泉州電（9824） – Notice of Convocation Annual General Meeting 2022

Note: This document has been translated from a part of 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. (Securities Code: 9824) January 7, 2022 To our shareholders: Motohide Nishimura Representative Director, President SENSHU ELECTRIC CO., LTD. 1-4-21 Minami-Kaneden, Suita City, Osaka Pref. Notice of the 72nd Annual General Meeting of Shareholders We are pleased to announce the 72nd Annual General Meeting of Shareholders of SENSHU ELECTRIC CO., LTD. (the “Company”), which will be held as indicated below. If you are unable to attend the meeting in person, you may exercise your voting rights in writing or electronically (via the internet, etc.). Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights through either of the following methods: [Exercise of voting rights in writing] Indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form to the Company by postal mail so that your vote is received by 5:00 p.m. on Wednesday, January 26, 2022 (JST). [Exercise of voting rights electronically (via the internet, etc.)] Access the Company’s website for exercising voting rights (https://www.web54.net), enter your voting rights exercise code and password printed on the voting form, and indicate your approval or disapproval of the proposals by 5:00 p.m. on Wednesday, January 26, 2022. 1. Date and Time: Thursday, January 27, 2022, at 10:00 a.m. (JST) 2. Venue: 3rd floor Ball Room of Shin-Osaka Esaka Tokyu REI Hotel, 9-6 Toyotsu-cho, Suita City, Osaka Pref. In view of preventing potential infection with the novel coronavirus disease (COVID-19), you are highly recommended to exercise your voting rights, in advance, in writing or electronically (via the internet, etc.). Shareholders attending this meeting in person are asked to check their physical condition and take measures to prevent infection, such as wearing a face mask. On the date of the General Meeting of Shareholders, we are also taking measures to prevent the spread of COVID-19, including the measurement of your body temperature at the entrance and a reduction in the number of available seats. We appreciate your understanding on this matter. Please also kindly understand that we will not provide souvenirs to attendees at the General Meeting of Shareholders. – 1 – 3. Purpose of the Meeting Matters to be reported: 2021) Matters to be resolved: 1. The Business Report and the Consolidated Financial Statements for the 72nd fiscal year (from November 1, 2020 to October 31, 2021), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit and Supervisory Committee 2. The Non-consolidated Financial Statements for the 72nd fiscal year (from November 1, 2020 to October 31, Proposal No. 1 Appropriation of Surplus Proposal No. 2 Reduction in Legal Capital Surplus Proposal No. 3 Election of 12 Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) – When you attend the meeting in person, please hand in the enclosed voting form at the reception. – Among the documents to be provided with the attachment to this notice, the items below are posted on the Company’s website (https://www.senden.co.jp/) pursuant to laws and regulations, as well as Article 16 of the Company’s Articles of Incorporation, and are accordingly not included in this notice. (1) “Overview of System to Ensure the Properness of Operations and Operational Status” in the Business Report (2) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in the Consolidated (3) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Non-Financial Statements consolidated Financial Statements These items comprise part of the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the Financial Auditor, and the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the Audit and Supervisory Committee, in preparing their respective audit reports. – Should revisions arise to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non-consolidated Financial Statements or the Consolidated Financial Statements, the revised versions will be posted on the Company’s website (https://www.senden.co.jp/). – 2 – Reference Documents for the General Meeting of Shareholders Proposals and Reference Information Appropriation of Surplus Proposal No. 1 The Company maintains a basic policy of paying stable dividends, and having given comprehensive consideration to matters including the business performance of the fiscal year and the level of internal reserves, it proposes the payment of year-end dividends and appropriation of surplus as follows: 1. Year-end dividends (1) Type of dividend property To be paid in cash. (2) Allotment of dividend property and their aggregate amount The Company proposes to pay a dividend of ¥50 per common share of the Company. In this event, the total dividends will be ¥455,959,700. (3) Effective date of dividends of surplus January 28, 2022 2. Appropriation of surplus (1) Item of surplus to be increased and amount of increase General reserve: ¥2,079,000,000 (2) Item of surplus to be decreased and amount of decrease Retained earnings brought forward: ¥2,079,000,000 – 3 – Reduction in Legal Capital Surplus Proposal No. 2 To allow for an agile and flexible capital policy in the future, pursuant to the provisions of Article 448, paragraph (1) of the Companies Act, the Company proposes to reduce a portion of legal capital surplus and transfer the amount to other capital surplus. 