Kyosan Electric Manufacturing : Notice of Convocation of the 158th Ordinary General Meeting of Shareholders (421KB）

[Translation for Reference Purposes Only]

Please note that the following is an unofficial English translation of Japanese Notice of Convocation of the 158th Ordinary General Meeting of Shareholders of Kyosan Electric Manufacturing Co., Ltd. Kyosan provides this translation for your reference purposes only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail.

	(Code No. 6742)
	June 2, 2023
(Start Date of Electronic Provision Measures	May 26, 2023)
To Our Shareholders:
Ryoji Kunisawa

Representative Director, President

Kyosan Electric Manufacturing Co., Ltd.

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

Notice of Convocation of the 158th Ordinary General Meeting of Shareholders

Notice is hereby given that the 158th Ordinary General Meeting of Shareholders of Kyosan Electric Manufacturing Co., Ltd. ("Kyosan" or the "Company") will be held as described below.

As the Company is taking electronic provision measures in convening this General Meeting of Shareholders, matters subject to electronic provision measures are posted as the Notice of Convocation of the 158th Ordinary General Meeting of Shareholders on the following Internet website.

Please check the documents by accessing them at any of these websites. ・The Company's website: https://www.kyosan.co.jp/ir/stock02.html・The website of the TSE (Tokyo Stock Exchange):

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(If using the TSE's website, to view the documents, please conduct a search using the Issue name (company name) field or entering the securities code, and selecting Basic information followed by Documents for public inspection/PR information.)

In lieu of attending the meeting in person, you may otherwise exercise your voting rights in writing or via the Internet. Please refer to the Reference Documents for the Ordinary General Meeting of Shareholders, and exercise your voting rights by following the instructions on pages 3 to 4 of the Japanese version of this document by 5:00 p.m. Thursday, June 22, 2023.

1. Date and Time:10:00 a.m. Friday, June 23, 2023

2. Place:	Kyosan Conference Room
	2-29-1Heian-cho,Tsurumi-ku, Yokohama

3. Purposes of the Meeting:

Matters to be Reported: 1. Business Report, Consolidated Financial Statements for the 158th Term

	(from April 1, 2022 to March 31, 2023) 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 158th Term (from April 1,
Matters to be Resolved:	2022 to March 31, 2023)
Appropriation of Surplus
Proposal No. 1:
Proposal No. 2:	Election of Seven (7) Directors
Proposal No. 3:	Election of Four (4) Audit & Supervisory Board Members
Proposal No. 4:	Election of One (1) Substitute Audit & Supervisory Board
	Member

• If you are attending the meeting, please submit the Voting Rights Exercise Form at the reception desk. To save resources, please bring this "Notice of Convocation" with you.

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[Translation for Reference Purposes Only]

• In addition to the Reference Documents for the Ordinary General Meeting of Shareholders, part of the Business Report (Items (1) - (4) of 1. Matters Concerning the Status of the Corporate Group) will be sent to shareholders who have not requested paper copies of the materials.
• Based on the provisions of laws and regulations and Article 16 of our Articles of Incorporation, the Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements are not included in the documents to be delivered to shareholders who have requested paper copies of the materials.
• Each of the documents sent to shareholders form part of the documents audited by the Audit & Supervisory Board Members and Accounting Auditors when preparing the Audit Report.
• Should there be any revisions to the matters subject to electronic provision measures, the revised item, the description of the revision, and the item as it was before revision will be posted on the respective websites.

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[Translation for Reference Purposes Only]

Proposals and Reference Information

Proposal No. 1: Appropriation of Surplus

The Group strives to optimize shareholder equity and provide healthy shareholder returns by balancing the investments necessary to drive the Medium Term Management Plan 2025 with stable shareholder returns according to medium to long term profit standards.

Although consolidated business performance for the current fiscal year has fallen short of the original expected performance, based on the above policy, the Company proposes to pay a year-end dividend of 13 yen per share for the fiscal year ended March 31, 2023.

