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 8157)
June 9, 2020
To Shareholders with Voting Rights:
Isao Emori
Representative Director and President
TSUZUKI DENKI CO., LTD.
6-19-15 Shinbashi, Minato-ku, TokyoNOTICE OF
THE 80TH 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 80th Annual General Meeting of Shareholders of TSUZUKI DENKI CO.,LTD. (the “Company”) will be held for the purposes as described below.
As you can exercise your voting rights in writing, please review the attached Reference Documents for the
General Meeting of Shareholders, indicate your vote for or against the proposals on the enclosed Voting
Rights Exercise Form, and return it such that it arrives by no later than 5:00 p.m. on Wednesday, June 24,
2020, Japan time.
1. Date and Time:Thursday, June 25, 2020 at 10:00 a.m. Japan time

2. Place:

Tokyo Art Club Building Tenth Floor, the Company’s Headquarters conferenceroom
6-19-15 Shinbashi, Minato-ku, Tokyo(The venue has been changed from that on the third floor in the previous year tothe one on the tenth floor of Tokyo Art Club Building, where the Company’s
headquarters conference room is located. Please note that the entrance to thebuilding is different from the one used in the previous year.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
80th Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits by the
Accounting Auditor and the Board of Statutory Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 80th Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Proposal 1:
Election of 12 Directors
Proposal 2:
Election of 1 Statutory Auditors-1-(Attention)
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
Of the documents attached to the Notice of the 80th Annual General Meeting of Shareholders, the “Notes
to Consolidated Financial Statements” and “Notes to Non-consolidated Financial Statements” are postedon the Company’s website (https://www.tsuzuki.co.jp/ir/stock/meeting.html) in accordance with theprovisions of laws and regulations as well as Article 16 of the Company’s Articles of Incorporation andare therefore not provided in the documents attached to this Notice.

The Consolidated Financial Statements and Non-consolidated Financial Statements included in the
documents attached to the Notice of the 80th Annual General Meeting of Shareholders are a part of theConsolidated Financial Statements and Non-consolidated Financial Statements that were audited by the
Accounting Auditor when preparing the audit reports.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report,
Consolidated Financial Statements, or Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website(https://www.tsuzuki.co.jp/ir/stock/meeting.html).

Exercising voting rights by proxyIf exercising voting rights by a proxy that is also a shareholder with voting rights exercisable at this
General Meeting of Shareholders, the proxy should submit your Voting Rights Exercise Form and adocument certifying authority as proxy in addition to the proxy’s Voting Rights Exercise Form to thereception desk on the day of the meeting.

Please be advised that we will be dressed in light attire on the day of the meeting.

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Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of 12 Directors

The terms of office of all 11 Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of 12 Directors, increasing the number of Outside Directors by 2 inorder to strengthen the management system, is proposed.
The candidates are as follows:
No.

Name
(Date of birth)
Isao Emori(January 27, 1959)[Reappointment]
Tenure as Director
11 years

1

2

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1981
April 2000
April 2008
June 2009
April 2010
February 2012
April 2015
April 2017

Joined the Company
Manager in charge of Welfare Business Project
Administrative Officer
Director
Managing Director
Director and Managing Executive Officer
Director and Senior Managing Executive Officer
Representative Director, President and CEO (current position)

Number ofshares of theCompany held

37,119[Attendance rate of
the Board of Directors
meetings in fiscal
2019]
100%
[Reason for nomination as candidate for Director]
Mr. Isao Emori has three years of experience as Representative Director and President. The Company believes that he is themost appropriate person as a management leader who takes initiative to promote and lead the growth strategy of theCompany in a rapidly changing ICT industry. Therefore, the Company proposes his continued election as Director.
He is scheduled to be continuously appointed as Representative Director and President by the Board of Directors if hiselection as Director is approved.
Joined the Company
Kazunori Yoshii
April 1981
(September 25, 1957) November 2000 Accounting Department Manager
Administrative Officer
April 2004
[Reappointment]
June 2005
Director
April 2010
Managing Director
Tenure as Director February 2012
Director and Managing Executive Officer
15 years
April 2015
Director and Senior Managing Executive Officer
45,813
Director and Executive Vice President
April 2019
Representative Director and Executive Vice President (current[Attendance rate of June 2019
position)the Board of Directors
meetings in fiscal
2019]
100%
[Reason for nomination as candidate for Director]
Mr. Kazunori Yoshii has many years of experience in the Company’s accounting division, and after being appointed
as an Executive Officer, he has been in charge of the administration division and has promoted the development ofinternal control systems of the overall TSUZUKI Group. Given such experiences, the Company believes that he isqualified to take a role to lead discussions at the Board of Directors meetings from the perspective of compliance, risk
management, and internal control. Therefore, the Company proposes his continued election as Director. He is scheduled tobe appointed as Representative Director and Vice President by the Board of Directors if his election as Director isapproved.

