Ibiden : Notice of the 171st Ordinary General Meeting of Shareholders

Notice of the 171st Ordinary General Meeting of Shareholders

Date & Time: 2:00 p.m. (JST), Thursday, June 13, 2024

Venue: IBIDEN Co., Ltd. Headquarters Hall (the 2nd floor), 2-1Kanda-cho,Ogaki-city, Gifu Pref.

Agenda:

Matters to be reported:

1. Business Report and Consolidated Financial Statements, and Audit Reports by the Accounting Auditors and the Audit and Supervisory Committee on the Consolidated Financial Statements, for the 171st Fiscal Year from April 1, 2023 to March 31, 2024
2. Financial Statements for the 171st Fiscal Year from April 1, 2023 to March 31, 2024

Matters to be resolved:

Proposal: Election of Seven (7) Directors who are not Audit and Supervisory Committee Members

Company's Website:https://www.ibiden.co.jp/

If there is any minor amendment to the "Reference Materials for General Meeting of Shareholders," "Business Report," "Financial Report" and/or "Consolidated /Non-consolidated Financial Statements," such amendment will be posted on the Company's website indicated above. Additionally, pursuant to the Japanese laws and regulations and Article 15 of the Company's, "Items related to the current situation of the Group Companies

1. Major sales offices and factories", "Items related to Corporate Director (6) Outside Corporate Director," and "Company Structure and Company Policy" of Business Report, "Consolidated Financial Statements of Changes in Net Assets" and "Notes to Consolidated Financial Statements of Change in Net Assets" of Consolidated Financial Statements, and "Statements of Changes in Net Assets" and "Notes to Non- Consolidated Financial Statements" of Financial Statement will be posted on the website above, and thus not included in the documents accompanying the Notice of the 171st Ordinary General Meeting of Shareholders. Moreover, these items will be audited by the Accounting Auditors, and Audit and Supervisory Committee.

This document is an English translation of the Notice of the 171st Ordinary General Meeting of Shareholders originally prepared in Japanese. This English translation is for general reference purposes only and is subject to errors and omissions. All information contained herein is deemed accurate, but is not guaranteed.

- 1 -

Proposal		Election of Seven (7) Directors who are not Audit and Supervisory Committee
	Members

The terms of office of all six (6) current Directors will expire at the conclusion of the Ordinary General Meeting of Shareholders. Accordingly, it is proposed that seven (7) Members of the Board of Directors who are not Audit and Supervisory Committee Members be elected. The candidates for the Directors who are not Audit and Supervisory Committee Members are as follow:

The brief personal information for respective candidates is referred to Page 3 through 7.

Name

Positions and Responsibilities

Attendance at the

Years

●Male

Candidate Number

Board of Directors'

of

●Female

Meeting in 2023

Service

President & CEO, Representative

1

Takeshi

Director, Chairman of the Board Meeting

10/10 times

11 years

●

Reassignment

AOKI

and Administrator of Corporate Business

(100%)

Operation

Koji

Director & Senior Executive Officer,

10/10 times

●

2

Administrator of Corporate Business

2 years

Reassignment

KAWASHIMA

(100%)

Operation and R&D Operation Officer

Director & Senior Executive Officer,

Ayumi

Quality Unit Officer, Engineering Unit

8/8 times*

●

3

Officer, Production Unit Officer, GX

1 year

Reassignment

SUZUKI

(100%)

Promotion Officer and President of

Strategic Manufacturing Operation

Senior Executive Officer, Electronic

Hisashi

Business Officer, Production Engineering

●

4

Officer, President of Electronics Operation

-

-

New

KATO

and Vice President of Electronics

Operation, Engineering Management Unit

5

Chiaki

Candidate of

Candidate of

10/10 times

10 years

●

Reassignment

Outside

Independent

YAMAGUCHI

(100%)

Director

Director

6

Noriko

Candidate of

Candidate of

10/10 times

4 years

●

Reassignment

Outside

Independent

ASAI

(100%)

Director

Director

Toshikazu

Candidate of

Candidate of

●

7

New

Outside

Independent

-

-

KOIKE

Director

Director

* Attendance since inauguration on June 15, 2023.

