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 4, 2024
Start date of measures for electronic provision: May 30, 2024
To our shareholders:
Takashi Owada, President and Representative Director
TOYO KANETSU K.K.
11-1 Minamisuna 2-chome, Koto-ku, Tokyo

Notice of the 116th Annual General Meeting of Shareholders
The 116th Annual General Meeting of Shareholders of TOYO KANETSU K.K. (the “Company”) will be held as
indicated below.
When convening this General Meeting of Shareholders, the Company takes measures for electronic provision, andposts matters related to measures for electronic provision as “Notice of the 116th Annual General Meeting of
Shareholders” and “The 116th Annual General Meeting of Shareholders and Other Items Subject to Measures forElectronic Provision (Excluded from the Paper-based Documents Delivered upon Request)” on the following website.
The Company’s website:
https://www.toyokanetsu.co.jp/ir/notice.html (in Japanese)
In addition to the above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc.
(TSE). To view this information from the latter website, access the TSE website (Listed Company Search) by using
the internet address shown below, enter the Company name or securities code, and click “Search,” and then click“Basic information” and select “Documents for public inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Instead of attending the meeting in person, you may exercise your voting rights in writing or by electronic methods(the Internet, etc.). Please review the Reference Documents for General Meeting of Shareholders, and exercise yourvoting rights by Tuesday, June 25, 2024, 5:30 p.m. (JST).
(Refer to “Instructions for the Exercise of Voting Rights” on page 3 for more information.)
1. Date and Time: Wednesday, June 26, 2024, 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 116th fiscal year (from April 1, 2023
to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting
auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 116th fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors (Excluding Audit and Supervisory Committee Members)-1-Points to Note Regarding the General Meeting of Shareholders- If you attend the meeting in person, please submit the voting form to the reception.
- If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters
before and after the revisions will be posted on the Company’s website and the TSE website.
- Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations and the
Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents delivered toshareholders who have made a request for delivery of such documents. The Audit and Supervisory Committee and the Accounting
auditor have audited the documents subject to audit, including the following matters.
(i) “Outline of the system to ensure the appropriateness of operations and status of operations of the system” of the Business
Report(ii) “Consolidated statement of changes in equity” and “Notes to consolidated financial statements” of the Consolidated
Financial Statements(iii) “Non-consolidated statements of changes in equity” and “Notes to non-consolidated financial statements” of the Nonconsolidated Financial Statements- A video of the business report on the day of the General Meeting of Shareholders will be posted on the Company’s website at a laterdate.
- Depending on the situation up to the date of the General Meeting of Shareholders, any significant changes in the operation of theGeneral Meeting of Shareholders will be posted on the Company’s website.

The Company’s website (https://www.toyokanetsu.co.jp) (in Japanese)-2-

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 116th 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 ¥229 per common share of the Company.
In this event, the total dividends will be ¥1,784,520,056.
(3) Effective date of dividends of surplus
June 27, 2024
<Reference>
Policy for return of profit to shareholders (fiscal year ended March 31, 2024)- Consolidated dividend payout ratio: set at 50% or more. (The lower limit will be set at ¥100 per share annually.)
However, this limit does not apply where a large scale demand for funds arises.
- Consolidated total return ratio: although the consolidated total return ratio is not set, it is flexibly adjusted
according to the performance.
- Effective period of the policy: For three fiscal years, from the fiscal year ended March 31, 2023, to the fiscal year
ending March 31, 2025. A review will be made at the expiry of the period.

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Proposal No. 2

Election of Six 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 six Directors.
Furthermore, the Audit and Supervisory Committee expressed its opinion that “all members of the Audit andSupervisory Committee participated in the ‘Nomination Advisory Committee’ and the ‘Compensation Advisory
Committee’ (the majorities of which are outside Directors), which were established voluntarily, made deliberations
according to the criteria and procedures stipulated in the Company’s ‘Corporate Governance Guidelines,’ participatedin processes to report and make decisions in the meeting of the Board of Directors, and reexamined the above in the
Audit and Supervisory Committee. As a result, the Audit and Supervisory Committee has determined that theprocedures for nominating candidates for Director who are not Audit and Supervisory Committee Members areappropriate and each candidate is eligible to be a Director of the Company. The remuneration of Directors who are
not Audit and Supervisory Committee Members are deliberated in the same process as elections; therefore, theCompany believes the procedures for determining remuneration are appropriate and the details of the remuneration,etc. are reasonable.”
The candidates for Director (excluding Audit and Supervisory Committee Members) are as follows:
Candidate
No.

