Notice Regarding Partial Amendments to Articles of Incorporation

TOKYO, Japan, February 25, 2022 ― Renesas Electronics Corporation (TSE:6723), a premier supplier of advanced semiconductor solutions, today announced that it has resolved at the Meeting of Board of Directors held on February 25, 2022, to submit a proposal to amend part of its Articles of Incorporation to the 20^th Ordinary General Meeting of Shareholders, scheduled to be held on March 30, 2022.

1. Reason for Amendments

(1) The Act for Partially Amending the Industrial Competitiveness Act was promulgated in June 2021. Under the provisions of the Articles of Incorporation, when certain conditions are met, listed companies may hold "general shareholders’ meetings with no designated location" (a general shareholders’ meeting attended by directors and shareholders via the Internet without having a physical venue; hereinafter referred to as "Virtual Only Shareholders’ Meeting").

In response to the amended Act, Renesas proposes an amendment to the Articles of Incorporation to enable the election of a Virtual Only Shareholders’ Meeting as a method of holding our General Meeting of Shareholders.

As a global company, Renesas is working to strengthen a variety of corporate governance measures with the aim of achieving sustainable increases in corporate value. Among these, Renesas regards the General Meeting of Shareholders as a valuable opportunity to promote dialogue with shareholders. The company believes it is important to reduce the physical constraints on shareholders who previously had difficulty attending the General Meeting of Shareholders due to factors such as travel time and expenses, and to provide more shareholders with the opportunity to attend the General Meeting of Shareholders.

In the current social environment, digitization is progressing rapidly, and the spread of new coronavirus infection remains unpredictable. Even if this situation resolves, there are always risks associated with the outbreak of new infectious diseases and large-scale disasters including natural disasters. Even during such emergencies, Renesas needs to be prepared to hold a General Meeting of Shareholders while ensuring the health and safety of our shareholders.

In addition, holding a General Meeting of Shareholders in a physical venue during the current Covid-19 pandemic inevitably means people will physically gather in one place for the preparation and operation of the meeting, which increases the risk of disease transmission. If staff or other related individuals are subject to quarantine measures, preparation for or operation of the meeting may be hindered.

The use of Virtual Only Shareholders’ Meetings has been increasing in the United States and the United Kingdom for some time, and since the spread of the Covid-19 pandemic the use of such meetings has been increasing in European countries such as France and Germany.

Since the 18th Ordinary General Meeting of Shareholders held in March 2020, Renesas has held a hybrid (virtual and in-person) General Meeting of Shareholders that allows shareholders to view, ask questions, express opinions, and exercise voting rights via the Internet and other means. In response to the recent revisions to the law, Renesas intends to introduce a Virtual Only Shareholders’ Meeting as a further step forward.

Renesas believes it is vital to actively incorporate the development of information technology and build an optimal approach to enabling dialogue with many shareholders without being bound by traditional methods. In this sense, Renesas believes that the introduction of a Virtual Only Shareholders’ Meeting will further enhance accessibility for our shareholders and contribute to the vitalization, efficiency and facilitation of our General Meeting of Shareholders, and in turn, the benefit of our shareholders.

(2) If this proposal is approved at the General Meeting of Shareholders, the method of holding the General Meeting of Shareholders will be decided at the meeting of the Board of Directors, where a majority is comprised of Independent Outside Directors, each time a General Meeting of Shareholders is held. When deciding whether to hold a Virtual Only Shareholders’ Meeting, Renesas will carefully consider the decision, taking into account the circumstances surrounding the Company and our shareholders at the time of the meeting, the agenda of the General Meeting of Shareholders, and our shareholders’ opinions. For example, in cases where it would be necessary to hold dialogue with shareholders, Renesas would not hold a Virtual Only Shareholders’ Meeting for the purpose of inappropriately hindering shareholders’ right to dialogue.

In order to ensure the effective functioning of a Virtual Only Shareholders’ Meeting, Renesas will not only establish measures to address the infrastructure, communication problems, and support systems for shareholders, such as the IT system, but will also notify shareholders of the reason for deciding to hold a Virtual Only Shareholders’ Meeting, procedures for attending the meeting, the method of questions and motions, the method of exercising voting rights, and other necessary matters by giving notice of the General Meeting of Shareholders, in accordance with the Companies Act and related guidelines. On the day of the General Meeting of Shareholders, Renesas will take the same approach as in previous General Meetings of Shareholders in answering questions to the greatest extent practicable, considering the public disclosure of questions and answers after the meeting, and taking measures to ensure the rights of shareholders are not impaired.

For the amendment of Articles of Incorporation to enable the holding of a Virtual Only Shareholders’ Meeting, the law stipulates that a Virtual Only Shareholders’ Meeting must contribute to strengthening industrial competitiveness while giving consideration to securing the interests of shareholders. It is therefore required to receive confirmation from the Minister of Economy, Trade and Industry and the Minister of Justice that the requirements stipulated by the Ordinance of the Ministry of Economy, Trade and Industry and the Ordinance of the Ministry of Justice are met; Renesas has already received these confirmations.

2. Details of Amendments

The details of the amendments to the Articles of Incorporation are as follows.

(The changes are underlined.)

3. Schedule

20th Ordinary General Shareholders' Meeting: March 30, 2022
Effective date of amendments to Articles of Incorporation: March 30, 2022

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723) delivers trusted embedded design innovation with complete semiconductor solutions that enable billions of connected, intelligent devices to enhance the way people work and live. A global leader in microcontrollers, analog, power, and SoC products, Renesas provides comprehensive solutions for a broad range of automotive, industrial, Infrastructure, and IoT applications that help shape a limitless future. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitter, YouTube and Instagram.

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