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 13, 2022
To our shareholders:
Tsutomu Kumagai
President
TOKYO ENERGY & SYSTEMS INC.
1-3-1 Nihonbashi Kayabacho, Chuo-ku, Tokyo

Notice of the 75th Annual General Meeting of Shareholders
We are pleased to announce the 75th Annual General Meeting of Shareholders of TOKYO ENERGY & SYSTEMS
INC. (the “Company”), which will be held as indicated below.
Apart from attending the meeting on the day, you can exercise your voting rights in one of the methods listed
below. We request that you review the following Reference Documents for the General Meeting of
Shareholders and exercise your voting rights no later than 5:30 p.m. on June 28, 2022 (Tuesday).
[Exercising your voting rights in writing (by postal mail)]
Indicate your approval or disapproval for each of the proposals on the enclosed Voting Rights Exercise Form andreturn it to arrive by the deadline noted above.
[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 noted above.
1. Date and time:
2. Venue:

Wednesday, June 29, 2022 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
3. Purposes of the Meeting:Items to be reported:
1. The Business Report and the Consolidated Financial Statements for the 75th fiscal year (from April 1, 2021
to March 31, 2022), 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 75th fiscal year (from April 1, 2021 to March 31, 2022)
Items to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Amendment to the Articles of Incorporation
Proposal No. 3:
Election of Seven 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 enclosed Voting Rights Exercise Form to thereception desk at the venue- Any modifications to the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated Financial
Statements and Consolidated Financial Statements shall be posted on the Company’s website (http://www.qtes.co.jp/)-1-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 pays
dividends after comprehensive consideration of matters such as performance, the state of internal reserves andpreparations 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 ¥15 per share.
Therefore, the dividend for the fiscal year under review, including the interim dividend, shall be ¥30 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¥15 per common share of the Company
Total amount of dividends: ¥513,523,380(3) Effective date of distribution of dividends of surplus
June 30, 2022-2-

Proposal No. 2:

Amendment to the Articles of Incorporation

1. Reasons for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company
proposes to amend its Articles of Incorporations to prepare for the introduction of a system of electronic provision ofreference documents for the general meeting of shareholders.
(1)

(2)
(3)

Article 17 of the proposed amendment will stipulate that the Company shall take measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc. inelectronic format. and establish the provision to limit the scope of the items to be stated in the paper-based
documents to be delivered to shareholders who requested the delivery of paper-based documents.
Since the provisions for Internet disclosure and deemed provision of reference documents for shareholders’meeting (Article 17 of the current Articles of Incorporation) will no longer be required, they will be deleted.
Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.

2. Details of amendments
Details of amendments are as follows:(Underlines indicate amendments.)
Proposed Amendments

Current Articles of Incorporation(Internet disclosure and deemed provision of reference
documents for shareholders’ meeting)
Article 17: By disclosing information relating to allmatters that shall be described or stated in any
reference document for the shareholders’meeting, business report, financial statement
and consolidated financial statement upon
convening a shareholders’ meeting by utilizing
the Internet in accordance as provided for in theordinance of the Ministry of Justice, theCompany may be deemed to have provided
such information to the shareholders.

(Deleted)(Newly established)(Measures, etc. for providing information in electronic
format)Article 17: When the Company convenes a shareholders’meeting, it shall take measures for providing
information that constitutes the content ofreference documents for the shareholders’meeting in electronic format. Among items forwhich the measures for providing informationin electronic format will be taken, the Company
shall not be required to state all or some ofthose items designated by the Ministry ofJustice Order from statements in the paperbased documents to be delivered toshareholders who requested the delivery of
paper-based documents by the record date ofvoting rights.