1. Amount of legal capital surplus to be reduced Legal capital surplus: ¥2,672,050,000 of ¥3,372,050,000 2. Item of capital surplus to be increased and amount of increase Other capital surplus: ¥2,672,050,000 3. Effective date of reduction in legal capital surplus March 1, 2022 – 4 – Proposal No. 3 Election of 12 Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) At the conclusion of this meeting, the terms of office of all 12 Directors (excluding Directors who are Audit and Supervisory Committee Members; the same applies hereinafter) will expire. Therefore, based on the recommendation of the Nominating Committee, the Company proposes the election of 12 Directors. As for this proposal, the Audit and Supervisory Committee of the Company has judged that all the candidates for Director are qualified. The candidates for Director are as follows: Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned 1 Reelection Motohide Nishimura (July 6, 1955) 790,641 shares Apr. 1978 Aug. 1995 Jan. 1996 Jan. 1997 Jan. 1998 Jan. 2000 May 2007 Apr. 2009 Nov. 2010 Jan. 2012 Jan. 2013 Mar. 2015 June 2015 Jan. 2016 June 2016 May 2018 June 2018 Joined Okasan Securities Co., Ltd. Advisor of the Company Director, Deputy General Manager of Marketing Div. & General Manager of International Dept. Managing Director, Deputy General Manager of Administration Div. & General Manager of Administration Dept. Senior Managing Director, General Manager of Marketing Div. & General Manager of Marketing Administration Dept. Representative Director, President Representative Director, Chairman of STEC Co., Ltd. Representative Director, President & General Manager of Marketing Div. of the Company Representative Director, Chairman of Sanko Shoji Co., Ltd. Representative Director, President, General Manager of Marketing Div. & General Manager of International Div. of the Company Representative Director, President & General Manager of International Div. Representative Director, Chairman of ASHI ELECTRIC Co., Ltd. Representative Director, Chairman of Taiyo Tsushin Kogyo Co., Ltd. Representative Director, Chairman & Representative Director, President of STEC Co., Ltd. Representative Director, President of the Company (current position) Representative Director of Kansai Cable Wholesalers Association (current position) Director (Audit and Supervisory Committee Member) of KURABO INDUSTRIES LTD. (current position) [Reasons for nomination] Motohide Nishimura has extensive experience and a proven performance record, having been responsible for overall management of the Company for many years as its Representative Director, President. Having judged that he can appropriately perform his role in decision making of management and supervision of business execution, the Company once again nominates him as a candidate for Director. – 5 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned 2 Reelection Takao Tahara (January 5, 1951) 15,220 shares Mar. 1969 Nov. 2000 Jan. 2002 Jan. 2005 May 2005 Feb. 2007 Jan. 2008 Jan. 2012 Jan. 2012 Oct. 2014 Jan. 2016 June 2016 Nov. 2016 Apr. 2017 Nov. 2017 Apr. 2019 Oct. 2019 Aug. 2021 Joined the Company General Manager of Nagoya Branch Director & General Manager of Nagoya Branch Managing Director & General Manager of Nagoya Branch Managing Director, Deputy General Manager of Marketing Div. & General Manager of Nagoya Branch Managing Director, Executive Officer, Deputy General Manager of Marketing Div. & General Manager of Nagoya Branch Senior Managing Director, Executive Officer, Deputy General Manager of Marketing Div. & General Manager of Nagoya Branch Senior Managing Director, Executive Officer, Deputy General Manager of Marketing Div., Deputy General Manager of International Div. & General Manager of Nagoya Branch Representative Director, Chairman of SENSHU ELECTRIC INTERNATIONAL CO., LTD. (current position) Representative Director, President of SENSHU ELECTRIC PHILIPPINES CORPORATION Director, Vice President, Executive Officer, Deputy General Manager of Marketing Div., Deputy General Manager of International Div. & General Manager of Nagoya Branch of the Company Director, Vice President, Executive Officer, General Manager of International Div. & Deputy General