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: 6333
Dispatch date: June 5, 2024
Start date of electronic provision measures: May 31, 2024
To Shareholders:
Yoshihiro Koroyasu, President & CEO,TEIKOKU ELECTRIC MFG. CO., LTD.
60 Hirano, Shingu-cho, Tatsuno City, Hyogo Prefecture

Notice of the 120th Annual General Meeting of Shareholders
You are cordially invited to attend the 120th Annual General Meeting of Shareholders of TEIKOKU ELECTRIC
MFG. CO., LTD. (the “Company”). The meeting will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which themeasures for providing information in electronic format will be taken) in electronic format, and posts this informationon the Company’s website. Please access the Company’s website using the internet address shown below to review
the information.
https://www.teikokudenki.co.jp/ir/library/annualmeeting.html (in Japanese)
https://www.teikokudenki.co.jp/english/ir/general_meetings/index.html (in English)
In addition to the Company’s website, the matters for which measures for providing information in electronic format
are to be taken are also posted on the website of the Tokyo Stock Exchange (TSE), which you can review at thefollowing link.
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the Internet address shown above, enter “TEIKOKU ELECTRIC MFG” in “Issue
name (company name)” or the Company’s securities code “6333” (single-byte characters) in “Code,” and click“Search.” Then, click “Basic information” and select “Documents for public inspection/PR information.” Under“Filed information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting, you may exercise your voting rights via the Internet or in writing.
Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting
rights by no later than 5:00 p.m. on Tuesday, June 25, 2024 (JST) in accordance with the instructions below.
1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. (JST)
2. Venue:
Seiwa Hall on the 3rd floor of the Company’s factory office building
60 Hirano, Shingu-cho, Tatsuno City, Hyogo Prefecture
3. Agenda
Items to be reported:
1. The Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for
the Company’s 120th Fiscal Year (April 1, 2023 to March 31, 2024)
2. Results of audits by the Independent Auditor and the Audit & Supervisory Committee of the Consolidated
Financial Statements for the Company’s 120th Fiscal Year-1-

Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Four Directors (Excluding Directors Who Are Members of Audit &Supervisory Committee)
Proposal No. 3
Election of Four Directors Who Are Members of Audit & Supervisory Committee
1. If you attend the meeting in person, please submit the voting form sent out with this convocation notice at reception.
2. Among items for which the measures for providing information in electronic format will be taken, the information concerning items
to be disclosed in the Notes on Consolidated Financial Statements and the Notes on Non-consolidated Financial Statements is notincluded in the paper-based documents delivered to shareholders who have requested the delivery of paper-based documents (forthis General Meeting of Shareholders, the same paper-based documents will also be delivered to shareholders who have not requested
delivery) in accordance with laws and regulations and the Articles of Incorporation.
The Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the Independent Auditor and the
Audit & Supervisory Committee in preparing the audit reports include, in addition to the items set forth in those documents, theitems to be mentioned as the “Notes on Consolidated Financial Statements” and the “Notes on Non-consolidated Financial
Statements.”
3. If revisions to the items for which the measures for providing information in electronic format will be taken arise, a notice of therevisions and the details of the items before and after the revisions will be posted on the Company’s aforementioned website and theTSE website.

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Reference Documents for the General Meeting of Shareholders
Proposal No. 1
Appropriation of Surplus
The Company considers the return of profits to shareholders to be one of its highest management priorities anddecides on the appropriation of surplus after comprehensive consideration of future business development and otherfactors. The Company has given consideration to the business performance of the fiscal year and proposes to pay
year-end dividends for the 120th fiscal year as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount
Common stock ¥46 per share
Total dividends ¥809,744,854
As the Company has already paid an interim dividend of ¥46 per share, the annual dividend will be ¥92 pershare.
(3) Effective date of dividends of surplus
The effective date of dividends shall be June 27, 2024.

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Proposal No. 2

Election of Four Directors (Excluding Directors Who Are Members of Audit & Supervisory
Committee)
The terms of office of all Five Directors (excluding Directors Who Are Members of Audit & Supervisory Committee;
the same applies hereinafter in this proposal) will expire at the conclusion of this General Meeting of Shareholders.
Consequently, the Company proposes the election of Four Directors, lowering the number of Directors by one toenhance the efficiency of the management system. The Audit & Supervisory Committee of the Company has no
particular opinion on this proposal.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
April 1985

