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 8157)
June 4, 2021

To Our Shareholders
Isao Emori
Representative Director andPresident
TSUZUKI DENKI CO., LTD.
6-19-15 Shinbashi, Minato-ku, Tokyo

Notice of the 81st Annual General Meeting of Shareholders
You are hereby notified that the 81st Annual General Meeting of Shareholders of TSUZUKI DENKI CO.,LTD. (the “Company”) will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise yourvoting rights using the enclosed Voting Rights Exercise Form or via the Internet by no later than 5:00 p.m. on
Thursday, June 24, 2021 Japan time.
1. Date and Time:
2. Place:

Friday, June 25, 2021 at 10:00 a.m. Japan time
Tokyo Art Club Building, Third Floor, 6-19-15 Shinbashi, Minato-ku, Tokyo(The venue has been changed from the tenth floor of Tokyo Art Club Building,where the Company’s headquarters conference room is located, in the previous
year to the third floor. Please note that the entrance to the building is different
from the one used in the previous year.)

3. Meeting Agenda:
Matters to be reported: 1. Business Report and Consolidated Financial Statements for the Company’s
81st Fiscal Year (April 1, 2020 – March 31, 2021) and results of audits by the
Accounting Auditor and the Board of Statutory Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 81st Fiscal Year
(April 1, 2020 – March 31, 2021)
Proposals to be resolved:
Proposal: Election of 12 Directors----------------------------------------------------------------------------------------------------------------------------- ------------------Notes:
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Of the documents attached to the Notice of the 81st Annual General Meeting of Shareholders, the “Notes to Consolidated
Financial Statements” and “Notes to Non-consolidated Financial Statements” are posted on the Company’s website(https://www.tsuzuki.co.jp/ir/stock/meeting.html) in accordance with the provisions of laws and regulations as well as
Article 16 of the Company’s Articles of Incorporation, and are therefore not provided in the documents attached to thisNotice.

The Consolidated Financial Statements and Non-consolidated Financial Statements included in the documents attachedto the Notice of the 81st Annual General Meeting of Shareholders are a part of the Consolidated Financial Statements
and Non-consolidated Financial Statements that were audited by theAccounting Auditor when preparing the audit
reports.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report, Consolidated
Financial Statements, or Non-consolidated Financial Statements require revisions, the revised versions will be
posted on the Company’s website (https://www.tsuzuki.co.jp/ir/stock/meeting.html).

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



Exercising voting rights by proxy:If exercising voting rights by a proxy who is also a shareholder with voting rights exercisable at this General Meeting of
Shareholders, the proxy should submit your Voting Rights Exercise Form and a document certifying authority as proxy in
addition to the proxy’s Voting Rights Exercise Form to thereception desk on the day of the meeting.
Please be advised that we will be dressed in light attire on the day of the meeting.

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Guide to Exercising Voting Rights
1. If attending the General Meeting of Shareholders
Voting at General Meeting of Shareholders
Please bring the enclosed Voting Rights Exercise Form to the meeting, and submit it at the reception desk.
Meeting date and time: Friday, June 25, 2021 at 10:00 a.m. Japan time
2. If not attending the General Meeting of Shareholders
Voting in writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, and return theform to the Company so that your vote is received by 5:00 p.m. on Thursday, June 24, 2021 Japan time.
Voting via the Internet, etc.
Please access the voting rights exercise website (https://evote.tr.mufg.jp/), and register your vote for or against the
proposals by 5:00 p.m. on Thursday, June 24, 2021 Japan time.

Multiple exercises of voting rights
1)

In the event that any shareholder exercises voting rights in duplicate in written form and through the Internet, etc.,
the exercise of voting rights through the Internet will supersede as the effective exercise of the voting rights.

2)

If any voting right is exercised more than once via the Internet, etc., the latest exercise will be upheld as the valid
exercise of the voting right.

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Exercise of Voting Rights via the Internet
If you exercise your voting rights via the Internet, please confirm the following matters before exercising your voting
rights.
Votes must be submitted by 5:00 p.m. on Thursday, June 24, 2021 Japan time.
* However, votes cannot be accepted between 2:00 a.m. and 5:00 a.m. every day.

