Note: This document is a translation of 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from this translation.

(Stock Exchange Code 6506)

May 7, 2024

To Shareholders with Voting Rights:

Masahiro Ogawa

Representative Director, President

YASKAWA Electric Corporation

2-1 Kurosakishiroishi, Yahatanishi-ku

Kitakyushu, Japan

NOTICE OF

THE 108TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

You are cordially invited to attend the 108th Annual General Meeting of Shareholders of YASKAWA Electric Corporation (the "Company"). The meeting will be held for the purposes described below.

In convening this General Meeting of Shareholders, the Company has taken electronic measures to provide information contained in the Reference Documents for the General Meeting of Shareholders, etc. (the "Matters to be Provided Electronically") pursuant to the provisions of laws and regulations and the Company's Articles of Incorporation. Matters to be Provided Electronically is posted on each following website on the Internet under "Notice of the 108th Annual General Meeting of Shareholders." Please access any of the websites to view the information.

The Company's Website

http://www.yaskawa-global.com/ir/stocks/meeting

(Top Page > Investor relations > Stock & bond information > General shareholders meetings)

Website for Materials for the General Meeting of Shareholders

https://d.sokai.jp/6506/teiji/

(In Japanese only)

If you do not attend the meeting, you can exercise your voting rights in writing (by mail) or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders. If exercising your voting rights in writing, please enter your vote for or against the proposal on the Voting Rights Exercise Form sent with this convocation notice and return it so that it is received by 5:00 p.m. on Tuesday, May 28, 2024, Japan time. If exercising your voting rights via the Internet, please access the website designated by the Company (https://soukai.mizuho-tb.co.jp/), and exercise your voting rights by 5:00 p.m. on Tuesday, May 28, 2024, Japan time.

- 1 -

1.

2.

Date and Time:

Wednesday, May 29, 2024, at 10:00 a.m. Japan time (Doors open at 9:00 a.m.)

Venue:

Head Office of the Company

2-1 Kurosakishiroishi, Yahatanishi-ku, Kitakyushu, Japan

3.

Meeting Agenda:

Matters to be

1.

The Business Report and Consolidated Financial Statements for

reported:

the Company's 108th Fiscal Year (March 1, 2023 - February

29, 2024), and results of audits of the Consolidated Financial

Statements by the Accounting Auditor and the Audit and

Supervisory Committee

2.

Non-consolidated Financial Statements for the Company's

108th Fiscal Year (March 1, 2023 - February 29, 2024)

Proposal to

Proposal: Election of 4 Directors (excluding Directors who are

be resolved:

Members of the Audit and Supervisory Committee)

4.

Matters related to

(1)

If you exercise your voting rights both in writing (by mail) and via the Internet,

exercise of Voting

we will treat your vote cast via the Internet as the valid exercise of your voting

Rights:

rights, regardless of the time or date of arrival of your vote.

If you exercise your voting rights several times via the Internet, we will treat the

most recent vote as the valid exercise of your voting rights.

(2)

If you exercise your voting rights in writing (by mail) and do not indicate for or

against each proposal on the voting form, we will treat it as an indication of

approval.

(3)

If you wish to exercise your voting rights by proxy, please appoint a proxy who

is a shareholder of the Company with voting rights. The proxy will be requested

to submit a document certifying the status of the proxy at the reception desk

upon arrival at the meeting.

  • When attending the meeting, please submit the Voting Rights Exercise Form sent with thisconvocation notice at the reception desk.
  • In the case of any revisions to the Matters to be Provided Electronically, notice and the information before and after the revisions will be posted on the above websites on the Internet.
  • The Company has been sending documents stating the Matters to be Provided Electronically to shareholders requesting written documents. However, these documents do not include the following items pursuant to the provisions of laws and regulations and the Company's Articles of Incorporation. The Audit and Supervisory Committee and the Accounting Auditor have conducted audits on the documents that are subject to audit, including the following:
    1. "Business Progress and Results," "Basic Policy on Profit Distribution and Dividends for the Current and Next Fiscal Years," "Status of Assets and Profit and Loss," "Issues to be Addressed," "Principal Business," "Major Offices and Factories," "Employees," "Principal Lenders," "Other Important Matters Regarding the Current Status of the Group," "Status of Shares," "Status of Stock Acquisition Rights," "Matters Related to Outside Officers," "Status of Accounting Auditor," "System to Ensure the Appropriateness of Business Operation," "Overview of the Management Status of System to Ensure the Appropriateness of Business Operation," and "Basic Policy on Control of Company" in the Business Report
    2. Consolidated Financial Statements
    3. Non-consolidatedFinancial Statements

