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: 6369
June 10, 2020
To our shareholders:
Toru Yanagawa
President and Representative Director
TOYO KANETSU K.K.
11-1 Minamisuna 2-chome, Koto-ku, Tokyo

Notice of the 112th Annual General Meeting of Shareholders
The 112th Annual General Meeting of Shareholders of TOYO KANETSU K.K. (the “Company”) will be held as
indicated below.
Due to the continuous effects of novel coronavirus disease (COVID-19), the Company requests shareholders not toattend the General Meeting of Shareholders in person this year unless absolutely necessary regardless of your healthcondition.
Instead, the Company requests you to exercise your voting rights in writing or by electronic methods (the Internet,etc.). Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting
rights.
Instructions for the Exercise of Voting Rights
Exercising voting rights by mail (in writing)
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form to
the Company by postal mail so that your vote is received by 5:30 p.m. on Thursday, June 25, 2020 (JST).
Exercising voting rights via the Internet, etc.
Please access the website specified by the Company for exercising your voting rights (https://evote.tr.mufg.jp/) andexercise your voting rights by 5:30 p.m. on Thursday, June 25, 2020 (JST).
Exercising voting rights by attending the General Meeting of Shareholders
Please submit the enclosed voting form to the reception on the day of the meeting.
* The Company participates in the electronic voting platform.

1. Date and Time: Friday, June 26, 2020, 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
2. Venue:
Large Hall, 3F, The Industry Club of Japan
4-6 Marunouchi 1-chome, Chiyoda-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 112th fiscal year (from April 1, 2019
to March 31, 2020), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 112th fiscal year (from April 1, 2019 to March 31, 2020)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Four Directors (Excluding Audit and Supervisory Committee Members)- If you attend the meeting in person, please submit the enclosed voting form to the reception. In addition, please bring this notice withyou for reference during the meeting.
- If there are any modifications to the Reference Documents for General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements, and the Non-consolidated Financial Statements, such modifications will be published on theCompany’s website.

The Company’s website (https://www.toyokanetsu.co.jp/)-1-Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company recognizes the return of profit to its shareholders as a key management priority, and has been
maintaining a basic policy for the return of profit to shareholders to optimize the balance between financial soundness
and the return of profit to its shareholders.
In accordance with the policy for the return of profit to shareholders, the Company proposes to pay year-end
dividends for the 112th fiscal year as follows:
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥100 per common share of the Company.
In this event, the total dividends will be ¥853,303,400.
(3) Effective date of dividends of surplus
June 29, 2020
<Reference>
Policy for return of profit to shareholders (fiscal year ended March 31, 2020)- Consolidated dividend payout ratio: set at 50% or more.
(However, the lower limit will be set at ¥100 per share annually.)- Consolidated total return ratio: not set, but to be flexibly adjusted according to the performance.
- Effective period of the policy: For three fiscal years, from the fiscal year ended March 31, 2020, to the fiscal year ending March 31,2022. A review will be made at the expiry of the period.

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Proposal No. 2

Election of Four Directors (Excluding Audit and Supervisory Committee Members)

The terms of office of all six Directors (excluding Audit and Supervisory Committee Members) will expire at theconclusion of this meeting. Therefore, the Company proposes the election of four Directors.
Furthermore, as members of the “Nomination and Compensation Committee” (the majority of which are outsideDirectors), which was established voluntarily, all members of the Audit and Supervisory Committee madedeliberations according to the criteria and procedures stipulated in the Company’s “Corporate Governance Guidelines”
and participated in processes to report and make decisions in the meeting of the Board of Directors. Having also
reexamined the above in the Audit and Supervisory Committee, it has been determined that the procedures fornominating candidates for Director who are not Audit and Supervisory Committee Members are appropriate and eachcandidate is eligible to be a Director of the Company. The procedures for determining the remuneration of Directors
who are not Audit and Supervisory Committee Members are deliberated in the same process as elections; therefore,
the Company believes the procedures are appropriate and the details of the remuneration, etc. are reasonable.
The candidates for Director (excluding Audit and Supervisory Committee Members) are as follows:
CandidateNo.

Name1

Toru Yanagawa2Keisuke Kodama

President and Representative
Director
Director3

Takashi Owada

Director4

Kazuhito Watanabe

Director

Current position

Reelection: Candidate for Director to be reelected
New election: Candidate for Director to be newly elected-3-Responsibility, etc.

Attribute–Reelection

Executive Vice PresidentManaging Officer and Division
Manager of Logistic Solutions
DivisionManaging Officer and Division
Manager of Corporate Division

Reelection
Reelection
Reelection

Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1975
Apr. 1998

1

Number of theCompany’s shares
ownedJoined the Company
General Manager of Machinery & Plant Sales
Department of Sales Division
July 2000
Executive Officer and General Manager ofToru Yanagawa
Machinery & Plant Sales Department of Sales(February 26, 1953)
Division
July 2003
Senior Executive Officer and Deputy Division
Reelection
Manager of Plant & Machinery Division
June 2005
Director, Senior Executive Officer, and Deputy
Tenure as Director (at theDivision Manager of Plant & Machinery
16,669 sharesconclusion of this meeting)
Division
15 years
Apr. 2008
Director
Apr. 2008
President & Representative Director of TOYO
Attendance to the Board ofKANETSU SOLUTIONS K.K. (currently theDirectors meetingsCompany)
12/12
Apr. 2014
President and Representative Director of theCompany (current position)(Significant concurrent positions outside the Company)–Reasons for nomination as candidate for Director
He has superior discernment and performance not only in his pursuits in the plant & machinery business that he has
mainly engaged in since joining the Company, but also in the logistic solutions business. Moreover, given his excellent
management skills, cultivated through his experience as President, etc. of the Company, the Company proposes hisreelection as Director.

