Sanshin Electronics : Notice of the 73rd Ordinary General Meeting of Shareholders

This document has been translated from the original document in Japanese. In the event of any discrepancy between this English translation and the original document in Japanese, the original document in Japanese shall prevail.

Stock Code: 8150

NOTICE OF THE 73rd ORDINARY

GENERAL MEETING OF SHAREHOLDERS

Time and Date of the Meeting: 10:00 a.m. on Friday, June 21, 2024 Reception starts at 9:00 a.m.

Venue:

Conference Room on the 10th floor of the Company's headquarters, at 4-12, Shiba 4-chome,Minato-ku, Tokyo

Agenda:

Item 1: Payment of Year-End Dividends of Surplus

Item 2: Partial Changes to the Articles of Incorporation

Item 3: Appointment of Eight (8) Directors (Except Directors Who are Audit & Supervisory Committee Members)

Item 4: Appointment of Five (5) Directors Who are Audit & Supervisory Committee Members

Item 5: Appointment of One (1) Substitute Director Who is an Audit & Supervisory Committee Member

Item 6: Determination of Amount of Remuneration, etc. for Directors (Except Directors Who are Audit & Supervisory Committee Members)

Item 7: Determination of Amount of Remuneration, etc. for Directors Who are Audit & Supervisory Committee Members

Item 8: Determination of Amount and Details of Performance-Share Compensation, etc. of Directors (Except Directors Who are Audit & Supervisory Committee Members)

If You are Unable to Attend the General Meeting of Shareholders Please exercise your voting rights on the Internet or in writing.

Deadline for exercise of voting rights: 5:10 p.m. on Thursday, June 20, 2024

No souvenirs will be distributed to attending shareholders.

Sanshin Electronics Co., Ltd.

NOTICE OF THE 73rd ORDINARY

GENERAL MEETING OF SHAREHOLDERS

Stock Code: 8150

May 31, 2024

Dear Shareholder:

The 73rd Ordinary General Meeting of Shareholders of Sanshin Electronics Co., Ltd. (the "Company"), will be held at 10:00 a.m. (reception starts at 9:00 a.m.) on Friday, June 21, 2024, in the Conference Room on the 10th floor of the Company's headquarters, at 4-12, Shiba 4-chome,Minato-ku, Tokyo.

When convening the General Meeting of Shareholders, the Company uses electronic provision measures for information that is the contents of reference materials, etc., for the General Meeting of Shareholders (matters subject to electronic provision measures). The information is posted on the Internet on the websites listed below. Please access either website to view the information.

Regarding this Notice, the Company will send the delivery document to all shareholders who requested delivery of written documents based on the applicable laws and regulations, and the Articles of Incorporation.

[Company Website] http://www.sanshin.co.jp/ir/meeting/

(Please access the website listed above and refer to "Convocation Notice" under "The 73rd (FY 2023) Ordinary General Meeting of Shareholders.")

[Websites Listing Materials for the General Meeting of Shareholders] https://d.sokai.jp/8150/teiji/

[Website Operated by the Tokyo Stock Exchange (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

(Please access the Tokyo Stock Exchange website listed above. In the "Company Name/Code" enter and search for "Sanshin Electronics or the Company's stock code "8150." Click "Basic information" - "Documents for public inspection/PR information," and then view the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" under "Filed information available for public inspection."

If you are unable to attend the General Meeting of Shareholders, you may exercise your voting rights via the Internet or in writing. Please refer to the reference materials for the General Meeting of Shareholders listed later in this Notice. Follow the instructions for "Information on How to Exercise Your Voting Rights" listed on page 2 and exercise your voting rights no later than 5:10 p.m. on Thursday, June 20, 2024.

Sincerely yours, Toshiro Suzuki Representative Director, COO Sanshin Electronics Co., Ltd.

4-12, Shiba 4-chome,Minato-ku, Tokyo, Japan

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Meeting Details

Agenda:

Items to be reported

1. The Business Report, the Consolidated Financial Statements, and the report of the audit of the consolidated accounts by the Accounting Auditors and Audit & Supervisory Board for the 73rd term, from April 1, 2023 to March 31, 2024, will be reported at the meeting.
2. The Non-Consolidated Financial Statements for the 73rd term, from April 1, 2023 to March 31, 2024, will be reported at the meeting.