Name

Current position

1

Takashi Owada

President and Representative
Director

2

Keisuke Kodama

Director

3

Akira Kakihara

Director

4

Yasunori Kobayashi

5

Yukari Sakai

Director–

6

Makiko Sato

Director––Reelection: Candidate for Director to be reelected
New election: Candidate for Director to be newly elected
Outside: Candidate for Outside Director to be elected
Independent: Independent officer as defined by the securities exchange-4-

Responsibility, etc.
Overseeing Next-Generation
Energy Development Division
and Safety, Environment, andQuality Assurance Department
Executive Vice President incharge of Risk Management
Department, and Special
Appointive Officer
Senior Managing Officer, andDivision Manager of Business
Innovation Division
Senior Managing Officer, andDivision Manager of Logistics
Solutions Division

Attribute

Reelection

Reelection

Reelection

New election
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Candidate
No.

Name
(Date of birth)

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

1

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. 1
Department, Marketing Division
July 2006
General Manager of SI Department, System
Division
Apr. 2008
Executive Officer and General Manager ofSystem Division
Apr. 2015
Senior Executive Officer
Apr. 2018
Transferred to the Company, and Executive
Officer
Takashi Owada
Seconded to TOYO KANETSU SOLUTIONS
June 19, 1962
K.K. (currently the Company), and Director
and Senior Executive Officer
Reelection
Apr. 2019
Managing Officer and Division Manager of
Logistics Solutions Division of the Company
Tenure as Director (at the
6,234 shares
June 2019
Director, Managing Officer and Divisionconclusion of this meeting)Manager of Logistics Solutions Division
5 years
Apr. 2021
Director, Executive Vice President, andDivisionManager of Logistics Solutions
Attendance to the Board of
Division
Directors meetings
Apr. 2022
President and Representative Director
12/12
Apr. 2023
President and Representative Director,
Overseeing Safety, Environment, and Quality
Assurance Department, Green Transformation
Promotion Office, and Next-Generation Energy
Development Office
Apr. 2024
President and Representative Director,
Overseeing Next-Generation Energy
Development Division and Safety,
Environment, and Quality Assurance
Department (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 logistics solutions business that he has mainly
engaged in since joining the Company. Moreover, given his excellent management skills, cultivated through his
experience as Division Manager of the Logistics Solutions Division and as President since taking office in April 2022,
the Company proposes his reelection as Director.

-5-Candidate
No.

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
K.K. (currently the Company) as an Executive
Officer
Apr. 2013
Transferred to TOYO KANETSU
SOLUTIONS K.K. as a Senior Executive
Keisuke Kodama
Officer
December 26, 1958
Apr. 2015
Transferred to the Company as a Senior
Executive Officer and Deputy Division
Reelection
Manager of Corporate Management Division
June 2015
Director, Managing Executive Officer, andTenure as Director (at the
Deputy Division Manager of Corporate
9,006 sharesconclusion of this meeting)Management Division
9 years
Apr. 2016
Director, Managing Executive Officer, andDivision Manager of Corporate Management
Attendance to the Board of
Division
Directors meetings
Apr. 2018
Director and General Manager of Corporate
12/12
Management Division
Apr. 2019
Director, Senior Managing Officer, andDivision Manager of Corporate Division
Apr. 2020
Director and Executive Vice President
Apr. 2022
Director, Executive Vice President, andAssistant to the President
Apr. 2023
Director and Executive Vice President in chargeof Risk Management Department, and Special
Appointive Officer (current position)
Mar. 2024
Director of Kankyo Research Institute Inc.
(current position)(Significant concurrent positions outside the Company)
Director of Kankyo Research Institute Inc.
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 Corporate Division and the logistics solutions business.
Moreover, given his excellent management skills, cultivated through his experience as General Manager of theDomestic Sales Department of the plant & machinery business, Division Manager of Corporate Division, and as an
officer, etc., in charge of our businesses, 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

