Shibaura Mechatronics : Notice of the 115th Annual General Meeting of Shareholders

Note: This document has been translated from a part of 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 damages arising from the translation.

Stock Exchange Code 6590

June 4, 2024

To Shareholders with Voting Rights:

Keigo Imamura

Representative Director,

President and Chief Executive Officer

SHIBAURA MECHATRONICS CORPORATION

2-5-1, Kasama, Sakae-ku,Yokohama-shi, Kanagawa, Japan

NOTICE OF

THE 115th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

The 115th Annual General Meeting of Shareholders of SHIBAURA MECHATRONICS CORPORATION (the "Company") will be held for the purposes as described below.

If you do not attend the meeting in person, you can exercise your voting rights in writing or via the Internet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than 5:15 p.m. on Tuesday, June 18, 2024, Japan time.

1. Date and Time: Wednesday, June 19, 2024 at 10:00 a.m. Japan time

2. Place:	Banquet hall "Seiryu" on the 4th floor of Yokohama Bay Sheraton Hotel &
	Towers located at
	1-3-23 Kitasaiwai, Nishi-ku, Yokohama, Kanagawa, Japan
	(Note that the venue has changed from the previous meeting. Please ensure that you arrive at
	the correct venue.)

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

115th Fiscal Year (April 1, 2023-March 31, 2024) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 115th Fiscal Year (April 1, 2023-March 31, 2024)

Proposals to be resolved:

Proposal 1: Election of 5 Directors

Proposal 2: Election of 1 Corporate Auditor

Proposal 3: Payment of Bonuses to Officers

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4. Matters Related to Measures for Electronic Provision

The Company has taken measures for electronic provision in convening this General Meeting of Shareholders and posted matters subject to measures for electronic provision on the following website on the Internet.

https://www.shibaura.co.jp/ir/general.html(available in Japanese)

In addition to the website above, the Company has also posted the matters subject to measures for electronic provision on the website of the Tokyo Stock Exchange, Inc. (TSE). To confirm the information, please visit the TSE website (TSE Listed Company Search) below and enter and search for the company name (SHIBAURA MECHATRONICS) or the security code (6590) and select "Basic information" and "Documents for public inspection/PR information" in that order.

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �� ◎ Should the matters subject to measures for electronic provision require any revisions, the revised

matters will be posted on each of the websites on which they are posted.

◎ Please note that details of the resolutions of this General Meeting of Shareholders will be posted on the Company's website after the meeting is concluded.

◎ The documents sent to you also serve as documents containing the matters subject to measures for electronic provision to be sent upon request from shareholders. Please note that, while the Company has taken measures for electronic provision following the amendments to the Companies Act, we decided to provide shareholders with the paper copy of the materials for the General Meeting of Shareholders for this General Meeting of Shareholders as we did in the past, including the Reference Documents for the General Meeting of Shareholders, in addition to the Voting Rights Exercise Form. There is a possibility that the Company decides to discontinue providing shareholders with the paper copy of the materials for the General Meeting of Shareholders at the next General Meeting of Shareholders in accordance with the purpose of the system for measures for electronic provision. However, shareholders may continue to receive the hard copy pursuant to the provisions of laws and regulations and the Articles of Incorporation of the Company by requesting it by the record date (March 31, 2025).

◎ We kindly ask for your understanding that we do not:

1) arrange waiting rooms for shareholders and provide beverages

2) hold social gathering with shareholders after the meeting

3) distribute souvenirs to our shareholders

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Election of 5 Directors

The terms of office of all 6 Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of 5 Directors.

The candidates for Director are as follows:

No.		Name	Expertise	Current positions and responsibilities at
	the Company
			[Corporate	Representative Director,
1	Keigo Imamura	[Reappointment]	management]
President and Chief Executive Officer
			[Technology]
	Yoshiaki		[Corporate	Director and Senior Vice President,
2	[Reappointment]	management]	Executive General Manager of Fine
Kurokawa
		[Technology]	Mechatronics Division
	Kazutoshi		[Corporate	Director and Senior Vice President,
3	[Reappointment]	management]	Executive General Manager of
Horiuchi
		[Marketing & Sales]	Mechatronics System Division
		[Reappointment]
4	Tomoko Inaba	[Outside]	[Law]	Director
		[Independent]
		[Reappointment]	[Corporate
5	Yuichiro Takada	[Outside]	Director
management]
		[Independent]

(Note) The definitions of the descriptions of expertise are as follows:

[Corporate management]: A person who has ever assumed office as an executive director or a vice president in the Company or any other company and is deemed to have knowledge and experience of corporate management

