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 6, 2021
To Shareholders with Voting Rights:
Akira Watanabe
President, Representative Director
Toyo Denki Seizo K.K.
1-4-16 Yaesu, Chuou-ku, TokyoNOTICE OF
THE 160th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby announce that the 160th Annual General Meeting of Shareholders of Toyo Denki Seizo K.K.
(the “Company”) will be held as described below.
Instead of attending the meeting, you can exercise your voting rights in writing or via the Internet,etc. Please review the attached Reference Documents for the General Meeting of Shareholders, andexercise your voting rights no later than 5:00 p.m. on Thursday, August 26, 2021, Japan time.
1. Date and Time:
2. Place:

Friday, August 27, 2021, at 10:00 a.m. Japan time
“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
160th Fiscal Year (June 1, 2020 - May 31, 2021) 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 160th Fiscal Year(June 1, 2020 - May 31, 2021)
Proposals to be resolved:Appropriation of Surplus
Proposal 1:
Election of One (1) Director
Proposal 2:
Election of Accounting Auditor
Proposal 3:◎ Of the documents to be provided with this Notice, “Information Concerning Accounting Auditor,”“Overview of Systems to Ensure Appropriate Business Operations (Basic Policy for Internal Control
Systems) and Operational 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 FinancialStatements,” “Non-consolidated Statements of Changes in Net Assets,” and “Notes to Non-consolidatedFinancial Statements” are posted on the Company’s website (https://www.toyodenki.co.jp) in accordancewith provisions of laws and regulations as well as Article 15 of the Company’s Articles of Incorporationand therefore are not provided in this Notice. Furthermore, the aforementioned items posted on theCompany’s website are part of the documents audited by the Accounting Auditor and the Board ofCorporate Auditors when preparing their accounting 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, the revised
versions will be posted on the Company’s website.

-1-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, 2021, 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 268,226,160 yen(3) Effective date of distribution of surplus
August 30, 2021

-2-

Proposal 2:

Election of One (1) Director

In order to enhance the corporate governance structure and optimize the balance of the Board of Directors
as a whole, the election of one Outside Director is proposed.
The candidate for Director is as follows. The term of office of the candidate for Director shall expire atthe end 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 TEIJIN LIMITEDManager, Engineering Products Development Department,
Engineering Laboratories
General Manager, Business Planning and Administration
April 2004
Department; General Manager, Plant Maintenance and Utility
Department, Teijin Entech Co., Ltd.
General Manager, Engineering Center; General Manager,
April 2010
Chemical Engineering Department, Teijin Engineering Limited;
Assistant to CENO, TEIJIN LIMITED (in charge of capitalinvestment)
Director, Teijin Engineering Limited
June 2010
Taizo Makari
Representative Director; Managing Director
June 2011
January 19, 1959 April 2012
Teijin Group Chief Representative in Europe, TEIJIN LIMITED;
President, Teijin Holdings Netherlands B.V.
New appointment
Teijin Group Corporate Officer, TEIJIN LIMITED
April 2013
Outside Director
Head, Engineering Unit; Assistant Chief CSR Officer (in chargeApril 2014
Independent Directorof disaster prevention)
Teijin Group Corporate Officer; Chief Officer (Engineering);
April 2017
Assistant Chief CSR Officer (in charge of disaster prevention)
Director, INFOCOM CORPORATION
June 2018
Teijin Group Executive Officer, TEIJIN LIMITED
April 2020
Counselor and Technical Advisor (current position)
April 2021
[Reason for nomination as a candidate for Director, and overview of expected roles]
Mr. Taizo Makari has abundant experience in corporate management both in Japanand overseas and highly specialized expertise. The Company nominated him as acandidate for Outside Director, as the Company expects him to give advice and makeproposals in order to ensure legality and appropriateness of decision-making of theBoard of Directors of the Company, utilizing his extensive insight and global view.

Number ofshares of theCompany heldApril 1983
October 1998

(Notes) 1.

2.

3.

4.

0

There are no special interests between the candidate for Director and the Company.
Mr. Taizo Makari is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of theOrdinance for Enforcement of the Companies Act. The Company intends to register him as an independent
officer with the Tokyo Stock Exchange.
Pursuant to the stipulations of Article 427, Paragraph 1 of the Companies Act, the Company may enter into
an agreement with an Outside Director to limit his liability as set forth in Article 423, Paragraph 1 of theCompanies Act to the amount stipulated by laws and regulations. If Mr. Taizo Makari is elected, theCompany intends to enter into the above agreement to limit his liability.
The Company has concluded a directors and officers liability insurance agreement as stipulated in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. Under the said insurance agreement,
damage caused as a result of the insured directors assuming liability regarding the execution of their duties
or receiving claims pertaining to the pursuit of such liability shall be covered. If the candidate is appointed
to the position of Director, the candidate will be included as the insured under this insurance agreement.

-3-

<Reference 1>■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 fiscalyear 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 any
fiscal 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<Reference 2>■
Directors Skills Matrix
Expertise and experience of Directors (after the approval of Proposal 2)
Areas of expertise and experience
NameKenzoTerashima
Akira
WatanabeAkihiko
Ishii
Yoshifumi
OtsuboHirokazu
ChinoneKoji
Mizumoto
Taizo
Makari

OutsideDirectors

Corporate
management

Sales/
MarketingResearch anddevelopment/
Technology

Manufacturing/
Quality control

Globalbusiness

●

●

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●

●

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●

●

●

●

●

●

●

●

●

●

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Accounting/
Finance

Legal affairs

●

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-4-●

●

Proposal 3:Election of Accounting Auditor

As Ernst & Young ShinNihon LLC will stand down as the Company’s Accounting Auditor with theexpiry of its term of appointment at the conclusion of this General Meeting of Shareholders, approval isrequested for the election of ARK LLC as the new Accounting Auditor, based on a decision by the Board ofCorporate Auditors.
The Board of Corporate Auditors selected ARK LLC as a candidate for Accounting Auditor because,
upon consideration of the number of continuous years of engagement of accounting auditors, the Board
judged that the appointment of a new Accounting Auditor could be expected to provide auditing with newperspectives, and, as a result of the Board of Corporate Auditors’ comprehensive deliberation of aspects suchas ARK LLC’s specialist expertise, independence, appropriateness, quality control systems, and level ofauditing remuneration, the Board judged that it would be an appropriate appointment.
The candidate for Accounting Auditor is as follows. (As of June 1, 2021)
Name

ARK LLC

Address of Main
Office1-23-3 Nishi-shinjuku, Shinjuku-ku, Tokyo

August 1982

Established Kinki Daiichi Audit Corporation
Established Hijiribashi Audit Corporation
Established Meiji Audit Corporation

March 2004

Established ARK Audit Corporation

January 2016
July 2016

Meiji Audit Corporation and ARK Audit Corporation merged to form
ARK Meiji Audit & Co.
Merged Hijiribashi Audit Corporation with ARK Meiji Audit & Co.

July 2019

Changed company name to ARK LLC

July 2020

Merged Kinki Daiichi Audit Corporation with ARK LLC

April 1975

HistoryCapitalPartners and StaffOverview

50 million yen
Managing Partners
6Partners
31
CPAs
61
Assistant CPAs
33
USCPAs4
Assistant USCPA
1
IT and other professional staff
3
Audit administration staff
8
Other staff
12Total159-5-