1. Log in by scanning QR code
Log in to the voting rights exercise website without having to enter the login ID and temporary password printed on
the Voting Rights Exercise Form.
Step 1: Scan the QR code printed on the right side of the attachment to the Voting Rights Exercise Form.
* QR code is a registered trademark of Denso Wave Inc.

Step 2: Follow the on-screen instructions, and register your vote for or against the proposals.
Please refer to the enclosed leaflet for more information.
Note that the QR code can only be used to log in one time. If you wish to change your vote after having exercised it,
please follow the instructions to log in with your login ID and temporary password below.
* Internet connection fees, telecommunication charges, and other fees incurred by accessing the voting rights exercise website shall be borne by theshareholder.

2. Log in with login ID and temporary password
Voting rights exercise website: https://evote.tr.mufg.jp/
Step 1: Access the voting rights exercise website.
Step 2: Enter your login ID and temporary password printed on the Voting Rights Exercise Form
Step 3: Register a new password
Step 4: Follow the on-screen instructions, and register your vote for or against the proposals.

System-related inquiries:
Stock Transfer Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Tel: 0120-173-027 (toll free); business hours: 9:00 a.m. to 9:00 p.m.

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Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of 12 Directors

The terms of office of all 12 Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes the election of 12 Directors.
The candidates are as follows:

No.

Name
(Date of birth)
April 1981

Joined the Company

Isao Emori

April 2000

Manager in charge of Welfare Business Project(January 27, 1959)

April 2008

Administrative Officer[Reappointment]

June 2009

Director

April 2010

Managing Director

Tenure as Director
12 years
1

Past experience, positions and responsibility in the Company,
and significant concurrent positions

Attendance rate of theBoard of Directors meetingsin fiscal 2020

February 2012 Director and Managing Executive Officer
April 2015

Director and Senior Managing Executive Officer

April 2017

Representative Director, President and CEO (current position)

Number ofCompany shares
held

38,337100%
Reason for nomination as candidate for Director:
Mr. Isao Emori has four years of experience as Representative Director and President. The Company believes that he is the mostappropriate person to serve as a management leader who can promote and drive the growth strategy of the Company in a rapidlychanging ICT industry. Therefore, the Company proposes his continued election as Director.
He is scheduled to be continuously appointed as Representative Director and President by the Board of Directors if hiselection as Director is approved.
April 1981

Kazunori Yoshii(September 25, 1957)[Reappointment]
Tenure as Director
16 years
2

Attendance rate of theBoard of Directors meetingsin fiscal 2020

Joined the Company

November 2000 Accounting Department Manager
April 2004

Administrative Officer

June 2005

Director

April 2010

Managing Director

February 2012 Director and Managing Executive Officer
April 2015

Director and Senior Managing Executive Officer

April 2019

Director and Executive Vice President

June 2019

Representative Director and Executive Vice President (current position)

46,672

100%
Reason for nomination as candidate for Director:
Mr. Kazunori Yoshii has many years of experience in the Company’s accounting division, and after being appointed as an
Executive Officer, he has been in charge of the administration division and has promoted the development of internal control systemsof the overall TSUZUKI Group. Given his experience in these areas, the Company believes that he is qualified to assume a role inleading discussions at the Board of Directors meetings from the perspective of compliance, risk management, and internal control.
Therefore, the Company proposes his continued election as Director. He is scheduled to be appointed as Representative Director andVice President by the Board of Directors if his election as Director is approved.

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No.

