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: 6104
May 30, 2019
To our shareholders:
Takahiro Mikami,
President
TOSHIBA MACHINE CO., LTD.
2-2 Uchisaiwaicho 2-Chome, Chiyoda-ku, TokyoNOTICE OF THE 96TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 96th Ordinary General Meeting of Shareholders of TOSHIBA MACHINE CO.,LTD. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or via theInternet. Please exercise your voting rights after reviewing the attached Reference Documents for the General
Meeting of Shareholders no later than 5:30 p.m., Thursday, June 20, 2019 (Japan Standard Time).
1. Date and Time: Friday, June 21, 2019 at 10:00 a.m. (Reception desk opens at 9:00 a.m.) (Japan Standard Time)
2. Venue:
Convention Hall A, Plaza Verde, 1F
1-4 Otemachi 1-Chome, Numazu City, Shizuoka
The meeting place has changed from the venue of previous meetings. Please refer to the venue
map at the end of this notice when coming to the venue (This only applies to those who received
the Japanese version of this notice).
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 96th Term (from April 1, 2018 to March 31,2019), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Board.
2. Non-Consolidated Financial Statements for the 96th Term (from April 1, 2018 to March 31, 2019)
Items to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Eight (8) Directors (excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 3:
Election of Three (3) Directors Who Are Audit and Supervisory Committee Members
Proposal 4:
Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee
Member
Proposal 5:
Determination of Remuneration Amount for Directors (excluding Directors Who Are
Audit and Supervisory Committee Members)
Proposal 6:
Determination of Remuneration Amount for Directors Who Are Audit and Supervisory
Committee Members-1-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reason for the proposal(1) The Company, in conjunction with its departure from the Toshiba Group in March 2017, will change thetrade name of the Company to SHIBAURA MACHINE CO., LTD., in order to achieve further progress.
In addition, the Company requests that a supplementary provision be established stipulating that theeffective date of this amendment to the Articles of Incorporation shall be April 1, 2020. This supplementaryprovision shall be deleted after the effective date has elapsed.
(2) The Company, by granting voting rights at meetings of the board of directors to directors who are audit
and supervisory committee members, intends to strengthen the supervisory function of the board of
directors. With the objective of improving corporate governance and further increasing corporate value,
the Company intends to make the transition to a company with audit and supervisory committee.
According to the transition to a company with an audit and supervisory committee, the Company will makethe necessary amendments including revising provisions on Directors and the Board of Directors,
establishing new provisions concerning the Audit and Supervisory Committee and Audit and Supervisory
Committee Members, and deleting the provisions concerning the Audit and Supervisory Board and Audit
and Supervisory Board Member.
(3) In conjunction with the range of officers, etc. who may enter into a liability limitation agreement having
changed due to the amendment of the Companies Act, the Company intends to amend Article 25 of thecurrent Articles of Incorporation. Note that the prior consent has been obtained from each Audit andSupervisory Board Member for this amendment.
(4) Other necessary changes including the numbering of the Articles of Incorporation will be madeaccompanying the above amendments.
Furthermore, these amendments to the Articles of Incorporation shall take effect at the conclusion of this General
Meeting of Shareholders.
2. Details of the amendments
The details of the amendments are as follows:(The amended parts are indicated by underlined text. Some underlining does not coincide with the Japanese version because oftranslation adjustments.)
Current Articles of Incorporation
Proposed amendment
CHAPTER ICHAPTER I
GENERAL PROVISIONS
GENERAL PROVISIONS(Trade Name)(Trade Name)
Article 1.
Article 1.
The name of the Company shall be “TOSHIBA KIKAIThe name of the Company shall be “SHIBAURA KIKAIKABUSHIKI KAISYA” and shall be expressed in English as
KABUSHIKI KAISYA” and shall be expressed in English as“Toshiba Machine Co., Ltd.”“SHIBAURA MACHINE CO., LTD.”
Article 2. to Article 3. (Omitted)
Article 2. to Article 3. (Unchanged)(Organizations)(Organizations)
Article 4.
Article 4.
The Company shall have the following organizations in
The Company shall have the following organizations inaddition to the General Meeting of Shareholders and Directors:
addition to the General Meeting of Shareholders and Directors:(1) Board of Directors(1) Board of Directors(2) Audit and Supervisory Board Members(2) Audit and Supervisory Committee(3) Audit and Supervisory Board(Deleted)(4) Accounting Auditor(3) Accounting Auditor
Article 5. to Article 8. (Omitted)
Article 5. to Article 8. (Unchanged)(Administrator of Shareholder Registry)(Administrator of Shareholder Registry)
Article 9.
Article 9.
1. (Omitted)
1. (Unchanged)
2. The Administrator of the Shareholder Registry and its
2. The Administrator of the Shareholder Registry and its
office shall be designated by a resolution of the Board of
office shall be designated by the Board of Directors or
Directors, and a public notice thereof shall be given.
Directors delegated to do so by a resolution of the Board of
Directors, and a public notice thereof shall be given.

