Taiyo Yuden : Notice of Convocation of the 83rd Ordinary General Meeting of Shareholders,2024(2874KB)

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 damages arising from the translation.

(Securities Code: 6976) June 3, 2024

To Those Shareholders with Voting Rights:

Katsuya Sase

Representative Director, President and Chief Executive Officer

TAIYO YUDEN CO., LTD.

2-7-19, Kyobashi, Chuo-Ku, Tokyo, Japan

NOTICE OF CONVOCATION OF THE 83RD ORDINARY GENERAL MEETING OF

SHAREHOLDERS

You are cordially notified of the 83rd Ordinary General Meeting of Shareholders of TAIYO YUDEN CO., LTD. (the "Company").

If you are unable to attend the meeting, you may exercise your voting rights via the Internet or in writing (by mail), please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights so that your vote will arrive by 5:00 p.m., June 26, 2024 (Wednesday).

Date and Time: 2:00 p.m., June 27, 2024 (Thursday) (Reception desk opens at 1:30 p.m.)

Place:JP Tower Hall & Conference (KITTE 4th Floor) Hall, 2-7-2 Marunouchi, Chiyoda- ku, Tokyo, Japan

Agenda of the Meeting

Matters to be reported

Details of the Business Report, the Consolidated Financial Statements and the Non-Consolidated Financial Statements for the 83rd Fiscal Term (from April 1, 2023, to March 31, 2024), and results of the audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board

Matters to be resolved

Proposal No. 1: Dividends of Surplus

Proposal No. 2: Partial Amendments to the Articles of Incorporation

Proposal No. 3: Election of Seven (7) Directors (Excluding Directors who are Audit & Supervisory Committee Members)

Proposal No. 4: Election of Three (3) Directors who are Audit & Supervisory Committee Members

Proposal No. 5: Election of One (1) Substitute Director who is an Audit & Supervisory Committee Member

Proposal No. 6: Determination of the Amount of Remuneration for Directors (Excluding Directors who are Audit & Supervisory Committee Members)

Proposal No. 7: Determination of the Amount of Remuneration for Directors who are Audit & Supervisory Committee Members

Proposal No. 8: Determination of the Amount and Content of Stock Remuneration for Directors (Excluding Directors who are Audit & Supervisory Committee Members and Non-executive Directors including Outside Directors)

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Dividends of Surplus

The Company considers one of the most important issues for management to be the distribution of plentiful returns to its shareholders and strives to realize a steady increase of dividend.

It is proposed that the year-end dividend for the fiscal year under review be ¥45 per share as follows.

Year-end dividend

1. Type of dividend property: Cash
2. Matters regarding the allocation of dividend property to shareholders and its total amount: ¥45 per share (common stock of the Company)
   Total amount: ¥5,608,219,005
3. Effective date for dividends of surplus: June 28, 2024

▶For the basic policy regarding dividends of surplus, etc., refer to page 43.

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[Reference]

About the Transition to a Company with an Audit & Supervisory Committee

The Company proposes to transition to a Company with an Audit & Supervisory Committee subject to the approval of Proposal No. 2: Partial Amendments to the Articles of Incorporation. Each of Proposal No. 2 through to Proposal No. 8 relate to this transition, and therefore, when making these proposals, we will explain the purpose of the transition to a Company with an Audit & Supervisory Committee and will also provide an overview of the transition.

・Purpose of the Transition

Through the transition to a Company with an Audit & Supervisory Committee, the Company intends to promote the delegation of authority to Executive Directors in relation to decisions on important matters of business execution, and to expedite and streamline such decisions, while strengthening the supervisory function by granting Directors who are Audit & Supervisory Committee Members (including a plurality of Outside Directors) the right to vote at meetings of the Board of Directors. In these ways, the Company aims to strengthen and enhance its corporate governance structure and internal control system, thereby further improving corporate value.

・Governance Structure After the Transition

• TM Meeting: Abbreviation of Top Management Meeting, which is a meeting body to discuss matters concerning personnel and organization

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・Overview of the Transition

			Company with an Audit & Supervisory
			Board (Current Structure)
Organizations
Subject to		Audit & Supervisory Board
Change
Appointment		Appointment of Directors and Audit &
	Supervisory Board Members
Term of Office		Directors: 1 year
	Audit & Supervisory Board Members:
			4 years
Important
Decisions on the	Cannot be delegated to Directors
Execution of
Business
			Directors (including 3 Outside Directors) :
Composition		7
			Audit & Supervisory Board Members:
			4 (including 2 Outside Audit &
			Supervisory Board Members)
			Directors (including Outside Directors)
			¥500 million or less per year (including
		Cash	¥40 million or less to Outside Directors)
			Audit & Supervisory Board Members
			¥8 million or less per month
Remunerati
		Directors (excluding Non-executive
on for
		Directors including Outside Directors)
directors
(and other		Stock
officers)
	remuneration
		Stock compensation-type stock options
			・¥200 million or less per year
			・The total number of share acquisition
			rights (upper limit): 500 units
			・Up to 50,000 shares of the common
			stock of the Company

