NOTICE OF THE 20th ORDINARY
GENERAL MEETING OF SHAREHOLDERSTOA Valve Engineering Inc.

Note: The following is an English translation of the original Japanese version, prepared only for theconvenience of non-Japanese speaking shareholders. In case of any discrepancy between thetranslation and the Japanese original, the latter shall prevail.

Securities Code: 6466
December 9, 2019
To Shareholders:Koumei Sasano
President, Representative Director

Toa Valve Engineering Inc.
5-12-1, Nishitachibana-cho,Amagasaki-shi, Hyogo, Japan

Notice of the 20th Ordinary General Meeting of Shareholders
You are cordially invited to the 20th Ordinary General Meeting of Shareholders of Toa Valve Engineering
Inc. (the “Company”) to be held as described below.
If you are unable to attend the meeting in person, you can exercise your voting rights in writing. Please
review the attached Reference Documents for the General Meeting of Shareholders, indicate yourapproval or disapproval of the matters to be resolved on the voting form enclosed herewith and returnit by postal mail so that it is received by no later than 5:00 p.m., Monday, December 23, 2019 (JST).

1. Date and Time:
2. Place:

Tuesday, December 24, 2019 at 10:00 a.m. (JST)Miyako Hotel Amagasaki (formerly, Miyako Hotel New Archaic),
Ho-Oh South (3rd floor) 2-7-1, Showa-dori, Amagasaki-shi, Hyogo, Japan

3. Agenda for the Meeting:
Matters to be reported
1. The Business Report, Consolidated Financial Statements, and Audit Reportof Consolidated Financial Statements by the Financial Auditor and the Audit
and Supervisory Committee for the 20th Fiscal Year (from October 1, 2018
to September 30, 2019)
2. The Non-consolidated Financial Statements for the 20th Fiscal Year (fromOctober 1, 2018 to September 30, 2019)
Matters to be resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Partial Amendments to the Articles of Incorporation
Proposal No. 3 Election of Six Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 4 Election of One Substitute Director Who Is an Audit and Supervisory
Committee Member

1

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If you attend the meeting in person, please submit the enclosed voting form at the reception
desk of the meeting.
As the reception desk is expected to be crowded just before the meeting starts, please arrive
earlier if possible. The reception desk is scheduled to open at 9:00 a.m.
Pursuant to relevant laws and regulations and Article 16 of the Articles of Incorporation of theCompany, the following documents are not included in the documents attached to this noticesince they have been made accessible on the Company’s website (https://www.toavalve.co.jp)
instead.
(1) “3. Systems for Ensuring Properness of Business Operations” of the Business Report(2) “Notes to Consolidated Financial Statements” attached to the Consolidated Financial
Statements(3) “Notes to Non-consolidated Financial Statements” attached to the Non-consolidated
Financial Statements
The documents attached to this notice make up only a part of what was audited for the Business
Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements
by the Audit and Supervisory Committee in the course of the preparation of its audit report.
Furthermore, these documents also make up only a part of what was audited for theConsolidated Financial Statements and the Non-consolidated Financial Statements by the
Financial Auditor in the course of the preparation of the financial audit report.
If any modification(s) or amendment(s) are made to any of the Reference Documents for the
General Meeting of Shareholders, Business Report, Consolidated Financial Statements andNon-consolidated Financial Statements, the Company will post such modifications oramendments on the Company’s website (https://www.toavalve.co.jp).
Please note that instead of sending a “Notice of Voting Results” to shareholders by postal mail,the Company will disclose the results of the resolutions of the General Meeting of Shareholders
on the Company’s website (https://www.toavalve.co.jp).

If you have any questions or doubts regarding the contents of Reference Documents, please send
the Company an e-mail (address: tve@toavalve.co.jp).

2Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

Year-end dividends
Concerning profit distribution, the Company has a basic policy of bringing about maximum profit throughefficient use of optimal allocation of management resources and of providing stable dividends, andimplements a policy of paying dividends that allows shareholders to hold shares in a long-term and stablemanner.
In the Company’s consolidated results for the fiscal year under review, sales increased slightly, while ordinary
income decreased slightly. Nevertheless, as the result of resuming recording of deferred tax assets from thecurrent fiscal year, profit attributable to owners of parent increased by 48.8% year on year. As deferred tax
assets were not recorded due to the unstable business performance caused by the accident at the Fukushima
Daiichi Nuclear Power Station of Tokyo Electric Power Company, in the fiscal year under review therecorded amount increased as a direct consequence of the increase in profit attributable to owners of parent.
Therefore, in accordance with the dividend policy, and after considering the situation and backgrounddescribed above, the Company proposes to pay a year-end dividend for the fiscal year of ¥25 per share, anincrease of ¥5 per share compared with the previous fiscal year.
Since an interim dividend of ¥15 per share was paid for the fiscal year, total annual dividends will be ¥40 per
share.
1. Type of dividend property
Cash
2. Allotment of dividend property to shareholders and the aggregate amount thereof¥25 per common share of the Company

Total dividends of ¥57,098,075

As an interim dividend of ¥15 per common share of the Company was paid in June this year, annual
dividends will amount to ¥40 per share.
3. Effective date of dividends of surplus
December 25, 20193

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal(1) As the Company approaches the 100th anniversary of its founding in 2022, we have set reaching the
Global Niche Top as our future vision as stated in the Medium-Term Management Plan released inJune 2019, and we will change the Company’s trade name to increase recognizability and familiarity
on a global level.
(2) In light of the current conditions of the businesses of the Company, in order to reflect more accurately
our business activities and in response to the diversification thereof, the Company proposes to amend
Article 2 (Purpose) of the current Articles of Incorporation.
(3) The Company will make the necessary changes accompanying the above amendments.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined portions indicate amendments.)
Proposed Amendments

Current Articles of Incorporation

Chapter I General Provisions
Chapter I General Provisions(Trade Name)(Trade Name)
Article 1 The name of the Company shall be “Toa Valve
Article 1 The name of the Company shall be “Kabushiki
Engineering Kabushiki Kaisha” and in English it
Kaisha TVE” and in English it shall be “TVEshall be “Toa Valve Engineering Inc.”
Co., Ltd.”(Purpose)
Article 2 The purpose of the Company shall be to engage
in the following business activities:
1. – 11.
(Omitted)(Newly established)(Purpose)
Article 2

12.

(Omitted)

13.

Articles 3 – 44

(Omitted)

Articles 3 – 44

1. – 11.
12.

(Newly established)(Unchanged)(Unchanged)
Commissioned and contracted services forresearch on decommissioning of nuclear power
stations(Unchanged)(Unchanged)

Supplementary Provision
The amendments to Article 1 (Trade Name) shall takeeffect on October 1, 2020. Meanwhile, this supplementaryprovision shall be deleted after the effective date of theamendments to Article 1.

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Proposal No. 3

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

The terms of office of all seven Directors (Excluding Directors who are Audit and Supervisory Committee
Members. The same applies in this proposal.) will expire at the conclusion of this meeting.
At this juncture, it is proposed that six Directors be elected.
The Company’s Audit and Supervisory Committee had no matters to point out regarding this proposal.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Koumei Sasano(September 10, 1953)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1982

Joined Toa Engineering Co., Ltd.

Apr. 2010

Executive Officer, General Manager of Sales
Headquarters of the Company

Dec. 2012

Director, Managing Executive Officer, General
Manager of Sales Headquarters

July 2014

Director, Senior Managing Officer, General
Manager of Sales Headquarters

July 2014

Director of Toa Create Co., Ltd.

Oct. 2014

Director-President of Toa Valve Overseas Pte. Ltd.

Apr. 2015

Director, Senior Managing Officer, General
Manager of Sales Headquarters and Reform
Promotion Headquarters of the Company

Dec. 2015

Director-Vice President, Executive Officer, General
Manager of Sales Headquarters and Reform
Promotion Headquarters

June 2016

Director-Vice President, Executive Officer, General
Manager of Sales Headquarters and Reform
Promotion Headquarters, In charge of Maintenance
Headquarters

June 2016

Director of Toa Service Co., Ltd.

