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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 6505)
August 7, 2024
Commencement of measures for electronic provision: August 1, 2024
To Shareholders with Voting Rights:
Akira Watanabe
President, Representative Director
Toyo Denki Seizo K.K.
1-4-16 Yaesu, Chuou-ku, TokyoNOTICE OF
THE 163rd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby announce that the 163rd Annual General Meeting of Shareholders of Toyo Denki Seizo K.K. (the“Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision.
Matters subject to electronic provision are posted on the following website as “Notice of the 163rd Annual
General Meeting of Shareholders.”
The Company’s website: https://www.toyodenki.co.jp/ir/meeting.php (Japanese only)
In addition to the above website, matters subject to electronic provision are also posted on the Tokyo Stock
Exchange (TSE) website below. Please search for the Company either by entering “Toyo Denki Seizo” in the“Issue name (company name)” bar or the securities code “6505” in the “Code” bar, then select “Basic
information” followed by “Documents for public inspection/PR information” to view the information.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Instead of attending the meeting, you can exercise your voting rights in writing or via the Internet, etc.
Please review the Reference Documents for the General Meeting of Shareholders described in the matterssubject to electronic provision, and exercise your voting rights no later than 5:00 p.m. on Tuesday, August27, 2024, Japan time.
1. Date and Time:
2. Place:

Wednesday, August 28, 2024, at 10:00 a.m. Japan time
“Station Conference Tokyo” Meeting Room 501, 5F, Sapia Tower
1-7-12 Marunouchi, Chiyoda-ku, Tokyo

3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
163rd Fiscal Year (June 1, 2023 - May 31, 2024) and results of audits by the
Accounting Auditor and the Audit and Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 163rd Fiscal Year
(June 1, 2023 - May 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation (Amendment of Term of
Office of Directors)
Proposal 3:
Election of Seven (7) Directors-1-◎ The paper copy sent to shareholders also serves as the document describing matters for electronic
provision based on the request for delivery of a paper copy. In accordance with provisions of laws andregulations as well as Article 15 of the Company’s Articles of Incorporation, the following matters are
excluded. Accordingly, the paper copy is part of the documents audited by the Audit and Supervisory
Board Members and the Accounting Auditor when preparing the audit report.
・“Information Concerning Accounting Auditor”
・“Overview of Systems to Ensure Appropriate Business Operations (Basic Policy for Internal Control
Systems) and Operational Status Thereof”
・“Basic Policy on Control of the Company”
・“Consolidated Statements of Changes in Net Assets”
・“Notes to Consolidated Financial Statements”
・“Non-consolidated Statements of Changes in Net Assets”
・“Notes to Non-consolidated Financial Statements”◎ In the event of any revisions to the matters subject to electronic provision, details of the revisions will be
posted on each of the designated websites.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

With regard to the appropriation of surplus, the Company proposes the following.
[Items related to the year-end dividend]With regard to the year-end dividend for the fiscal year ended May 31, 2024, upon comprehensively
taking into consideration the return of profits to shareholders in a continuous and stable manner, thestrengthening of the Company’s business structure and other factors the Company proposes the ordinary
dividend of 30 yen per share.
(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
30 yen per share of common stock
Total of 279,849,870 yen(3) Effective date of distribution of surplus
August 29, 2024
(Reference)■Dividend Policy
Based on the Company's policy of paying continuous and stable dividends, and in order to fulfill
the mandate of our shareholders, we aim to strengthen the earnings capacity necessary to secure
dividend resources and achieve a dividend payout ratio of 30%.

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation (Amendment of Term of Office of
Directors)

1. Reasons for amendments
The term of office of Directors will be changed from two (2) years to one (1) year in order to clarify the
management responsibilities of Directors by asking annually for the confidence of all shareholders and to createa system that allows for flexible response to changes in the business environment.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation
Proposed amendments
Article 20 (Term of office of Directors)
Article 20 (Term of office of Directors)
1. The term of office of Directors shall expire upon
The term of office of Directors shall expire upon
the conclusion of the Annual General Meeting of
the conclusion of the Annual General Meeting of
Shareholders relating to the last fiscal year ending
Shareholders relating to the last fiscal year ending
within two (2) years after their election.
within one (1) year after their election.
2. The term of office of Directors elected due to anincrease in the number of directors or as(Deleted)
substitutes shall expire upon the expiration of theterm of office of other incumbent Directors.