Revised on June 29, 2021

-3-

Current Articles of Incorporation
Supplementary Provisions(Newly established)

Proposed Amendments
Supplementary Provisions(Transitional measures for providing informational
materials for shareholders’ meeting in electronic format)
1 The deletion of Article 17 (Internet disclosure anddeemed provision of reference documents forshareholders’ meeting) in the pre-amended Articles ofIncorporation and the establishment of the new
Article 17 (Measures, etc. for providing informationin electronic format) in the amended Articles ofIncorporation shall be effective from September 1,
2022, which is the date of enforcement of the revised
provisions provided for in the proviso to Article 1 of
the Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(hereinafter referred to as the “Date of
Enforcement”).
2
Notwithstanding the provisions of the preceding
paragraph, Article 17 of the pre-amended Articles ofIncorporation shall remain effective regarding any
shareholders’ meeting held on a date within six
months from the Date of Enforcement.
3 These Supplementary Provisions on measures forproviding information in electronic format shall bedeleted on the date when six months have elapsed
from the Date of Enforcement or three months haveelapsed from the date of the shareholders’ meeting in
the preceding paragraph, whichever is later.
Revised on June 29, 2022

-4-

Proposal No. 3:

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all ten Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, in order to clearly separate the supervisory and executive functions of the Board of Directors and to
facilitate flexible decision-making, the Company proposes to reduce the number of Directors by three and to electseven Directors (excluding Directors who are Audit and Supervisory Committee Members).
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee members) are as
follows.
No.

Name

Current position in the Company
Senior Vice President and Chief Operating Officer
Executive General Manager of Corporate Planning Division1

Reelection

Toshiaki Majima

2

Reelection

Soichiro Horikawa

3

Reelection

Shinsuke Unno

4

Reelection

Hitoshi Tanaka

OutsideDirector
Independent

5

Reelection

Makoto Sugimachi

OutsideDirector
Independent

6

Reelection

Shigeru Nishiyama

OutsideDirector
Independent

7

New election

Sonoe Hasegawa

Outside–Independent

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

-5-

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 Technology
and Operational Innovation Promotion)
June 2017
Executive Managing Director of TEPCO Fuel
Toshiaki Majima& Power, Incorporated(October 20, 1963)
10,600 shares
Apr. 2019
Associate Director of Tokyo Electric Power
Company Holdings, Incorporated
Reelection
June 2019
Senior Vice President and Chief Operating
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 (current position)<Reasons for nomination as candidate for Director>
As Senior Vice President and Chief Operating Officer and Executive General Manager of Corporate Planning Division,
Mr. Toshiaki Majima has been involved in the company’s management policy and strategy planning, and has
accelerated efforts to expand new business areas under his strong leadership. The Company believes that he will be able
to play a leading role as President in driving further growth and development of the Company’s group to enhance its
corporate value. Accordingly, the Company asks shareholders to elect Mr. Majima so that he may continue in the role of
Director.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Jan. 1989
Feb. 2017

2

3

Number of theCompany’s shares
ownedJoined the Company
Executive Officer, General Manager ofRenewable Energy Project Department, Energy
and Industry Division, and General Manager ofInternational Department
June 2018
Senior Executive Officer, Deputy Executive
General Manager of Energy and Industry
Division (in charge of Architecture), General
Manager of Project I Department, General
Manager of International Department and
Deputy Executive General Manager of Sales
Division
June 2019
Director and Managing Executive Officer,
Soichiro Horikawa
Deputy Executive General Manager of Energy(December 16, 1963)
and Industry Division (in charge of
8,700 sharesArchitecture), General Manager of International
Reelection
Department and Deputy Executive General
Manager of Sales Division
Apr. 2020
Director and President of Tokyo Enesys(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 (current position)<Reasons for nomination as candidate for Director>
Mr. Soichiro Horikawa has abundant experience and knowledge of construction work for renewable energy, thermal
power generation facilities and overseas construction work, and a character appropriate to assume the management of
the Company. Based on these achievements, the Company believes that Mr. Horikawa will be able to appropriately
perform his duties as a Director. Accordingly, the Company asks shareholders to elect Mr. Horikawa so that he may
continue in the role of Director.
Apr. 1985
Joined Tokyo Electric Power Co., Inc.
July 2012
General Manager of Sagamihara Service
Center, Kanagawa Branch Office
June 2014
General Manager of Secretariat Department
Shinsuke Unno
June 2017
Auditor of Tokyo Power Technology Ltd.
(February 11, 1960)
4,400 shares
June 2018
Senior Executive Officer in charge of Personnel& Organizational Reform of the Company
Reelection
June 2019
Managing Executive Officer in charge of
Personnel & Organizational Reform
June 2020
Director and Managing Executive Officer(current position)<Reasons for nomination as candidate for Director>
Mr. Shinsuke Unno has a wealth of experience and expertise in general affairs and accounting over many years, and acharacter appropriate to assume the management of the Company. Based on these achievements, the Company believes
that Mr. Unno will be able to appropriately perform his duties as a Director. Accordingly, the Company asks
shareholders to elect Mr. Unno so that he may continue in the role of Director.

