Stanley Electric : Notice of the 119th Ordinary General Meeting of Shareholders and Meeting Materials

[Translation]

To Our Shareholders:

June 5, 2024

Start date of Electronic Provision Measures May 31, 2024

Notice of the 119th Ordinary General Meeting of Shareholders

The Company's 119th Ordinary General Meeting of Shareholders will be held in accordance with the details listed below.

You can exercise your voting rights through the enclosed voting form or the Internet, etc. instead of attending the meeting. Please review the accompanying Reference Materials for Ordinary General Meeting of Shareholders, etc. and follow the "Information on Exercise of Voting Rights" on page 3 and below to exercise your voting rights by 5:30 p.m., Wednesday, June 26, 2024.

STANLEY ELECTRIC CO., LTD.

Yasuaki Kaizumi

President and

Representative Director

1. Date: 10:00 a.m., Thursday, June 27, 2024
2. Place: Hotel Gajoen Tokyo

Hanatsudoi-no-Ma (2nd Floor)

8-l, Shimomeguro 1-chome,Meguro-ku, Tokyo

3. Agenda:

Items to be reported:

1. Report on the contents of the business report and the contents of the consolidated financial statements for the 119th business term (April 1, 2023, through March 31, 2024), and the results of audit by the Accounting Auditor and the Audit & Supervisory Board respectively, of the consolidated financial statements.
2. Report on the contents of the financial statements for the 119th business term (April 1, 2023, through March 31, 2024).

Items to be resolved:

Election of 10 Directors

1. Information on Electronic Provision Measures
   Please refer to the "Information on Electronic Provision Measures" stated on the following page.
2. Information on Exercise of Voting Rights
   Please refer to the "Information on Exercise of Voting Rights" stated on page 3 and below.

End

Information on Electronic Provision Measures

Information included in the Reference Materials for Ordinary General Meeting of Shareholders, etc. (excluding the voting form) for this Ordinary General Meeting of Shareholders (matters subject to electronic provision measures) are subject to electronic provision measures, so please see the relevant information by accessing the following website.

• The Company's website

https://www.stanley.co.jp/e/index.php

Please see the relevant information by accessing the above website and selecting "Investor Relations," then "Information of Shares," and then "General Meeting of Shareholders."

In addition to the above, the information is also published on the following website.

• JPX Listed Company Search

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

Please see the relevant information by accessing the above website and entering "Stanley Electric" in the "Issue name (company name)" field or "6923" (half-width letters) in the securities "Code" field, clicking "Search," then "Basic information," and then "Documents for public inspection / PR information."

The following matters are not stated in the documents delivered to shareholders who requested delivery of paper documents, pursuant to laws and regulations as well as the provisions of Article 15 of our Articles of Incorporation. The Audit & Supervisory Board Members and the Accounting Auditor have audited the documents that are subject to audit, including the following.

1. "Consolidated explanatory notes" in the consolidated financial statements
2. "Individual explanatory notes" in the financial statements

If and when any change to the matters subject to electronic provision measures becomes necessary, it will be published on the Company's website and the JPX website above.

Other notices to shareholders will be published on the Company's website (https://www.stanley.co.jp/ *(Japanese only)). Please check the newest information as necessary on the Company's website.

Briefing Session for Products and Technology

After the conclusion of this Ordinary General Meeting of Shareholders, the Company hold a briefing session to introduce and explain the products and technologies of the Company to shareholders and ask for questions and opinions from shareholders. The Company will also display actual products so that shareholders can see them.

Shareholders whose schedules permit are kindly invited to attend the briefing session along with this Ordinary General Meeting of Shareholders.

Information on Exercise of Voting Rights

• If attending the general meeting of shareholders:

Please present the voting form to the receptionist at the venue.

(Your seal is not necessary.)

