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 4987)(June 7, 2021)
To Shareholders with Voting Rights:
Kenichi Tsuji
President and Representative Director
Teraoka Seisakusho Co., Ltd.
Head Office: 1-4-22 Hiromachi,
Shinagawa-ward, TokyoNOTICE OF CONVOCATION
OF THE 111TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 111th Annual General Meeting of Shareholders of Teraoka Seisakusho
Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
From the viewpoint of preventing the spread of COVID-19, we ask you to refrain, if at all possible, fromattending the General Meeting of Shareholders in person on the day. In place of attending the meeting, you may
exercise your voting rights in writing. In this case, after reviewing the attached Reference Documents for theGeneral Meeting of Shareholders, please indicate your vote for or against each proposal on the enclosed Voting
Rights Exercise Form and return it so that it shall be received by 5:20 p.m. on Monday, June 21, 2021, Japantime.
1. Date and Time:

Tuesday, June 22, 2021 at 10:00 a.m. Japan time (reception starts at 9:00 a.m.)

2. Venue:

The GOTENYAMA Ballroom, North, B1F
Tokyo Marriott Hotel
4-7-36 Kitashinagawa, Shinagawa-ward, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
111th Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by theAccounting Auditor and the Board of Auditors of the Consolidated Financial
Statements
2. Non-consolidated Financial Statements for the Company’s 111th Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Proposal 1:
Distribution of Surplus
Proposal 2:
Election of 2 Directors
Proposal 3:
Election of 1 Substitute Auditor-1-4. Matters to be Determined Upon Convocation:
Exercise of Voting Rights by ProxyProxies to whom the exercise of voting rights may be delegated are limited to one other shareholder
who holds voting rights, in accordance with the Articles of Incorporation of the Company. If attending themeeting by proxy, please submit a written proof of the authority of representation (power of attorney, etc.)
together with the Voting Rights Exercise Forms of the shareholder and proxy at the reception desk.

◎◎

◎

◎

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. Additionally,please bring this Notice with you for use as meeting material.
Please refer to the enclosed document for details of the live-stream of the meeting on the Internet on the day and of ondemand streaming that will be available on a later date.

Of the documents to be provided with this Notice, “Consolidated Statements of Changes in Net Assets” and“Notes to Consolidated Financial Statements” in the Consolidated Financial Statements and “Nonconsolidated Statements of Changes in Net Assets” and “Notes to Non-consolidated Financial Statements” inthe Non-consolidated Financial Statements are posted on the Company’s website(https://www.teraokatape.co.jp/) on the Internet in accordance with the provisions of laws and regulations aswell as the Company’s Articles of Incorporation, and therefore are not provided in the attachment to thisNotice. Accordingly, the documents provided with this Notice form part of the documents audited by theAudit & Supervisory Board Members and Accounting Auditor in the preparation of their Audit Reports.
Should the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated FinancialStatements, or Consolidated Financial Statements require revisions, the revised versions will be posted on the Company’s
website (https://www.teraokatape.co.jp/).

[Measures to Prevent the Spread of COVID-19]◎To prevent the spread of COVID-19 and with the safety of shareholders as our top priority, shareholders are
asked to refrain from attending the General Meeting of Shareholders in person on the day and to exercise
their voting rights in advance if at all possible.
◎A certain distance has been placed between seats in the meeting room. For this reason, entry into the meetingroom will be limited to the first 60 people to arrive. If the number of arrivals exceeds the number of seatsavailable, we may refuse entry into the room.
◎No gifts will be given to shareholders attending the General Meeting of Shareholders.
◎If you do attend the venue in person, please check your own physical condition and take measures to prevent
infection, such as washing your hands and wearing a mask.
◎All speakers and operational staff will take preventive measures, including wearing masks.
◎Your temperature will be checked near the entrance to the venue, and any person who has a high temperature,seems unwell, or is not wearing a mask will be refused entry.

