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, 2023)(Commencement date of measures for electronic provision: May 30, 2023)

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 113TH 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 113th Annual General Meeting of Shareholders of Teraoka Seisakusho
Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
The Company has, for convening this General Meeting of Shareholders, taken measures for electronic
provision. Matters to be provided electronically have been placed as NOTICE OF CONVOCATION OF THE
113TH ANNUAL GENERAL MEETING OF SHAREHOLDERS on the following website.
The Company’s website: https://www.teraokatape.co.jp/ir/meeting/In addition to the above website, the matters are placed on the following website.
Tokyo Stock Exchange’s website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above Tokyo Stock Exchange’s website, enter “Teraoka Seisakusho” in Issue name(company name) or “4987” in Code to search, and then click on “Basic information” and “Documents for public
inspection/PR information” to review the matters.
In place of attending the meeting, you may exercise your voting rights in writing. In this case, after reviewing
the Reference Documents for the General Meeting of Shareholders included in the matters to be provided
electronically, 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 Wednesday, June 21, 2023, Japan time.
1. Date and Time:Thursday, June 22, 2023 at 10:00 a.m. Japan time (reception starts at 9:00 a.m.)

2. Venue:

OSAKI BRIGHT CORE HALL
3F OSAKI BRIGHT CORE, 5-5-15 Kitashinagawa, Shinagawa-ward, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
113th Fiscal Year (April 1, 2022 - March 31, 2023) and audit result ofConsolidated Financial Statements by Accounting Auditors and the Board ofAuditors
2. Non-consolidated Financial Statements for the Company’s 113th Fiscal Year
(April 1, 2022 - March 31, 2023)-1-

Proposals to be resolved:
Proposal 1:
Distribution of Surplus
Proposal 2:
Election of 1 Director
Proposal 3:
Election of 3 Auditors
Proposal 4:
Election of 1 Substitute Auditor
4. Matters to be Determined Upon Convocation:
Exercise of Voting Rights by Proxy
Proxies 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.

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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.
If neither approval nor disapproval of a proposal is indicated on the Voting Rights Exercise Form, it shall be deemed avote of approval for the proposal.
The live-stream of the meeting on the day and the on-demand streaming on a later date will be available on the Internet.
Please refer to the enclosed documents for details.
If the matters to be provided electronically are revised, the revised version is placed on each website on which the matters
are placed.
All speakers and operational staff will take preventive measures, including wearing masks.
No gifts will be given to shareholders attending the General Meeting of Shareholders.

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

Distribution of Surplus

The Company proposes to distribute its surplus as follows.
1. Items Related to Distribution of Surplus
To stably distribute dividends to shareholders, the Company plans to withdraw part of general reserve as
follows.
(1) Entry for decreased surplus and amount thereof
General reserve: 2,000,000,000 yen(2) Entry for increased surplus and amount thereof
Retained earnings brought forward: 2,000,000,000 yen
2. Items Related to Term-end Dividend
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 113th fiscal
year as follows.
(1) Items related to the allocation of dividend property to shareholders and its total amount3 yen per share of common stock
Total of 75,995,853 yen(2) Effective date of distribution of surplus
June 23, 2023

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Proposal 2:
Election of 1 Director
Director Mr. Tatsuya Kamikawa resigned on March 31, 2023. Accordingly, we propose the election of 1
Director. As stipulated in the Articles of Incorporation of the Company, term of office of Director to be newly
elected is until term of office of the resigned Director expires.
Regarding the policies and procedures for the determination of a Director candidate, its 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 candidate for Director is as follows:
Name(Date of birth)

Past experience, positions,and significant concurrent positions
April 1993
April 2021
April 2023

Number ofshares of theCompany held

Joined ITOCHU Corporation
General Director, ITOCHU Vietnam LLC.
General Manager, Industrial Textile & Lifestyle Department(current position)(to present)0
shares[New election][External]
Masahiro Yoshida(January 31, 1970)[Reason for nomination as a candidate for External Director and outline of expected role]]
Mr. Masahiro Yoshida has abundant experience and achievements in sales fields in ITOCHU Corporation and is expected toactively provide comments and advice from the perspective of promoting management reform at meetings of the Board of
Directors. In addition, the Company has judged that he is independent from the management team, that there is no risk of conflictsof interest with general shareholders, and that he will contribute significantly to strengthening the corporate governance of theCompany and has thus nominated him as a candidate for External Director.
(Notes)1. There are no special interests between Mr. Masahiro Yoshida and the Company.
2. Mr. Masahiro Yoshida is a candidate for External Director.
3. Mr. Masahiro Yoshida is an executive at ITOCHU Corporation, which has an important business relationship with theCompany (major trading partner).
4. If the election of Mr. Masahiro Yoshida is approved, the Company intends to enter into a liability limitation agreement,
pursuant to Article 427, Paragraph 1 of the Companies Act and our Articles of Incorporation, to limit his liability tocompensate for damages under Article 423, Paragraph 1 of the said Act to the minimum amount of liability set forth by
Article 425, Paragraph 1 of the said Act.
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 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. If Mr.
Masahiro Yoshida assumes office as Director, he will be insured under the insurance contract, which is to be renewed
during his term of office.

