Kyosan Electric Manufacturing : Notice of Convocation of the 159th Ordinary General Meeting of Shareholders (434KB）

[Translation for Reference Purposes Only]

Please note that the following is an unofficial English translation of Japanese Notice of Convocation of the 159th Ordinary General Meeting of Shareholders of Kyosan Electric Manufacturing Co., Ltd. Kyosan provides this translation for your reference purposes only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail.

	(Code No. 6742)
	June 5, 2024
(Start Date of Electronic Provision Measures	May 24, 2024)
To Our Shareholders:
Ryoji Kunisawa

Representative Director, President

Kyosan Electric Manufacturing Co., Ltd.

2-29-1Heian-cho,Tsurumi-ku, Yokohama

Notice of Convocation of the 159th Ordinary General Meeting of Shareholders

Notice is hereby given that the 159th Ordinary General Meeting of Shareholders of Kyosan Electric Manufacturing Co., Ltd. ("Kyosan" or the "Company") will be held as described below.

As the Company is taking electronic provision measures in convening this General Meeting of Shareholders, matters subject to electronic provision measures are posted as the Notice of Convocation of the 159th Ordinary General Meeting of Shareholders on the following Internet website.

Please check the documents by accessing them at any of these websites. ・The Company's website: https://www.kyosan.co.jp/ir/stock02.html・The website of the TSE (Tokyo Stock Exchange): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(If using the TSE's website, to view the documents, please conduct a search using the Issue name (company name) field or entering the securities code, and selecting Basic information followed by Documents for public inspection/PR information.)

In lieu of attending the meeting in person, you may otherwise exercise your voting rights in writing or via the Internet. Please refer to the Reference Documents for the Ordinary General Meeting of Shareholders, and exercise your voting rights by following the instructions on pages 3 to 4 of the Japanese version of this document by 5:00 p.m. Thursday, June 20, 2024.

1. Date and Time:
2. Place:
3. Purposes of the Meeting: Matters to be Reported:

Matters to be Resolved: Proposal No. 1: Proposal No. 2: Proposal No. 3:

10:00 a.m. Friday, June 21, 2024 Kyosan Conference Room

2-29-1Heian-cho,Tsurumi-ku, Yokohama

1. Business Report, Consolidated Financial Statements for the 159th Term (from April 1, 2023 to March 31, 2024) and Reports of Audit of the Consolidated Financial Statements by the Accounting Auditors and Audit & Supervisory Board
2. Report on the Financial Statements for the 159th Term (from April 1, 2023 to March 31, 2024)

Appropriation of Surplus

Election of Six (6) Directors

Election of One (1) Substitute Audit & Supervisory Board

Member

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[Translation for Reference Purposes Only]

• If you are attending the meeting, please submit the Voting Rights Exercise Form at the reception desk. To save resources, please bring this "Notice of Convocation" with you.
• In addition to the Reference Documents for the Ordinary General Meeting of Shareholders, part of the Business Report (Items (1) - (4) of 1. Matters Concerning the Status of the Corporate Group) will be sent to shareholders who have not requested paper copies of the materials.
• Based on the provisions of laws and regulations and our Articles of Incorporation, the Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements are not included in the documents to be delivered to shareholders who have requested paper copies of the materials.
• Each of the documents sent to shareholders form part of the documents audited by the Audit & Supervisory Board Members and Accounting Auditors when preparing the Audit Report.
• Should there be any revisions to the matters subject to electronic provision measures, the revised item, the description of the revision, and the item as it was before revision will be posted on the respective websites.

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[Translation for Reference Purposes Only]

Proposals and Reference Information

Proposal No. 1: Appropriation of Surplus

The Group strives to optimize shareholder equity and provide healthy shareholder returns by balancing the investments necessary to drive the Medium Term Management Plan 2025 with stable shareholder returns according to medium to long term profit standards.

Considering the policies described above and the consolidated business results of the fiscal year under review, the Company proposes to pay a year-end dividend of 15 yen per share for the fiscal year ended March 31, 2024, as disclosed in the "Notice of Distribution of Surplus" on May 13, 2024.

Additionally, this will result in an annual dividend of 20 yen per share when combined with the interim dividend of 5 yen that has already been paid, a dividend increase of 2 yen compared to the previous fiscal year.

