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.
(Stock Exchange Code 6309)
January 12, 2016
To Shareholders with Voting Rights:
Hitoshi Yamamoto
President
Tomoe Engineering Co., Ltd.
5-15 Kitashinagawa 5-chome,
Shinagawa-ku, Tokyo, JapanNOTICE OF
THE 86TH ANNUAL SHAREHOLDERS MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 86th Annual Shareholders Meeting of Tomoe Engineering Co., Ltd.
(the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review
the attached Reference Documents for the Shareholders Meeting, indicate your vote for or against theproposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on
Wednesday, January 27, 2016, Japan time.
1. Date and Time:Thursday, January 28, 2016 at 10:00 a.m., Japan time

2. Place:

Ballroom East, GardenCity Shinagawa on the 1st floor of SHINAGAWA GOOS
located at 13-3, Takanawa 3-chome, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: (1) The Business Report, Consolidated Financial Statements for the Company’s
86th Fiscal Year (from November 1, 2014 to October 31, 2015) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements(2) Non-consolidated Financial Statements for the Company’s 86th Fiscal Year(from November 1, 2014 to October 31, 2015)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of One Audit & Supervisory Board Member
Proposal 2:
Payment of Bonuses to Officers
Proposal 3:〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
◎ Should the Reference Documents for the Shareholders Meeting and the Appendix require revisions, therevised versions will be posted on the Company’s website (http://www.tomo-e.co.jp/).
Please be advised that no souvenirs will be provided to the shareholders attending the shareholders
meeting from this year.

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Proposals and References
Proposal 1:

Appropriation of Surplus

1. Matters regarding the year-end dividend
As its basic policy, the Company will implement appropriate and stable dividends while seeking toincrease internal reserves to reinforce its financial position and management foundation, and byconsidering consolidated operating results, the group’s medium-term business strategy and otherfactors in a comprehensive manner.
Based on the above policy, the year-end dividend of 22.50 yen per share for the current fiscal year isproposed by considering the operating results for the fiscal year ended October 31, 2015 and thefuture outlook.
(1) Matters regarding the assignment of assets to be distributed to shareholders and the total amountthereof22.50 yen per share of the Company’s common stock, in a total amount of 224,516,993 yen
As the Company has already paid the interim dividend of 22.50 yen per share, the annual
dividend for the fiscal year ended October 31, 2015 will amount to 45 yen per share.
(2) The date on which dividends of retained earnings become effective
January 29, 2016
2. Matters regarding appropriation of surplus
Regarding the internal reserves, the Company proposes as follows to reinforce the managementfoundation in preparation for the future business development.
(1) Item of surplus to be increased and the amount thereof
General reserve of 1,150,000,000 yen(2) Item of surplus to be decreased and the amount thereof
Retained earnings brought forward of 1,150,000,000 yen-2-Proposal 2:

Election of One Audit & Supervisory Board Member

Of the three Audit & Supervisory Board Members, the term of office of Mr. Toshiharu Murase will expire
at the conclusion of this Annual Shareholders Meeting. Accordingly, the election of one Audit & Supervisory
Board Member is proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Toshiharu Murase(October 16, 1951)

Past experience, positions
and significant concurrent positions
April 1975
April 2002
September 2003
June 2005June 2008
January 2012
January 2013

Joined The Fuji Bank, Limited
General Manager of Shinjuku Branch, Mizuho Bank, Ltd.
Deputy Director-General, Mizuho Corporate Bank, Ltd.
Executive Officer, TAKACHIHO KOHEKI CO., LTD.
Director and Vice President, Mizuho Factors, Limited
Audit & Supervisory Board Member of the Company
Standing Audit & Supervisory Board Member of the Company(current position)

Number ofshares of theCompany held

2,254

(Notes)1. There are no special interests between the candidate and the Company.
2. The number of shares of the Company held by the candidate includes those held by the Tomoe Engineering officers’
shareholding association.
3. Mr. Toshiharu Murase is a candidate for Outside Audit & Supervisory Board Member.
4. As Standing Audit & Supervisory Board Member and Outside Audit & Supervisory Board Member, Mr. Toshiharu
Murase is auditing the execution of duties by Directors mainly by conducting daily monitoring of the formulation andoperating status of internal control system, while actively making proposals by attending Board of Directors meetingsand other important meetings, in addition to implementing audits to confirm legality and appropriateness. Also, he has
been engaged in corporate management and banking business over the years and has considerable financial andaccounting knowledge. In light of such reasons, the Company believes that he is capable of appropriately fulfilling hisduties as Outside Audit & Supervisory Board Member and proposes his reelection as Outside Audit & Supervisory
Board Member.
5. Mr. Toshiharu Murase has entered into an agreement with the Company to limit his liability pursuant to Article 427
Paragraph 1 of the Companies Act. The outline of the agreement is as follows:
・In the event that an Outside Audit & Supervisory Board Member causes damage to the Company due to negligence ofhis/her duties, such Outside Audit & Supervisory Board Member shall be liable for that damage up to the minimum
liability amount specified in Article 425, Paragraph 1 of the Companies Act.
・The aforementioned liability limitation shall be applied only in cases where such Outside Audit & Supervisory BoardMember performed his/her duties in good faith and without gross negligence.
6. Mr. Toshiharu Murase satisfies the criteria for independence of the outside officers stipulated by the Company, inaddition to the criteria for independent officers stipulated by Tokyo Stock Exchange. Therefore, the Company believes
that his independence has been fully secured.
7. Mr. Toshiharu Murase is currently serving as Outside Audit & Supervisory Board Member of the Company. He will
have served as Outside Audit & Supervisory Board Member for four years at the conclusion of this Annual
Shareholders Meeting.

Proposal 3:

Payment of Bonuses to Officers

By considering the operating results for the fiscal year ended October 31, 2015 and other factors,
payment of bonuses to five Directors (of which, one is Outside Director) and three Audit & Supervisory
Board Members in the total amount of 39,157,000 yen (26,976,000 yen for Directors excluding Outside
Director, 1,607,000 yen for Outside Director, and 10,574,000 yen for Audit & Supervisory Board Members)
is proposed.

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