▼

Company with an Audit & Supervisory Committee (Structure After the Transition)

Audit & Supervisory Committee

Appointment Distinguishing Directors who are Audit & Supervisory Committee Members and other Directors

Directors (excluding Directors who are Audit & Supervisory Committee Members): 1 year

Directors who are Audit & Supervisory Committee Members: 2 years

With the exception of where prescribed by law, all or some may be delegated to Directors (excluding Directors who are Audit & Supervisory Committee Members)

Directors (including 5 Outside Directors): 10

	Directors (excluding Directors who are
	Audit & Supervisory Committee
	Members):
	7 (including 3 Outside Directors)
	Directors who are Audit & Supervisory
	Committee Members:
	3 (including 2 Outside Directors)
	Directors (excluding Directors who are
	Audit & Supervisory Committee
	Members):
Cash	¥500 million or less per year (including
¥40 million or less to Outside Directors)
	Directors who are Audit & Supervisory
	Committee Members
	¥8 million or less per month
	Directors (excluding Directors who are
	Audit & Supervisory Committee
	Members and Non-executive Directors
Stock	including Outside Directors)
Restricted stock remuneration by position
remuneration	・¥50 million or less per year
・Up to 12,500 shares of the common
	stock of the Company
	Performance-basedpost-delivery restricted
	stock remuneration
	・¥150 million or less per year
	・Up to 37,500 shares of the common
	stock of the Company

Applicable

Proposal

Proposal No. 2

Proposal No. 3

Proposal No. 4

Proposal No. 6

Proposal No. 7

Proposal No. 8

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Proposal No. 2: Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal

1. Through the transition to a Company with an Audit & Supervisory Committee, the Company intends to promote the delegation of authority to Executive Directors in relation to decisions on important matters of business execution, and to expedite and streamline such decisions, while strengthening the supervisory function by granting Directors who are Audit & Supervisory Committee Members (including a plurality of Outside Directors) the right to vote at meetings of the Board of Directors. In these ways, the Company aims to strengthen and enhance its corporate governance structure and internal control system, thereby further improving corporate value. Along with this transition, the Company will newly establish provisions regarding the Audit & Supervisory Committee and Directors who are Audit & Supervisory Committee Members, delete the provisions regarding the Audit & Supervisory Board and Audit & Supervisory Board Members, and newly establish the Supplementary Provisions as transitional measures accompanying the deletion of the provisions regarding the exemption of Audit & Supervisory Board Members from liability.
2. For the convenience of shareholders who own shares less than one unit, the Company will introduce a system to allow for additional purchase of shares less than one unit as stipulated in Article 194 of the Companies Act, and will newly establish Article 9 (Rights Regarding Shares Less Than One Unit) and Article 10 (Additional Purchase of Shares Less Than One Unit) to clarify the rights that may be exercised with respect to shares less than one unit.
3. In addition, the Company will make other necessary changes, such as deleting articles based on the former Commercial Code, changing the article numbers, adding and deleting article text, reorganizing wordings, and revising expressions.

2. Description of the amendment

The description of the amendments is as follows.

Please note that the amended Articles of Incorporation will become effective at the conclusion of this Ordinary General Meeting of Shareholders.

	(Underlined parts are to be amended.)
Current	Proposed amendment
CHAPTER I	CHAPTER I
GENERAL PROVISIONS	GENERAL PROVISIONS
(Trade Name)	(Trade Name)
Article 1	Article 1
The name of the Company shall be "TAIYO YUDEN	The name of the Company shall be "TAIYO YUDEN
Kabushiki Kaisha" and in English, "TAIYO YUDEN CO.,	Kabushiki Kaisha" and in English, "TAIYO YUDEN CO.,
LTD."	LTD." (Change in Japanese only; English unchanged)
(Purpose)	(Purpose)
Article 2	Article 2
The purpose of the Company is to conduct the following	The purpose of the Company is to conduct the following
business.	business. (Change in Japanese only; English unchanged)
1.-11. (Omitted)	1.-11. (Same as current)
(Location of Head Office)	(Location of Head Office)
Article 3	Article 3
The head office of the Company shall be located in Chuo-	The head office of the Company shall be located in Chuo-
ku, Tokyo.	ku, Tokyo. (Change in Japanese only; English unchanged)
(Organization)	(Organization)
Article 4	Article 4
The Company shall have the following organizations in	The Company shall have the following organizations in
addition to the General Meeting of Shareholders and	addition to the General Meeting of Shareholders and
Directors.	Directors.
(1) Board of Directors	(1) Board of Directors

