 763, Paragraph 1, Item 12 (b) or Article
765, Paragraph 1, Item 8 (b) in the course of anincorporation-type demerger proceeding to be
carried out by the Company.

(New)

5

Current Articles of Incorporation(New)

Proposed Amendments(Distribution of Residual Assets)
Article 9-3.
When distributing residual assets, the Company
shall pay in cash the amount per Series 1 Nonconvertible preferred stock calculated by thecalculation method by a resolution of the Boardof Directors in preference to the issuance ofSeries 1 Non-convertible preferred stock, in
preference to Common Shareholder(s), etc.
2. The Company shall not distribute residual assets
other than those described in the preceding
paragraph to Series 1 Non-convertible preferredstock Shareholders.

(New)(Voting Rights)
Article 9-4.
Unless otherwise provided by laws andregulations, Series 1 Non-convertible preferredstock Shareholders have no voting rights at the
Shareholders’ Meeting.
2. Unless otherwise provided by laws andregulations, no resolution of the Class
Shareholders’ Meeting comprised of Series 1
Non-convertible preferred stock Shareholders
shall be required in respect of any act by theCompany prescribed in any item of Article 322,
Paragraph 1 of the Companies Act.
3. No resolution of the Class Shareholders’Meeting shall be required in respect of Series 1
Non-convertible preferred stock under theprovisions of Article 199, Paragraph 4 or Article
238, Paragraph 4 of the Companies Act.

(New)

(Put Option for Cash Consideration)
Article 9-5.
Series 1 Non-convertible preferred stock
Shareholders may request the Company toacquire Series 1 Non-convertible preferredstocks held by them in exchange for cash as
consideration thereof during the period
determined by a resolution of the Board of
Directors in preference to the issuance of Series
1 Non-convertible preferred stock. If such
request is made for acquisition, the Company
shall deliver to Series 1 Non-convertible
preferred stock Shareholders the amount in cash
calculated by the calculation method determinedby a resolution of the Board of Directors in
preference to the issuance of Series 1 Nonconvertible preferred stock, on the date when theacquisition related to such request takes effect,
up to the amount distributable as stipulated in
Article 461, Paragraph 2 of the Companies Act
as of the date when the request is made and to
the extent permitted by laws and regulations, in6Current Articles of Incorporation

Proposed Amendments
exchange for the acquisition of all or part ofSeries 1 Non-convertible preferred stocks heldby such Series 1 Non-convertible preferred stock
Shareholders. If a request for acquisition
exceeds the amount distributable as stipulated in
Article 461, Paragraph 2 of the Companies Act
as of the date when such request is made, Series
1 Non-convertible preferred stock to be acquiredby the Company shall be determined by aresolution of the Board of Directors on a lotterybasis, on a pro-rata basis or through any othermeans, and such request for acquisition in
respect of Series 1 Non-convertible preferredstock not so acquired shall be deemed not tohave been exercised.

(New)(Call Option for Cash Consideration)
Article 9-6.
At any time after the date (including that date )to be determined by the Board of Directors of theCompany in preference to the issuance of Series
1 Non-convertible preferred stock and effectiveon the date to be separately determined by the
Board of Directors of the Company, theCompany may deliver the amount in cash
calculated by the calculation method determinedby a resolution of the Board of Directors toSeries 1 Non-convertible preferred stock
Shareholders, etc. in preference to the issuanceof Series 1 Non-convertible preferred stock, up
to the amount distributable as stipulated in
Article 461, Paragraph 2 of the Companies Act
as of such date and to the extent permitted bylaws and regulations, regardless of the intentionof Series 1 Non-convertible preferred stock
Shareholders, etc., in exchange for theacquisition by the Company of all or part ofSeries 1 Non-convertible preferred stocks. When
the Company acquires part of Series 1 Nonconvertible preferred stock, the number of sharesof Series 1 Non-convertible preferred stockacquired by the Company shall be determined ona lottery basis, on a pro-rata basis or by any othermeans at its Board of Directors.

(New)(Share Consolidation, Share Split, Gratis Allotmentof Shares, Etc.)
Article 9-7.
Unless otherwise provided by laws andregulations, the Company shall not incorporate
or split shares with respect to Series 1 Nonconvertible preferred stock.

7

Current Articles of Incorporation2.

Proposed Amendments
The Company shall not grant Series 1 Nonconvertible preferred stock Shareholders any
rights to receive allotments of shares offered by
the Company or subscription rights to shares
offered by the Company, nor shall it grant gratis
allotment of shares or subscription rights toshares.

