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, 2018
To Shareholders with Voting Rights:
Hitoshi Yamamoto
President
Tomoe Engineering Co., Ltd.
5-15 Kitashinagawa 5-chome,Shinagawa-ku, Tokyo, JapanNOTICE OF
THE 88TH 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 88th 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
Monday, January 29, 2018, Japan time.
1. Date and Time:

Tuesday, January 30, 2018 at 10:00 a.m., Japan time

2. Place:

Green Wind, 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
88th Fiscal Year (from November 1, 2016 to October 31, 2017) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Committee ofthe Consolidated Financial Statements(2) Non-consolidated Financial Statements for the Company’s 88th Fiscal Year(from November 1, 2016 to October 31, 2017)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Ten Directors (excluding Directors serving as Audit & Supervisory
Proposal 2:
Committee Members)
Payment of Bonuses to Officers
Proposal 3:-1-〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
◎ Should the Reference Documents for the Shareholders Meeting, Business Report, Consolidated Financial
Statements and Non-consolidated Financial Statements require revisions, the revised versions will beposted on the Company’s website (https://www.tomo-e.co.jp/).
◎ From among the documents to be attached to this notice, Notes to the Consolidated Financial Statements
and Notes to the Non-consolidated Financial Statements are posted on the Company’s website(https://www.tomo-e.co.jp/) in accordance with laws and ordinances and the Articles of Incorporation ofthe Company. Therefore, they are not stated in the Appendix provided with this notice. The Consolidated
Financial Statements and Non-consolidated Financial Statements stated in the Appendix provided withthis notice are part of the Consolidated Financial Statements and Non-consolidated Financial Statementsthat were audited by the Audit & Supervisory Committee and the Accounting Auditor in preparing audit
reports and accounting audit reports, respectively.

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Reference Documents for the Shareholders Meeting
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 is
proposed by considering the operating results for the fiscal year ended October 31, 2017 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 224,513,618 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, 2017 will amount to 45 yen per share.
(2) The date on which dividends of retained earnings become effective
January 31, 2018
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 900,000,000 yen(2) Item of surplus to be decreased and the amount thereof
Retained earnings brought forward of 900,000,000 yen-3-Proposal 2:

Election of Ten Directors (excluding Directors serving as Audit & Supervisory
Committee Members)

The term of office of all ten Directors (excluding Directors serving as Audit & Supervisory Committee
Members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this Annual
Shareholders Meeting. Accordingly, the election of ten Directors is proposed.
With regard to the election of Directors, the Company received a report from the Audit & Supervisory
Committee that there were no items to be pointed out.
The candidates for Directors are as follows:No.

Name(Date of birth)

Past experience, positions
and responsibilities
April 1979
April 2003
January 2007

Hitoshi Yamamoto(July 20, 1955)<Reappointment>
1

January 2009
January 2013
January 2015

Joined the Company
General Manager, Industrial Machinery Sales Dept.,
Machinery & Equipment Div.
Director
Deputy General Manager, Machinery & Equipment
Div. (in charge of Industrial Machinery Sales Dept.)
Managing Director
General Manager, Machinery & Equipment Div.
Senior Managing Director
General Manager, Chemical Product Div.
President (current position)

Number ofshares of theCompany
held26,661(Reasons for selecting the candidate for Director)
Mr. Hitoshi Yamamoto has abundant operational knowledge and experience on the Company’s overall business withfocus on the machinery and equipment business and chemical products business. Since assuming office as
Representative Director in January 2015, he has duly performed his duties as a senior executive officer of the Group.
Therefore, the Company believes that he is qualified as a Director of the Company and reappoints him as a candidate forDirector.

November 1975
January 2005
Yoshito Honma(October 2, 1952)<Reappointment>
2April 2008
January 2009
January 2011
January 2013

Joined the Company
General Manager, Environmental Equipment Sales
Dept., Machinery & Equipment Div.
General Manager, Osaka Branch OfficeDirectorPresident, Tomoe Machinery Service Co., Ltd.
Managing Director of the Company (currentposition)
General Manager, Machinery & Equipment Div.
(current position)

23,574(Reasons for selecting the candidate for Director)
Mr. Yoshito Honma has abundant operational knowledge and experience on the Company’s overall business with focus
on the machinery and equipment business. Since assuming office as a Director in January 2009, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.

-4-No.

Name(Date of birth)

Masayoshi
Fukasawa(January 14, 1952)<Reappointment>
3

Past experience, positions
and responsibilities
April 1975
April 2007
January 2011

April 2013
January 2015

Joined the Company
General Manager, General Affairs Div.
Director
In charge of General Affairs Div. and Business
Coordination Div. and General Manager, General
Affairs Div.
In charge of General Affairs Div. and Business
Coordination Div. (current position)
Managing Director (current position)

Number ofshares of theCompany
held15,763(Reasons for selecting the candidate for Director)
Mr. Masayoshi Fukasawa has abundant operational knowledge and experience on the Company’s overall business withfocus on the administrative division. Since assuming office as a Director in January 2011, he has duly performed duties
in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints
him as a candidate for Director.

