Translation
This document has been translated from the original in Japanese for reference purpose only.
In the case of any discrepancy between the translation and the original, the latter shall prevail.
TOA assumes no responsibility for this translation or any other forms of damages arising from thetranslation.
Securities Code: 6809
June 6, 2024
To All Shareholders:
Masahiro Taniguchi
President, CEOTOA CORPORATION
7-2-1, Minatojima-nakamachi,
Chuo-ku, Kobe, Hyogo

Notice of the 76th Ordinary General Shareholders’ Meeting
We would hereby like to inform you that the 76th Ordinary General Shareholders’ Meeting (the “Meeting”)
of TOA Corporation (“TOA”) will be held as described below.
When convening this Meeting, TOA takes measures for providing information that constitutes the content
of reference documents for the general shareholders’ meeting, etc. (matters for which measures forproviding information in electronic format are to be taken) in electronic format, and posts this information
on each of the following websites. Please access either of the following websites by using the internet
address shown below to review the information.
TOA’s website
https://www.toa-global.com/ja/ir/stockinfo/memo
Website for posted informational materials for the general shareholders’ meetinghttps://d.sokai.jp/6809/teiji/
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Access the TSE website by using the internet address shown above, enter “TOA” in “Issue name(company name)” or the TOA’s securities code “6809” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”
If you are unable to attend the Meeting, you can exercise your voting rights in writing or via theInternet. Please refer to the reference materials contained herein, and exercise your voting rights
by 5:30 p.m. on Tuesday, June 25, 2024 (Japan Time).

-1-1. Date and Time:

10:00 a.m., Wednesday, June 26, 2024 (Japan Time)[open 9:30 a.m.]

2. Venue:

XEBEC HALL,
7-2-1, Minatojima-nakamachi, Chuo-ku, Kobe, Hyogo

3. Meeting Agenda:
Matters to be reported:
1. The Business Report, Consolidated and Non-consolidated Financial Statements for the 76th fiscal
year (from April 1, 2023 to March 31, 2024)
2. Audit Report on Consolidated Financial Statements for the 76th fiscal year by the Financial Auditors
and by the Audit & Supervisory Board
Proposals to be resolved:
Proposal 1:
Appropriation of Retained Earnings
Proposal 2:
Appointment of 4 Members of the Board of Directors
Proposal 3:
Appointment of 1 Member of Audit & Supervisory Board
Proposal 4:
Appointment of 1 Substitute Member of Audit & Supervisory Board
4. Other matters related to Meeting:
1. In the event that a vote is exercised in duplicate in writing and via the Internet, the latter shall beeffective. In the event that more than one vote is exercised via the Internet, the latest vote shall beeffective.
2. When you do not indicate either approval or disapproval for each proposal on your returned voting
form, it is regarded as you approved the proposal.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

⚫ When attending the Meeting, please submit the enclosed ballot form at the reception desk.
⚫ If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the detailsof the matters before and after the revisions will be posted on each of the aforementioned websites.

⚫ In accordance with a revision of the Companies Act, in principle you are to check items subject to measures forelectronic provision by accessing either of the websites mentioned above, and we have decided to deliver paperbased documents stating the items only to shareholders who request the delivery of paper-based documents by therecord date. However, for this Meeting, we have delivered paper-based documents stating the items subject tomeasures for electronic provision to all shareholders, regardless of whether or not they have requested them.

⚫ Among the matters subject to measures for electronic provision, in accordance with the provisions of laws andregulations and the Articles of Incorporation of TOA, the following matters are not provided in the paper-based
documents delivered. The Audit & Supervisory Board Members and the Financial Auditors have audited the
documents subject to audit, including the following matters.
1) The following items of the Business Report
・Policy Regarding Determination of Dividends From Retained Earnings, Etc.
・Systems to Ensure the Appropriateness of Business Operations and the Operating Status of Such Systems
・Basic Policy Regarding Company Control
2) The following items of the Consolidated Financial Statements
・Consolidated Statements of Changes in Shareholders’ Equity, etc.
・Notes to the Consolidated Financial Statements
3) The following items of the Non-consolidated Financial Statements
・Statement of Changes in Shareholders’ Equity, etc.
・Notes to the Non-consolidated Financial Statements⚫ Should matters to be described in the documents attached to this notice of convocation as well as the Reference

Documents for the General Shareholders’ Meeting require revisions, the revised versions will be posted on TOA’s
website (https://www.toa-global.com/ja/ir/stockinfo/memo).

