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: 3167
June 8, 2018
To our shareholders:
Katsuhiko Tokita
President & CEO
TOKAI Holdings Corporation
2-6-8 Tokiwa-cho, Aoi-ku, Shizuoka City, Shizuoka
Prefecture, JapanNOTICE OF THE 7TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 7th Ordinary General Meeting of Shareholders of TOKAI Holdings
Corporation (the “Company”), which will be held as described below.
Please note that if you are unable to attend on the day itself, you can exercise your voting rights using any of thefollowing methods. We would ask that you examine the Reference Documents for the General Meeting of
Shareholders and vote before the close of the Company’s business day (5:45 p.m.) on Tuesday, June 26, 2018 (JST).
Guidance on the Exercising of Voting Rights[For persons exercising voting rights in writing]
Please indicate your approval or disapproval of the proposals on the enclosed voting form, and return it so that it
arrives no later than 5:45 p.m. on Tuesday, June 26, 2018 (JST).
[For persons exercising voting rights via the Internet, etc.]
Please access the voting website (https://www.web54.net), and enter your approval or disapproval of the proposals
by no later than 5:45 p.m. on Tuesday, June 26, 2018 (JST).

1. Date and Time: Wednesday, June 27, 2018 at 10:00 a.m. (JST) (Reception will begin at 9:00 a.m.)
2. Venue:
Aoi Tower GRANDAIR, Bouquet TOKAI “Symphony” on the fourth floor
17-1 Kouyamachi, Aoi-ku, Shizuoka City, Shizuoka Prefecture, Japan
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 7th Term (from April 1, 2017 to March 31,2018), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 7th Term (from April 1, 2017 to March 31, 2018)
Items to be resolved:
Proposal 1:
Distribution of dividends of surplus
Proposal 2:
Election of ten (10) Directors

1. If it becomes necessary to revise the Business Report, Consolidated Financial Statements, Non-Consolidated Financial Statements,
or Reference Documents for the General Meeting of Shareholders, the revised information will be posted to our corporate website(http://tokaiholdings.co.jp/ir/).
2. If attending in person, please bring your voting form with you and present it at the reception.
3. Of the materials the Company must provide along with this Notice, Notes to Consolidated Financial Statements and Notes to NonConsolidated Financial Statements are provided on the Company website (http://tokaiholdings.co.jp/ir/library/meeting.html) basedon laws and regulations and in accordance with the provisions of Article 16 of the Company’s Articles of Incorporation, and are
therefore omitted from the supplemental materials in this Notice.
The Consolidated Financial Statements and Non-Consolidated Financial Statements provided as attachments to this Notice
constitute portions of the consolidated financial statements and non-consolidated financial statements audited by the Accounting
Auditor and Audit & Supervisory Board Members in the course of preparing the audit report.

-1-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Distribution of dividends of surplus

Matters related to year-end dividends
Taking into account earnings and economic conditions and from the standpoint of paying continuous dividends toshareholders, the Company wishes to pay the year-end dividend for the fiscal year under review as follows.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
14 yen per common share of the Company. Total amount of dividends: 1,839,042,310 yen(3) Effective date of distribution of dividends of surplus
June 28, 2018-2-

Proposal 2:

Election of ten (10) Directors

The terms of office of all ten (10) Directors expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the Company proposes the election of ten (10) Directors, comprising of the reelectionof nine (9) Directors and the new election of one (1) Director.
The candidates for Directors are as follows:
No.
1

Name
Katsuhiko Tokita

2

Takanori Mamuro

3

Kazuhiro Maruyama

4

Hidetsugu Mizoguchi

5
6
7
8

Shingo Takahashi
Katsuo Oguri
Yasuhiro Fukuda
Mitsuhaya Suzuki

Current position and responsibilities in the Company
Representative Director, President and CEO
Representative Director and Vice President, and Executive
Secretary
Director, Senior Operating Officer, General Manager of Next
Generation Management Strategy Division, and in charge ofManagement Strategy Division
Director, Senior Operating Officer, General Manager ofBusiness Development Promotion Division, and in charge of
M&A Investigation and Analysis OfficeDirector
Director
Director
Director