Information on the year-end dividend

1. Type of dividend assets Cash
2. Appropriation of dividend assets to shareholders and amount of appropriation

15 yen per share of Kyosan's common stock	total amount 941,164,320 yen
(3) Surplus dividend effective date
June 24, 2024

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[Translation for Reference Purposes Only]

Proposal No. 2: Election of Six (6) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes to elect six (6) Directors as shown below. In order to strengthen the supervisory and monitoring functions by segregating management from execution and to enhance the transparency and fairness of governance, the number of Directors shall be reduced by one, bringing the total number of Directors to six (6) consisting of two (2) Internal Directors and four (4) Outside Directors (including a newly appointed Director). As a result, the majority of the Board of Directors shall comprise Independent Outside Directors.

Each candidate for Director is decided upon by the Board of Directors based on a report of the Nomination and Remuneration Committee, a voluntary advisory body of the Board of Directors.

Candidates for the Directors (6)

No.Name

1	Ryoji Kunisawa	Reappointment
2	Toru Onodera	Reappointment
		Reappointment

Current Positions and Assignments in the Company

Representative Director, President

(In charge of Internal Auditing Office and R&D Center)

Representative Director, Senior Managing Executive Officer

(General Manager, Group Management Headquarters; General Manager, Corporate Strategy Office; in charge of IT System Management Dept.)

Attendance at

Board of Directors Meetings

(159th Term)

15 out of 15 meetings

(100%)

15 out of 15 meetings

(100%)

3	Hiroshi Sumitani	Outside
		Independent
		Reappointment
4	Mihoko Kitamura	Outside
		Independent
		Reappointment
5	Hiroyuki Sasa	Outside
		Independent
		New appointment
6	Asako Nagai	Outside
		Independent

Director	15 out of 15 meetings
Chairman of the Board of Directors	(100%)
Director	15 out of 15 meetings
(100%)
Director	15 out of 15 meetings
Chairman of the Nomination and Remuneration
(100%)
Committee
-	-

(Note) If Ms. Asako Nagai is elected as Director, she will assume the position of a member of the Nomination and Remuneration Committee, a

voluntary advisory body of the Board of Directors.

Reappointment	Candidate for reappointment	Candidate for outside director
Independent	Candidate for independent officer stipulated by the Tokyo Stock Exchange

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[Translation for Reference Purposes Only]

	Name	Positions and
No.	Assignments in
(Date of Birth)
	the Company

		Representative
		Director,
		President (In
1		charge of
	Internal
	Ryoji Kunisawa	Auditing Office
	and R&D
	(December 5,
	Center)
	1961)
	[Reappointment]

Biography and Status of Important

Concurrent Positions

April 1984	Joined Kyosan
October 2011	General
	Manager,
	Railway Signal
	Division, 4th
	Engineering
	Dept., Kyosan
April 2014	Executive
	Officer, Kyosan
April 2019	Managing
	Executive
	Officer, Kyosan
	General
	Manager,
	Railway Signal
	Division,
	Kyosan
June 2019	Director,
	Kyosan
December 2020	Representative
	Director and
	President,
	Kyosansystem
	Co., Ltd.
April 2022	Representative
	Director,
	President,
	Kyosan (current
	position)

Number of	Attendance
at
the
Board of
Company's
Directors
Shares Held
Meetings

139,300 15/15 meetings

shares (100%)

Reason for nomination as a candidate for Director

Having abundantly experienced operations primarily at Railway Signal Division, Mr. Ryoji Kunisawa had led the Division as General Manager of the Division, was appointed to Director of the Company in 2019, and has participated in the Group management.

He was appointed to Representative Director and President in April 2022. With his abundant experience and knowledge in business, he has led the Group management, including expanding operations globally. The Company believes that his experience and knowledge in these areas will contribute to the enhancement of the Company's corporate value, and therefore nominated him again as a candidate for Director.

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[Translation for Reference Purposes Only]

	Name	Positions and
No.	Assignments in
(Date of Birth)
	the Company

	Representative
	Director, Senior
	Managing
	Executive
	Officer
	(General
	Manager, Group
	Management
2	Headquarters;
	General
	Manager,
Toru Onodera	Corporate
(June 28, 1955)	Strategy Office;
[Reappointment]	in charge of IT
	System
	Management
	Dept.)

