Sansha Electric Manufacturing : Notice of the 90th Annual Meeting of Shareholders (300KB)

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translation

Securities Code: 6882

June 4, 2024

To Our Shareholders:

3-1-56 Nishiawaji, Higashiyodogawa-ku, Osaka

Sansha Electric Manufacturing Co., Ltd.

President

Hajimu Yoshimura

Notice of the 90th Annual Meeting of Shareholders

We would like to thank you for your continued support.

You are hereby notified that the 90th Annual Meeting of Shareholders of the Company will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures to provide the information contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters to be provided electronically) electronically and posted them on the Company's website on the Internet, so please access the Company's website below and check the contents.

URL for Sansha Electric Manufacturing Co., Ltd Website: https://www.sansha.co.jp/ir/meeting.html

The information subject to electronic provision is published not only via the Company's Website mentioned above, but also via the Website of Tokyo Stock Exchange, Japan Exchange Group (JPX). Therefore, if necessary, please access the JPX's website (https://www.jpx.co.jp/english/), and search for the information concerning Sansha Electric Manufacturing Co., Ltd by inputting the Company's securities code 6882 into the window of the search engine titled "Listed Company Search," then click "Basic information," "Documents for public inspection/PR information," and "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting."

URL for information about Sansha Electric Manufacturing Co., Ltd on the JPX's Website: https://www2.jpx.co.jp/tseHpFront/StockSearch.do?callJorEFlg=1&method=&topSearchStr=6882

If you do not attend the meeting, please exercise your voting rights in advance via the Internet or in writing. Please review the "Reference Document for the Annual Meeting of Shareholders" and exercise your voting rights no later than 5:10 p.m., on June 24 (Monday), 2024.

Sincerely yours,

		Details
1.	Date and Time:	Tuesday, June 25, 2024 at 10:00 a.m. (sign-in starts at 9:00 a.m.)
2.	Place:	5-14-10 Nishinakajima Yodogawa-ku, Osaka
		New Osaka Hotel, 3th Floor, room "Yodo"

3. Agenda:

Matters to be reported: 1. The business report, the consolidated financial statements and the

results of consolidated financial statement audits by the Accounting Auditor and the Board of Corporate Auditors for the 90th business period (April 1, 2023 to March 31, 2024)

2. The non-consolidated financial statements for the 90th business period (April 1, 2023 to March 31, 2024)

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Matters to be resolved:

Proposal 1: Partial Amendment to the Articles of Incorporation

Proposal 2: Election of Seven (7) Directors

Proposal 3 Election of Three (3) Audit & Supervisory Board Members

Proposal 4 Election of One (1) Substitute Audit & Supervisory Board Member

4 Other Matters to be Determined by the Board of Directors at the Convocation

1. If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of any of the proposals on the Voting Rights Exercise Form, we will assume that you have voted in favor of the proposals.
2. If you exercise your voting rights twice, once via the Internet and once in writing (by mail), we will treat the Internet vote as the valid exercise of your voting rights. If you exercise your voting rights more than once via the Internet, we will treat the last vote as the valid exercise of your voting rights.
3. If you wish to exercise your voting rights by proxy, one other shareholder with voting rights may attend the meeting as your proxy. Please note, however, that a document evidencing the proxy's power of representation must be submitted.

• Shareholders who have made a request for delivery of the document will also receive a document stating the matters to be provided electronically, but such document will exclude the following matters in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company.
• 1. "Structure and Policy of Company" in the Business Report
  2. "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
  3. "Statement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements

Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements included in this document are a part of the subject documents on which the accounting auditor has prepared the accounting audit report and the statutory auditor has prepared the audit report.

• In the event of any modification to the electronic provision measures, a notice will be posted on the aforementioned Company's Website (https://www.sansha.co.jp/) and on the JPX's Website (https://www2.jpx.co.jp), both before and after the modification.

