NOTICE OF THE 22nd ORDINARY
GENERAL MEETING OF SHAREHOLDERS

Note: This document has been translated from a part of the original Japanese version, and prepared only forthe convenience 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, 2021
To Shareholders:Koumei Sasano
President, Representative Director

TVE Co., Ltd.
5-12-1, Nishitachibana-cho,Amagasaki-shi, Hyogo, Japan

Notice of the 22nd Ordinary General Meeting of Shareholders
We are pleased to announce the 22nd Ordinary General Meeting of Shareholders of TVE Co., Ltd. (the“Company”) to be held as described below.
You can exercise your voting rights in writing or by using the internet (by electromagnetic means).
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by no later than 5:00 p.m., Thursday, December 23, 2021 (JST).

1. Date and Time:
2. Place:

Friday, December 24, 2021 at 10:00 a.m. (JST)Miyako Hotel Amagasaki, Ho-Oh South (3rd floor)
2-7-1, Showa-dori, Amagasaki-shi, Hyogo, Japan* Please note that the meeting venue is different from last year’s venue.

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 22nd Fiscal Year (from October 1, 2020
to September 30, 2021)
2. The Non-consolidated Financial Statements for the 22nd Fiscal Year (fromOctober 1, 2020 to September 30, 2021)
Matters to be resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Six Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 3 Election of One Substitute Director Who Is an Audit and Supervisory
Committee Member

1Measures to prevent the spread of the novel coronavirus disease (COVID-19)[Requests to shareholders]● In order to prevent the spread of COVID-19, you are strongly encouraged to consider
exercising your voting rights by mail (in writing) or via the internet instead of attending themeeting in person.
● The provision of gifts has also been canceled for the same reason.
[Measures by the Company at the meeting venue]● Shareholders who are not feeling well or have symptoms such as a cold or fever on the day ofthe event, are kindly requested to refrain from traveling to the meeting venue.
● We will take your temperature before reception at the meeting venue, and you may be refusedentry if it is 37.5 degrees Celsius or above.
● At the meeting venue, in order to prevent infection and the spread of the disease, we ask foryour cooperation in wearing face masks and using alcohol disinfectant. Personnel associatedwith the General Meeting of Shareholders of the Company will also be wearing masks.
● There will be fewer seats than usual at the meeting venue as they will be placed at a distancefrom each other.
* If future developments necessitate a major change in the way the General Meeting of
Shareholders will be run, shareholders will be informed via the Company’s website(https://www.toavalve.co.jp).
Other notes● 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 for the General
Meeting of Shareholders, 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.
For year-end dividends for the 22nd Fiscal Year, the Company has considered the dividends based on thedividend policy described above and taking into account this fiscal year’s consolidated results and the funds
required for future business development, and it proposes to pay a year-end dividend of ¥20 per share.
Since an interim dividend of ¥20 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¥20 per common share of the Company

Total dividends of ¥45,879,560

As an interim dividend of ¥20 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 27, 2021

3

Proposal No. 2

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

The terms of office of all six 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

Position and responsibility in the
Company
Reelection

1

2

3

4

5

Koumei Sasano

Representative Director-President, Chief
Executive Officer

Kiyotaka Arimatsu

Director, Senior Managing Officer,
General Manager of Business
Development Headquarters

Akihiko Iida

Director, Managing Executive Officer,
General Manager of Administrative
Headquarters, General Manager ofInternal Control

Masaaki Kakutani

Director, Managing Executive Officer, incharge of Quality Assurance
Headquarters

Toshiyuki Miyake

Director, Managing Executive Officer, incharge of Special Assignments fromPresident, in charge of Risk Management

Reelection

Reelection

Reelection

Reelection

Reelection
6

Kazunori Okui

Reelection

Director

Candidate for Director to be reelected

4Candidate
No.

Name
(Date of birth)

Koumei Sasano(September 10, 1953)
Reelection

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.
(now TVE GLOBAL ASIA PACIFIC 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

10,649[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 Representative Director-President, Chief
Executive Officer, as well as having considerable business experience and knowledge gained while working at
the Company for many years, that he is appropriate for being a manager who would help the Company
sustainably increase its corporate value.
[Attendance at Board of Directors meetings during the 22nd 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)
Reelection

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. (now TVE GLOBAL ASIA PACIFIC 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.

Oct. 2019

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

Number of theCompany’s
shares owned

5,184[Significant concurrent positions outside the Company]
Director-President of TVE GLOBAL ASIA PACIFIC Pte. 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 22nd Fiscal Year]He attended 14 of the 14 Board of Directors meetings held this fiscal year.

6Candidate
No.

Name
(Date of birth)

Akihiko Iida
(July 18, 1959)
Reelection

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. (nowTVE GLOBAL ASIA PACIFIC 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

June 2016

Director of Toa Create Co., Ltd.