Sept. 2016

Director-Vice President, Executive Officer, General
Manager of Sales Headquarters, In charge ofMaintenance Headquarters of the Company

Dec. 2017

Representative Director-President, Chief Executive
Officer (present position)

1

Number of theCompany’s
shares owned

7,897[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company once again nominated Mr. Koumei Sasano as a candidate for Director because it judged that hehas strong leadership capabilities and is highly reform-minded, as well as having considerable businessexperience and knowledge gained while working at the Company for many years and having served as
Representative Director-President, Chief Executive Officer since 2017, that he is appropriate for being amanager who would help the Company sustainably increase its corporate value.
[Attendance at Board of Directors meetings during the 20th Fiscal Year]He attended 14 of the 14 Board of Directors meetings held this fiscal year.

5Candidate
No.

Name
(Date of birth)

Kiyotaka Arimatsu(May 7, 1958)

2

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1982

Joined Kitazawa Valve Co., Ltd. (now KITZ
Corporation)

Apr. 2016

Deputy Manager of Product Management Center,
Valve Business Management DivisionDec. 2016

Director of the Company

Apr. 2017

Counselor of Valve Business Management
Division, KITZ Corporation

Dec. 2017

Director-President of Toa Valve Overseas Pte.
Ltd. (present position)

Dec. 2017

Director, Senior Managing Officer, General
Manager of Business Development Headquartersof the Company (present position)

May 2018

Director-Vice President of Toa Create Co., Ltd.
(present position)

Oct. 2019

Director of TVE Refine Metal Co., Ltd. (present
position)

Number of theCompany’s
shares owned

3,017[Significant concurrent positions outside the Company]
Director-President of Toa Valve Overseas Pte. Ltd.
Director-Vice President of Toa Create Co., Ltd.
Director of TVE Refine Metal Co., Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company once again nominated Mr. Kiyotaka Arimatsu as a candidate for Director because it judged that
he will fully utilize his strengths as a leader of the further enhancement of the Company’s ability to develop
businesses and of the promotion of global strategies by making use of his considerable experience and broad
knowledge related to the valve industry gained while working for many years in said industry.
[Attendance at Board of Directors meetings during the 20th Fiscal Year]He attended 14 of the 14 Board of Directors meetings held this fiscal year.

6Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983

Joined Toa Valve Co., Ltd.

Dec. 2004

General Manager of Accounting Department of
the Company

Nov. 2007

Director of Toa Valve Overseas Pte. Ltd.
(present position)

Oct. 2008

Deputy General Manager of Administrative
Headquarters, General Manager of Accounting
Department, Chief of Corporate Planning Teamof the Company

July 2012

Executive Officer, General Manager of
Administrative Headquarters, Deputy General
Manager of “Seven Arrows Project”

Dec. 2014

Director-President of Toa Service Co., Ltd.
(present position)

Dec. 2015

Director, Managing Executive Officer, General
Manager of Administrative Headquarters,
Deputy General Manager of “Seven Arrows
Project” of the Company

Akihiko Iida
(July 18, 1959)
June 2016

Director of Toa Create Co., Ltd. (present
position)

Sept. 2016

Director, Managing Executive Officer, General
Manager of Administrative Headquarters of theCompany

Dec. 2016

Director, Managing Executive Officer, General
Manager of Administrative Headquarters, In
charge of Risk Management, General Manager
of Internal Control (present position)

Oct. 2019

Director of TVE Refine Metal Co., Ltd.
(present position)

3

Number of theCompany’s
shares owned

4,615[Significant concurrent positions outside the Company]
Director-President of Toa Service Co., Ltd.
Director of Toa Valve Overseas Pte. Ltd.
Director of Toa Create Co., Ltd.
Director of TVE Refine Metal Co., Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company once again nominated Mr. Akihiko Iida as a candidate for Director because it judged that he has
considerable experience, accomplishments and knowledge in management and accounting & finance, gained
while having served in a supervisory position in finance & accounting and corporate planning over many years
at the Company, in addition to being qualified with respect to promoting management of the Group andstreamlining operations of the respective Group companies.
[Attendance at Board of Directors meetings during the 20th Fiscal Year]He attended 14 of the 14 Board of Directors meetings held this fiscal year.