Manager of Marketing Div. Director, Vice President, Executive Officer & General Manager of International Div. Director, Vice President, Executive Officer, General Manager of International Div. & General Manager of International Dept., International Div. Representative Director, Chairman of SENSHU ELECTRIC PHILIPPINES CORPORATION (current position) Director, Vice President, Executive Officer & General Manager of International Div. of the Company (current position) Representative Director, Chairman of SENSHU ELECTRIC VIETNAM CO., LTD. (current position) Director, Chairman of SENSHU ELECTRIC AMERICA, INC. (current position) [Reasons for nomination] Takao Tahara has extensive experience and a proven performance record in the overall marketing division and the overall international division of the Company. Having judged that he can appropriately perform his role in decision making of management and supervision of business execution, the Company once again nominates him as a candidate for Director. – 6 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned 3 4 Reelection Atsuhiro Yoshida (September 15, 1955) Reelection Kazuto Narita (January 18, 1960) Mar. 1974 July 2006 Oct. 2010 Jan. 2012 Jan. 2016 Jan. 2016 Nov. 2016 Jan. 2018 Jan. 2020 Mar. 1982 Jan. 2009 Jan. 2012 Jan. 2016 Jan. 2018 Jan. 2020 Joined the Company General Manager of Saitama Office General Manager of Sendai Branch Director, Executive Officer, Deputy General Manager of Marketing Div. & General Manager of Sendai Branch Managing Director, Executive Officer, Deputy General Manager of Marketing Div. & General Manager of Tokyo Branch Representative Director, President of ISUZU ELECTRIC Co., Ltd. Managing Director, Executive Officer & General Manager of Tokyo Branch of the Company Managing Director, Executive Officer, Deputy General Manager of Marketing Div. & General Manager of Tokyo Branch Senior Managing Director, Executive Officer, Deputy General Manager of Marketing Div. & General Manager of Tokyo Branch (current position) Joined the Company General Manager of General Affairs Dept. Executive Officer & General Manager of General Affairs Dept. Director, Executive Officer, Deputy General Manager of Administration Div. & General Manager of General Affairs Dept. Managing Director, Executive Officer, Deputy General Manager of Administration Div. & General Manager of General Affairs Dept. Senior Managing Director, Executive Officer, General Manager of Administration Div. & General Manager of General Affairs Dept. (current position) 7,500 shares 9,600 shares [Reasons for nomination] Atsuhiro Yoshida has extensive experience and a proven performance record in the marketing division of the Company. Having judged that he can appropriately perform his role in decision making of management and supervision of business execution, the Company once again nominates him as a candidate for Director. [Reasons for nomination] Kazuto Narita has extensive experience and a proven performance record in the administration division of the Company. Having judged that he can appropriately perform his role in decision making of management and supervision of business execution, the Company once again nominates him as a candidate for Director. – 7 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned [Reasons for nomination] Toyo Usho has extensive experience and a proven performance record in the marketing division of the Company. Having judged that he can appropriately perform his role in decision making of management and supervision of business execution, the Company once again nominates him as a candidate for Director. 5 Reelection Toyo Usho (May 1, 1969) 6 Reelection Kiyoto Fukada (September 26, 1955) Mar. 1988 June 2010 Jan. 2014 Jan. 2016 Nov. 2016 Jan. 2020 Nov. 2020 Jan. 2021 Mar. 1974 Apr. 2004 Nov. 2010 Jan. 2012 Jan. 2016 Nov. 2016 Jan. 2020 Jan. 2020 Joined the Company General Manager of Sapporo Branch Executive Officer & General Manager of Sapporo Branch Director, Executive Officer, Deputy General Manager of Marketing Div. & General Manager of Sapporo Branch Director, Executive Officer & General Manager of Sapporo Branch Managing Director, Executive Officer & General Manager of Sapporo Branch Managing Director & Executive Officer Senior Managing Director, Executive Officer & General Manager of Marketing Div. (current position) Joined the Company President of SHANGHAI SENSHU ELECTRIC INTERNATIONAL CO., LTD. General Manager of Fukuoka Branch of the Company Executive Officer & General Manager of Fukuoka Branch Director, Executive Officer, Deputy General Manager of Marketing Div. & General Manager of Fukuoka Branch Director, Executive Officer & General Manager of Fukuoka Branch Managing Director, Executive Officer & General Manager of Fukuoka Branch (current position) Chairman of SHANGHAI