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Toyo Denki Seizo K.K.
Kenzo Terashima, President
1st Section of the Tokyo Stock Exchange
6505
Tetsuto Iwaki
Operating Officer; General Manager,General Affairs Division
TEL.: +81-3-5202-8121

Toyo Denki Seizo Announces a Change in the Number of Shares per Share Unit, Share
Consolidation, and Partial Amendment of the Articles of Incorporation
Tokyo, Japan, July 12, 2016 — Toyo Denki Seizo K.K. (hereinafter “Toyo Denki”) announced that it
resolved, at the meeting of the board of directors held today, pursuant to Paragraph 1, Article 195 of Japan’sCompanies Act, to make a partial amendment of the Articles of Incorporation to change the number of shares
per share unit, and to submit the matter of the share consolidation to the 155th annual general meeting ofshareholders scheduled to be convened on August 26, 2016 (hereafter “Annual General Meeting ofShareholders”).
Both the partial amendment of the Articles of Incorporation and the share consolidation are to take effect on
December 1, 2016, subject to the approval of the proposal regarding Share Consolidation at the AnnualGeneral Meeting of Shareholders.

1. Change to the number of shares per share unit
(1) Reason for the change
All securities exchanges in Japan are promoting an Action Plan for Consolidating Trading Units. Under thisaction plan, trading units of common shares (number of shares per share unit) for all domestically listedcompanies are to be uniformly set at 100 shares by October 1, 2018. In light of the intent of this plan, and as
a company listed on the Tokyo Stock Exchange, Toyo Denki decided to change the number of shares pershare unit from 1,000 to 100 (hereafter “Trading Unit Consolidation”).

(2) Particulars of the change
As of December 1, 2016, the number of common shares per share unit will be changed from 1,000 shares to100 shares.

(3) Conditions of the changeThis proposal is subject to the approval of the Share Consolidation set forth in section 2 below, by theAnnual General Meeting of Shareholders.

12. Share consolidation(1) Reason for consolidation
Toyo Denki has decided to undertake a share consolidation under which every 5 shares will be consolidated
into 1 share (hereafter “Share Consolidation”). This is intended to facilitate the change in the number ofshares per share unit from 1,000 to 100 described in section 1 above, and also to achieve the desirable shareprice level quoted by the stock exchanges, namely between 50,000 yen and 500,000 yen, while taking into
account medium- and long-term stock price fluctuations. It should be noted that, as of completion of theTrading Unit Consolidation and the Share Consolidation, the investment value (price) of a share unit will behalf of the pre-change level.

(2) Particulars of the consolidation(i) Class of shares to be consolidated Common shares(ii) Consolidation ratio

Shares held by shareholders recorded in the latest register ofshareholders as of November 30, 2016 will be consolidated at the ratioof 5 shares to 1 share on December 1, 2016.

(iii) Number of shares reduced through consolidation
Outstanding shares before consolidation (as of May 31, 2016)
Number of shares reduced through consolidation
Outstanding shares after consolidation

48,675,000
38,940,000
9,735,000

Note: The number of shares reduced through consolidation and the outstanding shares after consolidation aretheoretical values calculated based on the Share Consolidation ratio and the total outstanding shares before
consolidation.

(3) Number of shares reduced through consolidation
If the Share Consolidation is carried out, 163 shareholders who hold fewer than 5 shares each (the total
number of shares held by those shareholders is 194), will lose status as shareholders.
In accordance with the provisions of Paragraph 1, Article 192 of the Companies Act, Toyo Denki's Articles ofIncorporation (Article 11) and stock handling regulations, these shareholders may request Toyo Denki topurchase any of its shares held in amounts less than one unit, up until the effective date of the Share
Consolidation. For information on the specific procedure, please contact your securities dealer or Toyo
Denki’s shareholder registration agent.
The shareholder composition as of May 31, 2016 is as follows.
Number of shares held
Total
Fewer than 5 shares
5 shares or more