Sept. 2016

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

Dec. 2016

Director, Managing Executive Officer, General
Manager of Administrative Headquarters, incharge of Risk Management, General Manager
of Internal Control

Oct. 2019

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

Mar. 2021

Director, Managing Executive Officer, General
Manager of Administrative Headquarters,
General Manager of Internal Control of theCompany (present position)

July 2021

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

3

Number of theCompany’s
shares owned

6,649[Significant concurrent positions outside the Company]
Director-President of Toa Service Co., Ltd.
Director of TVE GLOBAL ASIA PACIFIC Pte. Ltd.
Director of TVE Refine Metal Co., Ltd.
Director of Toa Create 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 22nd Fiscal Year]He attended 14 of the 14 Board of Directors meetings held this fiscal year.

7

Candidate
No.

Name
(Date of birth)

Masaaki Kakutani(January 15, 1959)
Reelection

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, 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,
General Safety and Health Team of theCompany

Jan. 2019

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

Oct. 2019

Director, Managing Executive Officer, General
Manager of Maintenance Headquarters

Oct. 2020

Director, Managing Executive Officer, in chargeof Quality Assurance (present position)

4

Number of theCompany’s
shares owned

7,149[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 22nd 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)

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. (nowTVE GLOBAL ASIA PACIFIC 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. (nowTVE GLOBAL ASIA PACIFIC 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

Oct. 2019

Representative Director and President of TVE
Refine Metal Co., Ltd.

Apr. 2021

Director, Managing Executive Officer, in chargeof Special Assignments from President, incharge of Risk Management of the Company(present position)

Apr. 2021

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

Reelection
5

Number of theCompany’s
shares owned

9,655[Significant concurrent positions outside the Company]
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. 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 22nd Fiscal Year]He attended 14 of the 14 Board of Directors meetings held this fiscal year.

9Candidate
No.

Name
(Date of birth)Kazunori Okui
(October 11, 1965)
Reelection

6

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

Joined Toa Valve Co., Ltd.

July 2012Manager of Sales Department and General
Manager of Tokyo Branch of Sales
Headquarters of the Company

July 2013

Deputy General Manager of Sales No.1
Department and General Manager of Tokyo
Branch of Sales Headquarters

Oct. 2014

General Manager of Tokyo Branch of Sales
Headquarters

Oct. 2016

Deputy General Manager of Sales Headquarters
and General Manager of Tokyo Branch

Dec. 2017

Executive Officer, General Manager of Sales
Headquarters

June 2018

Executive Officer, General Manager of Sales
Headquarters and General Manager of Tokyo
BranchDec. 2019

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

Dec. 2020

Director, Executive Officer, General Manager
of Sales Headquarters and General Manager ofTokyo Branch of the Company

Jan. 2021

Director (present position)

Jan. 2021

Director of TVE Refine Metal Co., Ltd.

Apr. 2021

Representative Director and President (present
position)

Number of theCompany’s
shares owned

1,378[Significant concurrent positions outside the Company]
Representative Director and President of TVE Refine Metal Co.,Ltd.
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. Kazunori Okui as a candidate for Director because it judged that hewill make use of his considerable experience in sales and broad knowledge related to the electric powerindustry, gained while working at the Company, in the management of the Company.
[Attendance at Board of Directors meetings during the 22nd Fiscal Year]He attended 10 of the 10 Board of Directors meetings held this fiscal year after he assumed the office of
Director on December 24, 2020.
Note: 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. The policy covers losses and costs incurred by insureds, including the Company’s
Directors, in cases where they are liable for damages arising from their performance of duties. However, as measures
to ensure that the appropriateness of the execution of the insureds’ duties is not impaired, the policy contains certain
reasons for coverage exclusion, such as performance of an illegal act with full knowledge of its illegality, where thelosses will not be covered. In the event that this proposal is approved as originally proposed and each candidate iselected and assumes the office of Director, each of them will continue to be an insured in the policy. The Company
plans to renew the said policy during their terms of office.

10

Proposal No. 3

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 tobe 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)[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.

Number of theCompany’s shares
owned

–

[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 and overview of expected role]
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 expected 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.
Note: 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. The policy covers losses and costs incurred by insureds, including the Company’s
Directors who are Audit and Supervisory Committee Members, in cases where they are liable for damages arising fromtheir performance of duties. However, as measures to ensure that the appropriateness of the execution of the insureds’
duties is not impaired, the policy contains certain reasons for coverage exclusion, such as performance of an illegal act
with full knowledge of its illegality, where the losses will not be covered. In the event that this proposal is approved asoriginally proposed and the candidate assumes the office of Director who is an Audit and Supervisory Committee
Member, he will be an insured in the policy.

11