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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6505)
August 5, 2019
To Shareholders with Voting Rights:
Kenzo Terashima
President, Representative Director
Toyo Denki Seizo K.K.
1-4-16 Yaesu, Chuou-ku, TokyoNOTICE OF
THE 158th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 158th Annual General Meeting of Shareholders of Toyo Denki Seizo
K.K. (the “Company”). The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via theInternet. Please review the attached Reference Documents for the General Meeting of Shareholders,and exercise your voting rights no later than 5:00 p.m. on Tuesday, August 27, 2019, Japan time.
1. Date and Time:

Wednesday, August 28, 2019 at 10:00 a.m. Japan time

2. Place:“Station Conference Tokyo” Meeting Room 501 (5F, Sapia Tower)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
158th Fiscal Year (June 1, 2018 - May 31, 2019) and results of audits by theAccounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 158th Fiscal Year(June 1, 2018 - May 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of One (1) Director
Proposal 2:
Election of Two (2) Corporate Auditors
Proposal 3:◎ Of the documents to be provided with this Notice, “Information Concerning Accounting Auditor,” “Overview ofSystems to Ensure Appropriate Business Operations (Basic Policy for Internal Control Systems) andOperational Status Thereof” and “Basic Policy on Control of the Company” of the Business Report, and the“Consolidated Statements of Changes in Net Assets,” “Notes to Consolidated Financial Statements,”“Non-consolidated Statements of Changes in Net Assets,” and “Notes to Non-consolidated FinancialStatements” are posted on the Company’s website (https://www.toyodenki.co.jp) in accordance with provisionsof laws and regulations as well as Article 15 of the Company’s Articles of Incorporation and therefore are notprovided in this Notice. Furthermore, the aforementioned items posted on the Company’s website are part of thedocuments audited by the Accounting Auditor and the Board of Corporate Auditors when preparing theiraccounting audit report and audit report, respectively.
◎ Should the Business Report, Consolidated Financial Statements, Non-consolidated Financial
Statements, or the Reference documents for the General Meeting of Shareholders require revisions, therevised versions will be posted on the Company’s website.

-1-Please note that there will be no gifts for the shareholders attending the General Meeting of Shareholders.
We greatly appreciate your understanding.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

With regard to the appropriation of surplus, the Company proposes the following.
[Items related to the year-end dividend]With regard to the year-end dividend for the fiscal year ended May 31, 2019, upon
comprehensively taking into consideration the return of profits to shareholders in a stable andcontinuous manner, the strengthening of the business structure and other factors the Company
proposes the ordinary dividend of 30 yen per share.
(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
30 yen per share of common stock
Total of 268,261,020 yen(3) Effective date of distribution of surplus
August 29, 2019-3-Proposal 2:

Election of One (1) Director

In order to optimize the balance and size of the corporate governance structure and the Board of Directors
as a whole in conjunction with the retirement of two Directors, the election of one Director is proposed.
The candidate for Director is as follows. The term of office of the candidate for Director shall be until theexpiry of the terms of office of the other serving Directors, as set forth in the Articles of Incorporation of theCompany.
Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Strategy Development Department; GeneralManager, Strategy Support Department
July 2005
General Manager, Hiroshima Corporate Sales Department
January 2006
General Manager, Hiroshima Branch
July 2007
General Manager, Corporate Research Department
June 2010
Joined the Company; Group Manager, Management PlanningGroup, Planning Division
August 2011
General Manager, Management Planning Division
August 2012
Executive Officer; General Manager, Management PlanningDivision
August 2015
Senior Executive Officer; Branch Manager of Osaka Branch
August 2016
Senior Executive Officer; General Manager, Ryuo Factory
Integration
Division; Deputy Division Director, Industry
Yoshifumi OtsuboBusinessUnit(January 9, 1958)
December 2017 Senior Executive Officer; Division Director, Industry BusinessNew appointment
Unit; General Manager, Ryuo Factory Integration Division
June 2018
Executive Officer; Division Director, Industry Business Unit
June 2019
Executive Officer; Division Director, Industry Business Unit;
Branch Manager of Hokkaido Branch (current position)[Reason for nomination as a candidate for Director]
Mr. Yoshifumi Otsubo, since joining the Company in 2010, has been engaged inmanagement planning, utilizing his abundant experience at a financial institution,and since 2015, has been overseeing the Osaka Branch and the Industry Business
Unit. In addition, he was in charge of establishing the Shiga Ryuo Plant, andtherefore has job experience at the Company and insight regarding management asa whole.
He is nominated as a candidate for Director based on the judgement that he would
be able to play a significant role in making decisions regarding important mattersand supervising the performance of duties at the Board of Directors of theCompany.

Number ofshares of theCompany heldApril 1980
June 2004(Note)

There are no special interests between the candidate for Director and the Company.

