Renesas Electronics : Notice of the 22nd Annual General Meeting of Shareholders

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(Translation)

Renesas Electronics Corporation

Securities Code: 6723

3-2-24 Toyosu, Koto-ku, Tokyo

Hidetoshi Shibata

Representative Director, President and CEO

March 7, 2024

(Commencement Date of Electronic Provision: March 1, 2024)

To Our Shareholders:

NOTICE OF THE 22ND ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Twenty-Second Annual General Meeting of Shareholders (the "General Meeting") of Renesas Electronics Corporation (the "Company") will be held as follows.

The General Meeting will be held online as a "Shareholders Meeting without a Designated Location" (so-calledVirtual-Only Shareholders' Meeting) pursuant to the provisions of the laws and regulations and the Company's Articles of Incorporation. Since there is no physical venue where you can visit, we request your attendance via the Internet.

In convening the General Meeting, we have posted, as electronic provision of the materials, etc., the matters that may be provided in electronic format (i.e., information contained in the Reference Documents for the General Meeting, etc.) on the following our website with the title "Notice of the 22nd Annual General Meeting of Shareholders".

In addition, the same matters have been posted on the following Tokyo Stock Exchange's website and can be viewed by entering or searching for an issue name (company name) or securities code, and selecting "Basic information," and then selecting "Documents for public inspection/PR information."

• Tokyo Stock Exchange's website>https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

You may, and are recommended to, exercise your voting rights via the Internet or in writing in advance if you are unable to attend the General Meeting, or, even if you plan to attend the General Meeting, as a precaution against communication problems or other difficulties. If you plan to exercise your voting rights by these methods, you need to exercise your voting rights by 5:30 P.M. on March 25, 2024 (Monday) (Japan Standard Time), after reviewing the Reference Documents for the General Meeting below and in accordance with the guidance on page 7 of this notice.

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(Translation)

1. DATE AND TIME: March 26, 2024 (Tuesday) at 9:00 A.M. (Japan Standard Time)
2. • Please note that the opening time has changed since last year's meeting.
   • You will be able to login from 8:30 A.M. (JST)
   • In the event it becomes difficult to hold the General Meeting on the date and time above due to communication problems or other reasons, the meeting will be postponed to March 28, 2024 (Thursday) at 9:00 A.M. (JST). In such a case, we will make an announcement to that effect on our website.
     (https://www.renesas.com/us/en/about/investor-relations)
3. METHOD OF HOLDING: Shareholders Meeting without a Designated Location

(Virtual-Only Shareholders' Meeting).

• To attend the meeting, please login to the dedicated website for the General Meeting (https://web.sharely.app/login/renesas22).
  For more information, please refer to "Guide to the Virtual-Only Shareholders' Meeting" on page 4 onward.
• Since the General Meeting will be held entirely online, there is no physical venue where you can visit.

3. AGENDA OF THE GENERAL MEETING:

MATTERS TO BE REPORTED ON:

Report on the Business Report, Consolidated Financial Statements and Non- consolidated Financial Statements, and report on the results of the audit conducted on the Consolidated Financial Statements by the independent auditors and the Board of Corporate Auditors with respect to the 22nd Business Period from January 1, 2023 to December 31, 2023.

MATTERS TO BE VOTED ON:

Proposal 1: Distribution of Dividends from Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation (No.1: Related to Distribution of Dividends from Surplus, etc.)

Proposal 3: Partial Amendments to the Articles of Incorporation (No.2: Transition to a Company with a Nomination Committee, etc.)

