Taiyo Yuden : Notice of convocation of the 78th ordinary general meeting of shareholders (1741KB)

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, 2019

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 78TH ORDINARY GENERAL MEETING OF

SHAREHOLDERS

You are cordially invited to attend the 78th Ordinary General Meeting of Shareholders of TAIYO YUDEN CO., LTD. (the "Company").

1. Date and Time: 2:00 p.m., June 27, 2019 (Thursday) (Reception desk opens at 1:00 p.m.)
2. Place: JP Tower Hall & Conference (KITTE 4th Floor) Hall, 2-7-2 Marunouchi, Chiyoda- ku, Tokyo, Japan
3. 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 78th Fiscal Term (from April 1, 2018, to March 31, 2019), 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: Appropriation of Surplus

Proposal No. 2: Election of Eight (8) Directors

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

Proposal No. 4: Revision of the Amount of Remuneration for Directors

Proposal No. 5: Revision of the Amount and Other Terms of Stock Option Remuneration for Directors

Among documents which shall be provided with this Convocation Notice, the following documents are posted on the Company website in accordance with laws and regulations, and Article 14 of the Articles of Incorporation. Therefore, they are not included in the attached documents to this Convocation Notice. The documents attached to this Convocation Notice and the documents listed below were audited in preparing the Auditors' Report by Audit & Supervisory Board Members and Independent Auditors' Report by Accounting Auditors.

• Issues relating to Share Acquisition Rights
• Basic policy on the Control over the Company
• Notes to Consolidated Financial Statements, and
• Notes to Non-consolidated Financial Statements

In case any revisions are made to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements or the Non-Consolidated Financial Statements after the dispatch of this Convocation Notice up till the day prior to the date of the General Meeting of Shareholders, the revised contents will be disclosed on the following Company website.

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The Company's website: http://www. ty-top.com/

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

The Company considers one of the most important issues for management to be the distribution of plentiful returns to its shareholders, and under the policy to strive to realize a steady increase of dividend, the year- end dividend for the fiscal year under review shall be ¥11 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: ¥11 per share (common stock of the Company)
   Total amount: ¥1,404,287,335
3. Effective date for dividends of surplus: June 28, 2019

Dividend per share

			(Yen)
Interim
Year-end	20	20	21
	15		11
	10	10
10	10
5
	10	10	10
5	5

Fiscal 2014	Fiscal 2015	Fiscal 2016	Fiscal 2017	Fiscal 2018
				(Current fiscal year)

For the basic policy regarding dividends of surplus, etc., refer to page 29.

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Proposal No. 2: Election of Eight (8) Directors

The terms of office of all of the six (6) Directors will expire at the conclusion of this General Meeting of Shareholders. Therefore, the Company hereby requests that eight (8) Directors be elected to increase the number of Directors by two (2) in order to strengthen the Company's management structure and corporate governance in anticipation of further business expansion of the Group.

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	Name		Position and	Attendance of
	meetings of the	Term of office
No.		responsibilities
		Board of Directors
			President and Chief
1	Shoichi Tosaka	Reappointment	Executive Officer	100%	13 years
In charge of	(18/18 times)
			R&D/Engineering
			Director and Senior
			Executive
2	Shinji Masuyama	Reappointment	Operating Officer	100%	6 years
In charge of	(18/18 times)
			Management
			Planning
			Director and Senior
			Executive
3	Katsuya Sase	Reappointment	Operating Officer	100%
In charge of	3 years
(18/18 times)
			Electronic
			Components
			Business
			Director and
			Executive
4	Osamu Takahashi	Reappointment	Operating Officer	100%	8 years
In charge of	(18/18 times)
			Integrated Module
			& Device Business
			Executive
			Operating Officer
5	Kazuya Umezawa	New appointment	In charge of Sales	-	-
and New Business
			Planning and
			Development
		Reappointment	Outside Director	100%
6	Masashi Hiraiwa	Outside	(Independent	3 years
(18/18 times)
		Independent	Director)
		Reappointment	Outside Director	100%
7	Seiichi Koike	Outside	(Independent	1 year
(13/13 times)
		Independent	Director)
		New appointment
8	Emiko Hamada	Outside	-	-	-
Independent
		Female

Notes: 1. Positions and responsibilities above are as of the date when this Notice of Convocation is dispatched.

