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, 2022
To our shareholders:
Katsuhiko Tokita
President & CEO
TOKAI Holdings Corporation
2-6-8 Tokiwa-cho, Aoi-ku, Shizuoka City, Shizuoka
Prefecture, JapanNOTICE OF THE 11TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 11th 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 Monday, June 27, 2022 (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 Monday, June 27, 2022 (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 Monday, June 27, 2022 (JST).

1. Date and Time: Tuesday, June 28, 2022 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 11th Term (from April 1, 2021 to March 31,2022), 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 11th Term (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal 1:
Distribution of dividends of surplus
Proposal 2:
Partial amendments to the Articles of Incorporation
Proposal 3:
Election of nine (9) 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.

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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.

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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
17 yen per common share of the Company. Total amount of dividends: 2,233,070,649 yen(3) Effective date of distribution of dividends of surplus
June 29, 2022

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Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for changes
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Article 16 paragraph 1 of the proposed amendment will be established since the Company will be obliged
to stipulate taking measures to provide information that constitutes the contents of reference materials for
the General Meeting of Shareholders in its Articles of Incorporation.
(2) With regard to information that constitutes the contents of reference materials for the General Meeting of
Shareholders for which measures for provision in electronic format have been taken, Article 16 paragraph
2 of the proposed amendment will be established to enable the Company to limit the scope of items thatare to be provided on paper-based documents delivered to shareholders who request delivery of paperbased documents to the scope stipulated by the Ministry of Justice Order.
(3) The introduction of a system for electronic provision of reference materials for the General Meeting of
Shareholders will render the provision of Article 16 of the current Articles of Incorporation unnecessary,and this will therefore be deleted.
(4)

Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established. Moreover, the supplementary provisions will bedeleted after the reference date.

2. Details of the amendments
The details of the amendments are as follows:(Amended parts are underlined)
Current Articles of Incorporation
Proposed amendments(Internet Disclosure and Deemed Provision of Reference(Deleted)
Documents for the General Meeting of Shareholders, Etc.)
Article 16
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)(Introduction of measures for providing reference documents forthe general meeting of shareholders, etc. in electronic format)
Article 16
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany is not required all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.
Articles 17-49 (Omitted)
Articles 17-49 (Unchanged)(Newly established)
Supplementary Provisions-4-

Current Articles of Incorporation

Proposed amendments(Transitional Measures for Providing Informational Materials for
the General Meeting of Shareholders in Electronic Format)
Article 1
1. The deletion of Article 16 of the pre-amended Articles ofIncorporation and establishment of Article 16 of the
Articles of Incorporation after amendment shall take effectfrom September 1, 2022.
2. Notwithstanding the provision(s) of the preceding
paragraph, Article 16 of the pre-amended Articles ofIncorporation shall remain effective regarding any general
meeting of shareholders held on a date within six months
from September 1, 2022.
3. This Article shall be deleted on the date when six months
have elapsed from September 1, 2022 or three months haveelapsed from the date of the general meeting ofshareholders in the preceding paragraph, whichever is later.

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Proposal 3:

Election of nine (9) Directors

The terms of office of all nine (9) Directors expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the Company proposes the reelection of nine (9) Directors.
The candidates for Directors are as follows:
No.
1

Name
Katsuhiko Tokita

2

Junichi Yamada

3

Toshinori Nakamura

4
5
6Katsuo Oguri
Yasuhiro Fukuda
Mitsuhaya Suzuki

Current position and responsibilities in the Company
Representative Director, President and CEO
Representative Director, Senior Operating Officer and General
Manager of Administration Headquarters
Representative Director, Senior Operating Officer and General
Manager of Corporate Management Division
Director
Director
Director

7

Masahiro Sone

Director

8

Masahiro Goto

Director

9

Nobuko Kawashima

DirectorReelection: Candidate for reelection as Director
Outside: Candidate for Outside Director
Independent: Independent officer as provided for by the Tokyo Stock Exchange-6-

Attributes
Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
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
TOKAI CORPORATION
Oct. 2009
Representative Director, Chairman and CEO of
Katsuhiko Tokita
TOKAI CORPORATION(April 6, 1945)
Apr. 2011
Representative Director, President and CEO ofReelection
the Company (present position)
376,630
Tenure as Director
Apr. 2011
Representative Director and President of
11 years and 3 months
TOKAI Communications Corporation
Attendance at meetings of the June 2011
Representative Director and Chairman ofBoard of Directors
TOKAI CORPORATION
12/12 (100%)
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)
Apr. 2021
Representative Director and Chairman of
TOKAI Venture Capital & Incubation
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.

