Taiyo Yuden : Notice of Convocation of the 82nd Ordinary General Meeting of Shareholders,2023(2431KB)

This document has been translated from 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 the translation.

(Securities Code: 6976) June 6, 2023

To Those Shareholders with Voting Rights:

Shoichi Tosaka

President and Chief Executive Officer

TAIYO YUDEN CO., LTD.

2-7-19, Kyobashi, Chuo-Ku, Tokyo, Japan

NOTICE OF CONVOCATION OF THE 82ND ORDINARY GENERAL MEETING OF

SHAREHOLDERS

You are cordially notified of the 82nd Ordinary General Meeting of Shareholders of TAIYO YUDEN CO., LTD. (the "Company").

If you are unable to attend the meeting, you may exercise your voting rights via the Internet or in writing (by mail), please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights so that your vote will arrive by 5:00 p.m., June 28, 2023 (Wednesday).

Date and Time: 2:00 p.m., June 29, 2023 (Thursday) (Reception desk opens at 1:30 p.m.)

Place:JP Tower Hall & Conference (KITTE 4th Floor) Hall, 2-7-2 Marunouchi, Chiyoda- ku, Tokyo, Japan

Agenda of the Meeting

Matters to be reported

Details of the Business Report, the Consolidated Financial Statements and the Non-Consolidated Financial Statements for the 82nd Fiscal Term (from April 1, 2022, to March 31, 2023), and results of the audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board

Matters to be resolved

Proposal No. 1: Dividends of Surplus

Proposal No. 2: Election of Seven (7) Directors

Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Dividends of Surplus

The Company considers one of the most important issues for management to be the distribution of plentiful returns to its shareholders and strives to realize a steady increase of dividend.

It is proposed that the year-end dividend for the fiscal year under review be ¥45 per share as follows.

Year-end dividend

1. Type of dividend property: Cash
2. Matters regarding the allocation of dividend property to shareholders and its total amount: ¥45 per share (common stock of the Company)
   Total amount: ¥5,607,368,235
3. Effective date for dividends of surplus: June 30, 2023

[Reference]

Dividend per share

Interim			90	(Yen)
Year-end
	80
			45
		40
		40
21	26	25
	45
11	15	40
10	11	15

Fiscal 2018	Fiscal 2019	Fiscal 2020	Fiscal 2021	Fiscal 2022
				(Current fiscal year)

▶For the basic policy regarding dividends of surplus, etc., refer to page 21.

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Proposal No. 2: Election of Seven (7) Directors

The terms of office of all of the seven (7) Directors will expire at the conclusion of this General Meeting of Shareholders. Therefore, the Company hereby requests that seven (7) Directors be elected.

The candidates for Director are as follows:

The content of this proposal had been deliberated at the voluntary Nomination Committee chaired by an Independent Outside Director. Based on the Committee's opinions, this proposal has been made.

Candidate				Position and	Attendance at
Name		meetings of the	Term of office
No.		responsibilities
			Board of Directors
1	Shoichi Tosaka		Reappointment	President and Chief	100%	17 years
	Male	Executive Officer	(18/18 times)
2	Shinji Masuyama		Reappointment	Director and Executive	100%
	Vice President	10 years
	Male	(18/18 times)
			In charge of 1st Business
				Director and Senior
				Executive Operating
			Reappointment	Officer
3	Katsuya Sase		In charge of	100%	7 years
	Male	Management Planning	(18/18 times)
				and New Business
				Planning and
				Development
				Director and Executive
				Operating Officer
			Reappointment	In charge of Public
4	Tomomitsu Fukuda		Relations, Management	100%	2 years
	Male	Planning, Accounting,	(18/18 times)
				Management
				Information System and
				Sustainability
			Reappointment
5	Masashi Hiraiwa		Outside	Outside Director	100%	7 years
	Independent	(Independent Officer)	(18/18 times)
			Male
			Reappointment
6	Seiichi Koike		Outside	Outside Director	100%	5 years
	Independent	(Independent Officer)	(18/18 times)
			Male
			Reappointment
7	Emiko Hamada		Outside	Outside Director	100%	4 years
	Independent	(Independent Officer)	(18/18 times)
			Female

Notes: 1. Positions and responsibilities above are as of the date of this Meeting.