9

Masahiro Sone

Director

10

Masahiro Goto

New election: New candidate for Director
Reelection: Candidate for reelection as Director
Outside: Candidate for Outside Director
Independent: Independent officer as provided for by the Tokyo Stock Exchange-3-

Attributes
Reelection
Reelection
Reelection

Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
New election
OutsideIndependent

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1968

1

Number of theCompany’s shares
ownedJoined Ministry of International Trade andIndustry (currently Ministry of Economy, Tradeand Industry)
June 1992
Director of General Coordination Division,
Director-General’s Secretariat, Agency for
Natural Resources and Energy
July 1993
Vice-Governor of Kyoto Prefecture
July 1996
Director-General of Bureau of Equipment of
Defense Agency
June 1998
Director-General of Small and Medium
Enterprise Agency
Sept. 1999
Member of the Board of Japan National Oil
Corporation
Sept. 2002
Adviser of TOKAI CORPORATION
June 2003
Representative Director and Vice President of
TOKAI CORPORATION
June 2005
Representative Director and President of
TOKAI CORPORATION
June 2008
Representative Director and Vice Chairman of
Katsuhiko Tokita
TOKAI CORPORATION(April 6, 1945)
Oct. 2009
Representative Director, Chairman and CEO of
TOKAI CORPORATION
Reelection
Apr. 2011
Representative Director, President and CEO of
352,430
Tenure as Director
the Company (present position)
7 years and 3 months
Representative Director and President ofAttendance at meetings of the Apr. 2011
TOKAI
Communications Corporation
Board of Directors
June 2011
Representative Director and Chairman of
13/13 (100%)TOKAI CORPORATION
Apr. 2012
Representative Director and President of
TOKAI CORPORATION
Apr. 2012
Representative Director and Chairman of
TOKAI Cable Network Corporation (present
position)
Apr. 2012
Chairman of TOKAI (Shanghai) Trade &Commerce Co., Ltd.
Apr. 2013
Representative Director and Chairman of
TOKAI GAS CORPORATION (present
position)
Oct. 2013
Representative Director and Chairman of
TOKAI Management Service Corporation(present position)
Apr. 2016
Representative Director and Chairman of
TOKAI CORPORATION (present position)
Apr. 2018
Representative Director and Chairman of
TOKAI Communications Corporation (present
position)
Reasons, etc. for nomination as candidate for Director
Katsuhiko Tokita has served as Chief Executive Officer (CEO) of TOKAI CORPORATION since October 2009 and as
Representative Director, President and CEO of the Company since April 2011, and has abundant experience and trackrecord in the Group management. As we expect him to contribute to the further development of the Group, we havenominated him as a candidate to continue serving as a Director.

-4-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1975
Dec. 1994

2

Number of theCompany’s shares
ownedJoined The Industrial Bank of Japan, Limited
Executive Secretary of TOKAICORPORATION
June 2001
General Manager of Financial Corporation
Planning Division of Mizuho Holdings, Inc.
Apr. 2003
General Manager of Human Resources
Division of TOKAI CORPORATION
June 2004
Director of TOKAI CORPORATION
May 2005
Managing Director of TOKAI CORPORATION
June 2008
Director, Senior Operating Officer and General
Manager of Administration Headquarters of
TOKAI CORPORATION
Takanori Mamuro(September 4, 1952)
Apr. 2010
Director, Executive Operating Officer andGeneral Manager of Administration
Reelection
Headquarters of TOKAI CORPORATION
123,800
Tenure as Director
Apr. 2011
Director, Executive Operating Officer and7 years and 3 months
General Manager of Administration
Attendance at meetings of the
Headquarters of the Company
Board of Directors
Apr. 2012
Representative Director and Executive
13/13 (100%)
Operating Officer of the Company
Apr. 2015
Representative Director and Vice President of
the Company
Apr. 2016
Representative Director of the Company
Apr. 2016
Representative Director and Chairman of
TOKAI City Service Corporation (present
position)
Apr. 2016
Representative Director and Chairman of
TOKAI Life Plus Corporation (present
position)
Apr. 2017
Representative Director and Vice President of
the Company (present position)
Reasons, etc. for nomination as candidate for Director
Takanori Mamuro has served as General Manager of Administration Headquarters, Executive Secretary and otherpositions of the Company, and has abundant experience and track record in the Group operations. As we expect him tocontribute to the further development of the Group, we have nominated him as a candidate to continue serving as a
Director.

