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Notice of the 18Th Ordinary General Meeting Of (Translation) The following is an English translation of the Notice of the 18th Ordinary General Meeting of Shareholders of Renesas Electronics Corporation to be held on March 27, 2020 (as well as the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements with respect to the 18th Business Period, and report on the results of the audit conducted on such Consolidated Financial Statements by the independent auditors and the Board of Corporate Auditors), except for translations of the instructions on voting rights and the access map for the place of the meeting in the notice. The following English translation is provided for your reference and convenience only. Should there be any inconsistency between this translation and the official Japanese original, the latter shall prevail. Renesas Electronics Corporation Securities Code: 6723 3-2-24 Toyosu, Koto-ku, Tokyo Tetsuya Tsurumaru Representative Director, Chairman March 6, 2020 To Our Shareholders: NOTICE OF THE 18TH ORDINARY GENERAL MEETING OF SHAREHOLDERS The Eighteenth Ordinary General Meeting of Shareholders (this “General Meeting”) of Renesas Electronics Corporation (the “Company”) will be held as follows: 1. DATE AND TIME: March 27, 2020 (Friday) at 10:00 A.M. (Japan Standard Time) (The reception will begin at 9:30 A.M.) 2. PLACE: Toyosu Civic Center Hall, 5F, at 2-18, Toyosu 2-chome, Koto-ku, Tokyo, Japan 3. AGENDA OF THE GENERAL MEETING: MATTERS TO BE REPORTED UPON Report on the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements, and report on the results of the audit conducted on the Consolidated Financial Statements by the independent auditors and the Board of Corporate Auditors with respect to the 18th Business Period from January 1, 2019 to December 31, 2019. 1 (Translation) MATTERS TO BE VOTED UPON: (1) Election of Six (6) Directors (2) Election of One (1) Corporate Auditor (3) Determination of the terms and the amount of renumeration etc. regarding stock acquisition rights to be granted as stock options to the Company’s Outside Directors. Please note that souvenirs will not be provided to the attendees at this General Meeting. We would appreciate your understanding. Notes on Stock Acquisition Rights, etc. of the Company in the Business Report, Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial Statements are disclosed on the Company’s website (https://www.renesas.com/us/en/about/ir.html) in accordance with Article 16 of its Articles of Incorporation, so they are not included in this notice. If revisions are made to the Reference Documents for this General Meeting, Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements, the Company will inform you through its website (https://www.renesas.com/us/en/about/ir.html). 2 (Translation) REFERENCE DOCUMENTS FOR THIS GENERAL MEETING Proposal No. 1: Election of Six (6) Directors The terms of office held by all Directors will expire at the conclusion of this General Meeting. Accordingly, we request that six (6) Directors be elected at this General Meeting. It is proposed that the following six (6) candidates be elected as Directors (including four (4) Outside Directors) in order to incorporate diverse and global perspectives to the Board of Directors. These candidates for Directors have been selected by the Board of Directors based on suggestion by the Voluntary Nomination Committee which is chaired by an Independent Outside Director and a majority of such committee being comprised of Independent Outside Directors. The candidates are as follows: Attendance at Current Position Years Served No. Name (Age) Meetings of the at the Company as Director Board of Directors 100% Tetsuya Tsurumaru (65) Representative Director, 7 years and 1 (15 times out of <Reappointment> Chairman 9 months 15 times) 100% Hidetoshi Shibata (47) Representative Director, 4 years and 2 (15 times out of <Reappointment> President and CEO 8 months 15 times) Tetsuro Toyoda (57) 100% <Reappointment> 6 years and 3 Outside Director (15 times out of <Outside Director> 1 month 15 times) <Independent Director> Jiro Iwasaki (74) 100% <Reappointment> 3 years and 4 Outside Director (15 times out of <Outside Director> 9 months 15 times) <Independent Director> Selena Loh Lacroix (55) <New appointment> 5 - - - <Outside Director> <Independent Director> Arunjai Mittal (49) <New appointment> 6 - - - <Outside Director> <Independent Director> (Note) 1. “Years Served as Director” for Mr. Hidetoshi Shibata indicates the total period served by him as Director. 2. Ms. Selena Loh Lacroix is a foreign national and female Director candidate. Mr. Arunjai Mittal is a foreign national Director candidate. 