Yamaichi Electronics : Notice of Convocation Annual General Meeting 2024

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.

Securities code: 6941 Date of sending by postal mail: June 11, 2024 Start date of measures for electronic provision: June 5, 2024

To our shareholders:

Junichi Kameya President

YAMAICHI ELECTRONICS CO., LTD.

2-16-2, Minamikamata, Ota-ku, Tokyo, JAPAN

NOTICE OF THE 69TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

We are pleased to inform you of the 69th Ordinary General Meeting of Shareholders (the "Meeting") of YAMAICHI ELECTRONICS CO., LTD. (the "Company"), which will be held as described below.

When convening the Meeting, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on each of the following websites. Please access either of the websites by using the Internet address shown below to review the information.

The Company's website: https://www.yamaichi.co.jp/ir/meeting/ (in Japanese)

(Please visit the website above and select "2024 Ordinary General Meeting of Shareholders" to review the information.)

Tokyo Stock Exchange website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the TSE website by using the Internet address shown above, enter "YAMAICHI ELECTRONICS" in "Issue name (company name)" or the Company's securities code "6941" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")

If you are unable to attend the Meeting, you can exercise your voting rights by mail or via the Internet. We request that you follow the instructions laid out below and exercise your voting rights on or before 5:15 p.m. on Tuesday, June 25, 2024 (JST) after considering the following Reference Documents for the General Meeting of Shareholders.

1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. (JST)
2. Venue: Fourth floor, Convention Hall, Ota City Industrial Plaza (PiO) 1-20-20, Minamikamata, Ota-ku, Tokyo, JAPAN
3. 
   (Please refer to the venue map attached to this document.)
4. Purposes:
   Items to be reported:
5. 1. Business Report and Consolidated Financial Statements for the 69th Term (from April 1, 2023 to March 31, 2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
   2. Non-ConsolidatedFinancial Statements for the 69th Term (from April 1, 2023 to March 31, 2024)
   3. • 1 -

Items to be resolved:

Proposal 1: Appropriation of surplus

Proposal 2: Election of eight (8) Directors (excluding Directors who are Audit and Supervisory Committee Members)

Proposal 3: Election of three (3) Directors who are Audit and Supervisory Committee Members

Proposal 4: Election of one (1) substitute Director who is an Audit and Supervisory Committee Member

1. Instructions on Exercising Voting Rights
   Please refer to "Information on Exercise the Voting Rights" on page 3 (in Japanese only).
2. Matters decided upon convocation
3. 1. If no indication of approval or disapproval is made for each proposal on the returned voting form, it will be treated as an indication of approval.
   2. If you exercise your voting rights both in writing (by mail) and via the Internet, etc., the exercise of voting rights via the Internet, etc. will be treated as a valid exercise of voting rights.
   3. If you exercise your voting rights more than once via the Internet, etc., the last vote will be treated as a valid exercise of voting rights.

• If attending the Meeting in person, please present the voting form at the reception desk.
• If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on each of the aforementioned websites.
• For the Meeting, we have delivered paper-based documents stating the items subject to measures for electronic provision to all shareholders, regardless of whether or not they have requested them.
  We also ask that you please bring this notice with you as reference material for the Meeting.
• Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article
• 1. of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders.
  1. Notes to Consolidated Financial Statements
  2. Notes to Non-Consolidated Financial Statements

Therefore, Consolidated Financial Statements and Non-Consolidated Financial Statements are only some of the documents that have been audited by the Accounting Auditor when papering the accounting audit report and by the Audit and Supervisory Committee when papering the audit report.

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Appropriation of surplus

The Company's basic policy for profit distribution is to raise corporate value in the medium to long term and to maintain stable dividends and return profits appropriately to shareholders while also strengthening our financial structure and business foundation.

In light of a comprehensive assessment of earnings in this fiscal year, future business trends and the financial foundation, we propose to pay a year-end dividend for this year of 13 yen per share as follows.

Including the interim dividend of 18 yen per share, the annual dividend per share will be 31 yen per share.

