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
June 1, 2018
To our shareholders:
Takahiro Mikami,
President
TOSHIBA MACHINE CO., LTD.
2-2 Uchisaiwaicho 2-Chome, Chiyoda-ku, TokyoNOTICE OF THE 95TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 95th 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 21, 2018 (Japan Standard Time).
1. Date and Time: Friday, June 22, 2018 at 10:00 a.m. (Japan Standard Time)
2. Venue:
SHANGRI-LA on the fourth floor of RIVER SIDE HOTEL NUMAZU
100-1 Agetsuchi-cho, Numazu City, Shizuoka
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 95th Term (from April 1, 2017 to March 31,2018), 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 95th Term (from April 1, 2017 to March 31, 2018)
Items to be resolved:
Proposal 1:
Consolidation of Shares
Proposal 2:
Election of Nine (9) Directors
Proposal 3:
Election of One (1) Audit and Supervisory Board Member
Proposal 4:
Election of One (1) Substitute Audit and Supervisory Board Member-1-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Consolidation of Shares

1. Reasons for the consolidation of shares
Japanese stock exchanges have announced the Action Plan for Consolidating Trading Units, aiming toconsolidate one hundred (100) shares of common stock of all listed domestic companies into one (1) trading
unit by October 1, 2018.
The Company, based on this purport as a company listed on the Tokyo Stock Exchange, at the meeting of theBoard of Directors held on May 16, 2018, and on the condition that this proposal is approved as originallyproposed, passed a resolution to change the current trading unit of the Company’s shares from 1,000 shares to
100 shares.
In conjunction with this, in regard to the Company’s shares, in addition to setting the investment unit at thelevel requested by the stock exchange (equal to or greater than ¥50,000 and less than ¥500,000), and inconsideration of the stable holding of the Company’s shares by all shareholders and the medium-and long-termchanges in share prices, etc., a share consolidation (five shares to be consolidated into one share) shall be
conducted.
2. Consolidation ratio
The Company proposes to perform a consolidation of the Company’s common shares in which five shares will
become one share.
Furthermore, the total number of issued shares after the share consolidation shall be 29,977,106.
In addition, if fractional shares of less than one share arise as a result of the consolidation of shares, theCompany shall dispose of all such shares in accordance with the provisions of the Companies Act, and shall
distribute the disposal proceeds to the affected shareholders, in accordance with the fractional ratio.
3. Effective date of the consolidation of shares
October 1, 2018
4. Total number of authorized shares as of the effective date
72,000,000[Reference]
If this proposal is passed as originally proposed, pursuant to the provisions of Article 182, paragraph 2 and Article
195, paragraph 1 of the Companies Act, the following partial amendment shall be made to the Company’s Articles
of Incorporation on October 1, 2018, without a resolution of an ordinary general meeting of shareholders for thepartial amendment of the Articles of Incorporation.
(The amended parts are indicated by underlined text.)
Current Articles of Incorporation(Total Number of Shares Authorized to Be Issued)
Article 6.
The total number of shares authorized to be issued by theCompany shall be 360,000,000.
(Number of Shares per Share Unit)
Article 7.
The number of shares per share unit of the Company shall be
1,000.

Proposed amendment(Total Number of Shares Authorized to Be Issued)
Article 6.
The total number of shares authorized to be issued by theCompany shall be 72,000,000.
(Number of Shares per Share Unit)
Article 7.
The number of shares per share unit of the Company shall be
100.

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Proposal 2:

Election of Nine (9) Directors

The term will expire for all nine Directors at the conclusion of this meeting. Thus, the Company proposes that nine
Directors be elected.
The candidates for Director are as follows: Please refer to pages 4 to 9 for career summaries, etc.
No.

Notes

Attendance at theBoard of Directors
meetings

1

Yukio Iimura

Chairman and Chief Executive Officer[Reelection]

18 of 18
(100%)

2

Takahiro Mikami

President and Chief Operating Officer[Reelection]

18 of 18
(100%)

Shigetomo Sakamoto

Representative Director and Senior
Managing Executive Officer
Machine Tools Business Unit General
Manager, Compliance Division General
Manager, Security and Regulation Control
Division General Manager, Gotemba Plant
General Manager, in charge of Corporate
Strategic Planning Division, and in charge
of TQM Promotion Division[Reelection]

18 of 18
(100%)

Akiyoshi Kobayashi

Director and Executive Officer
Administration Division General Manager,
Sagami Plant General Manager, and in
charge of Control Systems Division[Reelection]

18 of 18
(100%)

5

Jun Koike

Director and Executive Officer
Molding Machinery Business Unit General
Manager, Tokyo Head Office General
Manager, and in charge of Sales Promotion
Department[Reelection]

13 of 14(93%)

6Eiichi Goto

Executive Officer
Production Division Deputy General
Manager[New election]―

7

Yoshihiro Ogura

Outside Director[Reelection][Outside][Independent]