- 2 -

Reference Documents for General Meeting of Shareholders

Proposals and References

Proposal:

Election of 4 Directors (excluding Directors who are Members of the Audit and

Supervisory Committee)

The terms of office of all 4 Directors (excluding Directors who are Members of the Audit and Supervisory Committee; the same shall apply hereinafter in this Proposal) will expire at the conclusion of this General Meeting of Shareholders. This Proposal is to request the election of 4 Directors. The candidates are as below.

The Audit and Supervisory Committee has expressed an opinion to the effect that each candidate is qualified to serve as a Director of the Company, in light of the nomination procedures applied by the Nomination Advisory Committee and the execution of duties and performance results of each candidate in the current fiscal year, among other factors.

The areas of expertise that the Company expects each candidate to bring to the Board of Directors are provided on page 8. Please read it as well.

Candidates for Director

No.

Name

Current Positions and Responsibilities, etc.

1

Hiroshi Ogasawara

Representative Director, Chairman of the Board

Reappointment

Representative Director, President;

In charge of Human Resources Development;

2

Masahiro Ogawa

Reappointment

In charge of ICT Strategy;

General Manager, Corporate Technology Div.

Representative Director; Senior Managing

3

Shuji Murakami

Executive Officer;

In charge of Corporate Planning and

Reappointment

Administration;

In charge of CSR

Director; Senior Executive Officer;

4

Yasuhiko Morikawa

Reappointment

General Manager, Tokyo Branch

Candidate for reappointment as Director

Reappointment

(Reference) Composition of the Board of Directors

  • Effective after this General Meeting of Shareholders (based on the assumption that the Proposal regarding the election of Directors is approved as proposed at this General Meeting of Shareholders.)

Ratio of Independent Outside Directors: 44% (4 out of 9 members)

Ratio of Female Directors: 22% (2 out of 9 members)

- 3 -

No.

1 Hiroshi Ogasawara

Date of birth September 19, 1955 (Age: 68)

Reappointment

[Past experience, positions and responsibilities]

[Number of shares of

March 1979

Joined the Company

the Company held]

June 2006

Director; Deputy General Manager, Motion Control

55,921 shares

Div.

[Years served as a

March 2007

Director; General Manager, Drives Div.

Director of the

March 2011

Director; General Manager, Motion Control Div.

Company]

June 2012

Managing Executive Officer; General Manager,

17 years

Motion Control Div.

June 2013

(at the conclusion

Director; Managing Executive Officer; General

of this General

Manager, Motion Control Div.

Meeting of

Shareholders)

March 2014

Director; Managing Executive Officer; General

[Significant concurrent

Manager, Corporate Technology Div.

March 2015

Representative Director; Senior Managing

positions]

Outside Director,

Executive Officer; General Manager, Corporate

Kyushu Railway

Technology Div.

March 2016

Company

Representative Director, President; General

Manager, Corporate Technology Div.

March 2017

Representative Director, President;

Manager, Diversity Management Div.

March 2018

Representative Director, President;

Manager, ICT Strategy Div.

March 2022

Representative Director, Chairman of the Board;

President

March 2023

Representative Director, Chairman of the Board (to

present)

Reasons for nominating him as a candidate for Director

Mr. Hiroshi Ogasawara was appointed to the post of Representative Director and President in 2016, Representative Director, Chairman of the Board and President in 2022, and Representative Director and Chairman of the Board in March 2023, and has led the management of the Company. As his rich knowledge and experience are essential for enhancing the Company's corporate value, the Company nominates him as a candidate for Director. Subject to his election as a Director at this General Meeting of Shareholders, he will be reappointed to the post of Representative Director and Chairman of the Board.

- 4 -

No.