Type of dividend property Cash

Allocation of dividend property and total amount thereof 13 yen per common share of the Company

Total amount of dividends: 265,763,901 yen Effective date of distribution of dividends of surplus June 27, 2024

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Proposal 2: Election of eight (8) Directors (excluding Directors who are Audit and Supervisory Committee Members)

Since the terms of office of all eight Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) expire at the conclusion of the Meeting, we propose the election of eight Directors including three Outside Directors.

Regarding this proposal, the Audit and Supervisory Committee did not find any matters requiring special mention. The candidates for Directors are as follows.

No.	Name		Position in the Company
1	Yoshitaka Ota	Chairman		Reelection
2	Junichi Kameya	President		Reelection
3	Takeshi Tsuchiya	Director		Reelection
4	Kazuhiro Matsuda	Director		Reelection
5	Nobuhiro Kishimura	Director		Reelection
				Reelection
6	Tomohiro Murata	Director		Outside
				Independent
				Reelection
7	Yoichiro Sakuma	Director		Outside
				Independent
				Reelection
8	Toshihisa Yoda	Director		Outside
				Independent

Reelection: Candidate for Director to be reelected

Outside: Candidate for Outside Director

Independent: Independent officer as defined by the securities exchange

Notes: 1. There is no special interest between each candidate and the Company.

1. Tomohiro Murata, Yoichiro Sakuma and Toshihisa Yoda are candidates for Outside Directors.
2. The Company has registered Tomohiro Murata, Yoichiro Sakuma and Toshihisa Yoda as independent officers as stipulated in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange, Inc. If they are elected and appointed as Directors, the Company will continue to register them as independent officers.
3. Based on the provisions in Article 427, Paragraph (1) of the Companies Act, the Company has concluded agreements with Tomohiro Murata, Yoichiro Sakuma and Toshihisa Yoda that limit the liability for damages specified in Article 423, Paragraph (1) of the Companies Act to the minimum amount stipulated in Article 425, Paragraph (1) of that Act. If they are elected and appointed as Directors, the Company plans to continue these agreements.
4. The Company has entered into an officer liability insurance policy with an insurance company in accordance with the provisions of Article 430-3, Paragraph (1) of the Companies Act. This insurance policy covers legal damages and litigation costs in the event of claim for damages caused by acts (or omissions) performed by the insured, including Directors, based on their position in the Company (except where the insured has illegally obtained a benefit or advantage, or has committed a criminal act, fraudulent act, deceitful act, or has acted knowingly in violation of any laws or regulations, including laws and regulations specific to Directors). If a candidate is elected and assumes office as a Director, the candidate shall then become an insured person under this insurance policy. The insurance policy is scheduled to be renewed with the same contents at the next renewal period.

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	Name			Number of the
No.	Career summary, position and responsibilities in the Company	Company's shares
(Date of birth)
			owned
		May 2002	Joined the Company
		Apr. 2004	Senior Executive Officer and Senior General
			Manager of Manufacturing Div.
	Yoshitaka Ota	Oct. 2005	Manager of Sakura Factory
	Apr. 2007	General Manager of Corporate Planning Dept.
	(October 10, 1948)
	June 2008	Director
	Reelection
	June 2009	Executive Vice-president, Pricon
	Tenure as Director		Microelectronics, Inc.	137,400
	June 2010	Audit & Supervisory Board Member of the
	11 years
		Company (full-time)
1	Attendance at Board of
June 2013	President
	Directors meetings
	June 2021	Chairman (of the Board of Directors) and
	12/12
		Representative Director
		June 2022	Chairman (present position)
			In charge of Optical-related Business (present
			position)
	Reasons for nomination as candidate for Director
	Yoshitaka Ota possesses wide-ranging knowledge and experience in the Company's overall operations from his
	experience in each division, and given his achievements as Chairman and as President, we have nominated him again as
	a candidate for Director.
		Apr. 1987	Joined the Company
		Oct. 2007	President, Yamaichi Electronics Shenzhen Co.,
	Junichi Kameya		Ltd.
	Apr. 2012	Executive Officer and Senior General Manager
	(June 29, 1964)
		of Manufacturing Div., General Manager of
	Reelection
		Manufacturing Control Dept. of the Company
	Tenure as Director	Apr. 2013	Senior General Manager of CS Business Div.	67,300
	June 2013	Director and Senior Executive Officer
	11 years
	June 2019	Managing Executive Officer
2	Attendance at Board of
June 2021	President (present position)
	Directors meetings
		In charge of CS Business Div. (present
	12/12
		position), Business Audit Dept. (present
			position) and Quality Assurance Dept. (present
			position)
	Reasons for nomination as candidate for Director
	Junichi Kameya possesses wide-ranging knowledge and experience in the Company's overall operations from his
	experience in each division, and given his achievements as President, we have nominated him again as a candidate for
	Director.