1. Terms of office shown are as of the conclusion of this Meeting.
2. In accordance with Article 427, paragraph (1) of the Companies Act, an agreement to limit any liability for damages prescribed in the provision of Article 423, paragraph (1) of the said Act is in force between the Company and Outside Directors Masashi Hiraiwa, Seiichi Koike, and Emiko Hamada. If the reappointment of each of them is approved, the Company plans to continue the said agreement. The limit on liability for damages under the said agreement is set at the minimum liability amount provided in Article 425, paragraph (1) of the Companies Act.
3. The Company has entered into an officers' liability insurance contract prescribed in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance contract is to reimburse any costs, such as compensation for damage and litigation costs, incurred by the insured persons in relation to a claim for damages brought against them based on an act (including nonfeasance) engaged by them while acting in the capacity of an officer of the Company, and the Company bears the full amount of insurance expenses on behalf of the insured persons. The candidates will be included among the insured persons under this insurance contract. The Company plans to renew the insurance contract under the same terms and conditions that are currently in force.
4. • 3 -

[Reference] Skills Matrix

The main areas of expertise and experience of the Directors and Audit & Supervisory Board Members following this General Meeting of Shareholders are as follows:

Main areas of expertise and experience

Name

Corporate

Technology

Sales/

International

Finance/

Legal

ESG and

management

/R&D

marketing

experience

accounting

sustainability

Shoichi Tosaka

●

●

●

Shinji

●

●

●

●

●

Masuyama

Katsuya Sase

●

●

●

●

Directors

Outside

Tomomitsu

●

●

●

●

Masashi

Fukuda

Independent

Hiraiwa

●

●

Outside

Seiichi Koike

●

●

●

Independent

Outside

Emiko

●

●

●

Independent

Hamada

Kazuyuki

●

●

●

Supervisory

Oshima

Members

Toshimitsu

●

●

Honda

Audit&

Board

Outside

Hajime

●

●

●

●

Independent

Yoshitake

Outside

Tomomi Fujita

●

●

Independent

Note: Note that the table above does not necessarily show all experience and knowledge that the officers have.

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1 Shoichi Tosaka		Number of Company		Attendance at meetings
	shares held		of the Board of Directors		Term of office
(Date of birth: August 5, 1955)		14,900 shares	100%		17 years
Career summary, position and responsibilities
March 1979	Joined the Company
June 2006	Director and Senior Operating Officer of the Company
April 2007	Senior Executive Director and Senior Operating Officer of the
	Company
July 2010	Director and Senior Executive Operating Officer of the Company
July 2012	Director and Executive Operating Officer of the Company
April 2015	Director and Senior Executive Operating Officer of the Company
October 2015	Representative Director and Senior Executive Operating Officer of the
	Company
November 2015	President and Chief Executive Officer of the Company (to the
Reappointment	present)

Reasons for appointment of candidate for Director

Having engaged in management of various areas since joining the Company such as the production, R&D/Engineering, quality assurance and corporate business planning divisions, Mr. Shoichi Tosaka has abundant experience and a good track record as a corporate manager and an engineer. Since 2015, as President and Chief Executive Officer of the Company, he has been striving to transform the business model into a highly profitable one, and has strove to enhance the corporate value. It was judged that Mr. Tosaka can play a vital role in determining significant matters on the Company's Board of Directors, as well as supervising business operations, utilizing his abundant experience and insight, therefore he was reappointed as a candidate for Director.

Note:	No special interests exist between the Company and Mr. Shoichi Tosaka.
2	Shinji Masuyama		Number of Company		Attendance at meetings		Term of office
	shares held		of the Board of Directors
	(Date of birth: February 28, 1957)		4,800 shares	100%		10 years
	Career summary, position and responsibilities
	March 1980	Joined the Company
	January 2004	Operating Officer of the Company
	July 2011	Senior Operating Officer of the Company
	June 2013	Director and Senior Operating Officer of the Company
	April 2015	Director and Executive Operating Officer of the Company
	June 2018	Director and Senior Executive Operating Officer of the Company
	June 2020	Director and Executive Vice President of the Company
	July 2020	Director and Executive Vice President, in charge of 1st Business,
		Chief of 1st Business Headquarters of the Company (to the

present)

Reappointment

Reasons for appointment of candidate for Director

Mr. Shinji Masuyama has abundant experience and a good track record through practical business in various areas such as production system R&D/engineering, business divisions, and management planning since joining the Company. He presently oversees the capacitors business, which is the Company's principal business, as Director and Executive Vice President and contributes to the enhancement of corporate value by promoting smooth business operation and risk reduction. For these reasons, Mr. Masuyama was reappointed as a candidate for Director, expected to properly execute such duties as the making of important managerial decisions and supervision of business execution as Director.

Note:

No special interests exist between the Company and Mr. Shinji Masuyama.

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