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: 1945
June 6, 2024
To our shareholders:Toshiaki Majima
President
TOKYO ENERGY & SYSTEMS INC.
1-3-1 Nihonbashi Kayabacho, Chuo-ku, Tokyo

Notice of the 77th Annual General Meeting of Shareholders
We are pleased to announce the 77th Annual General Meeting of Shareholders of TOKYO ENERGY & SYSTEMS
INC. (the “Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format will be taken) in electronic format, and posts this information on eachof the following websites. Please access either of the websites by using the internet address shown below to review
the information.
The Company’s website:
https://www.qtes.co.jp/ir/ (in Japanese)
Website of Tokyo Stock Exchange, Inc. (TSE):
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)On the TSE website, enter and search the name or securities code of the Company in the issue search, select “Basicinformation” and “Documents for public inspection/PR information.” Under “Filed information available for publicinspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting].”
Websites for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/1945/teiji/ (in Japanese)
Apart from attending the meeting on the day, you can exercise your voting rights in one of the methods listedbelow. We request that you review the Reference Documents for the General Meeting of Shareholders andexercise your voting rights no later than 5:30 p.m. (JST) on June 26, 2024 (Wednesday).
[Exercising your voting rights via the Internet]
Please review the “Guide to Exercising Voting Rights” (in Japanese only) and enter your approval or disapproval foreach of the proposals by the deadline.
[Exercising your voting rights in writing (by postal mail)]
Please review the “Guide to Exercising Voting Rights” (in Japanese only), indicate your approval or disapproval foreach of the proposals on the Voting Rights Exercise Form and return it to arrive by the deadline.

-1-1. Date and time:
2. Venue:

Thursday, June 27, 2024, at 10:00 a.m. (JST)Banquet hall “Opal 17” on 17th floor of Main Tower, Shinagawa Prince Hotel
4-10-30 Takanawa, Minato-ku, Tokyo(please refer to the “General Meeting of Shareholders Venue Guide” at the end of thisdocument.)
3. Purposes of the Meeting:Items to be reported:
1. The Business Report and the Consolidated Financial Statements for the 77th fiscal year (from April 1, 2023,to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee.
2. The Non-Consolidated Financial Statements for the 77th fiscal year (from April 1, 2023, to March 31, 2024)
Items to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Six Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)- When attending the meeting in person on the day, you are kindly requested to submit the Voting Rights Exercise Form to the reception
desk at the venue.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on each website on the previous page.
- If any major change arises in operating the General Meeting of Shareholders due to future circumstances, the Company will notify thechange on its website (https://www.qtes.co.jp/ir/) (in Japanese).
- Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and theArticles of Incorporation of the Company, the following items are not provided in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based documents. The Audit and Supervisory Committee and the Accounting Auditor
have audited the documents subject to audit, including the following items.
(1) The “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements(2) The “Notes to the Non-consolidated Financial Statements” in the Non-consolidated Financial Statements- Note that, for this general meeting of shareholders, paper-based documents stating items subject to measures for electronic provision,
excluding the above items, will be delivered to all shareholders regardless of whether they have made a request for delivery of such
documents.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1:

Appropriation of Surplus

The Company takes a medium to long-term perspective with a basic policy to maintain stable dividends and seeks topay progressive dividends in accordance with profit growth after comprehensive consideration of matters such asperformance, the state of internal reserves and preparations for future business developments.
In respect of the year-end dividend for the fiscal year under review, the Company has decided from the perspectiveof the above policy and to focus on return of profits to our shareholders to pay an ordinary dividend of ¥25 per share.
Therefore, the dividend for the fiscal year under review, including the interim dividend, shall be ¥45 per share.
Matters concerning the year-end dividend(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥25 per common share of the Company
Total amount of dividends: ¥837,073,625(3) Effective date of distribution of dividends of surplus
June 28, 2024

-3-Proposal No. 2:

Election of Six Directors (Excluding Directors Who Are Audit and Supervisory CommitteeMembers)

The terms of office of all six Directors (excluding Directors who are Audit and Supervisory Committee Members;
the same applies hereinafter in this proposal) will expire at the conclusion of this General Meeting of Shareholders.
Therefore, the Company asks shareholders to elect six Directors.
This proposal has already been deliberated by the voluntary Nomination and Remuneration Advisory Committee, themajority of which is comprised of Independent Outside Directors, and determined by the Board of Directors.
In addition, this proposal has been reviewed by the Audit and Supervisory Committee without objection.
The candidates for Directors are as follows:
No.