Number of shareholders(percentage of total)
6,183 (100.00%)
163 (2.64%)
6,020 (97.36%)

Number of shares held
(percentage of total)
48,675,000 (100.00%)
194 (0.00%)
48,674,806 (100.00%)(4) Treatment of fractional shares
Pursuant to the provisions of Article 235 of the Companies Act, if any fractional shares arise as a result of theShare Consolidation, Toyo Denki will sell all such fractional shares on behalf of shareholders and distributethe proceeds to shareholders owning fractional shares in proportion to their respective fractions.
2(5) Total number of authorized shares after consolidation
Along with the reduction of the total number of outstanding shares as a result of the Share Consolidation, inorder to optimize the authorized shares, the total number of authorized shares will be reduced according tothe Share Consolidation ratio (1:5), effective the date of Share Consolidation (December 1, 2016).
Total number of authorized shares before consolidation
Total number of authorized shares after consolidation

180,000,000
36,000,000(6) Conditions for consolidation
This proposal is subject to the approval of the Share Consolidation by the Annual General Meeting ofShareholders.

3. Partial amendment of the Articles of Incorporation(1) Reason for amendment of the Articles of Incorporation
The Articles of Incorporation will be amended in accordance with the changes described in sections 1 and 2above. In addition, the Articles of Incorporation amendments will be carried out without appearing on theagenda of the Annual General Meeting of Shareholders, based on the provisions of Paragraph 2, Article 182
and Paragraph 1, Article 195 of the Companies Act.

(2) Particulars of the amendments
Current Articles of Incorporation
Article 1–Article 5 (Provisions omitted)

Proposed Amendments to the Articles ofIncorporation
Article 1–Article 5 (Unchanged)

Article 6 (Total number of authorized shares)
The total number of shares authorized to beissued by the Company shall be one hundred andeighty million (180,000,000) shares.

Article 6 (Total number of authorized shares)
The total number of shares authorized to beissued by the Company shall be thirty six
million (36,000,000) shares.

Article 7 (Provisions omitted)

Article 7 (Unchanged)

Article 8 (Number of shares per share unit)
The share unit of the Company shall be one
thousand (1,000) shares

Article 8 (Number of shares per share unit)
The share unit of the Company shall be one
hundred (100) shares

Article 9–Article 42 (Provisions omitted)

Article 9–Article 42 (Unchanged)(3) Conditions for the amendments
This proposal is subject to the approval of the Share Consolidation set forth in section 2 above by the Annual
General Meeting of Shareholders.

34. Schedule(1) Resolution of Annual General Meeting of Shareholders

August 26, 2016 (scheduled)(2) Last day for trading shares in 1,000-share units

November 25, 2016 (scheduled)(3) First day for trading shares in 100-share units

November 28, 2016 (scheduled)(4) Effective change date for the number of shares per unit

December 1, 2016 (scheduled)(5) Effective date of Share Consolidation

December 1, 2016 (scheduled)(6) Effective change date for the total number of authorized shares

December 1, 2016 (scheduled)(7) Payment for compensation for fractional shares

Early February 2017 (scheduled)

Note: As set forth above, the effective date of the Trade Unit Consolidation and Share Consolidation is to be
December 1, 2016. However, in relation to book-entry procedures, trades of Toyo Denki shares byshareholders on the Tokyo Stock Exchange, on and after November 28, 2016, will be conducted in the new
trading unit of 100 shares.

Attached materials(Reference) Q&A regarding the Change in the Number of Shares per Share Unit and Share Consolidation

4Reference

Q&A regarding the Trading Unit Consolidation and Share Consolidation
Q1. What is a change in the number of shares per share unit (trading unit consolidation)?
A1. A change in the number of shares per share unit (trading unit consolidation) is a modification of theshare trading unit used at the stock exchange. The share unit also determines the number of voting rights
exercised at the general meeting of shareholders. Tokyo Denki will change its share unit from 1,000 to 100
shares, effective December 1, 2016.

