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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities Code 4093)
June 3, 2024
(Date of commencement of electronic provision measures: May 31, 2024)
To Shareholders with Voting Rights:
Etsuya Ikeda
President and Representative Director
Toho Acetylene Co., Ltd.
2-3-32 Sakae, Tagajo City, Miyagi PrefectureJapan

NOTICE OF
THE 90TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 90th Annual General Meeting of Shareholders of Toho Acetylene Co., Ltd. (the“Company”) will be held as described below.
When convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures as “NOTICE OF THE 90TH ANNUAL GENERAL MEETING OF
SHAREHOLDERS” on the following Company website.
The Company website: https://www.toho-ace.co.jp/ir/
In addition to the website shown above, the Company also has posted this information on the following website
on the internet.
The website of Tokyo Stock Exchange (TSE):
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the website above, enter the Company name or securities code, and click
on “Search” to find search results. Then, click on “Basic information” and select “Documents for public
inspection/PR information.”
If you will not attend the meeting, you may exercise your voting rights in writing or via the internet. Please review
the information on the General Meeting of Shareholders posted on the matters subject to the electronic provision
measures, and exercise your voting rights by 4:00 p.m., Wednesday, June 26, 2024 (Japan time).
1. Date and Time:Thursday, June 27, 2024
2:00 p.m. Japan time (Reception opens at 1:00 p.m.)

2. Place:

Room “SENDAI” (4th floor)
HOTEL METROPOLITAN SENDAI
1-1-1 Chuo, Aoba-ku, Sendai City, Miyagi Prefecture, Japan

3. Meeting Agenda

Matters to be reported

1.The Business Report, the Consolidated Financial Statements and the Audit Reporton the Consolidated Financial Statements by the Accounting Auditor and theBoard of Corporate Auditors for the Company’s 90th Fiscal Year (April 1, 2023 –March 31, 2024)-1-2.The Non-consolidated Financial Statements for the Company’s 90th Fiscal Year
(April 1, 2023 – March 31, 2024)
Proposal to be resolved
Proposal: Election of Seven (7) Directors* Please check your health condition on the day of the General Meeting of Shareholders and determine
whether or not to attend the meeting in person. If you have fever or do not feel well on the day, pleasebe kindly asked to refrain from attending the meeting.
* If you attend the meeting in person, please submit your Voting Rights Exercise Form at the reception desk.
Note:
The following matters will not be provided in the paper copy to shareholders who made a request fordelivery of documents in accordance with the provisions of laws and regulations and Article 15 of the
Articles of Incorporation of the Company. Accordingly, the paper copy to be delivered constitutes only
part of the documents audited by the Auditors and Accounting Auditors in preparation of audit reports.
- Notes to Consolidated Financial Statements- Notes to Non-consolidated Financial Statements
If any amendments are made to matters subject to the electronic provision measures, such amendments
will be posted on the respective websites where the matters are posted.

-2-

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

Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this meeting. In that regard, theCompany proposes the election of seven (7) Directors.
The candidates for Director are as follows.
Current positions and responsibilities
in the Company

Attendanceat the Boardof Directors
meetings

Candidate
attributes-

New appointment

8/10

Reappointment-

New appointment

No.

Name

1

Hidetoshi Horiuchi

2Joji Ooue

3

Keiji Sako

4

Yutaka Yamashita

Outside Director

13/13

5

Tomoko Sugaya

Outside Director

13/13

6

Kentaro Masai

Outside Director

10/10

7

Koji Horitani

Outside Director

10/10

Director
Senior Executive
Officer

General Manager,
Sales and Marketing
Division

New appointment: Candidate to be newly appointed as a Director
Reappointment: Candidate to be reappointed as a Director
Outside: Outside Director
Independent: Independent Director-3-

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideNo.

Career summary, positions, responsibilities
and significant concurrent positions

Name(Date of birth)
April 1985

1

Number ofshares of theCompany held

Joined Toyo Soda Manufacturing Co., Ltd.
(currently Tosoh Corporation)
Head of the Legal and Patents
Hidetoshi Horiuchi June 2010
June
2019
Vice
President; Senior General Manager, Olefins(January 9, 1963)
Division
June 2020
Vice President; Senior General Manager, Olefins
New appointment
0
Division, Sales and Marketing Division
Vice President; Senior General Manager, Olefins
Attendance at the Board October 2020of Directors meetings
Division
June 2023
Senior Vice President; Senior General Manager,
Petrochemical Group, Olefins Division(to present)(Reason for nomination as a candidate for Director)
Mr. Hidetoshi Horiuchi, who was involved in management at another company for many years, has a high levelof knowledge about corporate management as well as overall business operations. Considering that he canleverage his abundant business experience in management of the Company and the Group, the Company newly
nominated him as a candidate for Director.