-3-

No.

Name
(Date of birth)
Masato Tozawa(June 1, 1957)

3

4

5

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1981
April 1999
November 2001

Number ofshares of theCompany held

Joined FUJITSU LIMITEDManager of Sales Support Department, West Japan Sales Unit
General Manager of Software Service Planning Department,[Reappointment]
Marketing Unit
June 2007
Director, Fujitsu Business System Limited (currently Fujitsu
Tenure as Director
Marketing Limited)
8 years
June 2008
Vice Head of President Office, FUJITSU LIMITED
15,907
June 2010
Head of Solution Business Planning Office[Attendance rate of August 2011
Advisor, the Company
the Board of Directors February 2012Managing Executive Officer
meetings in fiscal
June 2012
Director and Managing Executive Officer
2019]
June 2015
Director and Managing Executive Officer, in charge of100%
Electronic Devices Division (current position)[Reason for nomination as candidate for Director]
Mr. Masato Tozawa has many years of experience in the Company’s management strategy division and has broad
knowledge in corporate management. The Company believes that he is qualified to take a role to lead discussions at theBoard of Directors meetings from the perspective of promoting enhancement of business platforms and technology
platforms that are common to all business domains of the Company. Therefore, the Company proposes his continued
election as Director.
Katsuyuki Yoshida March 1984
Joined the Company(July 27, 1962)
April 2003
Third Sales Department Manager of Distribution Sales Division
April 2009
Administrative Officer, General Manager of Distribution Sales[Reappointment]
Division, Fourth Sales Department Manager, Sales Promotion
Department Manager
Tenure as Director June 2012
Executive Officer, Vice Head of Information Sales Unit,
2 year
General Manager of Second Distribution Sales Division, Cloud
4,342
Computing Promotion Office[Attendance rate of April 2016
Managing Executive Officer
the Board of Directors June 2018
Director and Managing Executive Officer
meetings in fiscal
April 2020
Director and Managing Executive Officer, Head of Solution
2019]
Services Unit (current position)
100%[Reason for nomination as candidate for Director]
Mr. Katsuyuki Yoshida has experience as Executive Officer in the information network solution services division,and as a Managing Executive Officer in the West Japan Unit since 2016. He has successfully concluded many large-scalebusiness negotiations and demonstrated strong leadership. The Company believes that he is qualified to take a role tofurther develop the information network solution services division that is positioned as the Company’s core business.
Therefore, the Company proposes his continued election as Director.
Kazuhisa Oyama
April 1984
Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)(February 24, 1960) July 2010
Administrative Officer
May 2012
Corporate Business Department Manager[Reappointment]
June 2013
Executive Officer, the Company
June 2016
Director and Executive Officer
Tenure as Director April 2020
Director and Executive Officer, Internal Control Promotion
4 years
Office, Business Promotion Division, General Affairs and8,420
Human Resources Division, Finance and Accounting Division[Attendance rate of(current position)
the Board of Directors
meetings in fiscal
2019]
100%
[Reason for nomination as candidate for Director]
Mr. Kazuhisa Oyama has strengthened the healthcare business and demonstrated strong leadership with new ideas
in creating business models using new technologies such as AI, IoT, etc. The Company believes that he is qualified totake a role in a wide range of fields based on his track record in areas including capital policy upon his many years ofexperience in banking business. Therefore, the Company proposes his continued election as Director.

-4-

No.

Name
(Date of birth)
Toshihiro Hirai(June 14, 1962)

April 1985
April 2004

[Reappointment]

April 2009
June 2012
June 2018
April 2020

Tenure as Director
2 year

6

7

Past experience, positions and responsibility in the Company,
and significant concurrent positions
Joined the Company
Second Sales Department Manager of Network Solution Sales
Division
Administrative Officer, Management Planning Office Manager
Executive Officer
Director and Executive Officer
Director and Executive Officer, General Manager of Corporate
Planning Division (current position)

