Summary Translation
This is a summary translation of the original notice in Japanese. The Japanese original notice is official and this summary
is for your reference and convenience only. Toshiba Tec does not guarantee the accuracy of this summary.

Securities Code (in Japan): 6588
June 8, 2023
Date of commencement of electronic provision measures: May 31, 2023

Hironobu NISHIKORI
Representative Director
President and Chief Executive Officer

TOSHIBA TEC CORPORATION
1-11-1, Osaki, Shinagawa-ku,
Tokyo, Japan

Convocation Notice of the Ordinary General Meeting of Shareholders
for the 98th Fiscal Year
Dear Shareholders:
Notice is hereby given that the Ordinary General Meeting of Shareholders of Toshiba Tec
Corporation (the “Company”) for the 98th fiscal year will be held as described below.
In convening this meeting, the Company has taken electronic provision measures for information
contained in the Reference Materials for the Ordinary General Meeting of Shareholders, etc. (the“matters subject to electronic provision measures”), and has posted this information entitled“Convocation Notice of the Ordinary General Meeting of Shareholders for the 98th Fiscal Year” on
its website on the Internet. Please access the website to review the information.
The Company website: https://www.toshibatec.com/release/
In addition to the website above, the Company has also posted the matters subject to electronic
provision measures on the website of Tokyo Stock Exchange (TSE). If you are not able to accessthe matters subject to electronic provision measures on the Company website, please access thefollowing TSE website (Listed Company Search). On this website, please input the issue name(company name) or securities code and click on “Search” to find search results. Then, click on “Basic
information” and the “Documents for public inspection/PR information” tab to find “[Notice of General
Shareholders Meeting/Informational Materials for a General Shareholders Meeting]” in the “Filed
information available for public inspection” section.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are not attending the meeting, you can exercise your voting rights either by writing or via theInternet. After reviewing the Reference Materials for the Ordinary General Meeting of Shareholders
annexed hereto, please exercise your voting rights by 5:00 p.m., Thursday, June 29, 2023 (Japan
Standard Time).
Page 1

・Regarding Internet live streaming service
The Meeting will be live streamed via the Internet. Please review “Notice of Internet Live Streaming Service” on page
4 for viewing directions, etc.

1. Date and Time:

Friday, June 30, 2023 at 10:00 a.m. (Japan Standard Time)(Reception starts at 9:00 a.m.)

2. Place:

The Company’s Osaki OfficeOval Court Osaki Mark East, 2-17-2, Higashi Gotanda, Shinagawaku, Tokyo, Japan
3. Agenda for the Meeting:Subject for Report: Business Report, Consolidated Financial Statements and NonConsolidated Financial Statements for the 98th Fiscal Year (from
April 1, 2022 to March 31, 2023), and Audit Reports for theConsolidated Financial Statements of the Certified Public
Accountant and the Audit & Supervisory Board
Subject for Resolutions:First Proposal:
Election of eleven (11) Directors
Second Proposal: Election of one (1) Substitute Outside Audit & Supervisory Board
Member▶ Among the matters subject to electronic provision measures, the “Notes to Consolidated Financial
Statements” of the Consolidated Financial Statements and “Notes to Non-Consolidated Financial
Statements” of the Non-Consolidated Financial Statements will not be included in the paper copy
to be sent to shareholders who have requested it, in accordance with laws and regulations andArticle 15 of the Articles of Incorporation. Accordingly, the paper copy to be sent to shareholders
who have requested it constitutes only part of the documents audited by Audit & Supervisory Board
Members and the Certified Public Accountant in preparation of audit reports.
▶ The Company will send to shareholders who have not requested the paper copy the copies of theReference Materials for the Ordinary General Meeting of Shareholders, parts of Business Report,
Consolidated Financial Statements, and the audit reports, along with the convocation notice.
Please note that the numbering and reference page numbers specified in the copies are the sameas those specified in the matters subject to electronic provision measures.
▶ If any revisions to the matters subject to electronic provision measures arise, a notice to that effectand the matters before and after the revision will be posted on the Company website and the TSE
website specified on page 1.
Payment of the Year-End Dividend for the 98th Fiscal Year
Pursuant to a resolution of the Board of Directors meeting held May 11, 2023, the Company has decided to pay a
year-end dividend of 20 yen per share (tax included) for the 98th fiscal year, commencing on June 9, 2023.
Therefore, we ask that eligible shareholders take the enclosed year-end dividend receipt to the nearest JAPANPOST BANK Co., Ltd. or post office during the payment period (June 9, 2023 through July 31, 2023) to claim theabove year-end dividends.
As for shareholders who have designated a method for transfer of dividends, payment procedures have been
conducted separately.