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	Current		Proposed amendment
(2) Audit & Supervisory Board Members	(2)	Audit & Supervisory Committee
(3)	Audit & Supervisory Board		(Delete)
(4)	Accounting Auditors	(3)	Accounting Auditors
Article 5 (Omitted)	Article 5 (Same as current)
	CHAPTER II		CHAPTER II
	SHARES		SHARES
(Total Number of Shares Authorized to be Issued)	(Total Number of Shares Authorized to be Issued)
Article 6	Article 6
The total number of shares authorized to be issued by the	The total number of shares authorized to be issued by the
Company shall be 300,000,000 shares.	Company shall be 300,000,000 shares. (Change in Japanese
		only; English unchanged)
Articles 7−8 (Omitted)	Articles 7−8 (Same as current)
	(New)	(Rights Regarding Shares Less Than One Unit)
		Article 9
		Shareholders of the Company may not exercise rights other
		than those listed below with respect to shares less than one
		unit they hold:
		(1)	Rights listed in the items of Article 189, paragraph 2
			of the Companies Act;
		(2)	Right to make a demand under Article 166,
			paragraph 1 of the Companies Act;
		(3)	Right to receive an allotment of offered shares and
			offered share acquisition rights in proportion to the
			number of shares held by the shareholders; and
		(4)	Right to make the request prescribed in the following
			article.
	(New)	(Additional Purchase of Shares Less Than One Unit)
		Article 10
		Shareholders of the Company may, pursuant to the Share
		Handling Regulations, demand the sale of a number of
		shares which, together with the number of shares less than
		one unit they hold, constitute one share unit.
Articles 9−11(Omitted)	Articles 11−13(Same as current)
	CHAPTER III		CHAPTER III
	GENERAL MEETING OF SHAREHOLDERS		GENERAL MEETING OF SHAREHOLDERS
(Convocation)	(Convocation)
Article 12	Article 14
1. An Ordinary General Meeting of Shareholders of the	1.	An Ordinary General Meeting of Shareholders of the
	Company shall be convened within three (3) months		Company shall be convened within three (3) months
	following the last day of each business year.		following the last day of each business year. (Change
			in Japanese only; English unchanged)
2.	(Omitted)	2.	(Same as current)
Articles 13−16(Omitted)	Articles 15−18(Same as current)
	CHAPTER IV		CHAPTER IV
DIRECTORS AND THE BOARD OF DIRECTORS	DIRECTORS AND THE BOARD OF DIRECTORS
(Number of Directors)	(Number of Directors)

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	Current			Proposed amendment
Article 17	Article 19
The number of Directors of the Company shall be ten (10)		1. The number of Directors (excluding Directors who
or less.			are Audit & Supervisory Committee Members)of the
				Company shall be ten (10) or less.
	(New)		2. The number of Directors who are Audit &
				Supervisory Committee Members of the Company
				shall be five (5) or less.
(Method of Election)	(Method of Election)
Article 18	Article 20
1. Directors shall be elected at the General Meeting of		1. Directors shall be elected at the General Meeting of
	Shareholders.			Shareholders, distinguishing Directors who are Audit
				& Supervisory Committee Members from other
				Directors.
2.	(Omitted)	2.	(Same as current)
3.	(Omitted)	3.	(Same as current)
	(New)		4. In accordance with the provisions of Article 329,
				paragraph 3 of the Companies Act, in order to
				prepare for a case when the number of Directors who
				are Audit & Supervisory Committee Members
				stipulated by laws and regulations might be
				insufficient, the Substitute Directors who are Audit &
				Supervisory Committee Members shall be appointed
				at the General Meeting of Shareholders.
	(New)		5. The effective term of the resolution for election of
				Substitute Director who is an Audit & Supervisory
				Committee Member set forth in the preceding
				paragraph shall expire at the beginning of the
				Ordinary General Meeting of Shareholders relating
				to the last business year that ends within two (2)
				years after their election.
(Term of Office)	(Term of Office)
Article 19	Article 21
The term of office of Directors shall expire at the close of		1. The term of office of Directors (excluding Directors
the Ordinary General Meeting of Shareholders relating to			who are Audit & Supervisory Committee Members)
the last business year that ends within one (1) year after			shall expire at the close of the Ordinary General
their election.			Meeting of Shareholders relating to the last business
				year that ends within one (1) year after their election.
	(New)		2. The term of office of Directors who are Audit &
				Supervisory Committee Members shall expire at the
				close of the Ordinary General Meeting of
				Shareholders relating to the last business year that
				ends within two (2) years after their election.
	(New)		3. The term of office of a Director who is an Audit &
				Supervisory Committee Member who is elected as
				the substitute for a Director who is an Audit &
				Supervisory Committee Member who retired before
				the expiration of their term of office shall continue
				until the time the term of office of the Director who
				is an Audit & Supervisory Committee Member who
				retired from office is to expire.
(Representative Directors)	(Representative Directors)
Article 20	Article 22
The Company shall appoint the Representative Directors	The Company shall appoint the Representative Directors
by resolution of the Board of Directors.	from among Directors (excluding Directors who are Audit
		& Supervisory Committee Members)by resolution of the
		Board of Directors.

