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: 6369
June 6, 2018
To our shareholders:
Toru Yanagawa
President and Representative Director
TOYO KANETSU K.K.
11-1 Minamisuna 2-chome, Koto-ku, Tokyo

Notice of the 110th Annual General Meeting of Shareholders
You are cordially invited to attend the 110th Annual General Meeting of Shareholders of TOYO KANETSU K.K.
(the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or by electronicmethods (the Internet, etc.). Please review the attached Reference Documents for General Meeting of Shareholders,and exercise your voting rights.
Instructions for the Exercise of Voting Rights
Exercising voting rights by attending the General Meeting of Shareholders
Please submit the enclosed voting form to the reception on the day of the meeting.
Exercising voting rights by mail (in writing)
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form
to the Company by postal mail so that your vote is received by 5:30 p.m. on Wednesday, June 27, 2018 (JST).
Exercising voting rights via the Internet, etc.
Please access the website specified by the Company for exercising your voting rights (https://evote.tr.mufg.jp/) andexercise your voting rights 5:30 p.m. on Wednesday, June 27, 2018 (JST).
* The Company participates in the electronic voting platform.

1. Date and Time: Thursday, June 28, 2018, 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
2. Venue:
Large Hall, 3F, The Industry Club of Japan
4-6 Marunouchi 1-chome, Chiyoda-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 110th fiscal year (from April 1,2017 to March 31, 2018), and the results of audits of the Consolidated Financial Statements by theFinancial Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 110th fiscal year (from April 1, 2017 to March 31,2018)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Four Directors (Excluding Audit and Supervisory Committee Members)- If you attend the meeting in person, please submit the enclosed voting form to the reception. In addition, please bring this noticewith you for reference during the meeting.
- If there are any modifications to the Reference Documents for General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements, and the Non-consolidated Financial Statements, such modifications will be published on theCompany’s website.

The Company’s website (http://www.toyokanetsu.co.jp/)-1-Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company recognizes the return of profit to its shareholders as a key management priority, and has been
maintaining a basic policy for the return of profit to shareholders to optimize the balance between financial
soundness and the return of profit to its shareholders.
In addition, based on the financial situation and forecasts of upcoming performance, the Company formulated abasic capital policy that comprehensively takes into account the distribution of profits and capital efficiency tomake proactive investments towards the enhancement of corporate value and realize sustainable growth anddevelopment.
In accordance with the above basic capital policy and policy for the return of profit to shareholders, the Company
proposes to pay year-end dividends for the 110th fiscal year as follows:
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥100 per common share of the Company.
In this event, the total dividends will be ¥930,203,100.
(3) Effective date of dividends of surplus
June 29, 2018
<Reference>
Policy for return of profit to shareholders- Consolidated dividend payout ratio: set at 30% or more.
(However, the lower limit will be set at ¥10 per share annually [¥100 per share annually from the fiscal year ended March 31, 2018
due to the share consolidation conducted on October 1, 2017].)- Consolidated total return ratio: set at 100% or more, flexibly implementing acquisition of treasury shares.
(However, this limit does not apply where a large scale demand for funds arises.)- Effective period of the policy: For three fiscal years, from the fiscal year ended March 31, 2017, to the fiscal year ending March 31,
2019. A review will be made at the expiry of the period.

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Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal(1) The Company resolved at the Board of Directors meeting held on May 11, 2018 to merge TOYO KANETSU
SOLUTIONS K.K., a wholly-owned subsidiary of the Company, with the Company by an absorption-typemerger with an effective date of April 1, 2019. The Company proposes to amend the business objectives tounify the objectives of these two companies following the merger and clarify the description of business.
(2) The Company has adopted the Executive Officer system to accelerate the execution of business and clarify
responsibilities, and proposes to establish new provisions for Executive Officers and amend the wording ofrelated provisions to enable the appointment of the President not only from Directors but also from Executive
Officers, thereby enabling a flexible establishment of an optimum management system.
(3) The number of articles will be changed as part of the above changes.
2. Details of the amendments
The details of the amendments are as follows:(Underlined portions indicate amendments.)
Current Articles of Incorporation

Proposed amendment

Article 1. (Omitted)

Article 1. (Unchanged)(Objectives)
Article 2.

