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 shall prevail.

Securities Code: 6333
Dispatch date: June 7, 2023
Start date of electronic provision measures: June 1, 2023
To Shareholders:
Yoshihiro Koroyasu,
President & CEO,TEIKOKU ELECTRIC MFG. CO., LTD.
60 Hirano, Shingu-cho, Tatsuno City, Hyogo Prefecture

Notice of the 119th Annual General Meeting of Shareholders
You are cordially invited to attend the 119th Annual General Meeting of Shareholders of TEIKOKU ELECTRIC
MFG. CO., LTD. (the “Company”). The meeting will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which themeasures for providing information in electronic format will be taken) in electronic format, and posts thisinformation on the Company’s website. Please access the Company’s website using the internet address shown
below to review the information.
https://www.teikokudenki.co.jp/ir/library/annualmeeting.html (in Japanese)
https://www.teikokudenki.co.jp/english/ir/general_meetings/index.html (in English)
In addition to the Company’s website, the matters for which measures for providing information in electronic
format are to be taken are also posted on the website of the Tokyo Stock Exchange (TSE), which you can review at
the following link.
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the Internet address shown above, enter “TEIKOKU ELECTRIC MFG” in“Issue name (company name)” or the Company’s securities code “6333” (single-byte characters) in “Code,” andclick “Search.” Then, click “Basic information” and select “Documents for public inspection/PR information.”
Under “Filed information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting, you may exercise your voting rights via the Internet or in writing.
Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting
rights by no later than 5:00 p.m. on Tuesday, June 27, 2023 (JST) in accordance with the instructions below.
1. Date and Time: Wednesday, June 28, 2023 at 10:00 a.m. (JST)
2. Venue:
Seiwa Hall on the 3rd floor of the Company’s factory office building
60 Hirano, Shingu-cho, Tatsuno City, Hyogo Prefecture
3. Agenda
Items to be reported:
1. The Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for
the Company’s 119th Fiscal Year (April 1, 2022 to March 31, 2023)
2. Results of audits by the Independent Auditor and the Audit & Supervisory Committee of the Consolidated
Financial Statements for the Company’s 119th Fiscal Year
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus-1-Proposal No. 2
Proposal No. 3

Election of Five Directors (Excluding Directors Who Are Members of Audit &Supervisory Committee)
Revision of Remuneration for Directors (Excluding Directors Who Are Members of
Audit & Supervisory Committee)

1. If you attend the meeting in person, please submit the voting form sent out with this convocation notice at reception.
2. Among items for which the measures for providing information in electronic format will be taken, the information concerning
items to be disclosed in the Notes on Consolidated Financial Statements and the Notes on Non-consolidated Financial Statements
is not included in the paper-based documents delivered to shareholders who have requested the delivery of paper-based documents(for this General Meeting of Shareholders, the same paper-based documents will also be delivered to shareholders who have notrequested delivery) in accordance with laws and regulations and the Articles of Incorporation.
The Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the Independent Auditor andthe Audit & Supervisory Committee in preparing the audit reports include, in addition to the items set forth in those documents,
the items to be mentioned as the “Notes on Consolidated Financial Statements” and the “Notes on Non-consolidated Financial
Statements.”
3. If revisions to the items for which the measures for providing information in electronic format will be taken arise, a notice of therevisions and the details of the items before and after the revisions will be posted on the Company’s aforementioned website andthe TSE website.

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Reference Documents for the General Meeting of Shareholders
Proposal No. 1
Appropriation of Surplus
The Company considers the return of profits to shareholders to be one of its highest management priorities anddecides on the appropriation of surplus after comprehensive consideration of future business development andother factors. The Company has given consideration to the business performance of the fiscal year and proposes to
pay year-end dividends for the 119th fiscal year as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount
Common stock ¥58 per share
Total dividends ¥1,050,881,062
As the Company has already paid an interim dividend of ¥58 per share, the annual dividend will be ¥116 pershare.
(3) Effective date of dividends of surplus
The effective date of dividends shall be June 29, 2023.