Additionally, this will result in an annual dividend of 18 yen per share when combined with the interim dividend of 5 yen that has already been paid.

Information on the year-end dividend

1. Type of dividend assets Cash
2. Appropriation of dividend assets to shareholders and amount of appropriation

13 yen per share of Kyosan's common stock	total amount 815,676,407 yen
(3) Surplus dividend effective date
June 26, 2023

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[Translation for Reference Purposes Only]

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

The terms of office of all eight (8) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes to elect seven (7) Directors as shown below.

Each candidate for Director is decided upon by the Board of Directors based on a report of the Nomination and Remuneration Committee, a voluntary advisory body of the Board of Directors.

Candidates for the Directors (7)

							Attendance at
No.	Name					Current Positions and Assignments in the Company	Board of Directors Meetings
							(158th Term)
	Ryoji Kunisawa					Representative Director, President	15 out of 15 meetings
1	Reappointment		(In charge of Internal Auditing Office and R&D
	(100%)
						Center)
						Representative Director, Senior Managing
						Executive Officer	15 out of 15 meetings
	Toru Onodera					(General Manager, Group Management
2	Reappointment		Headquarters; General Manager, Corporate Strategy	(100%)
						Office; in charge of ERP Project Office and OA
						Systems Center)
	Kenjiro Kanzawa					Director, Managing Executive Officer	15 out of 15 meetings
3	Reappointment		(In charge of Finance & Accounting Dept.)	(100%)
	Ryu Hihara					Director, Managing Executive Officer	15 out of 15 meetings
4	Reappointment		(Deputy General Manager, Power Electronics
	(100%)
						Division; in charge of Intellectual Property Dept.)
		Reappointment		Director	15 out of 15 meetings
5	Hiroshi Sumitani	Outside
			Chairman of the Board of Directors	(100%)
		Independent
		Reappointment			15 out of 15 meetings
6	Mihoko Kitamura	Outside				Director
			(100%)
		Independent
						Director
		Reappointment		14 out of 15 meetings
7	Hiroyuki Sasa	Outside				Chairman of the Nomination and Remuneration
		(93%)
		Independent			Committee

Reappointment Candidate for reappointment

Outside Candidate for outside director

Independent

Candidate for independent officer stipulated by the Tokyo Stock Exchange

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[Translation for Reference Purposes Only]

		Positions and			Number of	Attendance
				at
	Name	Biography and Status of Important	the
No.	Assignments in	Board of
(Date of Birth)	Concurrent Positions	Company's
	the Company	Directors
				Shares Held
					Meetings
			April 1984	Joined Kyosan
			October 2011	General
				Manager,
				Railway Signal
				Division, 4th
				Engineering
				Dept., Kyosan
			April 2014	Executive
				Officer, Kyosan
			April 2019	Managing
		Representative		Executive
			Officer, Kyosan
		Director,
			General
		President (In			15/15
			Manager,
		charge of		114,900
1			Railway Signal	meetings
	Internal		shares
			Division,	(100%)
		Auditing Office
	Ryoji Kunisawa		Kyosan
	and R&D
	(December 5,	June 2019	Director,
	Center)
	1961)		Kyosan
	[Reappointment]		December 2020	Representative
				Director and
				President,
				Kyosansystem
				Co., Ltd.
			April 2022	Representative
				Director,
				President,
				Kyosan (current
				position)

Reason for nomination as a candidate for Director

Having abundantly experienced operations primarily at Railway Signal Division, Mr. Ryoji Kunisawa had led the Division as General Manager of the Division, was appointed to Director of the Company in 2019, and has participated in the Group management.

He was appointed to Representative Director and President in April 2022. He has led the Group management while promoting globalization by utilizing his abundant experience and knowledge in management. The Company believes that his experience and knowledge in these areas will contribute to the enhancement of the Company's corporate value, and therefore nominated him again as a candidate for Director.

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