Page 2

For shareholders attending this General Meeting of Shareholders
Please submit the enclosed Voting Rights Exercise Form to the reception desk. (Your seal is
not required to be affixed to the form.)
In addition, please bring this Convocation Notice as reference material.

For shareholders exercising voting rights by writing or via the Internet
Voting deadline 5:00 p.m., Thursday, June 29, 2023 (Japan Standard Time)

Exercising voting rights in writing
Please exercise your voting rights by sending back the enclosed Voting Rights Exercise Form
indicating your approval or disapproval of the proposals such that it arrives at the Company by
the above voting deadline.
If neither approval nor disapproval of the proposals is indicated, it shall be deemed a vote of
approval.

Exercising voting rights via the Internet
Please exercise your voting rights via the Internet (by computer or smartphone) to indicate
your approval or disapproval of the proposals by the above voting deadline.

If you exercise your voting rights both by mail and through the Internet, whichever exercise of voting rights reaches
the Company last will be treated as effective; if both reach the Company on the same day, the exercise of thevoting rights through the Internet will be treated as effective. If you exercise voting rights several times through theInternet, or exercise voting rights through both the computer and smartphone, the most recent exercise of voting
rights will be treated as effective.
For institutional investors
The “Electronic Voting Platform” (also known as the “TSE Platform”) is available for institutional investors who
have applied in advance to use the platform in place of the above Internet-based exercising of voting rights.

Page 3

Notice of Internet Live Streaming Service
The video and audio of this General Meeting of Shareholders will be live streamed over the Internet, limited only
to our shareholders. We encourage you to take advantage of this service, as it allows viewing the meeting fromhome without prior registration.
Note that you will not be able to participate in the resolutions of the meeting on the day through the live streaming
service. Please exercise your voting rights in advance and watch the live streaming.
Date and time

10:00 a.m., Friday, June 30, 2023 (Japan Standard Time)(The live streaming website can be accessed around 9:30 a.m., 30 minutes before the starting time.)(1) The live streaming page may be accessed from the Company website. Enter the below
URL or scan the QR code on your computer or smartphone and access the page about
information regarding shareholders’ meetings on the Company website.

How to view

URL: https://www.toshibatec.co.jp/company/ir/stock/meeting.html(2) After accessing the live streaming site, enter the following password when the screen toenter such information appears.
(3) Follow the on-screen guidance and you will be able to view live stream.
・Viewing of the live stream is limited only to shareholders.
・Please refrain from filming, recording, archiving the live stream, or making any of the above
public such as posting on social media.
・Please note that there may be viewing problems such as video and audio disruptions orinterruptions in the live stream due to system failures, Internet communication settings andPrecautions
when viewing

other factors. We appreciate your understanding.
・Depending on your device or Internet settings, you may not be able to watch the live
streaming service.
・Shareholders are asked to bear the connection fees, etc. that may incur for viewing theInternet live stream.
・Please note that there is a possibility that we may not be able to conduct the live streaming
service due to unavoidable circumstances. In such case, we will notify our shareholders on
the Company website (https://www.toshibatec.co.jp/).

For shareholders
attending themeetingin person

・We plan on only filming the area around the officers’ seats and on-screen images inconsideration of the privacy of our shareholders. However, shareholders may be filmed
unavoidably. We appreciate your understanding.

* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.

Page 4Reference Materials for the Ordinary General Meeting of Shareholders
First Proposal: Election of eleven (11) Directors
The terms of office of the current ten (10) Directors will expire at the conclusion of this Ordinary
General Meeting of Shareholders. In addition, the Company aims to further strengthen andimprove its management structure and would like to increase one (1) Director.
Therefore, the Company proposes to elect the following eleven (11) Directors.
The candidates for Directors are as follows.

No.

Name

Positions and responsibilities at the Company

1

Hironobu
NISHIKORI

Reappointment

2

MasamiUCHIYAMA

Reappointment

3

Masashi
YUZAWA

4

YasukiOHNISHI5

Representative Director,
President and Chief Executive
Officer, Member, Nomination
Committee and Member,Compensation Committee
Director,
Executive Vice President,
Assistant to the President,
Responsible for Corporate
Strategic Planning andResponsible for Corporate
Strategic Production &Procurement
Senior Vice President,
Assistant to the President,
Responsible for Corporate
Overseas Business,
Deputy Managing Director of
Retail Solutions Business Group(Responsible for Overseas
Business)New
appointment

Newappointment

3 years100%(18/18)5 years100%(18/18)

—

—

—

—

Director
Senior Vice President, Responsible
for Corporate IT & Information
Systems, General Manager ofCorporate Strategic Digital
Transformation Group andCorporate Marketing Officer

4 years100%(18/18)———

Director

2 years100%(18/18)Outside Director
Chairperson, Special Committee
and Chairperson, Nomination
Committee

7 years100%(18/18)

Senior Vice President,
Managing Director of Retail
Solutions Business Group

Junichi TAKEI Reappointment

Newappointment

6

Naofumi TANI

7

Takamasa
MIHARA

Reappointment

8

MichioKUWAHARA

Reappointment

Candidate for
OutsideDirector

Years in office asAttendanceDirector
Record at Board(at the conclusionof Directorsof this General
Meetings
Meeting of(FY2022)
Shareholders)

Page 5No.