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Proposal No. 2

Election of Five Directors (Excluding Directors Who Are Members of Audit & Supervisory
Committee)
The terms of office of all Four Directors (excluding Directors Who Are Members of Audit & Supervisory
Committee; the same applies hereinafter in this proposal) will expire at the conclusion of this General Meeting of
Shareholders. In that regard, the Company proposes the election of Five Directors, increasing the number of
Directors by one to enhance the management system. The Audit & Supervisory Committee of the Company has no
particular opinion on this proposal.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
April 1987
January 2010

1

Number of theCompany’s shares
ownedJoined the Company
General Manager, Metering Pump
Development Project Team of Domestic Sales
H.Q.
July 2010
General Manager, Engineering Dept. ofTechnical Development H.Q.
June 2011
General Manager, Quality Assurance Dept. ofProcurement H.Q.
January 2013 General Manager, R&D Dept. of TechnicalDevelopment H.Q.
June 2013
Chief of Technical Development H.Q., General
Manager of R&D Dept.
March 2014
Chief of Technical Development H.Q., General
Manager of R&D Dept., General Manager ofEngineering Dept.
June 2015
Director, Chief of Technical Development H.Q.,
Yoshihiro Koroyasu
32,700 shares
General Manager of R&D Dept., General(February 28, 1963)
Manager of Engineering Dept.
October 2016 Director, Chief of Quality Assurance H.Q.,
General Manager of Quality Assurance Dept.
June 2017
Director, Executive Officer, Chief of Quality
Assurance H.Q., General Manager of Quality
Assurance Dept.
April 2018
Director, Executive Officer, Assistant to the
President
June 2018
Director [Member of Audit & Supervisory
Committee]
June 2020
Director, Managing Executive Officer, Chief ofTechnical Development H.Q., General Manager
of R&D Dept.
February 2021 President & CEO, Chief of TechnicalDevelopment H.Q.
June 2021
President & CEO (current position)
Reasons for nomination as candidate for Director
Yoshihiro Koroyasu has been in charge of the Technical Development and Quality Assurance Depts. and is well versedin the technology and quality of the Company’s products. He also has knowledge of the corporate governance of theGroup through his experience as a Member of Audit & Supervisory Committee. Since he assumed the office ofPresident & CEO in February 2021, he has been endeavoring to develop a corporate atmosphere allowing the free andnonchalant expression of opinions, officers’ and employees’ attitudes to entertain opinions earnestly, and a corporate
culture for broadly sharing information. In addition, he has been vigorously working to reinforce the organizational
capacity of the Group as a whole by, for instance, leading the institution of the Management Policy and Action
Guidelines to clarify the direction to which the Company should be headed.
The Company expects that he can continue to provide appropriate supervision of the management of the Group andcontribute to the enhancement of the Company’s corporate value, and his reappointment as Director is requested.

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No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
April 1985

2

Number of theCompany’s shares
ownedJoined The Taiyo Kobe Bank, Limited(currently Sumitomo Mitsui Banking
Corporation)
February 2015 Joined the Company
General Manager, General Affairs Dept. of
Administration H.Q.
September
General Manager, Corporate Planning Dept. of2015
Administration H.Q.
April 2018
Chief of Corporate Planning H.Q., General
Manager of Corporate Planning Dept.
June 2018
Executive Officer, Chief of Corporate Planning
H.Q., General Manager of Corporate Planning
Kiyoshi Murata
11,700 shares
Dept.
(July 18, 1962)
June 2019
Director, Executive Officer, Chief of Corporate
Planning H.Q., General Manager of Corporate
Planning Dept.
September
Director, Executive Officer, Chief of2019
Administration H.Q., General Manager ofCorporate Planning Dept.
June 2021
Director, Managing Executive Officer, Chief of
Administration H.Q., General Manager ofCorporate Planning Dept.
April 2023
Director, Managing Executive Officer, Chief of
Administration H.Q. (current position)
Reasons for nomination as candidate for Director
As Director in charge of Administration, Kiyoshi Murata oversees internal units for general affairs, corporate planning,
and information systems and is working vigorously to develop a management plan, establish corporate governance,
reinforce internal control and promote investor relations. In addition, he has been actively reviewing the Company’s
personnel system and working style. As the Company judged, in light of such a track record, that his wide range ofknowledge can continue to contribute to the enhancement of its corporate value, the Company nominated him as a
candidate for Director again.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
April 1986
October 2007