(Objectives)
Article 2.

The objectives of the Company shall be to engage in thefollowing types of business:

The objectives of the Company shall be to engage in thefollowing types of business:

1. Planning, design, manufacture, installation and sale of oil
storage tanks, water storage tanks, low-temperature storage

1. Planning, design, manufacture, installation and sale of oil
storage tanks, water storage tanks, low-temperature storage

tanks, pressure tanks, steel-framed bridges and marine
structures.

tanks, pressure tanks, steel-framed bridges and marine
structures.

2. Planning, design, manufacture, installation and sale ofchemical machinery, power machinery and conveying

2. Planning, design, manufacture, installation and sale ofchemical machinery, power machinery and conveying

machinery.
3. Planning, design, manufacture, execution and supervision

machinery.
3. Planning, design, manufacture, execution and supervisionof architectural works, civil works and piping works.
4. Information processing services by computer andof architectural works, civil works and piping works.
4. Information processing services by computer anddevelopment and sale of computer-related software.
(Newly established)development and sale of computer-related software.
5. Consulting related to the construction of logistics business(Newly established)

and logistics systems.
6. Design, manufacture, installation, maintenance and sale of(Newly established)logistics systems, including information systems.
7. Design, manufacture, installation, maintenance and sale ofconveying machinery and equipment and automatic control
systems, and trade of used products and parts.

(Newly established)
5. Purchasing, selling, leasing, renting and managing of real

8. Administration of logistics centers.
9. Purchasing, selling, leasing, renting and managing of realestates, and brokerage.
6. Money lending, and sales and purchase of securities.

estates, and brokerage.
10. Money lending, and sales and purchase of securities.

7. Business and works consigned by subsidiaries andaffiliates.

(Deleted)

8. Temporary staffing services
9. Any and all business incidental to any of the foregoing

11. Temporary staffing services
12. Any and all business incidental to any of the foregoing

items.
Article 3. to Article 15. (Omitted)

items.
Article 3. to Article 15. (Unchanged)-3-Current Articles of Incorporation

Proposed amendment(Person authorized to convene and chairman)
Article 16.

(Person authorized to convene and chairman)
Article 16.

1. The general meeting shall be convened and chaired by thePresident.

1. The general meeting shall be convened and chaired by theRepresentative Director.

2. If the President is unable to act, another Director shall act inplace of the President in the order previously determined by

2. If the Representative Director is unable to act, anotherDirector shall act in place of the Representative Director in

the Board of Directors.

the order previously determined by the Board of Directors.

Article 17. (Omitted)

Article 17. (Unchanged)

Chapter IV. Directors and Board of Directors and Audit andSupervisory Committee

Chapter IV. Directors, Board of Directors and Audit andSupervisory Committee, and Executive Officers

Article 18. to Article 21. (Omitted)

Article 18. to Article 21. (Unchanged)(Convening a Board of Directors Meeting)(Convening a Board of Directors Meeting)

Article 22.
1. The meeting of the Board of Directors shall be convened

Article 22.
1. The meeting of the Board of Directors shall be convened

and chaired by the President. If the President is unable toact, such meeting shall be convened and chaired by anotherand chaired by the Representative Director. If theRepresentative Director is unable to act, such meeting shalldirector in the order previously determined by the Board ofDirectors.

be convened and chaired by another director in the orderpreviously determined by the Board of Directors.

2. The notice for convening a meeting of the Board of
Directors shall be dispatched to each director no later than

2. The notice for convening a meeting of the Board of
Directors shall be dispatched to each director no later than

three (3) days prior to the date of the meeting, provided,
however, that such period of notice may be shortened inthree (3) days prior to the date of the meeting, provided,
however, that such period of notice may be shortened incase of urgent business.
3. The meeting of the Board of Directors may be held withoutcase of urgent business.
3. The meeting of the Board of Directors may be held without

the convening procedures with the consent of all thedirectors.

the convening procedures with the consent of all thedirectors.