Name

Positions and responsibilities at the Company

Years in office asAttendanceDirector
Record at Board(at the conclusionof Directorsof this General
Meetings
Meeting of(FY2022)
Shareholders)Outside Director
Member, Special Committee,
Member, Nomination Committee
and Member, Compensation
Committee

7 years

94%(17/18)

9

Shin NAGASE Reappointment

Candidate for
OutsideDirector

10

Hirotaka
MORISHITA

Reappointment

Candidate for
OutsideDirector

Outside Director
Chairperson, Compensation
Committee and Member, Special
Committee

3 years100%(18/18)

Reappointment

Candidate for
OutsideDirector

Outside Director
Member, Special Committee,
Member, Nomination Committee
and Member, Compensation
Committee

3 years100%(18/18)11

Miho AOKIPage 6

Candidate No.
1

Reappointment

Hironobu NISHIKORI

Date of birthAugust 2, 1956

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1980
Joined Fujitsu Limited
December 2006 Corporate Vice President,
President, Storage Products Business Unit of Fujitsu Limited
October 2009
Joined Toshiba Corporation,
Assistant to President and Chief Executive Officer, Digital Media
Network Company (in-house company) of Toshiba Corporation
Years in office as April 2010
General Manager, HDD Business Division, Storage Products
Director
Company (in-house company) of Toshiba Corporation
3 years
Executive Officer, Corporate Vice President of Toshiba Corporation(at the conclusion of June 2010
June 2012
Executive Officer, Corporate Senior Vice President of Toshiba
this General
Corporation
Meeting of
Shareholders)
October 2013
President and Chief Executive Officer, Cloud & Solutions Company(in-house company) of Toshiba Corporation
Attendance Record
April 2015
President and Chief Executive Officer, Industrial ICT Solutions
at the Board ofCompany (in-house company) of Toshiba Corporation
Directors meetings
June 2017
Executive Officer, Corporate Executive Vice President of Toshiba(FY2022)
Corporation
100% (18/18
meetings)
July 2017
Responsible for Digital Solutions Business of Toshiba Corporation,
Director and President and CEO of Toshiba Digital Solutions
Number of
Corporation
Company’s
April 2020
Senior Executive Vice President, Assistant to the President of theshares owned byCompany
the candidate
June 2020
Representative Director, President and Chief Executive Officer of the8,324 sharesCompany (To date)
December 2021 Member, Nomination Committee,
Member, Compensation Committee of the Company (To date)Reasons for nomination as a candidate for Director
Mr. NISHIKORI was nominated as a candidate for Director based on the determination that
due to his extensive experience, insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.

Page 7

Candidate No.
2

Reappointment

Masami UCHIYAMA

Date of birthJanuary 13, 1962

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1984
Joined the Company
Years in office as
January 2012
Technology Executive, System Solutions Business Group of the
Director
Company
5 years(at the conclusion April 2014
General Manager, Chubu Main Branch of System Solutions Businessof this General
Group of the Company
Meeting ofJuly 2015
Vice President of the Company
Shareholders)April 2017
Chief Marketing Executive,
General Manager, Domestic Sales Promotion Management Division of
Attendance Record
Retail Solutions Business Group of the Company
at the Board of
Directors meetings April 2018
Managing Director, Retail Solutions Business Group of the Company(FY2022)
June 2018
Director, Senior Vice President of the Company
100% (18/18
April 2020
Director, Executive Vice President, Assistant to the President of themeetings)
Company (To date)
April
2022
Responsible for Corporate Strategic Planning,
Number of
Responsible for Corporate Strategic Production & Procurement of theCompany’s
Company (To date)shares owned by
the candidate
8,044 shares
Reasons for nomination as a candidate for Director(Note 6)
Mr. UCHIYAMA was nominated as a candidate for Director based on the determination that
due to his extensive experience and insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.

