This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 7236

June 6, 2019

To our shareholders:Tomio Miyazaki

President & COO

T.RAD Co., Ltd.
3-25-3 Yoyogi, Shibuya-ku, Tokyo 151-0053, JapanNOTICE OF THE 117TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 117th Ordinary General Meeting of Shareholders of T.RAD Co.,
Ltd. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail.
Please indicate your approval or disapproval of the proposals on the enclosed Voting Right Exercise
Form after reviewing the attached Reference Documents for the General Meeting of Shareholders, andreturn it by postal mail to reach us no later than 5:30 p.m., Tuesday, June 25, 2019 (Japan Standard Time).

Meeting Details
1.

Date and time:

Wednesday, June 26, 2019 at 10:00 a.m. (Japan Standard Time)

2.

Venue:

3F Conference Room, Aioi Nissay Dowa Sonpo Shinjuku Bldg.
3-25-3 Yoyogi, Shibuya-ku, Tokyo

3.

Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 117th Term (from April 1,2018 to March 31, 2019), as well as the results of audit of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board.
2. Non-Consolidated Financial Statements for the 117th Term (from April 1, 2018 to March 31,
2019)
Items to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Election of eight (8) Directors
Proposal 3: Election of one (1) Audit & Supervisory Board Member

4. Information on exercising voting rights
Refer to “Information on exercising voting rights” on page 3.
5. Matters disclosed on the Internet
Of the documents to be provided with this Notice of the General Meeting of Shareholders, thematters below have been posted on the Company’s website in accordance with the laws andregulations as well as the provisions of Article 19 of the Articles of Incorporation and are notincluded in the attached documents in this Notice. Accordingly, the attached documents in thisNotice are a part of the documents audited by the Audit & Supervisory Board Members or
Accounting Auditor when preparing their audit reports.

11. Consolidated Statement of Changes in Equity of the Consolidated Financial Statements
2. Notes to Consolidated Financial Statements of the Consolidated Financial Statements
3. Statement of Changes in Equity of the Non-Consolidated Financial Statements
4. Notes to Non-consolidated Financial Statements of the Non-Consolidated Financial
Statements

2

Information on exercising voting rights
1. If you attend the meeting
If you are attending the meeting, please submit the enclosed Voting Right Exercise Form at thereception desk.
Date: 10:00 a.m., Wednesday, June 26, 2019 (Japan Standard Time)

2. If you are exercising your voting rights in writing
If you are exercising your voting rights in writing, please indicate your approval or disapprovalof the proposal on the enclosed Voting Right Exercise Form and return it by post so that it isreceived by no later than 5:30 p.m., Tuesday, June 25, 2019 (Japan Standard Time).
How to Fill Out Voting Right Exercise Form

Indicate whether you
approve or disapprove ofeach proposal here.

Proposals 1 and 3
If you approve -> Circle “Approve”
If you disapprove -> Circle “Disapprove”
Proposal 2
If you approve of all -> Circle “Approve”
If you disapprove of all -> Circle “Disapprove”
If you disapprove of some candidates -> Circle “Approve” and write the candidates’ number ofwhom you disapprove in the blank column next to it.

3

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Material

Proposal 1:

Appropriation of surplus

The Company proposes the appropriation of surplus as follows:
1. Matters related to year-end dividends
Taking into consideration the strong performance during the fiscal year under review, futurebusiness development, and other factors, the Company proposes a year-end dividend as set forth
below.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥50 per common stock of the Company
Total amount of dividends: ¥397,972,250(3) Effective date of distribution of dividends of surplus
June 27, 2019

Reference
Trends in cash dividend

114th period■Interim■Year-end

115th period

116th period(Note) On October 1, 2017, the Company carried out a 1-for-10 reverse
share split of its common stock. The amount per share is calculated basedon this reverse share split.

(Yen)

117th period（Planned）

4

Proposal 2:

Election of eight (8) Director(s)The terms of office of all seven (7) Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, the Company proposes the election of the following eight (8) Directors, including one(1) additional Outside Director.
The candidates for Directors are as follows:
No.