-2-Current Articles of Incorporation
Proposed amendment
3. (Omitted)
3. (Unchanged)(Rule for Handling Shares)(Rule for Handling Shares)
Article 10.
Article 10.
Any procedures and fees relating to shares in the Company
Any procedures and fees relating to shares in the Company
shall be governed by the Rule for Handling Shares to beshall be governed by the Rule for Handling Shares to beestablished by the Board of Directors, except as provided for by established by the Board of Directors or by Directors delegatedlaws and regulations or these Articles of Incorporation.
to do so by a resolution by the Board of Directors, except asprovided for by laws and regulations or these Articles ofIncorporation.
Article 11. to Article 17. (Omitted)
Article 11. to Article 17. (Unchanged)
CHAPTER IV
CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORSDIRECTORS AND BOARD OF DIRECTORS(Fixed Number and Election of Directors)(Fixed Number and Election of Directors)
Article 18.
Article 18.
1. The total number of Directors of the Company shall be
1. The total number of Directors (excluding Directors who are
fifteen (15) or fewer. Each Director shall be elected at a
Audit and Supervisory Committee Members) of theGeneral Meeting of Shareholders.
Company shall be twelve (12) or fewer, and the total
number of Directors who are Audit and Supervisory
Committee Members shall be five (5) or fewer. Each
Director shall be elected at a General Meeting of
Shareholders; provided, however, that Directors who are
Audit and Supervisory Committee Members shall beelected by distinguishing them and other Directors.
2. (Omitted)
3. (Omitted)(Terms of Office of Directors)
Article 19.
The term of office of each Director shall expire at the close ofan Ordinary General Meeting of Shareholders held inconnection with the last business year which ends within one(1) year following his or her election.

2. (Unchanged)
3. (Unchanged)(Terms of Office of Directors)
Article 19.
1. The term of office of each Director (excluding Director
who is an Audit and Supervisory Committee Member) shall
expire at the close of an Ordinary General Meeting of
Shareholders held in connection with the last business year
which ends within one (1) year following his or her
election.
(Newly established)
2. The term of office of each Director Who is an Audit andSupervisory Committee Member) shall expire at the closeof an Ordinary General Meeting of Shareholders held inconnection with the last business year which ends within
two (2) years following his or her election.
(Newly established)
3. The term of office of a Director who is an Audit andSupervisory Committee Member and elected as thesubstitute for an Director who was an Audit andSupervisory Committee Member and retired from office
before the expiration of the term of office shall continue
until the time the term of office of the Director who was an
Audit and Supervisory Committee Member and retired
from office is to expire.
Article 20. (Omitted)
Article 20. (Unchanged)(Convening Meetings of Board of Directors)(Convening Meetings of Board of Directors)
Article 21.
Article 21.
1. For convocation of a meeting of the Board of Directors, a
1. For convocation of a meeting of the Board of Directors, a
notice shall be dispatched to each Director at least three (3)notice shall be dispatched to each Director and each Audit
days prior to the date set for such meeting; provided,and Supervisory Board Member at least three (3) days priorhowever, that, in case of urgency, the above period may beto the date set for such meeting; provided, however, that, inshortened.
case of urgency, the above period may be shortened.
2. With unanimous approval of all Directors, a meeting of the
2. With unanimous approval of all Directors and all Audit andBoard of Directors may be held without the convocation
Supervisory Board Members, a meeting of the Board ofprocedures.
Directors may be held without the convocation procedures.
(Representative Directors and Directors with Special Titles)(Representative Directors and Directors with Special Titles)-3-

Current Articles of Incorporation
Article 22.
1. The Board of Directors shall appoint by its resolutions
three (3) or fewer Representative Directors.

2. The Board of Directors may appoint by its resolutions one(1) Chairperson and Director, one (1) President andDirector, some Vice Presidents and Directors, some Senior
Managing Directors and some Managing Directors.

(Newly established)

Proposed amendment
Article 22.
1. The Board of Directors shall appoint by its resolutions
three (3) or fewer Representative Directors from Directors(excluding Directors who are Audit and Supervisory
Committee Members).
2. The Board of Directors may appoint by its resolutions one(1) Chairperson and Director and one (1) President andDirector from Directors (excluding Directors who are Audit
and Supervisory Committee Members).
(Delegation of decision regarding execution of important
operations)
Article 23.
The Company may, pursuant to the provisions of Article 39913, paragraph 6 of the Companies Act, delegate all or part of adecision regarding execution of important operations(excluding matters set forth in each item of Article 399-13,
paragraph 5 of the Companies Act) to Directors by resolutionof the Board of Directors.
Article 24. (Unchanged)(Minutes of Meetings of Board of Directors)
Article 25.
1. With respect to each meeting of the Board of Directors, asummary of proceedings thereat and their outcome, andany other such matters relating to those proceedings asprovided for in laws and regulations shall be set forth orrecorded in minutes of the meeting, which shall be affixedwith the names and seals or electronic signatures of
Directors present at the meeting.