-4-2,800

Proposal 3:

Election of Two (2) Corporate Auditors

As the terms of office of Corporate Auditors Mr. Yoshihiko Yoshino and Mr. Yoshinori Kawamura will
expire at the conclusion of this General Meeting of Shareholders, the election of two Corporate Auditors isproposed.
Furthermore, the Board of Corporate Auditors has given its approval to this proposal.
The candidates for Corporate Auditors are as follows.
No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1978
September 2001

12

Number ofshares of theCompany held

Joined the Company
General Manager, JR Group Sales Division, TransportationSystem Business Unit
August 2004
Executive Officer; Branch Manager of Nagoya Branch, SalesDivision
August 2006
Executive Officer; Branch Manager of Osaka Branch
Kenji Ueda
August 2008
Appointed as Director; Division Director, Industry Business Unit
(January 20, 1955)
August 2012
Senior Executive Director, Toyo Sangyo Co., Ltd.
5,296
August2013
President,
Representative Director
New appointment
August 2018
Advisor (current position)[Reason for nomination as a candidate for Corporate Auditor]
Mr. Kenji Ueda, since joining the Company in 1978, has held a number of important
positions in transportation business and industry business, and therefore has abundant
experience and knowledge regarding the business of the Company. He also has
experience in the management of a subsidiary of the Company. He is nominated as a
candidate for Corporate Auditor since the Company expects him to provide pertinent
opinions as a Corporate Auditor.
April 1996
Full-time Lecturer, Ryukoku University
April 2000
Full-time Lecturer, School of Commerce, Waseda University
April 2002
Assistant Professor
Professor, Faculty of Commerce (current position)
Yoshinori Kawamura April 2008
Appointed as Corporate Auditor of the Company(February 12, 1967) August 2017(current position)Reappointment[Reason for nomination as a candidate for Corporate Auditor]
Outside Corporate0In addition to the above, Mr. Yoshinori Kawamura has experience in roles including
AuditorSecretary and Specialist Committee Member of the Business Accounting Council of
the Financial Services Agency, and Committee Member of the Certified Public
Independent
Accountant Examination Board. We expect him to utilize the high level of insight
Corporate Auditor
and abundant experience that he has developed thus far with regard to corporate
finance and accounting to provide effective advice on the soundness of finance andaccounting matters and the monitoring of management in general, and have thus
nominated him as a candidate for Outside Corporate Auditor.
(Notes) 1.
There are no special interests between each candidate for Corporate Auditor and the Company.
2.
Mr. Kenji Ueda serves as Advisor of Toyo Sangyo Co., Ltd., but is scheduled to retire as Advisor at themeeting of the Board of Directors to be held following the Annual General Meeting of Shareholders ofToyo Sangyo Co., Ltd. scheduled for August 23, 2019.
3.
Mr. Yoshinori Kawamura is a candidate for Outside Corporate Auditor as stipulated in Article 2,Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act.
4.
Mr. Yoshinori Kawamura currently serves as the Company’s Outside Corporate Auditor and his term ofoffice will be two years at the conclusion of this General Meeting of Shareholders.
5.
In the event that Mr. Yoshinori Kawamura is elected, the Company plans to continue his registration as anindependent corporate auditor in accordance with the rules of the Tokyo Stock Exchange.
6.
Pursuant to the stipulations of Article 427, Paragraph 1 of the Companies Act, the Company may enter into
an agreement with an Outside Corporate Auditor to limit his or her liability as set forth in Article 423,
Paragraph 1 of the Companies Act to the amount stipulated by laws and regulations, as set forth in theArticles of Incorporation of the Company. If the proposal is approved and Mr. Yoshinori Kawamura iselected, the above-mentioned liability limitation agreement shall retain their effect.

-5-

<Reference>■ Standards for Independence of Outside Officers
In addition to fulfilling the criteria in the amended Companies Act, Outside Officers shall also not fallunder any of the following items, in accordance with the Tokyo Stock Exchange “Guidelines Relating toListing Management, etc.”(1) In the event that a company where the Outside Officer serves as an executive* receives payment
from the Company or a subsidiary of the Company as consideration for products, components, orservices, or makes payment to the Company or a subsidiary of the Company, cases when theamount of such payments exceeds 2% of the consolidated net sales of either company in any fiscal
year during the past three fiscal years.
(2) Cases when the Outside Officer has received compensation exceeding 10 million yen directlyfrom the Company or a subsidiary of the Company as a legal, accounting, or tax specialist orconsultant (or in the event of a corporation, a person belonging to that corporation) in any fiscalyear during the past three fiscal years.
(3) Cases when contributions from the Company to a non-profit organization where the Outside
Officer serves as an officer executing business operations have exceeded 10 million yen in anyfiscal year during the past three fiscal years.
(4) Cases when the Outside Officer is or has been a major shareholder of the Company or an
executive thereof, directly or indirectly holding more than 10% of the Company’s voting rights
during the past three years.
(5) Cases when a relative within the second degree of the Outside Officer falls under the following
categories:
・An executive of the Company or a subsidiary of the Company during the past three years(excluding insignificant persons);
・A person falling under any of the above items (1) to (4) (excluding insignificant persons).
* Executive: An executive director, executive officer, operating officer, manager, or otheremployee-6-