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, 2021
To Shareholders with Voting Rights:
Yuichiro Naya
President & CEO
Meiko Electronics Co., Ltd.
5-14-15, Ogami, Ayase City,
Kanagawa, JapanNOTICE OF THE 46TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,This is to notify you that the 46th 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. Please read the Reference Documents for the General
Meeting of Shareholders described hereinafter, indicate your approval or disapproval of the proposalon the enclosed Voting Rights Exercise Form, and return it by 5:20 p.m. on Wednesday, June 23, 2021
(JST).
1. Date and Time:Thursday, June 24, 2021 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 46th Fiscal Year (from April 1, 2020 to March 31, 2021)
1. The Business Report, Consolidated Financial Statements and results ofaudits of 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 Twelve (12) Directors
Proposal No. 4: Revision of Amount of Compensation for Directors
Proposal No. 5: Determination of Amount and Contents of Stock-Based Compensation for
Directors
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 statusof the systems” in the Business Report, 2) Notes to the Consolidated Financial Statements, and 3)
1

Notes to 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.
3. When the Reference Documents for the General Meeting of Shareholders, the Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements need revisions, theCompany 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
This proposal is to make necessary amendments to current Article 2 (Objectives) of the Articles ofIncorporation with the aim of clarifying business lines to be in alignment with the current state ofbusiness at the Company and its subsidiaries as well as responding to the future development anddiversification of business covering those of the subsidiaries.
2. Proposed amendments
The proposed amendments are as follows:
Current Articles of Incorporation(Objectives)
Article 2. The objectives of the Company shall beto engage in the following businesses:(1) to (9)Provisions omitted
(New)
(New)
(10) Any and all businesses incidental to any of
the forgoing items(Changes are underlined.)
Proposed Amendments(Objectives)
Article 2. The objectives of the Company shall beto engage in the following businesses:(1) to (9)Unchanged(10) Assembly, processing, manufacture and saleof medical equipment and beauty
equipment(11) Leasing out of real properties(12) Any and all businesses incidental to any of
the forgoing items

Proposal No. 2: Partial Amendments to the Articles of Incorporation (2)1. Reasons for proposal
This proposal is to make amendments to current Article 16 (Number of Directors) of the Articles ofIncorporation to change the maximum number of Directors from ten (10) to fifteen (15) in preparation
for improving and enhancing the management structure.
2. Proposed amendments
The proposed amendments are as follows:(Changes are underlined.)
Proposed Amendments(Number of Directors)
Article 16. The Company shall have not more thanfifteen (15) Directors.

Current Articles of Incorporation(Number of Directors)
Article 16. The Company shall have not more thanten (10) Directors.

3

Proposal No. 3: Election of Twelve (12) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Annual General
Meeting of Shareholders. In addition, the Company hopes to add three (3) Directors in order to strengthen
its management structure and prepare for future business expansion. Consequently, we hereby propose theelection of twelve (12) Directors subject to approval of Proposal No. 2: Partial Amendments to the Articles
of Incorporation (2).
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

Takahiro Matsuda

Reappointment

Director and Managing Executive Officer

5

Atsushi Sakate

New appointment

Managing Executive Officer

6

Yoshihito Kikyo

New appointment

Managing Executive Officer

7

Shigeru Naya

New appointment

Executive Officer

8

Yoon Ho, Shin

Reappointment

Director

9

Nao Tsuchiya

Reappointment
Outside Director
Independent Director

Outside Director

10

Yosuke Nishiyama

Reappointment
Outside Director
Independent Director

Outside Director

11

Takashi Harada

Reappointment
Outside Director
Independent Director

Outside Director

12

Toshifumi Kobayashi

Reappointment
Outside Director
Independent Director

Outside Director

4

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
Reappointment
Co., Ltd.
19/19
December 1998 Board President, Meiko Electronics (Guangzhou
4,703,789
Yuichiro Naya
(100%)Nansha) Co., Ltd.
(December 9, 1943) July 2005
Board President, Meiko Electronics (Wuhan) Co., 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 wealth of experience and management prowess gained through leading andgrowing the Company as its top executive since its establishment as well as a deep knowledge and understanding of theentire 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
2009
Managing Executive Officer, the Company
Reappointment
Deputy General Manager and General Manager of
19/19
21,632
Sales
Headquarter,
MeikoElectronics(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.