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	Name			Number of the
No.	Career summary, position and responsibilities in the Company	Company's shares
(Date of birth)
			owned
		Apr. 1984	Joined the Company
		Feb. 2004	Executive Officer
		Apr. 2006	President, Yamaichi Electronics Shenzhen Co.,
	Takeshi Tsuchiya		Ltd.
	(June 1, 1961)	Apr. 2008	Executive Officer and Senior General Manager
	Reelection		of TS Business Div. of the Company
	Tenure as Director	June 2013	Director (present position) and Senior	52,000
		Executive Officer
	11 years	June 2016	In charge of Optical-related Business
3	Attendance at Board of	June 2018	Managing Executive Officer (present position)
	Directors meetings		In charge of Engineering Administration
	12/12		Department
		June 2019	In charge of Manufacturing Division
		Apr. 2020	Senior General Manager of Manufacturing Div.
			(present position)
	Reasons for nomination as candidate for Director
	Takeshi Tsuchiya possesses extensive knowledge and experience in the Company's operations, particularly in the sales
	division and the manufacturing division, and also has experience in corporate management at a subsidiary. Given his
	achievements as Director, we have nominated him again as a candidate for Director.
		Dec. 1988	Joined the Company
		Apr. 2009	General Manager of Overseas Sales Dept.,
	Kazuhiro Matsuda		Sales Headquarters, Business Control
	(April 11, 1964)		Headquarters
	Reelection	Apr. 2014	President, Yamaichi Electronics USA, Inc.
	Tenure as Director	Apr. 2015	Executive Officer of the Company	29,800
	June 2017	Director (present position) and Senior
	7 years		Executive Officer (present position) Senior
4	Attendance at Board of		General Manager of Administration Div.
	Directors meetings		(present position)
	12/12	June 2021	General Manager of Corporate Administration
			Dept. (present position)
		Jan. 2022	General Manager of Information Systems Dept.
	Reasons for nomination as candidate for Director
	Kazuhiro Matsuda possesses extensive knowledge and experience in the Company's operations, particularly in the
	administration division and the overseas sales division, and also has experience in corporate management at a
	subsidiary. Given his achievements as Director, we have nominated him again as a candidate for Director.