SENSHU ELECTRIC INTERNATIONAL CO., LTD. (current position) 4,300 shares 10,000 shares [Reasons for nomination] Kiyoto Fukada has extensive experience and a proven performance record in the marketing division of the Company. Having judged that he can appropriately perform his role in decision making of management and supervision of business execution, the Company once again nominates him as a candidate for Director. – 8 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned [Reasons for nomination] Motokazu Nishimura has extensive experience and a proven performance record in the international division of the Company. Having judged that he can appropriately perform his role in decision making of management and supervision of business execution, the Company once again nominates him as a candidate for Director. 7 8 9 Reelection Motokazu Nishimura (April 15, 1976) Reelection Nobuko Shimaoka (March 30, 1957) Reelection Masanori Hanayama (March 6, 1957) Apr. 2001 May 2006 Sept. 2009 July 2014 Apr. 2019 Jan. 2020 Jan. 2021 Aug. 2021 Mar. 1979 May 2013 Jan. 2016 Jan. 2020 Joined Hosiden Corporation Joined Nidec Corporation Joined the Company Representative Director, President of SENSHU ELECTRIC INTERNATIONAL CO., LTD. General Manager of International Dept., International Div. of the Company Executive Officer & General Manager of International Dept., International Div. Director, Executive Officer & General Manager of International Dept., International Div. (current position) Director, President of SENSHU ELECTRIC AMERICA, INC. (current position) Joined the Company General Manager of Accounting Dept. Executive Officer & General Manager of Accounting Dept. Director, Executive Officer, Deputy General Manager of Administration Div., General Manager of Accounting Dept. & General Manager of Export Administration Office (current position) Mar. 1975 Jan. 2009 May 2015 Jan. 2016 Nov. 2018 Jan. 2020 Joined the Company General Manager of 3rd Marketing Dept., Main Office General Manager of Hiroshima Branch Executive Officer & General Manager of Hiroshima Branch Executive Officer, Deputy General Manager of Osaka Main Office & General Manager of 3rd Marketing Dept. Director, Executive Officer, General Manager of Osaka Main Office & General Manager of 3rd Marketing Dept. (current position) 77,394 shares 7,100 shares 900 shares [Reasons for nomination] Nobuko Shimaoka has extensive experience and a proven performance record in the accounting division of the Company. Having judged that she can appropriately perform her role in decision making of management and supervision of business execution, the Company once again nominates her as a candidate for Director. [Reasons for nomination] Masanori Hanayama has extensive experience and a proven performance record in the marketing division of the Company. Having judged that he can appropriately perform his role in decision making of management and supervision of business execution, the Company once again nominates him as a candidate for Director. – 9 – 10 11 Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company New election Isamu Fukuda (February 5, 1963) Feb. 1991 Oct. 2010 Jan. 2016 Joined the Company General Manager of Management Planning Office Executive Officer & General Manager of Management Planning Office (current position) Number of the Company’s shares owned 1,400 shares [Reasons for nomination] Isamu Fukuda has extensive experience and a proven performance record in the management planning division of the Company. Having judged that he can appropriately perform his role in decision making of management and supervision of business execution, the Company nominates him as a new candidate for Director. Reelection Independent outside Tooru Muneoka (June 27, 1957) Sept. 1984 Feb. 1988 Sept. 1990 Apr. 2003 Apr. 2005 Apr. 2006 Mar. 2011 Jan. 2016 Jan. 2019 June 2019 Joined Osaka Office, Tohmatsu Awoki & Co. (currently Deloitte Touche Tohmatsu LLC) Registered as a certified public accountant Joined The Industrial Bank of Japan, Limited (currently Mizuho Bank, Ltd.), Deputy Manager of Credit Department Joined Sony Corporation, General Manager in Charge of Pension Planning Department Research fellow of Kansai University Professor of Graduate School of Kansai University, School of Accountancy (current position) Audit & Supervisory Board Member of DDS, Inc. (current position) Director of the Company (current position) Provisional Audit & Supervisory Board Member of KYOEI STEEL LTD. Audit & Supervisory Board Member of KYOEI STEEL LTD. (current position) 0 shares [Reasons for nomination and outline of expected roles] Tooru Muneoka has been nominated as a candidate for outside Director because the Company expects that he will continue to utilize his broad knowledge as a certified public accountant and a university