Yamaichi Electronics : Notice of Convocation Annual General Meeting 2023

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 13, 2023 Start date of measures for electronic provision: June 7, 2023

To our shareholders:

Junichi Kameya President

YAMAICHI ELECTRONICS CO., LTD.

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

NOTICE OF THE 68TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

We are pleased to inform you of the 68th Ordinary General Meeting of Shareholders 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 "2023 Ordinary General Meeting of Shareholders" to review the information.)

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (Japanese only)

(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 27, 2023 (JST) after considering the following Reference Documents for the General Meeting of Shareholders.

1. Date and Time: Wednesday, June 28, 2023 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 68th Term (from April 1, 2022 to March 31, 2023), 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 68th Term (from April 1, 2022 to March 31, 2023)

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)

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Proposal 3: Election of one (1) substitute Director who is an Audit and Supervisory Committee Member

Proposal 4: Change of the transfer restriction period for the shares with transfer restrictions granted to Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors)

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, the exercise of voting rights via the Internet will be treated as a valid exercise of voting rights.
   3. If you exercise your voting rights more than once via the Internet, 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.
• In accordance with a revision of the Companies Act, in principle you are to check items subject to measures for electronic provision by accessing either of the websites mentioned above, and we have decided to deliver paper-based documents stating the items only to shareholders who request the delivery of paper-based documents by the record date. However, for this general meeting of shareholders, 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.
  Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article 15 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 69 yen per share as follows.

Including the interim dividend of 35 yen per share, the annual dividend per share will be 104 yen per share.

Type of dividend property Cash

Allocation of dividend property and total amount thereof 69 yen per common share of the Company

Total amount of dividends: 1,430,808,288 yen Effective date of distribution of dividends of surplus June 29, 2023

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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 this General Meeting of Shareholders, 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 and Managing Executive Officer	Reelection
4	Kazuhiro Matsuda	Director and Senior Executive Officer	Reelection
5	Nobuhiro Kishimura	Director and Senior Executive Officer	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). In the event 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.	135,600
	June 2010	Audit & Supervisory Board Member of the
	10 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.	65,500
	June 2013	Director and Senior Executive Officer
	10 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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