April 1980
April 1988
April 2000
November 2005
January 2011

Akitomo Tamai(February 12, 1957)<Reappointment>
4November 2012
January 2013

November 2017

Joined JDC CORPORATION
Joined Elkem Japan K.K.
Joined the Company
General Manager, Industrial Materials Dept.,
Chemical Products Div.
Director (current position)
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept., Industrial Materials
Dept., and Fine Chemicals Dept.)
President, Tomoe Butsuryu Co., Ltd. (currentposition)
President, Tomoe Trading (Shenzhen) Co., Ltd.
(current position)
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept. and Industrial Materials
Dept.) and General Manager, China Business
Promotion Dept., Chemical Products Div. of theCompany
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept. and Industrial Materials
Dept.) (current position)

17,628(Reasons for selecting the candidate for Director)
Mr. Akitomo Tamai has abundant operational knowledge and experience on the Company’s overall business with focus
on the chemical products business. Since assuming office as a Director in January 2011, he has duly performed duties ingeneral as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints
him as a candidate for Director.

-5-No.

Name(Date of birth)

Past experience, positions
and responsibilities
April 1976
November 2007
November 2010

Jun Ohashi(March 4, 1953)<Reappointment>

November 2011
January 2013

5

Joined the Company
General Manager, Quality Assurance Dept.,
Machinery & Equipment Div.
General Manager, Production Control Dept.,
Machinery & Equipment Div.
General Manager, Sagami Factory, Machinery &Equipment Div.
Director (current position)
Deputy General Manager, Machinery & Equipment
Div. (in charge of production) and General Manager,
Sagami Factory, Machinery & Equipment Div.
(current position)

Number ofshares of theCompany
held14,007(Reasons for selecting the candidate for Director)
Mr. Jun Ohashi has abundant operational knowledge and experience on the Company’s overall business with focus on
the machinery and equipment business. Since assuming office as a Director in January 2013, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.

April 1985
September 1989
November 2011
April 2014
Akiyoshi Shinoda(August 23, 1961)<Reappointment>

January 2015

6April 2015

Joined Nippon Kaiji Kentei Kyokai
Joined the CompanyGeneral Manager, Chemical Products Sales Dept.,
Osaka Branch Office
General Manager, Fine Chemicals Dept., ChemicalProducts Div.
Director (current position)
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andElectronic Materials Dept.) and General Manager,
Fine Chemicals Dept.
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept., ElectronicMaterials Dept., and Fine Chemicals Dept.) (currentposition)

13,630(Reasons for selecting the candidate for Director)
Mr. Akiyoshi Shinoda has abundant operational knowledge and experience on the Company’s overall business withfocus on the chemical products business. Since assuming office as a Director in January 2015, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.

-6-No.

Name(Date of birth)

Past experience, positions
and responsibilities
April 1978
December 1978
August 1990
January 2009

Masahiko
Nakamura(March 10, 1956)<Reappointment>

January 2015

7
April 2015

Joined MARUDAI FOOD CO., LTD.
Joined Kyushu Setsubi Kosha K.K.
Joined the Company
General Manager, Environmental Equipment Sales
Dept., Machinery & Equipment Div.
Director (current position)
Deputy General Manager, Machinery & Equipment
Div. and General Manager, Environmental
Equipment Sales Dept.
Deputy General Manager, Machinery & Equipment
Div. (in charge of Environmental Equipment Sales
Dept.) (current position)

Number ofshares of theCompany
held

5,151

(Reasons for selecting the candidate for Director)
Mr. Masahiko Nakamura has abundant operational knowledge and experience on the Company’s overall business withfocus on the machinery and equipment business. Since assuming office as a Director in January 2015, he has duly
performed duties in general as Director. Therefore, the Company believes that he is qualified as a Director of theCompany and reappoints him as a candidate for Director.

April 1981
April 2008
Toshiaki Yakura(May 31, 1958)<Reappointment>
8October 2012
April 2014
January 2015

Joined The Fuji Bank, Limited
General Manager, Americas Business Operations
Department, Mizuho Corporate Bank, Ltd.
Joined the Company
General Manager assistant to Accounting Div.
General Manager, Accounting Div.
Director (current position)
In charge of Management Planning Dept. andGeneral Manager, Accounting Div. (currentposition)

5,105(Reasons for selecting the candidate for Director)
Mr. Toshiaki Yakura has abundant knowledge and experience with regard to accounting and management planning.
Since assuming office as a Director in January 2015, he has duly performed duties in general as Director. Therefore, theCompany believes that he is qualified as a Director of the Company and reappoints him as a candidate for Director.