Number ofshares of theCompany held

15,790[Attendance rate of
the Board of Directors
meetings in fiscal
2019]
100%
[Reason for nomination as candidate for Director]
Mr. Toshihiro Hirai has many years of experience in the Company’s network business division and management
planning division, and has broad knowledge and experience in corporate management. T he Company believes that heis qualified to take a role to expand the network integration business, which is a key initiative in the Company’s mid-termbusiness plan, and to strengthen management strategy. Therefore, the Company proposes his continued election as
Director.
April 1978
Joined Japanese National Railways (currently WEST JAPANYuji Nishimura
RAILWAY COMPANY)(August 20, 1959)
April 1987
Joined FUJITSU LIMITED
October 2002
Project Manager, West Japan System Department, Solution[Reappointment]
Business Unit (in charge of Docomo ALADIN & Mobile
Carrier West Japan)
Tenure as Director June 2012
Social Infrastructure System Business Unit SVP (in charge of
1 yearSpecial Project)
2,967
December 2014 Administrative Officer, the Company[Attendance rate of April 2016
Executive Officer
the Board of Directors June 2019
Director and Executive Officer
meetings in fiscal
April 2020
Director and Executive Officer, Head of Product Business Unit
2019]
(Information Management Division, Tsuzuki-CSIRT, Product100%
Assurance Promotion Office, Product Business Unit, andServices & Support Unit) (current position)[Reason for nomination as candidate for Director]
Mr. Yuji Nishimura has demonstrated strong leadership in quality improvement in upstream processes of projects in theassurance division and development of new technologies. The Company believes that he is qualified to take a role toprevent the occurrence of unprofitable projects and create business models using new technologies such as AI, robotics,
etc., which are new growth fields and domains. Therefore, the Company proposes his continued election as Director.

-5-

8

Toshihiro Murashima April 1996
Registered as attorney (Dai-Ichi Tokyo Bar Association)(April 2, 1957)
Joined Aoyama Chuo Law Office
April 1999
Partner[Reappointment]
April 2001
Established Murashima Hozumi Law Office[Outside Director]
Partner (current position)
June 2006
Outside Director, NIFTY Corporation
Tenure as Director June 2011
Outside Statutory Auditor, the Company
2,964
3 years
June 2017
Outside Director (current position)[Significant concurrent positions][Attendance rate of• Partner, Murashima Hozumi Law Office
the Board of Directors
meetings in fiscal
2019]
84.6%
[Reason for nomination as candidate for Outside Director]
Although Mr. Toshihiro Murashima has never been directly involved in corporate management, he has expertise as an
attorney, and as Statutory Auditor of the Company for many years and Chairman of the Nomination and Compensation
Committee, he has profound insights on the qualities of candidates for officers and their appropriate compensations, which
are the core issues of corporate governance of the Company. The Company expects him to contribute to rapid and bolddecision-making of management in the future from an objective position, independent of the executive management of theCompany. Therefore, the Company proposes his continued election as Outside Director.

-6-April 1980
February 2000
April 2006
April 2007
April 2009

9

Joined FUJITSU LABORATORIES LTD.
Manager of Document Processing Research Department
Director, Information Processing Society of Japan
Vice President, Fujitsu Laboratories of America, Inc.
Kunio Matsui
Chief Researcher of Software & Solution Laboratory, FUJITSU(July 23, 1957)
LABORATORIES LTD.
July 2009
Technology Administrative Officer, NIFTY Corporation[Reappointment][Outside Auditor]
July 2014
Member of Program Meeting Committee established for[Independent Officer]“Enhancement of Resilient Disaster Prevention and Disaster
Reduction Function” Subject of Cabinet Office SIP
Tenure as Director November 2014 Concurrently served as Head of New Business Promotion0
1 yearOffice, NIFTY Corporation
April 2015
Concurrently served as Specially Appointed Professor of[Attendance rate of
Graduate School of Science and Technology, Shizuoka
the Board of Directors
University
meetings in fiscal
February 2017
Professor, Department of Information and Computer Science,
2019]
College of Engineering, Kanazawa Institute of Technology
100%(current position)
June 2019
Outside Director, the Company (current position)[Significant concurrent positions]• Professor, Department of Information and Computer Science, College ofEngineering, Kanazawa Institute of Technology[Reason for nomination as candidate for Outside Director]
Although Mr. Kunio Matsui has never been directly involved in corporate management, he has abundant experience at
FUJITSU LABORATORIES LTD. and NIFTY Corporation and currently as a professor in the Department of Information
and Computer Science, College of Engineering, Kanazawa Institute of Technology, and possesses profound insights on theinformation network solution business. The Company expects him to contribute to rapid and bold decision-making ofmanagement from a diversified perspective by drawing on his experience and from an objective position, independent of
the executive management of the Company. Therefore, the Company proposes his continued election as Outside Director.