- 2 -

Reassignment

Numbers of the

Company's Shares

Owned

83,300

Including Numbers of the

Company's Shares

Granted on Stock

Compensation Plan

52,000

Candidate Number	Takeshi AOKI	Date of Birth:
1
	February 4, 1958
Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held
April 1981	Joined IBIDEN Co., Ltd.	April 2017	Administrator of Corporate Business
April 2008	Corporate Officer		Operation (present),
June 2013	Director & Corporate Officer		Ceramics Business Officer
April 2014	Director & Managing Officer	June 2017	President & CEO, Representative
March 2016	Executive Vice President,		Director (present)
	Representative Director	June 2018	R&D Operation Officer
	President of Ceramics	April 2019	Corporate Executive Director of Internal
	Operation		Audit Division

Reasons for his/her Nomination as a Candidate

Mr. Takeshi AOKI has wide-range knowledge as President & CEO, Representative Director of the Company and abundant experience in business operation of the Company. As the Company judges that he has sufficient knowledge and experience that enable him to supervise the execution of duties by directors as Chairman of the Board Meeting, we nominate him as a candidate of Director of the Company.

Expected Expertise

Company Management and Business Strategy, Financial/Accounting/Tax Practice, Wide-Range Knowledge of the Company Business, International Business, Risk Management, Internal Control, and Corporate Governance

Reassignment

Numbers of the

Company's Shares

Owned

34,500

Including Numbers of the

Company's Shares

Granted on Stock

Compensation Plan

16,100

Candidate Number	Koji KAWASHIMA	Date of Birth:
2
	September 15, 1963
Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held
April 1987	Joined IBIDEN Co., Ltd.	April 2019	President of PKG Operation
April 2008	Director	April 2020	Senior Executive Officer
April 2010	Corporate Officer, President of	April 2022	Electronics Business Officer
	PKG Operation	June 2022	Director & Senior Executive Officer
April 2014	Human Resources Director of		(present)
	Strategic Corporate Planning	April 2023	President of Electronics Operation
	Operations	April 2024	Administrator of Corporate Business
March 2016	Executive Managing Officer		Operation (present),
April 2017	President of Electronics Operation		R&D Operation Officer (present)

Reasons for his/her Nomination as a Candidate

Mr. Koji KAWASHIMA has wide-range knowledge expected of a Representative Director of the Company and abundant experience in business operation of the Company. As the Company judge that he has sufficient knowledge and experience that enable him to make decision on the execution of important business for the Company and to supervise the execution of duties by directors, we nominate him as a candidate of Director of the Company.

Expected Expertise

Company Management and Business Strategy, Wide-Range Knowledge of the Company Business, International Business, Innovation, Engineering and Manufacturing, Risk Management, Internal Control, and Corporate Governance

- 3 -

Reassignment

Numbers of the

Company's Shares

Owned

3,800

Including Numbers of the

Company's Shares

Granted on Stock

Compensation Plan

1,800

Candidate Number	Ayumi SUZUKI		Date of Birth:
3
		March 21, 1964
Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held
May 1989	Joined IBIDEN Co., Ltd.	April 2022 Production Division Manager of ECP Unit,
April 2005	Group Manager of PKG Group,		Ceramics Operation
	Quality Control Division,	April 2023 Senior Executive Officer, GX Promotion
	Electronic Substrate Operation		Unit Officer (present), President of
April 2009	Quality Assurance Division		Strategic Manufacturing Operation
	Manager of DPF Unit		(present)
April 2018	President of IBIDEN Hungary	June 2023 Director & Senior Executive Officer
	Kft. (secondment)		(present), Quality Unit Officer (present),
April 2021	Senior Management		Engineering Unit Officer (present),
				Production Unit Officer (present)
Reasons for his/her Nomination as a Candidate

Mr. Ayumi SUZUKI has wide-range knowledge as a Director of the Company, deep knowledge in Technology and Production Operations and experience in affiliating overseas production companies. As the Company judges that he has sufficient knowledge and experience that enable him to make decision on the execution of important business for the Company and to supervise the execution of duties by directors, we nominate him as a candidate of Director of the Company.