-7-No.

Name(Date of birth)

Katsuhiko Ito(September 21,1964)<Reappointment>

Past experience, positions
and responsibilities
April 1987
April 2013
January 2017

9Joined the CompanyGeneral Manager, Machinery & Equipment Dept.,
Osaka Branch OfficeDirector (current position)Deputy General Manager, Machinery & Equipment
Div. (in charge of Industrial Machinery Sales Dept.
and Overseas Sales Dept.) (current position)

Number ofshares of theCompany
held4,437(Reasons for selecting the candidate for Director)
Mr. Katsuhiko Ito has abundant operational knowledge and experience on the Company’s overall business with focus on
the machinery and equipment business. Since assuming office as a Director in January 2017, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.

10

Tetsuyuki Azuma(August 16, 1960)<Newappointment>

April 1984
November 2009

Joined the Company
General Manager, Advanced Materials Dept.,
Chemical Products Div. (current position)

5,866(Reasons for selecting the candidate for Director)
Mr. Tetsuyuki Azuma has been engaged in the chemical products business since joining the Company and has abundant
knowledge and experience on said business overall. Therefore, the Company expects that he is capable of duly
performing his duties as a Director and appoints him as a candidate for Director.

(Notes)1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held by each candidate includes those held by the Tomoe Engineering officers’
shareholding association or the Tomoe Engineering employees’ shareholding association.

Proposal 3:

Payment of Bonuses to Officers

By considering the operating results for the fiscal year ended October 31, 2017 and other factors,
payment of bonuses to four Directors (excluding Directors serving as Audit & Supervisory CommitteeMembers) and four Directors serving as Audit & Supervisory Committee Members in the total amount of60,784,000 yen (42,479,000 yen for Directors (excluding Directors serving as Audit & Supervisory
Committee Members), and 18,305,000 yen for Directors serving as Audit & Supervisory CommitteeMembers) is proposed.
With regard to the payment of bonuses to Directors (excluding Directors serving as Audit & Supervisory
Committee Members), the Company received a report from the Audit & Supervisory Committee that there
were no items to be pointed out.

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(Reference)
Selection criteria for Outside Directors of the Company
Outside Directors and the candidates for Outside Director of the Company shall be the individuals
satisfying the following criteria:
1. The individuals who are capable of directly supervising the matters regarding management ingeneral, financial and legal affairs, corporate governance and other issues that are deliberated orresolved at the Board of Directors meetings.
2. The individuals who have insight, expertise and experience conducive to the sustainable growth andmedium- to long-term enhancement of corporate value of the Company, and are capable ofexpressing useful opinions and giving advice regarding the matters related to corporate management,
including business strategy, formulation of medium-term management plan, etc.
Criteria for independence of Outside Directors of the Company
Outside Directors and the candidates for Outside Director of the Company shall be the individuals that do
not fall under the following criteria 1 to 5. The applicable period for the criteria 2 to 5 shall be the present
and the past ten years.
1. Individual related to the Group
Director (excluding Outside Director), Audit & Supervisory Board Member (excluding Outside
Audit & Supervisory Board Member), Accounting Advisor, Executive Officer, Operating Officer oremployee (hereinafter, “Executive, etc.”) of the Company, or subsidiaries and affiliates of theCompany (hereinafter, “the Group”)
2. Shareholder and individual related thereto(1) A shareholder who holds 10% or more of the Company’s voting rights, or Executive, etc. of suchshareholder(2) An Executive, etc. of the company in which the Group holds 10% or more of voting rights
3. Individual related to business partner(1) Executive, etc. of a business partner that records a transaction amount with the Group equivalent
to 2% or more of said entity’s consolidated net sales or; Executive, etc. of a business partner withwhich the Group records a transaction amount equivalent to 2% or more of the Group’s
consolidated net sales(2) Executive, etc. of a financial institution from which the Group is borrowing an amount equivalent
to 2% or more of the Group’s consolidated total assets
4. Attorney-at-law, certified public accountant, tax accountant, etc.
(1) Certified public accountant, or employee or partner of an audit corporation, which is theAccounting Auditor of the Group(2) An individual who receives an annual remuneration of 10 million yen or more from the Group as
attorney-at-law, certified public accountant, tax accountant or other consultant, in addition to theremuneration as an officer
5. Others(1) A spouse or any family within the second degree of kinship of the individual that falls under theabove criteria 1 to 4
(2) Executive, etc. of a company, between which and the Group directors are mutually appointed(3) Executive, etc. of a company, between which and the Group mutually hold shares-9-