		Number of
Biography and Status of Important	the
Concurrent Positions	Company's
		Shares Held
May 1979	Joined Kyosan
October 2000	General Manager,
	Management
	Dept., Power
	Converter
	Division
	(currently Power
	Electronics
	Division), Kyosan
April 2007	Executive Officer,
	Kyosan
	General Manager,
	General Affairs
	Dept., Kyosan
April 2009	General Manager,
	Personnel Dept.,
	Kyosan	233,900
April 2012	Managing	shares
	Executive Officer,
	Kyosan
June 2012	Director, Kyosan
April 2015	Senior Managing
	Executive Officer,
	Kyosan (current
	position)
June 2018	Representative
	Director, Kyosan
	(current position)
April 2019	General Manager,
	Group
	Management
	Headquarters,
	Kyosan (current
	position)

Attendance

at

Board of

Directors

Meetings

15/15

meetings (100%)

Reason for nomination as a candidate for Director

Having experienced operations primarily at Power Converter Division (currently Power Electronics Division), General Affairs Dept. and Personnel Dept., Mr. Toru Onodera was appointed to Director of the Company in 2012 and to Representative Director in 2018. Thereafter, he has promoted globalization and led the Group management as General Manager of Group Management Headquarters and, since April 2022, as General Manager of Corporate Strategy Office. The Company believes that his abundant experience and knowledge in management will contribute to the enhancement of the Company's corporate value, and therefore nominated him again as a candidate for Director.

6

[Translation for Reference Purposes Only]

	Name	Positions and
No.	Assignments in
(Date of Birth)
	the Company

		Director,
3		Chairman of
Hiroshi	the Board of
	Sumitani	Directors

(January 19,

1950)

[Reappointment]

[Outside]

[Independent]

Biography and Status of Important

Concurrent Positions

April 1974	Joined Tokyo
	Buhin Kogyo Co.,
	Ltd. (currently
	TBK Co., Ltd.)
July 2001	General Manager,
	Finance Dept.,
	Tokyo Buhin
	Kogyo Co., Ltd.
June 2003	Director, General
	Manager,
	Corporate
	Planning Dept.,
	Tokyo Buhin
	Kogyo Co., Ltd.
June 2006	Senior Executive
	Officer, General
	Manager, Finance
	Dept., TBK Co.,
	Ltd.
June 2007	Representative
	Director and
	President, TBK
	Co., Ltd.
April 2014	Representative
	Director and
	Chairman, TBK
	Co., Ltd.
June 2015	Senior Advisor,
	TBK Co., Ltd.
June 2016	Advisor, TBK Co.,
	Ltd.
June 2019	Outside Director,
	Kyosan (current
	position)

Number of	Attendance
at
the
Board of
Company's
Directors
Shares Held
Meetings

15/15

0 shares meetings

(100%)

Reason for nomination as a candidate for Outside Director and expected role

Mr. Hiroshi Sumitani has abundant experience in corporate management and broad knowledge from an international perspective accumulated through his service at TBK Co., Ltd. The Company believes that he will improve transparency of the Board of Directors and strengthen its supervisory function by utilizing such experience and making proposals on the Company's overall management, and therefore nominated him again as a candidate for Outside Director. The term of his office will have been 5 years at the conclusion of this Ordinary General Meeting of Shareholders since he became Outside Director of Kyosan. The Company has designated him as an independent officer stipulated by the Tokyo Stock Exchange, and has notified the Exchange to that effect.

7

[Translation for Reference Purposes Only]

	Name	Positions and
No.	Assignments in
(Date of Birth)
	the Company

4Director

Mihoko

Kitamura

(June 3, 1971)

[Reappointment]

[Outside]

[Independent]

Biography and Status of Important

Concurrent Positions

October 1997	Passed the bar
	exam
April 2000	Registered as a
	lawyer (Daini
	Tokyo Bar
	Association)
	Joined
	MARITAX LAW
	OFFICE
March 2011	Admitted to
	practice as a
	lawyer in the
	State of New
	York
April 2012	Conciliation
	Commissioner,
	Tokyo Summary
	Court (current
	position)
June 2014	Bar Exam
	Committee
	Member
	(Administrative
	law)
March 2015	Lawyer,
	SAKAMOTO
	TESHIMA &
	KITAMURA Law
	and Accounting
	Office (current
	position)
June 2019	Outside Director,
	Kyosan (current
	position)

