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, 2018
To Shareholders with Voting Rights:
Kenzo Terashima
President, Representative Director
Toyo Denki Seizo K.K.
1-4-16 Yaesu, Chuou-ku, TokyoNOTICE OF
THE 157th 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 157th 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 Monday, August 27, 2018, Japan time.
1. Date and Time:

Tuesday, August 28, 2018 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
157th Fiscal Year (June 1, 2017 - May 31, 2018) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 157th Fiscal Year
(June 1, 2017 - May 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of Two (2) Corporate Auditors
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) 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 Financial
Statements” 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 the
documents 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 starting from this year, gifts for the shareholders attending the General Meeting of
Shareholders will not be provided. 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, 2018, 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.
The Company marked the 100th anniversary of its founding on June 20, 2018. Accordingly, theCompany plans to pay a dividend of 20 yen per share in commemoration of its 100th anniversary tothank shareholders for their support over these long years. The year-end dividend for the fiscal year
ended May 31, 2018 is as follows.
(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
50 yen per share of common stock(Ordinary dividend of 30 yen and commemorative dividend of 20 yen)
Total of 472,154,650 yen(3) Effective date of distribution of surplus
August 29, 2018-3-

Proposal 2:

Election of Seven (7) Directors

As the terms of office of all eight Directors will expire at the conclusion of this General Meeting of
Shareholders, the election of seven Directors (including two Outside Directors), reducing the number of
Directors by one in order to promote efficiency of our management structure, is proposed.
The candidates for Directors are as follows.
No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined the Company
General Manager, International Sales Division, Transportation
System Business Unit
August 2002
Executive Officer; Deputy General Manager, Sales Division
August 2004
Appointed as Director; General Manager, Sales Division
August 2006
Director; Division Director, Transportation Business Unit
August 2008
Executive Director
August 2009
Representative Senior Executive Director
August 2012
Vice President, Representative Director
Kenzo Terashima
August 2013
President, Representative Director (current position)(August 18, 1948)
1[Reason for nomination as a candidate for Director]
Reappointment
Mr. Kenzo Terashima, since joining the Company in 1972, has been mainly
engaged in transportation business and has focused his effort toward developmentof transportation technology. In addition, since his appointment as Representative
Director of the Company in 2009, he has demonstrated leadership across overallbusiness fields. Currently he is strongly promoting the new medium-term
management plan “Revitalize 2020”.
He is nominated as a candidate for Director based on the judgement that he would
be able to continue to play a significant role in making decisions regarding
important matters and supervising the performance of duties at the Board of
Directors of the Company.
April 1975
Joined The Sanwa Bank, Ltd.
May 1990
Deputy General Manager, Security Sales Office, Market Sales
Department
April 2002
General Manager, Oimachi Corporate Sales Department;
General Manager, Oimachi Branch
December 2003 Joined the Company
June 2005
Group Manager, Business Strategy Group, Business
Management Division
August 2005
Executive Officer; Office Manager, Business Management
OfficeJune 2006
Executive Officer; General Manager, Financial Affairs Division
August 2006
Executive Officer; General Manager, Planning Division
August 2010
Senior Executive Officer; General Manager, Planning Division;
General Manager, Business Development Division
HiroshiAugust 2011
Appointed as Director; General Manager, Business Development
Shimotakahara
2 (November 30, 1952)
Division
August 2014
Executive Director
Reappointment
August 2015
Senior Executive Director
June 2018
Senior Executive Director and Executive Officer (current
position)[Reason for nomination as a candidate for Director]
Mr. Hiroshi Shimotakahara, since joining the Company in 2003, has been engaged
in management planning and financial affairs, utilizing his abundant experience at afinancial institution. In addition, he has served as Director since 2011 in charge ofinternal control and business development, and therefore has job experience at theCompany and insight regarding management as a whole and businessadministration and operation.
He is nominated as a candidate for Director based on the judgement that he would
be able to continue to play a significant role in making decisions regarding
important matters and supervising the performance of duties at the Board of
Directors of the Company.