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	Name			Number of the
No.	Career summary, position and responsibilities in the Company	Company's shares
(Date of birth)
			owned
		Nov. 1988	Joined the Company
		Feb. 2004	General Manager of Sales Dept. II
		Apr. 2008	General Manager of West Japan Sales Dept.,
			General Manager of TS Planning and Special
			Items Dept.
		Apr. 2011	General Manager of TS Business Promotion
	Nobuhiro Kishimura		Dept.
	(September 24, 1964)	Apr. 2013	General Manager of TS Business Promotion Gr.
	Reelection		General Manager of TS Sales Dept.
	Tenure as Director	June 2013	Acting Senior General Manager of TS Business	28,100
		Div.
	6 years	Apr. 2014	Executive Officer
5	Attendance at Board of	June 2018	Director (present position) and Senior
	Directors meetings		Executive Officer (present position)
	12/12		In charge of Optical-related Business,
			Manufacturing Division
		June 2019	Senior General Manager of TS Business Div.
			(present position)
			In charge of Engineering Administration
			Department (present position)
		Apr. 2022	General Manager of TS Overseas Sales Dept.
	Reasons for nomination as candidate for Director
	Nobuhiro Kishimura possesses extensive knowledge and experience in the Company's operations, particularly in the
	sales division and manufacturing division, and also has experience in business operation as an Executive Officer. Given
	his achievements as Director, we have nominated him again as a candidate for Director.
		Apr. 1991	Joined Daiwa Securities Co. Ltd.
	Tomohiro Murata	July 1994	Joined Daiwa Institute of Research Ltd.
	Sept. 1996	Joined Morgan Stanley Japan Limited
	(June 17, 1968)
	Feb. 2009	Joined Frontier Management Inc. Managing
	Reelection
		Director
	Outside
	June 2015	Outside Director of the Company (present
	Independent
		position)	-
	Tenure as Outside Director	June 2018	Managing Director, Frontier Management Inc.
		(present position)
6	9 years
June 2021	External Director, Hakuto Co., Ltd. (present
	Attendance at Board of
		position)
	Directors meetings
	(Significant concurrent positions outside the Company)
	12/12
	Managing Director, Frontier Management Inc.
		External Director, Hakuto Co., Ltd.
	Reasons for nomination as candidate for Outside Director and overview of expected role
	Tomohiro Murata has extensive experience as a management consultant and possesses wide-ranging knowledge. We
	expect him to provide objective and unbiased advice on management, and we have nominated him again as a candidate
	for Outside Director.

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	Name			Number of the
No.	Career summary, position and responsibilities in the Company	Company's shares
(Date of birth)
			owned
		Apr. 1980	Joined Nitto Electric Industrial Co., Ltd.
			(currently Nitto Denko Corporation)
	Yoichiro Sakuma	June 2006	Vice President, Nitto Denko Corporation
	June 2010	Director, Vice President
	(September 4, 1955)
	June 2013	Director, Executive Vice President
	Reelection
	Jan. 2018	Advisor, Refine Holdings Co., Ltd. (present
	Outside
		position)
	Independent
	June 2018	Outside Director of the Company (present		1,300
	Tenure as Outside Director		position)
		Outside Director, Nitta Gelatin Inc.
7	6 years
Oct. 2018	Outside Director, Nitta Gelatin India Ltd.
	Attendance at Board of
	Feb. 2019	Director, Refine Americas Inc. (present
	Directors meetings
		position)
	12/12
	(Significant concurrent positions outside the Company)
		Advisor, Refine Holdings Co., Ltd.
		Director, Refine Americas Inc.
	Reasons for nomination as candidate for Outside Director and overview of expected role
	Yoichiro Sakuma has extensive experience over many years as a corporate executive and possesses wide-ranging
	knowledge. We expect him to provide objective and unbiased advice on management, and we have nominated him
	again as a candidate for Outside Director.
	Toshihisa Yoda	Apr. 1982	Joined Shinko Electric Industries Co., Ltd.
	Apr. 2007	Corporate Officer
	(January 3, 1958)
	June 2011	Director and Senior Corporate Officer
	Reelection
	June 2014	Director and Executive Managing Corporate
	Outside
		Officer
	Independent
	June 2018	Advisor			-
	Tenure as Outside Director	June 2020	Outside Director of the Company (present
		position)
8	4 years
June 2023	Outside Director, ALMEX TECHNOLOGIES
Attendance at Board of
		Inc. (present position)
	Directors meetings
	(Significant concurrent positions outside the Company)
	12/12
	Outside Director, ALMEX TECHNOLOGIES Inc.
	Reasons for nomination as candidate for Outside Director and overview of expected role
	Toshihisa Yoda has extensive experience over many years as a corporate executive and possesses wide-ranging
	knowledge of semiconductor-related business, which is a specialty of the Company's businesses. We expect him to
	provide objective and unbiased advice on management, and we have nominated him again as a candidate for Outside
	Director.

