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: 6517
June 4, 2020
To our shareholders:
Shoichi Shiratori
President
Denyo Co., Ltd.
2-8-5, Nihonbashi-horidomecho, Chuo-ku, Tokyo
103-8566, JapanNOTICE OF THE 72ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 72nd Ordinary General Meeting of Shareholders of Denyo Co., Ltd. (the“Company”), which will be held as described below.
Recently, the national government and prefectural governors have strongly urged the public to stay at home inorder to prevent the spread of the novel coronavirus (COVID-19). As a result of careful consideration in responseto this situation, we have decided to hold the General Meeting of Shareholders upon implementing appropriate
measures to prevent infections.
In view of the current situation in which the public is strongly urged to stay at home, and in order to prevent the
spread of infection, you are strongly encouraged to exercise your voting rights prior to the meeting in writing or byelectromagnetic means (the Internet, etc.), if at all possible. Regardless of your own state of health, you arestrongly urged to refrain from traveling to the venue on the date of the meeting.
Please exercise your voting rights after reviewing the attached Reference Documents for the General Meeting of
Shareholders no later than 5:00 p.m., Thursday, June 25, 2020 (Japan Standard Time).
1. Date and Time: Friday, June 26, 2020 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Nakano Sunplaza 11F Banquet Room
4-1-1, Nakano, Nakano-ku, Tokyo
This year, we will reduce the number of seats at the venue to keep greater distance between
individuals in order to prevent the spread of the virus.
Additionally, regardless of state of health on the day of the meeting, it may be that only someof our officers will attend from the standpoint of reducing the risk of spread and ensuringbusiness continuity. Thank you in advance for your understanding.
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 72nd Term (from April 1, 2019 to March
31, 2020), as well as the results of audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 72nd Term (from April 1, 2019 to March 31, 2020)
Items to be resolved:
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
4. Regarding Exercising Your Voting Rights in Advance
A simple explanation is provided here in English but the paper ballot, website, and the “Guide to Exercising
Voting Rights by Electromagnetic Means” are available only in Japanese. We apologize for any inconvenience
this may cause.
(1) Exercising your voting rights by paper ballot
After marking your agreement/disagreement to the proposals on the enclosed proxy form, please return it
so it arrives no later than the voting deadline printed on the above.
(2) Exercising your voting rights by electromagnetic meansIf you exercise your voting rights by electromagnetic means, please refer to the “Guide to Exercising
Voting Rights by Electromagnetic Means” on page 4 of the Japanese version, and then indicate youragreement/disagreement no later than the voting deadline printed on the above.
5. Matters Decided for Convocation:(1) If you exercise your voting rights several times by electromagnetic means, the last vote will be upheld asvalid. If your voting rights are duplicated on paper due to the re-issue of the proxy form, the same will
apply.
However, if you exercise multiple voting rights both by paper and by electromagnetic means, theelectromagnetic exercise will be upheld as valid.
(2) If you exercise voting rights diversely on the same proposal, please notify us in writing of your intention to
do so and the reason for this, by three days prior to the General Meeting of Shareholders.

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of Nine (9) Directors

The terms of office for all nine (9) members of the Board of Directors will expire at the conclusion of this Ordinary
General Meeting of Shareholders. Therefore, the Company proposes the election of nine (9) Directors.
The candidates for Directors are as follows.
No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1980
Apr. 2008
July 2009

Shoichi Shiratori(May 26, 1956)
Reelection
Internal

1

Attendance at meetings of theBoard of Directors during the
year:
13/14
Attendance: 92%

Apr. 2011
June 2011
Apr. 2012

Apr. 2013

Apr. 2015

Apr. 2016

Joined the Company
Executive Officer, General Manager, Planning& Coordination Department of the Company
Executive Officer, Deputy Chief Executive,
Administration Division, General Manager,
Planning & Coordination Department of theCompany
Executive Officer, Chief Executive,
Administration Division of the Company
Director, Executive Officer, Chief Executive,
Administration Division of the Company
Director, Executive Officer,
Chief Executive, Administration Division,
General Manager, Information System
Department of the Company
Director, Managing Executive Officer,
Chief Executive, Administration Division,
General Manager, Information System
Department of the Company
Director, Managing Executive Officer,
Chief Executive, Administration Division of theCompany
President of the Company(to the present)

Number of theCompany’s shares
owned

38,820 shares[Reasons for nomination as candidate for Director]
Mr. Shoichi Shiratori has been engaged in management planning and in coordination and administration fields for many
years and has thorough knowledge of the Company’s business overall. Because of his broad knowledge of corporate
management, we expect the decision making ability of the Board of Directors to be strengthened and the Company has
nominated him to continue serving as a director.
[Special interests with the Company]
None

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1977
Apr. 2008
July 2009

Apr. 2011

Apr. 2012
June 20122

Yoji Eto(October 31, 1954)