Page 8

Candidate No.
3

Number ofCompany’s
shares owned by
the candidate
1,860 sharesNewappointment

Masashi YUZAWA

Date of birth
October 3, 1960

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1983
Joined Fujitsu Limited
December 2006 General Project Manager, Storage Products Business Unit of Fujitsu
Limited
October 2009
Joined Toshiba Storage Device Corporation
April 2011
Joined Toshiba Corporation
General Manager, Enterprise Storage Systems Sales Promotion
Department, HDD Business Division of Toshiba Corporation
July 2017
Joined Toshiba Digital Solutions Corporation
General Manager, Corporate Planning Department of Toshiba Digital
Solutions Corporation
January 2020
Director, General Manager, Corporate Planning Department of Toshiba
Digital Solutions Corporation
July 2020
Joined the Company
Director, Assistant to Representative Director, President and Chief
Executive Officer of the Company
April 2021
Senior Vice President, Assistant to the President, Corporate Overseas
Business Officer, Deputy Managing Director, Retail Solutions BusinessGroup (In Charge of Overseas Business) of the Company (To date)Reasons for nomination as a candidate for Director
Mr. YUZAWA was nominated as a candidate for Director based on the determination that
due to his extensive experience and insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.

Page 9

Candidate No.
4

Number ofCompany’s
shares owned by
the candidate
3,626 sharesNewappointment

Yasuki OHNISHI

Date of birth
April 25, 1964

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1987
Joined the Company
October 2012
General Manager, Tokyo Specialty Sales Office, Tokyo Main Branch of
System Solutions Business Group of the Company
April 2016
Deputy General Manager, Tokyo Main Branch, Retail Solutions
Business Group of the Company
April 2018
General Manager, Kansai Main Branch, Retail Solutions BusinessGroup of the Company
June 2019
Vice President of the Company
April 2020
General Manager, Products Marketing Division, Retail Solutions
Business Group of the Company
April 2021
Deputy Managing Director, Retail Solutions Business Group of theCompany
April 2022
Senior Vice President, Managing Director, Retail Solutions BusinessGroup of the Company (To date)Reasons for nomination as a candidate for Director
Mr. OHNISHI was nominated as a candidate for Director based on the determination that
due to his extensive experience and insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.

Page 10

Candidate No.
5

Reappointment

Junichi TAKEI

Date of birth
September 30, 1962

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1987
Joined the Company
January 2012
Senior Manager, Strategic Planning Division of System Solutions
Business Group of the Company
April 2012
Senior Manager, Planning Division No.1 of Corporate Strategic PlanningGroup of the Company
April 2016
Assistant General Manager, Overseas Retail Solutions Business Groupof the Company
Attendance Record
June 2018
Vice President of the Company
at the Board of
Directors meetings June 2018
Responsible for Corporate IT & Information Systems, Corporate(FY2022)
Marketing Officer of the Company (To date)
100% (18/18
June 2019
Director of the Company (To date)meetings)
April 2022
General Manager, Corporate Strategic Digital Transformation Group of
the Company (To date)
Number of
April
2023
SeniorVice President of the Company (To date)Company’s
shares owned by
the candidate
Reasons for nomination as a candidate for Director
4,560 shares
Mr. TAKEI was nominated as a candidate for Director based on the determination that due(Note 6)
to his extensive experience and insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.
Years in office as
Director
4 years(at the conclusionof this General
Meeting of
Shareholders)

Page 11

Candidate No.
6

Number ofCompany’s
shares owned by
the candidate– sharesNew
appointment

Naofumi TANI

Date of birthAugust 19, 1964

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1987
Joined Toshiba Corporation
April 2015
Chief Financial Officer, Social Infrastructure Systems Company ofToshiba Corporation
July 2017
Director of Toshiba Infrastructure Systems & Solutions Corporation
June 2019
General Manager, Financial & Cash Management Division of Toshiba
Corporation
June 2021
Executive Officer, Corporate Vice President, Vice President of Strategy
Committee Room of Toshiba Corporation
June 2022
Senior Vice President and Director, Assistant to President and Chief
Executive Officer, Representative Director; General Manager, Finance &Accounting Division; General Manager, IFRS & Internal Control
Promotion Division of Toshiba Plant Systems & Services Corporation(To date)
Reasons for nomination as a candidate for Director
Mr. TANI was nominated as a candidate for Director based on the determination that due tohis extensive experience and insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.

