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: 6517
June 5, 2024
To our shareholders:
Takanori Yoshinaga
Representative Director, President
Denyo Co., Ltd.
2-8-5, Nihonbashi-horidomecho, Chuo-ku, Tokyo
103-8566, JapanNOTICE OF THE 76th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 76th Ordinary General Meeting of Shareholders of Denyo Co., Ltd. (the“Company”), which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and has posted theinformation on the Company’s website. Please access the website below to view the information.
The Company’s website: https://www.denyo.co.jp/ (in Japanese)(From the above website, select “Investors,” “Stock Information,” and then “IR Library.”)
In addition to the Company’s website mentioned above, matters subject to measures for electronic provision are
also posted on the Tokyo Stock Exchange (TSE) (Listed Company Search) website listed below.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Denyo” in “Issue name (company
name)” or the Company’s securities code “6517” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting].”)If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the internet,
etc. Please exercise your voting rights after reviewing the attached Reference Documents for the General Meetingof Shareholders no later than 5:00 p.m., Wednesday, June 26, 2024 (Japan Standard Time).
1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (Japan Standard Time)
2. Venue:
3F Room 1/2/3, Belle Salle Yaesu, Yaesu First Financial Building
1-3-7, Yaesu, Chuo-ku, Tokyo
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 76th Term (from April 1, 2023 to March 31,2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 76th Term (from April 1, 2023 to March 31, 2024)
Item to be resolved:
Proposal:
Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
4. Matters Decided for Convocation:

-1-

(1)
(2)

If there is no indication of approval or disapproval of the proposal on the voting form, it shall be deemed
as an intention of approval.
If you exercise your voting rights several times via the internet, etc., the last vote will be upheld as valid. If
your voting rights are duplicated in writing due to the re-issue of the voting form, the same will apply.
However, if you exercise multiple voting rights in writing and via the internet, etc., the exercise via theinternet, etc. will be upheld as valid.

-2-Reference Documents for the General Meeting of Shareholders
Proposal:

Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The term of office of all seven (7) of the Company’s Directors (excluding Directors who are Audit and Supervisory
Committee Members; hereinafter the same shall apply for this Proposal) will expire at the conclusion of thisOrdinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of seven (7) Directors.
Furthermore, the Audit and Supervisory Committee has provided the opinion that all candidates for Director in this
Proposal are qualified.
The candidates for Directors are as follows.

No.

Name

1

Shoichi Shiratori

2

Takanori Yoshinaga

3

Masao Yamada

4

Makoto Tanabe

5

Kenichi Otomo

6

Masakazu Minato

7

Yoshio Takeyama

Position

Attendance at
BOD
meetings
during theyear

Tenure as
Director

Representative Director, Chairman

15/15

13 yearsRepresentative Director, President

15/15

5 years

Director
Managing Executive Officer

15/15

5 years

Director
Managing Executive Officer

15/15

3 years

Director
Senior Executive Officer

11/11

1 yearSenior Executive Officer――

Outside Director

15/15

5 years

Candidate
attribution
Reelection
Internal
Male
Reelection
Internal
Male
Reelection
Internal
Male
Reelection
Internal
Male
Reelection
Internal
Male
New election
Internal
Male
Reelection
OutsideIndependent
Male

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No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1980
Apr. 2008
July 2009

Shoichi Shiratori(May 26, 1956)
Reelection
Internal
Male

1

Attendance at Board of
Directors meetings during the
year:
15/15
Attendance: 100%

Apr. 2011
June 2011
Apr. 2012

Apr. 2013

Apr. 2015

Apr. 2016
Apr. 2023

Joined the Company
Executive Officer, General Manager, Planning& Coordination Department of the Company
Executive Officer, Deputy Chief Executive,
Administration Division, General Manager,
Planning & Coordination Department of theCompany
Executive Officer, Chief Executive,
Administration Division of the Company
Director, Executive Officer, Chief Executive,
Administration Division of the Company
Director, Executive Officer,
Chief Executive, Administration Division,
General Manager, Information System
Department of the Company
Director, Managing Executive Officer,
Chief Executive, Administration Division,
General Manager, Information System
Department of the Company
Director, Managing Executive Officer,
Chief Executive, Administration Division of theCompany
Representative Director, President of theCompany
Representative Director, Chairman of theCompany(to the present)

Number of theCompany’s shares
owned

54,410 shares[Reasons for nomination as candidate for Director]
Mr. Shoichi Shiratori has served in positions in the corporate planning and administrative fields of the Company formany years, making him well versed in the Company’s overall business operations. The Company judges that his
participation in the Company’s management-level decision-making will contribute to the Company’s sustainable growthand medium- to long-term enhancement of corporate value as someone who leads management in a way that iscompatible with the various changes taking place in the business environment using this knowledge. As a result, theCompany again nominated him as candidate for Director.
[Special interests with the Company]
None