-7-

April 1982
November 1999
June 2005
April 2008

10

Joined ASO CORPORATION
General Manager, Hospital Consulting Division
Director, General Manager, Hospital Consulting Division
Director, Deputy General Manager, Medical Business Division,
General Manager, Hospital Consulting Division
June 2009
Director, Member of Group Management Committee, Deputy
General Manager, Medical Business Division, General Manager,
Hospital Consulting Division
October 2009
Director, Member of Group Management Committee, Deputy
Hidetoshi
General Manager, Medical Business Division
Takinaka(April 24, June 2012Managing Director, Member of Group Management Committee,
1958)
Deputy General Manager, Medical Business Division0
November 2012 President and CEO, Aso Information System Co., Ltd. (current[New Appointment]
position)[Outside Director] June 2016
Senior Managing Director, ASO CORPORATION, Member ofGroup Management Committee, Deputy General Manager,
Medical Business Division
June 2018
Senior Managing Director, Member of Group Management
Committee, General Manager, Medical Business Division(current position)
January 2020
Advisor, the Company (current position)[Significant concurrent positions]• President and CEO, Aso Information System Co., Ltd.
• Senior Managing Director, ASO CORPORATION[Reason for nomination as candidate for Outside Director]
Mr. Hidetoshi Takinaka has profound insights on industries related to medical and nursing care acquired through abundant
experience and track record as President and CEO of a company. The Company expects him to provide supervision andadvice in the Company’s challenges toward new growth fields and domains in the future. Therefore, the Company proposes
his election as Outside Director.

-8-April 1984
June 2002

11

Joined FUJITSU LIMITEDManager of Product Planning, Software Services Planning
Department, Marketing Unit
April 2010
General Manager of Sales Department, Mizuho Corporate
Business Unit (in charge of Next Generation Systems)
April 2017
Head of First Financial Business Division
Makoto Omori
April 2018
Corporate Executive Officer, Head of First Financial Business(September 15, 1961)
Division; Sales, Financial Services & Social Infrastructure Sales
Group
0[New Appointment] January 2019
Administrative Officer, Head of First Financial Business[Outside Director]
Division; Sales, Financial Services & Social Infrastructure SalesGroup
April 2019
Administrative Officer, Head of Social Infrastructure Business
Division; Sales, Financial Services & Social Infrastructure Sales
Group, (current position)[Significant concurrent positions]• Administrative Officer, FUJITSU LIMITED[Reason for nomination as candidate for Outside Director]
Mr. Makoto Omori has abundant experience and track record in the system integration business as General Manager of an
operating corporation. The Company expects him to contribute to swift and bold decision making in management inaddition to the supervisory functions, and to provide advice from the perspective of shareholders and investors from an
objective position, independent of the executive management of the Company. Therefore, the Company proposes hiselection as Outside Director.