[Technology]:	A person who has ever belonged to a technical affairs division in the Company and is deemed
	to have knowledge and experience of technology related to the business of the Company
[Marketing & Sales]:	A person who has ever belonged to marketing & sales divisions in the Company and is deemed
	to have knowledge and experience of sales and marketing related to the business of the
	Company
[Law]:	A person who is a qualified attorney and deemed to have knowledge and experience of
	law/compliance

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	Name			Number of
No.	Past experience, positions, responsibilities, and significant concurrent positions	shares of the
(Date of birth)	Company held
				(hundred shares)
		April 1985	Joined Toshiba Corporation
		August 1996	Joined the Company
		April 2009	General Manager of Bonder Department, SAGAMINO
			Operations
		April 2011	Deputy Executive General Manager of Production &
			Procurement Division and General Manager in charge of
			Mechatronics System Equipment
	Keigo Imamura	June 2014	Director, Executive General Manager of Production &
		Procurement Division
	(September 30, 1962)
	January 2015	Director, Executive General Manager of Production &	144
			Procurement Division and General Manager in charge of Fine
	[Reappointment]		Mechatronics Equipment, Fine Mechatronics Division
1	June 2017	Senior Vice President, Deputy Executive General Manager of
		Fine Mechatronics Division
		June 2019	Director and Senior Vice President, Executive General Manager
			of Fine Mechatronics Division
		June 2020	Director and Executive Vice President, Executive General
			Manager of Fine Mechatronics Division
		June 2021	Representative Director, President and Chief Executive Officer
			To present

[Reason for nomination]

The term of office of Mr. Keigo Imamura as Company's Director will be five years at the conclusion of this General Meeting of Shareholders, of which three years serving as Representative Director of the Company. He served as Representative Director, President and Chief Executive Officer of the Company and the Group, and took charge of the management and supervised it properly. The Company nominates him as a candidate for Director, because it believes that he is qualified to continue serving as Director.

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	Name			Number of
No.	Past experience, positions, responsibilities, and significant concurrent positions	shares of the
(Date of birth)	Company held
				(hundred shares)
		April 1988	Joined the Company
		April 2010	Manager of Technology Group 2, Fine Mechatronics Division
		July 2015	Deputy General Manager in charge of Fine Mechatronics
	Yoshiaki Kurokawa		Equipment, Fine Mechatronics Division
	April 2017	General Manager in charge of Semiconductor Manufacturing
	(February 13, 1966)		Equipment, Fine Mechatronics Division	52
		May 2018	Deputy Executive General Manager of Fine Mechatronics
	[Reappointment]		Division
	June 2019	Vice President, Deputy Executive General Manager of Fine
2			Mechatronics Division
		June 2021	Director and Senior Vice President, Executive General
			Manager of Fine Mechatronics Division
			To present
	[Reason for nomination]
	The term of office of Mr. Yoshiaki Kurokawa as the Company's Director will be three years at the conclusion of this General
	Meeting of Shareholders. Mr. Yoshiaki Kurokawa has management experience as the Company's Director. Currently, he is
	serving as the operating officer for business operations in the position of Executive General Manager of Fine Mechatronics
	Division, and conducting business execution and management oversight appropriately. The Company nominated him as a
	candidate for Director because it believes that he is qualified to continue serving as Director.
	Name			Number of
No.	Past experience, positions, responsibilities, and significant concurrent positions	shares of the
(Date of birth)	Company held
				(hundred shares)
		April 1993	Joined the Company
		April 2010	Chief Specialist of Marketing & Sales Department 1 of Fine
			Mechatronics Division
	Kazutoshi Horiuchi	April 2013	Senior Manager of Marketing & Sales Department 1 of Fine
		Mechatronics Division
	(April 8, 1969)
	April 2015	Deputy Executive General Manager of Fine Mechatronics	41
			Division
	[Reappointment]	June 2019	Vice President, Deputy Executive General Manager of Fine
3		Mechatronics Division
	June 2022	Director and Senior Vice President, Executive General Manager
			of Mechatronics System Division
			To present
	[Reason for nomination]
	The term of office of Mr. Kazutoshi Horiuchi as the Company's Director will be two years at the conclusion of this General
	Meeting of Shareholders. Mr. Kazutoshi Horiuchi has management experience as the Company's Director. Currently, he is
	serving as the operating officer for business operations in the position of Executive General Manager of Mechatronics System
	Division, and conducting business execution and management oversight appropriately. The Company nominated him as a
	candidate for Director because it believes that he is qualified to continue serving as Director.

