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 5, 2019
To Shareholders with Voting Rights:
Isao Emori
Representative Director and President
TSUZUKI DENKI CO., LTD.
6-19-15 Shinbashi, Minato-ku, TokyoNOTICE OF
THE 79TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 79th Annual General Meeting of Shareholders of TSUZUKI DENKI
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 theattached 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 Tuesday, June 25, 2019, Japan time.
1. Date and Time:

Wednesday, June 26, 2019 at 10:00 a.m. Japan time

2. Place:

Tokyo Art Club Building Third Floor
6-19-15 Shinbashi, Minato-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
79th Fiscal Year (April 1, 2018 - March 31, 2019) 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 79th Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Proposal 1:
Election of 12 Directors
Proposal 2:
Election of 2 Statutory Auditors-1-(Attention)
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk. The reception desk will be open at 9:00 a.m. on the day of the meeting.
Of the documents attached to the Notice of the 79th 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.html) in accordance with the provisions oflaws and regulations as well as Article 16 of the Company’s Articles of Incorporation and are 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 79th 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.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. Shareholders are also
encouraged to attend the meeting in light attire.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of 12 Directors

The terms of office of all 12 Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of 12 Directors is proposed.
The candidates are as follows:
No.

Name
(Date of birth)
Isao Emori(January 27, 1959)[Reappointment]
Tenure as Director
10 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

35,634[Attendance rate of
the Board of Directors
meetings in fiscal
2018]
100%
[Reason for nomination as candidate for Director]
Mr. Isao Emori has two 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
14 years
April 2015
Director and Senior Managing Executive Officer
44,785
Director and Executive Vice President, Corporate Functions
April 2019
(current position)[Attendance rate of
the Board of Directors
meetings in fiscal
2018]
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

Number ofshares of theCompany held

April 1981
April 1999
November 2001

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)
7 years
June 2008
Vice Head of President Office, FUJITSU LIMITED
14,917
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
2018]
April 2017
Director and Managing Executive Officer, Head of Solution
100%
Business Promotion Unit (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,
1 year
General Manager of Second Distribution Sales Division, Cloud
3,859
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 2019
Director and Managing Executive Officer, Head of Solution
2018]
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 busi ness.
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
Manager of Corporate Business Department[Reappointment]
June 2013
Executive Officer, the Company
June 2016
Director and Executive Officer
Tenure as Director April 2019
Director and Executive Officer, Vice Head of Solution Services
3 years
7,431
Unit (Digital Communication Business) (current position)[Attendance rate of
the Board of Directors
meetings in fiscal
2018]
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 2019

Tenure as Director
1 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 ofManagement Planning Division, Public and Investor Relations
Office Manager (current position)

Number ofshares of theCompany held

15,314[Attendance rate of
the Board of Directors
meetings in fiscal
2018]
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. The 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 1979
Joined the Company
April 2000
Second Sales Department Manager of Osaka Branch
Masahito Nakai
April 2012
Administrative Officer, Assistant to Officer in charge of West
(February 26, 1957)
Area, Osaka Branch Office Manager
June 2012
Executive Officer, Head of West Japan Unit, Osaka Branch[Reappointment]
Office Manager
April 2015
Managing Executive Officer, Head of West Japan Unit, Osaka
Tenure as Director
Branch Office Manager
3 years
16,004
June 2016
Director and Managing Executive Officer
April 2017
Director and Senior Managing Executive Officer, Head of[Attendance rate of
Solution Services Unit
the Board of Directors
April 2019
Director
meetings in fiscal
Executive Vice President, Tsuzuki Techno Service co., ltd.
2018]
(current position)
100%[Significant concurrent positions]• Executive Vice President, Tsuzuki Techno Service co., ltd.
[Reason for nomination as candidate for Director]
Mr. Masahito Nakai has successfully concluded many large-scale business negotiations and demonstrated strong
leadership in the information network solution services division. Since April 2019, he has been serving as Executive
Vice President of Tsuzuki Techno Service co., ltd., a significant subsidiary of the Company. The Company believes that heis qualified to take a role to further develop the Group. Therefore, the Company proposes his continued election as
Director.