2 Masahiro Ogawa

Date of birth August 25, 1964 (Age: 59)

Reappointment

[Past experience, positions and responsibilities]

March 1987

Joined the Company

December 2010

Regional Manager, The Americas; Director and

Chairman, YASKAWA AMERICA, Inc.

June 2012

Executive Officer; Regional Manager, The

Americas; Director and Chairman, YASKAWA

AMERICA, Inc.

March 2016

Executive Officer; General Manager, Robotics Div.

May 2019

Director; Executive Officer; General Manager,

Robotics Div.

March 2020

Director; Managing Executive Officer; General

Manager, Robotics Div.

March 2022

Representative Director; Senior Managing

Executive Officer; General Manager, Robotics Div.

March 2023

Representative Director, President;

In charge of Human Resources Development;

In charge of ICT Strategy;

General Manager, Corporate Technology Div. (to

present)

[Number of shares of the Company held]

18,647 shares

[Years served as a

Director of the

Company]

5 years

(at the conclusion

of this General

Meeting of

Shareholders)

[Significant

concurrent positions]

Reasons for nominating him as a candidate for Director

Before being appointed to the post of Director in 2019, Mr. Masahiro Ogawa gained experiencein business departments and supervising overseas subsidiaries, etc. He was appointed to the post of Representative Director and Senior Managing Executive Officer in 2022 and Representative Director and President in March 2023 and has led the management of the Company. As his rich knowledge and experience are essential for enhancing the Company's corporate value, the Company nominates him as a candidate for Director. Subject to his election as a Director at this General Meeting of Shareholders, he will be reappointed to the post of Representative Director and President.

- 5 -

No.

3 Shuji Murakami

Date of birth April 21, 1959 (Age: 65)

Reappointment

[Past experience, positions and responsibilities]

March 1982 Joined the Company

June 2008 Director; Manager, Corporate Planning Div.

June 2012 Director; Executive Officer; Manager, Corporate Planning Div.

March 2014 Director; Managing Executive Officer; Manager, Corporate Planning Div.

March 2015 Director; Managing Executive Officer; Department

Manager, Corporate Planning Dept.

March 2016 Representative Director; Senior Managing Executive

Officer; Department Manager, Corporate Planning

Dept.

March 2017 Representative Director; Senior Managing Executive

Officer; General Manager, Corporate Planning &

Finance Div.

March 2020 Representative Director; Senior Managing Executive

Officer;

In charge of CSR; In charge of Administration; General Manager, Corporate Planning & Finance Div.

March 2024 Representative Director; Senior Managing Executive

Officer;

In charge of Corporate Planning and Administration;

In charge of CSR (to present)

[Number of shares of the Company held]

41,799 shares

[Years served as a

Director of the

Company]

16 years

(at the conclusion

of this General

Meeting of

Shareholders)

[Significant

concurrent positions]

Reasons for nominating him as a candidate for Director

Mr. Shuji Murakami was appointed to the post of Representative Director and Senior Managing Executive Officer in 2016 and has led the management of the Company. As his rich knowledge and experience are essential for enhancing the Company's corporate value, the Company nominates him as a candidate for Director. Subject to his election as a Director at this General Meeting of Shareholders, he will be reappointed to the post of Representative Director and Senior Managing Executive Officer.

- 6 -

No.

4 Yasuhiko Morikawa

Date of birth June 11, 1962 (Age: 61)

Reappointment

[Past experience, positions and responsibilities]

April 1985

Joined The Dai-Ichi Kangyo Bank, Limited

(currently Mizuho Bank, Ltd.)

April 2008

Corporate Officer, Corporate Planning Group,

Mizuho Corporate Bank, Ltd. (currently Mizuho

Bank, Ltd.)

April 2010

General Manager, Gotanda Branch, Mizuho Bank,

Ltd.

April 2012

General Manager, Financial Institutions Banking

Division No.1, Mizuho Corporate Bank, Ltd.

(currently Mizuho Bank, Ltd.)

April 2013

Executive Officer, Mizuho Corporate Bank, Ltd.

May 2015

Joined the Company, Associate Director

March 2016

Executive Officer; General Manager, Tokyo Branch,

Corporate Marketing Div.