■ If sending the voting form via postal mail:

Deadline: 5:30 p.m., Wednesday, June 26, 2024 (Japan Time)

Please indicate your approval or disapproval for each item on the voting form and send the completed voting form by postal mail without a stamp.

(Please return the completed voting form so that it arrives by the above deadline.)

Please note that in the event that you fail to indicate your approval or disapproval for a proposal, it will be deemed that you indicated your approval.

• If exercising voting rights via the Internet:

Deadline: 5:30 p.m., Wednesday, June 26, 2024 (Japan Time)

■ Website to exercise voting rights: https://evote.tr.mufg.jp/

Please access the above website to exercise voting rights from a personal computer or a smartphone, enter your "Login ID" and "temporary password" described on the voting form, follow the instructions on the screen, and enter your approval or disapproval for each item by the above deadline. (However, please note that you will not be able to exercise your voting rights via the Internet on the designated website between the hours of 2:30 a.m. and 4:30 a.m. (Japan Time).)

Points to keep in mind:

1. Website to exercise voting rights
2. 1. Please note that you may not be able to exercise your voting rights via a personal computer or a smartphone on the designated website to exercise voting rights, depending on the Internet settings configured on your device, the services to which you are subscribed, or the model of your device.
   2. You will be able to exercise your voting rights via the Internet on the designated website until 5:30 p.m., Wednesday, June 26, 2024 (Japan Time), but we ask that you kindly exercise your voting rights at your earliest convenience.
3. Handling of voting rights when a voting right is exercised on multiple occasions
4. 1. Please note that in the event that a voting right is exercised both by returning a voting form by mail and via the Internet, only the voting made via the Internet will be deemed valid and shall supersede the mailed voting form.
   2. In the event that a voting right is exercised via the Internet on multiple occasions, the most recent voting right shall supersede the earlier voting right and be deemed valid.
5. Costs incurred for access to the website to exercise voting rights

Please note that Internet connection charges and communication charges, or the like incurred for access to the website to exercise voting rights shall be borne by the shareholder.

Internet

Deadline: 5:30 p.m., Wednesday, June 26, 2024 (Japan Time)

■ How to scan the QR code with a smartphone

You may log in to the website to exercise voting rights without entering your Login ID and temporary password described on the duplicate slip of a voting form.

1. Please scan the QR code described on the right side of the duplicate slip of a voting form. Note: "QR code" is a registered trademark of DENSO WAVE Incorporated.
2. Please follow the instructions on the screen, and enter your approval or disapproval for each item.

• How to enter the Login ID and temporary password Website to exercise voting rights: https://evote.tr.mufg.jp/

1. Please access the website to exercise voting rights.
2. Please enter your Login ID and temporary password described on the voting form, and click "Login."
3. • Enter the Login ID and temporary password
   • Click "Login"
4. Please follow the instructions on the screen, and enter your approval or disapproval for each item.

The Login ID and temporary password of the website to exercise voting rights are described on the lower right of the enclosed voting form.

For further assistance, regarding technical matters, etc., please contact:

Transfer Agent Department (Help Desk)

Mitsubishi UFJ Trust and Banking Corporation

Phone: [phone] (toll free)

Inquiries are accepted from 9:00 a.m. to 9:00 p.m. (Japan Time)

■ Voting platform for institutional investors

For management and trust banks or other nominee shareholders (including standing proxies), the Electronic Voting Platform operated by Investor Communications Japan, Inc. (ICJ, Inc.), a joint venture incorporated by Tokyo Stock Exchange, Inc. et al., is available as another electronic voting method for the general meeting of shareholders, in addition to the method of voting via the Internet as described above, subject to prior application for use to ICJ, Inc.

End of Notice

Reference Materials for Ordinary General Meeting of Shareholders

Items to Be Resolved and Reference Matters

Item to be resolved

Election of 10 Directors

The term of office of all 10 Directors of the Company will expire at the end of this Ordinary General Meeting of Shareholders. Accordingly, it is proposed that 10 Directors be elected.