Apr. 2014

Reelection
Internal

Apr. 2016

Attendance at meetings of theBoard of Directors during the
year:
13/14
Attendance: 92%

Apr. 2018

Apr. 2019

June 2019

Joined the Company
Executive Officer, General Manager, Sales
Department I of the Company
Executive Officer, General Manager, Sales
Department I, Domestic Sales Division of theCompany
Executive Officer, Chief Executive, Domestic
Sales Division, General Manager, East Japan
Sales Department of the Company
Executive Officer, Chief Executive, Domestic
Sales Division of the Company
Director, Executive Officer, Chief Executive,
Domestic Sales Division of the Company
Director, Managing Executive Officer,
Chief Executive, Domestic Sales Division of
the Company
Representative Director, Executive Vice
President, Executive Officer in charge of Sales,
Administration, and Quality Management
Divisions of the Company
Representative Director, Executive Vice
President, General Manager, Global Marketing
Office, Executive Officer in charge of Sales,
and Quality Management Divisions of theCompany
Representative Director, Executive Vice
President, Executive Officer in charge of
Global Marketing Office and Quality
Management Division of the Company
Representative Director, Executive Vice
President, Executive Officer in charge of
Global Marketing Office, Production Division,and Overseas Manufacturing Subsidiaries of theCompany(to the present)

Number of theCompany’s shares
owned

28,656 shares[Reasons for nomination as candidate for Director]
Mr. Yoji Eto has been engaged in sales operations for many years and is well-trusted by customers. We expect thedecision making ability of the Board of Directors to be strengthened by using his experience and the Company has
nominated him to continue serving as a director.
[Special interests with the Company]
None

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1975
Apr. 1985
June 1985

Hideaki Kuboyama(July 10, 1952)
Reelection
Internal

3

Attendance at meetings of theBoard of Directors during the
year:
14/14
Attendance: 100%

June 1989
June 1994

Apr. 1997
June 2000

June 2002
Apr. 2010
Apr. 2016

Joined the Company
General Manager, Product Planning Office of
the Company
Director, General Manager, Product Planning
Office of the Company
Managing Director, General Manager, Sales
Administration Headquarters of the Company
Senior Managing Director, General Manager,
Planning & Coordination and Quality Control
Department of the Company
Senior Managing Director, Deputy General
Manager, Production Division of the Company
Senior Managing Director, General Manager,
Planning & Coordination Office of theCompany
President of the Company
Chairman, CEO of the Company
Director and Executive Advisor of theCompany(to the present)

Number of theCompany’s sharesowned

201,367 shares[Reasons for nomination as candidate for Director]
Mr. Hideaki Kuboyama has been managing the Company for many years. We expect the decision making ability of theBoard of Directors to be strengthened by using his wealth of knowledge and experience and the Company has
nominated him to continue serving as a director.
[Special interests with the Company]
None

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1979
Apr. 2008

4

Number of theCompany’s shares
ownedJoined the Company
General Manager, Sales Department III of theCompany
July 2009
Executive Officer, General Manager, Sales
Department III, Domestic Sales Division of theCompany
Apr. 2011
Executive Officer, Chief Executive,
International Sales Division, General Manager,
International Sales Department IV of theCompany
July 2011
Executive Officer, Chief Executive,
International Sales Division of the Company
Aug. 2011
Executive Officer, Chief Executive,
International Sales Division, General Manager,
International Sales Department IV of theCompany
June 2012
Director, Executive Officer, Chief Executive,
Yasuo Mizuno
International Sales Division, General Manager,(December 20, 1955)
International Sales Department IV of theCompany
Reelection
Internal
Feb. 2014
Director, Executive Officer, Chief Executive,
22,316 sharesInternational Sales Division, General Manager,
Attendance at meetings of theInternational Sales Department I and
Board of Directors during theInternational Sales Department IV of theyear:
Company
14/14
Apr. 2014
Director, Executive Officer, Chief Executive,
Attendance: 100%
International Sales Division, General Manager,
International Sales Department III of theCompany
Apr. 2016
Director, Managing Executive Officer, Chief
Executive, Sales Division, and in charge ofOverseas Sales Subsidiaries of the Company
Apr. 2019
Director, Senior Managing Executive Officer,
Chief Executive, Sales Division, and in chargeof Overseas Sales Subsidiaries of the Company
Apr. 2020
Director, Senior Managing Executive Officer,
Chief Executive, Sales Division, and in chargeof International Sales Unit and Overseas Sales
Subsidiaries of the Company(to the present)[Significant concurrent positions outside the Company]
President, Denyo America Corporation,
President, Denyo Europe B.V.
[Reasons for nomination as candidate for Director]
Mr. Yasuo Mizuno has been engaged in domestic sales and international sales operations. We expect the decision
making ability of the Board of Directors to be strengthened by his global perspective and the Company has nominated
him to continue serving as a director.
[Special interests with the Company]
None

