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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 6309)
January 12, 2024
(Date of commencement of measures forelectronic provision: January 5, 2024)
To Shareholders with Voting Rights:
Akitomo Tamai
President
Tomoe Engineering Co., Ltd.
5-15 Kitashinagawa 5-chome,Shinagawa-ku, Tokyo, JapanNOTICE OF
THE 94TH ANNUAL SHAREHOLDERS MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 94th Annual Shareholders Meeting of Tomoe Engineering Co., Ltd. (the“Company”) will be held for the purposes as described below.
The Company has taken measures for electronic provision in convening the Annual Shareholders Meetingand posted matters subject to electronic provision measures in the “Notice of Convocation Annual General
Meeting 2024” on the following website on the Internet.
The Company’s website:
https://www.tomo-e.co.jp/english/ir/
In addition to the above, the information is posted on the following website on the Internet as well.
Tokyo Stock Exchange website (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above Tokyo Stock Exchange website, enter “Tomoe Engineering” in the “Issue name(company name)” or our stock exchange code “6309” in “Code,” and click “Search.” Then, select “Basicinformation” and “Documents for public inspection/PR information” and check “Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting” column under “Filed
information available for public inspection.”
You can exercise your voting rights in writing by mail or through electromagnetic means such as theInternet, etc. Please review the attached “Reference Documents for the Shareholders Meeting” describedin the matters subject to electronic provision measures and exercise your voting rights using one of themethods written on page 3 (Japanese original) by 5:40 p.m. on Monday, January 29, 2024, Japan time.

-1-1. Date and Time:

Tuesday, January 30, 2024 at 10:00 a.m., Japan time

2. Place:“Diamond 30” on the 30th floor of the Main Tower of Shinagawa Prince Hotellocated at 10-30, Takanawa 4-chome, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: (1) The Business Report, Consolidated Financial Statements for the Company’s
94th Fiscal Year (from November 1, 2022 to October 31, 2023) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Committee ofthe Consolidated Financial Statements(2) Non-consolidated Financial Statements for the Company’s 94th Fiscal Year(from November 1, 2022 to October 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Five Directors (excluding Directors serving as Audit & Supervisory
Committee Members)
Proposal 3:
Payment of Bonuses to Officers〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception

desk. Also, for the purposes of resource conservation, please bring this notice along with you.
◎ Should the matters subject to electronic provision measures require any revisions, the revised matters will
be posted on each of the websites on which they are posted.
◎ Among the matters subject to electronic provision measures, the Consolidated Statements of Changes inShareholders’ Equity of the Consolidated Financial Statements and Notes to the Consolidated FinancialStatements as well as the Non-consolidated Statements of Changes in Shareholders’ Equity of the Nonconsolidated Financial Statements and Notes to the Non-consolidated Financial Statements are notcontained in the hard copy provided to shareholders who have requested it pursuant to the provisions oflaws and regulations and Article 14, Paragraph 2 of the Articles of Incorporation of the Company.
Accordingly, the hard copy is part of the Consolidated Financial Statements and Non-consolidated
Financial Statements that were audited by the Audit & Supervisory Committee and the Accounting
Auditor in preparing audit reports and accounting audit reports, respectively.

-2-Reference Documents for the Shareholders Meeting
Proposals and References
Proposal 1:

Appropriation of Surplus

1. Matters regarding the year-end dividend
As its basic policy in our current medium-term management plan (from the fiscal year ended October
31, 2023 to the fiscal year ending October 31, 2025), the Company will implement stable dividends
with the targeted payout ratio of at least 40% while seeking to maintain its sound financial position,and by considering the medium- to long-term earnings outlook, business strategy, and other factors in
a comprehensive manner.
Based on the above policy, the Company proposes a year-end dividend of 70 yen per share for thecurrent fiscal year, an increase of 42 yen per share from the previous fiscal year, taking into
consideration the status of its financial position, operating results for the fiscal year ended October 31,
2023, and the future outlook.
(1) Matters regarding the assignment of assets to be distributed to shareholders and the total amountthereof70 yen per share of the Company’s common stock, in a total amount of 698,478,200 yen
As the Company has already paid the interim dividend of 40 yen per share, the annual dividend forthe fiscal year ended October 31, 2023 will amount to 110 yen per share.
(2) The date on which dividends of retained earnings become effective
January 31, 2024
2. Matters regarding appropriation of surplus
Regarding the internal reserves, the Company proposes as follows to reinforce the managementfoundation in preparation for the future business development.
(1) Item of surplus to be increased and the amount thereof
General reserve of 1,000,000,000 yen(2) Item of surplus to be decreased and the amount thereof
Retained earnings brought forward of 1,000,000,000 yen-3-Proposal 2:

Election of Five Directors (excluding Directors serving as Audit & Supervisory
Committee Members)

The term of office of all five Directors (excluding Directors serving as Audit & Supervisory Committee
Members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this Annual
Shareholders Meeting. Accordingly, the election of five Directors is proposed. With regard to this proposal,
based on the Nomination & Remuneration Advisory Committee’s report and the Audit & Supervisory
Committee’s opinion, all candidates have been deemed to qualify as a Director of the Company after eachcandidate’s execution of duties, performance and remarks made at the Board of Directors during the fiscal
year ended October 31, 2023, and past experience, etc. were reviewed.
The candidates for Directors are as follows:
Attributes

Attendance at Boardof Directorsmeetings

President

Reappointment

100%(22/22)

Akiyoshi Shinoda

Director & Managing Executive Officer
General Manager, Machinery & Equipment
Div.

Reappointment100%(22/22)

3

Tetsuyuki Azuma

Director & Managing Executive Officer
General Manager, Chemical Products Div.

Reappointment100%(22/22)

4

Osamu Fujii

Director & Executive Officer
In charge of General Affairs Div. and Business
Coordination Div.

Reappointment100%(22/22)

5

Kazuyuki Kitta

Director & Executive Officer
In charge of Accounting Div. and Management
Planning Dept.

Reappointment100%(17/17)

Current positions and responsibilities, etc.
at the CompanyNo.

Name

1

Akitomo Tamai

2

New appointment
Reappointment
Outside Director
Independent Officer

Candidate for new Director
Candidate for reappointment as Director
Candidate for Outside Director
Candidate for independent officer stipulated by stock exchanges, etc.

(Note) Regarding the attendance of Mr. Kazuyuki Kitta at Board of Directors meetings, the above list shows hisattendance at meetings held after he assumed office on January 27, 2023.

-4-No.

Name(Date of birth)

Past experience, positions and responsibilities
April 1980
April 1988
April 2000
November 2005
January 2011

Akitomo Tamai(February 12, 1957)

November 2012
January 2013

Reappointment

1
November 2017
January 2018
January 2021
January 2023

Joined JDC CORPORATION
Joined Elkem Japan K.K.
Joined the Company
General Manager, Industrial Materials Dept.,
Chemical Products Div.
Director
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept., Industrial Materials
Dept., and Fine Chemicals Dept.)
President, Tomoe Butsuryu Co., Ltd.
President, Tomoe Trading (Shenzhen) Co., Ltd.
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept. and Industrial Materials
Dept.) and General Manager, China Business
Promotion Dept., Chemical Products Div. of theCompany
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept. and Industrial MaterialsDept.)
Managing Director
General Manager, Chemical Products Div.
Senior Managing Director
General Manager, Machinery & Equipment Div.
President (current position)

Number ofshares of theCompany
held

26,717(Reasons for selecting the candidate for Director)
Mr. Akitomo Tamai has abundant operational knowledge and experience on the Company’s overall business with focus
on the machinery and equipment business and chemical products business. Since assuming office as a Representative
Director in January 2023, he has duly performed his duties as a senior executive officer of the Group. Therefore, theCompany believes that he is qualified as a Director of the Company and reappoints him as a candidate for Director.

April 1985
September 1989
November 2011
April 2014
January 2015

April 2015
Akiyoshi Shinoda(August 23, 1961)
Reappointment

January 2018

2January 2021
March 2021
January 2023

November 2023

Joined Nippon Kaiji Kentei Kyokai
Joined the Company
General Manager, Chemical Products Sales Dept.,
Osaka Branch Office
General Manager, Fine Chemicals Dept., ChemicalProducts Div.
DirectorDeputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andElectronic Materials Dept.) and General Manager,Fine Chemicals Dept.
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept., ElectronicMaterials Dept., and Fine Chemicals Dept.)
Deputy General Manager, Chemical Products Div.
(in charge of Fine Chemicals Dept., Electronic
Materials Dept., and Plastics Dept.)
President, Tomoe Butsuryu Co., Ltd.
Managing Director of the Company
General Manager, Chemical Products Div.
President, Tomoe Trading (Shenzhen) Co., Ltd.
Director & Managing Executive Officer of theCompany (current position)
General Manager, Machinery & Equipment Div.
(current position)
President, Tomoe Engineering USA, Inc. (currentposition)