Article 23. (Omitted)(Minutes of Meetings of Board of Directors)
Article 24.
1. With respect to each meeting of the Board of Directors, asummary of proceedings thereat and their outcome, andany other such matters relating to those proceedings asprovided for in laws and regulations shall be set forth orrecorded in minutes of the meeting, which shall be affixedwith the names and seals or electronic signatures of
Directors and Audit and Supervisory Board Memberspresent at the meeting.
2. (Omitted)
2. (Unchanged)
3. (Omitted)
3. (Unchanged)(Liability Limitation Agreements with Outside Directors)(Liability Limitation Agreements with Non-executive Directors)
Article 26.
Article 25.
In accordance with the provision of Article 427, paragraph 1 of
In accordance with the provision of Article 427, paragraph 1 of
the Companies Act, the Company may enter into an agreement
the Companies Act, the Company may enter into an agreementwith any Outside Director of the Company that limits thewith any Director (excluding Non-executive Directors) of theOutside Director’s liability for damage provided for in Article
Company that limits the Director’s liability for damage
423, paragraph 1 of the Companies Act; provided, however,provided for in Article 423, paragraph 1 of the Companies Act;
that the limit of such liability under such agreement shall be theprovided, however, that the limit of such liability under suchamount prescribed by applicable laws or regulations.
agreement shall be the amount prescribed by applicable laws or
regulations.
CHAPTER V(Deleted)
AUDIT AND SUPERVISORY BOARD MEMBERS AND
AUDIT AND SUPERVISORY BOARD(Fixed Number and Election of Audit and Supervisory Board
Members)
Article 26.
(Deleted)
1. The number of Audit and Supervisory Board Members of
the Company shall be four (4) or fewer. Each Audit andSupervisory Board Member shall be elected at a General
Meeting of Shareholders.
2. Election of Audit and Supervisory Board Members shall be
by majority votes of all shareholders entitled to exercise
their voting rights and present at a General Meeting of
Shareholders where shareholders holding one-third (1/3) ormore of all voting rights of shareholders entitled to exercise
their voting rights shall be present.
(Terms of Office of Audit and Supervisory Board Members)-4-Current Articles of Incorporation
Article 27.
1. The term of office of each Audit and Supervisory Board
Members shall expire at the close of an Ordinary General
Meeting of Shareholders held in connection with the lastbusiness year which ends within four (4) years following
his or her election.
2. The term of office of an Audit and Supervisory Board
Member who is elected as the substitute for an Audit andSupervisory Board Member who retired from office before
the expiration of the term of office shall continue until thetime the term of office of the Audit and Supervisory Board
Member who retired from office is to expire.
(Full-time Audit and Supervisory Board Members)
Article 28.
The Audit and Supervisory Board shall appoint full-time Audit
and Supervisory Board Members by its resolution.
(The Audit and Supervisory Board)
Article 29.
The Company’s Audit and Supervisory Board Members shallconstitute the Audit and Supervisory Board.
(Convening Meetings of Audit and Supervisory Board)
Article 30.
1. For convocation of a meeting of the Audit and Supervisory
Board, a notice shall be dispatched to each Audit andSupervisory Board Member at least three (3) days prior to
the date set for such meeting; provided, however, that, incase of urgency, the above period may be shortened.
2. With unanimous approval of all Audit and Supervisory
Board Members, a meeting of the Audit and Supervisory
Board may be held without the convocation procedures.
(Minutes of Meetings of Audit and Supervisory Board)
Article 31.
1. With respect to each meeting of the Audit and Supervisory
Board, a summary of proceedings thereat and theiroutcome, and any other such matters relating to those
proceedings as provided for in laws and regulations shallbe set forth or recorded in minutes of the meeting, whichshall be affixed with the names and seals or electronic
signatures of Audit and Supervisory Board Memberspresent at the meeting.
2. The minutes of each meeting of the Audit and Supervisory
Board shall be kept at the head office of the Company forten (10) years.
(Liability Limitation Agreements with Outside Audit andSupervisory Board Members)
Article 32.
In accordance with the provision of Article 427, paragraph 1 of
the Companies Act, the Company may enter into an agreementwith any Outside Audit and Supervisory Board Member of theCompany that limits the Outside Audit and Supervisory Board
Member’s liability for damage provided for in Article 423,
paragraph 1 of the Companies Act; provided, however, that thelimit of such liability under such agreement shall be the amountprescribed by applicable laws or regulations.

-5-

Proposed amendment(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)

Article 33. to Article 38. (Omitted)(Newly established)

Proposed amendment
CHAPTER V
AUDIT AND SUPERVISORY COMMITTEE(Full-time Audit and Supervisory Committee Members)
Article 27.
The Audit and Supervisory Committee shall appoint full-time
Audit and Supervisory Committee Members by its resolutions.
(Audit and Supervisory Committee)
Article 28.
The Company’s Audit and Supervisory Committee Members
shall constitute the Audit and Supervisory Committee.
(Convening Meetings of Audit and Supervisory Committee)
Article 29.
1. For convocation of a meeting of the Audit and Supervisory
Committee, a notice shall be dispatched to each Audit andSupervisory Committee Member at least three (3) days
prior to the date set for such meeting; provided, however,
that, in case of urgency, the above period may be
shortened.
2. With unanimous approval of all Audit and Supervisory
Committee Members, a meeting of the Audit andSupervisory Committee may be held without the
convocation procedures.
(Minutes of Meetings of Audit and Supervisory Committee)
Article 30.
1. With respect to each meeting of the Audit and Supervisory
Committee, a summary of proceedings thereat and theiroutcome, and any other such matters relating to those
proceedings as provided for in laws and regulations shallbe set forth or recorded in minutes of the meeting, whichshall be affixed with the names and seals or electronic
signatures of Audit and Supervisory Committee Memberspresent at the meeting.
2. The minutes of each meeting of the Audit and Supervisory
Committee shall be kept at the head office of the Company
for ten (10) years.
Article 31. to Article 36. (Unchanged)
Supplementary provision
The amendments to Articles 1 (Trade Name) shall take effecton April 1, 2020. Meanwhile, the supplementary provision shallbe deleted after the effective date of the amendments to Article
1.

-6-

Proposal 2:

Election of Eight (8) Directors (excluding Directors Who Are Audit and Supervisory
Committee Members)

The Company will make the transition to a company with audit and supervisory committee once Proposal 1 “Partial
Amendments to the Articles of Incorporation” is approved and adopted as proposed. Furthermore, the term of officeof all the current nine Directors will expire at the conclusion of this General Meeting of Shareholders.
Therefore, the Company proposes that eight Directors (excluding Directors who are Audit and Supervisory
Committee Members; applicable to the rest of this proposal) be elected. This proposal, however, can only take effectafter Proposal 1 “Partial Amendments to the Articles of Incorporation” takes effect.
The candidates for Director are as follows:
No.