(New)(Limitation on Transfer)
Article 9-8.
Any acquisition of Series 1 Non-convertible
preferred stock through transfer shall be subject
to the approval of the Board of Directors.

(New)(Class Shareholders’ Meeting)
Article 15-2.
The provisions of Article 10 shall apply mutatis
mutandis to the Class Shareholders’ Meeting to
be held on the same day as the Annual
Shareholders’ Meeting.
2. The provisions of Article 11, Article 12, Article
13, Paragraph 1, Article 14 and Article 15 shallapply mutatis mutandis to the Class
Shareholders’ Meeting.
3. The provision of Article 13, Paragraph 2 shallapply mutatis mutandis to the resolution of theClass Shareholders’ Meeting pursuant to Article
324, Paragraph 2 of the Companies Act.

(Record Date of Distribution of Surplus)
Article 38.
The record date for the Company's year-end
dividends shall be March 31 each year.
2.
The record date for the Company's interim
dividends shall be September 30 each year.
(New)(Record Date of Distribution of Surplus)
Article 38.
The record date for the Company's year-end
dividends shall be March 31 each year.
2. The record date for the Company's interim
dividends shall be September 30 each year.
3. In addition to the preceding two paragraphs, theCompany may designate other record dates anddistribute surplus.

8

Proposal No. 2:

Partial Amendments to the Articles of Incorporation (2)1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended asfollows.
(1) The proposed Article 15, Paragraph 1 of the Articles of Incorporation after amendment provides that
information contained in the reference materials for the general meeting of shareholders, etc. shall be
provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 of the Articles of Incorporation after amendment is
to establish a provision to limit the scope of matters to be included in the paper copy to be sent toshareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference materials for thegeneral meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established.
2. Proposed amendments
The proposed amendments are as follows:
Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, Etc.)
Article 15.
The Company may, when convening a general
meeting of shareholders, deem that it has
provided
information
toshareholders
pertaining to the reference materials for thegeneral meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.
(New)(Underlined parts indicate amendments.)
Proposed Amendments(Deleted)(Measures for Electronic Provision, Etc.)
Article 15.
The Company shall, when convening a general
meeting of shareholders, provide information
contained in the reference materials for thegeneral meeting of shareholders, etc.
electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to besent to shareholders who have requested it by therecord date for voting rights.

9Current Articles of Incorporation(New)

Proposed Amendments(Supplementary Provisions)
1. The deletion of Article 15 (Internet Disclosure
and Deemed Provision of Reference Materials
for the General Meeting of Shareholders, Etc.)of the current Articles of Incorporation and theestablishment of the proposed Article 15(Measures for Electronic Provision, Etc.) shallcome into effect on September, 1 2022, the dateof enforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “EffectiveDate”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the current Articles ofIncorporation shall remain in force with respect
to a general meeting of shareholders to be held
on a date within six months from the EffectiveDate.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the dateof the general meeting of shareholders set forthin the preceding paragraph, whichever is later.

10

Proposal No. 3: Election of Eleven (11) Directors
The term of all twelve (12) Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Consequently, it is proposed that the number of Directors be reduced by one (1) and eleven(11) Directors be elected.
The candidates for Director are as follows:
No.

Name

Current position in the Company

1

Yuichiro Naya

Reappointment

President & CEO

2

Masakuni Shinozaki

Reappointment

Director and Senior Managing Executive Officer

3

Junya Wada

Reappointment

Director and Senior Managing Executive Officer

4

Atsushi Sakate

Reappointment

Director and Managing Executive Officer

5

Yoshihito Kikyo

Reappointment

Director and Managing Executive Officer

6

Shigeru Naya

Reappointment

Director and Executive Officer

7

Yoon Ho, Shin

Reappointment

Director

8

Nao Tsuchiya

9

Yosuke Nishiyama

10

Takashi Harada

Reappointment
Outside Director
Independent Director

Outside Director

11

Toshifumi Kobayashi

Reappointment
Outside Director
Independent Director

Outside Director

Reappointment
Outside Director
Independent Director
Reappointment
Outside Director
Independent Director

11

Outside Director
Outside Director

No.