Page 12

Candidate No.
7

Reappointment

Takamasa MIHARA

Date of birthAugust 14, 1967

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1991
Joined Toshiba Corporation
September 2007 Administrative Manager of Toshiba Asia Pacific Pte. Ltd. (Singapore)
June 2010
Group Manager, Employee Relations & Work Force Planning Group,
Human Resources and Administration Division of Toshiba Corporation
Years in office as
July 2016
Group Manager, Human Resources Management Group, Human
Director
Resources and Administration Division of Toshiba Corporation
2 years(at the conclusion April 2020
General Manager, Human Resources Management Department 1,of this General
Human Resources and Administration Division of Toshiba Corporation
Meeting ofAugust2020
GeneralManager, Governance Organization Project Team, Human
Shareholders)
Resources and Administration Division of Toshiba Corporation
Executive Officer, Corporate Vice President, Vice President, Human
Attendance Record April 2021
Resources and Administration Division of Toshiba Corporation
at the Board of
Directors meetings April 2021
General Executive, Human Resources and Administration Division of(FY2022)
Toshiba Corporation (To date)
100% (18/18
June 2021
General Executive, Sustainability Promotion Division of Toshiba
meetings)
Corporation (To date)June 2021
Director of the Company (To date)
Number ofCompany’s
March 2022
General Executive, Corporate Communications Division of Toshibashares owned by
Corporation (To date)the candidate
June 2022
Executive Officer, Corporate Senior Vice President of Toshiba– shares
Corporation (To date)Reasons for nomination as a candidate for Director
Mr. MIHARA was nominated as a candidate for Director based on the determination that
due to his extensive experience and insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.

Page 13

Reappointment

Candidate No.
8

Candidate for
OutsideDirector

Michio KUWAHARA

Date of birth
October 24, 1948

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1972
Joined Marubeni Corporation
April 2002
Corporate Vice President of Marubeni Corporation
April 2004
Corporate Senior Vice President of Marubeni Corporation
April 2006
Corporate Executive Vice President of Marubeni Corporation
Years in office as
April 2008
Senior Executive Vice President of Marubeni Corporation
Director
7 years
June 2008
Representative Director, Senior Executive Vice President of Marubeni(at the conclusion
Corporationof this General
May 2010
Representative Director, President and Chief Executive Officer of The
Meeting ofDaiei, Inc. (Until May 2013)
Shareholders)April 2016
Auditor of Tokyo University of Foreign Studies (To date)Outside Director of the Company (To date)
Attendance Record July 2016at the Board of
February 2017 Chairperson, Nomination & Compensation Advisory Committee of the
Directors meetings
Company(FY2022)
March 2020
Outside Director of Katakura Industries Co., Ltd. (To date)
100% (18/18
December 2021 Chairperson, Special Committee,
meetings)
Chairperson, Nomination Committee of the Company (To date)
Number ofCompany’s
Reasons for nomination as a candidate for Outside Director and outline of expectedshares owned by roles
the candidate
Mr. KUWAHARA was nominated as a candidate for Outside Director because he satisfies– sharesthe respective independence criteria stipulated by the Tokyo Stock Exchange and theCompany and he possesses extensive experience, insight and other skills gained throughhis engagement as a corporate manager.
If he is elected as an Outside Director, he can be expected to use his extensive experience,
insight and other skills to continue to supervise the Company’s decision-making, businessexecutions, etc. from an independent and objective standpoint, such as by serving as
Chairperson of the Special Committee and Chairperson of the Nomination Committee.

Page 14

Reappointment

Candidate No.
9

Candidate for
OutsideDirector

Shin NAGASE

Date of birth
March 13, 1950

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1972
Joined ANA Holdings Inc.
April 2001
Corporate Executive Officer of ANA Holdings Inc.
April 2003
Corporate Executive Officer (jomu shikkoyakuinn) of ANA Holdings Inc.
April 2004
Corporate Executive Officer (joseki shikkoyakuinn) of ANA Holdings Inc.
June 2004
Member of the Board of Directors, Corporate Executive Officer of ANA
Holdings Inc.
Executive Vice President (jomu torishimariyaku), Corporate Executive
Years in office as April 2005
Officer of ANA Holdings Inc.
Director
7 years
April 2007
Executive Vice President (senmu torishimariyaku), Corporate Executive(at the conclusion
Officer of ANA Holdings Inc.
of this General
April 2009
Senior Executive Vice President, Representative Director, Corporate
Meeting of
Executive Officer of ANA Holdings Inc.
Shareholders)April 2012
Representative Director, President and Chief Executive Officer of ANA
Strategic Research Institute Co., Ltd. (Until March 2016)
Attendance Record
June
2016
OutsideDirector of Happinet Corporation (To date)at the Board of
Directors meetings June 2016
Outside Director of Mitsubishi Estate Co., Ltd. (To date)(FY2022)
July 2016
Outside Director of the Company (To date)
94% (17/18
February 2017 Member, Nomination & Compensation Advisory Committee of themeetings)
Company
Number ofDecember 2021 Member, Special Committee, Member, Nomination Committee,
Company’s
Member, Compensation Committee of the Company (To date)shares owned by
the candidate
Reasons for nomination as a candidate for Outside Director and outline of expected– sharesroles
Mr. NAGASE was nominated as a candidate for Outside Director because he satisfies therespective independence criteria stipulated by the Tokyo Stock Exchange and the Company
and he possesses extensive experience, insight and other skills gained through his
engagement as a corporate manager.
If he is elected as an Outside Director, he can be expected to use his extensive experience,
insight and other skills to continue to supervise the Company’s decision-making, businessexecutions, etc. from an independent and objective standpoint, such as by serving as
Member of the Special Committee, Member of the Nomination Committee, and Member of
the Compensation Committee.