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Current	Proposed amendment
(Convener and Chairperson of the Board of Directors	(Convener and Chairperson of the Board of Directors
Meeting)	Meeting)
Article 21(Omitted)	Article 23(Same as current)
(New)	2. In the event that the Director set forth in the
	preceding paragraph is unable to act, another
	Director shall take their place in the order
	predetermined by the Board of Directors.
(Notice of Convocation of the Board of Directors Meeting)	(Notice of Convocation of the Board of Directors Meeting)
Article 22	Article 24
1. A notice of the convocation of the meeting of the	1. A notice of the convocation of the meeting of the
Board of Directors shall be issued to each Director	Board of Directors shall be issued to each Director at
and Audit & Supervisory Board Memberat least	least three (3) days prior to the date of such meeting.
three (3) days prior to the date of such meeting.	However, such period may be shortened in case of
However, such period may be shortened in case of	emergency.
emergency.
2. When all Directors and Audit & Supervisory Board	2. When all Directors give unanimous consent, the
Membersgive unanimous consent, the meeting of	meeting of the Board of Directors may be held
the Board of Directors may be held without	without following the convocation procedure.
following the convocation procedure.
(Omission of Resolution by the Board of Directors)	(Omission of Resolution by the Board of Directors)
Article 23	Article 25
The Company may deem that resolution at the meeting of	The Company may deem that resolutions to approve
the Board of Directors to approve the matter that requires	proposals have been adopted by the Board of Directors for
resolution at the meeting of the Board of Directorshas been	proposals submitted by Directors regarding matters subject
adopted, when all Directors have given their consents	to resolution by the Board of Directors, when all Directors
theretoin writing or through electronic record, except for	(limited to those who are entitled to participate in the vote
the case where any of the Audit & Supervisory Board	on such matters)have given their consents to the proposals
Members raises objection against it.	in writing or through electronic record.
Articles 24(Omitted)	Article 26(Same as current)
(Remuneration)	(Remuneration)
Article 25	Article 27
Remuneration, bonuses, and all other financial benefits	Remuneration, bonuses, and all other financial benefits
received by Directors from the Company in consideration	received by Directors from the Company in consideration
of execution of the duties (hereinafter referred to as	of execution of the duties shall be determined by resolution
"Remuneration")shall be determined by resolution of the	of the General Meeting of Shareholders, distinguishing
General Meeting of Shareholders.	Directors who are Audit & Supervisory Committee
	Members from other Directors.
Article 26(Omitted)	Article 28(Same as current)
(New)	(Delegation of Decisions on Execution of Significant
	Business to Directors)
	Article 29
	The Company may, pursuant to the provisions of Article
	399-13, paragraph 6 of the Companies Act, delegate all or
	part of the decisions on important business execution
	(excluding the matters listed in the items of paragraph 5 of
	that Article) to the Directors by resolution of the Board of
	Directors.