⚫ [To Institutional Investors]
ICJ, Inc.’s electronic voting platform is available as a method for exercising voting right.

-2-

Reference Documents for the General Shareholders’ Meeting
Proposals and References
Proposal 1:

Appropriation of Retained Earnings

We propose the appropriation of retained earnings as described below.
Matters related to the year-end dividends
TOA positions enhancing returns of profits to shareholders as one of the management priorities.
For the distribution of earnings, while targeting sustainable growth and having a policy of increasing
investment in businesses as a basis, TOA endeavors to provide more stable dividends with fiscal
discipline. We adopt a basic policy of maintaining an annual dividend of 40 yen (interim dividend 20 yen
and year-end dividend 20 yen) taking our business performance into account and make a decision
targeting 45% of consolidated dividend payout ratio.
Based on this policy, we propose payment of a year-end dividend of 20 yen per share for the fiscal
year ended March 31, 2024.
1.

Type of dividend property
Cash

2.

Matters related to the allotment of dividend property to shareholders and the total
amount20 yen per share of common stock of TOA
Total amount: 601,127,080 yen
We paid 20 yen per share as an interim dividend; therefore, the total annual dividend for the
fiscal year ended March 31, 2024, including the interim dividend, will be 40 yen per share.

3.

Effective date of distribution of retained earnings
June 27, 2024

-3-

Proposal 2:

Appointment of 4 Members of the Board of Directors

The terms of office of Directors Messrs. Masahiro Taniguchi, Yoshinori Masuno, Hiroshi Hayakawa
and Minoru Handa will expire at the closing of this Meeting. Accordingly, we propose the appointment offour (4) Directors.
The candidates for Directors are as follows.
No.

1

Masahiro Taniguchi

Date of BirthAugust 1, 1969

Male

■ Career summary, positions and responsibilities, and significant concurrent

positions

Reappointment

Attendance at theBoard of Directors
meetings

100%(18/18)

April 1994
January 2005
April 2008
April 2009
April 2014
April 2016
April 2017

Number of TOA
shares held

April 2020

40,222June 2022
April 2023
June 2023

Joined TOA Corporation
President, TOA CORPORATION (UK) LIMITED
Assistant Executive Manager, Supply Chain Management Division,
TOA Corporation
General Manager, Management Planning Department,
TOA Corporation
General Manager, Management Planning Department,
Corporate Planning Division, TOA Corporation
Executive Manager, Administration Division, TOA Corporation
Executive Officer, Executive Manager, Administration Division,
TOA Corporation
Executive Officer, Executive Manager, Global R&D Division,
TOA Corporation
Director, Executive Officer, Executive Manager, Global R&D Division, andin charge of Quality Assurance Department, TOA Corporation
Director, Executive Officer, Executive Manager, Global R&D Division, andin charge of Technical Market Research Department, TOA Corporation
President, CEO, TOA Corporation (to present)■ Reasons for nomination as a candidate for Director

Mr. Masahiro Taniguchi has been nominated as a candidate for Director, because
he can be expected to continue to fulfill the role as Director by leveraging his
abundant cross-organizational experience and track record, from having been
involved in overseas business, the corporate planning, administration, and R&D
divisions, thereby contributing to the further growth of the Company and thesustained enhancement of its corporate value, from an all-encompassing
perspective over the Company’s business activities amid the changing
environment surrounding the Company.

-4-

No.

2

Hiroshi Hayakawa

Date of BirthAugust 26, 1962

Male

■ Career summary, positions and responsibilities, and significant concurrent
positions
April 1986
April 2013
Reappointment

April 2015
Attendance at theBoard of Directors
meetings

100%(18/18)
Number of TOA
shares held

11,016

April 2017
April 2018
June 2022

April 2023

Joined TOA Corporation
General Manager, Kyushu Area Sales Department, Sales Division, TOA
Corporation
General Manager, Kyushu Area Sales Department, Domestic Sales
Division, Sales Division, TOA Corporation
General Manager, Metropolitan Area Sales Department, Domestic Sales
Division, Sales Division, TOA Corporation
Executive Officer, Executive Manager, Solution Sales Division, TOA
Corporation
Director, Executive Officer, Executive Manager, Solution Sales Division,andin charge of Sales Engineering Department, Next Business Promotion
Department, TOA Corporation
Director, Executive Officer, Executive Manager, Solution Sales Division,andin charge of Next Business Promotion Department, TOA Corporation(to present)■ Reasons for nomination as a candidate for Director

Mr. Hiroshi Hayakawa has been nominated as a candidate for Director, because
he can be expected to continue to fulfill the role as Director in contributing to thefurther growth of the Company and the sustained enhancement of its corporate
value by leveraging his experience and track record of promoting solution sales
through the planning of business strategies in domestic sales divisions, as well as
his experience over many years as an administrator in advancing humanresources development by optimizing organizations and personnel allocations indomestic sales divisions to execute such business strategies.