5

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.
18/19
April 2017Managing Executive Officer, the Company
2,415
Junya Wada
(94.7%)
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 and has a proven track record and experience of overseeing the Chinesearea 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 management of the Company.
April 1983
Joined the Company
April 2010
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
August 2016
General Manager, Quality Assurance Headquarters,
Reappointment
the Company
19/19
April 2017Managing Executive Officer, the Company
11,915
Takahiro Matsuda(100%)
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 (current position)
November 2018 General Manager, Engineering Headquarters, theCompany (current position)[Reasons for nomination as a candidate for Director]
Mr. Takahiro Matsuda has a proven track record and experience of overseeing the Company’s quality assurance
division and engineering division. In addition, he has an extensive knowledge and understanding of the
manufacturing, quality and technologies in general of the Company’s products. Accordingly, the Company
proposes his renomination as Director to continue to have his insight in the management of the Company.

6

No.

Name
(Date of birth)

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

5

6

7

NumberAttendanceof theat Board
Company’sof Directors
shares held

Joined the Company
General Manager, Management Reform Office, theCompany
April 2018
Executive Officer, the Company
New appointment
General Manager, Manufacturing Headquarters, theCompany (current position)-/Atsushi Sakate
April 2019
Representative Director, Yamagata Meiko Electronics(- %)(November 24, 1973)
Co., Ltd. (current position)
April 2021
Managing Executive Officer, the Company (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 acrossthe Group as well as experience in management as Representative Director of the Company’s subsidiary.
Accordingly, the Company proposes his nomination as Director to have his insight in the management of theCompany.
April 1978
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
New appointment
Osaka Bank, Ltd. (currently Kansai Mirai Bank,-/Limited)
Yoshihito Kikyo(- %)June 2006
Representative Director, President, The Kinki Osaka(February 5, 1955)
Bank., Ltd. (currently Kansai Mirai Bank, Limited)
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 (current
position)[Reasons for nomination as a candidate for Director]
Mr. Yoshihito Kikyo has experience in management as the president of other companies as well as a deep knowledge andunderstanding of the EMS business. Accordingly, the Company proposes his nomination as Director to have his insightin the management of the Company.
March 2004
Joined the Company
May 2017
Representative Director, Meiko Tech Co., Ltd.
(current position)
New appointment
April 2018
General Manager, New Business Development
Department, the Company-/24,000
April 2021
Executive Officer, the Company (current position)
Shigeru Naya(- %)General Manager, Power Electronics Headquarters,(January 9, 1975)
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 experience in management as Representative Director of the Company’s subsidiary as well
as experience of overseeing the research and development of the Company’s products and technologies.
Accordingly, the Company proposes his nomination as Director to have his insight in the management of theCompany.

7

No.

8

9

Name
(Date of birth)

Career summary, positions and responsibilities
and significant concurrent positions

NumberAttendanceof theat Board
Company’sof Directors
shares held

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
19/19
May 2006
Established Dapara Tech Co., Ltd.
Yoon Ho, Shin
(100%)
President (current 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 experience in management as an executive director of another company. He has provided
appropriate advice based on his expertise in the smartphone industry and the Printed Circuit Board industry.
Accordingly, the Company proposes his renomination as Director to continue to have his insight in the managementof the Company.
October 2003 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
19/19
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 (current
position)[Significant concurrent positions]Part-time Director, LAC Co., Ltd.
General Manager of Legal Department, Legal Headquarters, Yahoo
Japan Corporation[Reasons for nomination as a 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 three (3) years at the conclusion of this Annual
General Meeting of Shareholders.

8

No.

Name
(Date of birth)

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

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 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
19/19
Development Headquarters, Kyocera Circuit
Independent Director(100%)
Solutions, Inc. (consolidated into KYOCERA
Corporation through an absorption-type merger in
Yosuke Nishiyama
April 2016)(August 3, 1954)
10
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 a 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 two (2) 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 1979
April 1998
July 2002

Reappointment
Outside Director
Independent Director
Takashi Harada(February 13, 1956)
11

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
April 2013
Audit & Supervisory Board Member, Sony Olympus
Medical Solutions Inc.
(concurrent position)
October 2013 Full-time Audit & Supervisory Board Member, Sony
Mobile Communications Inc.
June 2016
Outside Audit & Supervisory Board Member, theCompany
December 2016 Outside Audit & Supervisory Board Member,
Kantatsu Co., Ltd.
May 2017
Outside Audit & Supervisory Board Member,
ASOVIEW Inc.
June 2019
Full-time Outside Audit & Supervisory Board
Member, Kantatsu Co., Ltd. (current position)
June 2020
Outside Director, the Company (current position)[Significant concurrent positions]
Outside Audit & Supervisory Board Member, Kantatsu Co., Ltd. (fulltime)

NumberAttendanceof theat Board
Company’sof Directors
shares held

15/15
(100%)-[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 one (1) year at the conclusion of this Annual General Meetingof Shareholders.