1

Number of theCompany’s shares
ownedJoined The Taiyo Kobe Bank, Limited(currently Sumitomo Mitsui Banking
Corporation)
February 2015 Joined the Company
General Manager, General Affairs Dept. of
Administration H.Q.
September
General Manager, Corporate Planning Dept. of2015
Administration H.Q.
April 2018
Chief of Corporate Planning H.Q., General
Manager of Corporate Planning Dept.
June 2018
Executive Officer, Chief of Corporate Planning
H.Q., General Manager of Corporate Planning
Dept.
Kiyoshi Murata
13,900 shares(July 18, 1962)
June 2019
Director, Executive Officer, Chief of Corporate
Planning H.Q., General Manager of Corporate
Planning Dept.
September
Director, Executive Officer, Chief of2019
Administration H.Q., General Manager ofCorporate Planning Dept.
June 2021
Director, Managing Executive Officer, Chief of
Administration H.Q., General Manager ofCorporate Planning Dept.
April 2023
Director, Managing Executive Officer, Chief of
Administration H.Q.
June 2023
Director, Senior Managing Executive Officer,
Chief of Administration H.Q. (current position)
Reasons for nomination as candidate for Director
As Director in charge of Administration, Kiyoshi Murata oversees internal units for general affairs, corporate planning,
and information systems and is working vigorously to develop a management plan, establish corporate governance,
reinforce internal control and promote investor relations. In addition, he has been actively reviewing the Company’s
personnel system and working style. As the Company judged, in light of such a track record, that his wide range ofknowledge can continue to contribute to the enhancement of its corporate value, the Company nominated him as a
candidate for Director again.

-4-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
April 1986
October 2007

2

3

Number of theCompany’s shares
ownedJoined the Company
General Manager, East Japan Sales Dept. ofDomestic Sales H.Q.
April 2009
General Manager, Procurement Dept. ofProduction H.Q.
January 2012 General Manager, West Japan Sales Dept. ofDomestic Sales H.Q.
October 2013 General Manager, Production Control Dept. ofProduction H.Q.
April 2018
Deputy Chief of Production Control H.Q.,
General Manager of Procurement Dept.
January 2019 Chief of Procurement H.Q., General Manager
of Procurement Dept.
June 2019
Executive Officer, Chief of Procurement H.Q.,
Tetsuzo Sato
101,600 shares
General Manager of Procurement Dept.
(February 28, 1964)
September
Executive Officer, Deputy Chief of Production
2019
H.Q., General Manager of R&D Dept.
April 2020
Executive Officer, Chief of TechnicalDevelopment H.Q., General Manager of R&D
Dept.
June 2020
Director, Executive Officer, Chief of Sales H.Q.
and Chairman of DALIAN TEIKOKUCANNED MOTOR PUMP CO., LTD. (current
position)January 2024 Chairman of TAIWAN TEIKOKU PUMP CO.,LTD. (current position)
Significant concurrent positions outside the Company
Chairman of DALIAN TEIKOKU CANNED MOTOR PUMP
CO., LTD.
Reasons for nomination as candidate for Director
Beside overseeing sales operations in Japan and other countries as Director in charge of sales, Tetsuzo Sato has held
positions of responsibility in internal units in charge of technical development, production management, procurement,
etc. and is thus well acquainted with the Company’s operations. In addition, he has served as Chairman of a Chinese
subsidiary since June 2020 and worked vigorously to expand the business and reinforce the corporate governance of theChinese subsidiary.
As the Company judged, in light of such a track record and experience, that he is a person capable of contributing to theenhancement of its corporate value, the Company nominated him as a candidate for Director again.
April 1987
Joined The Taiyo Kobe Bank, Limited(currently Sumitomo Mitsui Banking
Corporation)*
April 2020
Joined the Company
800 shares
Takashi Abe
General Manager, Assistant to Chief of(October 18, 1964)
Administration H.Q.
June 2021
Director [Member of Audit & Supervisory
Committee] (current position)
Reasons for nomination as candidate for Director
Since joining the Company as an Assistant to the Chief of the Administration H.Q., Takashi Abe was engaged incorporate planning, promoting corporate governance, strengthening the management of overseas subsidiaries, etc. andthen, as a Director who is a Member of Audit & Supervisory Committee, he audited the execution of business,supervised management, etc. in collaboration with Outside Directors (Members of Audit & Supervisory Committee)
and the corporate unit in charge of internal audits. As the Company judged, in light of his abundant experience inoverseas operations, achievements in establishing management systems for overseas subsidiaries, revising audit systems
and methods, and other accomplishments, that he is a person capable of contributing to the enhancement of its corporate
value, the Company nominated him as a new candidate for Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
April 1984

4

(Notes)

1.
2.
3.
4.
5.

6.

7.

8.