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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. 1986
Apr. 2006

2

3

Number of theCompany’s shares
ownedJoined TOKAI CORPORATION
General Manager of Human Resources
Division of TOKAI CORPORATION
Apr. 2011
Operating Officer and General Manager of
Human Resources Division of the Company
Apr. 2012
Operating Officer and General Manager of
Human Resources Planning Division of theJunichi Yamada
Company(June 8, 1963)
Apr. 2016
Operating Officer, in charge of Human
Reelection
Resources Planning Division and Human
12,477
Tenure as Director
Resources Recruitment and Training Office of
1 yearthe Company
Attendance at meetings of the Apr. 2017
Senior Operating Officer and Deputy General
Board of Directors
Manager of Administration Headquarters of the
9/9 (100%)Company
Apr. 2020
Senior Operating Officer and General Manager
of Administration Headquarters of theCompany
June 2021
Representative Director, Senior Operating
Officer and General Manager of Administration
Headquarters of the company (present position)
Reasons, etc. for nomination as candidate for Director
Junichi Yamada has served as a person in charge of Human Resources Planning Division and Human Resources
Recruitment and Training Office, and as General Manager of Administration Headquarters Division and other positionsof the Company, and has abundant experience and track record in the Group operations. As we expect him to contributeto the further development of the Group, we have nominated him as a candidate to continue serving as a Director.
Apr. 1993
Joined TOKAI CORPORATION
Apr. 2009
General Manager of Corporate Accounting
Division of TOKAI Communications
Corporation
Apr. 2013
General Manager of Corporate Management
Division of the Company
May 2018
In charge of Corporate Management Division
and Corporate Accounting Division, andGeneral Manager of Corporate Accounting
Toshinori Nakamura
Division of the Company(November 10, 1969)
Apr. 2019
Operating Officer, in charge of Corporate
Reelection
Management Division and Corporate
10,385
Tenure as Director
Accounting Division, and General Manager of
3 years
Corporate Accounting Division of the Company
Attendance at meetings of the June 2019
Director and Operating Officer, in charge ofBoard of Directors
Corporate Management Division and Corporate
12/12 (100%)
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
June 2021
Representative 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.

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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. 1982
June 1995

4

5

Number of theCompany’s shares
ownedJoined TOKAI CORPORATIONHead of Chuen Branch of TOKAICORPORATION
June 2008
Operating Officer of TOKAI CORPORATION
Apr. 2011
Managing Director of TOKAICORPORATION
Apr. 2015
Representative Director and Vice President of
Katsuo Oguri
TOKAI CORPORATION(February 10, 1959)
Apr. 2015
Executive Operating Officer of the Company
Reelection
Apr. 2015
Representative Director and Chairman of
43,850Tenure as Director
Energy Line Corporation (present position)
7 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)
12/12 (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)
Apr. 2021
Representative Director and Chairman of
Marco Polo 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.
Apr. 1980
Joined TOKAI CORPORATION
Jan. 2001
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
83,802
Tenure as Directorof TOKAI Communications Corporation
11 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)
12/12 (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.

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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
May 2008

6

7

Number of theCompany’s shares
ownedJoined TOKAI CORPORATION
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
24,852
Tenure as Directorof the Company
11 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 &12/12 (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.
Apr. 1964
Joined Fuji Television Network, Inc.
Masahiro Sone
June 1995
Director of Fuji Television Network, Inc.
(July 27, 1940)
June 1998
Executive Director of Shizuoka TelecastingCo., Ltd.
Reelection
June 2005
Representative Director and President of
OutsideShizuoka Telecasting Co., Ltd.
0
Independent
June 2009
Representative Director and Chairman of
Tenure as Director
Shizuoka Telecasting Co., Ltd.
9 years
June 2011
Director and Corporate Counselor of Shizuoka
Attendance at meetings of theTelecasting Co., Ltd.
Board of Directors
June
2013
Outside Director of the Company (present
11/12 (91.7%)
position)
Reason for nomination as candidate for Outside Director, overview of expected role, etc.
Masahiro Sone participates in decision making from a fair and neutral standpoint as an Outside Director and provides
appropriate guidance and advice regarding management. Moreover, he has served as Representative Director of
Shizuoka Telecasting Co., Ltd. and has abundant experience and deep insight related to corporate management. As
such, we judge that he will reflect his experience and insight in regard to the management of the Group, and we havenominated him as a candidate to continue serving as an Outside Director. If he is elected as an Outside Director, we
expect him to provide advice, etc. for increasing corporate value based on his own insight regarding management policy
and strategy from a perspective of corporate management.