10

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.
8/8
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)
12
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
based on 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 seven (7) months at the conclusion of thisAnnual 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, 2021 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 stipulatedby the rules of Tokyo Stock Exchange. If their nominations are approved, the Company will continue
to register 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 theCompany. If their nomination is approved, the company will continue the said liability limitationagreement with them. 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 amount stipulated
by laws and regulations, whichever is higher.
5. The attendance at Board of Directors by Mr. Takashi Harada and Mr. Toshifumi Kobayashi refers totheir 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 thedamages, legal costs and other relevant costs that should be borne by the insured under laws. The
11

7.

Company plans to renew the insurance agreement in December 2021. The Company bears insurance
premiums in full for all such insured persons. If the candidates for Director are elected as such, eachof 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 servers 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 factsof 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 picture of thecase through close coordination with an investigation committee that was comprised of the Internal
Audit Division of Sharp Corporation and external experts and provided his opinion on ensuring
recurrence prevention and enhancing legal compliance.

12

Proposal No. 4: Revision of Amount of Compensation for Directors
At the 31st Annual General Meeting of Shareholders held on June 29, 2006, the amount ofcompensation for the Company’s Directors (the number of Directors at the conclusion of that Meeting was
six (6) of which the number of Outside Directors was zero (0)) was approved to be not more than four
hundred million yen (¥400,000,000) per year (excluding salaries paid in their capacity as employees), andthe amount has remained the same since then. The Company proposes that the amount of compensation for
Directors be revised to not more than five hundred million yen (¥500,000,000) (of which not more thanfifty million yen (¥50,000,000) shall be for Outside Directors) considering circumstances such as anincrease in the number of Directors, heavier duties for Directors with growth and business expansion of theCompany, and future changes in economic conditions. This proposal is in line with “Policy on
determination of contents of compensation, etc. for individual Directors” described later in page 25,
established by the Company, and thus is considered reasonable by the Company.
In addition, it is proposed that the amount of compensation for Directors exclude salaries paid in theircapacity as employees as before.
The number of Directors is currently nine (9) including four (4) Outside Directors. If Proposal No. 3:
Election of Twelve (12) Directors is approved as originally proposed, the number of Directors covered by
the compensation for Directors will become twelve (12) including four (4) Outside Directors.

13

Proposal No. 5: Determination of Amount and Contents of Stock-Based Compensation for Directors
1. Reasons for proposal and reasons why the compensation plan is considered reasonable
The compensation for the Company’s Directors consists of base compensation and bonuses. The
Company proposes to newly adopt a stock-based compensation plan for its Directors (excluding Outside
Directors, and limited to Executive Directors) (the “Plan”). It is requested that the details of the Plan beleft to the discretion of the Board of Directors within the framework described in 2. below.
The Plan aims to more closely link the treatment of its Directors with its stock price so that
Directors will share economic consequences with shareholders, thereby boosting their motivation andmoral for a higher stock price and better medium- to long-term business performance. The Company
believes that the Plan is reasonable as compensation for Directors.
This proposal is to provide stock-based compensation to Directors in office (excluding Outside
Directors, and limited to Executive Directors) during a three-year period from the day following thedate of conclusion of this Annual General Meeting of Shareholders to the date of conclusion of theAnnual General Meeting of Shareholders to be held in June 2024 (the “Covered Period”) separatelyfrom the amount of compensation for Directors, which will be five hundred million yen (¥500,000,000)(of which not more than fifty million yen (¥50,000,000) will be for Outside Directors; salaries paid in
their capacity as employees, however, will not be included) if Proposal No. 4: Revision of Amount ofCompensation for Directors is approved as originally proposed.
If Directors in office as of March 31, 2021 (excluding Outside Directors, and limited to Executive
Directors) are reelected with approval of Proposal No. 3: Election of Twelve (12) Directors, theCompany shall be able to provide stock-based compensation to those Directors under the Plan also in
consideration of their execution of duties during a period from the day following the date of conclusionof the Annual General Meeting of Shareholders held in 2020 to the date of conclusion of this General
Annual General Meeting of Shareholders.
The number of Directors is currently nine (9) including four (4) Outside Directors. If Proposal No. 3:
Election of Twelve (12) Directors is approved as originally proposed, the number of Directors coveredby the Plan will become seven (7).
2. Amount and contents of compensation under the Plan
(1) Overview of the Plan
The Plan is a stock-based compensation plan under which a trust set up with contribution ofmoney by the Company (the “Trust”) acquires the Company’s shares, and the Company’s shares in a
number corresponding to the number of points granted to each Director (excluding Outside Directors,
and limited to Executive Directors; the same applies hereinafter) by the Company are delivered toeach Director through the Trust.
In principle, the Company’s shares will be delivered to Directors at the time of their retirement.
1) Eligible persons for the Plan