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1982
Apr. 2008

Mar. 2011
Toshiya Tozawa(August 22, 1959)
Apr. 2011
Reelection
Internal
Apr. 20125

Attendance at meetings of theBoard of Directors during the
year:
14/14
Attendance: 100%

Apr. 2016
June 2018

Apr. 20196

Joined The Dai-ichi Kangyo Bank, Ltd.
General Manager, International Trade Business
Operations Department, Mizuho Corporate
Bank, Ltd.
General Manager, Planning & Coordination
Department, Administration Division of theCompany
Executive Officer, General Manager, Planning& Coordination Department, Administration
Division of the Company
Executive Officer, General Manager, Planning& Coordination Office of the Company
Senior Executive Officer, Chief Executive,
Administration Division of the Company
Director, Senior Executive Officer, Chief
Executive, Administration Division of theCompany
Director, Managing Executive Officer,
Chief Executive, Administration Division of theCompany(to the present)

Number of theCompany’s shares
owned

15,500 shares[Reasons for nomination as candidate for Director]
Mr. Toshiya Tozawa has been engaged in management planning and in coordination and administration fields for many
years and has thorough knowledge of the Company’s business overall. Therefore, we expect the decision making abilityof the Board of Directors to be strengthened by using his broad knowledge of corporate management and the Company
has nominated him to continue serving as a director.
[Special interests with the Company]
None
Apr. 1986
Joined the Company
Takanori Yoshinaga
Apr. 2013
General Manager, Engineering Department,(April 12, 1963)
Development Division of the Company
Apr. 2017
Executive Officer, General Manager,
Reelection
Engineering Department, Development
Internal
Division of the Company
4,800 shares
Attendance at meetings of the Apr. 2019
Executive Officer, Chief Executive,
Board of Directors during theDevelopment Division of the Company
year:
June 2019
Director, Executive Officer, Chief Executive,
14/14
Development Division of the Company
Attendance: 100%
(to the present)[Reasons for nomination as candidate for Director]
Mr. Takanori Yoshinaga has been engaged in development operations for many years and has experience for engaging
in management planning. We expect the decision making ability of the Board of Directors to be strengthened by his
wealth of product knowledge and the Company has nominated him to continue serving as a director.
[Special interests with the Company]
None

No.

Name
(Date of birth)
Masao Yamada(December 5, 1964)
Reelection
Internal

78

Attendance at meetings of theBoard of Directors during the
year:
14/14
Attendance: 100%Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1985
Apr. 2016

Apr. 2018

Apr. 2019
June 2019

Joined the Company
General Manager, Quality Management
Department, Quality Management Division of
the Company
Executive Officer, General Manager, Quality
Management Department, Quality Management
Division of the Company
Executive Officer, Chief Executive, Quality
Management Division of the Company
Director, Executive Officer, Chief Executive,
Quality Management Division of the Company(to the present)

Number of theCompany’s shares
owned

4,100 shares[Reasons for nomination as candidate for Director]
Mr. Masao Yamada has been engaged in duties in the Development and Quality Management Divisions. We expect thedecision making ability of the Board of Directors to be strengthened by his broad experience and the Company has
nominated him to continue serving as a director.
[Special interests with the Company]
None
Apr. 1995
Full-time Lecturer, Faculty of Law, Keio
University
Apr. 1998
Assistant Professor, Faculty of Law, Keio
University
Apr. 2005
Visiting Researcher, Faculty of Law, Humboldt
Haruhito Takada
University of Berlin(October 14, 1965)
Apr. 2007
Instructor, Graduate School of Law, Keio
University
Reelection
Apr. 2008
Professor, Faculty of Law, Keio University
OutsideApr. 2009
A Member of the Committee,
Independent
0 shares
Graduate School of Law, Keio University
June 2009
A Member of the independent committee
Attendance at meetings of theestablished in line with the Company’s takeover
Board of Directors during thedefense measures of the Company (current
year:
post)
14/14
Apr.
2011
Professor,
Graduate School of Law, Keio
Attendance: 100%
University (current post)
June 2013
Outside Director of the Company(to the present)[Significant concurrent positions outside the Company]
Professor, Graduate School of Law, Keio University[Reasons for nomination as candidate for Outside Director]
Mr. Haruhito Takada is a candidate for Outside Director because we determined that he could appropriately carry out its
duties due to consideration of his broad insight and specialist’s viewpoint as a graduate school professor.
While he does not have experience in corporate management other than as an Outside Director, he is independent fromthe management which undertakes business operations and there is no risk that a conflict of interest will arise with theshareholders. The Company would like to use his knowledge and experience in the supervision of management fromhere on and so selected him as a nominee for Outside Director. Currently, he is an Outside Director of the Company andhis term as an Outside Director at the conclusion of this Ordinary General Meeting of Shareholders will be seven (7)years. There are no contributions or donations made to Graduate School of Law, Keio University, where he holds
concurrent position as a professor (outside the Company).
[Special interests with the Company]
None