Name

Current position and responsibilities in the
Company

Attendance at the
Notes

1

Yukio Iimura

Chairman and Chief Executive Officer[Reelection]

2

Takahiro Mikami

President and Chief Operating Officer[Reelection]

Board of Directors
meetings
18 of 18
(100%)
18 of 18
(100%)

Representative Director and Executive
Operating Officer
Machine Tools Business Unit General
3

Shigetomo Sakamoto

Manager, Compliance Division General
Manager, Security and Regulation Control[Reelection]

18 of 18
(100%)[Reelection]

18 of 18
(100%)[Reelection][Outside]

18 of 18

Division General Manager, and Gotemba
Plant General Manager
Director and Senior Managing Executive
4

Akiyoshi Kobayashi

Officer
Corporate Strategic Planning Division
General Manager, and Engineering and
Quality Division General Manager

5

Kiyoshi Sato

Outside Director[Independent]
6

Seigo Iwasaki

Outside Director[Reelection][Outside][Independent](100%)
14 of 14
(100%)[New election]
7

Hiroshi Inoue―

8

Kazumine Terawaki―[Outside][Independent]―[New election]

Note:[Outside]―[Independent]
For Seigo Iwasaki, the attendance status at meetings of Board of Directors only incorporates the meetings of the Board of
Directors that have been held since his appointment on June 22, 2018.

-7-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1980
Oct. 2000
Oct. 2004

Yukio Iimura(June 17, 1956)[Reelection]
1

June 2006
June 2008
June 2009
June 2013
Apr. 2017
May 2017

2

Joined the Company
Injection Molding Machine Engineering
Department Senior Manager of the Company
Micro-Pattern Imprinting Device Division
General Manager of the Company
Director of the Company
Headquarters of Engineering Division General
Manager of the Company
President of the Company
President and Chief Executive Officer of theCompany
Chairman and Chief Executive Officer of theCompany (present position)
Chairman of Japan Machine Tool Builders’
Association (present position)

Number of theCompany’s shares
owned

23,100[Reasons for nomination as candidate for Director]
Since being appointed President of the Company in 2009, Yukio Iimura has used his strong leadership skills to guide thewhole Group. Since April 2017, he has served as Chairman and Chief Executive Officer of the Company, and has been
involved in management of the Group with the aim of continuing to further enhance corporate value. We expect him tostrengthen corporate governance and the management structure still further, and have thus nominated him as a candidate
for Director.
[Attendance at the Board of Directors meetings (from April 1, 2018 to March 31, 2019)]
Attended all of the 18 meetings
Apr. 1982
Joined the Company
Oct. 2007
Die Casting Machine Sales Department Senior
Manager of the Company
June 2011
Die Casting Machine Division General
Manager of the Company
June 2013
Executive Officer, Molding Machinery
Business Unit Deputy General Manager of theCompany
Takahiro Mikami
June 2014
Director and Executive Officer, Molding(October 13, 1959)
8,700
Machinery Business Unit General Manager, andSagami Plant General Manager of the Company[Reelection]
June 2015
Director and Managing Executive Officer of theCompany
June 2016
Administration Division General Manager,
Tokyo Head Office General Manager, and in
charge of Sales Promotion Department of theCompany
Apr. 2017
President and Chief Operating Officer of theCompany (present position)[Reasons for nomination as candidate for Director]
Takahiro Mikami was appointed President and Chief Operating Officer of the Company in April 2017, becoming
responsible for management of the Group, based on his extensive experience and achievements gained throughexecution of operation both in operating divisions and administrative divisions. We expect him to promote the Group
operations and strengthen the management structure still further, and have thus nominated him as a candidate for
Director.
[Attendance at the Board of Directors meetings (from April 1, 2018 to March 31, 2019)]
Attended all of the 18 meetings

-8-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1983
June 2006
June 2009
June 2010
Oct. 2010
June 2013

Shigetomo Sakamoto(May 22, 1958)

June 2016[Reelection]
3

Apr. 2017

June 2017

Joined the Company
Corporate Planning Division General Managerof the Company
Director of the Company
Tokyo Head Office General Manager of theCompany
Global Corporate Strategy Division General
Manager of the Company
Director and Managing Executive Officer,
Component Business Unit General Manager,
and Corporate Planning Division General
Manager of the Company
Representative Director and Executive
Operating Officer, Compliance Division
General Manager, Security and Regulation
Control Division General Manager (present
position), Corporate Strategic Planning
Division General Manager, and Sagami Plant
General Manager of the Company
Machine Tools Business Unit General Manager
and Gotemba Plant General Manager of theCompany (present position)
In charge of Corporate Strategic Planning
Division and in charge of TQM Promotion
Division

Number of theCompany’s shares
owned

5,800

[Reasons for nomination as candidate for Director]
Since being appointed as Director, Shigetomo Sakamoto has played a central role in the Group management, including
overseas business based on his extensive experience and achievements, particularly in the Corporate Strategic Planning
Division in the past. We believe that he is qualified to further strengthen the Group management and global expansion,and have high expectations for his management decision-making and oversight. Accordingly, we have nominated him
as a candidate for Director.
[Attendance at the Board of Directors meetings (from April 1, 2018 to March 31, 2019)]
Attended all of the 18 meetings

