Taiyo Yuden : Notice of convocation of the 80th ordinary general meeting of shareholders(2890KB)

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 4, 2021

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 80TH ORDINARY GENERAL MEETING OF

SHAREHOLDERS

You are cordially notified of the 80th Ordinary General Meeting of Shareholders of TAIYO YUDEN CO., LTD. (the "Company").

To prevent the spread of the novel coronavirus disease (COVID-19), the General Meeting of Shareholders will be held under appropriate infection prevention measures.

You are encouraged to refrain from attending the meeting in person this yearto prevent the spread of COVID-19and to exercise your voting rights in writing (by mail) or via the Internet.

If you exercise your voting rights in writing (by mail) or via the Internet, 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, 2021 (Monday).

Date and Time:	2:00 p.m., June 29, 2021 (Tuesday) (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 80th Fiscal Term (from April 1, 2020, to March 31, 2021), 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 Seven (7) Directors

Proposal No. 3: Election of One (1) Substitute Audit & Supervisory Board Member

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 Auditor's Report by Accounting Auditors.

• Consolidated Statement of Changes in Equity
• Notes to Consolidated Financial Statements
• Non-consolidatedStatement of Changes in Equity
• • 1 -

• 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.

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

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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 strives to realize a steady increase of dividend.

It is proposed that the year-end dividend for the fiscal year under review be ¥25 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: ¥25 per share (common stock of the Company)
   Total amount: ¥3,137,909,625
3. Effective date for dividends of surplus: June 30, 2021

For the basic policy regarding dividends of surplus, etc., refer to page 32.

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

The terms of office of all of the eight (8) 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 of
Name		meetings of the	Term of office
No.		responsibilities
		Board of Directors
1	Shoichi Tosaka	Reappointment	President and Chief	100%	15 years
Male	Executive Officer	(18/18 times)
			Director and
2	Shinji Masuyama	Reappointment	Executive Vice	100%
President	8 years
Male	(18/18 times)
		In charge of 1st
			Business
			Director and Senior
		Reappointment	Executive
3	Katsuya Sase	Operating Officer	100%	5 years
Male	In charge of	(18/18 times)
			Management
			Planning
			Senior Operating
			Officer
			In charge of Public
		New appointment	Relations,
4	Tomomitsu Fukuda	Management	-	-
Male	Planning,
			Accounting,
			Management
			Information System
			and Sustainability
		Reappointment	Outside Director
5	Masashi Hiraiwa	Outside	100%
(Independent	5 years
Independent	(18/18 times)
		Director)
		Male
		Reappointment	Outside Director
6	Seiichi Koike	Outside	100%
(Independent	3 years
Independent	(18/18 times)
		Director)
		Male
		Reappointment	Outside Director
7	Emiko Hamada	Outside	100%
(Independent	2 years
Independent	(18/18 times)
		Director)
		Female

Notes: 1. Positions and responsibilities above are as of the date when this Notice of Convocation is dispatched. 2. Terms of office shown are as of the conclusion of this General Meeting of Shareholders.

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[Reference] Composition and main areas of expertise and experience of the Directors and Audit & Supervisory Board Members upon the conclusion of this General Meeting of Shareholders

		Main areas of expertise and experience		★Chairperson ●Member
				Nomination Remuneration
Name	Corporate	Technology	Sales/	International	Finance/		ESG and
Legal	Committee	Committee
	management	/R&D	marketing	experience	accounting	sustainability

Shoichi Tosaka

●

●

●

●

●

Shinji Masuyama

●

●

●

●

●

Katsuya Sase

●

●

●

●

Tomomitsu Fukuda

●

●

●

●

Directors

Outside

Masashi Hiraiwa

●

●

★

●

Independent

Outside

Seiichi Koike

●

●

●

●

★

Independent

Outside

Emiko Hamada

●

●

●

●

●

Independent

Supervisory

Members

Toshio Mishuku

●

●

●

Kazuyuki Oshima

●

●

●

Outside

Hajime Yoshitake

●

●

●

●

●

Independent

Audit &

Board

Outside

Tomomi Fujita

●

Independent

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

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