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No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1983
Sept. 2010

3

Number of theCompany’s shares
ownedJoined TOKAI CORPORATION
General Manager of Planning and Research
Division and in charge of Earnings
Management Division of TOKAICORPORATION
Apr. 2011
Operating Officer and in charge of Corporate
Accounting Division and Earnings
Management Division of the Company
Kazuhiro Maruyama
Apr. 2014
Senior Operating Officer, in charge of(October 29, 1960)
Corporate Management Division and General
Manager of Corporate Accounting Division ofReelection
the Company
35,015
Tenure as Director
Apr. 2015
Senior Operating Officer and General Manager
2 yearsof Corporate Management Division and
Attendance at meetings of the
Corporate Accounting Division of the Company
Board of Directors
June
2016
Director, Senior Operating Officer, and General
13/13 (100%)
Manager of Corporate Management Division
and Corporate Accounting Division of theCompany
May 2018
Director, Senior Operating Officer, General
Manager of Next Generation Management
Strategy Division, and in charge ofManagement Strategy Division (present
position)
Reasons, etc. for nomination as candidate for Director
Kazuhiro Maruyama has served as a person in charge of Corporate Management Division, General Manager ofCorporate Management Division, General Manager of Next Generation Management Strategy Division and otherpositions of the Company, and has abundant experience and track record in the Group operations. As we expect him tocontribute to the further development of the Group, we have nominated him as a candidate to continue serving as a
Director.

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No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Oct. 2009

4

Number of theCompany’s shares
ownedJoined TOKAI CORPORATION
General Manager of Planning and Research
Division of TOKAI CORPORATION
Dec. 2009
Operating Officer and in charge of Planningand Research Division of TOKAICORPORATION
Nov. 2010
Operating Officer and in charge of Group
Consolidation General Promotion Office andPlanning and Research Division of TOKAICORPORATION
Hidetsugu Mizoguchi(November 20, 1961)
Apr. 2011
Director, Senior Operating Officer and Deputy
General Manager of Corporate Planning
Reelection
Division of the Company
24,684
Tenure as Director
Apr. 2012
Director, Senior Operating Officer and Deputy
7 years and 3 months
General Manager of Corporate Planning
Attendance at meetings of theDivision and General Manager of Marketing
Board of Directors
Division of the Company
13/13 (100%)
Apr. 2015
Director, Senior Operating Officer and General
Manager of Corporate Planning Division of theCompany
Apr. 2016
Director, Senior Operating Officer and General
Manager of Business Development Promotion
Division of the Company
Apr. 2018
Director, Senior Operating Officer, General
Manager of Business Development Promotion
Division, and in charge of M&A Investigation
and Analysis Office (present position)
Reasons, etc. for nomination as candidate for Director
Hidetsugu Mizoguchi has served as General Manager of Marketing Division, General Manager of Corporate Planning
Division, General Manager of Business Development Promotion Division and other positions of the Company, and hasabundant experience and track record in the Group operations. As we expect him to contribute to the further
development of the Group, we have nominated him as a candidate to continue serving as a Director.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1974
June 1998
June 2003
June 2008