-9-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1985
Oct. 2004
June 2013
June 2014

Akiyoshi Kobayashi(November 14, 1960)[Reelection]

June 2015

June 2016
Apr. 2017

4
June 2018

5

Joined the Company
Extrusion Machine Engineering Department
Senior Manager of the Company
Extrusion Machine Division General Managerof the Company
Executive Officer, Advanced Machinery
Business Unit Deputy General Manager of theCompany
Director and Executive Officer, Advanced
Machinery Business Unit General Manager of
the Company
In charge of Control Systems Division of theCompany
Molding Machinery Business Unit General
Manager, Administration Division General
Manager, and Sagami Plant General Managerof the Company
Director and Senior Managing Executive
Officer, Corporate Strategic Planning Division
General Manager, and Engineering and Quality
Division General Manager (present position)

Number of theCompany’s shares
owned

4,500

[Reasons for nomination as candidate for Director]
Since being appointed as Director, Akiyoshi Kobayashi has been involved with management from the perspective of the
Corporate Strategic Planning Division and the Research and Development Division, based on his extensive experienceand achievements gained through execution of operation in the Extrusion Machine business in the past. We believe that
he will continue to be an appropriate appointment to expand the Group’s business, refine the Group’s technology andraise quality, and have high expectations for his management decision-making and oversight. Accordingly, we havenominated him as a candidate for Director.
[Attendance at the Board of Directors meetings (from April 1, 2018 to March 31, 2019)]
Attended all of the 18 meetings
Apr. 1979
Joined Tokyo Electron Limited
Apr. 2003
Senior Executive, president’s office of Tokyo
Electron Limited
June 2003
President and CEO of Tokyo Electron Limited
Apr. 2009
Vice Chairman of the Board of Tokyo Electron
Kiyoshi Sato
Limited(April 2, 1956)
June 2011
Director of Tokyo Electron Limited
0[Reelection]
Chairman of Tokyo Electron America, Inc.
[Candidate for Outside Director]
Chairman of Tokyo Electron Europe, Ltd.
[Candidate for Independent
Nov. 2013
Director of Tokyo Electron Limited, President
Officer]of TEL Solar AG
June 2016
Audit and Supervisory Board Member of Tokyo
Electron Yamanashi Limited
June 2017
Outside Director of the Company (present
position)[Reasons for nomination as candidate for Outside Director]
Kiyoshi Sato possesses an impressive character and knowledge, and we believe that he will be able to fulfill his
responsibilities as Outside Director by utilizing his extensive experience and knowledge gained by the businessoverseas, and as an officer for other companies. Accordingly, we have nominated him as a candidate for Outside
Director.
[Regarding Independence]
There is no special interest between Kiyoshi Sato and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2018 to March 31, 2019)]
Attended all of the 18 meetings- 10 -

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Mar. 1969
July 1988

6

Number of theCompany’s shares
ownedJoined SHIZUOKA GAS Co., Ltd.
General Planning Group Leader of SHIZUOKAGAS Co., Ltd.
Mar. 1996
Director of SHIZUOKA GAS Co., Ltd.
Mar. 2000
Managing Director of SHIZUOKA GAS Co.,
Ltd.
Mar. 2001
Senior Managing Director of SHIZUOKA GAS
Seigo Iwasaki
Co., Ltd.
(October 8, 1946)
Mar. 2006
Representative Director and President of
SHIZUOKA GAS Co., Ltd.
1,000
[Reelection]
Jan. 2011
Representative Director and Chairman of[Candidate for Outside Director]
SHIZUOKA GAS Co., Ltd.
[Candidate for Independent
May 2014
Outside Director of STAR MICRONICS CO.,
Officer]LTD. (present position)
June 2015
Outside Director of Murakami Corporation(present position)
Jan. 2018
Director and Special Adviser of SHIZUOKAGAS Co., Ltd. (present position)
June 2018
Outside Director of the Company (present
position)[Reasons for nomination as candidate for Outside Director]
Seigo Iwasaki possesses an impressive character and knowledge, and we believe that he will be able to fulfill his
responsibilities as Outside Director by utilizing his extensive experience and knowledge gained as an officer for othercompanies. Accordingly, we have nominated him as a candidate for Outside Director.
[Regarding Independence]
There is no special interest between Seigo Iwasaki and the Company. There is no special interest between SHIZUOKAGAS Co., Ltd., STAR MICRONICS CO., LTD., and Murakami Corporation at which he is engaged in his main
concurrent post, and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2018 to March 31, 2019)]
Of 18 meetings, attended all 14 meetings held after his appointment- 11 -