Items to be resolved

Item 1: Payment of Year-End Dividends of Surplus

Item 2: Partial Changes to the Articles of Incorporation

Item 3: Appointment of Eight (8) Directors (Except Directors Who are Audit & Supervisory Committee Members)

Item 4: Appointment of Five (5) Directors Who are Audit & Supervisory Committee Members

Item 5: Appointment of One (1) Substitute Director Who is an Audit & Supervisory Committee Member

Item 6: Determination of Amount of Remuneration, etc. for Directors (Except Directors Who are Audit & Supervisory Committee Members)

Item 7: Determination of Amount of Remuneration, etc. for Directors Who are Audit & Supervisory Committee Members

Item 8: Determination of Amount and Details of Performance-Share Compensation, etc. of Directors (Except Directors Who are Audit & Supervisory Committee Members)

Information on How to Exercise Your Voting Rights:

(1) If you choose to exercise your voting rights in writing

Please exercise your voting rights by indicating your approval or disapproval on the enclosed proxy card, and return it to us so that it arrives no later than 5:10 p.m. on Thursday, June 20, 2024.

(2) If you choose to exercise your voting rights via the Internet

If you choose to vote via the Internet, please check page 4 of the original notice in Japanese, and vote on the Internet at the designated website no later than 5:10 p.m. on Thursday, June 20, 2024.

1. If you exercise your voting rights both in writing and via the Internet, the electronic exercise shall be deemed as valid. Similarly, if you exercise your voting rights multiple times via the Internet, or more than once using a PC, a smartphone and a mobile phone, the latest exercise shall be deemed as valid.

When attending the meeting in person, please present the enclosed proxy card at the reception desk.

The following items are not included in the document delivered with this Notice, because they are posted on the websites listed above in accordance with the applicable laws and regulations, and the provision of the Company's Articles of Incorporation.

Accounting Auditors and Auditors audit the documents subject to audit, including the following.

1. Notes to Consolidated Financial Statements
2. Notes to Non-consolidated Financial Statements

If any amendments are made to matters subject to electronic provision measures, the items before amendments and the items after amendments will be posted on the websites listed above.

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Reference Materials for the General Meeting of Shareholders

Item 1: Payment of Year-End Dividends of Surplus

The Company considers profit returns to its shareholders as one of the most important management issues. The Company's basic policy is to determine dividends by comprehensively considering the need to maintain a balance between rewarding of shareholders, investment to gain opportunities for growth, attainment of sufficient retained earnings to enable sustainable growth, and improvement in capital efficiency. Under this policy, the Company has set a target for its dividend payout ratio of around 50% on a consolidated basis. We currently plan to pay the year-end dividends for the fiscal year under review as follows.

Type of dividends

Allocation and total of year-end dividends

Date of commencement of payment of dividends of surplus

Cash

We propose to pay a year-end dividend of ¥70 per share, with the total payment of ¥864,821,090.

(Combined with the already paid interim dividend, the annual dividend thus becomes ¥105 per share.)

June 24, 2024

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Item 2: Partial Changes to the Articles of Incorporation

1. Reason for proposal

In order to strengthen the supervisory functions of the Board of Directors, further buttress corporate governance and speed up management decision-making, the Company wishes to transition from a company with board of company auditors to a company with Audit & Supervisory Committee. To fulfill this aim, the Company is reorganizing provisions as necessary and making the changes listed below:

・Establishment of new rules for Directors who are also Audit and Supervisory Committee members and for the Audit and Supervisory Committee

・Elimination of certain rules regarding Corporate Auditors and the Board of Corporate Auditors

・Establishment of new rules to enable decisions on the execution of important duties to be delegated to Directors ・Establishment of new by-laws regarding the effective status of the eliminated rules

2. Contents of changes

The contents of the changes are as follows.

Changes to Articles of Incorporation in this agenda item come into effect as of the closing of this General Meeting of Shareholders.