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Reference Document for the Annual Meeting of Shareholders

Proposal 1: Partial Amendment to the Articles of Incorporation

1. Reason for the proposal
   In preparation for a shortage in the number of Audit & Supervisory Board Members stipulated in laws and ordinances, the Company will establish a new provision regarding Substitute Audit & Supervisory Board Members, stipulate the effective period of the resolution to elect a Substitute Audit & Supervisory Board Member, and clarify the term of office of a Substitute Audit & Supervisory Board Member when he/she assumes office as an Audit & Supervisory Board Member.
2. Proposed revision
   The proposed revision are as follows.

		(The part underlined denotes the revision.)
The existing Articles of Incorporation		Proposed revision
Election	Election
Article 27 (omission of the text)	Article 27	(as it is now)
(ii) (omission of the text)	(ii) (as it is now)
(New stipulation)	(ⅲ) Pursuant to Article 329, Paragraph 3 of the
		Companies Act, the Company may elect a
		Substitute Audit & Supervisory Board
		Member at a general meeting of shareholders
		in preparation for a shortage in the number of
		Audit & Supervisory Board Members
(New stipulation)		stipulated by law or these Articles of
		Incorporation.
	(ⅳ) The period during which the resolution for the
		election of a Substitute Audit & Supervisory
		Board Member set forth in the preceding
		paragraph shall remain in effect shall be until
		the beginning of the Ordinary General
		Meeting of Shareholders relating to the last
		fiscal year ending within four (4) years after
		such resolution is adopted.
term of office	term of office
Article 28 (omission of the text)	Article 28	(as it is now)
(ii) The term of office of an Audit &	(ii) The term of office of an Audit &
Supervisory Board Member elected to fill a		Supervisory Board Member elected to fill a
vacancy left by an Audit & Supervisory		vacancy left by an Audit & Supervisory
Board Member who retires before the		Board Member who retires before the
expiration of his/her term of office shall		expiration of his/her term of office shall
expire when the term of office of the		expire when the term of office of the
retiring Audit & Supervisory Board		retiring Audit & Supervisory Board
Member expires.		Member expires. However, in the event that
		a Substitute Audit & Supervisory Board
		Member elected pursuant to Paragraph 3 of
		the preceding Article assumes office as an
		Audit & Supervisory Board Member,
		his/her term of office shall not exceed the
		conclusion of the ordinary general meeting
		of shareholders relating to the last fiscal
		year ending within 4 years after his/her
		election as a Substitute Audit &
		Supervisory Board Member.

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Proposal 2: Election of Seven (7) Directors

The term of office of all six (6) Directors will expire at the conclusion of the Annual Meeting of Shareholders. The Company requests the election of Seven (7) Directors.

The candidates for Directors are determined at board meetings after receiving the report from the Nomination and Compensation Committee based on the criteria for appointment of Directors. Also, candidates for Outside Directors satisfy the "criteria for appointment of Outside Officers and for judgment of independence."

The candidates for Directors are as follows.

Candidate	Name				Position and responsibility at the Company	Attendance at
No.	(gender)				board meetings
	Hajimu Yoshimura						Representative Director, President
1						Chairman of Board of Directors	100%
		Reappointment
(male)				Member of the Nominating and Compensation Advisory	(14/14 meetings)
							Committee
	Masaki Fujiwara						Director and Executive Vice President
2						General Manager of Corporate Strategy	100%
		Reappointment
(male)				Member of the Nominating and Compensation Advisory	(14/14 meetings)
							Committee
							Director and Senior Managing Operating Officer
	Hiroshi Zumoto						Chief Operating Officer of Power Supply System	100%
3			Reappointment		Manufacturing business
(male)				(14/14 meetings)
						Executive General Manager, Power Supply System
							Manufacturing Division
	Hajime Katsushima				Director and Managing Operating Officer	100%
4	Reappointment			Chief Operating Officer of Semiconductor business
(male)			(14/14 meetings)
				Executive General Manager, Technology
	Akira Uno			Reappointment		Outside Director
						86%
5			Independent		Chairman of the Nominating and Compensation Advisory
(male)				(12/14 meetings)
						Committee
				Outside Director
	Koichi Ina		Reappointment		Outside Director
					100%
6		Independent		Member of the Nominating and Compensation Advisory
(male)			(14/14 meetings)
					Committee
				Outside Director
				New appointment
7	Eriko Nashioka				Outside Audit & Supervisory Board Members	100%
	Independent
	(female)						(14/14 meetings)
		Outside Director

Notes: 1. There is no special conflict of interest between any of the candidates for Director and the Company.