Name
(Date of birth)

Masato Tozawa(June 1, 1957)[Reappointment]
Tenure as Director
9 years3

Attendance rate of theBoard of Directors meetingsin fiscal 2020

100%

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1981

Joined FUJITSU LIMITED

April 1999

Manager of Sales Support Department, West Japan Sales Unit

Number ofCompany shares
held

November 2001 General Manager of Software Service Planning Department,
Marketing Unit
June 2007
Director, Fujitsu Business System Limited (currently FUJITSUJAPAN LIMITED)
June 2008
Vice Head of President Office, FUJITSU LIMITED
June 2010

Head of Solution Business Planning Office

August 2011

Advisor, the Company

16,720February 2012 Managing Executive Officer
June 2012

Director and Managing Executive Officer

April 2021

Director and Managing Executive Officer, General Manager ofEmbedded Solutions Unit, in charge of Electronic Devices Division(current position)

Reason for nomination as candidate for Director:
Mr. Masato Tozawa has many years of experience in the Company’s management strategy division and has broad knowledge incorporate management. The Company believes that he is qualified to assume a role in leading discussions at the Board of Directors
meetings from the perspective of promoting enhancement of business platforms and technology platforms that are common to allbusiness domains of the Company. Therefore, the Company proposes his continued election as Director.
March 1984

Joined the Company

Katsuyuki Yoshida

April 2003

Third Sales Department Manager of Distribution Sales Division(July 27, 1962)

April 2009

Tenure as Director
3 years

June 2012

Attendance rate of theBoard of Directors meetingsin fiscal 2020

April 2016

Administrative Officer, General Manager of Distribution Sales
Division, Fourth Sales Department Manager, Sales Promotion
Department Manager
Executive Officer, Vice Head of Information Sales Unit, General
Manager of Second Distribution Sales Division, Cloud Computing
Promotion Office
Managing Executive Officer

June 2018

Director and Managing Executive Officer

100%

April 2020

Director and Managing Executive Officer, General Manager of
Solution Business Unit (current position)[Reappointment]

4

5,013

Reason for nomination as candidate for Director:
Mr. Katsuyuki Yoshida has experience as Executive Officer in the information network solution services division, and as aManaging Executive Officer in the West Japan Unit since 2016. He has successfully concluded many large-scale businessnegotiations and demonstrated strong leadership. The Company believes that he is qualified to assume a role in further developing theinformation network solution services division that is positioned as the Company’s core business. Therefore, the Company proposes
his continued election as Director.

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No.

Name
(Date of birth)
April 1984

Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)

Kazuhisa Oyama

July 2010

Administrative Officer(February 24, 1960)

May 2012

Corporate Business Department Manager[Reappointment]

June 2013

Executive Officer, the Company

June 2016

Director and Executive Officer

April 2021

Director and Managing Executive Officer, General Manager ofCorporate Administration Unit (current position)

Tenure as Director
5 years
5

Past experience, positions and responsibility in the Company,
and significant concurrent positions

Number ofCompany shares
held

9,230

Attendance rate of theBoard of Directors meetingsin fiscal 2020

100%
Reason for nomination as candidate for Director:
Mr. Kazuhisa Oyama has been in charge of the internal control promotion office, the business promotion division, the generalaffairs and human resources division, and the finance and accounting division since April 2020, and has served as the General
Manager of the Corporate Administration Unit since April 2021. He is promoting and implementing a reinforcement of managementfoundations, which is a key initiative in the Company’s medium-term business plan. The Company believes that he is qualified toassume a role in a wide range of fields based on his track record of leveraging his many years of experience in banking business inareas such as capital policy. Therefore, the Company proposes his continued election as Director.
April 1985

Joined the Company

Toshihiro Hirai

April 2004

Second Sales Department Manager of Network Solution Sales Division(June 14, 1962)

April 2009

Administrative Officer, Management Planning Office Manager[Reappointment]

June 2012

Executive Officer

June 2018

Director and Executive Officer

April 2021

Director and Managing Executive Officer, in charge of Corporate
Planning Division (current position)

Tenure as Director
3 years
6

16,172

Attendance rate of theBoard of Directors meetingsin fiscal 2020

100%
Reason for nomination as candidate for Director
Mr. Toshihiro Hirai has many years of experience in the Company’s management planning division, and has broad knowledge andexperience in corporate management. The Company believes that he is qualified to assume a role in overseeing the Company’s
medium-term business plan, business strategy, and public relations & investor relations activities, and in strengthening management
strategy. Therefore, the Company proposes his continued election as Director.