1

2

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
14/14
4,703,972
Nansha) Co., Ltd.
Yuichiro Naya
(100%)
July
2005
Board
President,
MeikoElectronics(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.
[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.
October 1989 Joined the Company
April 2007
Executive Officer, the Company
General Manager of Sales Headquarters and General
Manager of Asia Sales Department, Meiko
Electronics (Guangzhou Nansha) Co., Ltd.
April 2009Managing Executive Officer, the Company
Reappointment
Deputy General Manager and General Manager of
14/14
21,816
Sales Headquarter, Meiko Electronics (Guangzhou(100%)
Masakuni Shinozaki
Nansha) Co., Ltd.
(October 19, 1952)
May 2011
Senior Managing Executive Officer, the Company
June 2011
Director and Senior Managing Executive Officer, theCompany (current position)
February 2014 General Manager, Sales Headquarters, the Company(current position)[Reasons for nomination as a candidate for Director]
Mr. Masakuni Shinozaki has a wealth of experience, know-how and expertise in the sales division, which he accumulated
since joining the Company, as well as a proven track record and experience of overseeing the Group’s sales division.
Accordingly, the Company proposes his renomination as Director to continue to have his insight in the oversight of theGroup’s sales division and the management of the Company.

12

No.

Name
(Date of birth)

Career summary, positions and responsibilities
and significant concurrent positions
April 1984
April 2008
June 2010

3

4

NumberAttendanceof theat Board
Company’sof Directors
shares held

Joined Victor Company of Japan, Limited
Joined the Company
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
Reappointment(Guangzhou Nansha) Co., Ltd.
14/14
April 2017Managing Executive Officer, the Company
2,802
Junya Wada
(100%)
Board President, Meiko Electronics (Guangzhou(March 6, 1961)
Nansha) Co., Ltd. (current position)
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;
General Manager, President’s Office, the Company(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 Company.
April 1996
Joined the Company
March 2011
General Manager, Management Reform Office, theCompany
April 2018
Executive Officer, the Company
General Manager, Manufacturing Headquarters, theReappointment
Company (current position)
11/11
April
2019
Representative Director, Yamagata Meiko Electronics
3,938
Atsushi Sakate(100%)
Co., Ltd. (current position)(November 24, 1973)
April 2021
Managing Executive Officer, the Company
June 2021

Director and Managing Executive Officer, theCompany (current position)[Significant concurrent positions]Representative Director, Yamagata Meiko Electronics Co., Ltd.
[Reasons for nomination as a candidate for Director]
Mr. Atsushi Sakate has a proven track record, experience and expertise gained through overseeing plants across the Group
as well as experience in management as Representative Director of the Company’s subsidiary. Accordingly, the Company
proposes his nomination as Director to continue to have his insight in the management of the Company.

13

No.

Name
(Date of birth)

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

5

6

7

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 of 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,
Reappointment
Limited)
11/11
June 2006
Representative Director, President, The Kinki Osaka
719
Yoshihito Kikyo(100%)
Bank., Ltd. (currently Kansai Mirai Bank, Limited)(February 5, 1955)
Executive Officer, Resona Holdings, Inc.
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, the Company
General Manager of EMS, Image and Industrial
Machinery Headquarters, the Company (current
position)
June 2021
Director and Managing Executive Officer, 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 nomination as Director
continue to have his insight in the management of the Company.
March 2004
Joined the Company
May 2017
Representative Director, Meiko Tech Co., Ltd.
(current position)
April 2018
General Manager, New Business Development
Reappointment
Department, the Company
April 2021
Executive Officer, the Company
11/11
24,838General Manager, Power Electronics Headquarters,
Shigeru Naya
(100%)
the Company (current position)(January 9, 1975)
June 2021
Director and Executive Officer, the Company (current
position)[Significant concurrent positions]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 nomination as Director to continue to have his insight in the management of theCompany.
August 1989
Joined Samsung Heavy Industries Co., Ltd
May 1995
Transferred to SAMSUNG JAPAN CORPORATION
December 2000 Transferred to Samsung Electro-Mechanics
Reappointment
Manager, Sales Team, Substrate Business Department
11/14
May 2006
Established Dapara Tech Co., Ltd. President (current
Yoon Ho, Shin(79%)
position)(August 28, 1952)
June 2014
Director, the Company (current position)[Significant concurrent positions]
President, Dapara Tech Co., Ltd.
[Reasons for nomination as a candidate for Director]
Mr. Yoon Ho, Shin has a proven track record and experience in management as an executive director of anothercompany as well as expertise in the smartphone industry and the Printed Circuit Board industry. Accordingly, theCompany proposes his renomination as Director to continue to have his insight in the management of the Company.
14

No.