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Proposal 3: Election of three (3) Directors who are Audit and Supervisory Committee Members

Since the terms of office of all three Directors who are Audit and Supervisory Committee Members expire at the conclusion of the Meeting, we propose the election of three Directors who are Audit and Supervisory Committee Members including two Outside Directors.

The Audit and Supervisory Committee has already given its consent to this proposal.

The candidates for Directors who are Audit and Supervisory Committee Members are as follows.

No.	Name	Position in the Company
1	Koichiro Yanagisawa	Director, Full-time Audit and Supervisory Committee Member	Reelection
			Reelection
2	Shinobu Okamoto	Director, Audit and Supervisory Committee Member	Outside
			Independent
			Reelection
3	Takako Murase	Director, Audit and Supervisory Committee Member	Outside
			Independent

Reelection: Candidate for Director who is an Audit and Supervisory Committee Member to be reelected

Outside: Candidate for Outside Director who is an Audit and Supervisory Committee Member

Independent: Independent officer as defined by the securities exchange

Notes: 1. There is no special interest between each candidate and the Company.

1. Shinobu Okamoto and Takako Murase are candidates for Outside Directors who are Audit and Supervisory Committee Members.
2. The Company has registered Shinobu Okamoto and Takako Murase as independent officers as stipulated in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange, Inc. If their elections are approved, the Company will continue to register them as independent officers.
3. Based on the provisions in Article 427, Paragraph (1) of the Companies Act, the Company has concluded agreements with Koichiro Yanagisawa, Shinobu Okamoto and Takako Murase that limit the liability for damages specified in Article 423, Paragraph (1) of the Companies Act to the minimum amount stipulated in Article 425, Paragraph (1) of that Act. If their elections are approved, the Company plans to continue these agreements.
4. The Company has entered into an officer liability insurance policy with an insurance company in accordance with the provisions of Article 430-3, Paragraph (1) of the Companies Act. This insurance policy covers legal damages and litigation costs in the event of claim for damages caused by acts (or omissions) performed by the insured, including Directors who are Audit and Supervisory Committee Members, based on their position in the Company (except where the insured has illegally obtained a benefit or advantage, or has committed a criminal act, fraudulent act, deceitful act, or has acted knowingly in violation of any laws or regulations, including laws and regulations specific to Directors). If a candidate is elected and assumes office as a Director who is an Audit and Supervisory Committee Member, the candidate shall then become an insured person under this insurance policy. The insurance policy is scheduled to be renewed with the same contents at the next renewal period.

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	Name				Number of the
No.	Career summary, position and responsibilities in the Company	Company's shares
(Date of birth)
				owned
	Koichiro Yanagisawa	Apr. 1981	Joined Pioneer Corporation
	(January 18, 1959)	July 1992	Transferred to Q-TEC, Inc., Manager of
	Reelection		Accounting Section, General Affairs
			Department
	Tenure as Director	Apr. 2002	Manager, Business Management Section,
	2 years		International Business Division, Pioneer
	Tenure as Audit & Supervisory		Corporation
	Board Member	Nov. 2010	Joined the Company, Assistant to General		14,000
	1 year		Manager of Corporate Planning Dept.
	Attendance at Board of	June 2013	General Manager of Corporate Administration
	Directors meetings		Dept.
1	12/12	July 2017	Executive Officer and Deputy Senior General
	Attendance at Audit and		Manager of Administration Div.
	Supervisory Committee	June 2021	Full-time Audit & Supervisory Board Member
	meetings	June 2022	Director who is an Audit and Supervisory
	12/12		Committee Member (present position)
	Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member
	Koichiro Yanagisawa has extensive knowledge of business operations and corporate management and considerable
	expertise in finance and accounting, having served as an Executive Officer of the Company and as Deputy Senior
	General Manager of the Administration Division as well as General Manager of Corporate Administration Department.
	The Company has judged that he is suitable for the position based on his extensive experience and wide-ranging
	knowledge, and has nominated him again as a candidate for Director who is an Audit and Supervisory Committee
	Member.

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