March 2017

Executive Officer; General Manager in Finance,

Corporate Planning & Finance Div.

March 2020

Executive Officer; Deputy General Manager,

Corporate Planning & Finance Div.

March 2021

Senior Executive Officer; Deputy General Manager,

Corporate Planning & Finance Div.

May 2021

Director; Senior Executive Officer; Deputy General

Manager, Corporate Planning & Finance Div.

September 2021

Director; Senior Executive Officer; General

Manager, General Affairs & Risk Management Div.

March 2022

Director; Senior Executive Officer; In charge of

Compliance; General Manager, General Affairs &

Risk Management Div.

March 2024

Director; Senior Executive Officer;

General Manager, Tokyo Branch (to present)

[Number of shares of the Company held]

15,007 shares

[Years served as a

Director of the

Company]

3 years

(at the conclusion

of this General

Meeting of

Shareholders)

[Significant

concurrent positions]

Reasons for nominating him as a candidate for Director

Before being appointed to the post of Director, Mr. Yasuhiko Morikawa gained experience as theExecutive Officer of a financial institution, as well as General Manager in Finance and other positions at the corporate planning and finance divisions at the Company. He was appointed to the post of General Manager, General Affairs and Risk Management Div. in 2021, and General Manager, Tokyo Branch in March 2024. As his rich knowledge and experience are essential for enhancing the Company's corporate value, the Company nominates him as a candidate for Director.

(Notes) 1. There are no special interests between each candidate for Director and the Company.

  1. The number of shares of the Company held by each candidate includes the shares he holds through YASKAWA Electric Officers' Shareholding Association and a stock remuneration plan "Board Benefit Trust (BBT)."
  2. The Company has concluded a directors and officers liability insurance policy with an insurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insured's scope includes Directors (including Directors who are Members of the Audit and Supervisory Committee) and Executive Officers, etc. of the Company, and the insured does not pay insurance premiums. Such insurance policy will cover indemnity when the insureds become liable for indemnity attributable to their duties or being subject to a claim arising from the pursuit of such liability. However, certain exemptions, such as damage caused due to any conduct committed while knowing that the conduct violates laws and regulations, will not be covered. Additionally, each candidate becomes insured upon assuming office as a Director, and the insurance policy under the same conditions will be renewed during the tenure of the Director.
    • 7 -

Composition of the Board of Directors and Areas of Expertise That the Company Expects Each Director to Bring to the Board of Directors [Effective after the 108th Annual General Meeting of Shareholders]

The Board of Directors of the Company shall be composed of persons with a high degree of knowledge and experience in areas related to corporate management.

Among such areas, those of critical importance for corporate management are classified below, and each Director is expected to demonstrate his/her abilities to the fullest extent.

The table below of the composition of the Board of Directors is prepared on the assumption that the Proposal regarding the election of Directors is approved as proposed at this General Meeting of Shareholders.

Directors

Areas of expertise that the Company expects each Director to bring to the Board of Directors

Male

Corporate

ESG/

Finance

Sales

Manufacturing

Female

management/

Legal affairs

Global

Sustainability

Accounting

Marketing

R&D/DX

Business strategy

Hiroshi Ogasawara

(Age: 68)

Masahiro Ogawa

(Age: 59)

Shuji Murakami

(Age: 65)

Yasuhiko Morikawa

(Age: 61)

Member of

Takeshi Ikuyama

(Age: 60)

the Audit and

Supervisory

Committee

Member of

Toshikazu Koike

(Age: 68)

the Audit and

Outside

Independent

Supervisory

Committee

Member of

Kaori Matsuhashi

(Age: 54)

the Audit and

Outside

Independent

Supervisory

Committee

Member of

Keiji Nishio

(Age: 65)

the Audit and

Outside

Independent

Supervisory

Committee

Member of

Yaeko Hodaka

(Age: 58)

the Audit and

Outside

Independent

Supervisory

Committee

(Note) The table above does not cover all the expertise each candidate possesses. Ages are as of the conclusion of this General Meeting of Shareholders.

- 8 -

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Yaskawa Electric Corporation published this content on 25 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2024 06:52:07 UTC.