Notice of the 76th Annual General Meeting of Shareholders（258KB）

May 29, 2024 at 11:04 PM UTC · Issued by Inaba Denkisangyo Co., Ltd.

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: 9934

May 31, 2024

To our shareholders:

Seiichi Kita

President and Representative Director

Inaba Denki Sangyo Co., Ltd.

4-11-14, Itachibori, Nishi-ku, Osaka

Notice of the 76th Annual General Meeting of Shareholders

You are cordially invited to attend the 76th Annual General Meeting of Shareholders of Inaba Denki Sangyo Co., Ltd. (the "Company"), which will be held as described below.

When convening this general meeting of shareholders, the Company takes measures for providing in electronic format the information that constitutes the content of reference documents for the shareholders meeting, etc. (matters for which measures for providing information in electronic format are to be taken). This information is posted on each of the following websites, so please access either of those websites to confirm the information.

The Company's website: https://www.inaba.co.jp/financer/stocksinfo/meeting/ (in Japanese)

(Access the Company's website above and check the "Related Documents" section.)

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the TSE website using the internet address shown above, enter "Inaba Denki Sangyo Co., Ltd." in "Issue name (company name)" or the Company's securities code "9934" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/9934/teiji/ (in Japanese)

Those unable to attend the meeting in person may exercise their voting rights via the Internet, etc. or in writing; please review the Reference Documents for the General Meeting of Shareholders below and exercise your voting rights by 5:15 p.m. on Thursday, June 20, 2024 (JST).

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Election of Four Directors Who Are Audit and Supervisory Committee Members

Determination of Remuneration for the Allotment of Restricted Stock to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors)

Election of Five Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Appropriation of Surplus

1. Date and Time: Friday, June 21, 2024, at 10:00 a.m. (JST)

2. Place:	The Company's 11th Floor Conference Room
	4-11-14, Itachibori, Nishi-ku, Osaka

3. Purpose of the Meeting Matters to be reported

The Business Report and the Consolidated Financial Statements for the 76th fiscal year (from April 1, 2023 to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit and Supervisory Committee
The Non-consolidated Financial Statements for the 76th fiscal year (from April 1, 2023 to March 31, 2024)

Matters to be resolved

Proposal No. 1

Proposal No. 2

Proposal No. 3

Proposal No. 4

Of the matters for which measures for providing information in electronic format are to be taken, the following matters are posted online on the aforementioned websites pursuant to the provisions of laws and regulations and the Articles of Incorporation, and are not provided in the paper-based documents delivered to shareholders who have made a request for delivery of such documents.
1. "Matters Related to Share Acquisition Rights, Etc. of the Company," and "Systems and Policies of the Company" in the Business Report
2. "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
3. "Non-consolidatedStatement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-Consolidated Financial Statements

Documents subject to audit, including the matters stated above, have been audited by the Audit and Supervisory Committee and the Financial Auditor.

In the event of revisions to the matters for which measures for providing information in electronic format are to be taken, a notice of the revisions and the details of the matters before and after the revisions will be posted on the aforementioned websites.

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1 Appropriation of Surplus

The Company considers the return of profit to its shareholders as one of the priority issues of management and it follows a basic policy to maintain a medium-term total return ratio, which includes both dividends and purchases of treasury shares, at the 50% level. In addition to paying stable dividends twice a year (interim dividend and year-end dividend), the Company pays special dividends and implements purchases of treasury shares in a flexible manner, taking into consideration stock market trends.

Based on this policy, the Company proposes to pay an ordinary dividend for the current fiscal year of ¥60 per share. Furthermore, the Company proposes to pay an additional ¥10 per share as a special dividend to reciprocate the support received from our shareholders for a total year-end dividend of ¥70 per share. As a result, when combined with the interim dividend already paid of ¥60 per share, it adds up to an annual dividend of ¥130 per share.

Year-end dividends

Type of dividend property Cash
Allotment of dividend property and their aggregate amount ¥70 per common share of the Company

Total dividends

¥3,918,445,230

Effective date of dividends of surplus June 24, 2024

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Proposal No. 2 Election of Five Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

The terms of office of all five Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter, the same applies in this proposal) will expire at the conclusion of this meeting. In that regard, the Company proposes the election of five 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.

List of candidates

Candidate		Name	Position and Responsibilities in the Company
No.


1	Reelection	Yoshihiro Moriya	Chairperson and Representative Director

2	Reelection	Seiichi Kita	President and Representative Director

3	Reelection	Kazumi Horike	Director and Senior Managing Executive Officer and supervising
Strategic Sales Headquarters and Industrial Automation Company


			Director and Managing Executive Officer, Electrical Construction
4	Reelection	Hiroaki Tashiro	Materials Company and supervising Safety and Quality Management
			Division

5	Reelection	Naoto Mizokoshi	Director and Executive Officer, Administrative Headquarters and
General Manager, General Affairs Department

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Candidate	Name	Career summary, and position and responsibility in the	Number of the
Company (Significant concurrent positions outside the	Company's
No.	(Date of birth)
	Company)	shares owned

