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.

Securities Code: 7235
Date of sending by postal mail: June 8, 2023
Start date of measures for electronic provision: June 7, 2023
To our shareholders:Hisao Ochiai President & CEO
TOKYO RADIATOR MFG. Co., Ltd.
2002-1 Endo, Fujisawa City, Kanagawa Prefecture, JapanNOTICE OF THE 119TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby notify you of the 119th Ordinary General Meeting of Shareholders of TOKYO RADIATOR MFG. Co.,
Ltd. (the “Company”), which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and has posted theinformation on each of the following websites.
Note that, for this General Meeting of Shareholders, paper-based documents stating matters for which measures forproviding information in electronic format are to be taken, excluding the above matters, will be delivered to allshareholders regardless of whether they have made a request for delivery of such documents. Please refer to[Matters concerning measures for electronic provision] as provided below for more information.
The Company’s website:
http://www.tokyo-radiator.co.jp/investor/financial_results/ (in Japanese)(From the above website, select the section on notices of the Ordinary General Meeting of Shareholders fromwithin “Financial Information.”)Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/7235/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “TOKYO RADIATOR MFG.” in “Issue
name (company name)” or the Company’s securities code “7235” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”)If you will refrain from attending in person, please indicate your approval or disapproval of the proposals on thevoting form which is sent together with this notice after reviewing the attached Reference Documents for theGeneral Meeting of Shareholders, and return it by postal mail to reach us no later than 5:00 p.m. on Wednesday,June 28, 2023 (JST).

-1-1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (JST)
2. Venue:
Company Headquarters, 1F Conference Room
2002-1 Endo, Fujisawa City, Kanagawa Prefecture, Japan
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 119th Term (from April 1, 2022 to March31, 2023), 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 119th Term (from April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of five (5) Directors
Proposal 3:
Election of one (1) Audit & Supervisory Board Member
4. Matters Decided for the Meeting
If approval or disapproval is not indicated on the voting form, it shall be deemed to indicate approval forcompany proposals.
[Regarding attendance in person]
If attending in person, please bring the voting form enclosed with this notice with you and present it at the reception.
[Regarding amendments, etc.]
Should the matters for which measures for providing information in electronic format are to be taken require revisions, the revised
versions will be posted before and after revision on the websites listed above.
[Matters concerning measures for electronic provision]In accordance with a revision of the Companies Act, in principle you are to check matters subject to measures for electronic provisionby accessing any of the websites mentioned above, and paper-based documents stating these matters will only be delivered toshareholders who request the delivery of paper-based documents by the record date. However, for this General Meeting ofShareholders, we have delivered paper-based documents stating the matters subject to measures for electronic provision to allshareholders, regardless of whether or not they have requested them.
Note that, among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations
and Article 16 of the Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents tobe sent out.
(1) “Systems to Ensure Appropriate Business Operations and the Status of its Implementation” of the Business Report(2) Notes to Consolidated Financial Statements(3) Notes to Non-Consolidated Financial Statements
Therefore, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements provided in thesepaper-based documents represent only part of the documents audited by the Accounting Auditor and the Audit & Supervisory Board
Members and in the preparation of the accounting audit report and the audit report.

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

Appropriation of surplus

The decision on returning profits to shareholders is based on a comprehensive consideration of results for the fiscal
year under review, the business environment going forward, and business expansion plans, and also takes into
account the balance with internal reserves. The Company proposes the appropriation of surplus as follows.
Matters related to year-end dividends
It is proposed that the year-end dividend be as follows:(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥8 per common share of the Company
Total amount of dividends: ¥75,103,144
After adding the interim dividend of ¥8, the annual dividend per share comes to ¥16.
(3) Effective date of distribution of dividends of surplus
June 30, 2023

-3-

Proposal 2:

Election of five (5) Directors

The terms of office of all five (5) Directors will expire at the conclusion of this meeting.
Accordingly, we request that a total of five (5) Directors be elected, including two (2) Outside Directors.
The candidates for Directors are as follows:
List of candidates for Directors

No.