Expected Expertise

Wide-Range Knowledge of the Company Business, Innovation, Engineering and Manufacturing, Risk Management, Internal Control, and Corporate Governance

New

Numbers of the

Company's Shares

Owned

9,000

Including Numbers of the

Company's Shares

Granted on Stock

Compensation Plan

4,200

Candidate Number	Hisashi KATO		Date of Birth:
4
		October 16, 1965
Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held
April 1988	Joined IBIDEN Co., Ltd.	April 2022 Senior Executive Officer (present),
April 2004	Business Unit Manager of PKG	Production Engineering Officer (present),
	Unit, Electronic Substrate	New Plant Start-up Project Manager
	Operation	April 2023 Vice President of Electronics Operation,
December	Executive Vice President of	Engineering Management Unit (present)
2012	IBIDEN Electronics Malaysia	April 2024 Electronics Business Officer (present),
	SDN. BHD. (secondment)	President of Electronics Operation
April 2020	Senior Management	(present)
April 2021	Vice President of PKG
	Operation, Production
	Engineering Unit

Reasons for his/her Nomination as a Candidate

Mr. Hisashi KATO has wide-range knowledge as a Director of the Company and adequate experience in Electronics Operation with a special focus on IC package substrates and in-depth knowledge in the production engineering sector. As the Company judge that he has sufficient knowledge and experience that enable him to make decision on the execution of important business for the Company and to supervise the execution of duties by directors, we nominate him as a candidate of Director of the Company.

Expected Expertise

Company Management and Business Strategy, Wide-Range Knowledge of the Company Business, International Business, Innovation, Engineering and Manufacturing, and Risk Management

- 4 -

Reassignment

Candidate of

Outside Director

Candidate of

Independent Director

Numbers of the

Company's Shares

Owned

13,800

Candidate Number	Chiaki YAMAGUCHI		Date of Birth:
5
		December 25, 1949
Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held
April 1972	Joined TOYOTA MOTOR CORPORATION
June 2003	Full-time Corporate Auditor of TOYOTA MOTOR CORPORATION (retired on June 2011)
June 2011	Executive Managing Director of Toyota Industries Corporation
June 2012	Representative Director & Senior Vice President of Toyota Industries Corporation (retired on
	June 2015)
June 2014	Outside Director of IBIDEN Co., Ltd. (present)
June 2015	President & Representative Director of TOYOTA FUDOSAN CO., LTD., formerly Towa Real
	Estate Co., Ltd.(retired on June, 2018)
	Outside Director of Nakanihon KOGYO Co., Ltd. (retired on June 2019)
June 2018	Contract Officer for Special Duties of TOYOTA MOTOR CORPORATION (retired on June
	2023)
	Outside Auditor of Central Nippon Expressway Company Limited (retired on June 2022)
	Corporate Advisor of TOYOTA FUDOSAN CO., LTD., formerly Towa Real Estate Co., Ltd.
	(retired on June 2019)
June 2019	Contract Officer for Special Duties of TOYOTA FUDOSAN CO., LTD., formerly Towa Real
	Estate Co., Ltd. as former President & Representative Director (present)

Other Major Position Concurrently Held

Contract Officer for Special Duties of TOYOTA FUDOSAN CO., LTD., formerly Towa Real Estate Co., Ltd.

Relation between his/her Major Concurrent Duty and the Company

The Company has no special interest with his concurrent duties.

Reasons and Expectation for his/her Nomination as a Candidate of Outside Director

Mr. Chiaki YAMAGUCHI has extensive and wide-ranging experience and expertise, including those in relation to corporate management as Representative Director & Senior Vice President of Toyota Industries Corporation and President & Representative Director of TOYOTA FUDOSAN CO., LTD., formerly Towa Real Estate Co., Ltd. The Company proposes that Mr. Chiaki YAMAGUCHI be reelected as Outside Director and be delegated Chairman of Nomination/Remuneration Committee in expectation of the advice and supervision, which he will be able to provide.