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Proposal 3:

Election of 3 Auditors

Terms of office of Auditors Mr. Yutaka Nomiyama, Mr. Jun Watanabe, and Mr. Masaki Miyake will expire
at the conclusion of this Annual General Meeting of Shareholders. Accordingly, we propose the election of 3
Auditors.
Regarding the policies and procedures for the determination of Auditor candidates, their selection andappointment are conducted by a resolution of the Board of Directors taking into comprehensive considerationof factors such as: the candidate has a deep understanding of the Company’s corporate philosophy andmanagement principles, and is capable of appropriately supervising Director’s execution of duties; preventing
violation of laws, regulations, and the Articles of Incorporation; performing audits from a neutral and objective
viewpoint; and contributing to ensuring of sound management.
The Board of Auditors has previously given its approval to this proposal.
The candidates for Auditor are as follows:
No.

Name
(Date of birth)

Past experience, positions,and significant concurrent positions

Number ofshares of theCompany held

Joined The Daiwa Bank, Limited (currently Resona Bank,
Limited)Joined the Company
April 2004
General Manager, General Affairs Department
July 2005
Operating Officer; Deputy Executive General Manager,
June 2007
Administrative Division; General Manager, General Affairs
and Personnel Department
10,597
Director; Executive General Manager, Administrative
June 2008
Division; General Manager, General Affairs and Personnel
sharesDepartment
Director; Executive General Manager, Administrative
April 2010
[Reelection]
Division
Auditor (current position)
June 2011
Yutaka Nomiyama
Audit & Supervisory Board Member (Outside), KANADEN(March 16, 1954)
CORPORATION (current position)(to present)[Reason for nomination as a candidate for Auditor]
Mr. Yutaka Nomiyama is familiar with business management and has sufficient experience of supervising management,in addition to experience as Director. Therefore, believing that he is capable of supervising Director’s execution of duties
from an objective and fair standpoint, the Company has renominated him as a candidate for Auditor.
Joined the Company
My 1978
General Manager, Tokyo Branch Office
April 2004
Operating Officer; Deputy Executive General Manager,
June 2007
Sales Division; General Manager, Tokyo Branch OfficeDirector; Executive General Manager, Sales Division;
June 2008
General Manager, Overseas Sales Division
Senior Operating Officer; Chairman, General Manager,
January 2014
12,010TERAOKA SEISAKUSHO (HONG KONG) CO., LTD.;
sharesChairman, General Manager, TERAOKA SEISAKUSHO(SHANGHAI) CO., LTD.; Chairman, General Manager,
TERAOKA SEISAKUSHO (SHENZHEN) CO., LTD.
[Reelection]
Auditor (current position)
June 2016(to present)
Jun Watanabe
April 1977

1

2

(December 7, 1954)[Reason for nomination as a candidate for Auditor]
Mr. Jun Watanabe is familiar with domestic and overseas sales in general and has sufficient experience of supervising
management, in addition to experience as Director. Therefore, believing that he is capable of supervising Director’s
execution of duties from an objective and fair standpoint, the Company has renominated him as a candidate for Auditor.

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No.

Name
(Date of birth)

Past experience, positions,and significant concurrent positions
April 1983
December 1998
April 2007
June 2010
August 2010

3

[Reelection][External]
Masaki Miyake(September 29, 1960)

June 2014
June 2015
April 2020

Joined The Toyo Trust and Banking Company, Limited(currently Mitsubishi UFJ Trust and Banking Corporation)
General Manager, Stock Offering Department, Osaka
Corporate Agency Division
General Manager, Corporate Agency Business Division IV
Executive Officer; General Manager, Corporate Agency
Business Division IV
Executive Officer; General Manager, Corporate Agency
Business Division II
Director, Vice President, MU Trust Sogo Kanri Co., Ltd.
Auditor of the Company (current position)
Representative Director, Vice President, Mitsubishi UFJ
Daiko Business Co., Ltd. (current position)(to present)