3 (Translation) Brief Employment History, Position, Responsibility and No. Name Important Concurrent Positions 1 Tetsuya Tsurumaru April 1979 Joined Hitachi, Ltd. <Reappointment> April 2003 General Manager, Naka Factory, MCU & SOC Date of Birth: Business Unit, Renesas Technology Corp. August 29, 1954 (currently, Renesas Electronics Corporation) Number of the Company’s April 2006 General Manager, Strategic Production Planning Shares Held: Division, Production and Technology Unit, Renesas 9,900 Technology Corp. Attendance at Meetings of April 2008 Managing Officer, and Executive General Manager, the Board of Directors: Production and Technology Unit, Renesas 15 times out of 15 times Technology Corp. (100%) April 2010 Senior Vice President, and Associate Chief of Production and Technology Unit, the Company April 2011 Senior Vice President, and Chief of Production and Technology Unit, the Company June 2012 Member of the Board of Directors, Senior Vice President, the Company February 2013 Representative Director, President, the Company June 2013 Representative Director, President and COO, the Company December 2015 Representative Director, President and CEO, the Company June 2016 Representative Director, Chairman, the Company (present) 【Reasons for selection as a candidate for Director】 The Company selected this candidate for Director with the expectation that he would enhance the corporate value by demonstrating leadership skills to expedite the decision-making process and strengthen the ability to propose semiconductor solutions, based on the abundant knowledge, experiences and achievements cultivated through years of management experiences in the semiconductor industry. He has served as Director for 7 years and 9 months at the closure of this General Meeting. 4 (Translation) Brief Employment History, Position, Responsibility and No. Name Important Concurrent Positions 2 Hidetoshi Shibata April 1995 Joined Central Japan Railway Company <Reappointment> August 2001 Joined MKS Partners Limited as Principal Date of Birth: August 2004 Partner, MKS Partners Limited November 16, 1972 October 2007 Joined Global Private Equity, Merrill Lynch Japan Number of the Company’s Securities Co., Ltd as Managing Director Shares Held: September Joined Investment Group, Innovation Network 2,500 2009 Corporation of Japan (currently, Japan Investment Attendance at Meetings of Corporation) as Managing Director the Board of Directors: June 2012 Executive Managing Director, Investment Group, 15 times out of 15 times Innovation Network Corporation of Japan (currently, (100%) Japan Investment Corporation) October 2013 Member of the Board of Directors, the Company November Executive Vice President, Member of the Board of 2013 Directors and CFO, the Company June 2016 Executive Vice President and CFO, the Company March 2018 Executive Vice President, Member of the Board of Directors and CFO, the Company July 2019 Representative Director, President and CEO, the Company (present) 【Reasons for selection as a candidate for Director】 The Company selected this candidate for Director with the expectation that he would enhance the corporate value by demonstrating leadership skills to expedite the decision-making process and strengthen the ability to propose semiconductor solutions, based on the abundant knowledge, experiences and achievements cultivated through global and various management experiences. He has served as Director for a combined total of 4 years and 8 months at the closure of this General Meeting. 5 (Translation) Brief Employment History, Position, Responsibility and No. Name Important Concurrent Positions 3 Tetsuro Toyoda April 1986 Joined Tokio Marine and Fire Insurance Co., Ltd. <Reappointment> (currently, Tokio Marine & Nichido Fire Insurance <Outside Director> Co., Ltd.) <Independent Director> July 2001 Joined MKS Partners Limited as Partner Date of Birth: May 2008 Joined Deloitte Tohmatsu FAS Co., Ltd. (currently, November 10, 1962 Deloitte Tohmatsu Financial Advisory LLC) as Senior Number of the Company’s Advisor Shares Held: September 2009 Joined Innovation Network Corporation of Japan 0 (currently, Japan Investment Corporation) as Attendance at Meetings of Managing Director the Board of Directors: June 2012 Executive Managing Director, Investment Group, 15 times out of 15 times Innovation Network Corporation of Japan (currently, (100%) Japan Investment Corporation) June 2013 Senior Executive Managing Director, Innovation Network Corporation of Japan (currently, Japan Investment Corporation) February 2014 Outside Member of the Board of Directors, the Company (present) June 2016 Co-Chief Investment Officer, Member of the Board, Head of Investment Group, Innovation Network Corporation of Japan (currently, Japan Investment Corporation) September 2018
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