23,418(Reasons for selecting the candidate for Director)
Mr. Akiyoshi Shinoda has abundant operational knowledge and experience on the Company’s overall business with focus
on the machinery and equipment business and the chemical products business. Since assuming office as a Director inJanuary 2015, he has duly performed duties in general as Director. Therefore, the Company believes that he is qualified
as a Director of the Company and reappoints him as a candidate for Director.

-5-No.

Name(Date of birth)Past experience, positions and responsibilities
April 1984
November 2009
January 2018

Tetsuyuki Azuma(August 16, 1960)

April 2018

Reappointment

November 2019

3January 2021
January 2023

Joined the Company
General Manager, Advanced Materials Dept.,
Chemical Products Div.
Director
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andIndustrial Materials Dept.) and General Manager,
Advanced Materials Dept.
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andIndustrial Materials Dept.)
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept., Industrial
Materials Dept., and Minerals Dept.)
President, Tomoe Butsuryu Co., Ltd.
Director & Managing Executive Officer of theCompany (current position)
General Manager, Chemical Products Div. (currentposition)

Number ofshares of theCompany
held11,814(Reasons for selecting the candidate for Director)
Mr. Tetsuyuki Azuma has abundant operational knowledge and experience on the Company’s overall business with focus
on the chemical products business. Since assuming office as a Director in January 2018, he has duly performed duties ingeneral as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints him
as a candidate for Director.

April 1987
April 2013
January 2020

Osamu Fujii(December 10,1963)

November 2020

Reappointment

January 2022

4January 2023
November 2023

Joined the Company
General Manager, General Affairs Div.
Director
In charge of General Affairs Div. and Business
Coordination Div. and General Manager, General
Affairs Div.
In charge of General Affairs Div. and Business
Coordination Div.
In charge of General Affairs Div. and Business
Coordination Div. and General Manager, General
Affairs Div.
Director & Executive Officer (current position)

11,318In charge of General Affairs Div. and BusinessCoordination Div. (current position)(Reasons for selecting the candidate for Director)
Mr. Osamu Fujii has abundant operational knowledge and experience on the Company’s overall business with focus on
the administrative division. Since assuming office as a Director in January 2020, he has duly performed duties in general
as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints him as acandidate for Director.

-6-No.

Name(Date of birth)

Past experience, positions and responsibilities
April 1987
April 2015

Kazuyuki Kitta(January 5, 1964)

February 2019
November 2019
January 2023

Reappointment

5
November 2023

Number ofshares of theCompany
held

Joined The Fuji Bank, Limited
General Manager of Sendai Branch, Mizuho Bank,Ltd.
Joined the Company
General Manager, Accounting Div.
Director & Executive Officer (current position)
In charge of Accounting Div. and Management
Planning Dept. and General Manager, Accounting
Div.
In charge of Accounting Div. and Management
Planning Dept. (current position)

567(Reasons for selecting the candidate for Director)
Mr. Kazuyuki Kitta has abundant knowledge and experience on finance and accounting. Since assuming office as aDirector in January 2023, he has duly performed duties in general as Director. Therefore, the Company believes that he isqualified as a Director of the Company and reappoints him as a candidate for Director.
(Notes)1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held by each candidate includes those held by the Tomoe Engineering Officer
Shareholding Association.
3. The Company has concluded a directors and officers liability insurance policy provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. Any damage that may arise as a result of an insured person assuming
liability for the execution of his or her duties or receiving a claim related to the pursuit of such liability shall be coveredby the said insurance policy, provided, however, that there are exemptions that damage arising from the insured person’s
acts committed with the knowledge that they are in violation of laws and regulations shall be outside the scope ofcoverage. The insurance premiums are fully borne by the Company for all insured persons. If this proposal is approved
as originally proposed, each candidate will become an insured person under the said insurance policy. Furthermore, atthe next renewal, the Company plans to renew the insurance policy with the same contents.