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No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1986
Apr. 2013

Takanori Yoshinaga(April 12, 1963)
Reelection
Internal
Male

2

3

Attendance at Board of
Directors meetings during the
year:
15/15
Attendance: 100%

Apr. 2017

Apr. 2019
June 2019
Apr. 2021

Apr. 2023

Joined the Company
General Manager, Engineering Department,
Development Division of the Company
Executive Officer, General Manager,
Engineering Department, Development
Division of the Company
Executive Officer, Chief Executive,
Development Division of the Company
Director, Executive Officer, Chief Executive,
Development Division of the Company
Director, Senior Executive Officer, Chief
Executive, Development Division, Responsible
for Production Division, Overseas
Manufacturing Subsidiary of the Company
Representative Director, President of theCompany(to the present)

Number of theCompany’s shares
owned

11,995 shares[Reasons for nomination as candidate for Director]
Mr. Takanori Yoshinaga has served in positions in the development division of the Company for many years. The
Company judges that his participation in the Company’s management-level decision-making will contribute to theCompany’s sustainable growth and medium- to long-term enhancement of corporate value as someone able to promotefurther product development utilizing his extensive knowledge of products and responsible for various forms ofplanning based on his experience in corporate planning. As a result, the Company again nominated him as candidate for
Director.
[Special interests with the Company]
None
Apr. 1985
Joined the Company
Apr. 2016
General Manager, Quality Management
Department, Quality Management Division of
the Company
Masao Yamada
Apr. 2018
Executive Officer, General Manager, Quality(December 5, 1964)
Management Department, Quality Management
Division of the Company
Reelection
Apr. 2019
Executive Officer, Chief Executive, Quality
Internal
Management Division of the Company
Male
10,427 shares
June 2019
Director, Executive Officer, Chief Executive,
Quality Management Division of the Company
Attendance at Board ofApr. 2021
Director, Senior Executive Officer, Chief
Directors meetings during the
Executive, Quality Management Division of theyear:
Company
15/15
Apr.
2023
Director, Managing Executive Officer, Chief
Attendance: 100%
Executive, Development Division, Responsible
for Production Division, Overseas
Manufacturing Subsidiary of the Company(to the present)[Reasons for nomination as candidate for Director]
Mr. Masao Yamada has served in positions in the development and quality control divisions of the Company. The
Company judges that his participation in the Company’s management-level decision-making will contribute to theCompany’s sustainable growth and medium- to long-term enhancement of corporate value, from the perspective of
supporting safe and secure product development through efforts to advance quality control utilizing his broad
experience. As a result, the Company again nominated him as candidate for Director.
[Special interests with the Company]
None

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No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1984

Apr. 2008
July 2009

Apr. 2011

Apr. 2013
Makoto Tanabe(August 27, 1961)
Reelection
Internal
Male

4

Attendance at Board of
Directors meetings during the
year:
15/15
Attendance: 100%

Apr. 2015

Apr. 2018

Apr. 2020

Apr. 2021
June 2021

Apr. 2023

June 2023

Joined The Dai-ichi Mutual Life Insurance
Company (currently The Dai-ichi Life
Insurance Company, Limited)
General Manager, Personnel Department,
Administration Division of the Company
General Manager, Personnel Department andGeneral Affairs Department, Administration
Division of the Company
Executive Officer, General Manager, Personnel
Department, Administration Division of theCompany
Executive Officer, General Manager, General
Affairs Department and Personnel Department,
Administration Division of the Company
Executive Officer, General Manager, General
Affairs Department and Finance Department,
Administration Division of the Company
Senior Executive Officer, General Manager,
Planning & Coordination Department and
Finance Department, Administration Divisionof the Company
Senior Executive Officer, General Manager,
Planning & Coordination Office of theCompany
Senior Executive Officer, Chief Executive,
Administration Division of the Company
Director, Senior Executive Officer, Chief
Executive, Administration Division of theCompany
Director, Managing Executive Officer,
Chief Executive, Administration Division of theCompany
Director, Managing Executive Officer,
Chief Executive, Administration Division,
General Manager, Personnel Department of theCompany(to the present)

Number of theCompany’s shares
owned

6,967 shares[Reasons for nomination as candidate for Director]
Mr. Makoto Tanabe has served in positions in the corporate planning and administrative fields of the Company formany years. The Company judges that his participation in the Company’s management-level decision-making willcontribute to the Company’s sustainable growth and medium- to long-term enhancement of corporate value, from theperspective of enhancing management on the variously ever-changing finance, IT and HR fields utilizing his broad
experience. As a result, the Company again nominated him as candidate for Director.
[Special interests with the Company]
None