-4-

Proposal 3:

Election of Seven (7) Directors

Since the term of office of all seven (7) Directors will expire at the closing of this General Meeting of
Shareholders, the election of seven (7) Directors, of which three (3) are Outside Directors, is requested.
The candidates for Director are as follows.
No.

Name
(Date of birth)

Number of
Past experience, positions, responsibilities,
sharesof thesignificant concurrent positions, and reason for nomination as a candidate, etc. Company
heldApril 1982
June 2002

Joined the Company
Group Manager, Business Creation Group, Development
DivisionGroup Manager, Traction Control Design Group,
June 2005
Transportation Systems Works, Yokohama Plant, Production
Division
Deputy Center Manager, Research Center
August 2008
Group Manager, EV Systems Group, Business Development
May 2011
Division
General Manager, Business Development Division
August 2013
Operating Officer; General Manager, Corporate Planning
August 2015
Division
Appointed as Director; Division Director, Transportation
August 2016
Business Unit
Director and Executive Officer; Division Director,
June 2018
Transportation Business Unit; General Manager, International
Akira Watanabe
Sales Division, Transportation Business Unit
1 November 22, 1959
Director and Executive Officer; Division Director,
August2018
Reappointment
Transportation Business Unit
Director and Senior Executive Officer; Division Director,
August 2019
Transportation Business Unit; Plant Manager, Yokohama Plant
President, Representative Director (current position)
August 2020
[Reason for nomination as a candidate for Director]
Mr. Akira Watanabe, since joining the Company in 1982, has been mainly
engaged in transportation business, and has knowledge and experience regardingtransportation business as a whole and the management of the entire Group, as
evidenced by his experience in the fields of research and development andmanagement planning. He has been appropriately supervising the managementof the Group as a whole as Director since 2016 and as President, Representative
Director since 2020.
He is nominated as a candidate for Director based on the judgment that, byutilizing his knowledge and experience, he would be able to continue toappropriately supervise the management of the Group as a whole and play asignificant role in sustainable growth and the improvement of corporate value.

-5-12,126No.

Name(Date of birth)

Past experience, positions, responsibilities,
significant concurrent positions, and reason for nomination as a candidate, etc.

Number ofshares of theCompany held

Kenzo Terashima
August 18, 1948
Reappointment

Joined the Company
General Manager, International Sales Division, Transportation
System Business Unit
Operating Officer; Deputy General Manager, Sales Division
August 2002
Appointed as Director; General Manager, Sales Division
August 2004
Director; Division Director, Transportation Business Unit
August 2006
Executive Director
August 2008
Representative Senior Executive Director
August 2009
Vice President, Representative Director
August 2012
President, Representative Director
August 2013
Chairman, Representative Director
August 2020
Chairman, Director (current position)
August 2022
[Reason for nomination as a candidate for Director]
Mr. Kenzo Terashima has been driving the growth of the Group with a bird’s eyeview of overall management by strengthening the management structure andpromoting globalization as President, Representative Director since 2013, as
Chairman, Representative Director from 2020 to 2022, and as Chairman,
Director since 2022.
He is nominated as a candidate for Director based on the judgment that, byutilizing his knowledge and experience, he would be able to continue toappropriately supervise the management of the Group as a whole and play asignificant role in sustainable growth and the improvement of corporate value.

18,760April 1972
July 2001

2

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
significant concurrent positions, and reason for nomination as a candidate, etc.