Name
(Date of birth)

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

8

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.
Reappointment
November 2016 Executive Officer and General Manager of Legal
Division, LAC Co., Ltd.
Outside Director
April 2018
Executive Officer, General Manager of Legal Division
14/14
and Head of Intellectual Property Department, LAC
Independent Director(100%)
Co., Ltd.
June 2018
Outside Director, the Company (current position)
Nao Tsuchiya
April
2020
General Manager of Legal Division and Head of(October 23, 1973)
Intellectual Property Department, LAC Co., Ltd.
June 2020
Part-time Director, LAC Co., Ltd. (current position)
October 2020 General Manager of Legal Department, Legal
Headquarters, Yahoo Japan Corporation
General Manager of Legal Headquarters, Yahoo Japan
April 2022
Corporation (current position)[Significant concurrent positions]Part-time Director, LAC Co., Ltd.
General Manager of Legal Headquarters, Yahoo Japan 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 four (4) years at the conclusion of this Annual General
Meeting of Shareholders.

15

No.

Name
(Date of birth)

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

9

Joined Sanoyas Dock Co., Ltd.
Joined IBM Japan
Plant Manager, Shiga Yasu Plant, IBM Japan
Transferred to Kyocera SLC Technologies Corp.
Director and General Manager of SLC Division
October 2004 Director and Managing Executive Officer, andGeneral Manager of 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) (*)
Representative Director and President
Outside Director
October 2014 Director and General Manager, Technological
Development Headquarters, Kyocera Circuit
Independent Director
Solutions, Inc. (consolidated into KYOCERA
Corporation through an absorption-type merger in
Yosuke Nishiyama
April 2016)(August 3, 1954)
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)

NumberAttendanceof theat Board
Company’sof Directors
shares held

14/14
(100%)-* 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 three (3) years at the conclusion of this Annual
General Meeting of Shareholders.

16

No.

Name
(Date of birth)

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

10

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
14/14
Mobile Communications Inc.
Independent Director(100%)
June 2016
Outside Audit & Supervisory Board Member, theCompany
Takashi Harada
December
2016
OutsideAudit & Supervisory Board Member,(February 13, 1956)
Kantatsu Co., Ltd.
May 2017
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 two (2) year at the conclusion of this Annual General Meetingof Shareholders.

17

No.

Name
(Date of birth)

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

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, and General
Manager of Production Headquarters, NIPPON
Reappointment
MEKTRON, LTD.
June 2009
Representative Director President, NIPPON
Outside Director
MEKTRON, LTD.
14/14
May
2011
Board Member, Japan Electronics Packaging andIndependent Director(100%)
Circuits Association
Toshifumi Kobayashi February 2012 Vice Chairman, Japan Electronics Packaging andCircuits Association(October 4, 1957)11
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 positions]
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 one (1) year and seven (7) months at theconclusion of this Annual General Meeting of Shareholders.
Notes:
1. The Company has a business relationship with Dapara Tech Co., Ltd., where Mr. Yoon Ho, Shin, acandidate for Director, is President. There are no special interests between any of the other candidates
and the Company.
2. The number of the Company’s shares held is valid as of March 31, 2022 and includes the number of
the Company’s shares held by the officer shareholding association 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 Mr. Yoon Ho, Shin, 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. If
their nomination is approved, the company will continue the said liability limitation agreement withthem. Under the agreement, their liability for damages as stipulated by Article 423, Paragraph 1 of thesaid Act shall be limited to five million yen (¥5,000,000) or an amount stipulated by laws andregulations, whichever is higher.
5. The attendance at Board of Directors by Mr. Atsushi Sakate, Mr. Yoshihito Kikyo and Mr. Shigeru
Naya refers to their attendance at Board of Directors after their election as Director.
6. 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 plans18

7.

to renew the insurance agreement in December 2022. 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.
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, discharged his duties also
in this case. For example, his audit by Audit & Supervisory Board Member uncovered the facts of thecase, 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 picture of the case throughclose coordination with an investigation committee that was comprised of the Internal Audit Divisionof Sharp Corporation and external experts and provided his opinion on ensuring recurrence prevention
and enhancing legal compliance.

19

(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

Yuichiro Naya
Masakuni
Shinozaki
Junya Wada
Atsushi
SakateYoshihito
Kikyo
Shigeru NayaYoon Ho,Shin
Nao Tsuchiya
YosukeNishiyama
TakashiHaradaToshifumi
Kobayashi

Experience aspresident
Independence (Excluding ourGroup’s
subsidiaries)●

Insight inindustry

Finance andaccounting

Sales

●

●

●

●

●

●

●

●
●

Overseas Manufacturing
technology
experience

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●
●

●
●

●
●

Legal affairs
and legal
compliance

●

●

●

●

●

●

●

20

●

●
●

●

●
●

Proposal No. 4: Election of Two (2) Audit & Supervisory Board Members
The term of office of Mr. Takayuki Satoh as an Audit & Supervisory Board Member will expire at theconclusion of this Annual General Meeting of Shareholders. Mr. Toyohiko Tsuyuki is scheduled to resign asan Audit & Supervisory Board Member at the conclusion of this Annual General Meeting of Shareholders.
Consequently, it is proposed that two (2) Audit & Supervisory Board Members be elected. The Audit &Supervisory Board has previously given its approval to this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)