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Candidate
No.

Name
(Date of birth)

Masaaki Kakutani(January 15, 1959)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981

Joined Toa Engineering Co., Ltd.

Oct. 2008

General Manager of Valve Manufacturing
Department of Valve Manufacturing
Headquarters, Chief of General Safety and
Health Team of the Company

Apr. 2011

Deputy General Manager of Valve
Manufacturing Headquarters, General Manager
of Valve Manufacturing Department, Chief ofGeneral Safety and Health Team

July 2012

Executive Officer, General Manager of SteelCasting Headquarters and Deputy General
Manager of Valve Manufacturing Headquarters

Dec. 2014

Executive Officer, General Manager of Valve
Manufacturing Headquarters, In charge of SteelCasting Headquarters

Dec. 2015

Director of Toa Service Co., Ltd. (present
position)

Dec. 2015

Director, Managing Executive Officer, General
Manager of Valve Manufacturing Headquarters,
In charge of Steel Casting Headquarters andGeneral Safety and Health Team of theCompany

Jan. 2019

Director, Managing Executive Officer, General
Manager of Engineering Headquarters, In
charge of Steel Casting

Oct. 2019

Director, Managing Executive Officer, General
Manager of Maintenance Headquarters of theCompany (present position)

4

Number of theCompany’s
shares owned

5,115[Significant concurrent positions outside the Company]
Director of Toa Service Co., Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company once again nominated Mr. Masaaki Kakutani as a candidate for Director because it judged that
he has a wealth of expertise and a diverse perspective based on his administration and supervision experience
related to maintenance, valve manufacturing and steel casting, which are the Company’s core businesses, inaddition to the ability to contribute to the Company’s sustainable growth and increased corporate value over the
medium to long term.
[Attendance at Board of Directors meetings during the 20th Fiscal Year]He attended 14 of the 14 Board of Directors meetings held this fiscal year.

8Candidate
No.

Name
(Date of birth)

Toshiyuki Miyake(October 13, 1959)

5

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Sept. 1983

Joined Toa Engineering Co., Ltd.

Apr. 2009

General Manager of Maintenance Department,
Maintenance Headquarters of the Company

July 2012

Counselor, Deputy General Manager ofMaintenance Headquarters, General Manager ofMaintenance Department

Dec. 2015

Executive Officer, General Manager ofMaintenance Headquarters, General Manager ofMaintenance Department

Dec. 2015

Director of Toa Valve Overseas Pte. Ltd.

Apr. 2016

Executive Officer, General Manager ofMaintenance Headquarters of the Company

Dec. 2017

Director of Toa Service Co., Ltd.

Dec. 2017

Director, Executive Officer, General Manager
of Maintenance Headquarters of the Company

Dec. 2018

Director of Toa Valve Overseas Pte. Ltd.

Apr. 2019

Director, Managing Executive Officer, General
Manager of Maintenance Headquarters, Chiefof Refine Metal Project Team, Business
Development Headquarters of the Company

Oct. 2019

Director of the Company (present position)

Oct. 2019

Representative Director and President of TVE
Refine Metal Co., Ltd. (present position)

Number of theCompany’s
shares owned

7,621[Significant concurrent positions outside the Company]
Representative Director and President of TVE Refine Metal Co.,Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company once again nominated Mr. Toshiyuki Miyake as a candidate for Director because it judged that
he will make use of his considerable experience and broad knowledge related to maintenance, gained whileworking at the Company, in the management of the Company.
[Attendance at Board of Directors meetings during the 20th Fiscal Year]He attended 12 of the 14 Board of Directors meetings held this fiscal year.

9Candidate
No.