-7-

No.

Name
(Date of birth)

5

Apr. 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 (current
2,700 shares
position)<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 direct experience of being involved in corporate management, he brings abundant
experience and knowledge as a lawyer. Consequently, Mr. Tanaka has fulfilled his role in supervising businessexecution from an objective and professional perspective based on his experience and knowledge. Based on theseachievements, 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 ofOutside Director.
Mr. Tanaka’s term of office as an Outside Director of the Company will be eight years at the conclusion of this General
Meeting of Shareholders.
Apr. 1980
Joined Tokio Marine Fire Insurance Co., Ltd.
(currently Tokio Marine & Nichido Fire
Insurance Co., Ltd.)
June 2007
General Manager of Yokohama Chuo Branch
July 2009
Administrative Officer and General Manager ofNagoya Sales Department III
Makoto Sugimachi
June 2010
Executive Officer(August 14, 1956)
June 2011
Managing Executive Officer
Apr. 2014
Managing Director
Reelection
Apr. 2015
Managing Executive Officer
0 shares
Apr. 2016
Senior Managing Executive Officer
OutsideJune 2016
Director and President of Japan Earthquake
Reinsurance Co., Ltd.
June 2020
Outside Director of the Company (current
Independent
position)<Significant concurrent positions outside the Company>
Outside Director (Audit and Supervisory Committee Member)of ipet Insurance Co., Ltd.
Outside Director (Audit and Supervisory Committee Member)of ipet Holdings, Inc.
<Reasons for nomination as candidate for Outside Director and overview of expected roles>
Mr. Makoto Sugimachi has a wealth of experience and expertise as an officer of a general insurance company, andbased on this experience and expertise he has fulfilled the role of supervising the execution of business from an
objective and professional perspective. Based on these achievements, the Company believes that Mr. Sugimachi will beable to appropriately perform his duties as an Outside Director. Accordingly, the Company asks shareholders to electMr. Sugimachi so that he may continue in the role of Outside Director.
Mr. Sugimachi’s term of office as an Outside Director of the Company will be two years at the conclusion of this
General Meeting of Shareholders.
Hitoshi Tanaka