5

6

Number of theCompany’s shares
ownedJoined TOKAI CORPORATION
Director of TOKAI CORPORATIONManaging Director of TOKAI CORPORATION
Senior Operating Officer of TOKAICORPORATION
June 2009
Director and Executive Operating Officer of
TOKAI CORPORATION
June 2009
Representative Director and President of
JOYNET Co., Ltd.
Shingo Takahashi
Apr. 2011
Director and Vice President of TOKAI(December 10, 1951)
CORPORATION
Reelection
Apr. 2012
Representative Director and Vice President of
157,071
Tenure as Director
TOKAI CORPORATION
6 years
June 2012
Director of the Company
Attendance at meetings of the Apr. 2015
Representative Director of the Company
Board of Directors
Apr. 2015
Representative Director and Chairman of
13/13 (100%)TOKAI City Service Corporation
Apr. 2015
Representative Director and Chairman ofBouquet Tokai Mishima Corporation
Apr. 2015
Representative Director and Chairman of
TOKAI Life Plus Corporation
Apr. 2016
Representative Director and President of
TOKAI GAS CORPORATION (present
position)
Apr. 2016
Director of the Company (present position)
Reasons, etc. for nomination as candidate for Director
Shingo Takahashi has served as Representative Director and President of TOKAI GAS CORPORATION, our groupcompany. As we expect him to provide advice on the Group’s business from the professional perspectives, we havenominated him as a candidate to continue serving as a Director.
Apr. 1982
Joined TOKAI CORPORATION
Apr. 1995
Head of Chuen Branch of TOKAICORPORATION
June 2008
Operating Officer of TOKAI CORPORATION
Katsuo Oguri
Apr. 2011
Managing Director of TOKAI CORPORATION(February 10, 1959)
Apr. 2015
Representative Director and Vice President of
TOKAI CORPORATION
Reelection
39,750Tenure as Director
Apr. 2015
Executive Operating Officer of the Company
3 years
Apr. 2015
Representative Director and Chairman ofAttendance at meetings of theEnergy Line Corporation (present position)
Board of Directors
Apr. 2015
Representative Director and President of
13/13 (100%)JOYNET Co., Ltd. (present position)
June 2015
Director of the Company (present position)
Apr. 2016
Representative Director and President of
TOKAI CORPORATION (present position)
Reasons, etc. for nomination as candidate for Director
Katsuo Oguri has served as Representative Director of TOKAI CORPORATION, our group company. As we expect
him to provide advice on the Group’s business from the professional perspectives, we have nominated him as a
candidate to continue serving as a Director.

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No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Jan. 2001

7

8

Number of theCompany’s shares
ownedJoined TOKAI CORPORATION
Director of Tokai Broadband Communications
Co., Ltd.
Oct. 2005
Managing Director of TOKAI Communications
Corporation
Yasuhiro Fukuda
June 2008
Executive Director of TOKAI Communications(December 25, 1957)
Corporation
Reelection
June 2010
Representative Director and Executive Officer
82,402
Tenure as Directorof TOKAI Communications Corporation
7 years and 3 months
Apr. 2011
Representative Director and Vice President ofAttendance at meetings of the
TOKAI Communications Corporation
Board of Directors
Apr. 2011
Director of the Company (present position)
13/13 (100%)
Apr. 2013
Representative Director and President of
TOKAI Cable Network Corporation
Apr. 2018
Representative Director and President of
TOKAI Communications Corporation (present
position)
Reasons, etc. for nomination as candidate for Director
Yasuhiro Fukuda has served as Representative Director of TOKAI Communications Corporation, our group company.
As we expect him to provide advice on the Group’s business from the professional perspectives, we have nominatedhim as a candidate to continue serving as a Director.
Apr. 1983
Joined TOKAI CORPORATION
May 2008
General Manager of Security Net Business
Division of TOKAI CORPORATION
June 2008
Operating Officer and General Manager ofSecurity Net Business Division of TOKAICORPORATION
Sept. 2010
Operating Officer and in charge of New
Mitsuhaya Suzuki
Business Development Division of TOKAI(August 21, 1957)
CORPORATION
Apr. 2011
Director, Senior Operating Officer and in
Reelection
charge of New Business Development Division
23,852
Tenure as Directorof the Company
7 years and 3 months
Apr. 2012
Director, Senior Operating Officer and in
Attendance at meetings of thecharge of overseas business of the Company
Board of Directors
Apr. 2012
Director of TOKAI (Shanghai) Trade &13/13 (100%)Commerce Co., Ltd.
Apr. 2014
Director of the Company (present position)
May 2015
Representative Director and Vice President of
TOKAI Communications Corporation
Apr. 2018
Representative Director and President of
TOKAI Cable Network Corporation (present
position)
Reasons, etc. for nomination as candidate for Director
Mitsuhaya Suzuki has served as Representative Director of TOKAI Cable Network Corporation, our group company.
As we expect him to provide advice on the Group’s business from the professional perspectives, we have nominatedhim as a candidate to continue serving as a Director.