2. Eriko Nashioka is currently an Outside Audit & Supervisory Board Members of the Company, and her term of office will expire at the conclusion of this General Meeting of Shareholders. She will have been in office as an Audit & Supervisory Board Members for four (4) years at the conclusion of this General Meeting of Shareholders.

3. The Company entered into the Directors liability insurance contract prescribed in Article 430-3, Paragraph 1 of the Companies Act, in which all the Directors are the insured. If this proposal is approved as proposed and each candidate assumes the post of Director, each candidate will become the insured of the said contract. The said contract is to cover the insured Directors, etc. against damages that could arise from taking responsibilities regarding the performance of their duties or being asked for compensation regarding the pursuit of the said responsibilities. However, there are certain exemptions; for example, damages arising from an act that the insured conducts knowing it is in violation of laws and regulations are not covered. Premiums is borne by the Company. If the candidate assumes office as a director, he/she will be insured under such insurance policy and the policy will be renewed with the same terms during his/her term of office.

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Candidate		Name	Brief profile, position and responsibility at the Company	Number of the
	(Date of birth	Company's
No.			(Significant concurrent positions)
	& gender)		shares owned
				Apr. 1976	Joined Matsushita Electric Works, Ltd. (currently Panasonic
					Holdings Corporation)
				Jan. 2001	Vice President, U.S. Research Lab, Matsushita Electric Works,
					Ltd.
				Apr. 2007	Operating Officer and General Manager of Lighting Device
					Development Division, Matsushita Electric Works, Ltd.
				June 2007	President, SUNX Co., Ltd. (currently Panasonic Industrial
		Reappointment
					Devices SUNX Co., Ltd.)
	Hajimu Yoshimura
	June 2012	President, Panasonic Ecology Systems Co., Ltd.	27,200 shares
	(January 10, 1954;	Aug. 2014	Advisor, the Company
		70 years of age,
		Jan. 2015	Vice President and Operating Officer in charge of overall
		male)
					management, the Company
1				June 2015	Director, Vice President and Operating Officer, Planning
				Division, the Company
				June 2017	Representative Director, Vice President and Operating Officer,
					the Company
				Apr. 2018	Representative Director, President, the Company (incumbent)

[Reason for nomination as a candidate for Director ]

Hajimu Yoshimura has abundant experience and extensive knowledge he has gained as a management executive in the major Japanese electronics manufacturer. In addition, he has served as Vice President of an overseas affiliate of the Group and thus has broad-based knowledge of global corporate management. Furthermore, after he assumed the presidency of the Company , he adopted the vision, "Global Power Solution Partner," and has promoted a growth strategy and managerial reform to improve the corporate value. As we believe it appropriate to manage the Group under his leadership to ensure sustainable growth and further development of the Company, we nominate him as a candidate for Director.

Attendance at board meetings: 14/14 meetings

Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 9 years

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Candidate		Name		Brief profile, position and responsibility at the Company	Number of the
	(Date of birth		Company's
No.				(Significant concurrent positions)
	& gender)			shares owned
				Apr.	1977	Joined Matsushita Electric Industrial Co., Ltd. (currently
						Panasonic Holdings Corporation)
				Jan.	2000	Director, Administration, Malaysia Matsushita Television Co.,
						Ltd.
				Nov.	2004	Director, Technology and Accounting Center, Matsushita
						Electric Industrial Co., Ltd.
				Dec.	2006	Director, Accounting Center, Panasonic AVC Networks,
		Reappointment				Matsushita Electric Industrial Co., Ltd.
				May	2010	President, Panasonic Insurance Service Co., Ltd.
	Masaki Fujiwara	17,700 shares
	Mar.	2014	Advisor, the Company
	(December 23, 1953;
	June	2014	Director, Senior Managing Operating Officer, the Company
		70 years of age,
		male)			General Manager of Administration, the Company
				Mar.	2018	Outside Audit & Supervisory Board Member, KUBOTA
2						Corporation
			Apr.	2018	Director, Senior Managing Operating Officer, the Company
						General Manager of Corporate Strategy, the Company
				Apr.	2023	Director, Executive Vice President, the Company (incumbent)
						General Manager of Corporate Strategy, the Company
						(incumbent)