-4-

No.

Career summary, positions, responsibilities
and significant concurrent positions

Name(Date of birth)
April 1985
June 2005

2

3

Number ofshares of theCompany held

Joined the Company
General Manager, Kushiro Sales Office, Sapporo
Branch Office
June 2006
Medical Sales & Marketing Department
April 2009
Chief, Gas Sales & Marketing Department, Sendai
Branch Office
April 2012
Chief, Energy Department, Sendai Branch Office
June 2014
Seconded to Asahi Industry Co., Ltd. as Managing
Joji Ooue
Director(June 6, 1961)
June 2016
Seconded to Asahi Industry Co., Ltd. as President
and Representative Director
Reappointment
12,500June 2019
Seconded to Toho Iwate Co., Ltd. as President andRepresentative Director
Attendance at the Board
Executive Officer, the Company; Seconded to Toho
of Directors meetings June 2020
Iwate Co., Ltd. as President and Representative
8/10 (80%)
Director
June 2021
President and Representative Director, Toho Iwate
Co., Ltd.
June 2022
Senior Executive Officer; General Manager, Sales
and Marketing Division, the Company
June 2023
Director; Senior Executive Officer; General
Manager, Sales and Marketing Division(to present)(Reason for nomination as a candidate for Director)
Mr. Joji Ooue currently serving as the General Manager of Sales and Marketing Division, has been
demonstrating his abilities by leveraging his in-depth knowledge gained through wealth of experience in sales
at the Company, along with his extensive experience in corporate management. Considering that he would
contribute to the Company’s further growth, the Company renominated him as a candidate for Director.
April 1987
Joined Toyo Soda Manufacturing Co., Ltd.
(currently Tosoh Corporation)
June 2016
General Manager, Sales and Marketing Division,
Keiji Sako
Olefins Division(February 6, 1965)
June 2017
Seconded to Tosoh (Shanghai) Co., Ltd.
July 2018
Seconded to Tosoh (Shanghai) Co., Ltd.;New appointment
0
Seconded to Tosoh China Holdings Co., Ltd.
Attendance at the Board August 2022
General Manager, Polyethylene Department,of Directors meetings
Polymers Division; Seconded to Acepack Co., Ltd.
May 2023
Vice President; General Manager, Polyethylene
Department, Polymers Division,(to present)(Reason for nomination as a candidate for Director)
Mr. Keiji Sako , who was involved in management at another company for many years, has extensive
experience and a high level of knowledge as well as abundant global experience. Considering that he would
greatly contribute to the Company’s further growth, the Company newly nominated him as a candidate for
Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1977

4

Number ofshares of theCompany held

Joined Onoda Cement Co., Ltd. (currently
TAIHEIYO CEMENT CORPORATION)
Yutaka Yamashita
General Manager, Accounting & Finance Department(September 29, 1954) April 2006
May 2009
General Manager, Kansai Branch
April 2011
Executive Officer; General Manager, Tokyo Branch
Reappointment
March
2013
Executive Officer; Chairman, Ssangyong Cement
Outside1,000
Industrial Co., Ltd.
Independent
September 2016 Vice President and Director, TC TRADING Co., Ltd.
Attendance at the Board June 2017
President and Representative Directorof Directors meetings
June 2020
Chairman
13/13 (100%)
June 2021
Advisor (current); Director, the Company(to present)(Reason for nomination as a candidate for Outside Director)
Mr. Yutaka Yamashita has accumulated a high level of knowledge from his involvement in a wide range ofoverall business operations at another company. Considering that he can leverage such knowledge as well as hisabundant experience in corporate management in giving advice to the management of the Company andsupervising the business execution appropriately from an objective and diversified point of view, the Company
renominated him as a candidate for Outside Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1980
April 2008
May 2015