Number of theCompany’s shares
ownedJoined TOKYU HANDS INC. (now Hands
Inc.)
August 1999 Joined Senshukai Co., Ltd.
January 2014 Executive Officer, Division Director of General
Affairs Division of Senshukai Co., Ltd.
January 2016 Executive Officer, Deputy Division Director of
Product Development Division of SenshukaiCo., Ltd.
April 2017
Seconded to Planet Work, Co., Ltd.
Director, General Manager of Administration
Chie Tomari–
Dept. and Director of Dears Brain Co., Ltd.
(May 29, 1961)
May 2019
Joined Asahi Light Metal Industry Co., Ltd.
General Manager of Business Planning Officeof Asahi Light Metal Industry Co., Ltd.
April 2023
Outside Director, TOHO Co., Ltd. (current
position)
June 2023
Outside Director of the Company (current
position)
Significant concurrent positions outside the Company
Outside Director, TOHO Co., Ltd.
Reasons for nomination as candidate for Outside Director and overview of expected role
Chie Tomari has held key positions in operating companies, has extensive experience in marketing and administrative
operations, and provides oversight of the Company’s management and advice on its management in general from an
independent standpoint. She also provides advice on human resource development initiatives, including women’s
advancement and promotion at the Company, based on her experience in developing many female managers. We havenominated her as a candidate for Outside Director again in the expectation that she will apply this experience andknowledge to the management of the Company.
New candidates are indicated by an asterisk (*).
There is no special interest between any of the candidates and the Company.
Chie Tomari is a candidate for Outside Director.
At the conclusion of this General Meeting of Shareholders, Chie Tomari will have served as an Outside Director of theCompany for one year.
Pursuant to Article 427, paragraph (1) of the Companies Act and the Company’s Articles of Incorporation, the Company
has entered into agreements with Chie Tomari to limit her liability for damages as provided for in Article 423, paragraph(1) of the Companies Act to the amount provided for in laws and regulations. If the reelection of Chie Tomari is approved,
the Company plans to renew the aforementioned agreements with her.
The Company has entered into an indemnity agreement as specified in Article 430-2, paragraph (1) of the Companies Act
with each candidate. A summary of the details of this indemnity agreement is provided in “2. Current Status of theCompany (3) Status of Company Officers (ii) Summary of Terms of Indemnity Agreement” of the Business Report. If theelection of each candidate is approved, the Company plans to renew the aforementioned indemnity agreement with eachof them.
The Company has entered into a directors and officers liability insurance contract as specified in Article 430-3, paragraph(1) of the Companies Act with an insurance company. A summary of the details of this indemnity agreement is provided
in “2. Current Status of the Company (3) Status of Company Officers (iii) Summary of Terms of Officers’ Liability
Insurance Policies” of the Business Report. If the election of each candidate is approved, each candidate will be insured
by the said insurance contract. The said insurance contract is planned to be renewed under equivalent terms and conditions
when it is renewed next time.
The Company has registered Chie Tomari with the Tokyo Stock Exchange, Inc. as independent officers pursuant to theregulations of the Tokyo Stock Exchange, Inc.

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Proposal No. 3
Election of Four Directors Who Are Members of Audit & Supervisory Committee
The terms of office of all Four Directors who are Members of Audit & Supervisory Committee will expire at theconclusion of this general meeting of shareholders. Therefore, the Company proposes the election of Four Directors
who are Members of Audit & Supervisory Committee. In addition, the consent of the Audit & Supervisory Committeeof the Company has been obtained for this proposal.
Candidates for the role of Director who is a Member of Audit & Supervisory Committee are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
April 1986
October 2007
April 2009
April 2012
October 2012

January 2014
September
2015
April 2017*
Takashi Kagen(August 7, 1963)

1

June 2017
October 2017

April 2018
January 2019
September
2019
June 2020

Joined the Company
General Manager, Sales Planning Dept. ofDomestic Sales H.Q.
General Manager, East Japan Sales Dept. ofDomestic Sales H.Q.
General Manager, International Business Dept.
of International Sales H.Q.
General Manager, International Business Dept.
of International Sales H.Q.
Vice President of TEIKOKU USA INC.
General Manager, Project Dept. of International
Sales H.Q.
Chief of Project H.Q., General Manager ofProject Dept.
Chief of Procurement H.Q., General Manager
of Procurement Dept.
Executive Officer, Chief of Procurement H.Q.,
General Manager of Procurement Dept.
Executive Officer, Chief of Procurement H.Q.,
General Manager of Procurement Dept.,
General Manager of Cost Control Dept.
Executive Officer, Chief of Manufacturing H.Q.
Executive Officer, Chief of Sales H.Q.
Office Manager of Internal Audit Office