				(The modifications are underlined.)
	Current Articles of Incorporation	Proposals for changes
		Chapter 1: General Provisions	Chapter 1: General Provisions
Article 1 to 3		Article 1 to 3
(Governing Body)	(Governing Body)
Article 4		Article 4
In addition to the General Meeting of Shareholders and	In addition to the General Meeting of Shareholders and
Directors, the Company shall have the following bodies:	Directors, the Company shall have the following
1)	Board of Directors	bodies:
2)	Corporate Auditors	1) Board of Directors
3)	Board of Corporate Auditors	2) Audit & Supervisory Committee
4) Accounting Auditors	< Deletion >
			3) Accounting Auditors

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	Current Articles of Incorporation
(Method of Public Notices)
Article 5

Chapter 2: Company Stock

Article 6 to 10 Chapter 3: General Meeting of Shareholders Article 11 to 17

Chapter 4: Directors and Board of Directors (Number of Directors)

Article 18

The number of Directors of the Company shall be no more than fifteen (15).

	Proposals for changes
(Method of Public Notices)
Article 5
Chapter 2: Company Stock
Article 6 to 10
Chapter 3: General Meeting of Shareholders
Article 11 to 17

Chapter 4: Directors and Board of Directors

(Number of Directors)

Article 18

1. The number of Directors of the Company shall be no more than nine (9) (not including Directors who are also Audit and Supervisory Committee members).
2. The number of Directors of the Company Who are Audit & Supervisory Committee members shall be no more than six (6)

(Election of Directors)	(Election of Directors)
Article 19	Article 19
	1. Directors of the Company Who are Audit &
	Supervisory Committee members shall be distinguished
	from Directors of the Company who are not Audit &
	Supervisory Committee members, and both shall be
	appointed at a General Meeting of Shareholders.
The election of Directors shall be adopted at a General	2. The election of Directors shall be adopted at a General
Meeting of Shareholders where shareholders holding	Meeting of Shareholders where shareholders holding one-
one-third (1/3) or more of the voting rights of all	third (1/3) or more of the voting rights of all shareholders
shareholders entitled to exercise voting rights are present	entitled to exercise voting rights are present and by a
and by a majority vote of the voting rights of the	majority vote of the voting rights of the shareholders
shareholders present.	present.
2.Elections as referred to in Paragraph (1) hereof shall	3. Elections as referred to in Paragraph (1) hereof shall not
not be made by cumulative voting.	be made by cumulative voting.

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Current Articles of Incorporation (Term of Office)

Article 20

The term of office of a Director shall expire at the conclusion of the Ordinary General Meeting of Shareholders held with respect to the last closing of business year ending within one (1) year from his/her appointment of office.

Proposals for changes

(Term of Office) Article 20

1. The term of office of a Director (except Directors Who are Audit & Supervisory Committee members)shall expire at the conclusion of the Ordinary General Meeting of Shareholders held with respect to the last closing of business year ending within one (1) year from his/her appointment of office.
2. The term of office of a Director Who are Audit & Supervisory Committee members shall expire at the conclusion of the Ordinary General Meeting of Shareholders held with respect to the last closing of business year ending within two (2) years from his/her appointment of office.

	3. The term of office of Directors of the Company Who
	are Audit & Supervisory Committee members and are
	appointed to replace former Directors of the Company
	who were Audit & Supervisory Committee members
	shall be the remainder of the term of office of the
	Directors of the Company who were Audit &
	Supervisory Committee members whom they replaced.

(Representative Directors, etc.) Article 21

1. The Board of Directors shall appoint one or more Representative Directors from among the Directors.
2. The Board of Directors may, by its resolution, appoint one Chairman and one President, and Deputy Presidents, Executive Vice Presidents, Senior Vice Presidents and Advisors.

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(Representative Directors, etc.) Article 21

1. The Board of Directors (except Directors Who are Audit & Supervisory Committee members) shall appoint one or more Representative Directors from among the Directors.