-5-

No.

3

Takashi Nishino

Date of Birth
April 12, 1970

Male

■ Career summary, positions and responsibilities, and significant concurrent
positions

New Appointment

Number of TOA
shares held

April 1995
April 2012
April 2014
April 2017
January 2018－
April 2018

January 2022

April 2022

April 2024

Joined TOA Corporation
President, ACOUS Corporation
President Director, PT. TOA GALVA INDUSTRIES
Vice General Manager, Asia & Pacific Business Department, International
Business Division, TOA Corporation
General Manager, Asia & Pacific Business Department, International
Business Division, andSenior Product Director, TOA Corporation, andPresident, TOA ELECTRONICS PTE LTD, andPresident, TOA ELECTRONICS (M) SDN.BHD.
Executive Officer, General Manager, Asia & Pacific Business Department,International Business Division, andSenior Product Director, TOA Corporation, andPresident, TOA ELECTRONICS PTE LTD, andPresident, TOA ELECTRONICS (M) SDN.BHD.
Executive Officer, General Manager, Asia & Pacific Business Department,International Business Division, andSenior Product Director, TOA Corporation, andPresident, TOA ELECTRONICS PTE LTD
Executive Officer, General Manager, Asia & Pacific Business Department,International Business Division, andSenior Product Director, TOA Corporation, andPresident, TOA ELECTRONICS PTE LTD, andPresident, CEO, TOA ELECTRONICS INDIA PRIVATE LIMITED
Executive Officer, Executive Manager, International Business Division, andin charge of Asia & Pacific Business Department,
TOA Corporation (to present)■ Reasons for nomination as a candidate for Director

Mr. Takashi Nishino has been nominated as a candidate for Director, because hecan be expected to fulfill the role as Director in contributing to the further growthof the Company and the sustained enhancement of its corporate value, based on
his abundant experience and track record in a wide range of business fields, suchas expanding regional business by strengthening regional products anddeveloping sales channels through his experience cultivated in R&D divisions,serving as President of domestic and overseas production subsidiaries, Presidentof overseas sales subsidiaries as well as General Manager of Asia & Pacific
Business Department.

-6-

No.

4

Minoru Handa

Date of Birth
October 16, 1959

Male

■ Career summary, positions and responsibilities, and significant concurrent
positions
April 1982
June 1996
Reappointment
Outside Independent

Attendance at theBoard of Directors
meetings

100%(18/18)
Number of TOA
shares held

January 2001
April 2003
February 2007
February 2013
September 2014
November 2019
February 2022－

May 2022
June 2022
August 2022

Joined Sony Corporation (currently Sony Group Corporation)
General Manager, Quality Assurance Department,
Bridgend Plant, Sony Manufacturing Company UK
General Manager, Quality Assurance Department,
San Diego Plant, Sony Electronics Inc.
Vice President, in charge of quality, Sony Electronics Inc.
General Manager, Quality Assurance Department, Energy Devices
Division, Sony Corporation (currently Sony Group Corporation)
Deputy General Manager, Quality and Environment Center,Sony Corporation (currently Sony Group Corporation)
Seconded from Sony Corporation (currently Sony Group Corporation),
President and Representative Director, Green Cycle Corporation
Joined InoueKiko Co., Ltd., Plant Manager, InoueKiko Co., Ltd.
Joined ARIAKE KOUGYO CO., LTD.
Executive Officer, ARIAKE KOUGYO CO., LTD.
(in charge of ARIAKE KOUGYO MATERIALS CO.,LTD.)
Seconded from ARIAKE KOUGYO CO., LTD.,
Executive Officer, ARIAKE KOUGYO MATERIALS CO.,LTD.
(Assistant to the President )Executive Officer, ARIAKE KOUGYO CO., LTD.
Outside Director, TOA Corporation (to present)
President, CEO, ARIAKE KOUGYO MATERIALS CO.,LTD.