-5-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1997

8

9

Number ofshares of theCompany held

Joined The Long-Term Credit Bank of Japan, Limited (currently
Shinsei Bank, Limited)
June 2000
Auditor, ASO CEMENT Co., Ltd. (currently ASO
CORPORATION)
June 2001
Director
Iwao Aso
August 2001
Director, ASO CEMENT Co., Ltd.
(July 17, 1974)
December 2005 Outside Director, DWANGO Co., Ltd. (current position)
June 2006
Representative Director and Senior Managing Director, ASO[Reappointment]
CORPORATION[Outside Director]
October 2008
Executive Vice President
June 2010
President and CEO (current position)
Tenure as Director June 2014
Outside Director, NITTOC CONSTRUCTION CO.,LTD.
0
2 years
January 2016
President, ASO CEMENT Co., Ltd. (current position)
October 2016
Outside Director, D.A.Consortium Holdings Inc.
[Attendance rate of January 2017
Advisor, the Company
the Board of Directors June 2017
Outside Director (current position)
meetings in fiscal
October 2018
Director, NITTOC CONSTRUCTION CO., LTD. (current
2018]
position)
71.4%[Significant concurrent positions]• President and CEO, ASO CORPORATION• President, ASO CEMENT Co., Ltd.
• Director, NITTOC CONSTRUCTION CO., LTD.
• Outside Director, DWANGO Co., Ltd.
[Reason for nomination as candidate for Outside Director]
Mr. Iwao Aso has profound insights on industries related to medical and nursing care acquired through abundant experienceand track record over many years as President and CEO of a company. The Company expects him to provide supervision
and advice in the Company’s challenges toward new growth fields and domains in the future. Therefore, the Company
proposes his continued election as Outside Director.
April 1980
Joined FUJITSU LIMITED
Katsumi Nakano
Manager of First Sales Department, Finance Sales Department,(December 13, 1956) June 1999
Kansai Sales Unit
April 2010
Head of Kyusyu Branch[Reappointment]
May 2013
Corporate Executive Officer, Public Sector & Regional Sales[Outside Director]
Group Metropolitan Region, East Japan Sales Unit, Head ofMetropolitan Region Sales Unit in charge of East Japan
Tenure as Director
0
Reconstruction & Restoration Support Unit
1 yearApril 2018
Corporate Executive Officer, Executive Vice President, Head of
Public Sector & Regional Sales Group, Japan Sales (current[Attendance rate of
position)the Board of Directors
June 2018
Outside Director, the Company (current position)
meetings in fiscal
2018][Significant concurrent positions]100%• Corporate Executive Officer, Executive Vice President, FUJITSU LIMITED[Reason for nomination as candidate for Outside Director]
Mr. Katsumi Nakano has abundant experience and track record in the system integration business as a corporate executive
officer of a company. The Company expects him to contribute to rapid and bold decision-making of management, as wellas providing supervisory functions and advice from the perspective of shareholders and investors, as he is in an objective
position, independent of the executive management of the Company. Therefore, the Company proposes his continued
election as Outside Director.

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions

Number ofshares of theCompany held

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
1,977
2 years
June 2017
Outside Director (current position)[Significant concurrent positions][Attendance rate of• Partner, Murashima Hozumi Law Office
10 the Board of Directors
meetings in fiscal
2018]
92.9%
[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.
April 1978
Joined Japanese National Railways (currently WEST JAPANRAILWAY COMPANY)
April 1987
Joined FUJITSU LIMITED
October 2002
Project Manager, West Japan System Department, Solution
Business Unit (in charge of Docomo ALADIN & Mobile
Yuji Nishimura
Carrier West Japan)(August 20, 1959)
June 2012
Social Infrastructure System Business Unit SVP (in charge of
2,471
Special Project)[New appointment]
December 2014 Administrative Officer, the Company
11
April 2016
Executive Officer
April 2019
Executive Officer, Vice Head of Solution Services Unit
(Systems Division, Technology Design Division, Assurance
Office) (current position)[Reason for nomination as candidate for Director]
Mr. Yuji Nishimura has demonstrated strong leadership as Executive Officer in quality improvement in upstream processesof projects in the assurance division and development of new technologies. The Company believes that he is qualified totake a role to prevent 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 election as Director.