4

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

-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
owned

Apr. 1984

6

7(Notes)Joined Sanwa & Co. (currently Deloitte Touche
Tohmatsu LLC)
Mar. 1987
Registered as a certified public accountant(Japan)Apr. 2002
Associate Professor, Waseda Business School
Shigeru Nishiyama
Apr.
2006
Professor,
Waseda Business School (current(October 27, 1961)
position)
June 2021
Outside Director of the Company (current
Reelection
position)
600 shares<Significant concurrent positions outside the Company>
OutsideProfessor, Waseda Business School
Outside Director (Audit and Supervisory Committee Member),Independent
UNIPRES CORPORATION
Outside Director (Audit Committee Member, Remuneration
Committee Member), Macromill, Inc.
External Audit & Supervisory Board Member, Marubeni
Corporation<Reasons for nomination as candidate for Outside Director and overview of expected roles>
Mr. Shigeru Nishiyama has expertise, experience and knowledge in accounting and finance, as well as a wealth ofexperience in outside officer and other roles at various companies. Thus, the Company believes that he will fulfill therole of supervising the execution of business from an objective and professional perspective based on such knowledge
and experience. Accordingly, the Company asks shareholders to elect Mr. Nishiyama so that he may continue in the roleof Outside Director.
Mr. Nishiyama’s term of office as an Outside Director of the Company will be one year at the conclusion of this
General Meeting of Shareholders.
Oct. 1995
Joined Shinohara Accounting Office
Oct. 1996
Joined Sanwa Research Institute Corporation(Currently Mitsubishi UFJ Research andConsulting Co., Ltd.)
Oct. 1997
Joined Chuo Audit Corporation
Sonoe Hasegawa
July
2000
Registeredas a certified public accountant(July 11, 1967)(Japan)Dec. 2005
Joined AZSA & Co. (Currently KPMG AZSANew election
LLC)
0 sharesNov. 2009
Representative of Hasegawa Certified Public
OutsideAccountant and Tax Accountant Office (current
position)Independent
Sept. 2010
Registered as a tax accountant<Significant concurrent positions outside the Company>
Certified Public Accountant, Certified Public Tax Accountant(Hasegawa Certified Public Accountant and Tax Accountant
Office)<Reasons for nomination as candidate for Outside Director and overview of expected roles>
Although Ms. Sonoe Hasegawa has no direct experience of being involved in corporate management, she has a highlevel of expertise, experience and knowledge in accounting and finance, and the Company believes that she will fulfill asupervisory role over business execution from an objective and professional perspective based on such knowledge andexperience. Accordingly, the Company asks shareholders to elect Ms. Hasegawa so that she be newly appointed as
Outside Director.
1. Mr. Makoto Sugimachi, candidate for Outside Director, was an executive officer of our business partner, Tokio Marine &Nichido Fire Insurance Co., Ltd. until June 2016. The value of transactions with that company for the fiscal year ended
March 31, 2022 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. Makoto Sugimachi, Mr. Shigeru Nishiyama, and Ms. Sonoe Hasegawa are candidates for Outside
Director.

-9-4. Mr. Hitoshi Tanaka, Mr. Makoto Sugimachi, and Mr. Shigeru Nishiyama are registered as independent directors inaccordance with the regulations of Tokyo Stock Exchange, Inc. If the election of these candidates is approved, they willcontinue to serve as independent directors. In addition, Ms. Sonoe Hasegawa satisfies the requirements to serve as anindependent director as stipulated by the Tokyo Stock Exchange, Inc. and, if appointed, will be reported as an independent
director.
5. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreementswith Mr. Hitoshi Tanaka, Mr. Makoto Sugimachi, and Mr. Shigeru Nishiyama to limit their liability for damages 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. If the election of the three candidates is approved, theCompany plans to continue the said agreements with them. In addition, if the election of Ms. Sonoe Hasegawa is approved,
the Company plans to enter into a similar agreement to limit her liability for damages as a Director.
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). All candidates will be included as insured persons in the aforementioned insurance agreement. In addition,
the Company intends to renew the agreement with the same details at the time of the next renewal.

- 10 -

(Reference)
Board of Directors after the proposal is approved at the General Meeting of Shareholders
Skill
Name

Title

Corporate
Management

Financial
Accounting

Construction
Technology
Safety andQuality

Sales
Marketing

Legal Affairs
RiskManagement

Sustainability

Toshiaki Majima

President and Chief
Executive Officer

〇

〇

〇

〇

Soichiro Horikawa

Director
Managing Executive
Officer

〇

〇

〇

〇

Shinsuke Unno

Director
Managing Executive
Officer〇

Hitoshi Tanaka

Outside Director

Makoto Sugimachi Outside Director

〇

〇

〇

〇

〇

〇

〇

〇

Shigeru Nishiyama Outside Director〇〇

Sonoe Hasegawa

Outside Director〇〇

Shinji Shiina

Director
Full-time Audit andSupervisory Committee
Member〇〇Yoshiaki Inagaki

Outside Director
Full-time Audit andSupervisory Committee
Member〇〇Teruoki Ninomiya

Outside Director
Audit and Supervisory
Committee Member

Hidefumi Mori

Outside Director
Audit and Supervisory
Committee Member〇〇- 11 -〇〇