5

Number ofshares of theCompany held

Joined ALL NIPPON AIRWAYS Co., LTD.
Deputy General Manager, Sapporo Sales OfficeSenior Vice President; General Manager, Sapporo
Sales Office
April 2016
Senior Vice President, Deputy General Manager, Sales
Tomoko Sugaya
Regions, General Manager, Tokyo Sales Headquarter;(September 30, 1961)
Director, Senior Executive Vice President, ANA
Sales Co., Ltd.
Reappointment
April 2017
Senior Vice President, Deputy General Manager, Sales
OutsideRegions, General Manager, Tokyo Sales Headquarter,0
Independent
ALL NIPPON AIRWAYS CO., LTD.;
Director, Senior Executive Vice President, ANA
Attendance at the Board
Sales Co., Ltd.
of Directors meetings
April
2021
Director, Senior Executive Vice President, ANA
13/13 (100%)
Akindo Co., Ltd.
April 2022
President and CEO
June 2022
Director, the Company (current)
April 2023
Chairperson and Director, ANA Akindo Co., Ltd.
(to present)(Reason for nomination as a candidate for Outside Director)
Ms. Tomoko Sugaya has accumulated a high level of knowledge from her abundant experience in sales at othercompanies and also has experience in corporate management. Considering that she can leverage such knowledge
and experience in giving advice to the management of the Company and supervising the business execution
appropriately from an objective and diversified point of view, the Company renominated her as a candidate for
Outside Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1982
August 2001

6

Number ofshares of theCompany held

Joined Hitachi, Ltd.
Manager, Vehicle System Design Department, Kasado
Rail System Division, Transportation System Division,
Electric and Electronics Group
April 2005
General Section Manager, Kasado Rail System
Division, Transportation System Division, Electronics
Group(Project Manager of class395)
October 2005
General Section Manager, Vehicle System Division,
Transportation System Division, Electronics Group
April 2008
General Manager, Kasado Rail System Division,
Transportation System Division, Electronics Group
October 2009
Deputy General Manager, IEP Promotion Division,
Social and Industrial Infrastructure Company
November 2009 Deputy General Manager, IEP Promotion Division,
Kentaro Masai
Social and Industrial Infrastructure Company(May 22, 1959)(Seconded to Hitachi Rail Europe Ltd.)
April 2011
General Manager, Kasado Division, Rail System
Reappointment
Company
OutsideApril 2013
Associate Director; General Manager, Kasado Division,
0
Independent
Rail System Company
April 2014
Director; President, Rail System Company
Attendance at the
April 2016
Vice President and Executive Officer, COO of Railway
Board of Directors
Systems
Business Unit
meetings
April
2018
Vice
President
and Executive Officer, in charge of
10/10 (100%)MONOZUKURI and Quality Assurance
April 2020
Vice President and Executive Officer; CQO & CMSO;
Deputy General Manager, Safety Management Division
April 2021
Vice President and Executive Officer; CQO & CMSO;
Deputy General Manager, Safety and HealthManagement Division
April 2022
Vice President and Executive Officer; CQO & CMSO;
General Manager, Internal Environment Initiatives
Division, Global Environment Business Group
Executive Advisor of MONOZUKURI, Quality
April 2023
Assurance, Internal Environment, Railway
June 2023
Director, the Company (current)
April 2024
Executive Advisor of Railway Systems Business Unit,
Hitachi, Ltd.
(to present)(Reason for nomination as a candidate for Outside Director)
Mr. Kentaro Masai has accumulated a high level of knowledge on technology from his abundant experience atanother company and also has experience in corporate management. Considering that he can leverage suchknowledge and experience in giving advice to the management of the Company and supervising the businessexecution appropriately from an objective and diversified point of view, the Company renominated him as a
candidate for Outside Director.

-8-

Name
(Date of birth)

No.

Career summary, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1993
April 1993
April 1999
November 2004
March 2007
August 2010
January 2015

7

Joined Tosoh Corporation
Information System Department
Koji Horitani
Business Administration Office(May 13, 1969)
Seconded to Holland Sweetener Company
Seconded to Delamine B.V.
Reappointment
Business Administration Office0
OutsideCorporate Planning and Consolidated Management
Department
Attendance at the Board June 2023
General Manager, Corporate Planning andof Directors meetings
Consolidated Management Department (current);
10/10 (100%)
Director, the Company(to present)(Reason for nomination as a candidate for Outside Director)
Mr. Koji Horitani has abundant global experience as well as experience in business planning and management
at another company. Considering that he can leverage such high level of knowledge in giving advice tomanagement of the Company and supervising the business execution appropriately from an objective anddiversified point of view, the Company renominated him as a candidate for Outside Director.