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions

Number ofshares of theCompany held

April 1980
February 2000
April 2006
April 2007
April 200912

Joined FUJITSU LABORATORIES LTD.
Manager of Document Processing Research Department
Director, Information Processing Society of Japan
Vice President, Fujitsu Laboratories of America, Inc.
Chief Researcher of Software & Solution Laboratory, FUJITSULABORATORIES LTD.
July 2009
Technology Administrative Officer, NIFTY Corporation
July 2014
Member of Program Meeting Committee established for
Kunio Matsui“Enhancement of Resilient Disaster Prevention and Disaster(July 23, 1957)
Reduction Function” Subject of Cabinet Office SIP
0November 2014 Concurrently served as Head of New Business Promotion[New appointment]
Office, NIFTY Corporation[Outside Director]
Concurrently served as Specially Appointed Professor of[Independent Officer] April 2015
Graduate School of Science and Technology, Shizuoka
University
February 2017
Professor, Department of Information and Computer Science,
College of Engineering, Kanazawa Institute of Technology(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 election as Outside Director.
(Notes)
1. Mr. Iwao Aso serves concurrently as President and CEO of ASO CORPORATION, with which the Company hasentered into a capital and business alliance agreement.
2. Mr. Katsumi Nakano serves concurrently as Corporate Executive Officer, Executive Vice President of FUJITSU
LIMITED, with which the Company has business transactions including product sales.
3. 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.
4. Excluding Messrs. Iwao Aso, Katsumi Nakano and Toshihiro Murashima, there are no special interests between eachcandidate and the Company.
5. Mr. Katsumi Nakano is a person who executes business operations of FUJITSU LIMITED, which is a specified
associated service provider of the Company, and he receives compensation from FUJITSU LIMITED as Corporate
Executive Officer, Executive Vice President.
6. Mr. Kunio Matsui is a candidate for independent officer stipulated by the Tokyo Stock Exchange.
7. The Company has entered into a limited liability agreement with Messrs. Iwao Aso, Katsumi Nakano, and Toshihiro
Murashima, which provides that the maximum amount of liability for damages as stipulated in Article 423, Paragraph
1 of the Companies Act shall be the total amount of the amounts stipulated in each Item under Article 425, Paragraph 1of the Companies 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. Iwao Aso, Katsumi Nakano, and Toshihiro Murashima arereelected, the Company plans to continue the above limited liability agreement. If Mr. Kunio Matsui is elected, theCompany plans to enter into a limited liability agreement with him.
8. The tenure as Director of each candidate is as of the conclusion of this General Meeting of Shareholders.

-8-Proposal 2:

Election of 2 Statutory Auditors

The term of office of Statutory Auditor Kinjiro Shishido will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, the election of 2 Statutory Auditors, increasing the number of
Statutory Auditors by 1 in order to strengthen and enhance the audit system, is proposed.
The Board of Statutory Auditors has previously given its approval to this proposal.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1978
Joined the Company
April 2001
Toyota Sales Office Manager
April 2005
Administrative Officer, Nagoya Branch Office Manager
19,573June 2009
Director[New appointment] February 2012
Director and Executive Officer
April 2019
Director (current position)[Reason for nomination as candidate for Statutory Auditor]
Mr. Kazuhiro Shimura has been deeply engaged in the launch of TSUZUKI-CSIRT, aiming for quality improvement andsecurity enhancement of the system division, and has broad and abundant experience related to business process reform andprofound insights on the Company’s corporate governance. Therefore, the Company believes that he is qualified for
Statutory Auditor of the Company and proposes his election. He is scheduled to be appointed as Standing Statutory Auditor
if his election as Statutory Auditor is approved.
October 2003
Registered as attorney (Tokyo Bar Association)
Joined Mirai Sogo Law Office
Kiyotake Yokohari November 2012 Passed CPA examination(June 25, 1976)
Joined Avantia GP
Partner, VOVAN & ASSOCIES (law office in Bangkok)
January 2016
[New appointment](current position)
0
November 2017 Established L&A Legal Professional Corporation[Outside Statutory
Representative Attorney & CPA (current position)
Auditor][Independent Officer] [Significant concurrent positions]• Representative Attorney & CPA, L&A Legal Professional Corporation• Partner, VOVAN & ASSOCIES (law office in Bangkok)[Reason for nomination as candidate for Outside Statutory Auditor]
Although Mr. Kiyotake Yokohari has never been directly involved in corporate management, he has expertise as an
attorney and expertise related to finance and accounting as CPA. The Company has judged that he would adequately
perform his duties in the audit of the Company. Therefore, the Company proposes his election as Outside Statutory
Auditor.
Kazuhiro Shimura(October 3, 1955)

1

2(Notes)1. There are no special interests between each candidate and the Company.
2. Mr. Kiyotake Yokohari is a candidate for an independent officer stipulated by the Tokyo Stock Exchange .
3. If this proposal is approved and Mr. Kiyotake Yokohari is elected, the Company plans to enter into a limited
liability agreement with Mr. Kiyotake Yokohari, which provides that the maximum amount of liability for damages as
stipulated in Article 423, Paragraph 1 of the Companies Act shall be the total amount of the amounts stipulated undereach Item of Article 425, Paragraph 1 of the Companies Act, provided that he has performed his duties in good faithand in absence of gross negligence.

-9-