3

Number of theCompany’s shares
ownedJoined The Saitama Bank, Limited (currently
Resona Bank, Limited)
Apr. 2003
General Manager of Department No. 1 of
Saitama Head Office Branch, Saitama Resona
Bank, Limited
July 2005
General Manager of Shiki Branch
June 2007
General Manager of Muromachi Branch of
Resona Bank, Limited
Apr. 2013
General Manager of International Business
Department
Oct. 2015
Seconded to the Company
Oct. 2016
Transferred to the Company as an Executive
Officer and General Manager of Corporate
Management Department of Corporate
Management Division
Mar.
2018
Directorof Kankyo Research Institute Inc.
Akira Kakihara(current
position)
September 27, 1958
Apr. 2018
Managing Officer and Deputy General Manager
Reelectionof Corporate Management Division of theCompany
Tenure as Director (at theApr. 2020
Managing Officer, Division Manager of Life &1,603 sharesconclusion of this meeting)Work Environmental Business Division and2 years
Deputy Division Manager of Corporate
Division
Attendance to the Board ofApr. 2021
Senior Managing Officer, Division Manager of
Directors meetings
Life & Work Environmental Business Division
12/12
and Deputy Division Manager of Corporate
Division
Director of Eco Analysis Corporation (current
position)
Apr. 2022
Senior Executive Officer, Assistant to the
President, and Division Manager of Business
Innovation Division of the Company
June 2022
Director, Senior Executive Officer, Assistant to
the President, and Division Manager ofBusiness Innovation Division
Apr. 2023
Director, Senior Managing Officer, andDivision Manager of Business Innovation
Division (current position)(Significant concurrent positions outside the Company)
Director of Kankyo Research Institute Inc.
Director of Eco Analysis Corporation
Reasons for nomination as candidate for Director
Given his rich experience working at financial institutions, and his excellent management skills, cultivated through his
experience as Deputy Division Manager of Corporate Division and Division Manager at Business Innovation Divisionetc., that he has mainly engaged in since Joining 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. 1990
Oct. 2002

4

Number of theCompany’s shares
ownedJoined the Company
Transferred to TOYO KANETSU
SOLUTIONS K.K. (currently the Company)
Apr. 2011
General Manager of Project Management
Department
Yasunori Kobayashi
Apr. 2015
Executive Officer in charge of Corporate(January 1, 1968)
Management Department, Project Management
Department, Construction Management
New election
Department, and Service Department
Apr. 2019
TOYO KANETSU SOLUTIONS K.K. was
Tenure as Director (at the
3,429 shares
merged with the Company
conclusion of this meeting)Managing Officer in charge of Logistics– years
Solutions Division, Overseas Business
Department, Airport System Department,
Attendance to the Board ofConstruction Management Department, andDirectors meetings
Service Sales Department of the Company–
Apr. 2022
Senior Managing Officer and Division Manager
of Logistics 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 logistics solutions business that he has mainly
engaged in since joining the Company. Moreover, given his excellent management skills, cultivated through his
experience as an officer in charge of multiple departments such as General Manager of Project Management
Department in the logistics solutions business and as Division Manager of Logistics Solutions Division, the Company
proposes his election as Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1991
Jan. 2005
June 2005

5

Number of theCompany’s shares
ownedJoined Nomura Securities Co., Ltd.
Director of Corporate Tune Co., Ltd.
Standing Outside Audit and Supervisory Board
Member of UNITED ARROWS LTD.
Yukari Sakai
June 2008
Outside Auditor of REPROCELL Inc.
June 23, 1968
Sept. 2013
Outside Auditor of Beauty Kadan Co., Ltd.
June 2016
Outside Director (Standing Audit andReelection
Supervisory Committee Member) of UNITED
OutsideARROWS LTD. (scheduled to retire on June
Independent2024)
338 shares
Tenure as Director (at theOct. 2017
Outside Director (Audit and Supervisoryconclusion of this meeting)Committee Member) of Tea Life Co., Ltd.
2 yearsMar. 2019
External Director (Audit & Supervisory Board
Member) of Uzabase, Inc.
Attendance to the Board ofJune 2021
Outside Director of PACIFIC METALS CO.,Directors meetings
LTD. (current position)
12/12
June 2022
Outside Director of the Company (current
position)(Significant concurrent positions outside the Company)
Outside Director of PACIFIC METALS CO., LTD.
Reasons for nomination as candidate for outside Director and summary of expected roles
She has broad knowledge of corporate management overall, as well as finance and accounting, cultivated through her
operations experience at a securities company and her career as an outside officer in a wide range of fields, and she has
been actively providing her opinions and advice to the Company as outside Director since 2022. In addition, as amember of the “Compensation Advisory Committee,” which was voluntarily established by the Company, she is
responsible for the supervisory function in the decision-making process on Directors’ remuneration, etc. from an
objective and neutral viewpoint. She is expected to provide suggestions on the Group’s medium- to long-term growthstrategies and improvement of corporate value. Moreover, having judged that she will contribute to enhanced
supervisory potential across the overall management, the Company proposes her reelection as outside Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 2000
Oct. 2005
Oct. 2006

6

Notes:

1.
2.
3.
4.