[Reason for nomination as a candidate for Director]

Masaki Fujiwara has abundant corporate management experience and extensive knowledge of administration he has gained as a management executive in the major Japanese electronics manufacturer. In addition, he has served as Director of an overseas affiliate of the Group and thus is equipped with global perspectives. Since assuming office as Director of the Company in June 2014, he has overseen the administrative and corporate strategy divisions of the Company and has served as Director, Executive Vice President since April 2023. As we believe he is capable of fully leveraging his abundant experience in the Group's future business development, we nominate him as a candidate for a Director.

Attendance at board meetings: 14/14 meetings

Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 10 years

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Candidate	Name	Brief profile, position and responsibility at the Company	Number of the
(Date of birth	Company's
No.		(Significant concurrent positions)
& gender)		shares owned
		Apr. 1982	Joined the Company
		May 2005	General Manager, Manufacturing Engineering Department ,
			the Company
		Sep. 2011	Manager, Okayama Plant, the Company
		Apr. 2012	Operating Officer, the Company
			Executive General Manager, Semiconductor Manufacturing
			Division, the Company
			General Manager, Okayama Plant, the Company
		Apr. 2018	Managing Operating Officer, the Company
			Executive General Manager, Semiconductor Manufacturing
			Division, the Company
		Apr. 2020	Managing Operating Officer, the Company
	Reappointment
		Chief Operating Officer of Semiconductor business, the
	Hiroshi Zumoto		Company	9,500 shares
		Executive General Manager, Semiconductor Manufacturing
	(April 18, 1959;
		Division, the Company
	65 years of age,
	June. 2021	Director, Managing Operating Officer, the Company
	male)
			Chief Operating Officer of Semiconductor business, the
			Company
			Executive General Manager, Semiconductor Manufacturing
3			Division, the Company
		Apr. 2023	Director, Senior Managing Operating Officer, the Company
			(incumbent)
			Chief Operating Officer of Power Supply System
			Manufacturing business, the Company (incumbent)
			Executive General Manager, Power Supply System
			Manufacturing Division, the Company(incumbent)

(Significant concurrent positions)

Chairman, SANREX LIMITED(HONG KONG)

Chairman, SANSHA ELECTRIC MFG. (GUANGDONG) CO., LTD. (CHINA)

[Reason for nomination as a candidate for Director]

Since joining the Company, Hiroshi Zumoto has been involved in improving productivity and strengthening the production system as a person in charge of production technology. After holding key positions in the semiconductor business from April 2012, he assumed the position of Director of the Company in June 2021. Since then, he has played an appropriate role in overseeing the semiconductor business with his high level of competence and expertise in the field, as well as supervising the Company's management. Since April 2023, he has been responsible for overseeing the Power Supply System Manufacturing business, and we have determined that he can fully demonstrate his wealth of experience in the future development of our business, and therefore we continue to nominate him as a candidate for Director.