Page 15

Reappointment

Candidate No.
10

Candidate for
OutsideDirector

Hirotaka MORISHITA

Date of birth
October 7, 1950

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1976
Joined Toyota Industries Corporation
March 1999
General Manager, Production Engineering Division, Automobile Groupof Toyota Industries Corporation
June 2005
Director of Toyota Industries Corporation
Years in office as June 2006
Managing Director of Toyota Industries Corporation
Director
June 2006
President and Chief Executive Officer of Izumi Machine Mfg. Co., Ltd.
3 years(Until February 2008)(at the conclusion
June 2008
President and Chief Executive Officer of Toyota Motor Industries Polandof this General
Sp.z o.o (Until June 2011)
Meeting ofJune 2008
Senior Managing Officer of Toyota Industries Corporation
Shareholders)June 2010
Director of Toyota Industries Corporation
Attendance Record June 2011
Senior Managing Director of Toyota Industries Corporation
at the Board ofRepresentative Director, Executive Vice President of Toyota Industries
Directors meetings June 2013
Corporation (Until June 2016)(FY2022)
100% (18/18
June 2020
Outside Director of the Company (To date)meetings)
December 2021 Chairperson, Compensation Committee,
Member, Special Committee of the Company (To date)
Number ofCompany’s
shares owned by Reasons for nomination as a candidate for Outside Director and outline of expectedroles
the candidate– shares
Mr. MORISHITA was nominated as a candidate for Outside Director because he satisfies
the respective independence criteria stipulated by the Tokyo Stock Exchange and theCompany and he possesses extensive experience, insight and other skills gained throughhis engagement as a corporate manager.
If he is elected as an Outside Director, he can be expected to use his extensive experience,
insight and other skills to continue to supervise the Company’s decision-making andbusiness executions from an independent and objective standpoint, such as by serving as
Chairperson of the Compensation Committee and Member of the Special Committee.

Page 16

Reappointment

Candidate No.
11

Candidate for
OutsideDirector

Miho AOKI

Date of birth
April 12, 1961

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1983
Joined Boston Consulting Group (Until July 1985)
June 1987
Completed Harvard University Graduate School of Business (MBA)August 1987
Associate of Salomon Brothers Inc.
January 1990
Director of Pfizer Inc.
September 1995 General Manager of Estee Lauder Group of Companies Japan
Years in office as June 2001
Vice President of Deloitte Tohmatsu Consulting Co., Ltd.
Director
July 2005
Representative Director of Esquel Japan Limited
3 years
Executive Vice President of Amway Japan LLC. (Until July 2010)(at the conclusion March 2008of this General
April 2017
Part-time Lecturer, Department of Food Safety and Management of
Meeting ofShowa Women’s University
Shareholders)April 2019
Specially Appointed Associate Professor, Department of Food Safety
and Management of Showa Women’s University
Attendance Record
April 2020
Associate Professor, Department of Food Safety and Management ofat the Board ofShowa Women’s University (To date)Directors meetings(FY2022)
June 2020
Outside Director of LOGISTEED, Ltd. (To date)
100% (18/18
June 2020
Outside Director of the Company (To date)meetings)
December 2021 Member, Special Committee, Member, Nomination Committee,
Member, Compensation Committee of the Company (To date)
Number ofCompany’s
shares owned by
the candidate– shares

Reasons for nomination as a candidate for Outside Director and outline of expectedroles
Ms. AOKI was nominated as a candidate for Outside Director because she satisfies therespective independence criteria stipulated by the Tokyo Stock Exchange and the Company
and she possesses extensive experience, insight and other skills gained through herengagement as both a corporate manager and university faculty.
If she is elected as an Outside Director, she can be expected to use her extensive
experience, insight and other skills to continue to supervise the Company’s decisionmaking, business executions, etc. from an independent and objective standpoint, such as
by serving as Member of the Special Committee, Member of the Nomination Committee,
and Member of the Compensation Committee.