NameGender

Attributes

1Toshiaki Majima

Male

Reelection

President and Chief Executive Officer

Soichiro Horikawa

MaleReelection

Director and Managing Executive Officer
Executive General Manager of Electric Power Division, Executive

2

Current position and responsibility in the Company

General Manager of Energy and Industry Division
Hitoshi Tanaka

MaleReelection
OutsideDirector
Independent

Shigeru Nishiyama

MaleReelection
OutsideDirector
Independent

5Sonoe HasegawaFemale

Reelection
OutsideDirector
Independent

6Naoya ItoMale

Reelection
Director
OutsideIndependent

34-4-

No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1988
July 2011

1

Number of theCompany’s shares
ownedJoined Tokyo Electric Power Co., Inc.
General Manager of Narita Service Center,Chiba Branch Office
July 2014
Technology Integration Dept., Head Office (incharge of Technological Innovations)
July 2016
Business Management Office, Corporate
Planning Unit Group (in charge of Technologyand Operational Innovation Promotion)
June 2017
Executive Managing Director of TEPCO Fuel& Power, Incorporated
Toshiaki Majima
Apr. 2019
Associate Director of Tokyo Electric Power(October 20, 1963)
19,300 sharesCompany Holdings, Incorporated
June
2019
SeniorVice
President
andChief
OperatingReelection
Officer in charge of New Business
Development of the Company
Oct. 2020
Senior Vice President, Chief Operating Officer
and Executive General Manager of Corporate
Planning Division
June 2021
Senior Vice President, Chief Operating Officer
and Executive General Manager of Corporate
Planning Division
June 2022
President and Chief Executive Officer (currentposition)<Reasons for nomination as candidate for Director>
Mr. Toshiaki Majima has served in key positions at electric power companies that are major business partners of theCompany, and is familiar with the energy business. Since assuming office as Senior Vice President and Chief Operating
Officer of the Company in June 2019, Mr. Majima has fulfilled his executive responsibility through positions managing
new business development and corporate planning. Since assuming office as President and Chief Executive Officer ofthe Company in June 2022, Mr. Majima has formulated the vision for the future of the Company’s group and the Midterm Management Plan, and has demonstrated strong leadership in corporate management. In order for him to drive
further growth and development of the Company’s group, the Company asks shareholders to elect Mr. Majima so that
he may continue in the role of Director.

-5-No.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the CompanyJan. 1989Feb. 20172

Number of theCompany’s shares
ownedJoined the Company
Executive Officer, General Manager ofRenewable Energy Project Department, Energyand Industry Division, and General Manager ofInternational Department
June 2018
Senior Executive Officer, Deputy Executive
General Manager of Energy and IndustryDivision (in charge of Architecture), General
Manager of Project I Department, General
Manager of International Department andDeputy Executive General Manager of Sales
Division
June 2019
Director and Managing Executive Officer,Deputy Executive General Manager of Energyand Industry Division (in charge ofArchitecture), General Manager of International
Department and Deputy Executive General
Soichiro Horikawa
Manager of Sales Division(December 16, 1963)
15,200 shares
Apr. 2020
Director and President of Tokyo Enesys
Reelection(Thailand) Co., Ltd.
Oct. 2020
Director and Managing Executive Officer,
Acting Executive General Manager of ElectricPower Division, General Manager of ElectricPower Sales Department, and General Managerof Overseas Division of the Company
June 2021
Director and Managing Executive Officer,
Acting Executive General Manager of ElectricPower Division, General Manager of ElectricPower Sales Department
June 2022
Director and Managing Executive Officer,
Executive General Manager of Energy andIndustry Division
June 2023
Director and Managing Executive Officer,
Executive General Manager of Electric Power
Division, Executive General Manager ofEnergy and Industry Division (current position)<Reasons for nomination as candidate for Director>
Mr. Soichiro Horikawa has abundant experience and knowledge of general electric power facilities and has fulfilled hisexecutive responsibility through positions overseeing the electricity business field, general industry field and overseas
business field. Based on these achievements, the Company believes that Mr. Horikawa will be able to appropriately
perform his duties as a Director striving for further growth and development of the Company’s group. Accordingly, theCompany asks shareholders to elect Mr. Horikawa so that he may continue in the role of Director.

-6-No.