Number of theCompany’s shares
owned

18,400 shares

Director [Member of Audit & Supervisory
Committee]
June 2021
Director, Executive Officer, Chief of TechnicalDevelopment H.Q.
February 2022 Director, Executive Officer, Chief of TechnicalDevelopment H.Q., General Manager of Project
Dept.
April 2024
Director, Executive Officer, Chief of TechnicalDevelopment H.Q. (current position)
Reasons for nomination as candidate for Director who is a Member of Audit & Supervisory Committee
Besides overseeing internal units for technology, development and projects as Director in charge of technicaldevelopment, Takashi Kagen has held positions of responsibility in internal units in charge of domestic and oversea sales,
projects, procurement, manufacturing, etc. and is thus well acquainted with the Company’s operations.
In addition, he has acquired knowledge on the Group’s corporate governance based on his experience serving as a
Member of Audit & Supervisory Committee. As the Company judged, in light of his adequate track record andexperience in a wide range of areas, that he can play a sufficient role in conducting highly effective audit, etc. of the
management of the Group as a whole, and nominated him as a new candidate for a Director who is a Member of Audit &Supervisory Committee.

-7-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
April 1990

2

Number of theCompany’s shares
ownedRegistered with Kobe Bar Association(currently HYOGO BAR ASSOCIATION)
Joined Kitayama Law Office (currently Kobe
Kyobashi LPC)
May 2009
Deputy Representative of Kobe Kyobashi LPC
April 2012
President of HYOGO BAR ASSOCIATION
June 2015
Outside Director of the Company
September
Outside Director of F.O. HOLDINGS CO.,2015
LTD. (current position)
April 2016
Head of HYOGO District Office of JAPANLEGAL SUPPORT CENTER
Koji Hayashi
June 2016
Outside Director of the Company [Member of–(September 18, 1959)
Audit & Supervisory Committee] (current
position)
June 2016
Outside Auditor of MIWA CORPORATION(current position)
January 2017 Representative of Kobe Kyobashi LPC (current
position)
April 2022
Vice President of the Japan Federation of Bar
Associations
Significant concurrent positions outside the Company
Attorney at law (Representative of Kobe Kyobashi LPC)
Outside Director of F.O. HOLDINGS CO., LTD.
Outside Auditor of MIWA CORPORATION
Reasons for nomination as candidate for Outside Director who is a Member of Audit & Supervisory Committee andoverview of expected role
Koji Hayashi, who has extensive experience and expertise as an attorney at law, supervises the Company’s management
and provides advice on its management in general, primarily in areas of legal affairs and compliance, from an
independent standpoint. Expecting him to play the role of reinforcing the supervisory function of the Board of Directorsof the Company, supervising the execution of business, etc. from the said perspective of his, the Company nominatedhim again as a candidate for an Outside Director who is a Member of Audit & Supervisory Committee.
He has never in the past been involved in the management of a company except as an outside officer. However, theCompany judges he will appropriately fulfill his duties as an Outside Director who is a Member of Audit & Supervisory
Committee based on the above reasons.