Notes: 1. There is no special interest between any of candidates and the Company.
2. The candidates’ positions and areas of responsibilities at the Company’s parent
company, Toshiba Corporation, and its subsidiaries are included in the “Career
Highlights, Positions, Responsibilities and Significant Concurrent Positions” column.
3. The Company has entered into liability limitation agreements with Mr. Michio
KUWAHARA, Mr. Shin NAGASE, Mr. Hirotaka MORISHITA and Ms. Miho AOKI to limit
their liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act
to the minimum liability amount stipulated in Article 425, Paragraph 1 of said Act. If theirreappointments as Outside Director are approved, the Company plans to continue said
agreements with the candidates.
4. The Company has entered into a directors and officers liability insurance agreement withan insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act
to cover damage incurred by the insured (legal damages and litigation expenses) as aresult of a claim for damages being made against the insured during the insurance
period due to an act committed by the insured. If the appointments of each candidate
are approved at this General Meeting of Shareholders, each candidate will be included
Page 17

as the insured in said insurance agreement. The Company plans to renew said
insurance agreement with generally the same contents at the time of the next renewal.
5. The Company has submitted to the Tokyo Stock Exchange notification of Mr. Michio
KUWAHARA, Mr. Shin NAGASE, Mr. Hirotaka MORISHITA and Ms. Miho AOKI as
independent officers as prescribed by the provisions of said Exchange. If thereappointments of said candidates are approved at this General Meeting of
Shareholders, their appointments as independent officers will continue.
6. Candidates also own new share acquisition rights in the form of stock options.

Page 18

Second Proposal: Election of one (1) Substitute Outside Audit & Supervisory Board Member
The term of the current Substitute Outside Audit & Supervisory Board Member, Mr. Tsuyoshi
SAGAYA will expire at the beginning of this Ordinary General Meeting of Shareholders.
Therefore, in order to fill in without delay any future vacancy in Outside Audit & Supervisory
Board Members pursuant to laws and regulations, the Company proposes to elect the following
one (1) Substitute Outside Audit & Supervisory Board Member.
The Company has already obtained the consent of the Audit & Supervisory Board for this
proposal.
The candidate for Substitute Outside Audit & Supervisory Board Member is as follows.

Reappointment

Number ofCompany’s
shares owned by
the candidate– shares

Candidate for
SubstituteOutside Audit &Supervisory
Board Member

Tsuyoshi SAGAYA

Date of birth
September 6, 1973

Career Highlights, Positions and Significant Concurrent Positions
October 2001
Registered as Attorney at Law (To date)
October 2001
Joined Tokiwa Law Office
January 2004
Joined Oh-Ebashi LPC & Partners
October 2007
Joined Tokiwa-Law Office
January 2010
Established Sagaya Law Office
Managing Director of Sagaya Law Office (To date)June 2016
Substitute Outside Audit & Supervisory Board Member of the Company(To date)
February 2020 Outside Audit & Supervisory Board Member of Succeed Co., Ltd. (Todate)
Reasons for nomination as a candidate for Substitute Outside Audit & Supervisory
Board Member
Although Mr. SAGAYA has no direct experience in corporate management, he wasnominated as a candidate for Substitute Outside Audit & Supervisory Board Member
because he satisfies the respective independence criteria stipulated by the Tokyo Stock
Exchange and the Company, and the Company believes that he is capable of auditing theCompany’s business executions, etc. based on his extensive experience, insight and otherskills through his engagement as an attorney at law.

Notes: 1. There is no special interest between Mr. Tsuyoshi SAGAYA and the Company.
2. If the reappointment of Mr. Tsuyoshi SAGAYA as Substitute Outside Audit & Supervisory
Board Member is approved at this General Meeting of Shareholders, and should theoccasion arise where he is appointed Outside Audit & Supervisory Board Member, theCompany plans to enter into a liability limitation agreement with him to limit his liability
for damages as stipulated in Article 423, Paragraph 1 of the Companies Act to theminimum liability amount stipulated in Article 425, Paragraph 1 of said Act.
3. The Company has entered into a directors and officers liability insurance agreement withan insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act
to cover damage incurred by the insured (legal damages and litigation expenses) as aresult of a claim for damages being made against the insured during the insurance
period due to an act committed by the insured. If the reappointment of Mr. Tsuyoshi
SAGAYA as Substitute Outside Audit & Supervisory Board Member is approved at this
General Meeting of Shareholders, and should the occasion arise where he is appointed
Outside Audit & Supervisory Board Member, he will be included as the insured in thesaid insurance agreement. The Company plans to renew said insurance agreement withgenerally the same contents at the time of the next renewal.
4. If the reappointment of Mr. Tsuyoshi SAGAYA as Substitute Outside Audit & Supervisory
Page 19

Board Member is approved at this General Meeting of Shareholders, and should theoccasion arise where he is appointed Outside Audit & Supervisory Board Member, theCompany plans to submit to the Tokyo Stock Exchange notification of his appointment
as an independent officer as prescribed by provisions of said Exchange.