professor to provide guidance and advice on the execution of duties by Directors, particularly from his perspective as an expert on finance and accounting. In addition, if his election is approved, he will be involved in the selection of officer candidates, determination of officer remuneration, etc. for the Company from an objective and neutral standpoint as a member of the Nominating Committee and the Remuneration Committee. He has never in the past been involved in the management of a company except as an outside officer. However, for the above reasons, the Company has judged that he can appropriately fulfill his duties as an outside Director. At the conclusion of this meeting, his tenure as outside Director of the Company will have been six years. – 10 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned 12 Reelection Independent outside Tsuyoshi Kondo (November 19, 1963) Apr. 1991 Apr. 1993 Apr. 1993 Apr. 2001 Apr. 2003 Apr. 2012 June 2016 Jan. 2018 Joined the Legal Training and Research Institute of the Supreme Court of Japan Registered as an attorney at law Joined Chiaki & Tsuyoshi Kondo Law Office President of KONDO LAW OFFICE (current position) Registered as a patent attorney Specially Appointed Professor of Graduate School of Kansai University, School of Law (current position) Audit & Supervisory Board Member of Nippon Shinyaku Co., Ltd. (current position) Director of the Company (current position) 0 shares [Reasons for nomination and outline of expected roles] Tsuyoshi Kondo has been nominated as a candidate for outside Director because the Company expects that he will continue to utilize his broad knowledge as an attorney at law and a patent attorney to provide guidance and advice on the execution of duties by Directors, particularly from his perspective as an expert on corporate legal affairs. In addition, if his election is approved, he will be involved in the selection of officer candidates, determination of officer remuneration, etc. for the Company from an objective and neutral standpoint as a member of the Nominating Committee and the Remuneration Committee. He has never in the past been involved in the management of a company except as an outside officer. However, for the above reasons, the Company has judged that he can appropriately fulfill his duties as an outside Director. At the conclusion of this meeting, his tenure as outside Director of the Company will have been four years. Notes: 1. The Company has a trading relationship including the buying/selling of products with SENSHU ELECTRIC INTERNATIONAL CO., LTD., where Takao Tahara concurrently serves as Representative Director and Chairman. 2. Other than the above mentioned, there is no special interest between any of the candidates and the Company. 3. 4. Tooru Muneoka and Tsuyoshi Kondo are candidates for outside Director. The Company has submitted notification to the Tokyo Stock Exchange that Tooru Muneoka and Tsuyoshi Kondo have been appointed as independent officers as provided for by the aforementioned exchange. If their reelection is approved, the Company plans for their appointments as independent officers to continue. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreements with Tooru Muneoka and Tsuyoshi Kondo to limit their liability for damages under Article 423, paragraph (1) of the Companies Act. Under these agreements, the maximum amount of liability for damages is the amount provided for under laws and regulations. If their reelection is approved, the Company plans to renew the aforementioned agreements with them. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance policy includes the Directors of the Company as the insureds. Under the insurance policy, the insurance company covers losses that may arise from an insured’s assumption of liability incurred in the course of the performance of duties as an officer or a person at a certain position, or receipt of claims pertaining to the pursuit of such liability. (However, there are coverage exclusions, such as losses arising from performance of an illegal act with full knowledge of its illegality.) If each candidate is elected and assumes office as Director, the Company will include each of them as an insured in the insurance policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms. – 11 – 5. 6. (Reference) Skill matrix of Directors after the conclusion of this meeting Name Motohide Nishimura Corporate management ● Industry knowledge ● Sales/ marketing ● International business ● ESG Compliance Finance/ accounting Takao Tahara Atsuhiro Yoshida Kazuto Narita Toyo Usho Kiyoto Fukada Motokazu Nishimura Nobuko Shimaoka Masanori Hanayama Isamu Fukuda Tooru Muneoka Tsuyoshi Kondo Hiromichi Yamajo Shinichi Mori Masaki Hirata ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● – 12 –