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No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1978

Yuji Nishimura(August 20, 1959)

April 1987
October 2002

December 2014
April 2016

Executive Officer

June 2019

Director and Executive Officer

April 2021

Director and Managing Executive Officer, General Manager ofServices & Support Unit (in charge of Services & Support Unit,
Information Systems Department, and Assurance Department)(current position)

June 2012
Tenure as Director
2 years
7

Attendance rate of theBoard of Directors meetingsin fiscal 2020

100%

Joined Japanese National Railways (currently WEST JAPANRAILWAY COMPANY)
Joined FUJITSU LIMITED
Project Manager, West Japan System Department, Solution
Business Unit (in charge of Docomo ALADIN & Mobile CarrierWest Japan)
Social Infrastructure System Business Unit SVP (in charge ofSpecial Project)
Administrative Officer, the Company[Reappointment]

Number ofCompany shares
held

3,373

Reason for nomination as candidate for Director:
Mr. Yuji Nishimura has demonstrated strong leadership in quality improvement in upstream processes of projects in the assurance
division and development of new technologies. The Company believes that he is qualified to assume a role in the promotion of datadriven businesses, which is a key initiative in the Company’s medium-term business plan, by creating digital transformation (DX)businesses tailored to different industries and by promoting innovative businesses. Therefore, the Company proposes his continued
election as Director.
April 1982

Joined ASO CORPORATION

November 1999

General Manager, Hospital Consulting Division

June 2005

Director, General Manager, Hospital Consulting Division

April 2008

January 2020

Director, Deputy General Manager, Medical Business Division,
General Manager, Hospital Consulting Division
Director, Member of Group Management Committee, Deputy General
Manager, Medical Business Division, General Manager,
Hospital Consulting Division
Director, Member of Group Management Committee, Deputy
General Manager, Medical Business Division
Managing Director, Member of Group Management Committee,
Deputy General Manager, Medical Business Division
President and CEO, Aso Information System Co., Ltd. (current
position)
Senior Managing Director, ASO CORPORATION, Member ofGroup Management Committee, Deputy General Manager, Medical
Business Division
Senior Managing Director, Member of Group Management
Committee, General Manager, Medical Business Division (current
position)
Advisor, the Company

June 2020

External Director (current position)

June 2009

Hidetoshi Takinaka(April 24, 1958)

October 2009

[Reappointment][External Director]

June 2012

Tenure as Director
1 year8

November 2012
June 2016

Attendance rate of theBoard of Directors meetingsin fiscal 2020

100%

June 2018

0[Significant concurrent positions]
President and CEO, Aso Information System Co., Ltd.
Senior Managing Director, ASO CORPORATION
Reason for nomination as candidate for External Director and expected role:
Mr. Hidetoshi Takinaka has profound insights on industries related to medical and nursing care acquired through abundant
experience and a track record as President and CEO of a company. The Company expects him to provide oversight and advice in the
Company’s challenges toward new growth fields and domains in the future. Therefore, the Company proposes his continued election
as External Director.

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No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1984

Joined FUJITSU LIMITED

June 2002

Manager of Product Planning, Software Services Planning
Department, Marketing Unit
General Manager of Sales Department, Mizuho Corporate
Business Unit (in charge of Next Generation Systems)
Head of First Financial Business Division

April 2010

Makoto Omori(September 15, 1961)[Reappointment][External Director]
Tenure as Director
1 year9

Attendance rate of theBoard of Directors meetingsin fiscal 2020

100%

April 2017

Corporate Executive Officer, Head of First Financial Business
Division at Sales, Financial Services & Social Infrastructure Sales
Group
January 2019 Administrative Officer, Head of First Financial Business Division at
Sales, Financial Services & Social Infrastructure Sales Group
April 2019
Administrative Officer, Head of Social Infrastructure Business Division
at Sales, Financial Services & Social Infrastructure Sales Group, (current
position)
April 2020
Administrative Officer, Vice President of Public and Social
Infrastructure Group for Japan Region (current position)
June 2020
External Director, the Company (current position)