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No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
July 2003
Jan. 2006
Apr. 2017

5

Number of theCompany’s shares
ownedJoined Denyo Techno Service Co., Ltd.
Transferred to the Company
General Manager, Plant & Project Department,
Sales Division of the Company
Apr. 2020
Executive Officer, General Manager,
International Sales Department I, Sales
Division of the Company
Apr. 2021
Executive Officer, Head of International Sales
Unit, General Manager, International Sales
Kenichi Otomo
Department I, Sales Division of the Company(January 14, 1969)
Apr. 2023
Senior Executive Officer, Deputy Chief
Executive, Sales Division, Head ofReelection
International Sales Unit, General Manager,
Internal
International Sales Department I, Responsible
Male
4,200 sharesfor Overseas Sales Subsidiary of the Company
Attendance at Board ofJune 2023
Director, Senior Executive Officer, Deputy
Directors meetings during the
Chief Executive, Sales Division, Head ofyear:
International Sales Unit, General Manager,
11/11
International Sales Department I, Responsible
Attendance: 100%for Overseas Sales Subsidiary of the Company
Apr. 2024
Director, Senior Executive Officer, Chief
Executive, International Sales & Marketing
Division, Responsible for Overseas Sales
Subsidiary of the Company(to the present)[Significant concurrent positions outside the Company]
President, Denyo America Corporation
President, Denyo Europe B.V.
[Reasons for nomination as candidate for Director]
Mr. Kenichi Otomo has served in positions in the sales division of the Company for many years and in particular hasabundant experience in international business, providing him with a global perspective. The Company judges that his
participation in the Company’s management-level decision-making will contribute to the Company’s sustainable growthand medium- to long-term enhancement of corporate value. As a result, the Company again nominated him as candidate
for Director.
[Special interests with the Company]
None

-7-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1984
Apr. 2019

6

Masakazu Minato(February 22, 1962)

Apr. 2021

New election
Internal
Male

Apr. 2023

Apr. 2024

Joined the Company
Executive Officer, General Manager, East Japan
Sales Department, Sales Division, Manager,
Tokyo Branch of the Company
Executive Officer, General Manager, East Japan
Sales Department, Sales Division of theCompany
Senior Executive Officer, Head of Domestic
Sales Unit, Manager, East Japan Sales
Department, Sales Division of the Company
Senior Executive Officer, Chief Executive,
Sales Division, General Manager, Sales Support
Department of the Company(to the present)

Number of theCompany’s shares
owned

2,100 shares[Reasons for nomination as candidate for Director]
Mr. Masakazu Minato has served in positions in the sales division of the Company for many years, giving him
extensive knowledge of products and a perspective closely in tune with customers and distributors. The Company
judges that his participation in the Company’s management-level decision-making will contribute to the Company’ssustainable growth and medium- to long-term enhancement of corporate value. As a result, the Company has newly
nominated him to serve as a new director.
[Special interests with the Company]
None

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No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1977

7

Notes:

Number of theCompany’s shares
ownedJoined The Dai-ichi Mutual Life Insurance
Company (currently The Dai-ichi Life
Insurance Company, Limited)
Apr. 2000
Manager, Sales Personnel Department of The
Dai-ichi Mutual Life Insurance Company
Apr. 2005
Manager, IT Planning Department of The Daiichi Mutual Life Insurance Company
Apr. 2007
Executive Officer, Manager, IT Planning
Department of The Dai-ichi Mutual Life
Yoshio Takeyama
Insurance Company(February 11, 1954)
June 2009
Director, Managing Executive Officer of The
Dai-ichi Mutual Life Insurance Company
Reelection
June 2013
President and Representative Director of The
OutsideDai-ichi Life Information Systems Co., Ltd.
Independent
Apr. 2015
Chairman and Representative Director of The
0 shares
Male
Dai-ichi Life Information Systems Co., Ltd.
Attendance at Board ofJune 2015
Outside Audit & Supervisory Board Member of
Directors meetings during thethe Company
year:
June 2019
Relinquished position of Chairman and
15/15
Representative Director of The Dai-ichi Life
Attendance: 100%
Information Systems Co., Ltd.
June 2019
Relinquished position of Outside Audit &Supervisory Board Member of the Company
June 2019
Outside Director of the Company (current post)
June 2020
Outside Director of XNET Corporation (current
post)(to the present)[Significant concurrent positions outside the Company]
Outside Director of XNET Corporation[Reasons for nomination as candidate for Outside Director and outline of roles expected thereof]
Mr. Yoshio Takeyama has used his abundant experience from other companies to actively provide opinions from an
independent standpoint during his time as an Outside Audit & Supervisory Board Member and as an Outside Director,
and has sufficiently performed the professional responsibilities of the positions. He is independent from the
management which undertakes business operations and there is no risk that a conflict of interest will arise with theshareholders. The Company again nominated him as candidate for outside director in order to improve the soundness
and transparency of the Company’s management-level decision-making.
Currently, he is an Outside Director of the Company and his term as an Outside Director at the conclusion of thisOrdinary General Meeting of Shareholders will be five (5) years.
[Special interests with the Company]
None
1. Mr. Yoshio Takeyama is a candidate for Outside Director.
2. Mr. Yoshio Takeyama satisfies the requirements for independent officer as provided for by Tokyo Stock Exchange, Inc.,and the Company has submitted notification to the aforementioned exchange concerning his appointment as anindependent officer.
3. The Company has entered into agreements with Mr. Yoshio Takeyama that limit his liability for damages under Article
423, paragraph (1) of the Companies Act, pursuant to the provisions of Article 427, paragraph (1) of the same Act. The
limit of liability for damages under this agreement is the minimum amount provided for in Article 425, paragraph (1) of
the same Act. If this Proposal is approved as proposed, the Company intends to continue the aforementioned agreement.
4. Pursuant to Article 430-3, paragraph (1) of the Companies Act, the Company has entered into a directors and officers
liability insurance policy with an insurance company. The insurance policy covers damages, legal fees and other costs aninsured may incur as a result of liability claims arising from their acts carried out by the insured persons including
Directors of the Company based on their position (including omission). Damages and other costs arising from criminal
acts such as bribery or intentional illegal acts by officers are not covered in order not to impair the appropriateness of theexecution of duties by them. In addition, all premiums for the insurance policy are shouldered by the Company and its
subsidiaries. If this Proposal is approved as proposed, each candidate for director will be included as an insured in thepolicy.
The Company intends to renew this insurance policy with the same content during the term of office.