Candidates for Director of the Company are as follows.

Candidate

Name

Current title and responsibilities at the Company

No.

1

Yasuaki Kaizumi

President and Representative Director

Reelection

Male

Chief Technology Officer

2

Keisuke Ueda

Managing Director

Reelection

Male

Chief Corporate Administration Officer

Chief Compliance Officer

Chief Domestic Subsidiary Officer

3

Kazuki Takano

Managing Director

Reelection

Male

Chief Sales Officer

Chief Human Resources Officer

Chief American Business Officer

4

Tatsuaki Tomeoka

Director

Reelection

Male

Chief Manufacturing Officer

Chief Chinese Business Officer

Executive General Manager, Tooling Production

Division, Production Management Headquarters

5

Satoshi Oki

Director

Reelection

Male

Chief Quality Assurance Officer

Chief European Business Officer

6

Masakatsu Mori

Outside Director

Reelection

Independent

Outside

Male

7

Hirokazu Kono

Outside Director

Reelection

Independent

Outside

Male

8

Yozo Takeda

Outside Director

Reelection

Independent

Outside

Male

9

Satoko Suzuki

Outside Director

Reelection

Independent

Outside

Female

10

Tomohiro Kondo

Executive Officer

New election

Male

Known as: Tomohiro Ota

Executive General Manager, Purchasing Division

Chief Asia Pacific Business Officer

Reelection:	Candidate to be reelected
Outside:		Candidate for Outside Director

New election: Candidate to be newly elected

Independent: Candidate for Independent Officer

Candidate		Name	Career History, Positions and Duties, and Significant Concurrent Posts	Number of Shares of
No.	(Date of Birth)	the Company Owned
1.	Yasuaki Kaizumi	April 1987:	Joined the Company	32,600 shares
	(December 22, 1963)	April 2011: General Manager, Engineering Technology Center
						June 2013: Executive General Manager, Integrated
							Components Division
		Reelection
						June 2017:	Director
			Male
							Chief Advanced Technology Officer
	Attendance at Board	June 2020: Chief American Business Officer
	of Directors meetings	January 2021: Chief Engineering (Technology) Officer (present post)
	(during this term)	June 2021:	Managing Director,
	14/14 (100%)
				Chief Environment Officer,
							Chief Information System Officer
						April 2022: President and Representative Director (present post)
						Reasons for nominating him as a candidate for Director
						Mr. Yasuaki Kaizumi has rich experience from having served in positions including the General
						Manager of the Engineering Technology Center, the Executive General Manager of the
						Integrated Components Division, the Chief Advanced Technology Officer, the Chief American
						Business Officer, the Chief Engineering (Technology) Officer, the Chief Environment Officer,
						and the Chief Information System Officer, has extensive knowledge of the Company's business,
						and has appropriately performed his duties and responsibilities. For these reasons, the Company
						has nominated him again as a candidate for Director.
2.	Keisuke Ueda	April 1981:	Joined the Company	25,700 shares
	(September 8, 1962)	April 2012:	General Manager, Sales Department III,
							Automotive Division II
						July 2012: General Manager of Tianjin Stanley Electric Co., Ltd.
		Reelection		August 2013: Executive General Manager, Automotive Division II
			Male		June 2017:	Director
	Attendance at Board
		Chief Sales Officer
	of Directors meetings
	(during this term)		Chief European Business Officer
	14/14 (100%)			June 2021:	Chief Financial Officer
							Chief Accounting Officer
						April 2022: Managing Director (present post)
						April 2024: Chief Corporate Administration Officer (present post)
							Chief Compliance Officer (present post)
							Chief Domestic Subsidiary Officer (present post)

Reasons for nominating him as a candidate for Director

Mr. Keisuke Ueda has rich experience from having served in positions including the General Manager of Sales Department III of Automotive Division II, the General Manager of Tianjin Stanley Electric Co., Ltd., the Executive General Manager of Automotive Division II, the Chief Sales Officer, the Chief European Business Officer, the Chief Financial Officer, the Chief Accounting Officer, the Chief Corporate Administration Officer, the Chief Compliance Officer, and the Chief Domestic Subsidiary Officer has extensive knowledge of the Company's business, and has appropriately performed his duties and responsibilities. For these reasons, the Company has nominated him again as a candidate for Director.