-7-

Proposal 3:

Payment of Bonuses to Officers

By considering the operating results for the fiscal year ended October 31, 2023 and other factors, paymentof bonuses to five Directors (excluding Directors serving as Audit & Supervisory Committee Members;hereinafter the same shall apply in this proposal) in the total amount of 100,613,000 yen is proposed. Regarding
the amount to be paid to each Director, we would like to ask our shareholders to leave the decision on theamount to the Board of Directors. The Company has formulated a policy for determining details of individual
remuneration, etc. of Directors, and an overview of the said policy is stated on pages 22 to 23 (Japaneseoriginal). The Nomination & Remuneration Advisory Committee and the Audit & Supervisory Committee
have confirmed that the procedures to decide the total amount of bonuses and the specific method of calculation,etc. are in line with the said policy, and it is judged that this proposal is appropriate.
(Reference)
Composition and skills matrix of the Board of Directors if Proposal 2 is approved as originallyproposed

Akitomo
Tamai
Akiyoshi
ShinodaTetsuyuki
Azuma
Osamu
Fujii
Kazuyuki
Kitta
Toshiaki
YakuraKenji
YahiroTatsuoHasunuma
Rei
Sugihara

Overseas
Businesses

Production,
Technologies&Development

●

●

●

●

●

●

●

●

Sales & Marketing

Corporate
Management

Manufacturers

TradingCompanies

●

●

●

●

●

Finance &Accounting

●
●
●

Human
Resources &Labor

Legal Affairs& Risk
Management●●

OutsideOfficers &Independence

●
●

●

●

●
●

●
●

●●(Notes)
1. The above list shows the areas where each Director can demonstrate their expertise and does not represent all theknowledge, experience, and abilities held by them.
2. Messrs. Toshiaki Yakura, Kenji Yahiro, and Tatsuo Hasunuma and Ms. Rei Sugihara are Directors serving as Audit &Supervisory Committee Members.

-8-Selection criteria for Outside Directors of the Company
Outside Directors and the candidates for Outside Director of the Company shall be the individuals
satisfying the following criteria:
1. The individuals who are capable of directly supervising the matters regarding management in general,
financial and legal affairs, corporate governance and other issues that are deliberated or resolved atthe Board of Directors meetings.
2. The individuals who have insight, expertise and experience conducive to the sustainable growth andmedium- to long-term enhancement of corporate value of the Company, and are capable of expressing
useful opinions and giving advice regarding the matters related to corporate management, including
business strategy, formulation of medium-term management plan, etc.
Criteria for independence of Outside Directors of the Company
Outside Directors and the candidates for Outside Director of the Company shall be the individuals that do
not fall under the following criteria 1 to 5. The applicable period for the criteria 2 to 5 shall be the presentand the past ten years.
1. Individual related to the Group
Director (excluding Outside Director), Audit & Supervisory Board Member (excluding Outside
Audit & Supervisory Board Member), Accounting Advisor, Executive Officer, Operating Officer oremployee (hereinafter, “Executive, etc.”) of the Company, or subsidiaries and affiliates of theCompany (hereinafter, “the Group”)
2. Shareholder and individual related thereto(1) A shareholder who holds 10% or more of the Company’s voting rights, or Executive, etc. of suchshareholder(2) An Executive, etc. of the company in which the Group holds 10% or more of voting rights
3. Individual related to business partner(1) Executive, etc. of a business partner that records a transaction amount with the Group equivalent to
2% or more of said entity’s consolidated net sales or; Executive, etc. of a business partner withwhich the Group records a transaction amount equivalent to 2% or more of the Group’s consolidatednet sales(2) Executive, etc. of a financial institution from which the Group is borrowing an amount equivalent
to 2% or more of the Group’s consolidated total assets
4. Attorney-at-law, certified public accountant, tax accountant, etc.
(1) Certified public accountant, or employee or partner of an audit corporation, which is the Accounting
Auditor of the Group(2) An individual who receives an annual remuneration of 10 million yen or more from the Group as
attorney-at-law, certified public accountant, tax accountant or other consultant, in addition to theremuneration as an officer
5. Others(1) A spouse or any family within the second degree of kinship of the individual that falls under theabove criteria 1 to 4
(2) Executive, etc. of a company, between which and the Group directors are mutually appointed(3) Executive, etc. of a company, between which and the Group mutually hold shares-9-