Number ofshares of theCompany held

Kenji Tanimoto
April 17, 1958
Reappointment

Joined Nippon Life Insurance Company
General Manager, Corporate Finance Department 3
General Manager, Head Office Corporate Finance Department
2
General Manager, Corporate Finance Department 1
March 2010
Joined the Company; General Manager in charge of Corporate
April 2012
Planning Division
General Manager, Financial Affairs Division
June 2012
Operating Officer; General Manager, Financial Affairs
August 2014
Division
Senior Operating Officer; Branch Manager of Osaka Branch
August 2016
Executive Officer; Branch Manager of Osaka Branch
June 2018
Executive Officer
May 2021
Appointed as Director; Senior Executive Officer (current
August 2022
position)[Reason for nomination as a candidate for Director]
Mr. Kenji Tanimoto, since joining the Company in 2012, has been engaged infinancial affairs, utilizing his abundant experience in investment and loan
operations at a life insurance company, following which he has gained
knowledge and experience in the management of the Group as a whole, including
serving as Branch Manager of Osaka Branch and Operating Officer in charge ofmanagement planning, general affairs, human resources, and more. He has also
appropriately supervised management of the Group as a whole since 2022 as a
Director.
He is nominated as a candidate for Director based on the judgment that, byutilizing his knowledge and experience, he would be able to appropriately
supervise the management of the Group as a whole and play a significant role insustainable growth and the improvement of corporate value.

5,047

April 1981
March 2004
March 2009

3

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
significant concurrent positions, and reason for nomination as a candidate, etc.

Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Corporate Department 1, Toranomon
Branch OfficeDirector; General Manager, Corporate Banking Division No.
October 2013
10, Corporate Banking Group No. 3
September 2017 Joined the Company; General Manager in charge of Financial
Affairs Division
September 2018 General Manager, Financial Affairs DivisionDecember 2020 Operating Officer; General Manager, Financial Affairs
Division
Operating Officer; General Manager, Corporate Planning
August 2022
Division; Head of Group Administration Office, Corporate
Jun Nukina
Planning Division(May 12, 1965)
Executive Officer; General Manager, Corporate Planning
December2023
New appointment
Division (current position)[Reason for nomination as a candidate for Director]
Mr. Jun Nukina, since joining the Company in 2017, has been engaged infinancial affairs, utilizing his abundant experience in operations at a financial
institution, following which he has gained knowledge and experience in the
management of the Group as a whole, including serving as General Manager,
Corporate Planning Division and Head of Group Administration Office,Corporate Planning Division.
He is nominated as a candidate for Director based on the judgment that, byutilizing his knowledge and experience, he would be able to appropriately
supervise the management of the Group as a whole and play a significant role insustainable growth and the improvement of corporate value.

Number ofshares of theCompany held

April 1988
May 2010

4

-8-

1,930

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
significant concurrent positions, and reason for nomination as a candidate, etc.

Joined NIPPON STEEL NISSHIN Co., Ltd. (currently
NIPPON STEEL CORPORATION)
General Manager, Corporate Planning Division
June 2001
Executive Officer; General Manager, Sales Administration
April 2005
Division
Executive Officer; General Manager, Human Resources
April 2007
DivisionManaging Executive Officer; General Manager, Human
April 2009
Resources Division,
Director; Managing Executive Officer; General Manager,
June 2009
Human Resources Division
Director; Managing Executive Officer; General Manager,
April 2010
Risk Management Promotion OfficeDirector; Managing Executive Officer; Chairman, NIPPON
April 2012STEEL NISSHIN (Shanghai) Steel Trading Co., Ltd.
Managing Executive Officer; Chairman, NIPPON STEEL
June 2012
NISSHIN (Shanghai) Steel Trading Co., Ltd.
Vice President, Executive Officer & CFO
April 2014
Representative Director, Vice President, Executive Officer &June 2014
Koji Mizumoto
CFO
November 3, 1954 April 2017
Director
Senior Advisor
June 2017
Reappointment
AdvisorJune
2018
Outside Director
Director (Outside), HISAKA WORKS, LTD. (current
June 2019
Independent
position)
Director
Appointed as Outside Director of the Company (current
August 2020
position)[Reason for nomination as a candidate for Outside Director and overview of
expected roles]
Mr. Koji Mizumoto has abundant experience in corporate management andknowledge in financial accounting as CFO, and has given advice and madeproposals in order to ensure legality and appropriateness of decision-making of
the Board of Directors of the Company, utilizing his extensive insight andprofessional perspective.
In addition, as a member of the Nomination and Compensation Advisory
Committee, he formulates proposals for the appointment of Directors, etc. of theCompany and expresses his opinion from an objective standpoint on
deliberations and decisions concerning the compensation of Directors, etc.
The Company renominated him as a candidate for Outside Director, as theCompany expects him to continue to give advice and make proposals effectively
for decision-making of the Board of Directors of the Company.
[Term of Office as Outside Director]
Mr. Koji Mizumoto currently serves as the Company’s Outside Director and his
term of office will be four years at the conclusion of this General Meeting of
Shareholders.