Article 23. to Article 31. (Omitted)

Article 23. to Article 31. (Unchanged)(Executive Officers)(Newly established)

Article 32.
1. The Board of Directors may establish Executive Officers by
its resolution, to whom it can entrust the Company’sbusiness and the execution of such.
2. The Board of Directors may, by its resolution, establish aPresident and Executive Officer and other Executive
Officers with titles from the Executive Officers.
3. Matters concerning the Executive Officers shall begoverned by the Executive Officer Regulations establishedby the Board of Directors, in addition to these Articles ofIncorporation.

Article 32. to Article 40. (Omitted)

Article 33. to Article 41. (Article number incremented)

Supplementary Provisions (Omitted)

Supplementary Provisions (Unchanged)-4-Proposal No. 3

Election of Four Directors (Excluding Audit and Supervisory Committee Members)

The terms of office of all four Directors (excluding Audit and Supervisory Committee Members) will expire at theconclusion of this meeting. Therefore, the Company proposes the election of four Directors (excluding Audit andSupervisory Committee Members).
The candidates for Director (excluding Audit and Supervisory Committee Members) are as follows:
Candidate
No.

Name

Current position

1

Toru Yanagawa

President and Representative
Director

2

Isao Shimomae

Director

3

Masayuki Takeda

Director

4

Keisuke Kodama

Director-5-Responsibility, etc.
President & Representative
Director of TOYO KANETSU
SOLUTIONS K.K.
Deputy President
General Manager of Plant &Machinery Division
General Manager of Corporate
Management Division

Attribute
Reelection
Reelection
Reelection
Reelection

CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1975

Joined the Company

Apr. 1998

12

Number of theCompany’s shares
ownedGeneral Manager of Machinery & Plant Sales
Department of Sales Division
July 2000
Executive Officer and General Manager ofToru Yanagawa
Machinery & Plant Sales Department of Sales(February 26, 1953)
Division
July 2003
Senior Executive Officer and Deputy Division
Reelection
Manager of Plant & Machinery Division
June 2005
Director, Senior Executive Officer and Deputy
Tenure as Director (at theDivision Manager of Plant & Machinery
12,576 sharesconclusion of this meeting)
Division
13 years
Apr. 2008
DirectorApr. 2008
President & Representative Director of TOYO
Attendance to the Board of
KANETSU SOLUTIONS K.K. (currentDirectors meetingsposition)
12/12
Apr. 2014
President and Representative Director of theCompany (current position)(Significant concurrent positions outside the Company)
President & Representative Director of TOYO KANETSU
SOLUTIONS K.K.
Reasons for nomination as candidate for Director
He has superior discernment and performance not only in his pursuits in the plant & machinery business that he has
mainly engaged in since joining the Company, but also in the material handling systems business. Moreover, given his
excellent management skills, cultivated through his experience as President, etc. of both the Company and TOYOKANETSU SOLUTIONS K.K., a subsidiary operating our logistics systems business, the Company proposes his
reelection as Director.
Apr. 1975
Joined the Company
Apr. 2005
General Manager of Maintenance Department
of Plant & Machinery DivisionJune 2007
Executive Officer and General Manager ofIsao Shimomae
Maintenance Department of Plant & Machinery(December 30, 1954)
Division
July 2009
Senior Executive Officer and Deputy Division
Reelection
Manager of Plant & Machinery Division
June 2010
Director, Senior Executive Officer and Deputy
Tenure as Director (at theDivision Manager of Plant & Machinery
6,130 sharesconclusion of this meeting)
Division
8 years
Apr. 2014
Director and Deputy Division Manager of Plant& Machinery Division
Attendance to the Board ofApr. 2016
Director and General Manager of Plant &Directors meetings
Machinery Division
12/12
Apr. 2018
Director and Deputy President (currentposition)(Significant concurrent positions outside the Company)–Reasons for nomination as candidate for Director
He has superior discernment and performance in his pursuits in the plant & machinery business that he has mainly
engaged in since joining the Company and, given his excellent management skills, cultivated through his experience as
General Manager of Maintenance Department, General Manager of business divisions, and Deputy President, theCompany proposes his reelection as Director.

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No.

