Toyo Denki Seizo K K : NOTICE OF THE 162th ANNUAL GENERAL MEETING OF SHAREHOLDERS

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 other forms of damages arising from the translation.

(Stock Exchange Code 6505)

August 4, 2023

Commencement of measures for electronic provision: August 1, 2023

To Shareholders with Voting Rights:

Akira Watanabe

President, Representative Director

Toyo Denki Seizo K.K.

1-4-16 Yaesu, Chuou-ku, Tokyo

NOTICE OF

THE 162nd 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 162nd 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 162nd 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 matters subject to electronic provision, and exercise your voting rights no later than 5:00 p.m. on Monday, August 28, 2023, Japan time.

1. Date and Time: Tuesday, August 29, 2023, at 10:00 a.m. Japan time

2. Place:	"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

162nd Fiscal Year (June 1, 2022 - May 31, 2023) 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 162nd Fiscal Year (June 1, 2022 - May 31, 2023)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of One (1) Director

Proposal 3: Election of Two (2) Audit and Supervisory Board Members

Proposal 4: Continuation of Countermeasures against a Large-scale Purchase of the Company's Shares, etc.

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• 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 and regulations 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.

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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, 2023, upon comprehensively taking into consideration the return of profits to shareholders in a continuous and stable manner, the strengthening 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 282,994,710 yen
3. Effective date of distribution of surplus August 30, 2023

(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%.

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Proposal 2: Election of One (1) Director

In order to strengthen the corporate governance system and ensure diversity, including a balance of skills of the Board of Directors as a whole, the election of one Outside Director is proposed.

The candidate for Director is as follows. In accordance with the Articles of Incorporation of the Company, the term of office of the candidate for Director shall expire upon the expiration of the term of office of other incumbent Directors.

		Name			Past experience, positions, responsibilities,	Number of
				shares of the
		(Date of birth)		significant concurrent positions, and reason for nomination as a candidate, etc.
			Company 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
		Yukiko Machida		April 2017	Vice-Chairperson, Labor Issue Committee, Daini Tokyo Bar
		March 24, 1984			Association (current position)
						[Reason for nomination as a candidate for Outside Director and overview of expected
	New appointment
						roles]
		Outside Director
				Ms. Yukiko Machida is a qualified lawyer and has a particularly high level of insight	0
		Independent				in the field of labor law, including through her service as Vice-Chairperson of the
		Director			Labor Issue Committee, Daini Tokyo Bar Association. She has also written and
						lectured on women's empowerment and harassment. Based on her experience, the
						Company nominated her as a candidate for Outside Director, as the Company can
						expect her to continue to give advice and make proposals effectively in order to ensure
						legality and appropriateness of decision-making of the Board of Directors of the
						Company, and to give advice and proposals regarding the Company's personnel and
						labor issues.

(Notes) 1. There are no special interests between each candidate for Director and the Company.

1. Ms. Yukiko Machida is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. The Company intends to register her as an independent officer with the Tokyo Stock Exchange.
2. 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 her liability as stipulated in Article 423, Paragraph 1 of the Companies Act to the amount set forth by laws and regulations. If Ms. Yukiko Machida is elected, the Company intends to enter into the above agreement with her to limit her liability.
3. 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 candidate is appointed to the position of Director, she will be included as the insured under this insurance agreement.

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• Directors Skills Matrix

Expertise and experience of Directors (after the approval of Proposal 2)

				Areas of expertise and experience
	Outside
Name	Corporate	Sales/	Research and	Manufacturing/	Global	Human	Accounting/	Legal
Directors
	development/	resources/
		management	Marketing	Quality control	business	Finance	affairs
		Technology	Labor
Akira		●	●	●	●	●
Watanabe
Kenzo		●	●	●	●	●
Terashima
Yoshifumi		●	●			●		●	●
Otsubo
Kenji		●	●				●	●	●
Tanimoto
Koji	●	●	●			●	●	●
Mizumoto
Taizo	●	●		●	●	●
Makari
Yukiko	●						●		●
Machida

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