■ Reasons for nomination as a candidate for Outside Director and overview of
expected roles
Mr. Minoru Handa has been nominated as a candidate for Director, because hehas a track record as the manager of overseas plants and the quality assurance
division of a listed company and global experience in the corporate managementof subsidiaries of a listed company, and can be expected to continue to contributeto the Company’s management as Outside Director, especially in the field of
production strategies and provide supervision and advice that will contribute tostrengthening the Company’s corporate governance functions and the sustained
enhancement of its corporate value.

(Notes) 1. There are no special interests between each candidate and TOA.
2. Mr. Minoru Handa is a candidate for Outside Director. We have registered him as an independent officer as
specified by Tokyo Stock Exchange, Inc. If he is appointed as Director at this Meeting, he is scheduled tocontinue to be an independent officer.
3. If Mr. Minoru Handa is appointed as Director, TOA intends to renew the liability limitation agreement with him
to limit his liability for compensation for damages in accordance with Article 427, Paragraph 1 of the Companies
Act. The limit amount of the liability for compensation for damages under such an agreement is determined tobe the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act.
4. The term of office of Mr. Minoru Handa as Outside Director of TOA will be two years at the closing of thisMeeting.
5. TOA enters into a directors and officers liability insurance contract with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act to cover damages to be borne by the insured, such as legal
damages and litigation expenses in the event that a claim for damages is made. If the candidates are appointed
as Directors, each of them will be insured under the said insurance contract. TOA intends to renew the contract
with the same contents at the next renewal.

-7-

Proposal 3:

Appointment of 1 Member of Audit & Supervisory Board

The term of office of Audit & Supervisory Board Member Mr. Takefumi Nishigaki will expire at theclosing of this Meeting. Accordingly, we propose the appointment of one (1) Audit & Supervisory Board
Member.
The Audit & Supervisory Board has previously given its approval to the submission of this proposal.
The candidate for Audit & Supervisory Board Member is as follows.

Takefumi Nishigaki

Date of Birth
December 11, 1963

Male

■ Career summary, positions and responsibilities, and significant concurrent
positions
Reappointment

Attendance at theBoard of Directors
meetings

April 1987
March 2001
April 2008
June 2008
April 2009100%
(18/18)
April 2010
Attendance at theBoard of Audit &Supervisory meetings

April 2012100%
(19/19)April 2016

Number of TOA
shares held

11,200April 2013

June 2017
April 2018
April 2020
June 2020

Joined TOA Corporation
President, TOA Electronics Europe G.m.b.H.
President, TOA Electronics Europe G.m.b.H., andPresident, TOA CORPORATION (UK) LIMITED
Executive Officer, TOA Corporation;
President, TOA Electronics Europe G.m.b.H., andPresident, TOA CORPORATION (UK) LIMITED
Executive Officer, General Manager, International Sales & Marketing
Department, International Sales & Marketing Division, andGeneral Manager, Europe & Russia Marketing Department, TOA
Corporation;
President, TOA CORPORATION (UK) LIMITED
Executive Officer, Executive Manager, Technical Division, TOA
Corporation
Executive Officer, Executive Manager, Technical Division, andGeneral Manager, Software Development Department, TOA Corporation
Executive Officer, Executive Manager, Technical Division, TOA
Corporation
Executive Officer, Vice Executive Manager, R&D Division, TOA
Corporation
Executive Officer, Executive Manager, R&D Division, TOA Corporation
Executive Officer, Executive Manager, Global R&D Division, TOA
Corporation
Assistant Executive Manager, Administration Division, TOA Corporation
Standing Audit & Supervisory Board Member (to present)■ Reasons for nomination as a candidate for Audit & Supervisory Board Member

Mr. Takefumi Nishigaki has been nominated as a candidate for Audit &Supervisory Board Member, because he can be expected to leverage his
experience and broad knowledge in corporate management and organizational
operation, gained through service as manager of overseas sales bases andexecutive head of development divisions, to continue to fulfill the role of Audit &Supervisory Board Member.
(Notes) 1. There are no special interests between the candidate and TOA.
2. If Mr. Takefumi Nishigaki is appointed as Audit & Supervisory Board Member, TOA intends to renew the liability
limitation agreement with him to limit his liability for compensation for damages in accordance with Article 427,
Paragraph 1 of the Companies Act. The limit amount of the liability for compensation for damages under suchan agreement is determined to be the minimum liability amount stipulated in Article 425, Paragraph 1 of theCompanies Act.
3. TOA enters into a directors and officers liability insurance contract with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act to cover damages to be borne by the insured, such as legal
damages and litigation expenses in the event that a claim for damages is made. If Mr. Takefumi Nishigaki isappointed as Audit & Supervisory Board Member, he will be insured under the said insurance contract. TOA
intends to renew the contract with the same contents at the next renewal.