3

Number of theCompany’s shares
ownedJoined the Company
General Manager, East Japan Sales Dept. ofDomestic Sales H.Q.
April 2009
General Manager, Procurement Dept. ofProduction H.Q.
January 2012 General Manager, West Japan Sales Dept. ofDomestic Sales H.Q.
October 2013 General Manager, Production Control Dept. ofProduction H.Q.
April 2018
Deputy Chief of Production Control H.Q.,
General Manager of Procurement Dept.
January 2019 Chief of Procurement H.Q., General Manager
of Procurement Dept.
Tetsuzo Sato
100,900 shares
June 2019
Executive Officer, Chief of Procurement H.Q.,(February 28, 1964)
General Manager of Procurement Dept.
September
Executive Officer, Deputy Chief of Production
2019
H.Q., General Manager of R&D Dept.
April 2020
Executive Officer, Chief of TechnicalDevelopment H.Q., General Manager of R&D
Dept.
June 2020
Director, Executive Officer, Chief of Sales H.Q.
and Chairman of DALIAN TEIKOKUCANNED MOTOR PUMP CO., LTD. (current
position)
Significant concurrent positions outside the Company
Chairman of DALIAN TEIKOKU CANNED MOTOR PUMP
CO., LTD.
Reasons for nomination as candidate for Director
Beside overseeing sales operations in Japan and other countries as Director in charge of sales, Tetsuzo Sato has held
positions of responsibility in internal units in charge of technical development, production management, procurement,
etc. and is thus well acquainted with the Company’s operations. In addition, he has served as Chairman of a Chinese
subsidiary since June, 2020 and worked vigorously to expand the business and reinforce the corporate governance of
the Chinese subsidiary.
As the Company judged, in light of such a track record and experience, that he is a person capable of contributing to theenhancement of its corporate value, the Company nominated him as a candidate for Director again.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
April 1986
October 2007
April 2009
April 2012
October 2012

January 2014
September
2015
April 2017
Takashi Kagen(August 7, 1963)

June 2017
October 20174
April 2018
January 2019
September
2019
June 2020

Joined the Company
General Manager, Sales Planning Dept. ofDomestic Sales H.Q.
General Manager, East Japan Sales Dept. ofDomestic Sales H.Q.
General Manager, International Business Dept.
of International Sales H.Q.
General Manager, International Business Dept.
of International Sales H.Q.
Vice President of TEIKOKU USA INC.
General Manager, Project Dept. of International
Sales H.Q.
Chief of Project H.Q., General Manager ofProject Dept.
Chief of Procurement H.Q., General Manager
of Procurement Dept.
Executive Officer, Chief of Procurement H.Q.,
General Manager of Procurement Dept.
Executive Officer, Chief of Procurement H.Q.,
General Manager of Procurement Dept.,
General Manager of Cost Control Dept.
Executive Officer, Chief of Manufacturing H.Q.
Executive Officer, Chief of Sales H.Q.
Office Manager of Internal Audit Office

Number of theCompany’s shares
owned

17,300 shares

Director [Member of Audit & Supervisory
Committee]
June 2021
Director, Executive Officer, Chief of TechnicalDevelopment H.Q.
February 2022 Director, Executive Officer, Chief of TechnicalDevelopment H.Q., General Manager of Project
Dept. (current position)
Reasons for nomination as candidate for Director
Besides overseeing internal units for technology, development and projects as Director in charge of technicaldevelopment, Takashi Kagen has held positions of responsibility in internal units in charge of domestic and oversea
sales, projects, procurement, manufacturing, etc. and is thus well acquainted with the Company’s operations.
In addition, he has acquired knowledge on the Group’s corporate governance through his experience as a Member ofAudit & Supervisory Committee. As the Company judged, in light of his adequate track record and experience in a wide
range of areas, that he is a person capable of contributing to the enhancement of its corporate value, the Company
nominated him as a candidate for Director again.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
April 1984

Number of theCompany’s shares
ownedJoined TOKYU HANDS INC. (now Hands
Inc.)
August 1999 Joined Senshukai Co., Ltd.
January 2014 Executive Officer, Division Director of General
Affairs Division of Senshukai Co., Ltd.
January 2016 Executive Officer, Deputy Division Director of
Product Development Division of SenshukaiCo., Ltd.
*
April 2017
Seconded to Planet Work, Co., Ltd.
Chie Tomari
Director, General Manager of Administration(May 29, 1961)
Dept. and Director of Dears Brain Co., Ltd.
May 2019
Joined Asahi Light Metal Industry Co., Ltd.
5General Manager of Business Planning Officeof Asahi Light Metal Industry Co., Ltd.
April 2023
Outside Director, TOHO Co., Ltd. (current
position)
Significant concurrent positions outside the Company
Outside Director, TOHO Co., Ltd.
Reasons for nomination as candidate for Outside Director and overview of expected role
Chie Tomari has held key positions in operating companies and has extensive experience in marketing andadministrative operations. Furthermore, she serves as chairperson of the Women’s Advancement and Promotion
Committee, and has experience of involvement in the development of many female managers. We have nominated her
as a new candidate for Outside Director in the expectation that she will apply this experience and knowledge to the
management of the Company.
(Notes) 1. New candidates are indicated by an asterisk (*).
2. There is no special interest between any of the candidates and the Company.
3. Chie Tomari is a candidate for Outside Director.
4. If Chie Tomari is elected as a Director as proposed, pursuant to Article 427, paragraph (1) of the Companies Act and theCompany’s Articles of Incorporation, the Company plans to enter into an agreement with her to limit her liability fordamages as provided for in Article 423, paragraph (1) of the Companies Act to the amount provided for in laws andregulations.
5. The Company has entered into an indemnity agreement as specified in Article 430-2, paragraph (1) of the Companies
Act with the incumbent Directors. A summary of the details of this indemnity agreement is provided in “2. Current
Status of the Company (3) Status of Company Officers (ii) Summary of Terms of Indemnity Agreement” of the Business
Report. If the reelection of the candidates, who are currently Directors, is approved, the Company plans to renew the
aforementioned indemnity agreement with each of them. If the election of Chie Tomari is approved, the Company willenter into an indemnity agreement with her with the same terms.
6. The Company has entered into a directors and officers liability insurance contract as specified in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. A summary of the details of this indemnity agreement
is provided in “2. Current Status of the Company (3) Status of Company Officers (iii) Summary of Terms of Officers’
Liability Insurance Policies” of the Business Report. If the election of each candidate is approved, each candidate will be
insured by the said insurance contract. The said insurance contract is planned to be renewed under equivalent terms andconditions when it is renewed next time.
7. If Chie Tomari is elected as a Director as proposed, the Company plans to register her as an Independent Director as
stipulated by the Tokyo Stock Exchange, Inc.