-9-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1964
June 1995
June 1998

Number of theCompany’s shares
ownedJoined Fuji Television Network, Inc.
Director of Fuji Television Network, Inc.
Masahiro Sone
Executive Director of Shizuoka Telecasting(July 27, 1940)
Co., Ltd.
Reelection
June 2005
Representative Director and President of0
Tenure as Director
Shizuoka Telecasting Co., Ltd.
5 years
June 2009
Representative Director and Chairman ofAttendance at meetings of the9
Shizuoka Telecasting Co., Ltd.
Board of Directors
June 2011
Director and Corporate Counselor of Shizuoka
13/13 (100%)
Telecasting Co., Ltd.
June 2013
Director of the Company (present position)
Reasons, etc. for nomination as candidate for Outside Director
Masahiro Sone serves as Representative Director of Shizuoka Telecasting Co., Ltd. and has abundant experience anddeep insight related to corporate management. As we expect him to utilize his experience and insight to the
management of the Group, we have nominated him as a candidate to continue serving as an Outside Director.
Apr. 1976
Joined Shizuoka Bank, Ltd.
Nov. 2002
Executive Officer of Shizuoka Bank, Ltd.
June 2003
Senior Executive Officer of Shizuoka Bank,Ltd.
Masahiro Goto
June 2007
Director and Senior Executive Officer of(July 7, 1952)
Shizuoka Bank, Ltd.
June 2010
Director and Senior Managing Executive
New election
Officer of Shizuoka Bank, Ltd.
0
Tenure as Director
June 2012
Vice President of Shizuoka Bank, Ltd.
- years
Director of Shizuoka Bank, Ltd. (present
Attendance at meetings of the June 201510
position)
Board of Directors
June 2015
Representative Director and Chairman of-/- ( - %)SHIZUGIN BUSINESS CREATE CO., LTD.
(present position)
June 2015
Representative Director and Chairman of
SHIZUGIN GENERAL SERVICE CO., LTD.
Reasons, etc. for nomination as candidate for Outside Director
Masahiro Goto has served as Vice President of Shizuoka Bank, Ltd. and Representative Director of its groupcompanies, and has abundant experience and deep insight related to corporate management. As we expect him to utilize
his experience and insight to the management of the Group, we have nominated him as a candidate for Outside Director.
Notes: 1. Masahiro Sone and Masahiro Goto are candidates for Outside Director.
2. There is no special interest between any of the candidates and the Company.
3. Masahiro Sone currently serves as Outside Director of the Company, and as of the conclusion of this Ordinary General
Meeting of Shareholders, he will have served as Outside Director for five (5) years.
4. The Company has designated and registered Masahiro Sone as an Independent Officer as stipulated by the Tokyo Stock
Exchange. If his election is approved, the Company plans for his designation as an Independent Officer to continue.
5. The Company has determined that there are no concerns in regard to the independence of Masahiro Goto. If his election
is approved, the Company plans to designate him as an Independent Officer as stipulated by the Tokyo Stock Exchange.

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