3.	Kazuki Takano	August 1991: Joined the Company	8,606 shares
	(September 28, 1965)	April 2012:	General Manager, Sales Department I,
							Automotive Division I
						June 2017:	Executive General Manager, Automotive Division I
		Reelection		June 2021:	Executive Officer, Chief Particular Customer Officer
			Male		April 2022:	Executive Officer
	Attendance at Board
		Chief Sales Officer (present post)
	of Directors meetings
	(during this term)		Chief American Business Officer
	14/14 (100%)			June 2022:	Director
						April 2024:	Managing Director (present post)
							Chief Human Resources Officer (present post)
							Chief American Business Officer (present post)
						Reasons for nominating him as a candidate for Director
						Mr. Kazuki Takano has rich experience from having served in positions including the General
						Manager, Sales Department I, Automotive Division I, the Executive General Manager,
						Automotive Division I, the Executive Officer - Chief Particular Customer Officer, the Chief Sales
						Officer, the Chief American Business Officer, and the Chief Human Resource Officer has
						extensive knowledge of the Company's business, and has appropriately performed his duties and
						responsibilities. For these reasons, the Company has nominated him again as a candidate for
						Director.
4.	Tatsuaki Tomeoka	April 1987:	Joined the Company	12,554 shares
	(August 8, 1964)	April 2015:	General Manager, Automotive Division III
							Hiroshima Plant Department
						June 2018: Executive General Manager,
		Reelection			Integrated Components Division
			Male		June 2020:	Executive Officer, Chief Manufacturing Officer
	Attendance at Board	June 2021:	Director (present post)
	of Directors meetings		Chief Domestic Subsidiary Officer
	(during this term)
	14/14 (100%)				Chief Purchasing Officer
						April 2022: Cost Competitiveness Officer
						June 2022: Chief Chinese Business Officer
						April 2024:	Chief Manufacturing Officer (present post)
							Chief Chinese Business Officer (present post)

Executive General Manager, Tooling Production Division,

Production Management Headquarters (present post)

Reasons for nominating him as a candidate for Director

Mr. Tatsuaki Tomeoka has rich experience from having served in positions including the General Manager, Automotive Division III Hiroshima Plant Department, the Executive General Manager, Integrated Components Division, Executive General Manager, Tooling Production Division, Production Management Headquarters, the Executive Officer - Chief Manufacturing Officer, the Chief Purchasing Officer, the Cost Competitiveness Officer, the Chief Chinese Business Officer, and the Chief Manufacturing Officer has extensive knowledge of the Company's business, and has appropriately performed his duties and responsibilities. For these reasons, the Company has nominated him again as a candidate for Director.

5.

Satoshi Oki

April 1986: Joined the Company

12,286 shares

(January 31, 1963)

April 2010: General Manager, Automotive Division II

Hiroshima Plant Department

April 2015: Executive General Manager, Automotive Division III

Reelection

April 2022:

Executive Officer,

Male

Chief Manufacturing Officer

Attendance at Board

Chief Compliance Officer

of Directors meetings

Chief SNAP Officer

(during this term)

Chief Domestic Subsidiary Officer

14/14 (100%)

June 2022: Director (present post)

April 2024: Chief Quality Assurance Officer (present post)

Chief European Business Officer (present post)

Reasons for nominating him as a candidate for Director

Mr. Satoshi Oki has rich experience from having served in positions including the General

Manager, Automotive Division II Hiroshima Plant Department, the Executive General Manager,

Automotive Division III, the Chief Manufacturing Officer, the Chief Compliance Officer, the

Chief SNAP Officer, the Chief Domestic Subsidiary Officer, the Chief Quality Assurance

Officer, and the Chief European Business Officer has extensive knowledge of the Company's

business, and has appropriately performed his duties and responsibilities.