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1963
June 1993
June 1996

7

Number of theCompany’s shares
ownedJoined Tokyo Broadcasting System, Inc.
Director of Tokyo Broadcasting System, Inc.
Managing Director of Tokyo Broadcasting
System, Inc.
June 1997
Senior Managing Director of Tokyo
Broadcasting System, Inc.
June 2001
Vice President and Representative Director ofTokyo Broadcasting System, Inc.
June 2002
President and Representative Director of Tokyo
Broadcasting System, Inc.
Hiroshi Inoue
Oct. 2004
President and Representative Director of Tokyo(January 5, 1940)
Broadcasting System Television, Inc.
June 2006
Outside Director of Tokyo Electron Limited
0[New election](present position)[Candidate for Outside Director] Apr. 2009
Chairman and Representative Director of Tokyo[Candidate for Independent
Broadcasting System Holdings, Inc.
Officer]
Chairman and Representative Director of Tokyo
Broadcasting System Television, Inc.
Apr. 2012
President of The Japan Commercial
Broadcasters Association (general incorporated
association)
Apr. 2016
Honorary Chairman and Director of Tokyo
Broadcasting System Holdings, Inc.
Honorary Chairman and Director of Tokyo
Broadcasting System Television, Inc.
June 2018
Executive Advisor of Tokyo Broadcasting
System Television, Inc. (present position)[Reasons for nomination as candidate for Outside Director]
Hiroshi Inoue possesses an impressive character and knowledge, and we believe that he will be able to fulfill his
responsibilities as Outside Director by utilizing his extensive experience and knowledge gained as an officer for othercompanies. Accordingly, we have nominated him as a candidate for Outside Director.
[Regarding Independence]
There is no special interest between Hiroshi Inoue and the Company. There is no special interest between withTokyo
Broadcasting System Television and Tokyo Electron Limited, at which he is engaged in his main concurrent posts, andthe Company.

- 12 -

No.

Name (Date of birth)

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

8

Notes:

1.
2.
3.

4.

5.

Number of theCompany’s shares
owned

Prosecutor of Tokyo District Public Prosecutors
OfficeJan. 2014
Director-General of Public Security Intelligence
AgencyJan. 2015
Superintending Prosecutor, Sendai High
Prosecutors Office
Kazumine Terawaki
Sept. 2016
Superintending Prosecutor, Osaka High(April 13, 1954)
Prosecutors Office
Apr. 2017Retired from his post of Superintending
0[New election]
Prosecutor, Osaka High Prosecutors Office[Candidate for Outside Director]
June 2017
Lawyer registration (Tokyo Bar Association ),[Candidate for Independent
Joined Satoshi Suzuki Law Office (present
Officer]position)
Feb. 2018
Outside Corporate Auditor of Kewpie
Corporation (present position)
June 2018
External Audit and Supervisory Board Memberof The Shoko Chukin Bank, Ltd. (present
position)[Reasons for nomination as candidate for Outside Director]
Kazumine Terawaki possesses an impressive character and knowledge, and we believe that he will be able to fulfill his
responsibilities as Outside Director by utilizing his extensive experience and knowledge gained as an officer for othercompanies. Accordingly, we have nominated him as a candidate for Outside Director.
[Regarding Independence]
There is no special interest between Kazumine Terawaki and the Company. There is no special interest between with
Kewpie Corporation and The Shoko Chukin Bank, Ltd., at which he is engaged in his main concurrent posts, and theCompany.
There is no special interest between the above candidates for Director and the Company.
Kiyoshi Sato, Seigo Iwasaki, Hiroshi Inoue and Kazumine Terawaki are candidates for Outside Director.
Both Kiyoshi Sato and Seigo Iwasaki are currently Outside Directors of the Company, and at the conclusion of this General
Meeting of Shareholders, Kiyoshi Sato and Seigo Iwasaki will have served as Outside Directors for two years and one
year respectively.
In accordance with the Articles of Incorporation of the Company and Article 427, paragraph 1 of the Companies Act, theCompany has concluded limited liability agreements referred to in Article 423, paragraph 1 of the Companies Act with
Kiyoshi Sato and Seigo Iwasaki, which prescribe that the maximum extent of the liability for damages shall be the amountset forth in laws and regulations. If their reelections are approved, the Company plans to continue these limited liability
agreements. If the elections of Hiroshi Inoue and Kazumine Terawaki are approved, the Company plans to conclude thesame limited liability agreement with them.
The Company has designated both Kiyoshi Sato and Seigo Iwasaki as Independent officers based on the stipulation by the
Tokyo Stock Exchange and registered them to the said exchange. If their reelections are approved, the Company plans tocontinue their registration as the Independent officers. In addition, both Hiroshi Inoue and Kazumine Terawaki meet therequirements for Independent officers based on the regulations of the Tokyo Stock Exchange, and in the event that theirelections are approved, the Company plans to designate them as Independent officers.

- 13 -

Proposal 3:

Election of Three (3) Directors Who Are Audit and Supervisory Committee Members

The Company will make the transition to a company with audit and supervisory committee once Proposal 1 “Partial
Amendments to the Articles of Incorporation” is approved and adopted as proposed.
Therefore, the Company proposes that three Directors who are Audit and Supervisory Committee Members beelected.
In addition, the prior consent of the Audit and Supervisory Board has been obtained for this proposal.
This proposal, however, can only take effect after Proposal 1 “Partial Amendments to the Articles of Incorporation”
takes effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Attendance at
No.

Name

Current position andresponsibilities in the Company

1

Hiroshi Takahashi

Full-time Audit and Supervisory
Board Member

2

Yoshihiro Ogura

Outside Director

Notes[New election][New election]

3
Note:

Yutaka Usami

Outside Audit and Supervisory
Board Member[Outside][Independent][New election][Outside]

the Board of
Directors

Attendance at
the Audit andSupervisory

meetings

Boardmeetings

14 of 14
(100%)

10 of 10
(100%)

17 of 18(94%)
18 of 18

14 of 14

(100%)[Independent]
For Hiroshi Takahashi, the attendance status at meetings of Board of Directors and the Audit and Supervisory Board only
incorporates the meetings of the Board of Directors and the Audit and Supervisory Board that have been held since his
appointment on June 22, 2018.

