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

Stock Code: 4626
May 31, 2019
To Our Shareholders:Eiji SatoPresident and CEO

TAIYO HOLDINGS CO., LTD.

388 Ohkura, Ranzan-machi, Hiki-gun, Saitama 355-0222, JapanNOTICE OF 73RD ORDINARY GENERAL SHAREHOLDERS’ MEETING
You are cordially invited to attend the 73rd Ordinary General Shareholders’ Meeting of Taiyo Holdings 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,Internet, or other means.
Please review the attached Reference Documents for the General Shareholders’ Meeting and exercise yourvoting rights no later than 5:00 p.m. on Friday, June 21, 2019(Japan Standard Time).
Meeting Details
1.

Date and Time:

Saturday, June 22, 2019 at 1:00 p.m.

2.

Venue:

Ballroom Fuji, 3F, Hotel Metropolitan Tokyo Ikebukuro
1-6-1 Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan

3.

Purpose:Items to be reported:
1. Business Report and Consolidated Financial Statements for the 73rd Period (from April 1,2018 to March 31, 2019), and results of the audit of the Consolidated Financial Statements bythe Accounting Auditor and the Board of Corporate Auditors
2. Non-Consolidated Financial Statements for the 73rd Period (from April 1, 2018 to March 31,2019)
Items to be resolved:

4.

Proposal 1:

Appropriation of Surplus

Proposal 2:

Election of One (1) Audit & Supervisory Board Member

Proposal 3:

Appointment of Accounting Auditor

Exercise of Voting Rights
Institutional investors who have requested electronic exercise of voting rights in advance may use theElectronic Voting System Platform run by Investor Communications Japan (ICJ), which wasestablished by Tokyo Stock Exchange Inc. in partnership with Broadridge Financial Solutions, Inc.

-1-

Reference Documents for the General Shareholders’ Meeting
Proposal 1:

Appropriation of Surplus

The Company regards profit distribution to shareholders in cash as an important policy and will effectuate acontinuous, stable profit distribution at high levels. In addition, we use the dividend on equity ratio as ourtarget index, and aim to keep this figure at a minimum of 5% of consolidated financial results for the mid-tolong-term.
Accordingly, we intend to declare the following year-end dividends for the fiscal year under review:
The year-end dividends for Series 1 Class A shares and Series 2 Class A shares will also be the same amountdeclared for common shares, as specified in the issuance guidelines for each class of shares.
(1) Dividend typeCash(2) Details of dividend allocation and total amountDividend of 65.10 yen per common share
Total dividends: 1,854,845,996 yenDividend of 65.10 yen per Series 1 Class A Company shares
Total dividends: 0 yen*

Dividend of 65.10 yen per Series 2 Class A Company shares
Total dividends: 2,792,790 yen

Note: The Company acquired and retired all issued Series 1 Class A Company shares on June 26, 2018.
(3) Effective distribution date for dividends of surplus
June 24, 2019
Annual dividends for the current term will be 130.20 yen per share, including an interim dividend of 65.10 yen
per share which has already been distributed.

-2-Proposal 2:

Election of One (1) Audit & Supervisory Board Member

The term of audit & supervisory board member Akihito Sakai will expire as of the close of thisOrdinary General Shareholders' Meeting. The Company is therefore requesting the election of one (1)audit & supervisory board member. Each audit & supervisory board member has agreed to their
appointment.
The Board of Corporate Auditors concurs with this proposal.
The candidate for audit & supervisory board member are as follows:
Brief resume of positions, responsibilities, and importantconcurrent positions heldName (Date of birth)
Apr. 1975

Joined Tokio Marine & Fire Insurance Co., Ltd. (CurrentTokio Marine & Nichido Fire Insurance Co., Ltd.)

Jul. 2003

Seconded to Tokio Marine Anshin Life Insurance Co., Ltd.
(Current Tokio Marine & Nichido Anshin Life InsuranceCo., Ltd.)

Reappointment
OutsideIndependent

Jul. 2007

Chief J-SOX Counselor, Human Resources and General
Affairs Department, Tokio Marine & Nichido Anshin Life
Insurance Co., Ltd.