Name
Current position at theCompany

Attribute

Corporate
management

Hisao Ochiai
President & CEO
Kenji Mimura
2
Director
Hironori Kimura(NewSenior Executive Corporatecandidate)
Officer3
Yoichi Taguchi[Outside]
4
Outside Director[Independent]
Fujitoshi Takamura[Outside]5
Outside Director[Independent][Outside]: candidates for Outside Director[Independent]: candidates for Independent Officer○1○○

Globalexperience
○

○

○

○

○

○

○

○
○-4-Expertise possessed by the candidate
DevelopSales/ment/Finance/
Accounting Technology Marketing/Quality

○

○
○

○

○

No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1980

1

Hisao Ochiai(April 15, 1957)

2

Kenji Mimura(February 12, 1963)

Joined Nihon Radiator Co., Ltd. (currentlyMarelli Corporation)
Apr. 2004
Exhaust Systems Product Director of Nihon
Radiator Co., Ltd. (currently MarelliCorporation)
Apr. 2007
President of Calsonic Kansei Romania S.R.L.
(currently Marelli Ploiesti Romania S.R.L.)
Apr. 2011
Deputy General Manager of Compressors
Department of Calsonic Kansei Corporation(currently Marelli Corporation)
June 2014
Senior Vice President and Deputy General
Manager of Japan Region Division of CalsonicKansei Corporation
Apr. 2018
Senior Vice President and General Manager ofThermal Systems Business Unit of CalsonicKansei Corporation
Apr. 2019
Corporate Advisor of the Company
June 2019
Representative Director, President and CEO, inCharge of Internal Audit Office of the Company(present position)(Significant concurrent positions outside the Company)
Vice Chairman of CHONGQING TOKYO RADIATOR CO.,LTD.
Chairman of WUXI TRS HEAT EXCHANGER CO., LTD.
Commissioner of PT. TOKYO RADIATOR SELAMATSEMPURNA
Director of TR Asia Co., LTD.
Apr. 1986
Joined the Company
Apr. 2008
General Manager, Sales Division No. 1 of theCompany
Apr. 2015
General Manager, in Charge of Commercial
Vehicles, Customer Group of the Company
Apr. 2016
General Manager, Sales Administration
Division of the Company
July 2016
General Manager, Sales Administration
Division of the Company (Corporate Fellow ofthe Company)
Apr. 2018
Corporate Officer, Deputy General Manager,
Sales Division of the Company
June 2019
Corporate Officer, General Manager, SalesDivision of the Company
June 2021
Director and Executive Corporate Officer,
General Manager, Sales Division of theCompany (present position)(Significant concurrent positions outside the Company)
Director of PT. TOKYO RADIATOR SELAMAT SEMPURNA
Director of TR Asia Co., LTD.
Director of Toshin Techno Co., Ltd.

Number of theCompany’s shares
owned-5-

6,100

10,900No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1986
Apr. 2008

Apr. 2010
Apr. 2012
3

Hironori Kimura(May 5, 1963)

Apr. 2015
Apr. 2019
Apr. 2022
Apr. 2023

Apr. 1970
Jan. 1996
June 2001

June 2003
4

Yoichi Taguchi(August 13, 1947)

June 2005
Feb. 2009
Apr. 2009
Apr. 2012
June 2015
Apr. 1977
Apr. 2004
Apr. 2006
Apr. 2009
Apr. 2010

5

Fujitoshi Takamura(December 21, 1954)