Name(Date of birth)

4Apr. 1976
Apr. 1976

Number of theCompany’s shares
ownedRegistered as an attorney-at-law
Joined Naritomi Sogo Law Office (currently(July 28, 1950)
Marunouchi Minami Law Office)Oct. 2003
Representative (current position)
Reelection
June 2014
Outside Director of the Company (current3,900 sharesposition)<Significant concurrent positions outside the Company>
OutsideAttorney at law (Marunouchi Minami Law Office)Outside Director (Audit and Supervisory Committee Member)
Independentof SUMCO CORPORATION<Reasons for nomination as candidate for Outside Director and overview of expected roles>
Although Mr. Hitoshi Tanaka has no experience of being directly involved in corporate management, he has high-levelprofessional knowledge as a lawyer and has also extensive experience as an outside director of other companies.
Consequently, Mr. Tanaka has fulfilled his role in supervising business execution from an objective and professional
perspective based on his experience and knowledge. Based on these achievements, the Company believes that Mr.
Tanaka will be able to appropriately perform his duties as an Outside Director. Accordingly, the Company asks
shareholders to elect Mr. Tanaka so that he may continue in the role of Outside Director.
Mr. Tanaka’s term of office as an Outside Director of the Company will be ten years at the conclusion of this General
Meeting of Shareholders.
Apr. 1984
Joined Sanwa & Co. (currently Deloitte Touche
Tohmatsu LLC)
Mar. 1987
Registered as a certified public accountant(Japan)Shigeru Nishiyama
Apr. 2002
Associate Professor, Waseda Business School(October 27, 1961)
Apr. 2006
Professor, Waseda Business School (currentposition)
Reelection
June 2021
Outside Director of the Company (current3,100 sharesposition)<Significant concurrent positions outside the Company>
OutsideProfessor, Waseda Business School
Outside Director (Audit Committee Member, Remuneration
IndependentCommittee Member), Macromill, Inc.
External Audit & Supervisory Board Member, Marubeni
Corporation
External Audit & Supervisory Board Member, NH Foods Ltd.
<Reasons for nomination as candidate for Outside Director and overview of expected roles>
Mr. Shigeru Nishiyama has high-level professional knowledge as a graduate school (business school) professor and acertified public accountant and has extensive experience as an outside director of other companies. Consequently, Mr.
Nishiyama has fulfilled his role in supervising business execution from an objective and professional perspective basedon his experience and knowledge. Based on these achievements, the Company believes that Mr. Nishiyama will be able
to appropriately perform his duties as an Outside Director. Accordingly, the Company asks shareholders to elect Mr.
Nishiyama so that he may continue in the role of Outside Director.
Mr. Nishiyama’s term of office as an Outside Director of the Company will be three years at the conclusion of thisGeneral Meeting of Shareholders.
Hitoshi Tanaka

3Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company-7-No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 1995
Oct. 1996

5

Number of theCompany’s shares
ownedJoined Shinohara Accounting Office
Joined Sanwa Research Institute Corporation(currently Mitsubishi UFJ Research andConsulting Co., Ltd.)
Oct. 1997
Joined Chuo Audit Corporation
July 2000
Registered as a certified public accountant(Japan)Dec.
2005
Joined AZSA & Co. (currently KPMG AZSA
Sonoe Hasegawa
LLC)(July 11, 1967)
Nov. 2009
Representative of Hasegawa Certified PublicAccountant and Tax Accountant Office (currentReelection0 sharesposition)
Sept. 2010
Registered as a tax accountant
OutsideJune 2022
Outside Director of the Company (currentposition)
Independent<Significant concurrent positions outside the Company>
Certified Public Accountant, Certified Public Tax Accountant(Hasegawa Certified Public Accountant and Tax Accountant
Office)Outside Director (Audit and Supervisory Committee Member),
UNIPRES CORPORATION
Outside Director (Audit and Supervisory Committee Member),Chi-technology Co., Ltd.
<Reasons for nomination as candidate for Outside Director and overview of expected roles>
Although Ms. Sonoe Hasegawa has no experience of being directly involved in corporate management, she has highlevel professional knowledge as a certified public accountant and a tax accountant. Consequently, Ms. Hasegawa has
fulfilled her role in supervising business execution from an objective and professional perspective based on herexperience and knowledge. Based on these achievements, the Company believes that Ms. Hasegawa will be able toappropriately perform her duties as an Outside Director. Accordingly, the Company asks shareholders to elect Ms.
Hasegawa so that she may continue in the role of Outside Director.
Ms. Hasegawa’s term of office as an Outside Director of the Company will be two years at the conclusion of this
General Meeting of Shareholders.