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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. 1976
Nov. 2002
June 2003

8

9

Notes:

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
OutsideJune 2012
Representative Director and Vice President of0
Independent
Shizuoka Bank, Ltd.
Tenure as Director
June 2015
Director of Shizuoka Bank, Ltd.
4 years
June 2015
Representative Director and Chairman ofAttendance at meetings of the
SHIZUGIN BUSINESS CREATE CO., LTD.
Board of Directors
June 2015
Representative Director and Chairman of
12/12 (100%)SHIZUGIN GENERAL SERVICE CO., LTD.
June 2018
Outside Director of the Company (present
position)Jan. 2019
Director of Goto Kikaku, Ltd. (present
position)
Reason for nomination as candidate for Outside Director, overview of expected role, etc.
Masahiro Goto participates in decision making from a fair and neutral standpoint as an Outside Director and provides
appropriate guidance and advice regarding management. Moreover, he has served as Representative Director of
Shizuoka Bank, Ltd. and as the Representative Director of the bank’s Group companies, and therefore has abundant
experience and deep insight related to corporate management. As such, we judge that he will reflect his experience andinsight in regard to the management of the Group, and we have nominated him as a candidate to continue serving as an
Outside Director.
If he is elected as an Outside Director, we expect him to provide advice, etc. for increasing corporate value based on his
own insight regarding management policy and strategy from a perspective of corporate management.
Apr. 1986
Joined The Long-Term Credit Bank of Japan,
LimitedNobuko Kawashima
Sept. 1987
Joined Dentsu Institute(October 27, 1962)
Sept. 1995
Research Fellow at Cultural Policy ResearchCenter of University of Warwick, UK
Reelection
OutsideApr. 1999
Full-time Lecturer at Faculty of Economics,
0
Independent
Doshisha University
Tenure as Director
Apr. 2004
Professor at Faculty of Economics, Doshisha
1 yearUniversity (present position)
Attendance at meetings of the June 2016
External Director of Takara Bio Inc. (present
Board of Directors
position)
9/9 (100%)
June 2021
Outside Director of the Company (present
position)
Reason for nomination as candidate for Outside Director, overview of expected role, etc.
Nobuko Kawashima has served as a professor of Doshisha University Faculty of Economics and has expert academic
knowledge. We judge that she will participate in decision making from a fair and neutral standpoint as an Outside
Director and provide appropriate guidance and advice regarding management, and we have therefore nominated her as a
candidate to continue serving as an Outside Director. If she is elected as an Outside Director, we expect her to provide
advice, etc. for increasing corporate value based on her own insight regarding management policy and strategy from theperspective of a university professor.
1. Masahiro Sone, Masahiro Goto and Nobuko Kawashima 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 nine (9) 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 four (4) years.
5. Nobuko Kawashima currently serves as Outside Director of the Company, and as of the conclusion of this Ordinary
General Meeting of Shareholders, she will have served as Outside Director for one (1) year.

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6. The Company has designated and registered Masahiro Sone, Masahiro Goto and Nobuko Kawashima as Independent
Officers as stipulated by the Tokyo Stock Exchange. If the election of the said candidates is approved, the Company
plans for their designation as Independent Officers to continue.
7. The Company has entered into a directors and officers liability insurance policy as provided by Article 430-3, paragraph
1 of the Companies Act with an insurance company. The policy covers losses that may arise in cases where the insured,
which includes Directors of the Company, assumes liability incurred in the course of the performance of their duties orclaims pertaining to the pursuit of such liability. If each candidate is elected and assumes office as Director, they will be
included within the insureds under this insurance policy. Moreover, when the policy is renewed, the Company plans torenew the policy with the same terms.
8. Nobuko Kawashima is the name that Ms. Kawashima uses professionally. We have used the same name, as it is widely
known. However, her name in her family register is Nobuko Yokoyama.

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[Reference] Skills Matrix of Directors and Audit and Supervisory Board Members (In the Case Where All Director
Candidates Are Elected at the General Meeting of Shareholders)
Corporate Finance/
Manage- Accounting
ment

Legal/
Compliance and
RiskManagement

International

Director
Representative
Director, President and Katsuhiko Tokita
●
●
●
CEO
Representative Director
and Senior Operating
Junichi Yamada●●●
Officer
Representative Director
and Senior Operating
Toshinori Nakamura●●●
Officer
Director
Katsuo Oguri●●
Director
Yasuhiro Fukuda●●●●
Director
Mitsuhaya Suzuki●●
Outside Director
Masahiro Sone●●
Outside Director
Masahiro Goto●●●
Outside Director
Nobuko Kawashima●
Audit & Supervisory
Board Member
Standing Audit andSupervisory Board
Takafumi Murata●●
MemberOutside Audit &Supervisory Board
Kenji Tateishi●●
MemberOutside Audit &Supervisory Board
Jiro Amagai●●●MemberOutside Audit &Supervisory Board
Yoshio Itou●●●
MemberNote: The above list does not represent all of the knowledge possessed by each person.

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Sustainability

HR/HR
Development

Sales/
Marketing

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