Career summary and positions
and significant concurrent positions
April 1983
April 2010

1

2

NumberAttendanceof theat Board
Company’sof Directors
shares held

Joined the Company
Executive Officer, the Company
Plant Manager, Meiko Electronics (Wuhan) Co., Ltd.
June 2012
Director and General Manager, Meiko Electronics(Wuhan) Co., Ltd.
April 2016
Senior Executive Officer, the Company
New appointment
August 2016
General Manager, Quality Assurance Headquarters,
the Company
13/14
12,025
April 2017Managing Executive Officer, the Company(93%)
Takahiro Matsuda
General Manager, General Affairs Headquarters, the(May 29, 1958)
Company
Representative Director, Yamagata Meiko Electronics
Co., Ltd.
June 2017
Director and Managing Executive Officer, theCompany
November 2018 General Manager, Engineering Headquarters, theCompany (current position)[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Mr. Takahiro Matsuda has a proven track record and experience of overseeing the Company’s quality assurance division,engineering division and General Affairs division. In addition, he has an extensive insight in the manufacturing, quality
and technologies in general of the Company’s products. Accordingly, the Company proposes his nomination as Audit &Supervisory Board Member to have his track record and insight in the audit operations of the Company.
April 1997
Joined Sumitomo Marine & Fire Insurance Co., Ltd.
(currently Mitsui Sumitomo Insurance Company,
Limited)December 2008 Registered with the DAI-ICHI TOKYO BAR
New appointment
ASSOCIATION
Outside Director
January 2009
Joined Keiwa Sogo Law Offices-/Independent Director(-%)
July 2020
Partner, Keiwa Sogo Law Offices (current position)
January 2021
Outside Audit & Supervisory Board Member, Linkers
Kotomi Ejiri
Co., Ltd. (current position)(August 12, 1974)[Significant concurrent positions]
Partner, Keiwa Sogo Law Offices
Outside Audit & Supervisory Board Member, Linkers Co., Ltd.
[Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member]
Ms. Kotomi Ejiri has an extensive experience as an attorney-at-law, and prominent level of expertise regarding corporate
legal affairs as well as insight in audit. Accordingly, the Company proposes her nomination as Outside Audit &Supervisory Board Member to have her expertise and experience to secure the effectiveness of audit from an independent
position.
Ms. Kotomi Ejiri does not have any experience of being directly involved in the management of a company, other thanbeing an Outside Audit & Supervisory Board. However, for these reasons above, the Company has judges that she canperform her duties appropriately.

21

Notes:1. There are no special interests between any of the candidates for Audit & Supervisory Board Members
and the Company.
2. Ms. Kotomi Ejiri is a candidate for Outside Audit & Supervisory Board Member.
3. Ms. Kotomi Ejiri is recorded under the name of Ms. Kotomi Tsuruta in the family register.
4. If the nomination of Ms. Kotomi Ejiri is approved, the Company register her as an independent officer
as stipulated by the rules of Tokyo Stock Exchange.
5. The attendance at Board of Directors by Mr. Takahiro Matsuda refers to his attendance at Board of
Directors as Director.
6. Outline of liability limitation agreement
The Company will enter into a liability limitation agreement with Mr. Takahiro Matsuda and Ms.
Kotomi Ejiri 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 ofIncorporation of the Company. Under the agreement, their liability for damages as stipulated by
Article 423, Paragraph 1 of the said Act shall be limited to five million yen (¥5,000,000) or an amountstipulated by laws and regulations, whichever is higher.
7. 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
plans to renew the insurance agreement in December 2022. The Company bears insurance premiums
in full for all such insured persons. If the candidates for Audit & Supervisory Board Members areelected as such, each of them will become the insured person under the insurance agreement.
(Reference) Composition of the Audit & Supervisory Board following the nomination of Mr. Takahiro Matsuda
and Ms. Kotomi Ejiri.
Name

Position in the Company

Takahiro Matsuda

New
appointment

Hiroshi Miyauchi

Non-elected

OutsideDirector

Independent
Director

Outside Audit & Supervisory Board
MemberKotomi EjiriNew
appointment

OutsideDirector

Independent
Director

Outside Audit & Supervisory Board
MemberAudit & Supervisory Board Member (fulltime)22