Proposal 4: Election of Six (6) Directors

• The communication method used for sending and receiving information in the proceedings of the General Meeting will be via the Internet.
• In the event that a shareholder who has exercised the voting rights via the Internet or in writing in advance attends the General Meeting, if the shareholder exercises the voting rights in duplicate, the voting exercised at the General Meeting will be regarded as effective, and, if the shareholder has not exercised the voting rights at the General Meeting, the voting rights exercised in advance will be regarded as effective. If a shareholder who has not exercised the voting rights in advance logs into the dedicated website for the General Meeting on the day of the meeting, but the exercise of the voting rights by such shareholder cannot be confirmed, such shareholder will be treated as absent.
• A resolution will be adopted at the beginning of the General Meeting to grant the chairperson the authority to decide to postpone or adjourn the General Meeting in the event the proceedings of the General Meeting are significantly impeded due to communication problems or other reason. If the chairperson decides to postpone or adjourn the General Meeting in accordance with such resolution, the meeting so postponed or adjourned will be held on March 28, 2024 (Thu) at 9:00 A.M. (JST). In such case, we will promptly make an announcement to that effect on our website (https://www.renesas.com/us/en/about/investor-relations).
• For shareholders who have not made a request for delivery of documents in paper-based format, we have sent the Reference Documents for the General Meeting together with a summary of the Business Report. For shareholders who have made a request for delivery of documents in paper-based format, we have sent documents containing the matters that may be provided in electronic format except for the matters that may be omitted in accordance with the laws and regulations and the Company's Articles of Incorporation.
• Any corrections or amendments made to the matters that may be provided in electronic format, etc. will be posted on the respective websites where they are posted.
• We would like to invite you to attend a shareholder roundtable session, which will be held via the Internet after the closing of the General Meeting. For more information, please refer to the information accessible by clicking on the "Handout" tab at the bottom of the screen of the dedicated website for the General Meeting.

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(Translation)

Guide to the Virtual-Only Shareholders' Meeting

The General Meeting will be held in the form of a Virtual-Only Shareholders' Meeting using the Internet communication only.

• There is no venue (including a viewing room) for shareholders to visit.
• Attendance at a Virtual-Only Shareholders' Meeting is treated as "attendance" at a general shareholders' meeting under the Companies Act.
• At the Virtual-Only Shareholders' Meeting, you can ask questions and exercise voting rights in respect of each proposal presented at the General Meeting, while viewing the proceedings of the General Meeting live on the Internet.

• Access the following URL or QR code to join the General Meeting.https://web.sharely.app/login/renesas22
• Reasons for Adoption of Virtual-Only Shareholders' Meeting

The Company's Board of Directors has considered the method of holding the General Meeting by considering, among others, the circumstances surrounding the Company, the proposals presented at the General Meeting, as well as shareholders' opinions, and has decided to hold the General Meeting in the form of a Virtual-Only Shareholders' Meeting for the following reasons:

1. Providing participation opportunities: This method is expected to promote the exercise of shareholders' voting rights and dialogue with shareholders at the General Meeting by minimizing any impact of location and time constraints as far as possible and providing all shareholders with equal opportunities to participate in the General Meeting. Also, as oral questions will be introduced at the General Meeting, shareholders may ask their questions both orally and by text, whichever is convenient for them.
2. Avoiding physical constraints: This method can provide shareholders with opportunities to participate in the General Meeting without physical constraints, such as venue capacity, even under the Company's recent circumstances where the number of its shareholders exceeds 100,000.
3. Reducing the burden on shareholders: Attendance by shareholders with fewer physical or time constraints will contribute to revitalization, efficiency and facilitation of the General Meeting, and in turn, to the interests and convenience of our shareholders.
4. Equality among attendees: By selecting a Virtual-Only Shareholders' Meeting instead of a hybrid one, which tends to create a sense of inequality in terms of participation awareness between shareholders who attend the General Meeting in person and those who attend online, it is possible to operate the General Meeting in a more equal manner.
5. Promoting dialogue with overseas officers: As the Company has many overseas directors and executive officers, it is appropriate to have overseas directors and executive officers participate in the General Meeting in the same manner as other directors and executive officers, and provide answers to shareholders' questions, from the perspective of promoting dialogue with shareholders.
6. Shareholder endorsement: A proposal to amend the Articles of Incorporation which enables the holding of Virtual-Only Shareholders' Meetings was approved by approximately 87.7% of the votes case in favor at our annual general meeting of shareholders held 2 years ago, and many shareholders continued to give favorable opinions in the questionnaire for shareholders at our general meeting of shareholders last year.
7. Other circumstances: There are no special circumstances, such as shareholder proposals, that would render it more desirable to hold the General Meeting at a physical venue.