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[Reference]
Skills matrix of the Company’s Board of Directors (system in case Proposal is approved)
Main fields of expertise
R&D

Corporate

Name

GenderTitle

OutsideManagement/

ManufacturESG

QualityCG

ShoichiShiratori

Male

Takanori
Yoshinaga

Male

Masao
YamadaMale

MakotoTanabeMale

Kenichi
Otomo

Male

Masakazu
MinatoMale

YoshioTakeyama

Male

Toru Hiroi

Kazuyoshi
Kubo

Keiko
Yamagami

MasakoNatori

MakotoKoto

Representative
Director,
Chairman
Representative
Director,
President
Director
Managing
Executive
Officer
Director
Managing
Executive
Officer
Director
SeniorExecutive
Officer
Director
SeniorExecutive
Officer
Director

Director,
Audit andMale Supervisory
Committee
MemberDirector,
Audit andMale Supervisory
Committee
MemberDirector,
Audit andFemale Supervisory
Committee
MemberDirector,
Audit andFemale Supervisory
Committee
MemberDirector,
Audit andMale Supervisory
Committee
Membering

Personnel
Sales/
MarketingGlobal

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

●

〇

/LaborRisk

IT

Manage-Manage-

ment

ment

Control

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

●

〇

〇

〇

〇

●

〇

〇

〇

-10-

〇

○

〇

●

〇

〇

〇

〇

Legal/

Finance/

〇

○

〇

〇

Composition status
Name

Gender

Title

Audit andSupervisory
Committee

ShoichiShiratori

Male

Takanori
Yoshinaga

Male

Masao
YamadaMale

MakotoTanabeMale

Kenichi
Otomo

Male

Masakazu
MinatoMale

YoshioTakeyama

Male

Representative
Director,
Chairman
Representative
Director,
President
Director
Managing
Executive
Officer
Director
Managing
Executive
Officer
Director
SeniorExecutive
Officer
Director
SeniorExecutive
Officer
Director

Nomination and

Board ofCompensation

Independent

Advisory

OutsideCommittee

Directors

●

●

●

●

Director,
Audit and●Supervisory
Male
Toru Hiroi
Committee
MemberDirector,
Audit andKazuyoshi●
Male Supervisory
Kubo
Committee
MemberDirector,
Audit and
Keiko
●
●
●
Female Supervisory
Yamagami
Committee
MemberDirector,
Audit and
Masako●●●Female Supervisory
Natori
Committee
MemberDirector,
Audit and
Makoto●●●Male Supervisory
Koto
Committee
MemberNotes: 1 Denotation of ○ in the above list shows four (4) fields at maximum of the main fields where each person candemonstrate their expertise based on their experience and others, and does not cover all the knowledge they have.
2 Denotation of ● in the list above for “Outside” indicates that the person is an Outside Director.
3 Denotation of ● in the list above for “Composition status” indicates the members of the Audit and Supervisory
Committee, the Nomination and Compensation Advisory Committee, and the Board of Independent Outside Directors.

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