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	Name			Number of
No.	Past experience, positions, responsibilities, and significant concurrent positions	shares of the
(Date of birth)	Company held
				(hundred shares)
		April 1996	Registered as an attorney (Daini Tokyo Bar Association)
	Tomoko Inaba		Joined Hikari Sogoh Law Offices
	January 2002	Joined Tanso & Yamamoto (currently InfoTech Law Offices)
	(July 22, 1966)
	June 2013	Established SHOU LAW OFFICE
		-
	[Reappointment]	October 2013	Registered as a patent attorney
	June 2015	Outside Director, the Company
	[Outside]
		To present
	[Independent]
	August 2017	Joined TATSUMURA LAW OFFICE
			To present
4	[Reason for nomination	and outline of expected roles]
The term of office of Ms. Tomoko Inaba as the Company's Outside Director will be nine years at the conclusion of this
	General Meeting of Shareholders. Although Ms. Tomoko Inaba has no experience in being directly involved in corporate
	management, she leverages her experience and knowledge as an attorney to conduct management oversight and important
	decision-making. The Company nominated her as a candidate for Outside Director because it believes that she is qualified
	to continue serving as Outside Director.
	The Company expects that Ms. Tomoko Inaba will give effective advice on the general management in the position of
	Independent Outside Director and contribute to enhancing the corporate governance further not only in the meetings of the
	Board of Directors but also through her various activities including those in the Personnel and Remuneration Advisory
	Committee, which acts as an independent voluntary advisory body concerning nomination and remuneration-related matters
	of Directors and Vice Presidents.
				Number of
No.	Name	Past experience, positions, responsibilities, and significant concurrent positions	shares of the
(Date of birth)	Company held
				(hundred shares)
		April 1978	Joined Mitsui Bank, Ltd. (currently Sumitomo Mitsui Banking
			Corporation)
		April 2008	Managing Executive Officer, Sumitomo Mitsui Banking
			Corporation
	Yuichiro Takada	October 2009	Director and Vice President, Nikko Cordial Corporation
		(currently SMBC Nikko Securities Inc.)
	(August 8, 1954)	April 2012	Chairman and Representative Director, Sakura Information
			Systems Co., Ltd.
	[Reappointment]	June 2016	Outside Auditor, TAKAOKA TOKO CO., LTD.	-
	June 2018	Outside Director, the Company
	[Outside]		To present
	[Independent]	June 2020	Outside Director (Audit and Supervisory Committee Member),
			TAKAOKA TOKO CO., LTD.
5			To present
	[Significant concurrent positions]
		Outside Director (Audit and Supervisory Committee Member), TAKAOKA TOKO
		CO., LTD.
	[Reason for nomination	and outline of expected roles]
	The term of office of Mr. Yuichiro Takada as the Company's Outside Director will be six years at the conclusion of this
	General Meeting of Shareholders. Having assumed important positions such as representative director at other companies,
	he has ample management experience, and leverages his experience and knowledge gained in his career to conduct
	management oversight and important decision-making. The Company nominated him as a candidate for Outside Director
	because it believes that he is qualified to continue serving as Outside Director.
	The Company expects that Mr. Yuichiro Takada will give effective advice on the general management in the position of
	Independent Outside Director and contribute to enhancing the corporate governance further not only in the meetings of the
	Board of Directors but also through his various activities including those in the Personnel and Remuneration Advisory
	Committee, which acts as an independent voluntary advisory body concerning nomination and remuneration-related matters
	of Directors and Vice Presidents.

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(Notes)

1. There are no special interests between the candidates and the Company.
2. The number of shares of the Company held by each candidate includes shares held through Shibaura Mechatronics Officers' Shareholding Association.
3. Ms. Tomoko Inaba and Mr. Yuichiro Takada are candidates for Outside Director.
4. Ms. Tomoko Inaba and Mr. Yuichiro Takada are Independent Directors prescribed by the provisions of the Tokyo Stock Exchange. If they assume office as Outside Directors, they will continue their role as Independent Directors.
5. With the expectation that Outside Directors can fully fulfill their roles, the Company has entered into an agreement with current Outside Directors, namely Ms. Tomoko Inaba and Mr. Yuichiro Takada, to limit their liability for payment of damages to the Company to the amount stipulated by laws and regulations. If they assume office as Outside Directors, the Company plans to continue the said liability limitation agreement with them.
6. The Company has entered into a directors and officers liability insurance agreement with an insurance company. The insurance agreement covers damages that may arise when the insured assume liability for the execution of his or her duties or receives a claim related to the pursuit of such liability. If the candidates assume office as Director, they will be included as the insured under this insurance agreement. In addition, the Company plans to renew this insurance agreement with the same contents at the time of next renewal.
7. At TAKAOKA TOKO CO., LTD., for which Mr. Yuichiro Takada serves as Outside Director, inappropriate acts regarding certain products related to transformers, etc. have been discovered. Thereafter, the TAKAOKA TOKO Group conducted comprehensive inspections on the quality of all of their products; and as a result, inappropriate acts regarding certain products related to extra high voltage transformers, etc. have been discovered. Consequently, investigations, cause analyses, etc. have been conducted by an independent investigation and verification committee which does not have interest in said company. Although Mr. Yuichiro Takada was not aware of each of the acts before their respective discovery, he continuously expressed opinions at said company from the perspective of ensuring the compliance at Board of Directors' meetings, etc.; and after the discovery of each of the acts, has expressed opinions at the meetings of the Board of Directors etc. on the adequacy and appropriateness of actions taken for customers. In addition, he expressed opinions in an active and constructive manner regarding the measures to strengthen governance in terms of quality and compliance based on his experience and knowledge, and requested said company to take appropriate measures to prevent recurrence. Through such and other ways, he has been performing his duties appropriately.

