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 9, 2017
To our shareholders:
Katsuhiko Tokita
President & CEO
TOKAI Holdings Corporation
2-6-8 Tokiwa-cho, Aoi-ku, Shizuoka City, Shizuoka
Prefecture, JapanNOTICE OF THE 6TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 6th 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 27, 2017
(JST).
[In the case of voting in writing]
Please indicate your approval or disapproval of the proposals on the enclosed voting form, and return it so that itarrives no later than the above voting deadline.
[In the case of voting via the Internet, etc.]
Please access the voting website (http://www.web54.net) using the voting code and password shown on yourvoting form, and enter your approval or disapproval of the proposals following the instructions on your screen
before the close of the Company’s business day (5:45 p.m.) on Tuesday, June 27, 2017 (JST).
For information on voting via the Internet, etc., please see “Guide to Voting via the Internet, etc.” (Japanese only)

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.

1. Date and Time: Wednesday, June 28, 2017 at 10:00 a.m. (JST)
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 6th Term (from April 1, 2016 to March 31,2017), 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 6th Term (from April 1, 2016 to March 31, 2017)
Items to be resolved:
Proposal 1:
Distribution of dividends of surplus
Proposal 2:
Partial amendments to the Articles of Incorporation
Proposal 3:
Election of ten (10) Directors
4. Matters to be Resolved at the Meeting(1) If approval or disapproval is not indicated on the voting form, it shall be deemed to indicate approval.
(2) If voting is carried out multiple times via the Internet, etc., the vote exercised last shall be deemed valid.
- 1 -(3)If voting is carried out both via voting form and via the Internet, etc., the Internet, etc. vote shall bedeemed valid.
5. Other Matters relating to This Notice
Of the materials the Company must provide along with this Notice, Notes to Consolidated Financial Statementsand Notes to Non-Consolidated Financial Statements are provided on the Company website(http://tokaiholdings.co.jp/ir/library/meeting.html) based on laws and regulations and in accordance with theprovisions of Article 16 of the Company’s Articles of Incorporation, and are therefore omitted from thesupplemental materials in this Notice.
The Consolidated Financial Statements and Non-Consolidated Financial Statements provided as attachments tothis 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 ofpreparing the audit report.

- 2 -Reference Documents for the General Meeting of Shareholders
Proposals and reference matters
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, with steady improvement in earnings and finances, the Company wishes to increase 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
The Company proposes to pay a dividend of 17 yen per share, adding a commemorative dividend of 6 yen forachieving the goals of the Innovation Plan 2016 “Growing” mid-term management plan, to a dividend of 11
yen per common share of the Company. (An increase of 9 yen compared with the previous fiscal year)
Total amount of dividends: 2,162,131,264 yen(3) Effective date of distribution of dividends of surplus
June 29, 2017

- 3 -Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for changes
In accordance with the Revised Gas Business Act that came into effect on April 1, 2017, the business type has
been revised. As a result, part of the Purposes of Article 2 of the current Articles of Incorporation shall beamended as required.
2. Details of the amendments
The details of the changes are as follows:(Amended parts are underlined)
Proposed amendments

Current Articles of Incorporation(Purpose)(Purpose)
Article 2Article 2
The Company aims to control/manage the business activities ofThe Company aims to control/manage the business activities offirms conducting the following operations, or foreign firms
firms conducting the following operations, or foreign firms
conducting corresponding operations, by holding shares or
conducting corresponding operations, by holding shares or
equity in said firms.
equity in said firms.
(1) (Omitted)(1) (Unchanged)(2) Operations relating to the general gas business, thesimplified gas business, the gas pipeline business, thewholesale gas business, renewable energy power
generation, and the supply, sale, and such of electrical
power and heat.
(3)-(44) (Omitted)(2) Operations related to the retail gas business, the gas
pipeline business, the gas manufacturing business,renewable energy power generation, and the supply, sale,and such of electrical power and heat.
(3)-(44) (Unchanged)- 4 -Proposal 3:

Election of ten (10) Directors

The terms of office of all ten (10) Directors expire at the conclusion of this Ordinary General Meeting ofShareholders. Accordingly, the Company proposes the election of ten (10) Directors.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the CompanyApr. 1968

June 1992

July 1993
July 1996
June 1998
Sept. 1999Sept. 2002
June 2003
June 2005
June 2008
Oct. 20091

Katsuhiko Tokita(April 6, 1945)