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Distribution of Surplus

The Company considers the return of profits to shareholders as one of the most important management
issues, and positions the continuation of stable dividends as a basic policy of returning profits. The Company’s
basic approach to the return of profits to shareholders is to make a decision after comprehensively taking into
consideration various factors that affect the dividend level, including business performance for the fiscal year
under review, financial position, cash flows, and the dividend payout ratio, in addition to future businessstrategy, business development policies, forecasts, and other factors, while also securing the funds forinvestment.
In accordance with this basic policy, the Company plans to pay a term-end dividend for the 111th fiscal
year as follows.
Items Related to Term-end Dividend(1) Items related to the allocation of dividend property to shareholders and its total amount
9 yen per share of common stock(comprising an ordinary dividend of 5 yen and a centennial commemorative dividend of 4 yen)
Total of 227,992,680 yen(2) Effective date of distribution of surplus:(June 23, 2021)-3-Proposal 2:
Election of 2 Directors
In order to further strengthen the management structure, the Company intends an increase of 2 Directors.
Accordingly, the election of 2 Directors is proposed.
The term of office of the new Directors shall be until the term of office of the others Directors expires, inaccordance with the provisions of the Articles of Incorporation of the Company.
Regarding the policies and procedures for the determination of Director candidates, their selection andappointment are conducted by a resolution of the Board of Directors taking into comprehensive considerationof the following factors: the candidate has a deep understanding of the Company’s corporate philosophy andmanagement principles; may be expected to contribute to the further development of the Company; has theability to accurately grasp issues in the divisions under their control and cooperate with other officers andemployees to resolve issues; and possesses the attitude and knowledge to comply thoroughly with laws,
regulations and the corporate ethics.
The candidates for Director are as follows:

No.

Current Positions in theCompany

Term of Office as
DirectorShinji Asakura－－Katsunori Furuichi－－Name1

New election

2New election

ExternalIndependent-4-

No.

1Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1992
April 2017

Joined ITOCHU Corporation
Seconded to the Company

October 2017
April 2021

General Manager, Overseas Sales Division
Deputy Executive General Manager, Sales Division; GeneralManager, Overseas Sales Division; Chairman, TERAOKASEISAKUSHO (HONG KONG) CO., LTD.; Chairman,TERAOKA SEISAKUSHO (SHANGHAI) CO., LTD.;
Chairman, TERAOKA SEISAKUSHO (SHENZHEN) CO.,LTD. (current position)(to present)[New election]

Number ofshares of theCompany held0shares

Shinji Asakura(June 25, 1968)[Reason for nomination as a candidate for Director and outline of expected role]
Mr. Shinji Asakura has abundant experience and achievements in sales fields in ITOCHU Corporation, and, since his
temporary secondment in 2017, he has worked hard on the expansion of sales channels, etc. as the person responsible for theCompany’s overseas sales division. The Company has judged that he can be expected to offer proactive proposals andadvice to the Board of Directors for the Company’s further development of global markets and has thus nominated him as a
new candidate for Director.
Joined NIPPON TELEGRAPH AND TELEPHONE
April 1985
CORPORATION.
November 1998 General Manager, Corporate Planning Department, LUCENT
Technologies
Senior General Manager, Product Planning & Marketing
July 2000
Department, LEVEL (3) Communications
Vice President, REACH Networks
January 2002
Manager, PRTM Management Consulting
March 2003
0Partner
April 2007
sharesOperating Officer and President, Verisign Japan K.K.
2

[New election][External][Independent]
Katsunori Furuichi(May 11, 1961)

June 2008
March 2009
August 2013

President and Representative Director
President and Managing Director, K.K. Box Japan (currentposition)
November 2018 Outside Director, TeamSpirit Inc. (current position)(to present)[Reason for nomination as a candidate for External Director and outline of expected role]
Mr. Katsunori Furuichi has a wealth of management experience at other companies and is currently the President andManaging Director of K.K. Box Japan, giving him a thorough knowledge of information systems. For these reasons, theCompany has judged that he would provide appropriate advice in the strengthening of its information systems. Further, theCompany has judged that he is independent from the management team, that there is no risk of conflicts of interest withgeneral shareholders, and that he will contribute significantly to strengthening the corporate governance of the Company,and has thus nominated him as a new candidate for External Director.