Directors of the Company (excluding Outside2) Covered Period

From the day following the date of conclusion ofthis General Meeting of Shareholders to the dateof conclusion of the Annual General Meeting of
Shareholders to be held in June 2024
¥102,000,000 in total

Directors, and limited to Executive Directors)3) Upper limit of money contributed by the Company
as a fund for acquiring the Company’s sharesnecessary for delivery to eligible persons specified
in 1) during the Covered Period specified in 2)
4) Method of acquiring the Company’s shares
5) Upper limit of total points granted to eligible
persons specified in 1)
6) Standards for granting points
7) Period of delivering the Company’s shares toeligible persons specified in 1)

Disposal of treasury shares or acquisition throughexchange markets (including off-floor trading)
28,000 points per fiscal year
Points to be granted according to position, etc.
Upon retirement, in principle(2) Upper limit of money contributed by the Company
With the initial trust period of the Trust of approximately three (3) years, the Company will set up
the Trust having Directors who satisfy certain requirements as beneficiaries by contribute money of14

up to one hundred and two million yen (¥102,000,000) in total during the Covered Period in the formof compensation for Directors who are in office during the Covered Period, as a fund for acquiring theCompany’s shares for delivery to Directors under the Plan. Using the money entrusted by theCompany, the Trust will acquire the Company’s shares by way of disposal of treasury shares or
acquisition through exchange markets (including off-floor trading).
* The amount of money the Company will actually entrust to the Trust will be the sum of theaforementioned fund for acquiring the Company’s shares and the estimated amount of necessary
expenses including trust fees and trust administrator fees.

The Company may, by decision of its Board of Directors, continue the Plan by extending the
Covered Period by a period of not more than three (3) years as determined each time and accordingly
extending the trust period of the Trust (including the case of effectively extending the trust period bytransferring the trust assets in the Trust to a trust set up by the Company having the same purposes as
those of the Trust; the same applies hereinafter). In this case, the Company will, during the extended
portion of the Covered Period, additionally contribute money of up to an amount obtained bymultiplying the number of years of the extended portion of the Covered Period by thirty hundred
million yen (¥30,000,000), as an additional fund for acquiring the Company’s shares required fordelivery to Directors under the Plan, and will continue to the granting of points and delivery of theCompany’s shares specified in (3) below.
In addition, even in cases in which the Covered Period is not extended and the Plan is notcontinued as described above, if any Director to whom points have been granted remains in office atthe expiration of the trust period, the Company may extend the trust period of the Trust until thedelivery of the Company’s shares is completed upon retirement of that Director.
(3) Calculation method and upper limit of the Company’s shares to be delivered to Directors
1) Method of granting points to Directors
In accordance with the share delivery rules to be established by the Company’s Board of
Directors, the Company will grant points to each Director according to his or her position andother factors on grant dates specified by the share delivery rules during the trust period. The total
number of points to be granted to Directors by the Company is limited to not more than twentyeight thousand (28,000) points per fiscal year.
2) Delivery of the Company’s shares corresponding to the number of points granted
In accordance with the procedures specified in 3) below, Directors will receive delivery of theCompany’s shares corresponding to the number of points granted in 1) above.
One (1) point corresponds to one (1) share of the Company. However, if an event occurs withrespect to the Company’s shares, in which it is considered reasonable to adjust the number of theCompany’s shares to be delivered, such as a stock split and a stock consolidation, the Company
will reasonably adjust the number based on the ratio of split, consolidation or other relevant ratios.
3) Deliver of the Company’s shares to Directors
The Trust will deliver the Company’s shares to each Director as described in 2) above with the
Director carrying out prescribed procedures for beneficiary determination at the time of his or her
retirement.
However, a certain portion of these Company’s shares may be delivered in money in lieu of
the Company’s shares after sale and conversion into money in the Trust for the purpose ofwithholding income tax and other taxes at source by the Company for tax payments. In addition, if
the Company’s shares held in the Trust are converted into money, such as when the shares aretendered and settled in a tender offer, money (the money after conversion) in lieu of theCompany’s shares may be delivered.
(4) Exercise of voting rights
Voting rights of the Company’s shares held in the Trust will not be exercised uniformly inaccordance with instructions from the trust administrator independent of the Company and its
Officers. This approach is intended to ensure neutrality toward the management of the Company withrespect to exercise of voting rights of the Company’s shares in the Trust.
(5) Treatment of dividends
Dividends on the Company’s shares held in the Trust will be received by the Trust andappropriated to the acquisition cost of the Company’s shares and trust fees and other fees for thetrustee of the Trust.

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