June 2011

Apr. 2013

Apr. 2014
June 2017
June 2019

Joined Nihon Radiator Co., Ltd. (currentlyMarelli Corporation)
General Manager of Sales Group No. 2 ofCalsonic Kansei Corporation (currently MarelliCorporation)
Director of Calsonic Kansei Corporation(currently Marelli Corporation)
President of Calsonic Kansei (Thailand) Co.,
Ltd. (currently Marelli (Thailand) Co., Ltd.)
Senior Vice President of Calsonic Kansei
Corporation
Executive Vice President of Marelli
Corporation (retired as of Oct. 2021)
Executive Corporate Officer, General Managerof Corporate Planning Office of the Company
Senior Executive Corporate Officer, General
Manager of Purchasing, General Manager ofCorporate Planning Office of the Company(present position)
Joined Mitsubishi Metal Mining Company Ltd.
(currently Mitsubishi Materials Corporation)
General Manager of Legal Affairs Office of
Mitsubishi Materials Corporation
Executive Officer and General Manager ofCorporate Planning Office of Mitsubishi
Materials Corporation
Senior Vice President of Mitsubishi Materials
CorporationManaging Director of Mitsubishi Materials
CorporationDirector, Executive Vice President of
Mitsubishi Materials Corporation
Director, President of SUMCOCORPORATION
Advisor of Mitsubishi Materials Corporation
Outside Director of the Company (presentposition)
Joined Komatsu Ltd.
Head of Construction Equipment Development
Center 1, Development Division, Komatsu Ltd.
Executive Officer of Komatsu Ltd.
Executive Officer and Vice President ofDevelopment Division, Komatsu Ltd.
Senior Executive Officer and President ofDevelopment Division, Komatsu Ltd.
Director, Senior Executive Officer andPresident of Development Division, KomatsuLtd.
Director, Senior Managing Executive Officerand President of Development Division,Komatsu Ltd.
Director and CTO of Komatsu Ltd.
Advisor of Komatsu Ltd. (present position)
Outside Director of the Company (presentposition)-6-

Number of theCompany’s shares
owned

1,60000

Notes:1. There are no special interests between each candidate and the Company.
2. Yoichi Taguchi and Fujitoshi Takamura are candidates for Outside Director.
3. (1) The reasons for Yoichi Taguchi’s nomination as Outside Director candidate and his expected roles are as follows:
We anticipate that Yoichi Taguchi will leverage his long years of experience and his deep discernment ofmanagement for the benefit of the Company’s own management, while dispensing advice and opinions from anindependent perspective to the Company’s Board of Directors in order to ensure the reasonableness and legitimacyof its decision making.
(2) The reasons for Fujitoshi Takamura’s nomination as Outside Director candidate and his expected roles are as
follows:
We anticipate that Fujitoshi Takamura will leverage his long years of experience in development and corporate
management at a construction equipment manufacturer as well as his deep discernment for the benefit of theCompany’s own management, while dispensing advice and opinions from an independent perspective to theCompany’s Board of Directors in order to ensure the reasonableness and legitimacy of its decision making.
4. Yoichi Taguchi currently serves as Outside Director of the Company, and as of the conclusion of this General Meeting ofShareholders, he will have served as Outside Director for eight years.
5. Fujitoshi Takamura currently serves as Outside Director of the Company, and as of the conclusion of this General
Meeting of Shareholders, he will have served as Outside Director for four years.
6. The Company has concluded an agreement with Yoichi Taguchi and Fujitoshi Takamura to limit liability for damages asprescribed by Article 423, paragraph 1 of the Companies Act, with the liability in said agreement limited to ¥5 million or
the amount prescribed by laws and regulations, whichever is higher. In the event both Yoichi Taguchi and Fujitoshi
Takamura are reelected, the Company intends to continue the said agreement with them.
7. The Company has registered Yoichi Taguchi and Fujitoshi Takamura as Independent Officers as stipulated by the Tokyo
Stock Exchange. If they are reelected, the Company intends to continue designating them as Independent Officers.
8. Hisao Ochiai has been engaged in development in the automotive industry for many years, and has experience serving
as a representative at corporate entities overseas in addition to management experience at a global company. He has been
Representative Director and President of the Company since 2019. The Company nominates him as a candidate for
Director because it judges him qualified to lead the Group based on his specialist knowledge and extensive career.
9. After joining the Company, Kenji Mimura spent many years serving in the Sales Division, and since being appointed as
Director of the Company in 2021, he has led sales activities globally. Accordingly, the Company nominates him as acandidate for Director because it judges him qualified based on this extensive experience.
10. Hironori Kimura has been engaged in the automotive industry for many years, and has experience serving as arepresentative at corporate entities overseas in addition to management experience at a global company. Since being
appointed as Executive Corporate Officer of the Company in 2022, he has led the Product Management Office and theCorporate Planning Office. Accordingly, the Company nominates him as a candidate for Director based on this extensiveexperience.
11. The Company has entered into a directors and officers liability insurance contract. This contract will cover damages
incurred due to a claim for liabilities filed in the course of business execution by the insureds. Each Director whose
election is approved shall become one of the insureds under this insurance contract. The contract will be renewed under
the same terms and conditions at the next renewal.
For further details of this contract, please refer to “Outline of Directors and Officers Liability Insurance Contract” (in theJapanese original document) of this notice.