Name

1

Hiromi Kano

Chairman & CEO[Reelection]

2

Tomio Miyazaki

President & COO[Reelection]

3

Yoshitaka Momose

Senior Managing Director[Reelection]

4

Toru Yamazaki

Managing Director[Reelection]

5

Kiyoshi Suzuki

Managing Director[Reelection]

6

Hiroshi Shimizu

Outside Director[Reelection][Outside Director][Independent officer]

7

Youichi Kamei

Outside Director[Reelection][Outside Director][Independent officer]

8

Yoshisada Takahashi

Outside Director[New election][Outside Director][Independent officer]

Current Position in the company

5

No.

Name (Date of birth)

Brief history, positions and assignments at the Company
Apr. 1970

Joined Toyo Radiator Co., Ltd. (currently T.RAD Co.,
Ltd.)

Jun. 2000[Number of the Company’s
shares owned]
23,261 shares

Director of Toyo Radiator Co., Ltd. (currently T.RAD
Co., Ltd.)
President of CoPAR Inc. (currently T.RAD North
America, Inc.) and General Manager of North America
Sales Department of Toyo Radiator Co., Ltd. (currently
T.RAD Co., Ltd.)

Jun. 2002[Number of years in office
as a Director of theCompany]
19 years

Managing Director of Toyo Radiator Co., Ltd.
(currently T.RAD Co., Ltd.), in charge of business
operations in America / Europe

Apr. 2008

President and Representative Director of the Company

Jun. 2018

Chairman and CEO of the Company (present position)

Hiromi Kano
(October 24, 1945)

1[Number of attendances at
the Board of Directors
Meetings]
17/17[Reelection][Significant concurrent positions outside the Company][Reason for Nomination as a Candidate for Director]
Possessing extensive experience overseas and a wide range ofexperience centered on the area of sales, Hiromi Kano has been in
charge of group-wide management, providing strong leadership as
President and Representative Director beginning in June 2008 andserving as Chairman and CEO since June 2018. He has been selected
as a candidate for Director because we believe he is suited to continue
his role in management as the Company seeks to achieve the targetsof the 11th management plan.

6

No.

Name (Date of birth)

Tomio Miyazaki(September 16, 1977)[Number of theCompany’s shares owned]
2,111 shares

2[Number of years in office
as a Director of theCompany]
5 years[Number of attendances at
the Board of Directors
Meetings]
17/17[Reelection]

Brief history, positions and assignments at the Company
Apr. 2002

Joined Honda Motor Co., Ltd.

Aug. 2002

Joined Wako Fundamental Technology Research Centerof Honda R&D Co., Ltd.

Oct. 2009

Joined Jinya Co., Ltd.

Oct. 2009

Representative Director of Jinya Co., Ltd.

Apr. 2012

Founded Jinya Connect Co., Ltd.

Apr. 2012

Representative Director of Jinya Connect Co., Ltd.

Jun. 2014

Outside Director of the Company

Jun. 2017

Director in charge of Business Planning Department of
the Company

Jun. 2018

President and COO of the Company (present position)[Significant concurrent positions outside the Company]
President and CEO of T.RAD CONNECT Co., Ltd.
[Reason for Nomination as a Candidate for Director]
Tomio Miyazaki possesses extensive experience and deep knowledgeof corporate management, having served in such capacities as
Representative Director of Jinya Co., Ltd., and beginning in June
2014, he actively provided opinions and advice as Outside Director.
Since June 2018, he has been responsible for execution of business as
President and COO of the Company and has been in charge of groupwide management, providing strong leadership. He has been selected
as a candidate for Director because we believe he is suited to continue
his role in management as the Company seeks to achieve the targetsof the 11th management plan.

7

No.

Name (Date of birth)

Yoshitaka Momose(December 7, 1957)[Number of theCompany’s shares owned]
9,810 shares

3[Number of years in office
as a Director of theCompany]
10 years[Number of attendances at
the Board of Directors
Meetings]
17/17

Brief history, positions and assignments at the Company
Apr. 1981

Joined Toyo Radiator Co., Ltd. (currently T.RAD Co.,
Ltd.)

Oct. 2001

General Manager of Nagoya Works Plant Control
Dept. of Toyo Radiator Co., Ltd. (currently T.RAD
Co., Ltd.)

Jul. 2002

General Manager of Hatano Works Plant Control
Dept. of Toyo Radiator Co., Ltd. (currently T.RAD
Co., Ltd.)