Current Articles of Incorporation (Convocation)

Article 22

1. Notice of convocation of a meeting of the Board of Directors shall be sent to each Director and Corporate Auditorthree (3) days in advance the date for such meeting; provided, however, that such period may be shortened in case of emergency.
2. When a Director makes a proposal in regard to an issue for resolution by the Board of Directors, that resolution shall be considered to have been approved by the Board of Directors if all Directors who may join in on the resolution of that matter express their intent of agreement in written or electromagnetic form and the Corporate Auditors do not voice an objection.

Proposals for changes

(Convocation) Article 22

1. Notice of convocation of a meeting of the Board of Directors shall be sent to each Director three (3) days in advance the date for such meeting; provided, however, that such period may be shortened in case of emergency.
2. When a Director makes a proposal in regard to an issue for resolution by the Board of Directors, that resolution shall be considered to have been approved by the Board of Directors if all Directors who may join in on the resolution of that matter express their intent of agreement in written or electromagnetic form.

(Delegation of Decisions on Execution of Important Duties)

Article 23

As specified in Article 399-13, Paragraph 6 of the Company Law, the Company may, by resolution of the Board of Directors, delegate some or all decisions on execution of important duties (except those listed in each Item of Paragraph 5 of the Article) to Directors.

Article 23 to 24

Article 24 to 25

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Current Articles of Incorporation	Proposals for changes
Chapter 5: Corporate Auditors and Board of Corporate
Auditors
(Election of Corporate Auditors)
Article 25
The election of Corporate Auditors shall be adopted at a
General Meeting of Shareholders where shareholders
holding one-third (1/3) or more of the voting rights of all
shareholders who are entitled to exercise voting rights are
present and by a majority vote of the voting rights of the
shareholders present.
(Term of Office)
Article 26
1. The term of office of a Corporate Auditor shall expire
at the conclusion of the Ordinary General Meeting of
Shareholders held with respect to the last closing of
business year ending within four (4) years from his/her
appointment of office.
2. The term of office of any Corporate Auditor who is
elected to fill a vacancy shall expire at the time of
expiration of the term of office of the retired Corporate
Auditor.
(Standing Corporate Auditors)
Article 27
The Board of Corporate Auditors shall appoint Standing
Corporate Auditors from among the Corporate Auditors.
(Convocation)
Article 28
Notice of convocation of a meeting of the Board of
Corporate Auditors shall be sent to each Corporate
Auditor three (3) days in advance to the date for such
meeting; provided, however, that such period may be
shortened in case of emergency.
(Regulations of Board of Corporate Auditors)
Article 29
Unless otherwise provided for by laws or ordinances or
these Articles of Incorporation, the Board of Corporate
Auditors shall be governed by the Regulations of the
Board of Corporate Auditors established by the Board of
Corporate Auditors.

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Current Articles of Incorporation	Proposals for changes
(Release of Liability of Corporate Auditor)
Article 30

1. Pursuant to the provisions of Article 426, Paragraph 1 of the Company Law, the Company may release liability for damage in the event that the Corporate Auditor (including those who previously held these positions) fails to perform his/her duties, through a resolution of the Board of Directors.

2. The Company may enter into a contract for limitation
of liability with a Corporate Auditor ,
pursuant to the provisions of Article 427,Paragraph 1 of
the Companies Act , to limit liability for damage in the
event that he/she fails to perform his/her duties. However,
the amount of their liability under these agreements is
limited by laws and regulations.
	Chapter 5: Audit & Supervisory Committee
	(Full-time Audit & Supervisory Committee members)
	Article 26
	The Audit & Supervisory Committee may, by its
	resolutions, select full-time Audit & Supervisory
	Committee members.
	(Notices of Convocation of the Audit and Supervisory
	Committee)
	Article 27
	Notices of convocation of the Audit & Supervisory
	Committee are in principle issued to the Audit &
	Supervisory Committee members no later than three (3)
	days before the date of the meeting. However, in urgent
	cases this notice period may be shortened.
	(Regulations of the Audit & Supervisory Committee)
	Article 28
	Items related to the Audit & Supervisory Committee are
	determined by law, in these Articles of Incorporation and
	in the Regulations of the Audit & Supervisory
	Committee as determined by the Audit & Supervisory
	Committee.

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