Number ofshares of theCompany held0
shares[Reason for nomination as a candidate for External Auditor]
Mr. Masaki Miyake cultivated work experience related to management at Mitsubishi UFJ Daiko Business Co., Ltd., andhas extensive experience and knowledge in the business management field. Therefore believing that he is capable ofsupervising Director’s execution of duties from an objective and fair standpoint, the Company has renominated him as a
candidate for External Auditor.
(Notes)1. There are no special interests between the candidates and the Company.
2. The Company has entered into a liability limitation agreement with Mr. Jun Watanabe and Mr. Masaki Miyake, pursuant
to Article 427, Paragraph 1 of the Companies Act and our Articles of Incorporation, to limit their liability to compensate
for damages under Article 423, Paragraph 1 of the said Act to the minimum amount of liability set forth by Article 425,
Paragraph 1 of the said Act. If each of them is reappointed, the Company will continue the limited liability agreement.
3. 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 forthe 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 eachcandidate assumes office as Auditor, each of them will be insured under the insurance contract, which is to be renewed
during their terms of office.
4. The number of the Company’s shares each candidate holds includes shares in the shareholding association. (Fractions lessthan one share shall be rounded down.)
5. Mr. Masaki Miyake is a candidate for External Auditor.
6. The term of office of Mr. Masaki Miyake as External Auditor of the Company will have been eight years as of theconclusion of this Annual General Meeting of Shareholders.

-6-Proposal 4:

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 External 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

Number ofshares of theCompany held

Joined KANADEN CORPORATION
General Manager, Corporate Planning Department, Corporate
Strategy Office
General Manager, Corporate Planning Department, Corporate
June 2016
Strategy Office; General Manager, Accounting Department,
Accounting and Finance Office
General Manager, Business Planning Department, Business
April 2018
Promotion Office
General Manager, Accounting and Finance Department,
July 2018
0
Administration Management OfficesharesGeneral Manager, Accounting and Finance Department
October 2020
General Manager, Accounting Department
January 2021
[External]
General Manager, Accounting Department; General Manager,
October 2021
[Independent]
Export Management Department
General Manager, Accounting Department, Administrative
April 2023
Masayuki Sugaya
Division; General Manager, Export Management Department(March 7, 1969)
Assistant to Executive General Manager, Administrative
May 2023
Division (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.
April 1991
April 2013

(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 a liability
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 as Auditor, the Company intends to register him as an independent external 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 forthe 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.

-7-[Evaluation of the Effectiveness of the Board of Directors]
1. Outline of Evaluation of the Effectiveness of the Board of Directors
Item
TargetImplementation
MethodDescription
All 10 Directors and all 4 Auditors in office in fiscal year 2022
Questionnaire (anonymous)(i) Questions on composition of the Board of Directors(ii) Questions on operation of the Board of Directors
Evaluation Items of(iii) Questions on agenda for the Board of Directors meetings
Questionnaire(iv) Questions on structure to support the Board of Directors(v) Free description on points to be improved in the Board of Directors
Evaluation Method

Aggregate results of the target’s questionnaire were analyzed and evaluated by the
Board of Directors.

2. Outline of Evaluation Results(1) General Comments
As a result of the evaluation by the Company’s Board of Directors, the Company confirmed that theeffectiveness of the Board of Directors is mostly ensured.
(2) The Company’s Views on the Evaluation(i) Composition of the Board of Directors
Matters related to diversity of members were pointed out, for example, a small number of technical
Directors.
(ii) Operation of the Board of Directors
While many officers commented that it has showed a trend toward improvement in distributing
materials in advance, it was pointed out that contents of materials need to be further summarized andmore carefully described in consideration of External Officers.
(iii) Agenda for the Board of Directors meetings(a) It was pointed out that there has been no discussion on the succession plan for the Representative
Director. Based on the principles of the Corporate Governance Code, the Company will proceedwith establishing of human resource requirements including election and dismissal criteria, aselection process that ensures objectivity, timeliness, and transparency, and a succession plan.
(b) It was pointed out that mid- and long-term management strategies should be discussed more
frequently and further enhanced.
(iv) Structure to support the Board of Directors
More officers commented that an improvement was seen in strengthening of the function of the Audit
Office and accuracy of suggestions.
Based on the results of this evaluation of the effectiveness of the Board of Directors, the Company willcontinue its efforts to maintain and improve the effectiveness of the Board of Director.

-8-