Apr. 2011
Apr. 2011

June 2011
Apr. 2012
Apr. 2012

Apr. 2012
Apr. 2013

Oct. 2013

Apr. 2016

Joined Ministry of International Trade andIndustry (currently Ministry of Economy, Tradeand Industry)
Director of General Coordination Division,
Director-General’s Secretariat, Agency for
Natural Resources and Energy
Vice-Governor of Kyoto Prefecture
Director-General of Bureau of Equipment ofDefense Agency
Director-General of Small and Medium
Enterprise Agency
Member of the Board of Japan National OilCorporation
Adviser of TOKAI CORPORATION
Representative Director and Vice President of
TOKAI CORPORATION
Representative Director and President of
TOKAI CORPORATION
Representative Director and Vice Chairman of
TOKAI CORPORATION
Representative Director, Chairman and CEO of
TOKAI CORPORATION
Representative Director, President and CEO of
the Company (present position)
Representative Director and President of
TOKAI Communications Corporation (presentposition)
Representative Director and Chairman of
TOKAI CORPORATION
Representative Director and President of
TOKAI CORPORATION
Representative Director and Chairman of
TOKAI Cable Network Corporation (presentposition)
Chairman of TOKAI (Shanghai) Trade &Commerce Co., Ltd.
Representative Director and Chairman of
TOKAI GAS CORPORATION (presentposition)
Representative Director and Chairman of
TOKAI Management Service Corporation(present position)
Representative Director and Chairman of
TOKAI CORPORATION (present position)- 5 -Number of theCompany’s shares
owned

345,830

No.

Name(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1975
Dec. 1994
June 2001
Apr. 2003
June 2004
May 2005
June 2008

Apr. 2010
2Takanori Mamuro(September 4, 1952)

Apr. 2011

Apr. 2012
Apr. 2015
Apr. 2016
Apr. 2016

Apr. 2016

Apr. 2017
Apr. 1983
Sept. 2010

Apr. 2011

Apr. 2014

3

Kazuhiro Maruyama(October 29, 1960)

Apr. 2015

June 2016

Apr. 2017

Joined The Industrial Bank of Japan, Limited
Executive Secretary of TOKAICORPORATION
General Manager of Financial Corporation
Planning Division of Mizuho Holdings, Inc.
General Manager of Human Resources
Division of TOKAI CORPORATION
Director of TOKAI CORPORATIONManaging Director of TOKAICORPORATION
Director, Senior Operating Officer and General
Manager of Administration Headquarters ofTOKAI CORPORATION
Director, Executive Operating Officer andGeneral Manager of Administration
Headquarters of TOKAI CORPORATION
Director, Executive Operating Officer andGeneral Manager of Administration
Headquarters of the Company
Representative Director and Executive
Operating Officer of the Company
Representative Director and Vice President ofthe Company
Representative Director of the Company
Representative Director and Chairman of
TOKAI City Service Corporation (presentposition)
Representative Director and Chairman of
TOKAI Life Plus Corporation (presentposition)
Representative Director and Vice President of
the Company (present position)
Joined TOKAI CORPORATION
General Manager of Planning and Research
Division and in charge of Earnings
Management Division of TOKAICORPORATION
Operating Officer and in charge of CorporateAccounting Division and Earnings
Management Division of the Company
Senior Operating Officer, in charge ofCorporate Management Division and General
Manager of Corporate Accounting Division ofthe CompanySenior Operating Officer and General Managerof Corporate Management Division andCorporate Accounting Division of theCompany
Director, Senior Operating Officer, and General
Manager of Corporate Management Division
and Corporate Accounting Division of theCompany
Director, Senior Operating Officer, General
Manager of Corporate Management Division
and Corporate Accounting Division, andGeneral Manager of CS Promotion Office ofthe Company (present position)- 6 -Number of theCompany’s sharesowned

123,700

34,515

No.

Name(Date of birth)

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

Nov. 2010

Apr. 2011

4Hidetsugu Mizoguchi(November 20, 1961)

Apr. 2012

Apr. 2015

Apr. 2016

May 2017

Apr. 1974
June 1998
June 2003
June 2008
June 2009
June 2009
Apr. 20115

Shingo Takahashi(December 10, 1951)

Apr. 2012
June 2012
Apr. 2015
Apr. 2015
Apr. 2015
Apr. 2015
Apr. 2016

Apr. 2016

Joined TOKAI CORPORATION
General Manager of Planning and Research
Division of TOKAI CORPORATION
Operating Officer and in charge of Planningand Research Division of TOKAICORPORATION
Operating Officer and in charge of Group
Consolidation General Promotion Office andPlanning and Research Division of TOKAICORPORATION
Director, Senior Operating Officer and Deputy
General Manager of Corporate Planning
Division of the Company
Director, Senior Operating Officer and Deputy
General Manager of Corporate Planning
Division and General Manager of Marketing
Division of the Company
Director, Senior Operating Officer and General
Manager of Corporate Planning Division of theCompany
Director, Senior Operating Officer and General
Manager of Business Development Promotion
Division of the Company
Director, Senior Operating Officer, General
Manager of Business Development Promotion
Division, and in charge of Business
Development & Alliance Promotion Divisionand Group M & A Promotion Office of theCompany (present position)
Joined TOKAI CORPORATION
Director of TOKAI CORPORATIONManaging Director of TOKAICORPORATION
Senior Operating Officer of TOKAICORPORATION
Director and Executive Operating Officer of
TOKAI CORPORATION
Representative Director and President of
JOYNET Co., Ltd.
Director and Vice President of TOKAICORPORATION
Representative Director and Vice President of
TOKAI CORPORATION
Director of the Company
Representative Director of the Company
Representative Director and Chairman ofTOKAI City Service Corporation
Representative Director and Chairman ofBouquet Tokai Mishima Corporation
Representative Director and Chairman of
TOKAI Life Plus Corporation
Representative Director and President of
TOKAI GAS CORPORATION (presentposition)
Director of the Company (present position)- 7 -Number of theCompany’s shares
owned

24,584

156,771

No.