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(Notes)
1. There are no special interests between each of the candidates and the Company.
2. Mr. Katsunori Furuichi is a candidate for External Director.
3. Mr. Shinji Asakura is an executive at ITOCHU Corporation, which has an important business relationship with theCompany (major trading partner).
4. If Mr. Katsunori Furuichi is appointed as Director, the Company intends to register him as an independent director under
the rules and regulations of Tokyo Stock Exchange, Inc.
5. If the election of Mr. Katsunori Furuichi is approved, the Company intends to enter into a liability limitation agreementwith him, pursuant to Article 427, Paragraph 1 of the Companies Act and our Articles of Incorporation, to limit hisliability to compensate for damages under Article 423, Paragraph 1 of said Act to the minimum amount of liability set
forth by Article 425, Paragraph 1 of said Act.
6. The Company has entered into a directors and officers liability insurance contract with an insurance company. This
insurance policy will cover any losses or damage that the insured Directors would bear if they were to assume liability
for the performance of their duties or be subject to a claim for the pursuit of such liability. However, there are grounds
for exemptions. For example, losses or damage caused intentionally or with gross negligence will not be covered. IfMessrs. Shinji Asakura and Katsunori Furuichi are appointed as Directors, each of them will be insured under theinsurance contract, which is to be renewed during their terms of office.

-6-Proposal 3:

Election of 1 Substitute Auditor

In order to prepare for the contingency in which the number of Auditors falls below that required by laws
and regulations, we propose the election of 1 Substitute Auditor.
Furthermore, the effectiveness of the election in this proposal may be cancelled by resolution of the Boardof Directors, with the consent of the Board of Auditors, provided it is prior to candidate’s assumption of office.
The Board of Auditors has previously given its approval to this proposal.
The candidate for Substitute Auditor is as follows:

Name(Date of birth)

Past experience, positions,and significant concurrent positions
April 1991
April 2013
June 2016

April 2018
July 2018[External][Independent]
Masayuki Sugaya(March 7, 1969)

October 2020
January 2021

Joined KANADEN CORPORATION
General Manager, Corporate Planning Department, Corporate
Strategy Office
General Manager, Corporate Planning Department, Corporate
Strategy Office; General Manager, Accounting Department,
Accounting and Finance Office
General Manager, Business Planning Department, BusinessPromotion Office
General Manager, Accounting and Finance Department,Administration Management Office
General Manager, Accounting and Finance Department

Number ofshares of theCompany held0shares

General Manager, Accounting Department (current position)(to present)[Reason for nomination as a candidate for Substitute External Auditor]
Mr. Masayuki Sugaya has engaged in the accounting duties at KANADEN CORPORATION after his involvement in thatcompany’s corporate planning. We believe that if appointed as External Auditor, he will be able to utilize his abundant experienceand wide-ranging insight in the auditing operations of the Company and supervise Directors’ execution of duties from an
objective and fair perspective, and have thus renominated him as a candidate for Substitute External Auditor.
(Notes)1. There are no special interests between the candidate and the Company.
2. Mr. Masayuki Sugaya is a candidate for Substitute External Auditor.
3. If the election of Mr. Masayuki Sugaya is approved and he assumes his office, the Company intends to enter into aliability limitation agreement with him, pursuant to Article 427, Paragraph 1 of the Companies Act and our Articles ofIncorporation, to limit his liability to compensate for damages under Article 423, Paragraph 1 of said Act to the minimum
amount of liability set forth by Article 425, Paragraph 1 of said Act.
4. If Mr. Masayuki Sugaya is appointed Auditor, the Company intends to register him as an independent auditor with Tokyo
Stock Exchange, Inc.
5. The Company has entered into a directors and officers liability insurance contract with an insurance company. This
insurance policy will cover any losses or damage that the insured Auditors would bear if they were to assume liability
for the performance of their duties or be subject to a claim for the pursuit of such liability. However, there are grounds
for exemptions. For example, losses or damage caused intentionally or with gross negligence will not be covered. If Mr.
Masayuki Sugaya assumes office as Auditor, he will become an insured person under the insurance policy.

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