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[For your information: skill matrix of Directors]
If Proposal 2 is approved and adopted as originally proposed, the skill matrix of Directors as of the conclusion of this general meeting
will be as follows.
Technical
Finance,
SDGs &
development,
Sales &
accounting & Legal affairs &GlobalNamecorporate
manufacturing &marketinghuman resources risk management
management
ITmanagement
〇
〇
〇
〇
〇
Yoshihiro Koroyasu〇〇〇〇
Kiyoshi Murata〇〇〇〇
Tetsuzo Sato〇〇〇〇
Takashi Kagen〇〇〇
Chie Tomari〇〇〇
Takashi Abe〇
Koji Hayashi〇〇
Ichiro Kawashima〇
Yoshimasa Oki* The above list does not represent all specialties and experience that each Director candidate has.

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Proposal No. 3

Revision of Remuneration for Directors (Excluding Directors Who Are Members of Audit &Supervisory Committee)
At its 116th Annual General Meeting of Shareholders held on June 26, 2020, the Company gained approval withrespect to the amount of remuneration for the Company’s Directors (excluding Directors who are Members of
Audit & Supervisory Committee), for an amount not exceeding ¥204,500 thousand annually (not including theemployee salary portion), and this has remained in place until now. However, recently the Company has proposed
the new election of one Outside Director in Proposal No. 2, “Election of Five Directors (Excluding Directors Who
Are Members of Audit & Supervisory Committee),” with the intention of further strengthening the supervisory
function of the Board of Directors (strengthening corporate governance). If this proposal is approved and adopted
in its original form, then one Outside Director (excluding Directors who are Members of Audit & Supervisory
Committee) will be elected and the responsibilities and expected role of Outside Directors may increase in the
future. Taking this into consideration, we request that the amount of remuneration for Directors (excluding
Directors who are Members of Audit & Supervisory Committee) remain at the current annual amount of up to¥204,500 thousand, and the amount of remuneration therein for Outside Directors be set at an annual amount of up
to ¥10,000 thousand. The Company requests that the amount of remuneration for Directors does not include theportion of employee salaries for Directors concurrently serving as employees, as before. Furthermore, theremuneration for Outside Directors is composed solely of basic remuneration.
This proposal has been decided by the Board of Directors after taking advice from the Remuneration Committee,
which is composed with a majority of independent Outside Directors, giving consideration to whether the proposal
is in line with the Company’s policy regarding determination of content of executive remuneration, etc. (as statedin page 19 to 21 of the Business Report (in Japanese only)), predicated on the abovementioned situation. As such,
we judge this proposal to be reasonable.
Currently there are four Directors (excluding Directors who are Members of Audit & Supervisory Committee); andif Proposal No. 2, “Election of Five Directors (Excluding Directors Who Are Members of Audit & Supervisory
Committee),” is approved in its original form, then there will be five Directors (including one Outside Director).
Furthermore, as a separate allocation, shareholders have approved an annual remuneration amount of up to ¥50,000
thousand for granting restricted shares to Directors (excluding Directors who are Audit & Supervisory Committee
Members) at the 114th Annual General Meeting of shareholders, held on June 28, 2018. There is no change to thisallocation.

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