Name
(Date of birth)

Yukinori Yokoyama(August 23, 1960)[New election][Outside Director]

6

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Sept. 1989

Joined Seika Corporation

Apr. 2003

Manager of Sales Department, Kita Kyushu
BranchApr. 2008

General Manager of Kita Kyushu Branch

Apr. 2013

General Manager of Fukuoka Branch

Apr. 2016

Executive Officer, General Manager of
Fukuoka Branch

Apr. 2018

Senior Executive Officer, Deputy General
Manager of Business Control Division, General
Manager of Power Plant Region, Osaka Branch,and Hiroshima Branch

June 2018

Outside Director of TAKEMOTO ANDCOMPANY LIMITED (present position)

Apr. 2019

Senior Executive Officer, Deputy General
Manager of Business Control Division, General
Manager of Power Plant Region and Osaka
Branch of Seika Corporation (present position)

Number of theCompany’s
shares owned–[Significant concurrent positions outside the Company]
Senior Executive Officer, Deputy General Manager of BusinessControl Division, General Manager of Power Plant Region andOsaka Branch of Seika Corporation
Outside Director of TAKEMOTO AND COMPANY LIMITED[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Outside Director]
The Company nominated Mr. Yukinori Yokoyama as a candidate for Outside Director because it judged that hewill provide appropriate advice and opinions to the Company’s management making use of his considerable
experience and broad knowledge related to the electric power business, gained while working in the machinery
field at a general trading firm.
[Matters related to significant concurrent positions]
Mr. Yukinori Yokoyama is the Senior Executive Officer, Deputy General Manager of Business Control
Division, and General Manager of Power Plant Region and Osaka Branch of Seika Corporation. The Company
has a business relationship with Seika Corporation.
[Conclusion of a limited liability agreement]
In the event that Mr. Yukinori Yokoyama is elected as an Outside Director, the Company will enter into anagreement with him to limit his liability for damages as per Article 423, paragraph (1) of the Companies Act inaccordance with Article 427, paragraph (1) of the Companies Act. The maximum liability amount for damages
under said agreement shall be ¥1,000,000 or the minimum liability amount as per Article 425, paragraph (1) of
the Companies Act, whichever is higher.

10Proposal No. 4

Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

It is proposed that one Substitute Director who is an Audit and Supervisory Committee Member be elected
to be ready to fill a vacant position should the number of Directors who are Audit and Supervisory Committee
Members fall below the number required by laws and regulations.
In addition, the validity of this election can be nullified by the resolution of the Board of Directors if theconsent of the Audit and Supervisory Committee has been obtained; provided, however, that the candidate
has not yet assumed office.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for Substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Hiromi Suzuki(April 13, 1960)[Outside Director][Independent Director]

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Jan. 1986

Registered as Judicial Scrivener

Jan. 1986

Joined Suzuki Judicial Scrivener Office

Apr. 2005

Office Manager of Suzuki Judicial Scrivener Office(present position)

Number of theCompany’s shares
owned[Significant concurrent positions outside the Company]
Judicial Scrivener of Suzuki Judicial Scrivener Office (Office Manager)
Outside Auditor of Tsutenkaku Kanko Co., Ltd.
President of HYOGO Shiho-Shoshi Lawyer’s Associations
Outside Audit & Supervisory Board Member of Fukuei Hiryo Co., Ltd.

–[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Substitute Outside Director who is an Audit and Supervisory Committee
Member]Although Mr. Hiromi Suzuki has never been directly involved in the management of a company except as an outside
officer, the Company nominated him as a candidate for Substitute Outside Director who is an Audit and Supervisory
Committee Member because it judged that, in the event that he assumes the office of Outside Director who is an Audit
and Supervisory Committee Member, he will make use of his expertise and experience as a judicial scrivener to benefit
the Company’s supervision and audit system.
[Conclusion of a limited liability agreement]
In the event that Mr. Hiromi Suzuki assumes the office of Director who is an Audit and Supervisory Committee Member,the Company will enter into an agreement with him to limit his liability for damages as per Article 423, paragraph (1) of
the Companies Act in accordance with Article 427, paragraph (1) of the Companies Act. The maximum liability amountfor damages under said agreement shall be ¥1,000,000 or the minimum liability amount as per Article 425, paragraph (1)of the Companies Act, whichever is higher.
[Candidate for Independent Director]
In the event that Mr. Hiromi Suzuki assumes the office of Director who is an Audit and Supervisory Committee Member,the Company plans to submit notification to the Tokyo Stock Exchange concerning his appointment as an Independent
Director as provided for by the aforementioned exchange.

11