Number ofshares of theCompany held

April 1972
July 2001-4-

12,460

6,405

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1980
June 2000

3

4

Joined the Company
Manager, Design Division, Transportation Systems Works,
Transportation Business Unit
August 2006
Group Manager, Electrical Design Group, Transportation
Systems Works, Transportation Business Unit
August 2012
Executive Officer; Works Manager, Transportation Systems
Works, Transportation Business Unit
August 2013
Executive Officer; Deputy Division Director, Transportation
Business Unit; General Manager, Transportation Business
Planning Division
August 2014
Appointed as Director; Plant Manager, Yokohama Plant
Kenichi Gotoh
August 2017
Executive Director; Plant Manager, Yokohama Plant(October 31, 1956)
September 2017 Director; Plant Manager, Yokohama Plant; Plant Manager, Shiga
Ryuo Plant
Reappointment
June 2018
Executive Director and Executive Officer; Plant Manager,
Yokohama Plant (current position)[Reason for nomination as a candidate for Director]
Mr. Kenichi Gotoh, since joining the Company in 1980, has been mainly engaged
in transportation business. In addition, he has served as Director since 2014 and has
thorough knowledge of whole management of plants. He has contributed to
production process innovation and reestablishment of production systems.
He is nominated as a candidate for Director based on the judgement that he would
be able to continue to play a significant role in making decisions regarding
important matters and supervising the performance of duties at the Board of
Directors of the Company.
April 1981
Joined the Company
November 1999 Chief, General Affairs Division
June 2008
Deputy Group Manager, Industry Business Planning Group,
Industry Business Unit
June 2009
Group Manager, Administration Group, Yokohama Plant
August 2011
General Manager, Human Resources Division
August 2013
Executive Officer; General Manager, Human Resources
Division
August 2015
Appointed as Director; General Manager, Human Resources
Division
Akihiko Ishii
August 2017
Director(June 22, 1956)
June 2018
Executive Director and Executive Officer (current position)
Reappointment[Reason for nomination as a candidate for Director]
Mr. Akihiko Ishii, since joining the Company in 1981, has been mainly engaged ingeneral affairs and human resources affairs. In addition, he has served as Director
since 2015 in charge of general affairs, human resources and financial affairs. He
has abundant job experience at the Company and insight regarding management as
a whole and business administration and operation.
He is nominated as a candidate for Director based on the judgement that he would
be able to continue to play a significant role in making decisions regarding
important matters and supervising the performance of duties at the Board of
Directors of the Company.