Attendance at board meetings: 14/14 meetings

Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 3 years

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Candidate		Name	Brief profile, position and responsibility at the Company	Number of the
	(Date of birth	Company's
No.			(Significant concurrent positions)
	& gender)		shares owned
				Apr. 1981	Joined the Company
				Apr. 2009	General Manager, Research Department , the Company
				Apr. 2011	Operating Officer, the Company
					Executive General Manager, Engineering and Development
					Division, the Company
				Nov. 2016	Representative Director, President, Sansha Electric Eastern
					CO., LTD(currently Suwa Sansha Electric Co., Ltd)
				Apr. 2021	Managing Operating Officer, the Company
					Assistant Chief Operating Officer of Power Supply System
					Manufacturing business, the Company
					Executive General Manager, Power Supply System
					Manufacturing Division, the Company
		Reappointment
			Apr. 2022	Managing Operating Officer, the Company
	Hajime Katsushima		Chief Operating Officer of Power Supply System
		Manufacturing business, the Company	13,000 shares
	(January 29, 1959;
		Executive General Manager, Power Supply System
		65 years of age,		Manufacturing Division, the Company
		male)	June 2022	Director, Managing Operating Officer, the Company
					Chief Operating Officer of Power Supply System
4					Manufacturing business, the Company
				Executive General Manager, Power Supply System
					Manufacturing Division, the Company
				Apr. 2023	Director, Managing Operating Officer, the Company
					(incumbent)
					Chief Operating Officer of Semiconductor business, the
					Company (incumbent)
					Executive General Manager, Technology, the
					Company(incumbent)

(Significant concurrent positions)

Chairman, SANSHA ELECTRIC MFG. (SHANGHAI ) CO., LTD. (CHINA)

[Reason for nomination as a candidate for Director]

Since joining the Company, Hajime Katsushima has been involved in product development in the new energy field as a person in charge of R&D. Since November 2016, he has been involved in the management of Group companies as the Representative Director and President. After serving as General Manager of the Power Supply System Manufacturing bussiness, he was appointed Head of Semiconductor Business and General Manager of the Technology Division in April 2023. We have determined that it is necessary to utilize his wealth of experience and expertise in order to implement our growth strategy and to continuously improve the corporate value of our group in the future, and have therefore nominated him as a candidate for Director.

Attendance at board meetings: 14/14 meetings

Number of years in office of Director (at the conclusion of the Annual Meeting of Shareholders): 2 years

- 8 -

Candidate		Name	Brief profile, position and responsibility at the Company	Number of the
	(Date of birth	Company's
No.			(Significant concurrent positions)
	& gender)		shares owned
				Apr. 1966	Joined The Sumitomo Bank, Limited (currently Sumitomo
					Mitsui Banking Corporation)
				June 1993	Director and Manager of Ningyocho Branch, The Sumitomo
					Bank, Limited
				Feb. 1996	Representative Executive Director, Sumitomo Credit Service
					Co., Ltd.
				June 2000	Representative Director and Vice President, Sumitomo Credit
					Service Co., Ltd.
		Reappointment		Apr. 2001	Representative Director and Vice President, Sumitomo Mitsui
					Card Company, Limited due to merger
		Independent		June 2003	Chairman and Operating Officer, SMBC Consulting Co., Ltd.
			Feb. 2006	Operating Officer, Japan Post Holdings Co., Ltd.
		Outside Director		12,000 shares
				Oct. 2007	Managing Officer, Japan Post Bank Co., Ltd.
		Akira Uno
		June 2009	Outside Director, HASHIMOTO SOGYO Ltd. (currently
	(August 15, 1942;
		HASHIMOTO SOGYO HOLDINGS Ltd.) (incumbent)
		81 years of age,	Aug. 2009	Special Advisor, the Company
		male)
		June 2014	Outside Director, the Company (incumbent)
				(Significant concurrent positions)
				Outside Director, HASHIMOTO SOGYO HOLDINGS Ltd
				Fellow ,School of Business at Graduate School of Economics, Kyoto
				University (Doctor of Economics)
				Senior Executive Fellow, DMG MORI Co., LTD.
5				Special Assistant to the President, Kyoto University
	[Reason for appointment as a candidate for Outside Director]
	Akira Uno is the candidate for Outside Director. He has abundant experience and knowledge he has gained as a
	management executive of many companies. He provides recommendations and advice on the Group's growth strategy
	and managerial reform at its board meetings as Outside Director and the Chairman of the Nomination and Compensation
	Committee, and performs a decision-making function and supervisory function. As we believe he is qualified to
	supervise the management of the Company, we nominate him as a candidate for Outside Director.
	[Special conflict of interest, etc. between the Company and entities at which the candidate holds concurrent positions]
	There is no special relationship between the Company and HASHIMOTO SOGYO HOLDINGS Ltd., Kyoto University,
	and DMG MORI Co., LTD. at which Akira Uno holds concurrent positions.
	[Liability limitation agreement]
	In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into an
	agreement limiting liability for damages under Article 423, Paragraph 1 of the Companies Act with Akira Uno. The limit
	of liability for damages under the agreement is the amount specified in Article 425, Paragraph 1 of the Companies Act.
	The Company will continue said agreement if his reappointment is approved.
	[Notification as Independent Officer]
	Akira Uno had performed duties at Sumitomo Mitsui Banking Corporation (the Sumitomo Bank, Limited at the time he
	joined the bank), which is one of the correspondent banks of the Company, as well as affiliated companies of the bank,
	until February 2006. However, his transactions with the bank are based on general agreements, and it has been 18 years
	since he retired from the bank. Accordingly, the Company has determined that he has no potential conflict of interest
	with general shareholders and notified him as an Independent Officer to the Tokyo Stock Exchange. The Company will
	continue to appoint him as an Independent Officer if his reappointment is approved.
	Attendance at board meetings: 12/14 meetings
	Number of years in office of Outside Director (at the conclusion of the Annual Meeting of Shareholders): 10 years