For these reasons, the

Company has nominated him again as a candidate for Director.

6.

Masakatsu Mori

October 1972: Obtained the license as a certified public accountant

10,000 shares

(January 22, 1947)

February 1989: Representative Director-President of

Andersen Consulting (now Accenture Japan Ltd.)

Board Member of Andersen Consulting (Global)

Reelection

(now Accenture)

Outside

April 2003:

Representative Director-Chairman

Independent

of Accenture Japan Ltd.

October 2009: President of International University of Japan

Male

Attendance at Board

June 2010:

Outside Director of the Company (present post)

of Directors meetings

June 2013:

Outside Director of Yamato Holdings Co., Ltd.

(during this term)

November 2013: Vice Chairman of International University of Japan

14/14 (100%)

March 2015: Outside Audit & Supervisory Board Member

of Kirin Holdings Company, Ltd.

April 2018: Senior Adviser of International University of Japan (present post)

March 2019: Outside Director of Kirin Holdings Company, Ltd. (present post)

November 2020: Outside Audit & Supervisory Board Member of Fast Retailing Co., Ltd. (present post)

June 2023: Professor Emeritus of International University of Japan (present post)

Reasons for nominating him as a candidate for Outside Director and an overview of his expected role

Mr. Masakatsu Mori has insight and rich experience from many years as a president and a vice chairman of a university and manager of a consulting firm. Since his assumption of the office of Outside Director of the Company in June 2010, he has contributed to ensuring the objectivity, neutrality, and legal conformity of the Company's management.

Since assuming office, he has continued to serve as outside director of other companies, and the Company receives valuable opinions from him on various viewpoints including not only the interests of shareholders but also global business development and BtoC business. In fact, the Company receives from him at each Board of Directors meeting not only opinions on proposals but also the views that only an independent outside director can provide, such as comparisons with and the policies of other companies, and these contributions have a significant impact on the Company's decision-making.

The Company considers the diversity of the Board of Directors to not only include gender, nationality, and age, but also fields of expertise and the number of years served as Director, and the Company is able to receive more diverse opinions from Outside Directors whose length of service vary, which by extension contributes to the Company's corporate value.

Also, if his reelection is approved, the Company expects that he will supervise the Company's management from an independent and objective standpoint through comments at Board of Directors meetings and recommendations, etc. as a member of the Governance Committee, an optional nomination and compensation committee. For these reasons, the Company has nominated him again as a candidate for Outside Director.

7.	Hirokazu Kono	April 1987:	Assistant at Graduate School of Business Administration, 4,100 shares
	(April 22, 1957)		Keio University
	April 1991:	Associate Professor at Graduate School of Business
											Administration, Keio University
			Reelection			April 1998: Professor at Graduate School of Business Administration,
											Keio University
				Outside
										October 2009: Dean of Graduate School of Business Administration,
		Independent
				Keio University President of Keio Business School
					Male		January 2012: President of Association of Asia-Pacific Business Schools
	Attendance at Board
	May 2013: President of Japan Industrial Management Association
	of Directors meetings
	(during this term)	June 2014:	Outside Audit & Supervisory Board Member of
	14/14 (100%)						Okasan Securities Group Inc.
					June 2015: Outside Director, Audit & Supervisory Committee
											Member of Okasan Securities Group Inc.
											Outside Director of the Company (present post)
										May 2017:	Auditor of Japan Industrial Management Association

March 2018: Outside Director of The Yokohama Rubber Co., Ltd.

