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 5, 2020
To our shareholders:
Katsuhiko Tokita
President & CEO
TOKAI Holdings Corporation
2-6-8 Tokiwa-cho, Aoi-ku, Shizuoka City, Shizuoka
Prefecture, JapanNOTICE OF THE 9TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 9th 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 Wednesday, June 24, 2020
(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 Wednesday, June 24, 2020 (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
no later than 5:45 p.m. on Tuesday, June 24, 2020 (JST).

1. Date and Time: Thursday, June 25, 2020 at 10:00 a.m. (JST) (Reception will begin at 9:00 a.m.)
2. Place:
Aoi Tower GRANDAIR, Bouquet TOKAI “Symphony” on the fourth floor
17-1 Kouyamachi, Aoi-ku, Shizuoka City, Shizuoka Prefecture, Japan
3. Agenda:
Matters to be reported:
1 Business Report and Consolidated Financial Statements for the 9th Term (from April 1, 2019 to March 31,2020), 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 9th Term (from April 1, 2019 to March 31, 2020)
Matters 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(https://www.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(https://www.tokaiholdings.co.jp/ir/library/meeting.html) based on laws and regulations and in accordance with the provisions ofArticle 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: 1,839,016,648 yen(3) Effective date of distribution of dividends of surplus
June 26, 2020-2-

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 reelection of ten (10) Directors.
The candidates for Directors are as follows:
No.
1

Name
Katsuhiko Tokita

2

Takanori Mamuro3

Hidetsugu Mizoguchi

4

Toshinori Nakamura

5
6
7
8

Katsuo Oguri
Yasuhiro Fukuda
Mitsuhaya Suzuki
Shoji Uematsu

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 ofBusiness Development Promotion Division, and in charge ofGroup M&A Promotion OfficeDirector, Senior Operating Officer and General Manager ofCorporate Management Division
Director
Director
Director
Director

9

Masahiro Sone

Director

10

Masahiro Goto

DirectorReelection: 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
Reelection
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
364,130
Tenure as Director
the Company (present position)
9 years and 3 months
Apr. 2011
Representative Director and President ofAttendance at meetings of the
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
Takanori Mamuro
TOKAI CORPORATION(September 4, 1952)
Apr. 2010
Director, Executive Operating Officer andReelection
General Manager of Administration
124,100
Tenure as Director
Headquarters of TOKAI CORPORATION
9 years and 3 months
Apr. 2011
Director, Executive Operating Officer andAttendance at meetings of theGeneral Manager of Administration
Board of Directors
Headquarters of the Company
13/13 (100%)
Apr. 2012
Representative Director and Executive
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
Apr. 2016
Representative Director and Chairman of
TOKAI Life Plus Corporation
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.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Oct. 20093

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
Apr. 2011
Director, Senior Operating Officer and Deputy(November 20, 1961)
General Manager of Corporate Planning
Division of the Company
Reelection
Apr. 2012
Director, Senior Operating Officer and Deputy
28,684
Tenure as Director
General Manager of Corporate Planning
9 years and 3 months
Division and General Manager of Marketing
Attendance at meetings of theDivision of the Company
Board of Directors
Apr.
2015
Director, Senior Operating Officer and General
13/13 (100%)
Manager of Corporate Planning Division of theCompany
Apr. 2016
Director, Senior Operating Officer and General
Manager of Business Development Promotion
Division of the Company
Nov. 2019
Director, Senior Operating Officer, General
Manager of Business Development Promotion
Division, and in charge of Group M&A
Promotion Office of the Company (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.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1993
Apr. 20094

5

Number of theCompany’s shares
ownedJoined TOKAI CORPORATION
General Manager of Corporate Accounting
Division of TOKAI Communications
Corporation
Apr. 2013
General Manager of Corporate Management
Division of the Company
Toshinori Nakamura
May 2018
In charge of Corporate Management Division(November 10, 1969)
and Corporate Accounting Division, andGeneral Manager of Corporate Accounting
Reelection
Division of the Company
7,885
Tenure as Director
Apr. 2019
Operating Officer, in charge of Corporate
1 yearManagement Division and Corporate
Attendance at meetings of the
Accounting Division, and General Manager ofBoard of Directors
Corporate Accounting Division of the Company
10/10 (100%)
June 2019
Director and Operating Officer, in charge ofCorporate Management Division and Corporate
Accounting Division, and General Manager ofCorporate Accounting Division of the Company
Apr. 2020
Director, Senior Operating Officer and General
Manager of Corporate Management Division of
the Company (present position)
Reasons, etc. for nomination as candidate for Director
Toshinori Nakamura has served as a person in charge of Corporate Management Division and Corporate Accounting
Division, and as General Manager of the Corporate Management 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.
Apr. 1982
Joined TOKAI CORPORATION
June 1995
Head of Chuen Branch of TOKAICORPORATION
June 2008
Operating Officer of TOKAI CORPORATION
Apr. 2011
Managing Director of TOKAI CORPORATION
Katsuo Oguri
Apr. 2015
Representative Director and Vice President of(February 10, 1959)
TOKAI CORPORATION
Apr. 2015
Executive Operating Officer of the Company
Reelection
Apr. 2015
Representative Director and Chairman of
41,350Tenure as Director
Energy Line Corporation (present position)
5 years
Apr. 2015
Representative Director and President ofAttendance at meetings of the
JOYNET Co., Ltd. (present position)
Board of Directors
June 2015
Director of the Company (present position)
13/13 (100%)
Apr. 2016
Representative Director and President of
TOKAI CORPORATION (present position)
Sept. 2019
Representative Director and Chairman of
Nissan Tri Star Construction, Inc. (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.