		Mar. 1974	Joined the Company
		June 1998	Director and Division Manager, Electrical
			Construction Materials Division
		Apr. 2001	Director, Electrical Construction Materials
			Headquarters and Division Manager,
			Electrical Construction Materials Division
		Oct. 2001	Director, Electrical Construction Materials
			Headquarters and Division Manager,
			Electrical Construction Materials Division
			and Division Manager, Kinki Region
			Electrical Construction Materials Division
		Apr. 2002	Director, Electrical Construction Materials	159,637
			Headquarters
		Apr. 2003	Managing Director, Electrical Construction
	Yoshihiro Moriya		Materials Headquarters
1	(September 20, 1951)	Apr. 2004	President and Representative Director and
		Head of Electrical Construction Materials

	Reelection		Headquarters
		Apr. 2005	President and Representative Director
		Apr. 2010	President and Representative Director and
			Head of Sales & Marketing Headquarters
		Apr. 2012	President and Representative Director
		June 2019	Chairperson and Representative Director
			(current position)

Reasons for nomination as candidate for Director

Yoshihiro Moriya is currently the Chairperson and Representative Director, and having led the management of the Company for many years, he has accomplished numerous achievements through his visionary leadership that have expanded the business and enhanced the corporate value. The Company requests his re-election, deeming that his broad knowledge founded on his wealth of experience and achievements equips him with the ability to fulfill his responsibilities and duties as a Director of the Company.

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Candidate	Name	Career summary, and position and responsibility in the	Number of the
Company (Significant concurrent positions outside the	Company's
No.	(Date of birth)
	Company)	shares owned

		Mar. 1982	Joined the Company
		June 2011	Director and Division Manager, Electrical
			Wholesale West Japan Division
		Apr. 2014	Managing Director and supervising
			Electrical Wholesale West Japan Division
			and INABA DENKO Division
		Oct. 2014	Managing Director, Manufacturing and
			Research & Development Headquarters and
			supervising Electrical Wholesale West Japan
			Division and INABA DENKO Division
		Apr. 2015	Managing Director, Manufacturing and	61,983
			Research & Development Headquarters and
			supervising INABA DENKO Division
	Seiichi Kita	Apr. 2016	Managing Director, INABA DENKO
2	(August 19, 1959)		Headquarters
	Apr. 2019	Managing Director
	Reelection
	June 2019	President and Representative Director

		Apr. 2021	President and Representative Director and
			Head of Research & Development
			Headquarters
		Apr. 2023	President and Representative Director
			(current position)
		Reasons for nomination as candidate for Director
		Seiichi Kita is currently the President and Representative Director, and he has
		broadly contributed to business expansion and further enhancement of
		corporate value through his strong leadership and in-depth knowledge of the
		industry in general. The Company requests his re-election, deeming that his
		broad knowledge founded on his wealth of experience and achievements equips
		him with the ability to fulfill his responsibilities and duties as a Director of the
		Company.
		Mar. 1984	Joined the Company
		July 2020	Executive Officer, Industrial Automation
			Company
		Apr. 2022	Managing Executive Officer, Industrial
			Automation Company
		June 2022	Director and Managing Executive Officer,	32,684
			Industrial Automation Company
	Kazumi Horike	Apr. 2023	Director and Senior Managing Executive
		Officer, Industrial Automation Company
3	(September 12, 1961)
Apr. 2024	Director and Senior Managing Executive


	Reelection		Officer and supervising Strategic Sales
			Headquarters and Industrial Automation
			Company (current position)
		Reasons for nomination as candidate for Director
		Kazumi Horike is currently the Director and Senior Managing Executive
		Officer. The Company requests his re-election, deeming that his broad
		knowledge founded on his wealth of experience and achievements in the
		Company's Industrial Automation Business equips him with the ability to fulfill
		his responsibilities and duties as a Director of the Company.

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Candidate	Name	Career summary, and position and responsibility in the	Number of the
Company (Significant concurrent positions outside the	Company's
No.	(Date of birth)
	Company)	shares owned

		June 1991	Joined the Company
		June 2017	Director and Division Manager, Electrical
			Construction Materials West Japan Division
		Apr. 2019	Director, Electrical Construction Materials
			Company
		Apr. 2022	Director and Managing Executive Officer,
			Electrical Construction Materials Company
			and General Manager, Sales Information	26,974
			Department

	Hiroaki Tashiro	Apr. 2023	Director and Managing Executive Officer,
		Electrical Construction Materials Company
4	(April 12, 1967)
	and supervising Strategic Sales Headquarters

	Reelection	Apr. 2024	Director and Managing Executive Officer,
			Electrical Construction Materials Company
			and supervising Safety and Quality
			Management Division (current position)
		Reasons for nomination as candidate for Director
		Hiroaki Tashiro is currently the Director and Managing Executive Officer,
		Electrical Construction Materials Company, and the Company requests his re-
		election, deeming that his broad knowledge founded on his wealth of
		experience and achievements in the Company's Electrical Equipment &
		Materials Business equips him with the ability to fulfill his responsibilities and
		duties as a Director of the Company.
		Apr. 1993	Joined the Company
		July 2020	Executive Officer and General Manager,
			General Affairs Department and in charge of
			Human Resources
		Apr. 2021	Executive Officer, Administrative	6,831
			Headquarters and General Manager, General
	Naoto Mizokoshi		Affairs Department
	June 2022	Director and Executive Officer,
5	(May 25, 1969)
	Administrative Headquarters and General