-9-April 1973

12

Joined Second Department of Surgery, Chiba University Schoolof Medicine
April 1986
Visiting Doctor, Mayo Clinic, the United States of America
April 1987
Chief, Department of Diagnostic Radiology, National Cancer
CenterJuly 1992
Head, Department of Radiology, National Cancer Center
Hospital East
April 1998
Head, Department of Diagnostic Radiology, National Cancer
Center Hospital
January 2004
Director, Research Center for Cancer Prevention and Screening,
Noriyuki Moriyama
National Cancer Center(June 20, 1947)
April 2010
Director, Research Center for Cancer Prevention and Screening,
National Cancer Center (Independent Administrative Institution)
0[New Appointment]
April 2013
Senior Executive Officer and Managing Director, Medical[Outside Director]
Corporation Midtown Medicine Co., Ltd.
[Independent Officer]
Director, Health Screening Center, Tokyo Midtown Medicine
Co., Ltd.
April 2016
Chairman, Shinkokai medical corporation (current position)
Director, Medical Corporation Midtown Medicine Co., Ltd.
(current position)
August 2016
Director, HIMEDIC, Inc. (current position)[Significant concurrent positions]• Chairman, Shinkokai medical corporation• Director, Medical Corporation Midtown Medicine Co., Ltd.
• Director, HIMEDIC, Inc.
[Reason for nomination as candidate for Outside Director]
Mr. Noriyuki Moriyama has made achievements at the National Cancer Center and in fields including the study of the
future advanced technology AI. Considering his achievements, the Company expects him to contribute to the efforts for theCompany’s health care business and health management which is also the Company’s management policy, and to provide
swift and bold decision making in management based on viewpoints and insights different from the Company’s from an
objective position, independent of the executive management of the Company. Therefore, the Company proposes hiselection as Outside Director.
(Notes)
1. Mr. Toshihiro Murashima serves as representative of Murashima Hozumi Law Office, with which the Company hasentered into an advisory agreement. There is no special interest between the candidate and the Company.
2. Mr. Hidetoshi Takinaka serves concurrently as President and CEO of Aso Information System Co., Ltd. and Senior
Managing Director of ASO CORPORATION. The Company has entered into a capital and business allianceagreement with ASO CORPORATION, the parent company of Aso Information System Co., Ltd.
3. Mr. Makoto Omori serves concurrently as Director and Head of FUJITSU LIMITED, with which the Company has
business transactions including product sales.
4. Excluding Messrs. Toshihiro Murashima, Hidetoshi Takinaka and Makoto Omori, there are no special interests
between each candidate and the Company.
5. Mr. Makoto Omori executes business operations of FUJITSU LIMITED, which is a specified associated service
provider of the Company and he receives compensation from FUJITSU LIMITED as Administrative Officer andHead.
6. Messrs. Kunio Matsui and Noriyuki Moriyama are candidates for independent officer stipulated by the Tokyo Stock
Exchange.
7. The Company has entered into a limited liability agreement with Messrs. Toshihiro Murashima and Kunio Matsui,
which provides that the maximum amount of liability for damages as stipulated in Article 423 Paragraph 1 of theCompanies Act shall be the total amount of the amounts stipulated in each Item under Article 425 Paragraph 1 of theCompanies Act, provided that they have performed their duties in good faith and in absence of gross negligence.
Furthermore, if this proposal is approved and Messrs. Toshihiro Murashima and Kunio Matsui are reelected, theCompany plans to continue the above limited liability agreement. If Messrs. Hidetoshi Takinaka, Makoto Omori andNoriyuki Moriyama are elected, the Company plans to enter into a limited liability agreement with them.
8. The tenure as Director of each candidate is as of the conclusion of this General Meeting of Shareholders.

- 10 -

Proposal 2:

Election of 1 Statutory Auditor

The term of office of Statutory Auditors Toshihisa Mizushima and Naoshi Ogasawara will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the election of 1 Statutory Auditor is
proposed.
The Board of Statutory Auditors has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)
Naoshi Ogasawara(August 19, 1965)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1989

Joined The Dai-Ichi Kangyo Bank, Ltd. (currently Mizuho Bank,Ltd.)
December 1991 Joined Taiyo Audit Corporation (currently Grant Thornton Taiyo[Reappointment]
LLC)[Outside Statutory August 1992
Registered as certified public accountant
Auditor]
April 2007
Representative Employee, Taiyo ASG Audit Corporation[Independent Officer](currently Grant Thornton Taiyo LLC)
President, Avantia GP (current position)
October 2008
Tenure as Director April 2010
Auditor, Center for National University Finance and4 years
Management (CUFM) (currently National Institution for
Academic Degrees and Quality Enhancement of Higher
0[Attendance rate of the
Education (NIAD-QE))
Board of Directors June 2016
Outside Auditor, the Company (current position)
meetings in fiscal
June 2016
Outside Director, Topre Corporation (current position)
2019][Significant concurrent positions]92.3%• President, Avantia GP (current)• Auditor, National Institution for Academic Degrees and Quality Enhancement[Attendance rate of theof Higher Education (NIAD-QE)
Board of Statutory• Outside Director, Topre Corporation (current)
Auditors meetings infiscal 2019]
91.6%[Reason for nomination as candidate for Outside Statutory Auditor]
Although Mr. Naoshi Ogasawara has never been directly involved in corporate management, he has expertise related tofinance and accounting as CPA. The Company has judged that he would adequately perform his duties in the audit of theCompany. Therefore, the Company proposes his continued election as Outside Statutory Auditor.
(Notes)1. There are no special interests between Mr. Naoshi Ogasawara and the Company.
2. Mr. Naoshi Ogasawara is a candidate for an independent officer stipulated by the Tokyo Stock Exchange.
3. The Company has entered into a limited liability agreement with Mr. Naoshi Ogasawara, which provides that the
maximum amount of liability for damages as stipulated in Article 423 Paragraph 1 of the Companies Act shall be thetotal amount of the amounts stipulated in each Item under Article 425 Paragraph 1 of the Companies Act, provided that
he has performed his duties in good faith and in absence of gross negligence. Furthermore, if this proposal is approvedand Mr. Naoshi Ogasawara is reelected, the Company plans to continue the above limited liability agreement.
4. The tenure as Statutory Auditor of the candidate is as of the conclusion of this General Meeting of Shareholders.

- 11 -