-8-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
April 1973
April 2001

3

4

Number of theCompany’s shares
ownedJoined ITOCHU Corporation
Deputy General Manager, Textile Material
Division of ITOCHU Corporation
October 2004 Assistant President, Finance, Insurance &Logistics Service Company of ITOCHU
Corporation
Ichiro Kawashima
April 2005
General Manager, Orient Corporation Business–
Dept. of ITOCHU Corporation(July 24, 1950)
July 2007
Executive Officer of Orient Corporation
June 2011
Corporate Auditor of ORIFA Servicer
Corporation
June 2018
Outside Director of the Company [Member ofAudit & Supervisory Committee] (current
position)
Reasons for nomination as candidate for Outside Director who is a Member of Audit & Supervisory Committee andoverview of expected role
Ichiro Kawashima, who has extensive business experience including experience in overseas operations and a wide range
of knowledge, supervises the Company’s management and provides advice on its management in general primarily in thearea of business strategies from an independent standpoint. Expecting him to play the role of reinforcing the supervisory
function of the Board of Directors of the Company, supervising the execution of business, etc. from the said perspectiveof his, the Company nominated him again as a candidate for an Outside Director who is a Member of Audit &Supervisory Committee.
July 1989
Joined Century Audit Corporation (currently
Ernst & Young ShinNihon LLC)
March 1992
Registered as certified public accountant
July 1996
Joined Kawakami Certified Public Accountant
OfficeJuly 1998
Established Oki Certified Public Accountant
Office (current position)
June 2010
Director, the Hyogo Chapter of the JapaneseInstitute of Certified Public Accountants
April 2011
Comprehensive Outside Auditor of Himeji City
Yoshimasa Oki
17,400 shares
June 2011
Outside Auditor of Okano Food Holdings Co.,
(February 13, 1967)
Ltd.
June 2018
Outside Director of the Company [Member ofAudit & Supervisory Committee] (current
position)
July 2022
Outside Auditor of Novac Co., Ltd. (current
position)
Significant concurrent positions outside the Company
Certified public accountant (Oki Certified Public Accountant
Office)Outside Auditor of Novac Co., Ltd.
Reasons for nomination as candidate for Outside Director who is a Member of Audit & Supervisory Committee andoverview of expected role
Yoshimasa Oki, who has abundant experience as a certified public accountant and a wide range of knowledge, supervises
the Company’s management and provides advice on its management in general primarily in areas of finance, accounting,etc. from an independent standpoint. Expecting him to play the role of reinforcing the supervisory function of the Boardof Directors of the Company, supervising the execution of business, etc. from the said perspective of his, the Company
nominated him again as a candidate for an Outside Director who is a Member of Audit & Supervisory Committee.
He has never in the past been involved in the management of a company except as an outside officer. However, theCompany judges he will appropriately fulfill his duties as an Outside Director who is a Member of Audit & Supervisory
Committee based on the above reasons.

-9-(Notes)

1.
2.
3.
4.
5.

6.

7.

8.

9.

New candidates are indicated by an asterisk (*).
There is no special interest between any of the candidates and the Company.
Koji Hayashi, Ichiro Kawashima and Yoshimasa Oki are candidates for Outside Director.
At the conclusion of this General Meeting of Shareholders, Koji Hayashi will have served as an Outside Director of theCompany for nine years and Ichiro Kawashima and Yoshimasa Oki will have served for six years.
Pursuant to Article 427, paragraph (1) of the Companies Act and the Company’s Articles of Incorporation, the Company
has entered into agreements with Koji Hayashi, Ichiro Kawashima and Yoshimasa Oki to limit their liability for damages
as provided for in Article 423, paragraph (1) of the Companies Act to the amount provided for in laws and regulations. If
the reelection of them is approved, the Company plans to renew the aforementioned agreements with them.
If the election of Takashi Kagen is approved, pursuant to Article 427, paragraph (1) of the Companies Act and theCompany’s Articles of Incorporation, the Company plans to enter into an agreement with him, to limit his liability fordamages as provided for in Article 423, paragraph (1) of the Companies Act to the amount provided for in laws andregulations.
The Company has entered into an indemnity agreement as specified in Article 430-2, paragraph (1) of the Companies Act
with each candidate, and the summary of the content of the indemnity agreement is described in “2. Current Status of theCompany, (3) Status of Company Officers, (ii) Summary of the Content of the Indemnity Agreement” of the Business
Report. If the reelection of each candidate is approved, the Company plans to renew the aforementioned indemnity
agreement with each of them.
The Company has entered into a directors and officers liability insurance contract as specified in Article 430-3, paragraph(1) of the Companies Act with an insurance company. A summary of the details of this indemnity agreement is provided
in “2. Current Status of the Company (3) Status of Company Officers (iii) Summary of Terms of Officers’ Liability
Insurance Policies.” If the election of each candidate is approved, each candidate will be insured by the said insurance
contract. The said insurance contract is planned to be renewed under equivalent terms and conditions when it is renewed
next time.
The Company has registered Koji Hayashi, Ichiro Kawashima and Yoshimasa Oki with the Tokyo Stock Exchange, Inc.
as independent officers pursuant to the regulations of the Tokyo Stock Exchange, Inc.

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[For your information: skill matrix of Directors]
If Proposals 2 and 3 are approved and adopted as originally proposed, the skill matrix of Directors as of the conclusion of this general
meeting will be as given below.
Name

SDGs &
corporate
management

Finance,accounting &human resourcesmanagement

Legal affairs &risk management

Kiyoshi Murata

〇

〇

〇
〇

〇

〇

Takashi Kagen〇〇

Koji Hayashi〇〇

Takashi Abe
Chie Tomari

Ichiro Kawashima
Yoshimasa Oki〇

Sales &
marketingTechnical
development,
manufacturing &IT〇〇

Tetsuzo Sato*

Global

〇

〇

〇

〇

〇

〇
〇

The above list does not represent all specialties and experience that each Director candidate has.

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