	Reelection		Manager, General Affairs Department
		(current position)

		Reasons for nomination as candidate for Director
		Naoto Mizokoshi is currently Director and Executive Officer, Administrative
		Headquarters. The Company requests his re-election, deeming that his broad
		knowledge founded on his wealth of experience and achievements in the
		Company's corporate headquarters equips him with the ability to fulfill his
		responsibilities and duties as a Director of the Company.
(Notes) 1.	There is no special interest between any of the candidates and the Company.

2. 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. If the election of each candidate for Director is approved, each of them will continue to be included as an insured in the policy. In addition, when the policy is renewed, the Company plans to also renew the policy with the same terms.

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Proposal No. 3 Election of Four Directors Who Are Audit and Supervisory Committee Members

The terms of office of all four Directors who are Audit and Supervisory Committee Members will expire at the conclusion of this meeting, and Katsuhiro Nakamura will retire. In that regard, the Company proposes the election of four Directors who are Audit and Supervisory Committee Members.

In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal. The candidates for Director who is an Audit and Supervisory Committee Member are as follows.

List of candidates

Candidate		Name	Position and Responsibilities in the Company
No.


1	Reelection	Hiroshi Hashizume	Outside Director (Standing Audit and Supervisory Committee Member)

2	Reelection	Masaaki Sakamoto	Outside Director (Audit and Supervisory Committee Member)

3	Reelection	Tomoe Fujiwara	Outside Director (Audit and Supervisory Committee Member)

4	New election	Shoko Kamuro

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Candidate	Name	Career summary, and position and responsibility in the	Number of the
Company (Significant concurrent positions outside the	Company's
No.	(Date of birth)
	Company)	shares owned

		Feb. 2004	Manager of Kita Narashino Branch of
			Resona Bank, Limited
		Apr. 2009	General Manager of Business Process
			Reengineering Department of Resona
			Holdings, Inc.
		Apr. 2009	General Manager of Business Process
			Reengineering Department of Resona Bank,
			Limited
	Hiroshi Hashizume	Apr. 2014	Standing Audit and Supervisory Board	0
		Member of Resona Bank, Limited
	(July 14, 1961)
	Apr. 2018	Senior Managing Director of Resona

1	Reelection		Business Service Co., Ltd.
Independent officer	Apr. 2022	Advisor of Resona Business Service Co.,

		Ltd.

	Candidate for outside	June 2022	Outside Director (Standing Audit and
		Supervisory Committee Member) of the
	Director
		Company (current position)

		Reasons for nomination as candidate for outside Director who is an Audit and
		Supervisory Committee Member and overview of expected roles
		Hiroshi Hashizume has cultivated broad knowledge in financial institutions for
		many years and gained a wealth of experience as a Standing Audit and
		Supervisory Board Member and Director at another company. The Company
		requests his reelection, deeming that his knowledge and experience equip him
		with the ability to fulfill his responsibilities and duties as an outside Director
		who is an Audit and Supervisory Committee Member of the Company.

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Candidate	Name	Career summary, and position and responsibility in the	Number of the
Company (Significant concurrent positions outside the	Company's
No.	(Date of birth)
	Company)	shares owned

		Apr. 1992	Joined NEC Corporation
		July 1997	Joined NEC Planning Research, Ltd.
		June 2005	Collaborating Researcher, Hitotsubashi
			University Institute of Innovation Research
		Jan. 2006	Joined Fuji Xerox Learning Institute, Inc.
			(currently Persol Research and Consulting
			Co., Ltd.)
		Apr. 2012	Part-time lecturer, Graduate School - Tokyo	1,800
			Metropolitan University

	Masaaki Sakamoto	Apr. 2019	Visiting professor, Graduate School - J.F.
		Oberlin University
	(April 3, 1969)
	Apr. 2020	Associate professor, J.F. Oberlin University

2	Reelection		(current position)
Independent officer	June 2020	Outside Director (Audit and Supervisory

		Committee Member) of the Company
	Candidate for outside		(current position)
	Reasons for nomination as candidate for outside Director who is an Audit and
	Director
	Supervisory Committee Member and overview of expected roles

		Masaaki Sakamoto is a scholar of technology business management. The
		Company requests his re-election, deeming that his expert knowledge,
		experience, etc. in corporate management and strategy, gained mainly through
		management consulting, equip him with the ability to fulfill his responsibilities
		and duties as an outside Director who is an Audit and Supervisory Committee
		Member of the Company. He has never been directly involved in the
		management of a company, except as an outside Director. However, the
		Company judges he can appropriately fulfill his duties as an outside Director
		who is an Audit and Supervisory Committee Member based on the above
		reasons.

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