Number ofCompany shares
held

April 2018

0

[Significant concurrent positions]
Administrative Officer, FUJITSU LIMITED
Reason for nomination as candidate for External Director and expected role:
Mr. Makoto Omori has abundant experience and an extensive track record in the system integration business as General Managerof an operating corporation. The Company expects him to contribute to swift and bold decision-making by management in addition to
oversight functions, and to provide advice from the perspective of shareholders and investors from an objective position, independentof the executive management of the Company. Therefore, the Company proposes his continued election as External Director.
April 1996

Toshihiro Murashima(April 2, 1957)

10

Registered as attorney (Dai-Ichi Tokyo Bar Association)
Joined Aoyama Chuo Law Office

April 1999

Partner[Reappointment][External Director]

April 2001

Established Murashima Hozumi Law OfficeTenure as Director
4 years

June 2006

External Director, NIFTY Corporation

June 2011

External Statutory Auditor, the Company

June 2017

External Director (current position)

Attendance rate of theBoard of Directors meetingsin fiscal 2020

92.3%

Partner (current position)
3,773[Significant concurrent positions]
Partner, Murashima Hozumi Law Office

Reason for nomination as candidate for External Director and expected role:
Although Mr. Toshihiro Murashima has never been directly involved in corporate management, he has expertise as an attorney, andas Statutory Auditor of the Company for many years and Chairman of the Nomination and Compensation Committee, he has
profound insights on the qualities of candidates for officers and their appropriate compensations, which are core issues of corporate
governance of the Company. The Company expects him to contribute to rapid and bold decision-making by management in the futurefrom an objective position, independent of the executive management of the Company. Therefore, the Company proposes his
continued election as External Director.

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No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions

Number ofCompany shares
held

April 1980

Joined FUJITSU LABORATORIES LTD. (currently FUJITSU
LIMITED)
February 2000 Manager of Document Processing Research Department
April 2006

Director, Information Processing Society of Japan

April 2007

Vice President, Fujitsu Laboratories of America, Inc.

(July 23, 1957)

April 2009

[Reappointment][External Auditor][Independent Officer]

July 2009

Chief Researcher of Software & Solution Laboratory, FUJITSULABORATORIES LTD. (currently FUJITSU LIMITED)Technology Administrative Officer, NIFTY Corporation

Kunio Matsui

Tenure as Director
2 years
11

Attendance rate of theBoard of Directors meetingsin fiscal 2020

100%

July 2014

Member of Program Meeting Committee established for“Enhancement of Resilient Disaster Prevention and Disaster
Reduction Function” Challenge of Cabinet Office SIP
November 2014 Concurrently served as Head of New Business Promotion
Office, NIFTY Corporation
April 2015
Concurrently served as Specially Appointed Professor of Graduate
School of Science and Technology, Shizuoka University
February 2017 Professor, Department of Information and Computer Science, College
of Engineering, Kanazawa Institute of Technology (current position)
June 2019
External Director, the Company (current position)

0[Significant concurrent positions]
Professor, Department of Information and Computer Science, College of Engineering,
Kanazawa Institute of Technology
Reason for nomination as candidate for External Director and expected role:
Although Mr. Kunio Matsui has never been directly involved in corporate management, he has abundant experience at FUJITSULABORATORIES LTD. and NIFTY Corporation and currently as a professor in the Department of Information and Computer
Science, College of Engineering, Kanazawa Institute of Technology, and possesses profound insights on the information network
solution business. The Company expects him to contribute to rapid and bold decision-making by management from a diversified
perspective by drawing on his experience and from an objective position, independent of the executive management of the Company.
Therefore, the Company proposes his continued election as External Director.

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No.