- 14 -(100%)―

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1985
June 2010

1

2

Number of theCompany’s shares
ownedJoined the Company
Finance Division General Manager of theCompany
June 2013
Executive Officer and Planning Division
Deputy General Manager of the Company
Hiroshi Takahashi(January 12, 1963)
June 2016
Corporate Strategic Planning Division Deputy
1,700
General Manager and Corporate Planning[New election]
Department Senior Manager of the Company
June 2017
Corporate Strategic Planning Division General
Manager of the Company
June 2018
Full-time Audit and Supervisory Board
Member of the Company (present position)[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Since joining the Company, Hiroshi Takahashi has gained extensive experience and achievements through his career
mainly in the accounting division while working overseas, and has an impressive character and knowledge. We believethat he will be able to carry out supervision and audits of the execution of duties by Directors from a professional andobjective perspective and contribute to the soundness of the Company’s management. Accordingly, we have nominatedhim as a candidate for Director who is an Audit and Supervisory Committee Member.
[Attendance at the Board of Directors meetings (from April 1, 2018 to March 31, 2019)]
Of 18 meetings, attended all 14 meetings held after his appointment[Attendance at the Audit and Supervisory Board meetings (from April 1, 2018 to March 31, 2019)]
Of 14 meetings, attended all 10 meetings held after his appointment
Apr. 1973
Lawyer registration (DAINI TOKYO BAR
ASSOCIATION); Joined Takeshi Niiya Law
OfficeApr. 1982
Established Ogura Tanaka Law Office(currently Hibiki Law Office) (present position)
June 1994
Outside Audit and Supervisory Board Member
Yoshihiro Oguraof Tokyo Aircraft Instrument Co., Ltd.
(December 8, 1945)
June 2009
Outside Audit and Supervisory Board Member
1,400[New election]of Nippon Steel Trading Co., Ltd. (currently[Candidate for Outside Director]
NIPPON STEEL TRADING CORPORATION)[Candidate for Independent
June 2013
Outside Director of the Company (present
Officer]position)
June 2016
Outside Director, Member of the Board of
NIPPON STEEL & SUMIKIN BUSSAN
CORPORATION (currently NIPPON STEELTRADING CORPORATION) (present
position)[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member]
Yoshihiro Ogura possesses an impressive character and knowledge, and we believe that he will be able to fulfill his
responsibilities as Outside Director by utilizing his extensive experience and knowledge gained as a lawyer and as an
outside officer for other companies. Accordingly, we have nominated him as a candidate for Outside Director who is an
Audit and Supervisory Committee Member.
[Regarding Independence]
There is no special interest between Yoshihiro Ogura and the Company. There is no special interest between NIPPONSTEEL TRADING CORPORATION, at which he is engaged in his main concurrent post, and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2018 to March 31, 2019)]
Attended 17 of the 18 meetings- 15 -

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Oct. 1984

3

Notes:

1.
2.

3.

4.

Number of theCompany’s shares
ownedJoined Tetsuzo Ota & Co. (currently Ernst &Young ShinNihon LLC)
Aug. 1988
Registered as a certified public accountant
Oct. 2006
Resigned as Representative Partner of
ShinNihon & Co. (currently Ernst & Young
ShinNihon LLC)
Nov. 2006
Established Management Power Exchange Ltd.
Representative Director (present position)
Yutaka Usami
Jan. 2007
Established Usami Yutaka Certified Public(April 28, 1958)
Accountant Office (present position)
Sep. 2011
Outside Audit and Supervisory Board Member
0[New election]
of NISHIKAWA KEISOKU Co., LTD.
[Candidate for Outside Director]
Apr. 2012
Auditor of National Graduate Institute for[Candidate for Independent
Policy Studies (present position)
Officer]
July 2012
Outside Auditor of PADECO Co., Ltd.
June 2014
Supervisory Officer of Tokio Marine Private
Reit Inc. (present position)
June 2015
Outside Audit and Supervisory Board Memberof the Company (present position)
Sep. 2015
Outside Director (Audit and Supervisory
Committee Member) of NISHIKAWA
KEISOKU Co., LTD. (present position)[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member]Yutaka Usami possesses an impressive character and knowledge, and we believe that he will be able to fulfill his
responsibilities as Outside Director who is an Audit and Supervisory Committee Member by utilizing his extensive
experience and knowledge gained as a certified public accountant and as an outside officer for other companies.
Accordingly, we have nominated him as a candidate for Outside Director.
[Regarding Independence]
There is no special interest between Yutaka Usami and the Company. There is no special interest between Management
Power Exchange Ltd., NISHIKAWA KEISOKU Co., LTD. and Tokio Marine Private Reit Inc., at which he is engaged
in his main concurrent posts, and the Company.
Mr. Usami was a partner of the Company's Accounting Auditor, Ernst & Young ShinNihon LLC, but was not involvedin the auditing procedures of the Company during his tenure, and resigned from the audit corporation in October 2006.
[Attendance at the Board of Directors meetings (from April 1, 2018 to March 31, 2019)]
Attended all of the 18 meetings[Attendance at the Audit and Supervisory Board meetings (from April 1, 2018 to March 31, 2019)]
Attended all of the 14 meetings
Yoshihiro Ogura and Yutaka Usami are candidates for Outside Director.
Yoshihiro Ogura is currently Outside Director of the Company, and at the conclusion of this General Meeting of
Shareholders, he will have served as Outside Director for six years.
Yutaka Usami is currently Outside Audit and Supervisory Board Member of the Company, and at the conclusion of this
General Meeting of Shareholders, he will have served as Audit and Supervisory Board Member for four years.
In accordance with the Articles of Incorporation of the Company and Article 427, paragraph 1 of the Companies Act, if
the election of Yoshihiro Ogura and Yutaka Usami are approved, the Company plans to conclude a limited liability
agreement referred to in Article 423, paragraph 1 of the Companies Act to the amount stipulated by laws and regulations
with them. The Company concluded the same limited liability agreement with Yoshihiro Ogura as Outside Director.
The Company has designated both Yoshihiro Ogura and Yutaka Usami as Independent officers based on the stipulation by
the Tokyo Stock Exchange and registered them to the said exchange. If their elections are approved, the Company plans
to continue their registration as the Independent officers.