Expected Expertise

Company Management, Business Strategy, Financial/Accounting/Tax Practice, International Business, Risk Management and Internal Control, and Corporate Governance

- 5 -

Reassignment

Candidate of

Outside Director

Candidate of

Independent Director

Numbers of the

Company's Shares

Owned

1,400

Candidate Number	Noriko ASAI	Date of Birth:
6
July 25, 1964

Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held

April 1997 Research Assistant, School of Economics, Nagoya University

March 1999 Received Ph.D. (Economics), Nagoya University

April 2007 Professor, School of Management, Chukyo University

June 2015 Outside Director of CKD Corporation (retired on June 2023)

June 2020 Outside Director of IBIDEN Co., Ltd. (present)

June 2021 Outside Director of Okuma Corporation (present)

October 2021 Guest Faculty Member of Graduate School /School of Economics of Nagoya University

November 2023 Outside Director of SHINWA Co., Ltd. (present)

April 2024 Management Committee Member of Toyohashi University of Technology

Other Major Position Concurrently Held

Outside Director of Okuma Corporation

Outside Director of SHINWA Co., Ltd.

Management Committee Member of Toyohashi University of Technology

Relation between his/her Major Concurrent Duty and the Company

The Company has no special interest with her concurrent duties.

Reasons and Expectation for his/her Nomination as a Candidate of Outside Director

Ms. Noriko ASAI has advanced academic knowledge and extensive experience in the areas of production management, human capital development (human capital management), and innovation through her many years of research in the manufacturing industry as a doctor of economics. She has actively participated in deliberations on important management matters as an outside director at several listed companies and as a member of the Management Committee of a national university corporation. If she is elected as an outside director, we expect that she will provide appropriate advice and supervision based on her knowledge, and we therefore request her continued election as an outside director. Although she has never been directly involved in corporate management other than as an outside director, for the reasons stated above, we believe that she will be able to appropriately execute her duties as an outside director. The Company proposes that Ms. Noriko ASAI be reelected as an Outside Director and be delegated a member of Nomination / Remuneration Committee in expectation of the advice and supervision, which she will be able to provide.

Expected Expertise

Company Management, Business Strategy, Innovation, and Risk Management

- 6 -

New

Candidate of

Outside Director

Candidate of

Independent Director

Numbers of the

Company's Shares

Owned

0

Candidate Number	Toshikazu KOIKE	Date of Birth:
7
October 14, 1955

Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held

April 1979 Joined BROTHER INDUSTRIES, LTD.

August 1982 Seconded to Brother International Corporation (U.S.A) October 1992 Director of Brother International Corporation (U.S.A)

January 2000 Director & President of Brother International Corporation (U.S.A)

June 2004 Director of BROTHER INDUSTRIES, LTD.

January 2005 Director & Chairman of Brother International Corporation (U.S.A)

April 2005 Director & Managing Executive Officer of BROTHER INDUSTRIES, LTD.

April 2006 Director & Senior Managing Executive Officer of BROTHER INDUSTRIES, LTD.

June 2006 Representative Director & Senior Managing Executive Officer of BROTHER INDUSTRIES, LTD.

June 2007 Representative Director & President of BROTHER INDUSTRIES, LTD.

June 2018 Representative Director & Chairman of BROTHER INDUSTRIES, LTD.

June 2020 Outside Director of Toyo Seikan Group Holdings, Ltd. (present)

May 2021 Outside Director (member of the Audit and Supervisory Committee) of YASUKAWA Electric Corporation (present)

June 2022 Director & Chairman of BROTHER INDUSTRIES, LTD. (present) Other Major Position Concurrently Held

Director & Chairman of BROTHER INDUSTRIES, LTD.

Outside Director of Toyo Seikan Group Holdings, Ltd.

Outside Director (member of the Audit and Supervisory Committee) of YASUKAWA Electric Corporation

Relation between his/her Major Concurrent Duty and the Company

The Company has no special interest with his concurrent duties.

Reasons and Expectation for his/her Nomination as a Candidate of Outside Director

Mr. Toshikazu KOIKE has extensive and wide-ranging experience and expertise, including those in relation to corporate management as Representative Director & President of BROTHER INDUSTRIES, LTD. The Company proposes that Mr. Toshikazu KOIKE be elected as Outside Director and be delegated a member of Nomination / Remuneration Committee in expectation of the advice and supervision, which he will be able to provide.