-7-Proposal 3:

Election of one (1) Audit & Supervisory Board Member

At the conclusion of this meeting, the term of office of Audit & Supervisory Board Member Takaharu Ito will
expire. Accordingly, we request that one (1) Audit & Supervisory Board Member be elected.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position(Significant concurrent positions outside the Company)
Apr. 1971
Aug. 1988

Notes:

Number of theCompany’s shares
owned

Assistant Executive Vice President of Citibank, N.A.
General Manager of Administration Division of Dow
Chemical Japan Limited
Apr. 1998
Director of Pfizer Japan Inc.
Aug. 2006
Senior Managing Director of CB Richard Ellis K.K.
Dec. 2010
Corporate Auditor of AVON PRODUCTS CO., LTD.
June 2011
Outside Audit & Supervisory Board Member of theTakaharu Ito0Company (present position)(May 28, 1948)
Apr. 2014
Representative of 110 Strategic Management Institute(present position)
June 2015
Audit & Supervisory Board Member of US. MARTJuly 2019
Outside Director (Audit and Supervisory CommitteeMember) of N-Mart Co., Ltd. (present position)
Oct. 2020
Compliance and ESG Officer of Nippon Sangyo SuishinKiko (present position)
1. There is no special interest between the candidate and the Company.
2. Takaharu Ito is an Outside Audit & Supervisory Board Member.
3. The reasons for Takaharu Ito’s nomination as Outside Audit & Supervisory Board Member candidate are as follows:
Takaharu Ito was nominated as Outside Audit & Supervisory Member candidate because he has in-depth knowledge ofthe Company’s business operations based on his past experiences as well as management experience in financial
institutions and business corporations, and we anticipate that he will leverage his wide-ranging discernment inmanagement affairs and his considerable knowledge of finance and accounting for the benefit of the Company’s own
management.
4. Takaharu Ito currently serves as Outside Audit & Supervisory Board Member of the Company, and as of the conclusionof this General Meeting of Shareholders, he will have served as Audit & Supervisory Board Member for 12 years.
5. The Company has concluded an agreement with Takaharu Ito to limit liability for damages as prescribed by Article 423,
paragraph 1 of the Companies Act, with the liability in said agreement limited to ¥5 million or the amount prescribed bylaws and regulations, whichever is higher. If his reelection is approved, the Company intends to continue the said
agreement with him.
6. The Company has designated Takaharu Ito as an Independent Officer as stipulated by the Tokyo Stock Exchange andregistered him as such with the said exchange. If his reelection is approved, the Company intends to continue
designating him as Independent Officer.
7. The Company has entered into a directors and officers liability insurance contract. This contract will cover damages
incurred due to a claim for liabilities filed in the course of business execution by the insureds. If the election of Takaharu
Ito as Audit & Supervisory Board Member is approved, he shall become one of the insureds under this insurance
contract. The contract will be renewed under the same terms and conditions at the next renewal.
For further details of this contract, please refer to “Outline of Directors and Officers Liability Insurance Contract” (in theJapanese original document) of this notice.

-8-