1. Terms of office shown are as of the conclusion of this Ordinary General Meeting of Shareholders.
2. The attendance of meetings of the Board of Directors of Mr. Seiichi Koike is calculated based on the Board of Directors meetings held after the assumption of office as Director on June 28, 2018.

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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)		13,700 shares	100%			13 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
	June 2012	Director and Executive Operating Officer of the Company
	April 2015	Director and Senior Executive Operating Officer of the Company
	October 2015	Representative and Senior Executive Operating Officer of the
		Company
	November 2015	President and Chief Executive Officer, in charge of
Reappointment	R&D/Engineering of the Company (to the present)

Reasons for appointment of candidate for Director

Having engaged in management of various areas 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 Mr. Tosaka assumed the post of President and Chief Executive Officer of the Company, he has been striving to transform the business model into a highly profitable one, and with his powerful leadership, has strove to enhance the corporate value to lead the Company to the next step. For these reasons, it was judged that Mr. Tosaka would be able to properly execute such duties as taking management initiatives for the enhancement of corporate value over the medium- to long-term as the top management of the TAIYO YUDEN Group, making important managerial decisions and supervising business execution, and the Company believes utilizing his capabilities will be the best for the Company, 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
		shares held		of the Board of Directors			Term of office
		4,600 shares	100%			6 years
(Date of birth: February 28, 1957)
	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, in charge of
			Management Planning of the Company, Chief of Management
			Planning 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 and business
	divisions since joining the Company. He presently oversees management planning as
	Director and Senior Executive Operating Officer, thereby contributing to smooth business
	operation, risk reduction and the improvement of corporate governance. 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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□3	Katsuya Sase				Number of Company		Attendance at meetings
			shares held		of the Board of Directors			Term of office
	(Date of birth: January 12, 1964)			4,400 shares	100%			3 years
		Career summary, position and responsibilities
		April 1986	Joined the Company
		June 2013	Operating Officer of the Company
		April 2015	Senior Operating Officer of the Company
		April 2016	Executive Operating Officer of the Company
		June 2016	Director and Executive Operating Officer of the Company
		June 2018	Director and Senior Executive Operating Officer, in charge of
				Electronic Components Business, Chief of Electronic Components
				Headquarters of the Company (to the present)
Reappointment	Reasons for appointment of candidate for Director
Mr. Katsuya Sase has abundant experience and a good track record through engaging,
		since joining the Company, in operations in various areas such as the engineering and
		business divisions and leading the capacitors business, which is the Company's principal
		business. Presently, as Director and Senior Executive Operating Officer, Mr. Sase makes
		use of his knowledge and experience as a leading engineering expert by overseeing the
		electronic components business, thereby contributing to strengthening engineering
		capability and improving productivity. For these reasons, Mr. Sase 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. Katsuya Sase.
□4	Osamu Takahashi			Number of Company		Attendance at meetings	Term of office
		shares held		of the Board of Directors
	(Date of birth: November 25, 1955)			5,700 shares	100%			8 years
		Career summary, position and responsibilities
		March 1980	Joined the Company
		April 2003	Operating Officer of the Company
		July 2010	Senior Operating Officer of the Company
		July 2011	Director and Senior Operating Officer of the Company
		April 2016	Director and Executive Operating Officer, in charge of Integrated
				Module & Device Business, Chief of Integrated Module & Device
				Business Headquarters of the Company (to the present)
		Reasons for appointment of candidate for Director
Reappointment	Mr. Osamu Takahashi has built up abundant experience and a good track record through
practical business, since joining the Company, in various areas, both domestic and
		overseas, such as engineering, marketing, management and administration, and corporate-
		planning divisions, and as the president of sales subsidiaries mainly in Taiwan. He is
		presently contributing to strengthening product competitiveness and the expansion of
		customers in the Group's Integrated Modules & Devices business as Director and
		Executive Operating Officer. For these reasons, Mr. Takahashi 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. Osamu Takahashi.

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