Sansha Electric Manufacturing : Notice of the 89th Annual Meeting of Shareholders (193KB)

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 7, 2023

To Our Shareholders:

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

Sansha Electric Manufacturing Co., Ltd.

President

Hajimu Yoshimura

Notice of the 89th Annual Meeting of Shareholders

We would like to thank you for your continued support.

You are hereby notified that the 89th 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 27 (Tuesday), 2023.

Sincerely yours,

		Details
1.	Date and Time:	Wednesday, June 28, 2023 at 10:00 a.m. (sign-in starts at 9:00 a.m.)
2.	Place:	4-2-1 Miyahara Yodogawa-ku, Osaka
		Hotel Mielparque Osaka, 4th Floor, room "Soleil"
		(Please see the "Access Map" at the end of the document)

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 89th business period (April 1, 2022 to March 31, 2023)

2. The non-consolidated financial statements for the 89th business period (April 1, 2022 to March 31, 2023)

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Matters to be resolved:

Proposal 1: Election of Six (6) Directors

Proposal 2: Determination of the Amount and Details of Performance-Based Stock Compensation, etc. for Directors

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: Election of Six (6) 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 Six (6) 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 and	Attendance at
No.					significant concurrent positions	board meetings
1	Hajimu Yoshimura					Representative Director, President	100%
	Reappointment
		Chairman of Board of Directors	(14/14 meetings)
2	Masaki Fujiwara					Director and Executive Vice President	100%
	Reappointment
		General Manager of Corporate Strategy	(14/14 meetings)
						Director and Senior Managing Operating Officer
						Chief Operating Officer of Power Supply System
						Manufacturing business
3	Hiroshi Zumoto					Executive General Manager, Power Supply System	100%
	Reappointment
		Manufacturing Division	(14/14 meetings)
						Chairman, SANREX LIMITED
						Chairman, SANSHA ELECTRIC MFG.
						(GUANGDONG) CO., LTD.
						Director and Managing Operating Officer
	Hajime Katsushima					Chief Operating Officer of Semiconductor business	100%
4		Reappointment			Executive General Manager, Technology, the Company
			(11/11 meetings)
						Chairman, SANSHA ELECTRIC MFG. (SHANGHAI )
						CO., LTD.
						Outside Director
			Reappointment		Outside Director, HASHIMOTO SOGYO HOLDINGS
5	Akira Uno					Ltd.	100%
	Independent		Fellow ,School of Business at Graduate School of
		(14/14 meetings)
						Economics, Kyoto University (Doctor of Economics)
			Outside Director		Senior Executive Fellow, DMG MORI Co., LTD.
						Special Assistant to the President, Kyoto University
			Reappointment		Outside Director
	Koichi Ina					100%
6		Independent		Outside Director, KUBOTA Corporation
		(14/14 meetings)
						Chairman, Central Japan Industries Association
			Outside Director

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

2. The Company entered into the Directors and Auditors 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 for riders of derivative actions are borne by each Director, and other premiums are borne by the Company. The renewal is scheduled in June 2023 at the full cost of the Company.

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Candidate		Name	Brief profile, position and responsibility at the Company	Number of the
	Company's
No.		(Date of birth)		(Significant concurrent positions)
		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.	24,600 shares
		Advisor, the Company
	(January 10, 1954;	Aug. 2014
		69 years of age)	Jan. 2015	Vice President and Operating Officer in charge of overall
					management, the Company
				June 2015	Director, Vice President and Operating Officer, Planning
1					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): 8 years

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Candidate		Name		Brief profile, position and responsibility at the Company	Number of the
		Company's
No.		(Date of birth)			(Significant concurrent positions)
			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,
						Matsushita Electric Industrial Co., Ltd.
		Reappointment
			May	2010	President, Panasonic Insurance Service Co., Ltd.
				24,600 shares
	Masaki Fujiwara
	Mar.	2014	Advisor, the Company
	(December 23, 1953;	June	2014	Director, Senior Managing Operating Officer, the Company
		69 years of age)
				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): 9 years

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