- 16 -

Proposal 4:

Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee Member

The Company will make the transition to a company with audit and supervisory committee once Proposal 1 “Partial
Amendments to the Articles of Incorporation” is approved and adopted as proposed.
Therefore, the Company proposes that one substitute Director who is an Audit and Supervisory Committee Member
be elected to be ready to fill a vacant position should the number of Directors who are Audit and Supervisory
Committee Members fall below the number required by laws and regulations.
In addition, the prior consent of the Audit and Supervisory Board has been obtained for this proposal.
This proposal, however, can only take effect after Proposal 1 “Partial Amendments to the Articles of Incorporation”
takes effect.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary (Significant concurrent positions outside the Company)
Apr. 1982

Number of theCompany’s shares
owned

Lawyer registration (DAIICHI TOKYO BAR
ASSOCIATION)
Apr. 1989
Partner Lawyer of Atago Law Office
May 2003
Partner Lawyer of Greenhill Law and Patent Office (present
position)
Apr. 2005
Vice-president of DAIICHI TOKYO BAR ASSOCIATION
Akifumi Imamura
June 2005
Outside Audit and Supervisory Board Member of JBCC
0(April 18, 1953)
Holdings Inc.
June 2011
Outside Audit and Supervisory Board Member of Itoham
Foods Inc.
Apr. 2016
Outside Audit and Supervisory Board Member of ITOHAMYONEKYU HOLDINGS INC. (present position)
June 2016
Audit and Supervisory Committee Member/Outside Directorof JBCC Holdings Inc. (present position)[Reasons for nomination as candidate for Outside Director who is a substitute Audit and Supervisory Committee Member]
Akifumi Imamura has an impressive character and knowledge, and we believe that he will be able to reflect his extensive experienceand knowledge gained as a lawyer and an outside officer for other companies. Accordingly, we have nominated him as a candidate
for Outside Director who is a substitute Audit and Supervisory Committee Member.
[Regarding Independence]
There is no special interest between Akifumi Imamura and the Company. There is no special interest between ITOHAM YONEKYUHOLDINGS INC. and JBCC Holdings Inc., at which he is engaged in his main concurrent post, and the Company. Mr. Imamura
satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.
Notes: 1. Akifumi Imamura is a candidate for substitute Outside Director.
2. In accordance with the Articles of Incorporation of the Company and Article 427, paragraph 1 of the Companies Act, if
Akifumi Imamura is appointed as an Outside Director who is an Audit and Supervisory Committee Member, the Company
plans to conclude a limited liability agreement referred to in Article 423, paragraph 1 of the Companies Act with him,
which prescribes that the maximum extent of the liability for damages shall be the amount set forth in laws and regulations.

- 17 -

Proposal 5:

Determination of Remuneration Amount for Directors (excluding Directors Who Are Audit andSupervisory Committee Members)

The Company will make the transition to a company with audit and supervisory committee once Proposal 1 “Partial
Amendments to the Articles of Incorporation” is approved and adopted as proposed.
At the 85th Ordinary General Meeting of Shareholders held on June 26, 2008, approval was received for annual
remuneration not exceeding ¥400 million for Directors of the Company, and this system has remained in place to thisday. However, in conjunction with the transition to a company with audit and supervisory committee, the Company
proposes that this system be abolished, and a new remuneration amount for Directors (excluding Directors who are
Audit and Supervisory Committee Members) be set. Taking the amount of annual remuneration for Directors up until
now, the current economic environment, and other circumstances into consideration, the Company proposes that the
new annual remuneration amount be set at an amount not exceeding ¥500 million (including the amount of no morethan ¥150 million annually for Outside Directors).
In addition, the remuneration amount shall not include salaries of employees concurrently serving as Director.
There are currently nine Directors (of which three are Outside Directors), and if Proposal 1 and Proposal 2 areapproved and adopted as proposed, the number of Directors to whom this proposal applies (excluding Directors who
are Audit and Supervisory Committee Members) will be eight (of which four are an Outside Director).
This proposal, however, can only take effect after Proposal 1 “Partial Amendments to the Articles of Incorporation”
takes effect.

- 18 -

Proposal 6:

Determination of Remuneration Amount for Directors Who Are Audit and Supervisory
Committee Members

The Company will make the transition to a company with audit and supervisory committee once Proposal 1 “Partial
Amendments to the Articles of Incorporation” is approved and adopted as proposed.
Accordingly, the Company proposes that the annual remuneration for Directors who are Audit and Supervisory
Committee Members be set at not exceeding ¥150 million taking into consideration the current economic
environment and other circumstances.
If Proposal 1 and Proposal 3 are approved and adopted as proposed, the number of Directors who are Audit andSupervisory Committee Members to whom this proposal applies will be three.
This proposal, however, can only take effect after Proposal 1 “Partial Amendments to the Articles of Incorporation”
takes effect.

- 19 -