Nov. 2003

General Manager of Hatano Works Production Dept.
and Plant Control Dept. of Toyo Radiator Co., ltd.
(currently T.RAD Co., Ltd.)

Jun. 2006

Executive Officer of the Company
President of T.RAD Czech s.r.oJul. 2008

Managing Executive Officer of the Company

Jun. 2009Managing Director of the Company

Apr. 2017

Supervised North America business, in charge ofSales, Technical and Quality Division of theCompany

Jun. 2018

Senior Executive Officer in charge of Overseas
Business of the Company (present position)and supervising Sales and Technical Division
and General Manager of Sales and Engineering Dept.

Apr. 2019

Senior Executive Officer in Charge of Overseas
Business of the Company and supervising Sales Div.
(present position)[Reelection][Significant concurrent positions outside the Company][Reason for Nomination as a Candidate for Director]
Yoshitaka Momose possesses extensive overseas experience and awide range of experience centered on the areas of production andsales, and he is familiar with global operations. In fiscal 2018, he wasin charge of the Sales, Technical and Quality Division and exercised
strong leadership while at the same time working to expand thebusiness in North America. Since fiscal 2019, he has supervised theoverseas business as a whole. He has been selected as a candidate for
Director because we believe he is suited for a role in management as
the Company seeks to achieve the targets of the 11th management
plan.

8

No.

Name (Date of birth)

Brief history, positions and assignments at the Company
Apr. 1981

Joined Toyo Radiator Co., Ltd. (currently T.RAD
Co., Ltd.)

Apr. 2003

Manager of Product Development Center of Toyo
Radiator Co., Ltd. (currently T.RAD Co., Ltd.) in
HatanoJun. 2008

Hatano Works Plant Manager
and Manager of Production Control Dept of theCompany

Apr. 2011

Shiga Works Plant Manager
and Manager of Quality Control Dept of theCompany

Jul. 2011

Executive Officer of the Company

Jun. 2015

Director of the Company

Jun. 2018

Managing Director of the Company (present
position)in charge of Quality and Purchasing Div. andGeneral Manager of Purchasing Dept.

Apr. 2019

Managing Director of the Company in charge ofTechnical and Quality Div. and General Manager ofTechnical Dept. (present position)

Toru Yamazaki(September 28, 1957)[Number of the Company’s
shares owned]
5,749 Shares

4[Number of years in office
as a Director of theCompany]
4 years[Number of attendances at
the Board of Directors
Meetings]
17/17[Reelection][Significant concurrent positions outside the Company]
President of T.RAD (Zhongshan) Co., Ltd.
President of T.RAD (Changshu) Co., Ltd.
[Reason for Nomination as a Candidate for Director]
Toru Yamazaki possesses a wide range of experience centered on theareas of technology and production and is familiar with plant
management as well, having served as plant manager. In fiscal 2018,he was in charge of the Purchasing and Global Administration
departments and exercised strong leadership while at the same timeworking to expand the business in Asia and China. Since fiscal 2019,he has supervised technology and quality. He has been selected as a
candidate for Director because we believe he is suited for a role inmanagement as the Company seeks to achieve the targets of the 11th
management plan.

9

No.

Name (Date of birth)

Kiyoshi Suzuki(February 25, 1959)[Number of the Company’s
shares owned]
1,878 shares

5[Number of years in office
as a Director of theCompany]
1 year[Number of attendances at
the Board of Directors
Meetings]
17/17[Reelection]

Brief history, positions and assignments at the Company
Apr. 1982

Joined Toyo Radiator Co., Ltd. (currently T.RAD
Co., Ltd.)

Apr. 2003

Hatano Works General Manager of Production Dept.
of Toyo Radiator Co., Ltd. (currently T.RAD Co.,
Ltd.)

Sep. 2004

General Manager of TATA TOYO RADIATOR
LIMITED

Sep. 2007

General Manager of T.RAD North America, Inc.

