Kyosan Electric Manufacturing : Notice of Convocation of the 157th Ordinary General Meeting of Shareholders (444KB）

2. Place:

Kyosan Conference Room

2-29-1Heian-cho,Tsurumi-ku, Yokohama

(from April 1, 2021 to March 31, 2022) and Reports of Audit of the

Consolidated Financial Statements by the Accounting Auditors and

Audit & Supervisory Board

2. Report on the Financial Statements for the 157th Term (from April 1,

Matters to be Resolved:

2021 to March 31, 2022)

Appropriation of Surplus

Proposal No. 1:

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

Proposal No. 3:

Election of Eight (8) Directors

Proposal No. 4:

Election of One (1) Substitute Audit & Supervisory Board

Member

Proposal No. 5:

Continuation of Countermeasures to Large-Scale Purchases of

Kyosan Shares (Defensive Measures against Takeovers)

13 yen per share of Kyosan's common stock

total amount 815,676,420 yen

(3) Surplus dividend effective date

June 27, 2022

(Underlined parts are to be amended)

Current Articles of Incorporation

Proposed Amendments

Article 16 (Deemed Provision of Reference

(Deleted)

Documents and other document for

the Ordinary General Meeting of

Shareholders Through Disclosure

on the Internet)

If the Company discloses information

relating to matters to be stated or indicated

in the Reference Documents, Business

Report, Non-consolidated Financial

Statements and Consolidated Financial

Statements in connection with the

convening of the Ordinary General Meeting

of Shareholders through the Internet in

accordance with the Ordinance of the

Ministry of Justice, the Company may deem

that it has provided the same to

shareholders.

(Newly established)

Article 16 (Measures for electronic provision,

etc.)

In the convening of the Ordinary General

Meeting of Shareholders, the Company

shall provide electronically information that

is the content of Reference Documents for

the Ordinary General Meeting of

Shareholders, etc.

Current Articles of Incorporation

Proposed Amendments

2. Of the matters to which electronic

provision measures apply, the Company

may choose not to record all or part of

matters stipulated in the Ordinance of the

Ministry of Justice in the physical

documents provided to shareholders who

made requests for provision of physical

documents by the record date for voting

rights.

(Newly established)

(Supplementary provisions)

1. The amendments to Article 16 of the

Articles of Incorporation shall take effect

from the date of enforcement of the revised

stipulations stipulated in the proviso of

Article 1 of the supplementary provisions of

the Act Partially Amending the Companies

Act (Act No. 70 of 2019; the "Enforcement

Date").

2. Notwithstanding the provisions of the

previous paragraph, Article 16 (Deemed

Provision of Reference Documents and

other document for the Ordinary General

Meeting of Shareholders Through

Disclosure on the Internet) of the Articles of

Incorporation shall remain valid for general

meetings of shareholders held on a day that

is within six months of the Enforcement

Date.

3. These supplementary provisions shall be

deleted on the day after which six months

have elapsed since the Enforcement Date or

the day after which three months have

elapsed since the day of the General

Meeting of Shareholders in the previous

paragraph, whichever is later.

Specialization

Nomination

Corporate management

Global experience

Technology development

Financial accounting

Legal

No.

Name

Current Positions and

and

and

Assignments in the Company

Remuneration

Committee

Representative Director

Ryoji Kunisawa

(Assigned to be in charge of

●

●

●

●

1

Reappointment

Internal Auditing Office),

President

(In charge of R&D Center)

Representative Director, Senior

Managing Executive Officer

Toru Onodera

(General Manager, Group

●

●

●

●

2

Reappointment

Management Headquarters;

General Manager, Corporate

Strategy Office; in charge of

ERP Project Office)

3

Tsutomu Tokodai

Director, Chairman

●

●

Reappointment

Director, Managing Executive

Kenjiro Kanzawa

Officer

●

●

4

Reappointment

(In charge of Finance &

Accounting Dept.)

Director, Executive Officer

Ryu Hihara

(Deputy General Manager,

●

●

●

5

Reappointment

Power Electronics Division; in

charge of Legal Dept. and

Intellectual Property Dept.)

Director

Hiroshi Sumitani

Reappointment

●

●

●

6

Chairman of the Board of

Outside

Directors

Independent

Reappointment

7

Mihoko Kitamura

Director

●

●

●

Outside

Independent

Director

Hiroyuki Sasa

Reappointment

●

●

●

●

8

Chairman of the Nomination and

Outside

Remuneration Committee

Independent