Past experience, positions and responsibility in the Company,
and significant concurrent positions

Name (Date of birth)
April 1973

Noriyuki Moriyama(June 20, 1947)[New Appointment][External Director][Independent Officer]
Tenure as Director
1 year12

Attendance rate of theBoard of Directors meetingsin fiscal 2020

100%

April 1986

Joined Second Department of Surgery, Chiba University School of
Medicine
Visiting Doctor, Mayo Clinic, US

April 1987

Chief, Department of Diagnostic Radiology, National Cancer Center

July 1992

Head, Department of Radiology, National Cancer Center Hospital East

Head, Department of Diagnostic Radiology, National Cancer Center
HospitalJanuary 2004 Director, Research Center for Cancer Prevention and Screening,
National Cancer Center
April 2010
Director, Research Center for Cancer Prevention and Screening,
National Cancer Center (Independent Administrative Institution)
April 2013
Senior Executive Officer and Managing Director, Medical Corporation
Midtown Medicine Co., Ltd. Director, Health Screening Center, Tokyo
Midtown Medicine Co., Ltd.
April 2016
Chairman, Shinkokai medical corporation (current position) Director,
Medical Corporation Midtown Medicine Co., Ltd. (current position)
August 2016 Director, Grand HIMEDIC Club (HIMEDIC, Inc.) (current position)

Number ofCompany shares
held

April 1998

June 2020

0

External Director, the Company (current position)[Significant concurrent positions]
Chairman, Shinkokai medical corporation
Director, Medical Corporation Midtown Medicine Co., Ltd.
Director, HIMEDIC, Inc.
Reason for nomination as candidate for External Director and expected role:
Based on Mr. Noriyuki Moriyama’s achievements accumulated over many years at the National Cancer Center and hisachievements in fields such as research of future advanced technology AI, the Company expects him to contribute to initiatives in the
Company’s health care business and its health management (which is part of the Company’s management policy), as well as to swift
and bold decision-making by management based on viewpoints and insights different from the Company’s from an objective position,
independent of the executive management of the Company. Therefore, the Company proposes his continued election as External
Director.
Notes:
1. Mr. Hidetoshi Takinaka serves concurrently as President and CEO of Aso Information System Co., Ltd. and Senior Managing Directorof ASO CORPORATION. The Company has entered into a capital and business alliance agreement with ASO CORPORATION, theparent company of Aso Information System Co., Ltd.
2. Mr. Makoto Omori serves concurrently as Director and a department head of FUJITSU LIMITED, with which the Company has
business transactions including product sales.
3. Mr. Toshihiro Murashima serves as representative of Murashima Hozumi Law Office, with which the Company has entered into anadvisory agreement. There is no special interest between the candidate and the Company.
4. Excluding Mr. Hidetoshi Takinaka, Mr. Makoto Omori, and Mr. Toshihiro Murashima, there are no special interests between eachcandidate and the Company.
5. Mr. Makoto Omori serves concurrently as an executive of FUJITSU LIMITED, which is a specified associated service provider of theCompany, and receives remuneration from FUJITSU LIMITED as Director and a department head of the company.
6. Mr. Kunio Matsui and Mr. Noriyuki Moriyama are candidates for independent officer stipulated by the Tokyo Stock Exchange.
7. The Company has entered into a limited liability agreement with Mr. Toshihiro Murashima and Mr. Kunio Matsui, which provides thatthe maximum amount of liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act shall be the total amountof the amounts stipulated in each Item under Article 425, Paragraph 1 of the Companies Act, provided that they have performed theirduties in good faith and in absence of gross negligence. Furthermore, if this proposal is approved and Mr. Toshihiro Murashima and Mr.
Kunio Matsui are reelected, the Company plans to continue the above limited liability agreement.
8. The Company has entered into a directors and officers liability insurance agreement with an insurance company that names the internal
director candidates as the insured parties. The insurance agreement covers damages that may be incurred by the insured parties as aresult of the responsibilities assumed in the execution of their duties, or any liability claims made against them in connection with those
responsibilities. Furthermore, if this proposal is approved and the internal director candidates are reelected, they will be included as theinsured parties in the above insurance agreement.
9. The tenure as Director of each candidate is as of the conclusion of this General Meeting of Shareholders.

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