Apr. 2010

Hatano Works General Manager of Production Dept.
of the Company

Apr. 2011

Nagoya Works General Manager of Production Dept.
of the Company

Jul. 2012

Hatano Works Plant Manager of the Company

Apr. 2017

Executive Officer of the Company

Apr. 2018

Executive Officer of Production, TPS and TPM,
General Manager of Production Dept., and Vice
Plant Manager of Production Engineering Center of
the Company

Jun. 2018

Managing Director of the Company (present
position),in charge of Production, TPS and TPM,
General Manager of Production Dept., and Plant
Manager of Production Engineering Center of theCompany

Apr. 2019

Managing Director of the Company in charge of
Production, Purchasing and Production Engineering,
General Manager of Production Purchasing Dept.,
and Plant Manager of Production Engineering Centerof the Company (present position)[Significant concurrent positions outside the Company][Reason for Nomination as a Candidate for Director]
Kiyoshi Suzuki possesses a wide range of experience centered on theareas of production and production engineering and is familiar withplant management as well, having served as plant manager. In fiscal
2018, he was in charge of production, TPS and TPM and exercised
strong leadership. Since fiscal 2019, in addition to production, he has
supervised purchasing and production engineering. He has been
selected as a candidate for Director because we believe he is suited
for a role in management as the Company seeks to achieve the targetsof the 11th management plan.

10

No.

Name (Date of birth)

Hiroshi Shimizu(September 11, 1947)[Number of the Company’s
shares owned]
0 shares6[Number of years in office
as a Director of theCompany]
2 years[Number of attendances at
the Board of Directors
Meetings]
17/17[Reelection][Outside Director][Independent officer]

Brief history, positions and assignments at the Company
Jun. 1976

Joined National Institute for Environmental Studies

Apr. 1997

Professor of Keio University

Apr. 2013

Emeritus Professor of Keio University(present position)

Sep. 2013

President of e-Gle Co., Ltd. (present position)

Jun. 2017

Outside Director of the Company (present position)[Significant concurrent positions outside the Company]
Emeritus Professor of Keio University
President of e-Gle Co., Ltd.
[Reason for Nomination as a Candidate for Director]
Hiroshi Shimizu possesses extensive specialist knowledge andexperience as a university professor and Doctor of Engineering. Since
fiscal 2018, he has been providing opinions and advice on generalmanagement of the Company as an Outside Director and has
satisfactorily fulfilled his duties. He has been selected as a candidate
for reelection as Outside Director because we hope that he willcontinue to provide advice concerning the corporate activities of theCompany and supervise general management matters.

11

No.

Name (Date of birth)

Brief history, positions and assignments at the Company

Youichi Kamei

Oct. 2000

Registered as an attorney (Daini Tokyo Bar
Association)

Oct. 2000

Joined Asahi Law Offices

Jan. 2007

Made partner at Asahi Law Offices (present position)

Jun. 2017

Outside Director of the Company (present position)(October 16, 1956)[Number of the Company’s
shares owned]
0 shares7[Number of years in office
as a Director of theCompany]
2 years[Number of attendances at
the Board of Directors
Meetings]
17/17[Reelection][Outside Director][Independent officer][Significant concurrent positions outside the Company]
Partner at Asahi Law Offices[Reason for Nomination as a Candidate for Director]
Youichi Kamei was elected Outside Director of the Company in June2017 and has fulfilled his duties based on his specialist legal
knowledge and experience as an attorney at law, particularly from thestandpoint of legal compliance. He has been selected as a candidate
for reelection as Outside Director because we have determined that hewill fulfill his duties appropriately based on his high mindset of legal
compliance.

12

No.

Name (Date of birth)

Apr. 1978

Joined Komatsu Ltd.

Jun. 1995

Plant Manager of Komatsu Brasil International Ltda.

Oct. 1999

General Manager of Purchasing Dept., Awazu Plant,
Komatsu Ltd.

Mar. 2001

General Manager of Production Control Dept.,
Awazu Plant, Komatsu Ltd.

Apr. 2006

Executive Officer and Plant Manager of Awazu
Plant, Komatsu Ltd.

Apr. 2008

Executive Officer and Plant Manager of Osaka Plant,
Komatsu Ltd.

[Number of the Company’s
shares owned]
0 shares

Apr. 2012

Senior Executive Officer, President of Production
Division, Supervising Industrial Machinery Businessand Environment of Komatsu Ltd.

[Number of years in office asa Director of the Company]
0 years

Apr. 2016

Senior Executive Officer, Chief Information &Innovation Officer, President, Information Strategy
Division, and Supervising Production and Industrial
Machinery Business of Komatsu Ltd.

