Toyo Denki Seizo K K : NOTICE OF THE 161th 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 5, 2022

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 161st 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 161st Annual General Meeting of Shareholders of Toyo Denki Seizo K.K. (the "Company") will be held as described below.

Instead of attending the meeting, you can exercise your voting rights in writing or via the Internet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than 5:00 p.m. on Wednesday, August 24, 2022, Japan time.

1. Date and Time: Thursday, August 25, 2022, 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. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

161st Fiscal Year (June 1, 2021 - May 31, 2022) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 161st Fiscal Year (June 1, 2021 - May 31, 2022)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of Seven (7) Directors

Proposal 4: Election of Two (2) Corporate Auditors

• Of the documents to be provided with this Notice, "Information Concerning Accounting Auditor," "Overview of Systems to Ensure Appropriate Business Operations (Basic Policy for Internal Control Systems) and Operational Status Thereof" and "Basic Policy on Control of the Company" of the Business Report, and the "Consolidated Statements of Changes in Net Assets," "Notes to Consolidated Financial Statements," "Non-consolidated Statements of Changes in Net Assets," and "Notes to Non-consolidated Financial Statements" are posted on the Company's website (https://www.toyodenki.co.jp) in accordance with provisions of laws and regulations as well as Article 15 of the Company's Articles of Incorporation and therefore are not provided in this Notice. Furthermore, the aforementioned items posted on the Company's website are part of the documents audited by the Accounting Auditor and the Board of Corporate Auditors when preparing their accounting audit report and audit report, respectively.
• Should the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements, or the Reference documents for the General Meeting of Shareholders require revisions, the revised versions will be posted on the Company's website.
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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, 2022, upon comprehensively taking into consideration the return of profits to shareholders in a stable and continuous manner, the strengthening of the 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 268,211,760 yen
3. Effective date of distribution of surplus August 26, 2022

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Company proposes to amend its Articles of Incorporation as follows.

1. The proposed Article 15, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically.
2. The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
3. The provisions related to the Internet disclosure of reference documents and deemed disclosure (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
4. In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.

2. Details of amendments

The details of the amendments are as follows.

				(Amended parts are underlined.)
Current Articles of Incorporation		Proposed amendments
Article 15 (Internet disclosure of reference
documents and deemed disclosure)
In convening a general meeting of shareholders,
the company may deem that it has provided
shareholders with the information on the matters
which must be described or mentioned in the
reference documents of a general meeting of
shareholders,	business	report,	financial
statements and consolidated financial statements
by disclosing such information using the
Internet pursuant to the regulations set forth by
the ministerial ordinance of the Ministry of
Justice.

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Current Articles of Incorporation		Proposed amendments
	Article 15 (Measures for electronic provision, etc.)
	1.	The Company shall, when convening a
		general meeting of shareholders, provide
		information contained in the reference
		documents for the general meeting of
		shareholders, etc. electronically.
	2.	Among the matters to be provided
		electronically, the Company may choose not
		to include all or part of the matters stipulated
		in the Ordinance of the Ministry of Justice in
		the paper copy to be sent to shareholders who
		have requested it by the record date for voting
		rights.

Supplementary Provisions

1. The amendments to Article 15 of the Articles of Incorporation shall come into effect on September 1, 2022, the date of enforcement of the amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (the "Effective Date").

1. Notwithstanding the provisions of the preceding paragraph, Article 15 (Internet disclosure of reference documents and deemed disclosure) of the Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date.
2. These supplementary provisions shall be deleted after the lapse of six months from the Effective Date or the lapse of three months from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is later.

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Proposal 3: Election of Seven (7) Directors

As the terms of office of all seven Directors will expire at the conclusion of this General Meeting of Shareholders, the election of seven Directors (including three Outside Directors) is proposed.

The candidates for Director are as follows.

No.		Name		Past experience, positions, responsibilities	Number of
		shares of the
	(Date of birth)		and significant concurrent positions
						Company held
				April 1982	Joined the Company
				June 2002	Group Manager, Business Creation Group, Development
					Division
				June 2005	Group Manager, Traction Control Design Group,
					Transportation Systems Works, Yokohama Plant, Production
					Division
				August 2008	Deputy Center Manager, Research Center
				May 2011	Group Manager, EV Systems Group, Business Development
					Division
				August 2013	General Manager, Business Development Division
				August 2015	Executive Officer; General Manager, Management Planning
					Division
				August 2016	Appointed as Director; Division Director, Transportation
					Business Unit
	Akira Watanabe	June 2018	Executive Director and Executive Officer; Division Director,
		Transportation Business Unit; General Manager, International
1	November 22, 1959		Sales Division, Transportation Business Unit	7,126
	Reappointment		August 2018	Executive Director and Executive Officer; Division Director,
					Transportation Business Unit
				August 2019	Senior Executive Director and Executive Officer; Division
					Director, Transportation Business Unit; Plant Manager,
					Yokohama Plant
				August 2020	President, Representative Director (current position)

[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 regarding transportation business as a whole and the management of the entire Group, as evidenced by his experience in the fields of research and development and management planning. He has been appropriately supervising the management of 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, by utilizing his experience and knowledge, he would be able to continue to appropriately supervise the management of the Group as a whole and play a significant role in sustainable growth and the improvement of corporate value.

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