- 9 -

Candidate	Name			Brief profile, position and responsibility at the Company	Number of the
(Date of birth			Company's shares
No.			(Significant concurrent positions)
& gender)			owned
		Apr.	1973	Joined Toyota Motor Co., Ltd. (currently Toyota Motor
				Corporation)
		June	2002	Director, Toyota Motor Co., Ltd.
	Reappointment	June	2007	Senior Managing Director, Toyota Motor Co., Ltd.
		June 2009	Advisor, Toyota Motor Co., Ltd.
	Independent
			Director and Vice President, DAIHATSU MOTOR CO., LTD.
	Outside Director	June 2010	President, DAIHATSU MOTOR CO., LTD.	30,100 shares
	Koichi Ina	June 2013	Chairman, DAIHATSU MOTOR CO., LTD.
	June 2015	Outside Director, KUBOTA Corporation
	(May 6, 1948;
	76 years of age,	June 2016	Senior Adviser, DAIHATSU MOTOR CO., LTD.
	male)	June 2019	Outside Director, the Company (incumbent)

(Significant concurrent positions)

Chairman, Central Japan Industries Association

[Reason for appointment as a candidate for Outside Director]

Koichi Ina is the candidate for Outside Director. In the past, he served as President and Representative Director of

DAIHATSU MOTOR CO., LTD.

In April 2023, at that company, the Company discovered that there had been misconduct in the application for certification of side impact tests for vehicles developed by the company for overseas markets.

6 Through this experience, he has deep insight and knowledge regarding risk management, strengthening compliance, and improving governance, and we expect him to provide advice to the Company. He has abundant experience and broad knowledge he has gained as an engineer. He provides recommendations and advice on the Group's growth strategy and managerial reform at its board meetings as Outside Director and Member of the Nomination and Compensation Committee, and performs the decision-making function and supervisory function. As we believe he is qualified to supervise the management of the Company, we nominate him as a candidate for Outside Director.

[Special conflict of interest, etc. between the Company and entities at which the candidate holds concurrent positions]

There is no special relationship between the Company and Central Japan Industries Association at which Koichi Ina has concurrent positions.

[Liability limitation agreement]

In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement limiting liability for damages under Article 423, Paragraph 1 of the Companies Act with Koichi Ina. The limit of liability for damages under the agreement is the amount specified in Article 425, Paragraph 1 of the Companies Act. The Company will continue said agreement if his reelection is approved.

[Notification as Independent Officer]

The Company has notified Koichi Ina as an Independent Executive Officer to the Tokyo Stock Exchange. The Company will continue to appoint him as an Independent Officer if his reappointment is approved.

Attendance at board meetings: 14/14 meetings

Number of years in office of Outside Director (at the conclusion of the Annual Meeting of Shareholders): 5 years

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