5.

6.

7.

Number of theCompany’s shares
ownedJoined CyberAgent, Inc.
Seconded to WEDDING PARK CO., LTD.
Seconded to CyberAgent Ventures, Inc.
(currently CyberAgent Capital, Inc.)
June 2016
Established iSGS Investment Works Inc., andDirector and Representative Partner
Dec. 2018
Outside Director of LiB, Inc.
Makiko Sato
June 2021
Member of the Promotion Committee of Tokyo
November 6, 1977
Data Platform Council
Reelection
May 2022
Member of the Committee for Evaluating theOutsideConclusion of the “Exploration andIndependent
Development of Global Entrepreneurship forNEXT generation” Project at Ministry of
338 shares
Tenure as Director (at the
Education, Culture, Sports, Science andconclusion of this meeting)Technology
2 years
June 2022
Outside Director of the Company (current
position)
Attendance to the Board of
Feb. 2023
Representative Director and Representative
Directors meetings
Partner of iSGS Investment Works Inc. (current
12/12
position)Jan. 2024
Director of the Japan Venture Capital
Association (current position)(Significant concurrent positions outside the Company)
Representative Director and Representative Partner of iSGS
Investment Works Inc.
Director of the Japan Venture Capital Association
Reasons for nomination as candidate for outside Director and summary of expected roles
She has abundant experience and knowledge of all aspects of corporate management cultivated through her service in
the investment business in venture capital, etc. and as a manager, and she has been actively providing her opinions andadvice to the Company as outside Director since 2022. In addition, as a member of the “Nomination Advisory
Committee,” which was voluntarily established by the Company, she is responsible for the supervisory function in theselection of candidates for Directors from an objective and neutral viewpoint. She is expected to provide suggestions on
the Group’s medium- to long-term growth strategies and improvement of corporate value. Moreover, having judged that
she will contribute to enhanced supervisory potential across the overall management, the Company proposes her
reelection as outside Director.
There is no special interest between any of the candidates for Director and the Company.
Yukari Sakai and Makiko Sato are candidates for outside Director.
Yukari Sakai and Makiko Sato are currently outside Directors of the Company, and at the conclusion of this meeting, theirtenure as outside Directors will have been two years.
The Company has entered into agreements with Yukari Sakai and Makiko Sato to limit their liability to the amountstipulated by laws and regulations, and if they are reelected, the Company plans to continue an agreement with the samecontent with them.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. This policy insures Directors (including those who are Audit andSupervisory Committee Members), Corporate Auditors, and Executive Officers of the Company and its subsidiaries.
Insurance premiums are borne by the Company. The policy will cover losses, such as indemnification and court costs,
incurred in cases where an insured receives a claim for damages arising from the performance of duties as an officer andassumes legal liability for the damages. If the candidates are appointed and assume the office as Director, they will be
included as insureds in the policy. In addition, when the insurance policy is renewed, the Company plans to renew thepolicy with the same terms.
The Company has submitted notification to Tokyo Stock Exchange, Inc. concerning the appointments of Yukari Sakai and
Makiko Sato as independent officers as provided for by the aforementioned exchange. Furthermore, if their reelection isapproved, the Company plans to submit notification for their appointment as independent officers again.
The name of Makiko Sato on the family register is Makiko Shigematsu.

- 10 -

Main expected areas of expertise
Corporate
management / Legal, risk
Organization management
management

1
2
3
4
5
6

Takashi Owada(Male) (62)
Keisuke
Kodama(Male) (65)
Akira Kakihara(Male) (65)
Yasunori
Kobayashi(Male) (56)
Yukari Sakai(Female) (56)
Makiko Sato
(Female) (46)Finance,accounting

IT /International
Innovation, ESG, SDGs
experiencenew business

●

●

●

●
●

●

Independent
Outside7

Kazuto Abe(Male) (71)

Audit andSupervisory
Committee
Member8

Shigeharu
Nakamura(Male) (70)

Audit andSupervisory
Committee
Member9

Kazuo Ushida(Male) (71)10

Shuji Iwamura(Male) (74)

Audit andSupervisory
Committee
MemberAudit andSupervisory
Committee
Member●●●Independent
Outside●Independent
Outside●Independent
Outside

●

●
●

●

●

●

●

●

●

●

●
●

●

●

- 11 -

●

●

●

●

●

●

●

Independent
OutsideIndustry
Production,
experience / engineering /
Sales
R&D

●