-7-

No.

Name
(Date of birth)

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

6

7

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
83,102
Tenure as Directorof TOKAI Communications Corporation
9 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)
12/13 (92.3%)
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
24,352
Tenure as Directorof the Company
9 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.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Mar. 1978
May 2004

89Number of theCompany’s shares
ownedJoined TOKAI GAS CORPORATION
General Manager, High Pressure Gas Business
Division, Tokyo Head Office of TOKAICORPORATION
June 2006
Director of TOKAI CORPORATION
June 2008
Operating Officer of TOKAI CORPORATION
Shoji Uematsu
Apr. 2010
Senior Operating Officer of TOKAI(March 27, 1956)
CORPORATION
Apr. 2011
Managing Director of TOKAI CORPORATION
Reelection
41,890Tenure as Director
Apr. 2013
Representative Director and President of
1 yearTokaizosen-unyu Corporation
Attendance at meetings of the Apr. 2015
Managing Director of TOKAI CORPORATION
Board of Directors
Apr. 2017
Executive Director of TOKAI GAS
10/10 (100%)CORPORATION
Apr. 2019
Representative Director and President of
TOKAI GAS CORPORATION (present
position)
Apr. 2019
Executive Operating Officer of the Company
June 2019
Director of the Company (present position)
Reasons, etc. for nomination as candidate for Director
Shoji Uematsu has served as Representative Director of TOKAI GAS 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.
Apr. 1964
Joined Fuji Television Network, Inc.
June 1995
Director of Fuji Television Network, Inc.
Masahiro Sone
June 1998
Executive Director of Shizuoka Telecasting(July 27, 1940)
Co., Ltd.
June 2005
Representative Director and President ofReelection
Shizuoka Telecasting Co., Ltd.
0
Tenure as Director
June 2009
Representative Director and Chairman of
7 years
Shizuoka Telecasting Co., Ltd.
Attendance at meetings of theJune 2011
Director and Corporate Counselor of Shizuoka
Board of Directors
Telecasting Co., Ltd.
13/13 (100%)
June 2013
Outside Director of the Company (present
position)
Reasons, etc. for nomination as candidate for Outside Director
Masahiro Sone has served as Representative Director of Shizuoka Telecasting Co., Ltd. and has abundant experienceand 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 to continue serving as an Outside Director.

-9-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1976
Nov. 2002
June 2003

Number of theCompany’s shares
ownedJoined Shizuoka Bank, Ltd.
Executive Officer of Shizuoka Bank, Ltd.
Senior Executive Officer of Shizuoka Bank,
Ltd.
June 2007
Director and Senior Executive Officer ofMasahiro Goto
Shizuoka Bank, Ltd.
(July 7, 1952)
June 2010
Representative Director and Senior Managing
Executive Officer of Shizuoka Bank, Ltd.
Reelection
June 2012
Representative Director and Vice President of0
Tenure as Director
Shizuoka Bank, Ltd.
2 years
June 2015
Director of Shizuoka Bank, Ltd.
Attendance at meetings of the10
June 2015
Representative Director and Chairman ofBoard of Directors
SHIZUGIN BUSINESS CREATE CO., LTD.
13/13 (100%)
June 2015
Representative Director and Chairman of
SHIZUGIN GENERAL SERVICE CO., LTD.
June 2018
Outside Director of the Company (present
position)Jan. 2019
Director of Goto Kikaku, Ltd. (present position)
Reasons, etc. for nomination as candidate for Outside Director
Masahiro Goto has served as Representative Director 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 to continue serving
as an 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 seven (7) years.
4. Masahiro Goto 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 two (2) years.
5. The Company has designated and registered Masahiro Sone and Masahiro Goto as Independent Officers as stipulated by
the Tokyo Stock Exchange. If their election is approved, the Company plans for their designation as Independent
Officers to continue.

- 10 -