Number ofshares of theCompany held

-5-

5,488

5,767

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined the Company
Chief, Development Division, Transportation Systems Works,
Transportation Business Unit
June 2002
Group Manager, Business Creation Group, Development
Division
June 2003
Deputy Group Manager, Transportation Design Group,
Yokohama Plant, Production Division
June 2005
Group Manager, Traction Control Design Group, Transportation
Systems Works, Yokohama Plant, Production Division
August 2008
Deputy Center Manager, Research CenterMay 2011
Group Manager, EV Systems Group, Business Development
Division
July 2011
Deputy General Manager, Business Development Division
August 2012
Member of the Board; Deputy General Manager, Business
Development Division
Akira Watanabe
August 2013
Member of the Board; General Manager, Business Development
5 (November 22, 1959)
Division
August 2015
Executive Officer; General Manager, Management Planning
Reappointment
Division
August 2016
Appointed as Director; Division Director, Transportation
Business Unit
June 2018
Executive Director and Executive Officer; Division Director,
Transportation Business Unit; General Manager, International
Sales Division, Transportation Business Unit (current position)[Reason for nomination as a candidate for Director]
Mr. Akira Watanabe, since joining the Company in 1982, has been mainly engaged
in transportation business and has served as Director since 2016. He has extensive
knowledge and experience in research and development field, as well as high levelof insight and experience regarding transportation business as a whole.
He is nominated as a candidate for Director based on the judgement that he would
be able to continue to play a significant role in making decisions regarding
important matters and supervising the performance of duties at the Board of
Directors of the Company.
April 1969
Registered as a lawyer (Daini Tokyo Bar Association)
May 1982
Established Chinone & Haruhara Law Office
July 2011
Representative Director, Management and Law Committee
March 2013
Trust Administrator, Charitable Trust (Assistance Fund
Regarding Disaster Risk Management Measures for Highwaysof NEXCO and Associated Companies) (current position)
April 2014
Director, Public Interest Incorporated Foundations of
TETSUDOU KOUSAIKAI (current position)
April 2015
Outside Director, Maruzen CHI Holdings Co., Ltd.
Hirokazu Chinone
August 2015
Appointed as Outside Director of the Company (current(March 1, 1944)
position)
April 2016
Outside Director and Member of the Audit and Supervisory
Reappointment
6
Committee, Maruzen CHI Holdings Co., Ltd. (current position)
Outside Director
July 2017
Advisor, Management and Law Committee (current position)
Independent Director [Reason for nomination as a candidate for Outside Director]
Mr. Hirokazu Chinone is a qualified lawyer and is nominated as a candidate for
Outside Director based on the judgement that he would be able to give advice andmake proposals in order to ensure legality and appropriateness of decision makingof the Board of Directors of the Company, utilizing his high level of insight andabundant experience in the field of corporate legal practice.
[Term of Office as Outside Director]
Mr. Hirokazu Chinone currently serves as the Company’s Outside Director and his
term of office will be three years at the conclusion of this General Meeting of
Shareholders.

Number ofshares of theCompany held

April 1982
June 2000

-6-

1,826

0

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined TEIJIN LIMITED
President and Director, Teijin DuPont Films S.A.
Corporate Officer, TEIJIN Group
Group Manager, Film Business Group, TEIJIN LIMITED; Vice
Chairman and COO, Global Joint Venture, Teijin DuPont Films
April 2005
Chief Technology Officer, TEIJIN LIMITED
June 2005
Managing Director
June 2006
Senior Managing Director
June 2008
Executive Vice President
Vice President, Representative Director of the Board
Takashi Yamagishi June 2009
June
2010
Counselorand Chief Engineer(August 3, 1944)
June 2012
Counselor (current position)
7
Reappointment
August 2016
Appointed as Outside Director of the Company (current
position)
Outside Director
Independent Director [Reason for nomination as a candidate for Outside Director]
Mr. Takashi Yamagishi has abundant experience in corporate management both inJapan and overseas and highly specialized expertise and is nominated as a
candidate for Outside Director based on the judgement that he would be able togive advice and make proposals in order to ensure legality and appropriateness ofdecision making of the Board of Directors of the Company, utilizing his extensive
insight and global view.
[Term of Office as Outside Director]
Mr. Takashi Yamagishi currently serves as the Company’s Outside Director and his
term of office will be two years at the conclusion of this General Meeting of
Shareholders.

Number ofshares of theCompany held

April 1970
March 1996
June 1999
April 2004

(Notes) 1.
2.

3.

0

There are no special interests between each candidate for Director and the Company.
Mr. Hirokazu Chinone and Mr. Takashi Yamagishi are candidates for Outside Director as stipulated in Article 2,
Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
The Company has registered them as independent officers with the Tokyo Stock Exchange.
As to liability of Outside Officers set forth in Article 423, Paragraph 1 of the Companies Act, the Company may
enter into an agreement to limit their liability to the minimum liability amount stipulated in Article 425,
Paragraph 1 of the Companies Act, when they performed their duties in good faith and without gross negligence,as stipulated in the Articles of Incorporation of the Company. If the proposal is approved and Mr. Hirokazu
Chinone and Mr. Takashi Yamagishi are elected, the above-mentioned liability limitation agreements shall retain
their effect.