-8-

(Reference) Skills matrix of the Board of Directors after this Meeting
In the event that Proposal 2 and Proposal 3 are approved and adopted in their original form, thecomposition of the Board of Directors and the major skills (knowledge, experience, and abilities) of each
Director and Audit & Supervisory Board Member will be as follows.

Name

Position / Attributes(planned)

Corporate
management

Directors

Kenji
Itani

Chairman●

Masahiro
Taniguchi

President,
CEO●

HiroshiHayakawa

Executive
Officer

Takashi
NishinoExecutive
Officer

Technology /Innovation(R&D,
production,
SCM, DX)●●●

Corporate(finance,
accounting,legal affairs,riskmanagement,
information
systems)

Independent

MinoruHanda

Independent

OutsideOutsideAudit & Supervisory
Board Members

Standing

KazuyoNishikata

Independent

Amane
Sawa

Independent

Human
resource
development●●

Masashi
MurataTakefumi
Nishigaki

Globalbusiness

MarketCultivation /Businessplanning

●

●

●

●

●
●
●

●

●

●

●

●
●
●

Outside●Outside*Displays a maximum of three areas of knowledge and experience for each Director and Audit & Supervisory Board
member. It is not an exhaustive list.

-9-Proposal 4:

Appointment of 1 Substitute Member of Audit & Supervisory Board

The effectiveness of appointment of Substitute Audit & Supervisory Board Member Mr. Takahisa
Fukumoto, appointed at the Ordinary General Shareholders’ Meeting held on June 21, 2023, will expire
at the commencement of this Meeting. To prepare for the event where the number of Audit & Supervisory
Board Member falls below the number defined by laws and regulations, we propose the appointment ofone (1) Substitute Audit & Supervisory Board Member in advance.
The Audit & Supervisory Board has previously given its approval to the submission of this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows.

Takahisa Fukumoto

Date of BirthAugust 2, 1967

Male

■ Career summary, positions, and significant concurrent positions

Number of TOA
shares held－

April 1993
March 1994
April 1996
April 2003
June 2003
April 2008
June 2010
April 2012

Joined Hyogo Prefectural Government
Resigned from Hyogo Prefectural Government
Registered as an attorney-at-law,
Joined Higashimachi Law Office (currently Higashimachi LPC)
Partner, Higashimachi Law Office (currently Higashimachi LPC) (to present)
Outside Audit & Supervisory Board Member, Kawanishi Warehouse Co., Ltd.
Vice-President, Hyogo-Ken Bar Association
Outside Audit & Supervisory Board Member, KOBE Ferry center. co., Ltd. (topresent)
Domestic Relations Conciliation Commissioner, Kobe Family Court (to present)■ Reasons for nomination as a candidate for Substitute Outside Audit & Supervisory
Board Member
Mr. Takahisa Fukumoto has been nominated as a candidate for Substitute Outside
Audit & Supervisory Board Member, because he is qualified as a lawyer and can be
expected to fulfill the role as Audit & Supervisory Board Member, by leveraging his
extensive experience and expertise accumulated in the legal community. Although
he has no experience in corporate management other than being an Outside Audit &Supervisory Board Member, for the reasons stated above, we judged that he canappropriately perform the duties of Outside Audit & Supervisory Board Member.
(Notes) 1. There are no special interests between the candidate and TOA.
2. Mr. Takahisa Fukumoto is a candidate for Substitute Outside Audit & Supervisory Board Member. If he isappointed as Audit & Supervisory Board Member, he is expected to be an independent officer pursuant to therelevant provisions of Tokyo Stock Exchange, Inc.
3. If Mr. Takahisa Fukumoto is appointed as Audit & Supervisory Board Member, TOA intends to enter into a liability
limitation agreement with him to limit his liability for compensation for damages in accordance with Article 427,
Paragraph 1 of the Companies Act. The limit amount of the liability for compensation for damages under suchan agreement is determined to be the minimum liability amount stipulated in Article 425, Paragraph 1 of theCompanies Act.
4. TOA will enter into a directors and officers liability insurance contract with an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act to cover damages to be borne by the insured, such as legal
damages and litigation expenses in the event that a claim for damages is made. If Mr. Takahisa Fukumoto is
appointed as Audit & Supervisory Board Member, he will be insured under the said insurance contract.

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