Expected Expertise

Company Management and Business Strategy, International Business, Innovation, Risk Management, Internal Control, and Corporate Governance

(Annotation)

1. The Company has no special interests with any of the candidates above.
2. Based on the premise that the proposal "Election of Seven (7) Directors who are not Audit and Supervisory Committee Members" has been approved, at the Board of Directors meeting to be held after this Ordinary General Meeting of Shareholders, Mr. Takeshi AOKI will be appointed as Representative Director & Chairman, and Mr. Koji KAWASHIMA will be appointed as President & CEO, Representative Director.
3. Mr. Toshikazu KOIKE is scheduled to retire as an Outside Director of Toyo Seikan Group Holdings, Ltd. on June 21, 2024.
4. The Company has executed with Mr. Chiaki YAMAGUCHI and Ms. Noriko ASAI, Outside Directors, with an agreement for limitation of liability for damage as stipulated in Article 423.1 of the Companies Act. Outline of contents of the liability limitation agreement as follows:
5. 1. Liability for damage incurred due to an outside director's failure to perform his/her duties as an Outside Director shall be up to the amount of 20 million yen or the minimum liability amount stipulated in Article 425.1 of the Companies Act, whichever is higher.
   2. The limitation of liability above applies only if an outside director has performed the duties which have caused his/her liability, without knowledge thereof and has not been grossly negligent in performing the same.

If this proposal is approved, an agreement with the same terms and conditions as those set forth above will also be renewed with Mr. Toshikazu KOIKE, upon his assumption of office as Outside Director.

1. The Company has insured Directors' and Officers' Liability Insurance (hereafter "D&O"), which is insurance coverage intended to protect individuals from personal losses on business during serving as a director or an officer of a business or other type of organization except disclaimer clauses on the policy. Full premium payment for the all is made on the Company. If the proposal is approved and then respective candidates are appointed Directors who are not Audit and Supervisory Committee Members, each of them shall be an insured person. On account of the one-year D&O, we will be renewing it in July, 2024.
2. Pursuant to the provisions prescribed by Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc., Mr. Chiaki YAMAGUCHI and Ms. Noriko ASAI as Independent Directors, and Mr. Toshikazu KOIKE as a candidate of Independent Director have been appointed and registered with both Stock Exchanges.

- 7 -

CONSOLIDATED BALANCE SHEETS

Account	Millions of Yen
(Assets)
Current Assets	600,810
Cash and deposits	443,583
Notes and accounts receivable - trade, and contract	60,980
assets
Electronically recorded monetary claims-operating	4,431
Merchandise and finished goods	19,827
Work in process	19,757
Raw materials and supplies	25,734
Other - current assets	26,576
Allowance for doubtful accounts	△81
Noncurrent Assets	529,180
Property, plant and equipment	408,777
Buildings and Structures	75,654
Machinery, equipment and vehicles	69,584
Land	20,689
Lease assets	250
Construction in progress	234,909
Other - property, plant and equipment	7,689
Intangible assets	4,590
Investments and other assets	115,812
Investment securities	110,166
Long-term loans receivable	7
Deferred tax assets	4,253
Other assets	1,583
Allowance for doubtful accounts	△197
Total Assets	1,129,991

Note: Amounts less than one million yen are omitted.

As of March 31, 2024

Account	Millions of Yen
(Liabilities)
Current Liabilities	358,362
Notes and accounts payable - trade	31,369
Electronically recorded obligations-operating	12,506
Short-term loans payable	55,000
Current portion of bonds	35,000
Accounts payable - other	59,052
Income taxes payable	4,144
Advances received	80,098
Provision for bonuses	4,871
Provision for bonuses for directors	122
Notes and accounts payable- facilities	9
Electronically recorded obligations-facilities	52,931
Other - current liabilities	23,256
Non-Current Liabilities	269,832
Bonds payable	65,000
Convertible bonds-type with share	73,476
acquisition rights
Long-term loans payable	115,000
Lease obligations	130
Deferred tax liability	68
for land revaluation
Retirement benefit liability	751
Provision for share-based	564
Compensation
Deferred tax liabilities	13,433
Other - non-current liabilities	1,407
Total Liabilities	628,194
(Net Assets)
Shareholders' Equity	381,362
Capital stock	64,152
Capital surplus	64,494
Retained earnings	255,698
Treasury shares	△2,983
Accumulated other comprehensive Income	113,582
Valuation difference on	58,657
available-for-sale securities
Deferred gains or losses on hedges	0
Revaluation reserve for land	160
Foreign currency translation adjustments	54,763
Non-controlling interests	6,852
Total Net Assets	501,796
Total Liabilities and Net Assets	1,129,991