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	Current	Proposed amendment
	CHAPTER V	CHAPTER V
AUDIT & SUPERVISORY BOARD MEMBERS AND THE	AUDIT & SUPERVISORY COMMITTEE
	AUDIT & SUPERVISORY BOARD
(Number of Members)	(Delete)
Article 27
The number of Audit & Supervisory Board Members of the
Company shall be five (5) or less.
(Method of Election)	(Delete)
Article 28
1. Audit & Supervisory Board Members shall be
	elected at the General Meeting of Shareholders.
2.	Resolution for election of Audit & Supervisory
	Board Members shall be adopted by an affirmative
	vote of the majority of voting rights of shareholders
	present at the General Meeting of Shareholders, a
	quorum for which shall be the presence of
	shareholders with one-third (1/3) or more of the
	voting rights exercisable for such meeting.
3.	In accordance with the provisions of Article 329,
	paragraph 3 of the Companies Act, in order to
	prepare for a case when the number of Audit &
	Supervisory Board Members stipulated by laws and
	regulations might be insufficient, the Substitute
	Audit & Supervisory Board Members shall be
	appointed at the General Meeting of Shareholders.
4.	The effective term of the resolution for election of
	Substitute Audit & Supervisory Board Member set
	forth in the preceding paragraph shall expire at the
	beginning of the Ordinary General Meeting of
	Shareholders relating to the last business year that
	ends within four (4) years after their election.
(Term of Office)	(Delete)
Article 29

1. The term of office of Audit & Supervisory Board Members shall expire at the close of the Ordinary General Meeting of Shareholders relating to the last business year that ends within four (4) years after their election.
2. Based on paragraph 3 of the preceding article, the term of office of Audit & Supervisory Board Members assumed by Substitute Audit & Supervisory Board Member shall be the remaining term of their predecessors.
   However, that such term shall not exceed the closing of the Ordinary General Meeting of Shareholders relating to the last business year that ends within four
   (4) years after their election.

(Full-timeAudit & Supervisory Board Members)	(Full-timeAudit & Supervisory Committee Members)
Article 30	Article 30
The Audit & Supervisory Boardshall appoint the Full-time	The Audit & Supervisory Committee mayappoint the Full-
Audit & Supervisory Board Membersby resolution.	time Audit & Supervisory Committee Membersby
	resolution.
(Notice of Convocation of the Audit & Supervisory Board	(Notice of Convocation of the Audit & Supervisory
Meeting)	Committee Meeting)

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Current	Proposed amendment
Article 31	Article 31
1. A notice of the convocation of the meeting of the	1. A notice of the convocation of the meeting of the
Audit & Supervisory Boardshall be issued to each	Audit & Supervisory Committeeshall be issued to
Audit & Supervisory Board memberat least three (3)	each Audit & Supervisory Committee Memberat
days prior to the date of such meeting. However,	least three (3) days prior to the date of such meeting.
such period may be shortened in case of emergency.	However, such period may be shortened in case of
	emergency.
2. When all Audit & Supervisory Board Membersgive	2. When all Audit & Supervisory Committee Members
unanimous consent, the meeting of the Audit &	give unanimous consent, the meeting of the Audit &
Supervisory Boardmay be held without following	Supervisory Committeemay be held without
the convocation procedure.	following the convocation procedure.
(Regulations of the Audit & Supervisory Board)	(Regulations of the Audit & Supervisory Committee)
Article 32	Article 32
Any matter relating to the Audit & Supervisory Boardshall	Any matter relating to the Audit & Supervisory Committee
be governed by laws and regulations, the Articles of	shall be governed by laws and regulations, the Articles of
Incorporation as well as the Regulations of the Audit &	Incorporation as well as the Regulations of the Audit &
Supervisory Boardestablished by the Audit & Supervisory	Supervisory Committeeestablished by the Audit &
Board.	Supervisory Committee.
(Remuneration)	(Delete)
Article 33
Remuneration of the Audit & Supervisory Board Members
shall be determined by resolution of the General Meeting
of Shareholders.
(Liability Limitation Agreements with Audit & Supervisory	(Delete)
Board Members)
Article 34
In accordance with the provisions of Article 427, paragraph
1 of the Companies Act, the Company may enter into
agreements with Audit & Supervisory Board Members
which limit the liability for damages caused in relation to a
failure to perform their duty. However, the limit on liability
for damages under the said agreements shall be the amount
provided in the laws and regulations.
CHAPTER VI	CHAPTER VI
ACCOUNTS	ACCOUNTS
Articles 35−38(Omitted)	Articles 33−36(Same as current)
(Conversion of Convertible Bonds and Surplus Dividends)	(Delete)
Article 39
Payment of the first surplus dividends or interim dividends
to the shares issued by the conversion of convertible bonds,
it shall be considered that if the conversion request was
made between April 1 and September 30, the conversion
was made on April 1 and shall pay. Similarly, it shall be
considered that if the conversion request was made
between October 1 and March 31 of the following year, the
conversion was made on October 1.
(New)	[Supplementary Provisions]
	(Transitional Measures Relating to Liability Limitation
	Agreements with Audit & Supervisory Board Members)
	Agreements to limit any liability for damages under Article
	423, paragraph 1 of the Companies Act relating to acts by
	Audit & Supervisory Board Members (including those who

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