-4-CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1982
July 2006

2

Number of theCompany’s shares
ownedJoined the Company
General Manager of Domestic Sales
Department of Plant & Machinery Division
Apr. 2009
General Manager of Corporate Management
Department of Corporate Management Division
Apr. 2010
Executive Officer and General Manager ofCorporate Management Department ofCorporate Management Division
Apr. 2012
Seconded to TOYO KANETSU SOLUTIONS
Keisuke Kodama
K.K. (currently the Company), and Executive(December 26, 1958)
OfficerApr. 2013
Transferred to TOYO KANETSU
Reelection
SOLUTIONS K.K., and Senior ExecutiveOfficerTenure as Director (at theApr. 2015
Transferred to the Company, Senior Executive
4,284 sharesconclusion of this meeting)
Officer and Deputy Division Manager of
5 years
Corporate Management Division
June 2015
Director and Deputy Division Manager ofAttendance to the Board of
Corporate Management Division
Directors meetings
Apr. 2016
Director and General Manager of Corporate
12/12
Management Division
Apr. 2018
Director and General Manager of Corporate
Management Division
Apr. 2019
Director, Senior Managing Officer and Division
Manager of Corporate Division
Apr. 2020
Director and Executive Vice President (currentposition)(Significant concurrent positions outside the Company)–Reasons for nomination as candidate for Director
He has superior discernment and performance in not only his pursuits in the plant & machinery business that he has
mainly engaged in since joining the Company, but also in the Corporate Division and the logistic solutions business.
Moreover, given his excellent management skills, cultivated through his experience as General Manager of Domestic
Sales Department of plant & machinery business, Division Manager of Corporate Division, and as an officer in chargeof our logistic solutions business, the Company proposes his reelection as Director.

-5-CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1985
Oct. 2002

3

Number of theCompany’s shares
ownedJoined the Company
Transferred to TOYO KANETSU
SOLUTIONS K.K. (currently the Company),and General Manager of System Sales No. 1Department, Marketing Division
July 2006
General Manager of SI Department, System
Takashi Owada
Division(June 19, 1962)
Apr. 2008
Executive Officer and General Manager ofSystem Division
Reelection
Apr. 2015
Senior Executive Officer
Tenure as Director (at theApr. 2018
Transferred to the Company, and Executive
719 sharesconclusion of this meeting)
Officer1 year
Seconded to TOYO KANETSU SOLUTIONS
K.K. (currently the Company), and Director
Attendance to the Board ofand Senior Executive Officer
Directors meetings
Apr. 2019
Managing Officer and Division Manager of
9/10
Logistic Solutions Division of the Company
June 2019
Director, Managing Officer and Division
Manager of Logistic Solutions Division(current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance in his pursuits in the logistic solutions business that he has mainly
engaged in since joining the Company. Moreover, given his excellent management skills, cultivated through hisexperience as Director and General Manager of System Division, etc. of TOYO KANETSU SOLUTIONS K.K.
(currently the Company), a then subsidiary operating our logistic solutions business, and also as Division Manager ofLogistic Solutions Division of the Company, the Company proposes his reelection as Director.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1983
Oct. 2002

Number of theCompany’s shares
ownedJoined the Company
Transferred to TOYO KANETSU
SOLUTIONS K.K. (currently the Company)
Apr. 2007
General Manager of Marketing No.3
Department, Marketing Division
Apr. 2012
General Manager Supervising Marketing
Division
Apr. 2014
Executive Officer and General Manager
Kazuhito Watanabe
Supervising Marketing Division(November 17, 1960)
Apr. 2017
Senior Executive Officer
Reelection
Apr. 2018
Transferred to the Company, and Executive
Officer
Tenure as Director (at theSeconded to TOYO KANETSU SOLUTIONS
1,319 sharesconclusion of this meeting)
K.K. (currently the Company), and Director
1 yearand Senior Executive Officer
Apr. 2019
Managing Officer and Deputy Division
4
Attendance to the Board ofManager of Logistic Solutions Division of theDirectors meetings
Company10/10
June 2019
Director, Managing Officer and Deputy
Division Manager of Logistic Solutions
Division
Apr. 2020
Director, Managing Officer and Division
Manager of Corporate Division (currentposition)(Significant concurrent positions outside the Company)–Reasons for nomination as candidate for Director
He has superior discernment and performance in his pursuits in the logistic solutions business that he has mainly
engaged in since joining the Company. Moreover, given his excellent management skills, cultivated through his
experience as Director and General Manager Supervising Marketing Division, etc. of TOYO KANETSU SOLUTIONS
K.K. (currently the Company), a then subsidiary operating our logistic solutions business, and also as Deputy Division
Manager of Logistic Solutions Division of the Company, the Company proposes his reelection as Director.
Note: There is no special interest between any of the candidates for Director and the Company.

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