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(Translation)

Prior to the General Meeting

Access the Virtual Shareholders' Meeting System (Sharely). ・Check whether you can log in to the system in advance.

・Update your browser to the latest version. (The browser list is on page 6)

• Login screen:https://web.sharely.app/login/renesas22

The page will appear in Japanese. Please click below to switch to English.

Look at materials.

・Confirm from our website. https://www.renesas.com/us/en/about/investor-relations/event/meeting

・Confirm from the virtual shareholder meeting system (Sharely). https://web.sharely.app/login/renesas22

Ask a question in advance.

• You can ask a question in advance from the Virtual Shareholders' Meeting system (Sharely).
• We will provide a response at the General Meeting regarding matters of common interest to many shareholders.

Exercise voting rights.

Voting rights can be exercised in advance in two ways.

Shareholders who plan to attend the General Meeting are also kindly requested to exercise the voting rights in advance for unexpected communication problems, etc. (Instructions are on page 7.)

Exercising voting rights via the Internet

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(Translation)

Recommended environment for using the Virtual Shareholders' Meeting System (Sharely)

• Google Chrome latest version
• Microsoft Edge latest version
• Firefox latest version
• Safari latest version

We have not confirmed operation in usage environments other than those listed above.

Note that even in the above usage environment, you may not be able to use it depending on your computer, network environment, etc.

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(Translation)

Guidance for Exercising Voting Rights

Voting rights at a general meeting are important rights for shareholders.

• We request that you exercise your voting rights after reviewing the Reference Documents for the General Meeting below.
• Shareholders who plan to attend the General Meeting are also kindly requested to exercise the voting rights in advance for unexpected communication problems, etc.

1. Exercise in advance (For those who will exercise voting rights in advance)

Exercise of voting rights in writing

Please indicate your vote for or against in respect of each proposal in the enclosed voting right exercise form and return it in time for it to be delivered to us by the voting deadline below.

If you return the voting right exercise form with no indication of approval or disapproval of any proposal, your vote will be regarded as having indicated approval.

Voting deadline: 5:30 P.M., March 25, 2024 (Mon) (JST) (Time of receipt)

Exercise of voting rights via the Internet

Please input your vote for or against in respect of each proposal by using the "Smart Vote" method, through which you scan the QR code printed on the voting right exercise form with your smartphone, or by accessing the voting right exercise website (https://www.web54.net) maintained by the Company's transfer agent via a PC, etc., and

entering the "voting right exercise code and password" printed on the enclosed voting right exercise form.

Institutional investors who applied in advance to use the "electronic voting platform" operated by ICJ, Inc. may exercise their voting rights via said platform.

Voting deadline: 5:30 P.M., March 25, 2024 (Mon) (JST)

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(Translation)

1. If you exercise your voting rights in duplicate, via the Internet and in writing, we will only accept as effective the exercise of your voting rights via the Internet.
2. If you exercise your voting rights more than once via the Internet, we will only accept as effective the last exercise of your voting rights.

2. Exercise of voting rights at the General Meeting

Please log in to the virtual shareholders' meeting system below (Sharely) and exercise the voting rights as directed by the chairman. https://web.sharely.app/login/renesas22

You can check the image of the screen from the following. https://www.renesas.com/jp/en/document/oth/manual-22nd-annual-general-meeting-hareholders

Contact Information

1. Exercise voting rights in advance (How to operate your PC or smartphone to exercise voting rights via the Internet)
   Sumitomo Mitsui Trust Bank, Limited Agency Web Support
   Phone: 0120-652-031(toll-free only from Japan) * In Japanese only 9:00 A.M. - 9:00 P.M. on weekdays until March 25 (Mon) (JST)
2. Exercise of voting rights at the General Meeting

System operating company

Phone: + 81-3-6416-5286 * In Japanese only

10:00 A.M.- 5:00 P.M. on weekdays after March 7 (Thu) (JST)

From 8:00 A.M. on the day (March 26, JST) until the closing of shareholder roundtable session

3. For inquiries in English, please email us at the address below. Administration Office of the General Meeting, Renesas Electronic Corporationagm@lm.renesas.com

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