-8-No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
ownedApr. 1984

6(Notes)

Joined Tokio Marine Fire Insurance Co., Ltd.
(currently Tokio Marine & Nichido Fire
Insurance Co., Ltd.)
July 2008
General Manager of Human Resources
Planning Department, Leader of Human
Resources and Recruiting Group and Associate
Director (seconded to Tokio Marine Holdings,Naoya ItoInc.)(October 15, 1961)
July 2013
Senior General Manager and General Managerof Government Sector Dept. 2
Reelection
Apr. 2014
Executive Officer
0 shares
Apr. 2016
Managing Executive Officer
OutsideApr. 2020
Managing Director
Apr. 2022
Senior Managing Executive Officer
IndependentApr. 2023
Director and President of Tokio Marine
Business Support Co., Ltd. (current position)
June 2023
Outside Director of the Company (currentposition)<Significant concurrent positions outside the Company>
Director and President of Tokio Marine Business Support Co.,Ltd.
<Reasons for nomination as candidate for Outside Director and overview of expected roles>
Mr. Naoya Ito has a wealth of experience and expertise as an officer of a general insurance company, and based on thisexperience and expertise he has fulfilled the role of supervising the execution of business from an objective andprofessional perspective. Based on these achievements, the Company believes that Mr. Ito will be able to appropriately
perform his duties as an Outside Director. Accordingly, the Company asks shareholders to elect Mr. Ito so that he may
continue in the role of Outside Director.
Mr. Ito’s term of office as an Outside Director of the Company will be one year at the conclusion of this General
Meeting of Shareholders.
1. Mr. Naoya Ito, a candidate for Outside Director, was an executive officer of our business partner, Tokio Marine & Nichido
Fire Insurance Co., Ltd., until March 2023. The value of transactions with that company for the fiscal year ended March
31, 2024 was less than 1% of consolidated net sales.
2. There are no special interests between the candidates and the Company.
3. Mr. Hitoshi Tanaka, Mr. Shigeru Nishiyama, Ms. Sonoe Hasegawa, and Mr. Naoya Ito are candidates for Outside Director.
4. The Company has submitted notification to the Tokyo Stock Exchange, Inc. that Mr. Hitoshi Tanaka, Mr. Shigeru
Nishiyama, Ms. Sonoe Hasegawa, and Mr. Naoya Ito have been designated as independent directors as provided for by
the aforementioned exchange. If the election of these candidates is approved, they will continue to serve as independent
directors.
5. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreementswith Mr. Hitoshi Tanaka, Mr. Shigeru Nishiyama, Ms. Sonoe Hasegawa, and Mr. Naoya Ito to limit their liability fordamages under Article 423, Paragraph 1 of the Companies Act. Under these agreements, the maximum amount of liability
for damages is the minimum total liability provided for under laws and regulations. In this proposal, if the election of thefour candidates is approved, the Company plans to continue the said agreements with them.
6 The Company has entered into a liability insurance contract with an insurance company for directors and corporate officers
as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The aforementioned insurance agreement covers theinsured directors’ and corporate officers’ damages against claims for damages arising from the execution of their duties(excluding compensation for damages arising from acts committed with the knowledge that such acts violate laws andregulations). If each candidate is elected and assumed as a Director, the candidate will become an insured director in theaforementioned insurance agreement. In addition, the Company intends to renew the agreement with the same details at
the time of the next renewal.

-9-(Reference)
Board of Directors after Proposal No. 2 is approved at the General Meeting of Shareholders
SkillNameTitle

Corporate
Management

Financial
Accounting

Construction
Technology
Safety andQuality

Sales
Marketing

Risk
Management
Legal Affairs

Sustainability〇〇

Toshiaki Majima

President and Chief
Executive Officer

〇

〇

〇

Soichiro Horikawa

Senior Vice President andChief Operating Officer

〇

〇

〇

Hitoshi Tanaka

Outside Director〇〇〇

Shigeru Nishiyama Outside Director〇〇

Sonoe Hasegawa

Outside Director〇〇

Naoya Ito

Outside Director

Yoshiaki Inagaki

Outside Director
Full-time Audit andSupervisory Committee
MemberMakoto SatoDirector
Full-time Audit andSupervisory Committee
Member〇Teruoki Ninomiya

Outside Director
Audit and Supervisory
Committee Member〇

Hidefumi Mori

Outside Director
Audit and Supervisory
Committee Member〇〇〇〇- 10 -〇〇〇〇〇