Number ofshares of theCompany held

April 1978

5

-9-

0

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
significant concurrent positions, and reason for nomination as a candidate, etc.

Number ofshares of theCompany held

Taizo Makari
January 19, 1959
Reappointment
Outside Director
Independent
Director

Joined TEIJIN LIMITEDManager, Engineering Products Development Department,
Engineering Laboratories
General Manager, Business Planning and Administration
April 2004
Department; General Manager, Plant Maintenance and Utility
Department, Teijin Entech Co., Ltd.
General Manager, Engineering Center; General Manager,
April 2010
Chemical Engineering Department, Teijin Engineering
Limited; Assistant to CENO, TEIJIN LIMITED (in charge ofcapital investment)
Director, Teijin Engineering Limited
June 2010
Representative Director; Managing Director
June 2011
Teijin Group Chief Representative in Europe, TEIJIN
April 2012
LIMITED; President, Teijin Holdings Netherlands B.V.
Teijin Group Corporate Officer, TEIJIN LIMITED
April 2013
Head, Engineering Unit; Assistant Chief CSR Officer (inApril 2014
charge of disaster prevention)
Teijin Group Corporate Officer; Chief Officer (Engineering);
April 2017
Assistant Chief CSR Officer (in charge of disaster prevention)
Director, INFOCOM CORPORATION
June 2018
Teijin Group Executive Officer, TEIJIN LIMITED
April 2020
Counselor and Technical Advisor
April 2021
Appointed as Outside Director of the Company (current
August 2021
position)
Technical Advisor, TEIJIN LIMITED (current position)
April 2022
[Reason for nomination as a candidate for Outside Director and overview of
expected roles]
Mr. Taizo Makari has abundant experience in corporate management both inJapan and overseas and highly specialized expertise, and has given advice andmade proposals in order to ensure legality and appropriateness of decisionmaking of the Board of Directors of the Company, utilizing his extensive insightand global view.
The Company renominated him as a candidate for Outside Director, as theCompany expects him to continue to give advice and make proposals effectively
for decision-making of the Board of Directors of the Company.
[Term of Office as Outside Director]
Mr. Taizo Makari currently serves as the Company’s Outside Director and his
term of office will be three years at the conclusion of this General Meeting of
Shareholders.

0April 1983
October 1998

6

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
significant concurrent positions, and reason for nomination as a candidate, etc.