18 of 18
(100%)

Outside Director[Reelection][Outside][Independent]

14 of 14
(100%)

3

4

8

9
Note:

Name

Current position and responsibilities in the
Company

Kiyoshi Sato

[New election][Outside]―[Independent]
For Jun Koike and Kiyoshi Sato, the attendance status at meetings of Board of Directors only incorporates the meetings of theBoard of Directors that have been held since their appointment on June 23, 2017.
Seigo Iwasaki

―

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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

105,000[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, 2017 to March 31, 2018)]
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)
32,000Machinery 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, 2017 to March 31, 2018)]
Attended all of the 18 meetings

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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 Senior Managing
Executive 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 (present position)

Number of theCompany’s shares
owned

24,000[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, 2017 to March 31, 2018)]
Attended all of the 18 meetings

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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)

June 2015[Reelection]
June 2016
4
Apr. 2017

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 (present
position), Advanced Machinery Business Unit
General Manager of the Company
In charge of Control Systems Division of theCompany (present position)
Administration Division General Manager,
Sagami Plant General Manager (present
position), and Molding Machinery Business
Unit General Manager of the Company

Number of theCompany’s shares
owned

14,000[Reasons for nomination as candidate for Director]
Since being appointed as Director, Akiyoshi Kobayashi has been involved with management from the perspective of theControl Systems business and administrative divisions, based on his extensive experience and achievements gained
through execution of operation in the Extrusion Machine business in the past. We believe that he is qualified to further
expand the Group’s business and strengthen the administrative divisions, 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, 2017 to March 31, 2018)]
Attended all of the 18 meetings
Apr. 1985
Joined the Company
Oct. 2003
Injection Molding Machine Engineering
Department, Development Design GroupManager of the Company
Apr. 2009
Injection Molding Machine Engineering
Department Senior Manager of the Company
Jun Koike(June 19, 1962)
June 2014
Injection Molding Machine Division General
5,000Manager of the Company[Reelection]
June 2016
Executive Officer of the Company
June 2017
Director and Executive Officer, Molding
Machinery Business Unit General Manager,
Tokyo Head Office General Manager, and in
charge of Sales Promotion Department of theCompany (present position)[Reasons for nomination as candidate for Director]
Since being appointed as Director, Jun Koike has been involved with management from the perspective of the Molding
Machinery Business Unit, based on his extensive experience and achievements gained through execution of operationin the Injection Molding Machine business in the past. We believe that he is qualified to further expand the Group’sbusiness, 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, 2017 to March 31, 2018)]
Of 18 meetings, attended 13 of the 14 meetings held after his appointment

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No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1984
Oct. 2003

Eiichi Goto
(May 17, 1961)

Oct. 2008
June 2013[New election]
6
June 2017

7

Joined the Company
Injection Molding Machine Manufacturing
Department, Production Control GroupManager of the Company
Seconded to TOSHIBA MACHINE(SHANGHAI) CO., LTD.
Director and General Manager of TOSHIBAMACHINE (SHANGHAI) CO., LTD. (present
position)
Executive Officer, Production Division Deputy
General Manager of the Company (present
position)

Number of theCompany’s shares
owned

4,000

[Reasons for nomination as candidate for Director]
Since joining the Company, Eiichi Goto has gained extensive experience and achievements gained through theexecution of business in the Injection Molding Machine business and the overseas business, and has an impressive
character and knowledge. We believe that he is qualified to further expand the Group’s business and will also be able tofulfill his responsibilities as Director, and have thus nominated him as a candidate for Director.
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 Memberof Nippon Steel Trading Co., Ltd. (currently
1,000[Reelection]
NIPPON STEEL & SUMIKIN BUSSAN[Candidate for Outside Director]
CORPORATION)[Candidate for Independent
June 2010
Member of Independent Committee of the
Officer]Company (present position)
June 2013
Outside Director of the Company (present
position)
June 2016
Outside Director, Member of the Board of
NIPPON STEEL & SUMIKIN BUSSAN
CORPORATION (present position)[Reasons for nomination as candidate for Outside Director]
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.
[Regarding Independence]
There is no special interest between Yoshihiro Ogura and the Company. There is no special interest between NIPPONSTEEL & SUMIKIN BUSSAN CORPORATION, at which he is engaged in his main concurrent post, and theCompany.
[Attendance at the Board of Directors meetings (from April 1, 2017 to March 31, 2018)]
Attended all of the 18 meetings

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No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1979
Apr. 2003

8

9

Notes:

Number of theCompany’s shares
ownedJoined Tokyo Electron Limited
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
LimitedKiyoshi Sato
(April 2, 1956)
June 2011
Director of Tokyo Electron Limited
Chairman of Tokyo Electron America, Inc.
0
[Reelection]
Chairman of Tokyo Electron Europe, Ltd.
[Candidate for Outside Director] Nov. 2013
Director of Tokyo Electron Limited, President[Candidate for Independentof TEL Solar AG
Officer]June 2016
Audit and Supervisory Board Member of Tokyo
Electron Yamanashi Limited
June 2017
Outside Director of the Company (present
position)
July 2017
Member of Independent Committee of theCompany (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, 2017 to March 31, 2018)]
Of 18 meetings, attended all 14 meetings held after his appointment
Mar. 1969
Joined SHIZUOKA GAS Co., Ltd.
July 1988
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.
Seigo Iwasaki
Mar. 2001
Senior Managing Director of SHIZUOKA GAS(October 8, 1946)
Co., Ltd.
Mar. 2006
Representative Director and President of0[New election]
SHIZUOKA GAS Co., Ltd.
[Candidate for Outside Director]
Jan. 2011
Representative Director and Chairman of[Candidate for Independent
SHIZUOKA GAS Co., Ltd.
Officer]
May 2014
Outside Director of STAR MICRONICS CO.,LTD. (present position)
June 2015
Outside Director of Murakami Corporation(present position)
Jan. 2018
Director and Special Adviser of SHIZUOKAGAS Co., Ltd. (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.
1. There is no special interest between the above candidates for Director and the Company.
2. Yoshihiro Ogura, Kiyoshi Sato, and Seigo Iwasaki are candidates for Outside Director.

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3. Both Yoshihiro Ogura and Kiyoshi Sato are currently Outside Directors of the Company, and at the conclusion of this
General Meeting of Shareholders, Yoshihiro Ogura and Kiyoshi Sato will have served as Outside Directors for five years
and one year respectively.
4. 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
Yoshihiro Ogura and Kiyoshi Sato, which prescribe that the maximum extent of the liability for damages shall be theamount set forth in laws and regulations. If their reelections are approved, the Company plans to continue these limited
liability agreements. If the election of Seigo Iwasaki is approved, the Company plans to conclude the same limited
liability agreement with him.
5. The Company has designated both Yoshihiro Ogura and Kiyoshi Sato 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 to continue their registration as the Independent officers. In addition, Seigo Iwasaki meets the requirements for
Independent officers based on the regulations of the Tokyo Stock Exchange, and in the event that his election isapproved, the Company plans to designate him as Independent officer.

-9-Proposal 3:

Election of One (1) Audit and Supervisory Board Member

Audit and Supervisory Board Member Makoto Tsuji will resign at the conclusion of this Ordinary General Meetingof Shareholders. Therefore, the Company proposes that one Audit and Supervisory Board Member be elected.
The candidate for Audit and Supervisory Board Member is as follows:
As Hiroshi Takahashi is a substitute for Makoto Tsuji, his tenure, pursuant to the Company’s Articles ofIncorporation, shall be the remaining tenure of up until the conclusion of the Ordinary General Meeting of
Shareholders for the final fiscal year within two years after appointment.
The Audit and Supervisory Board has given its consent to this proposal.
Name(Date of birth)

Career summary and position(Significant concurrent positions outside the Company)
Apr. 1985
June 2010
June 2013

Number of theCompany’s shares
ownedJoined the Company
Finance Division General Manager of the Company
Executive Officer (present position) and Planning Division
Hiroshi Takahashi
Deputy General Manager of the Company(January 12, 1963)
6,000
June 2016
Corporate Strategic Planning Division Deputy General
Manager and Corporate Planning Department Senior[New election]
Manager of the Company
June 2017
Corporate Strategic Planning Division General Manager of
the Company (present position)[Reasons for nomination as candidate for Audit and Supervisory Board Member]
Since joining the Company, Hiroshi Takahashi has gained extensive experience and achievements through his career mainly in theaccounting division while working overseas, and has an impressive character and knowledge. We believe that he will be able tocarry out audits from a professional and objective perspective and contribute to the soundness of the Company’s management.
Accordingly, we have nominated him as a candidate for Audit and Supervisory Board Member.
Note: There is no special interest between the above candidate for Audit and Supervisory Board Member and the Company.

- 10 -

Proposal 4:

Election of One (1) Substitute Audit and Supervisory Board Member

The validity of the election of substitute Audit and Supervisory Board Member Akifumi Imamura, approved at the94th Ordinary General Meeting of Shareholders held on June 23, 2017, will be expired at the start of this Ordinary
General Meeting of Shareholders. Accordingly, the Company requests approval for the election of one substitute
Audit & Supervisory Board Member to be ready to fill a vacant position should the number of Audit & Supervisory
Board Members fall below the number required by laws and regulations.
The Audit and Supervisory Board has given its consent to this proposal.
The candidate for substitute Audit and Supervisory Board 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 substitute Audit and Supervisory Board 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 substitute Audit and Supervisory Board 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 meets the requirements for the position of Outside Audit and Supervisory Board Member.
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 Audit and Supervisory Board 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.

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