Page 20(Reference) Principal areas of expertise and experience of Directors and Audit & Supervisory Board
Members (skills matrix)
The composition of Directors and Audit & Supervisory Board Members in the event that the first
proposal is approved as originally proposed at this General Meeting of Shareholders, and theprincipal areas of expertise and experience of each person are as follows.
Principal areas of expertise and experience
Name

Position
Corporate
management

Risk /
Compliance●●

Masashi
YUZAWA

Representative Director
President and Chief
Executive Officer
Director
Executive Vice
President
Director
Senior Vice President

YasukiOHNISHI

Director
Senior Vice President●

Junichi
TAKEI

Director
Senior Vice President●

NaofumiTANI

Director
Senior Vice President●

Takamasa
MIHARA

Director●

MichioKUWAHARA

Outside Director●

Shin
NAGASE

Outside Director●

Hirotaka
MORISHITA

Outside Director

Miho
AOKI

Outside Director

Hironobu
NISHIKORI
MasamiUCHIYAMA

Directors
Audit & Supervisory
Board Members

Kouki
TOMISAWA

Audit & Supervisory
Board Member

NaohiroYAMAGUCHI

Audit & Supervisory
Board Member
Outside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberYoshihiro
UMEHA
Kanako
OSAWA

Accounting /Audit

GlobalexperienceIT
technology /
DX

●

●

●

Committees to be appointed(★: Appointed as Chairperson)
SpecialCommittee

Nomination
Committee

Compensation
Committee

●

●

●

●

●

●

●

●
●

●

●
●

●

●
●
●

★

★

●

●

●

●

●

●

●

●

●

●
●

★
●

●
●

●

●

●

●

●

●

●

●

Note: The above matrix does not reflect the entirety of insight and experience of each candidate.

Page 21●●(Reference)

Independence Criteria for Outside Officers
In addition to the independence criteria established by financial instruments exchanges on which
the Company is listed, the Board of Directors will judge any persons falling under any of thefollowing items to lack independence.
1. The Outside Officer currently belongs or at any point in the past three years has belonged asa director (excluding outside director), audit & supervisory board member (excluding outside
audit & supervisory board member), executive officer, or employee to a company in which theCompany currently holds 10% or more of the voting rights.
2. The Outside Officer currently belongs or at any point in the past three years has belonged asa director (excluding outside director), audit & supervisory board member (excluding outside
audit & supervisory board member), executive officer, or employee to a company that currently
holds 10% or more of the voting rights of the Company.
3. The Outside Officer currently belongs or at any point in the past three years has belonged asa director (excluding outside director), audit & supervisory board member (excluding outside
audit & supervisory board member), executive officer, or employee to a company whosetransactions with the Company in any of the past three fiscal years totaled a monetary amountexceeding 2% of the consolidated net sales of that company or the Company
4. The Outside Officer currently is or at any point in the past three years has been a director(excluding outside director), audit & supervisory board member (excluding outside audit &supervisory board member), executive officer, or employee of a financial institution from which
the Company currently borrows funds equal to 2% or more of its total assets
5. The Outside Officer has in any of the past three fiscal years received compensation other thandirector compensation exceeding 10 million yen from the Company as a law, accounting, ortax expert or consultant; or an organization to which the Outside Director belongs has in anyof the past three fiscal years received from the Company compensation as a law, accounting,or tax expert or consultant exceeding 2% of the annual revenue of that organization.
6. In any of the past three fiscal years, the Company has made contributions exceeding 10 million
yen to the Outside Officer or to a corporation to which the Outside Officer currently belongs orat any point in the past three years has belonged as an officer that executes business or as an
employee.
7. The Outside Director currently belongs or at any point in the past three years has belonged asa director (excluding outside director), audit & supervisory board member (excluding outside
audit & supervisory board member), executive officer, or employee to a company whose
outside officers currently include any persons with experience as an officer of the Company
that executed business.
8. The Outside Director currently is or at any point in the past three years has been a
representative officer, officer, or employee of the current accounting auditor or an accounting
auditor in the past five fiscal years of the Company.
Note: Outside Directors and Outside Audit & Supervisory Board Members are collectively called“Outside Officers.”- End -

Page 22