(Concluded)

- 8 -

CONSOLIDATED STATEMENTS OF INCOME	As of March 31, 2024
Account	Millions of Yen

Net sales Cost of sales

Gross profit

Selling, general and administrative expenses Operating income

Non-operating income

Interest and dividend income

Foreign exchange gain, net

Other - non-operating income

Non-operating expenses

Interest expenses

Bond issuance cost

Other - non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of non-current assets Gain on sales of investment securities

Gain on sales of shares of subsidiaries and associates Insurance claim income

Subsidy income

Other - extraordinary income

Extraordinary loss

Loss on retirement of non-current assets

Impairment loss

Loss on reduction of non-current assets

Compensation expenses

Other - extraordinary loss

Income before income taxes

Income taxes - current

Income taxes - deferred

Net income

Profit attributable to non-controlling interests

Profit attributable to owners of parent

	370,511
	268,040
	102,471
	54,902
	47,568
2,924
1,079
769	4,773
710
131
358	1,201
	51,140
25
68
3,067
52
1,881
100	5,195
2,415
573
1,881
3,156
873	8,901
	47,435
15,385
299	15,685
	31,749
	259
	31,490

Note: Amounts less than one million yen are omitted.

(Concluded)

- 9 -

BALANCE SHEETS

Account	Millions of Yen
(Assets)
Current Assets	467,138
Cash and deposits	387,056
Notes receivable - trade	26
Accounts receivable - trade	30,560
Electronically recorded monetary claims-operating	1,752
Merchandise and finished goods	6,213
Work in process	9,415
Raw materials and supplies	7,386
Other - current assets	24,734
Allowance for	△8
doubtful accounts
Noncurrent Assets	513,787
Property, plant and equipment	278,219
Buildings	26,438
Structures	12,694
Machinery and equipment	35,658
Land	11,470
Construction in progress	188,764
Other - property, plant and equipment	3,193
Intangible assets	1,884
Investments and other assets	233,682
Investment securities	107,021
Stock of subsidiaries and associates	126,138
Other assets	523
Allowance for doubtful accounts	△1
Total Assets	980,925

Note: Amounts less than one million yen are omitted.

As of March 31, 2024

Account	Millions of Yen
(Liabilities)
Current Liabilities	344,294
Electronically recorded obligations-operating	3,726
Accounts payable - trade	18,583
Short-term loans payable	55,000
Current portion of bonds	35,000
Accounts payable - other	59,767
Income taxes payable	678
Advances received	80,087
Deposit received	23,012
Provision for bonuses	3,245
Provision for bonuses for directors	122
Electronically recorded obligations- facilities	52,888
Other - current liabilities	12,181
Non-Current Liabilities	267,220
Bonds payable	65,000
Convertible bonds-type with share	73,476
acquisition rights
Long-term loans payable	115,000
Provision for share-based	427
compensation
Deferred tax liabilities	13,170
Other - non-current liabilities	145
Total Liabilities	611,514
(Net assets)
Shareholders' Equity	311,737
Capital stock	64,152
Capital surplus	64,580
Legal capital surplus	64,579
Other capital surplus	0
Retained earnings	185,987
Legal retained earnings	3,548
Other retained earnings	182,438
General reserve	8,600
Retained earnings brought forward	173,838
Treasury shares	△2,983
Valuation and translation adjustments	57,673
Valuation difference on	57,673
available-for-sale securities
Deferred gains or losses on hedges	0
Total Net Assets	369,410
Total Liabilities and Net Assets	980,925

(Concluded)

- 10 -