December 2020: Vice-President of the Japan Business School

Education Development Organization (present post)

March 2023: Outside Director, Audit & Supervisory

Committee Member of The Yokohama Rubber Co., Ltd. (present post)

April 2023: Professor Emeritus, Project Professor, Keio University (present post)

Reasons for nominating him as a candidate for Outside Director and an overview of his expected role

Mr. Hirokazu Kono specializes in management engineering and has insight and rich experience in business administration. Since his assumption of the office of Outside Director of the Company in June 2015, he has contributed to ensuring the objectivity, neutrality, and legal conformity of the Company's management. Also, if his reelection is approved, the Company expects that he will supervise the Company's management from an independent and objective standpoint through comments at Board of Directors meetings and recommendations, etc. as a chairman of the Governance Committee, an optional committee. For these reasons, the Company has nominated him again as a candidate for Outside Director.

8.

Yozo Takeda

June 1983:

Director of Sanoh Industrial Co., Ltd.

1,200 shares

(February 4, 1949)

June 1987:

Managing Director of Sanoh Industrial Co., Ltd.

June 1991:

Senior Managing Director of Sanoh Industrial Co., Ltd.

June 1995:

Representative Director and President of

Reelection

Sanoh Industrial Co., Ltd.

Outside

July 2000:

CEO of Sanoh Industrial Co., Ltd. (present post)

Independent

July 2005:

COO of Sanoh Industrial Co., Ltd.

Male

May 2012:

Chairman and Chief Executive Officer of

Attendance at Board

Sanoh Industrial Co., Ltd. (present post)

of Directors meetings

June 2020:

Outside Director of the Company (present post)

(during this term)

Reasons for nominating him as a candidate for Outside Director and an overview of his expected

14/14 (100%)

role

Mr. Yozo Takeda has insight and rich experience from many years as a manager of a company.

Since his assumption of the office of Outside Director of the Company in June 2020, he has

contributed to ensuring the objectivity, neutrality, and legal conformity of the Company's

management. Also, if his reelection is approved, the Company expects that he will supervise

the Company's management from an independent and objective standpoint through comments at

Board of Directors meetings and recommendations, etc. as a member of the Governance

Committee, an optional committee. For these reasons, the Company has nominated him again

as a candidate for Outside Director.

9.

Satoko Suzuki

April 1999:

Joined NIHON L'ORÉAL K.K.

500 shares

(November 17, 1977)

September 2006: Joined Boston Consulting Group K.K.

(now Boston Consulting Group G.K.)

September 2011: Lecturer at Graduate School of Management,

Reelection

Kyoto University

Outside

April 2016: Associate Professor at Graduate School

Independent

of Management, Kyoto University

Female

April 2017:

Associate Professor at Graduate School of Business

Attendance at Board

Administration, Department of International

Corporate

Strategy, Hitotsubashi University

of Directors meetings

(during this term)

May 2020:

Outside Director of Lawson, Inc. (present post)

13/14 (93%)

June 2022:

Outside Director of the Company (present post)

September 2023: Professor at Graduate School of Business

Administration, Department of

International Corporate Strategy,

Hitotsubashi University (present post)

Reasons for nominating her as a candidate for Outside Director and an overview of her expected role

Ms. Satoko Suzuki specializes in marketing and consumer behavior, has rich insight in respect of business administration including BtoC, and is experienced in being involved with management such as by expressing opinions and recommendations regarding management as an outside director of another company. Since her assumption of the office of Outside Director of the Company in June 2022, amid accelerating changes to the environment, she has contributed to ensuring the objectivity, neutrality, and legal conformity of management through supervision and advice for not only BtoC business but also branding, improvement of competitiveness, and further creation of value of the Group as a whole. Also, if her reelection is approved, the Company expects that she will supervise the Company's management from an independent and objective standpoint through comments at Board of Directors meetings and recommendations, etc. as a member of the Governance Committee, an optional committee. For these reasons, the Company has nominated her again as a candidate for Outside Director.