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Proposal 2: Election of 1 Corporate Auditor

The Company decided to increase the number of Outside Corporate Auditor by 1 in order to further enhance and strengthen its audit structure. Accordingly, the Company proposes the election of 1 Corporate Auditor.

The Board of Corporate Auditors has previously given its approval to this proposal. The candidate for Corporate Auditor is as follows:

Name			Number of
Past experience, positions, and significant concurrent positions	shares of the
(Date of birth)	Company held
			(hundred shares)
	April 1987	Joined Asahishinwa Accounting Firm (currently KPMG AZSA
		LLC)
Tomoyoshi Inoue	March 1990	Registered as certified public accountant
May 2008	Representative partner at AZSA & Co. (currently KPMG AZSA
(January 28, 1965)
	LLC)
	July 2012	Partner in charge of HR at Division No. 2, KPMG AZSA LLC	―
[New appointment]	July 2015	Manager in charge of quality control at Division No. 2, KPMG
	AZSA LLC
[Outside]
July 2021	Manager in charge of quality control at Supervisory Division
[Independent]
	No. 2, KPMG AZSA LLC
	July 2022	Director, Tomoyoshi Inoue CPA Firm
		To present

[Reason for nomination]

Although Mr. Tomoyoshi Inoue has no experience in being directly involved in corporate management, he possesses abundant experience and advanced professional insight as a certified public accountant. With the expectation that he will conduct effective audits leveraging past experience, knowledge, etc., the Company nominates him as a candidate for Outside Corporate Auditor, because it believes that he is qualified to serve as Outside Corporate Auditor.

(Notes)

1. There are no special interests between the candidate and the Company.
2. Mr. Tomoyoshi Inoue is a candidate for Outside Corporate Auditor.
3. If Mr. Tomoyoshi Inoue assumes office as Outside Corporate Auditor, he will be an Independent Corporate Auditor prescribed by the provisions of the Tokyo Stock Exchange.
4. With the expectation that Outside Corporate Auditors can fully fulfill their roles, the Company has entered into an agreement with current Outside Corporate Auditors, namely Mr. Kazuya Kaneko and Ms. Noriko Itai, to limit their liability for payment of damages to the Company to the amount stipulated by laws and regulations. If Mr. Tomoyoshi Inoue assumes office as Outside Corporate Auditor, the Company plans to newly enter into said liability limitation agreement with him.
5. The Company has entered into a directors and officers liability insurance agreement with an insurance company. The insurance agreement covers damages that may arise when the insured assume liability for the execution of his or her duties or receives a claim related to the pursuit of such liability. If Mr. Tomoyoshi Inoue assumes office as Outside Corporate Auditor, he will be included as the insured under this insurance agreement. In addition, the Company plans to renew this insurance agreement with the same contents at the time of next renewal.

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Proposal 3: Payment of Bonuses to Officers

Taking into consideration the performance of the current term, the Company proposes to pay bonuses at the total amount of ¥130,900 thousand to 4 Directors (excluding Outside Directors) serving during the fiscal year under review.

In proposing this matter to this General Meeting of Shareholders, the Company has obtained findings from the Personnel and Remuneration Advisory Committee to the effect that such payment for Directors is appropriate and based on policy for determining remuneration, etc. for individual officers established by the Company, per discussions carried out by the said committee, whose membership mainly consists of Independent Outside Directors.

The Company requests that decisions on specific amounts, timing and method of payment, etc., for each Director be left to deliberation by the Board of Directors.

(Note)

An overview of the Company's policy for determining matters pertaining to remuneration, etc. for individual officers is as presented in the Report for the 115th Fiscal Term (in Japanese), under "4. Matters concerning company officers," "(4) Remuneration, etc. for Directors and Corporate Auditors pertaining to the fiscal year under review," "iv. Matters concerning the policy for determining matters of remuneration, etc. for individual officers" (page 15).

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