Number of	Attendance
at
the
Board of
Company's
Directors
Shares Held
Meetings

15/15

0 shares meetings

(100%)

Reason for nomination as a candidate for Outside Director and expected role

Ms. Mihoko Kitamura has highly technical knowledge and broad insight from an international perspective accumulated in her career as a lawyer. The Company believes that she will improve transparency of the Board of Directors and strengthen its supervisory function by utilizing such experience and making proposals on the Company's overall management, and therefore nominated her again as a candidate for Outside Director. The term of her office will have been 5 years at the conclusion of this Ordinary General Meeting of Shareholders since she became Outside Director of Kyosan. The Company has designated her as an independent officer stipulated by the Tokyo Stock Exchange, and has notified the Exchange to that effect.

8

[Translation for Reference Purposes Only]

No. Name (Date of Birth)

5

Hiroyuki Sasa (September 14, 1955) [Reappointment] [Outside] [Independent]

Positions and

Assignments in

the Company

Director, Chairman of the Nomination and Remuneration Committee

Biography and Status of Important

Concurrent Positions

April 1982	Joined Olympus
	Optical Co., Ltd.
	(currently
	Olympus
	Corporation)
April 2001	General Manager,
	Endoscope
	Business Planning
	Dept., Olympus
	Optical Co., Ltd.
April 2005	Division
	Manager, First
	Development
	Division,
	Olympus Medical
	Systems Corp.
June 2007	Corporate Officer,
	Olympus
	Corporation;
	Director,
	Olympus Medical
	Systems Corp.
April 2012	Representative
	Director,
	Olympus
	Corporation;
	President,
	Olympus
	Corporation
April 2019	Director,
	Olympus
	Corporation
June 2020	Outside Director,
	Kyosan (current
	position)
June 2022	Outside Director,
	Kanematsu
	Corporation
	(current position)
June 2023	Outside Director,
	Amada Co., Ltd
	(current position)

Number of	Attendance
at
the
Board of
Company's
Directors
Shares Held
Meetings

15/15

0 shares meetings

(100%)

Reason for nomination as a candidate for Outside Director and expected role

Mr. Hiroyuki Sasa has abundant experience in corporate management and technology and development, and broad knowledge from an international perspective accumulated through his service at Olympus Corporation. The Company believes that he will improve transparency of the Board of Directors and strengthen its supervisory function by utilizing such experience and making proposals on the Company's overall management, and therefore nominated him again as a candidate for Outside Director. The term of his office will have been 4 years at the conclusion of this Ordinary General Meeting of Shareholders since he became Outside Director of Kyosan. The Company has designated him as an independent officer stipulated by the Tokyo Stock Exchange, and has notified the Exchange to that effect.

9

[Translation for Reference Purposes Only]
					Number of	Attendance
		Positions and			at
	Name	Biography and Status of Important	the
No.	Assignments in	Board of
(Date of Birth)	Concurrent Positions	Company's
	the Company	Directors
				Shares Held
					Meetings
			May 2001	Joined Sony
				Corporation
				(currently Sony
				Group
				Corporation)
			May 2012	Section Head,
				CSR Dept., CSR
				Management
				Section, Sony
				Corporation
			April 2013	Senior Advisor,
				BSR (U.S.		-/-
6		-		Corporation)	0 shares	meetings
			July 2014	Representative		(-%)
	Asako Nagai			Director, BSR
	(March 4, 1969)			Japan (current
	[New appointment]			position);
	[Outside]			Director, BSR
	[Independent]			(U.S.
				Corporation)
			February 2020	Managing
				Director, BSR
				(U.S.
				Corporation)
				(current position)

Reason for nomination as a candidate for Outside Director and expected role

Ms. Asako Nagai has experience in global corporate management and has been engaged in over twenty years of scientific research on sustainability and ESG. Additionally, she is well versed in business practices and possesses consulting experience. The Company believes that Ms. Nagai will improve the transparency of the Board of Directors and strengthen its supervisory function by utilizing her experience and making proposals on fields of sustainability and human rights, which the Company is committed to starting to work on. Therefore, the Company has nominated her as a new candidate for Outside Director. If she is elected, the Company intends to designate her as an independent officer stipulated by the Tokyo Stock Exchange and notify the Exchange to that effect.

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