(Notes)1. There are no special interests between each candidate and the Company.
2. Messrs. Yutaka Yamashita, Kentaro Masai, Koji Horitani, and Ms. Tomoko Sugaya are candidates for Outside Director.
3. The Company has judged that Messrs. Yutaka Yamashita, Kentaro Masai, Koji Horitani, and Ms. Tomoko Sugaya will
be able to perform their duties appropriately, based on the Company’s comprehensive consideration of their businessexperiences described above.
4. Of the candidates for Director, the Company has notified the Tokyo Stock Exchange that Messrs. Yutaka Yamashita,
Kentaro Masai, and Ms. Tomoko Sugaya are independent directors as stipulated by the Exchange. If they are re-elected,
the Company will designate them as independent directors again.
5. Mr. Yutaka Yamashita will have served as an Outside Director of the Company for three (3) years at the conclusionof this Annual General Meeting of Shareholders.
Ms. Tomoko Sugaya will have served as an Outside Director of the Company for two (2) years at the conclusion ofthis Annual General Meeting of Shareholders.
Messrs. Kentaro Masai and Koji Horitani will have served as Outside Directors of the Company for one (1) year at
the conclusion of this Annual General Meeting of Shareholders.
6. Mr. Koji Horitani, a candidate for Director, serves concurrently as General Manager of the Corporate Planning andConsolidated Management Department of Tosoh Corporation, which is a major shareholder of the Company and hasbusiness transactions with the Company regularly.
7. Liability limitation agreements with Directors (excluding Executive Directors, etc.)
The Company has concluded agreements with Messrs. Yutaka Yamashita, Kentaro Masai, Koji Horitani, and Ms.
Tomoko Sugaya, to limit their liability for damages under the provisions of Article 423, Paragraph 1 of the Companies
Act to the minimum amount set forth in Article 425, Paragraph 1 of the said Act, on the condition that they performtheir duties in good faith without gross negligence. If they are re-elected as Directors, the Company will renew theagreements with them.
8. Outline of directors and officers liability insurance contract
The Company has concluded a directors and officers liability insurance contract as stipulated in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company that insures all Directors, Corporate Auditors, andExecutive Officers. The insurance contract covers liability for damages and litigation expenses incurred by the
insured in the event that a claim for damages is made against the insured as the result of an act (including inaction)committed by the insured in his/her capacity as such. However, there are certain exceptions in which the insurance
contract will not cover any damage incurred by directors and officers themselves as a result of acts of bribery,corruption, or other criminal offenses or intentional illegal acts. If these candidates assume the office of Director,
they will be insured under the insurance contract. The insurance policy plans to be renewed during the term of officeof each candidate.

-9-Reference <Management Structure upon Approval of Proposal (Prospective)>
The Company designs the composition of its Board of Directors taking into view such matters as maintaining
the right size for effective Board discussions, enabling the Board to exert its function, securing its diversity, andensuring transparency and soundness of the members’ experiences. It is important that the members of the Boardof Directors bring together diverse values to complement each other’s knowledge, experience and ability.
Summarized below are the skills required to drive forward the Company’s Medium-to long-term Strategy and how
they are met by the expertise and experience of each member.

Name

Independence
Corporate(Outsidemanagement
officers only)

Finance &funding

Sales &
marketing

Manufacturing,
Globaltechnology,
experience
research &development

Director

Hidetoshi
Horiuchi○○Joji Ooue○○

Keiji Sako

○

○

○

○

YutakaYamashita

○

○

○

○

○

○

○

○

○

○

IT & systems○

Personnel,
labor
ESG &
management
sustainability & humanresource
development

○

○

○

○

○

○

○

○

OutsideTomokoSugayaOutsideKentaro
Masai

○

○

○

OutsideKoji Horitani○

OutsideKenichi
Yamamoto

○

○

○

○

○

○

○

○

○

OutsideCorporate Auditor

Seiji Mitsui
OutsideTsutomu
Konomura

○

○

○

○

○

○

○

○

○

OutsideToshiyuki
Kawasaki

○

○

○

○

Outside- 10 -○○