Akihito Sakai(January 2, 1953)

Jul. 2008

Chief J-SOX Counselor, Legal Compliance Department,
Tokio Marine & Nichido Anshin Life Insurance Co., Ltd.

Jan. 2011

Advisor of the Company

Jun. 2011

Outside Audit & Supervisory Board Member of theCompany (Present post)

May 2012

Auditor of TAIYO INK MFG. CO., (KOREA) LTD.

Number of theCompany’s shares
ownedCommon Shares
0 shares[Reason chosen as a candidate for audit & supervisory board member]
Akihito Sakai has considerable knowledge of finance, accounting, and law from his experience in business to date. He wasselected as a candidate for outside audit & supervisory board member because the Company determined that he will be able tocarry out these duties in an appropriate manner.
1.
2.
3.

Akihito Sakai has no special vested interest in the Company.
Akihito Sakai is candidate for outside audit & supervisory board member.
Akihito Sakai currently serves as outside audit & supervisory board member of the Company, and his term of office will beeight (8) years as of the close of this Ordinary General Shareholders’ Meeting.
4.
The Company has concluded an agreement with Akihito Sakai limiting liability for damages set forth in Article 423, Paragraph
1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the same Act. If Akihito Sakai is appointed, the Companyintends to continue the same agreement. A general outline of the agreement provisions is as follows:• Assumption of liability for the legally mandated Minimum Liability Amount in the event the Company is found liable fordamages attributable to the neglect of duties by the director.
• Recognition of the limited liability mentioned above shall be limited to instances in which the director to whom theliability is attributable has executed his/her duties in good faith and without gross negligence.
5. Akihito Sakai meets the requirements of an independent officer as stipulated by Tokyo Stock Exchange, Inc., and the Company
selected him as an independent officer to the exchange. If the appointment of Akihito Sakai is approved, the Company intends tocontinue to designate him as an independent officer.

-3-

Proposal 3:
Appointment of Accounting Auditors
Deloitte Touche Tohmatsu LLC, the Company’s Accounting Auditors, will step down due to the expiration of its
term of appointment as of the close of this Ordinary General Shareholders’ Meeting. The Company is therefore
requesting approval for the appointment of PricewaterhouseCoopers Aarata LLC as the new Accounting
Auditors based on the resolution of the Board of Corporate Auditors.
Taking into account that the current Accounting Auditors have conducted audits continuously over many years,
the Board of Corporate Auditors considered the appointment of Accounting Auditors appropriate for the scale andcontent of the Company’s business in the future in accordance with the Company’s Standards for Selection ofAccounting Auditors.
The Company has selected PricewaterhouseCoopers Aarata LLC as the candidate for the new Accounting
Auditors because it expects PricewaterhouseCoopers Aarata LLC to conduct audits from a new perspective andalso made the overall evaluation that PricewaterhouseCoopers Aarata LLC has the necessary expertise,independence, quality control systems, systems to conduct integrated audits of global business activities, and soforth.
The candidate for Accounting Auditors is as follows.
Name

PricewaterhouseCoopers Aarata LLC

Address

Otemachi Park Bldg., 1-1-1, Otemachi, Chiyoda-ku, Tokyo Japan

History

Jun. 2006 Establishment of PricewaterhouseCoopers Aarata as a member firm in Japan ofPricewaterhouseCoopers (PwC)
Jul. 2006 Commencement of operations
Jul. 2015 Changed corporate name in Japanese from “Aarata Kansa Hojin” to “PwC Aarata Kansa Hojin”
Jul. 2016 Converted to a limited liability audit corporation. Changed corporate name to “PwC Aarata Yugen
Sekinin Kansa Hojin” (English name: PricewaterhouseCoopers Aarata LLC)

Overview

Capital:
1.0 billion yen
Personnel: Partners
Certified Public Accountants
Assistant CPAs/those who have passed all subjects
U.S. CPAs/other professionals
ClerksTotal-4-149925
478
1,057
579
3,188 (As of December 31, 2018)