Number ofshares of theCompany held

December 2009 Registered as Attorney at Law (Daini Tokyo Bar Association)
Joined Shin-yotsuya Law Offices
December 2012 Established Law Office of Itsumi & Machida
Partner at Law Office of Itsumi & Machida (current position)
Vice-Chairperson, Labor Issue Committee, Daini Tokyo Bar
April 2017
Association
Appointed as Outside Director of the Company (current
August 2023
position)
Member of the Tokyo Dispute Coordination Committee
October 2023
(current position)
Outside Director of YUASA TRADING CO., LTD. (current
June 2024
position)[Reasonfor
nomination
as a candidate for Outside Director and overview of
Yukiko Machidaexpectedroles]March 24, 1984
Ms. Yukiko Machida is a qualified lawyer and has a particularly high level of
Reappointment insight in the field of labor law, including through her service as Vice7 Outside Director
0Chairperson of the Labor Issue Committee, Daini Tokyo Bar Association. Basedon her experience, she has given advice and made proposals effectively in order
Independent
to ensure legality and appropriateness of decision-making of the Board of
Director
Directors of the Company, and she has given advice and made proposals
regarding the Company’s personnel and labor issues.
The Company renominated her as a candidate for Outside Director, as theCompany can expect her to continue to give advice and make proposals
effectively regarding the legality and appropriateness of decision-making of theBoard of Directors of the Company and the Company’s personnel and labor
issues.
There is no business relationship between the Company and YUASA TRADING
CO., LTD. where she serves as an Outside Director.
[Term of Office as Outside Director]
Ms. Yukiko Machida currently serves as the Company’s Outside Director andher term of office will be one year at the conclusion of this General Meeting of
Shareholders.
(Notes) 1. There are no special interests between each candidate for Director and the Company.
2.
Mr. Koji Mizumoto, Mr. Taizo Makari and Ms. Yukiko Machida are candidates for Outside Director as
stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. The
Company has registered them as independent officers with the Tokyo Stock Exchange.
3.
Pursuant to the stipulations of Article 427, Paragraph 1 of the Companies Act, the Company may enter into
an agreement with an Outside Director to limit his or her liability as stipulated in Article 423, Paragraph 1of the Companies Act to the amount set forth by laws and regulations. If the proposal is approved and Mr.
Koji Mizumoto, Mr. Taizo Makari, and Ms. Yukiko Machida are elected, the above-mentioned liability
limitation agreement shall retain their effect.
4.
The Company has concluded a directors and officers liability insurance agreement as stipulated in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. Under the said insurance agreement,
damage caused as a result of the insured directors assuming liability regarding the execution of their duties
or receiving claims pertaining to the pursuit of such liability shall be covered. If the candidates are appointed
to the position of Director, they will be included as the insured under this insurance agreement.

- 11 -

<Reference>■ Directors Skills Matrix
Expertise and experience of Directors (after the approval of Proposal 3)
Areas of expertise and experience
Name

Akira
Watanabe
Kenzo
Terashima
Kenji
Tanimoto
Jun
NukinaKoji
Mizumoto
Taizo
Makari
YukikoMachidaOutsideDirectors

Research and Manufacturing/development/
Quality control
Technology

Corporate
management

Sales/
Marketing

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Globalbusiness

Human
resources/
Labor

Accounting/
FinanceLegalaffairs

●

●

●

●
●

●

●
●

<Reference>■
Standards for Independence of Outside Officers
In addition to fulfilling the criteria in the Companies Act, Outside Officers shall also not fall under anyof the following items, in accordance with the Tokyo Stock Exchange “Guidelines Relating to ListingManagement, etc.”(1) In the event that a company where the Outside Officer serves as an executive* receives payment
from the Company or a subsidiary of the Company as consideration for products, components, orservices, or makes payment to the Company or a subsidiary of the Company, cases when the amountof such payments exceeds 2% of the consolidated net sales of either company in any fiscal year
during the past three fiscal years.
(2) Cases when the Outside Officer has received compensation exceeding 10 million yen directly fromthe Company or a subsidiary of the Company as a legal, accounting, or tax specialist or consultant(or in the event of a corporation, a person belonging to that corporation) in any fiscal year during
the past three fiscal years.
(3) Cases when contributions from the Company to a non-profit organization where the Outside Officer
serves as an officer executing business operations have exceeded 10 million yen in any fiscal year
during the past three fiscal years.
(4) Cases when the Outside Officer is or has been a major shareholder of the Company or an executive
thereof, directly or indirectly holding more than 10% of the Company’s voting rights during thepast three years.
(5) Cases when a relative within the second degree of the Outside Officer falls under the following
categories:
・ An executive of the Company or a subsidiary of the Company during the past three years(excluding insignificant persons);
・ A person falling under any of the above items (1) to (4) (excluding insignificant persons).
*Executive: An executive director, executive officer, operating officer, manager, or other employee- 12 -●