-7-

Proposal 3:

Election of Two (2) Corporate Auditors

As Corporate Auditors Mr. Hiroshi Hamao and Mr. Eiichi Suzuki will resign at the conclusion of this
General Meeting of Shareholders upon expiration of their terms, the election of two Corporate Auditors is
proposed.
Furthermore, the Board of Corporate Auditors has given its approval to this proposal.
The candidates for Corporate Auditor are as follows.
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Joined Japanese National Railways
Joined East Japan Railway Company
General Manager, Equipment Division, Sendai Branch Office
Managing Director, JR East Logistics Co., Ltd
General Manager, New York Office, East Japan Railway
Company
June 2008
General Manager, Large-scale Development Department,
Toshiaki Akechi
Life-style Business Development Headquarters(January 27, 1955) June 2010
President and Representative Director, Kinshicho Station
Building
Co., Ltd.
New appointment
1
June 2012
President and Representative Director, JR EAST FOOD
Outside Corporate
BUSINESS CO., LTD.
AuditorJune 2018
Director and Senior Adviser (current position)[Reason for nomination as a candidate for Outside Corporate Auditor]
Mr. Toshiaki Akechi had served as President and Representative Director of
Kinshicho Station Building Co., Ltd. and JR EAST FOOD BUSINESS CO., LTD.,and therefore has abundant experience and knowledge in corporate management.
He is nominated as a candidate for Outside Corporate Auditor since the Company
expects him to conduct audits and give effective advice, utilizing his experience incorporate management.
April 1982
Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
November 1997 Deputy General Manager, Hong Kong Branch
August 2007
Joint General Manager, Global Business Planning Department
March 2009
Regional Executive for India
October 2011
Senior Manager and Group Head, Business Development andPromotion Group
Yasushi Miki
Global Business Strategy Office(September 21, 1958)
Corporate Business Strategy Headquarters, Hitachi Chemical
New appointment
2Co., Ltd.
October 2014
Senior Manager, Business Strategy and Development Dept.
Outside Corporate
Corporate Business Strategy Headquarters. (current position)
Auditor[Reason for nomination as a candidate for Outside Corporate Auditor]
Mr. Yasushi Miki has abundant experience at a financial institution and extensive
knowledge in overseas business, and has worked on alliances at Hitachi Chemical
Company, Ltd. He is nominated as a candidate for Outside Corporate Auditor since
the Company expects him to conduct audits and give effective advice, utilizing his
knowledge in financial affairs and global view.

Number ofshares of theCompany held

April 1977
April 1987
June 1998
June 2002
June 2004(Notes) 1.
2.
3.

4.
5.

0

0

There are no special interests between each candidate for Corporate Auditor and the Company.
Mr. Toshiaki Akechi and Mr. Yasushi Miki are candidates for Outside Corporate Auditor as stipulated in Article 2,
Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act.
Pursuant to provisions of Article 427, Paragraph 1 of the Companies Act, the Company, as to liabilities fordamages set forth in Article 423, Paragraph 1 of the same Act, may enter into agreements with Outside Corporate
Auditors to limit their liability to the amount stipulated in laws and regulations. If both candidates for Outside
Corporate Auditor are elected, the Company will enter into said liability limitation agreement with them.
Mr. Toshiaki Akechi serves as Adviser and Director of JR EAST FOOD BUSINESS CO., LTD., and is scheduled
to retire as Adviser and Director when he takes office as Outside Corporate Auditor of the Company.
Mr. Yasushi Miki serves as General Manager Responsible for Planning, Business Development Office of Hitachi
Chemical Company, Ltd., and is scheduled to retire from Hitachi Chemical Company, Ltd., when he takes officeas Outside Corporate Auditor of the Company.

-8-

<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 to
Listing 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 or
consultant (or in the event of a corporation, a person belonging to that corporation) in any fiscal
year 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 other
employee-9-