Name
(Date of birth)

Career summary, position and responsibility in the CompanyApr. 1982
July 2004

3

Number of theCompany’s shares
ownedJoined the Company
General Manager of Construction Engineering
Department and Overseas Construction
Department of Plant & Machinery Division
Apr. 2008
General Manager of Production Engineering
Department and Overseas Construction
Department of Plant & Machinery Division
July 2009
Executive Officer and General Manager ofOverseas Construction Department of Plant &Machinery Division
Apr. 2013
Senior Executive Officer, General Manager ofMasayuki Takeda
Overseas Construction Department and(March 1, 1960)
Production Engineering Department of Plant &Machinery Division
Reelection
June 2013
Director, Senior Executive Officer, General
Manager of Overseas Construction Department
Tenure as Director (at theand Production Engineering Department of
3,199 sharesconclusion of this meeting)Plant & Machinery Division
5 years
Apr. 2014
Director, Senior Executive Officer, General
Manager of Overseas Construction Department
Attendance to the Board ofand Production Engineering Department ofDirectors meetings
Plant & Machinery Division
12/12
Oct. 2015
Director, Senior Executive Officer and in
charge of Sales of Plant & Machinery Division
Apr. 2016
Director and Deputy General Manager of Plant& Machinery Division
Apr. 2017
Director, Deputy General Manager and in
charge of Global Strategy Office of Plant &Machinery Division
Apr. 2018
Director and General Manager of Plant &Machinery Division (current position)(Significant concurrent positions outside the Company)–Reasons for nomination as candidate for Director
He has superior discernment and performance in his pursuits in the plant & machinery business that he has mainly
engaged in since joining the Company and, given his excellent management skills, cultivated through his experience as
the General Manager of Overseas Construction Department, General Manager of Production Engineering Department
and General Manager of business divisions, the Company proposes his reelection as Director.

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Name(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1982
July 2006

4Notes:Number of theCompany’s shares
ownedJoined the Company
General Manager of Domestic Sales
Department of Plant & Machinery Division
Apr. 2009
General Manager of Corporate Management
Department of Corporate Management Division
Apr. 2010
Executive Officer and General Manager ofCorporate Management Department ofKeisuke Kodama
Corporate Management Division(December 26, 1958)
Apr. 2012
Seconded to TOYO KANETSU SOLUTIONS
K.K., and Executive Officer
Reelection
Apr. 2013
Transferred to TOYO KANETSU
SOLUTIONS K.K., and Senior Executive
Tenure as Director (at the2,793 shares
Officerconclusion of this meeting)
3 years
Apr. 2015
Transferred to the Company, Senior Executive
Officer and Deputy Division Manager ofAttendance to the Board ofCorporate Management Division
Directors meetings
June 2015
Director and Deputy Division Manager of
12/12
Corporate Management Division
Apr. 2016
Director and General Manager of Corporate
Management Division
Apr. 2018
Director and General Manager of Corporate
Management Division (current position)(Significant concurrent positions outside the Company)–Reasons for nomination as candidate for Director
He has superior discernment and performance in not only his pursuits in the plant & machinery business that he has
mainly engaged in since joining the Company, but also in the Corporate Management Division and the material
handling systems business. Moreover, given his excellent management skills, cultivated through his experience as
General Manager of Domestic Sales Department of Plant & Machinery Division, General Manager of Corporate
Management Division, and as an officer in charge of sales, etc. in TOYO KANETSU SOLUTIONS K.K., a subsidiary
operating our logistics systems business, the Company proposes his reelection as Director.
1. There is no special interest between any of the candidates for Director and the Company.
2. The opinion of the Audit and Supervisory Committee regarding nomination, remuneration etc., of Directors is as follows.
As members of the “Nomination and Compensation Committee” (the majority of which are outside Directors), which
was established voluntarily, all members of the Audit and Supervisory Committee made deliberations according to thecriteria and procedures stipulated in the Company’s “Corporate Governance Guidelines” and participated in processes toreport to the meeting of the Board of Directors. Having reexamined the above, the Audit and Supervisory Committee has
determined that the procedures for nominating candidates for Director who are not Audit and Supervisory Committee
Members are appropriate and each candidate is eligible to be a Director of the Company. The Committee has also
determined that the procedures for determining the remuneration, etc., of Directors who are not Audit and Supervisory
Committee Members are appropriate and the details of the remuneration, etc. are reasonable.

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