Apr. 2017

Executive Vice President, Chief Information &Innovation Officer, President, Information Strategy
Division, Supervising Production and Industrial
Machinery Business of Komatsu Ltd.

Apr. 2019

Advisor to President of Komatsu Ltd.

Yoshisada Takahashi(December 8, 1955)

8

Brief history, positions and assignments at the Company[Number of attendances at theBoard of Directors Meetings]--/-[New election][Outside Director][Independent officer][Significant concurrent positions outside the Company]
Advisor to President of Komatsu Ltd. (present position)[Reason for Nomination as a Candidate for Director]
Yoshisada Takahashi possesses extensive experience and deep
knowledge related to corporate management, having served in suchcapacities as Executive Vice President of Komatsu Ltd. He has
been selected as a candidate for Outside Director because webelieve that his knowledge can be utilized in management of theCompany.

13

Notes:1. There is no special interest between the candidates and the Company.
2. The number of the Company’s shares owned includes shares of stock in Officer’s Shareholding
Association.
3. Hiroshi Shimizu, Youichi Kamei, and Yoshisada Takahashi are candidates for Outside Director.
4. Hiroshi Shimizu and Youichi Kamei are currently Outside Directors of the Company, and theirterm of office as Outside Directors will be two (2) years at the conclusion of this Ordinary
General Meeting of Shareholders.
5. The Company has reported Hiroshi Shimizu and Youichi Kamei to the Tokyo Stock Exchange
as independent officers as defined by the Exchange, and if their reelections are approved, they
will continue to serve as independent officers.
6. Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into
agreements with Hiroshi Shimizu and Youichi Kamei to limit their liability for damages under
Article 423, paragraph 1 of the same Act. Their maximum amount of the liability for damages
under these agreements is the amount stipulated by laws and regulations, and the Company
intends to continue the agreements with them if their reelections are approved.
7. If Yoshisada Takahashi’s election is approved, the Company will report him to the Tokyo Stock
Exchange as an independent officer as defined by the Exchange.
8. If Yoshisada Takahashi’s election is approved, pursuant to Article 427, paragraph 1 of theCompanies Act, the Company will enter into an agreement with him to limit his liability fordamages under Article 423, paragraph 1 of the same Act. The maximum amount of the liability
for damages under this agreement is the amount stipulated by laws and regulations.

14

Proposal 3:

Election of one (1) Audit and Supervisory Board Member

The term of office of Hiroshi Watanabe as the Audit and Supervisory Board Member will expire
at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes
the election of the following one (1) Audit and Supervisory Board Member.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for Audit and Supervisory Board Member is as follows.
No.

Name (Date of birth)

Brief history, positions and assignments at the Company
Apr. 1981

Joined Toyo Radiator Co., Ltd. (currently T.RAD
Co., Ltd.)

Apr. 2006

Deputy Director of Environment and Energy
Research Center of the Company
Manager of the Advanced Technological
Development Office of the Company

Apr. 2009

General Manager of the Research & Development
Dept., Research & Development Center of theCompany

Jul. 2010

Director of Research & Development Center of theCompany

Jul. 2011

Executive Officer of the Company (present position)

Jul. 2012

Executive Officer in Charge of Technical Dept. of
the Company

Jan. 2015

Deputy General Manager of Sales and TechnicalDept. (in Charge of Technology) of the Company

Apr. 2019

Deputy General Manager of Technical Dept. of theCompany (present position)

Kimiaki Nakano(May 2, 1958)[Number of the Company’s
shares owned]
5,457 shares
1[Number of years in office
as an Audit & Supervisory
Board Member of theCompany]
0 year[Number of attendances at
the Audit & Supervisory
Board Meetings]-/-[Significant concurrent positions outside the Company][Reason for Nomination as a Candidate for Director]
Kimiaki Nakano possesses a wide range of experience centered on thearea of technology and has exercised strong leadership particularly inresearch and development as an executive officer. He has been
selected as a candidate for Audit and Supervisory Board Member
because we have determined that he will fulfill his duties
appropriately based on his extensive experience and deep insight.

Notes:
1. There is no special interest between the candidate and the Company.
2. The number of the Company’s shares owned by Kimiaki Nakano includes shares of stock in
Officer’s Shareholding Association.

15