Q2. What is a share consolidation?
A2. In a share consolidation, a company combines a certain number of shares into one share, thus reducing
the total number of outstanding shares. In December, every five shares that Toyo Denki shareholders own
will be consolidated into one share.

Q3. What is the purpose of the Trading Unit Consolidation and Share Consolidation of Toyo Denki?
A3. For the greater convenience of investors and other market participants, all Japanese securities exchanges
are promoting a plan under which trading units (the number of shares per share unit) of common shares ofdomestically listed companies are to be uniformly set at 100 shares, by October 1, 2018. As a company listedon the Tokyo Stock Exchange, Toyo Denki supports this plan and has decided to change the number ofshares in its share unit from 1,000 shares to 100 shares (Trading Unit Consolidation) as of December 1,2016.
Toyo Denki also decided to carry out a Share Consolidation under which every 5 shares will be consolidated
into 1 share. The aim of this decision was to achieve the desirable share price level quoted by the stockexchanges, namely between 50,000 yen and 500,000 yen, while taking into account medium and long-term
stock price fluctuations.

Q4. How will the number of shares and voting rights be affected?
A4. The number of shares held by each shareholder after the Share Consolidation will be the number ofshares obtained by dividing the number of shares recorded in the latest register of shareholders as ofNovember 30, 2016 by five (rounded down to the nearest whole share). The number of voting rights for eachshareholder after the Share Consolidation will be 1 vote for every 100 shares.
Specifically, the number of shares held and the number of voting rights before and after the share
Consolidation and the Trading Unit Consolidation are as follows:

Example 1
Example 2
Example 3
Example 4
Example 5

BeforeNumber of
Number ofshares held
voting rights
5,000
5
1,033
1500
None
109
None
2
None

Number ofshares held
1,000
206
100
21
None

5

After
Number of voting
rights
102
1
None
None

Resultingfractional shares
None
0.6
None
0.80.4

If any fractional shares arise as a result of the Share Consolidation (as in examples 2, 4, and 5 above), Toyo
Denki will sell all such fractional shares on behalf of shareholders and distribute the proceeds to shareholders
having fractional shares in proportion to their respective fractions. Payment of fractional share proceeds isscheduled for around February 2017.
Please note that any shareholder who holds fewer than five shares when the Share Consolidation isconducted (example 5 above), will be left with a fractional share after consolidation and will lose shareholder
status.

Q5. Is there any way to ensure there are no fractional shares?
A5. By requesting purchase of shares constituting less than one share unit prior to the Share Consolidation
coming into effect, it is possible to avoid having fractional shares. For details on the procedure, contact yoursecurities dealer or the registration agent indicated at the end of this document.

Q6. Will the Share Consolidation have any impact on asset value?
A6. Because Toyo Denki’s assets and stated capital will remain unchanged after the Share Consolidation, intheory, there will be no change to the asset value of shareholders’ shares, aside from the influence ofsecurities market trends and other factors.
This is because, after the Share Consolidation, there will be a fivefold increase in the asset value per share,
while the number of shares held by a shareholder will be one-fifth of the original number.

Q7. What will happen with dividends after the Share Consolidation?
A7. Although each shareholder will have one-fifth the number of shares after the Share Consolidation, ToyoDenki plans to set dividends per share based on the total number of new shares after consolidation. Asidefrom other factors such as performance trends, the Share Consolidation will not change the total amount ofdividends paid. However, dividends will not be paid for any fractional shares remaining after the Share
Consolidation.

Q8. Are there any procedures that shareholders must take?
A8. No procedures are necessary. If you want to request purchase of shares constituting less than one shareunit prior to the Share Consolidation, contact your securities dealer or the registration agent indicated below.

Inquiries
Securities Agency Division
Mitsubishi UFJ Trust and Banking Corporation
Address:

10-11 Higashisuna 7-chome, Koto-ku Tokyo, Japan, Postal Code 137-8081

Tel0120-232-711 (toll free)

Office hours:

9:00 am–5:00 pm (excluding Saturdays, Sundays and National holidays)

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