Name(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1982
Apr. 1995
June 2008
Apr. 2011
Apr. 2015

6

Katsuo Oguri(February 10, 1959)

Apr. 2015
Apr. 2015
Apr. 2015
June 2015
Apr. 2016
Apr. 1980
Jan. 2001
Oct. 2005
June 2008

7Yasuhiro Fukuda(December 25, 1957)

June 2010
Apr. 2011
Apr. 2011
Apr. 2013

Apr. 1983
May 2008
June 2008

Sept. 20108Mitsuhaya Suzuki(August 21, 1957)

Apr. 2011

Apr. 2012
Apr. 2012
Apr. 2014
May 2015

Joined TOKAI CORPORATIONHead of Chuen Branch of TOKAICORPORATION
Operating Officer of TOKAI CORPORATIONManaging Director of TOKAICORPORATION
Representative Director and Vice President of
TOKAI CORPORATION
Executive Operating Officer of the Company
Representative Director and Chairman ofEnergy Line Corporation (present position)
Representative Director and President ofJOYNET Co., Ltd. (present position)
Director of the Company (present position)
Representative Director and President ofTOKAI CORPORATION (present position)
Joined TOKAI CORPORATION
Director of Tokai Broadband Communications
Co., Ltd.
Managing Director of TOKAI Communications
Corporation
Executive Director of TOKAI Communications
Corporation
Representative Director and Executive Officerof TOKAI Communications Corporation
Representative Director and Vice President of
TOKAI Communications Corporation
Director of the Company (present position)
Representative Director and President of
TOKAI Cable Network Corporation (presentposition)
Joined TOKAI CORPORATION
General Manager of Security Net Business
Division of TOKAI CORPORATION
Operating Officer and General Manager ofSecurity Net Business Division of TOKAICORPORATIONOperating Officer and in charge of New
Business Development Division of TOKAICORPORATION
Director, Senior Operating Officer and in
charge of New Business Development Divisionof the Company
Director, Senior Operating Officer and incharge of overseas business of the Company
Director of TOKAI (Shanghai) Trade &Commerce Co., Ltd.
Director of the Company (present position)
Representative Director and Vice President ofTOKAI Communications Corporation (presentposition)- 8 -Number of theCompany’s shares
owned

39,15082,002

23,552

No.

Name(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the CompanyApr. 1971
Apr. 1999

June 2001
9Kenichi Kobayashi(January 10, 1948)

June 2003
June 2005
June 2010
Apr. 2011
June 2015
Apr. 1964
June 1995
June 1998

10Masahiro Sone
(July 27, 1940)

June 2005
June 2009
June 2011
June 2013

Notes:

Joined Shizuoka Bank, Ltd.
Operating Officer and General Manager ofMarketing Division of Head Office of Shizuoka
Bank, Ltd.
Senior Operating Officer of Shizuoka Bank,Ltd.
Director and Senior Operating Officer ofShizuoka Bank, Ltd.
Representative Director and President of
SHIZUGIN LEASE Co., Ltd.
Director of TOKAI CORPORATION
Director of the Company (present position)
Outside Audit & Supervisory Board Member ofBeyonz. Co., Ltd. (present position)
Joined Fuji Television Network, Inc.
Director of Fuji Television Network, Inc.
Executive Director of Shizuoka TelecastingCo., Ltd.
Representative Director and President ofShizuoka Telecasting Co., Ltd.
Representative Director and Chairman ofShizuoka Telecasting Co., Ltd.
Director and Corporate Counselor of Shizuoka
Telecasting Co., Ltd.
Director of the Company (present position)

Number of theCompany’s shares
owned

00

1. Kenichi Kobayashi and Masahiro Sone are candidates for Outside Director.
2. We have made Katsuhiko Tokita, Takanori Mamuro, Kazuhiro Maruyama, and Hidetsugu Mizoguchi, who haveabundant experience as Directors in group companies, candidates for Director, as we expect these candidates tocontribute to the further development of the group.
3. Shingo Takahashi, Katsuo Oguri, Yasuhiro Fukuda, and Mitsuhaya Suzuki are engaged as Representative Directors ofgroup companies, and we have made them candidates for Director as we expect them to be able to speak from aprofessional standpoint in various businesses.
4. Kenichi Kobayashi and Masahiro Sone have been nominated as candidates for Outside Director, given the viewpointthat management of the Company will benefit from their extensive experience and substantial knowledge relating tocorporate management.
5. There is no special interest between any of the candidates and the Company.
6. Kenichi Kobayashi 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 six years and three months.
7. 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 four years.
8. The Company has designated and registered Kenichi Kobayashi and Masahiro Sone as Independent Officers as
stipulated by the Tokyo Stock Exchange.

- 9 -