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1977

9

Notes:

Number of theCompany’s shares
ownedJoined The Dai-ichi Mutual Life Insurance
Company (currently The Dai-ichi Life
Insurance Company, Limited)
Apr. 2007
Executive Officer, Manager, IT Planning
Department of The Dai-ichi Mutual Life
Insurance Company
Apr. 2009Managing Executive Officer, Manager, IT
Planning Department of The Dai-ichi MutualLife Insurance Company
June 2009
Director, Managing Executive Officer of The
Yoshio Takeyama
Dai-ichi Mutual Life Insurance Company(February 11, 1954)
July 2010
Director, Managing Executive Officer,
Manager, Insurance Claim Department of The
Reelection
Dai-ichi Life Insurance Company, Limited
OutsideApr. 2011
Director, Managing Executive Officer of The
IndependentDai-ichi Life Insurance Company, Limited
0 shares
Apr. 2013
Managing Executive Officer of The Dai-ichi
Attendance at meetings of theLife Insurance Company, Limited
Board of Directors during theJune 2013
President and Representative Director of The
year:
Dai-ichi Life Information Systems Co., Ltd.
14/14
Apr. 2015
Chairman and Representative Director of The
Attendance: 100%
Dai-ichi Life Information Systems Co., Ltd.
June 2015
Outside Audit & Supervisory Board Member of
the Company
June 2019
Relinquished position of Chairman and
Representative Director of The Dai-ichi Life
Information Systems Co., Ltd.
June 2019
Relinquished position of Outside Audit &Supervisory Board Member of the Company
June 2019
Outside Director of the Company(to the present)[Reasons for nomination as candidate for Outside Director]
Mr. Yoshio Takeyama was nominated as a candidate for Outside Director because the Company has determined that hehas used his abundant experience from other companies to actively provide opinions from an independent standpoint
during his time as an Outside Audit & Supervisory Board Member and as an Outside Director, and has sufficiently
performed the professional responsibilities of the positions. He is independent from the management which undertakes
business operations and there is no risk that a conflict of interest will arise with the shareholders. The Company would
like to use his knowledge and experience in the supervision of management of the Company from here on and soselected him as a nominee for Outside Director. Currently, he is an Outside Director of the Company and his term as an
Outside Director at the conclusion of this Ordinary General Meeting of Shareholders will be one (1) year.
[Special interests with the Company]
None
1. Mr. Haruhito Takada and Mr. Yoshio Takeyama are candidates for Outside Director.
2. The Company has entered into agreements with Mr. Haruhito Takada and Mr. Yoshio Takeyama that limit their liabilities
for damages under Article 423, paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, paragraph 1of the same Act. The limit of liability for damages under this agreement is the minimum amount provided for in Article
425, paragraph 1 of the same Act. If this Proposal is approved as proposed, the Company intends to continue theaforementioned agreement.
3. Mr. Haruhito Takada and Mr. Yoshio Takeyama satisfy the requirements for independent officers as provided for by
Tokyo Stock Exchange, Inc., and the Company has submitted notification to the aforementioned exchange concerning
their appointment as independent officers. If this Proposal is approved as proposed, the Company intends to submit
notification to the aforementioned exchanges concerning their continued appointment as independent officers.

Proposal 2:

Election of One (1) Audit & Supervisory Board Member

The term of office for Audit & Supervisory Board Member Mr. Masaru Sugiyama will expire at the conclusion ofthis Ordinary General Meeting of Shareholders. Therefore, the Company proposes the election of one (1) Audit &Supervisory Board Member.
Also, this proposal already has the agreement of the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Members is as follows.
Name(Date of birth)

Career summary, position and significant concurrent positions outside theCompany
Apr. 1977
Apr. 2012
Apr. 2014

Number of theCompany’s shares
ownedJoined the Company
General Manager, Sales Planning Department
Executive Officer, General Manager, Sales Planning
Chiyoki Kimura
Department(October 15, 1958)
4,500 shares
Apr. 2015
Executive Officer, General Manager, West Japan Sales
New election
Department, Domestic Sales DivisionInternal
Apr. 2018
Executive Officer, General Manager, General Affairs
Department, Administration Division(to the present)[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Mr. Chiyoki Kimura has engaged in duties in the Sales Division for many years as well as in the Administration Division and, inconsideration of his broad insight, he has been newly nominated as a candidate for Audit & Supervisory Board Member because wedetermined that he could properly carry out the duties as an Audit & Supervisory Board Member.
[Special interests with the Company]
None