Tomen Devices : Notice of The 32th Oridinary General Meeting of Shareholders （275KB）

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

Securities Code: 2737

June 7, 2023

To Our Shareholders:

Ichiro Tsumaki, President

TOMEN DEVICES CORPORATION

8-12, Harumi 1-chome,Chuo-ku, Tokyo

104-6230, Japan

NOTICE OF THE 32ND ORDINARY GENERAL MEETING OF

SHAREHOLDERS

Tomen Devices Corporation (the "Company") is pleased to announce that it will hold its 32nd Ordinary General Meeting of Shareholders. Details are described below.

In the convening of the Meeting, we will take measures to electronically provide the information that constitutes the content of the Reference Documents, etc. for the General Meeting of Shareholders (Matters for Electronic Provision). We kindly request that you check this information by accessing the following websites of the Company on which the information is posted.

The Company's website: https://www.tomendevices.co.jp/en/

(To view the information, please visit the above website and select "Shareholders & Investors" from the menu and go to "Shareholders Meeting.")

Website where materials for general meeting of shareholders are posted https://d.sokai.jp/2737/teiji/

TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (Please visit the TSE website above, enter/search "TOMEN DEVICES" under "Issue name (company name)" or its securities code "2737" under "Code," and choose "Basic information," "Documents for public inspection / PR information" and "Notice of General Shareholders Meeting / Informational Materials for a General Shareholders Meeting.")

Instead of attending the Meeting in person, you may exercise your voting rights in writing or via the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. (JST) on Wednesday, June 21, 2023.

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1. Date and Time: Thursday, June 22, 2023 at 10:00 a.m. (Japan Standard Time) (Reception will open at 9:00 a.m.)

2. Venue:BERTH 1+2, L stay & grow Harumi Annex, 4th floor, Daiwa Harumi Building, 10-1 Harumi 3-chome,Chuo-ku, Tokyo

(If you intend to come to the Meeting in person, please see the location map at the end of this notice.)

3. Purpose of the Meeting:

Items to be reported: 1. Business Report and Consolidated Financial Statements for the 32nd Term

(from April 1, 2022 to March 31, 2023), as well as the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit

& Supervisory Board

2. Non-Consolidated Financial Statements for the 32nd Term (from April 1, 2022 to March 31, 2023)

Items to be resolved:

Proposal No. 1 Disposition of surplus Proposal No. 2 Election of nine (9) Directors

Proposal No. 3 Revision to compensation to Audit & Supervisory Board Members

1. On Voting Rights
   Please refer to "On Voting Rights"
2. Information on the documents that will be sent to shareholders
   Before holding the General Meeting of Shareholders, we will send to all shareholders a document in which items to be electronically provided are listed irrespective of whether a request for the delivery of documents has been made or not. However, pursuant to laws and regulations, as well as the paragraph 2 of Article 14 of the Company's Articles of Incorporation, the documents exclude the "status of accounting auditors," "system and policy of the Company," "consolidated statement of changes in shareholders' equity," "notes to consolidated financial statements," "balance sheet," the "statement of income," "statement of changes in shareholders' equity" and "notes to non-consolidated financial statements." Accordingly, the business report, consolidated financial statement and financial statement that are listed in the said document are part of what the Audit & Supervisory Board Members and the Accounting Auditor audited when preparing audit reports.
3. Other Matters concerning this Notice of the Ordinary General Meeting of Shareholders
   If exercising voting rights by proxy, you may delegate another shareholder who holds a voting right as an agent. However, along with a letter certifying the right of proxy (proxy letter), one of the following documents must be submitted.
4. 1. Voting Rights Exercise Form of the delegating shareholder
   2. Certificate of stamp seal of the actual stamp on the document certifying the right of representation
   3. Copy of delegating shareholder's passport, driver's license or health insurance card or other identification document

In the event of revisions to matters subject to electronic provision measures, notice of such revisions and the original and revised versions of the matters will be posted on each website mentioned above.

(Requests to Shareholders)

• If there are any major changes in the operation of the General Meeting of Shareholders, we will post them on our website (https://www.tomendevices.co.jp/en/) on the Internet.
• If you attend the meeting, please bring the voting rights exercise form to the reception desk. Please note that persons who are not shareholders of the Company, such as those accompanying shareholders or children, are not permitted to enter the meeting venue.
• Neither gatherings for discussion with shareholder nor gifts will be held or offered to shareholders on the day of the meeting.
• The Company will receive shareholders in Cool Biz, which is informal attire worn during the summer.

Our website (https://www.tomendevices.co.jp/en/)

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Disposition of surplus

The Company proposes the appropriation of surplus as follows:

Year-end dividends

Regarding our dividend policy, we will pay dividends based on performance in order to return profits in accordance with consolidated business results for each fiscal year. We will deal with year-end dividends flexibly to continue stable payments, taking an increase in the payout ratio into consideration, in addition to changes in the economic environment and demand for funds.

We intend to use retained earnings to strengthen our management foundation, meet the demand for funds accompanying business expansion, and to strengthen our financial standing.

In accordance with this policy, the Company proposes to pay year-end dividends for the 32nd term as follows:

1. Type of dividend property Cash
2. Allotment of dividend property and their aggregate amount
   The Company proposes to pay a dividend of ¥300 per common share of the Company. In this event, the total dividends will be ¥2,040,311,100.
3. Effective date of dividends of surplus June 23, 2023

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Proposal No. 2: Election of nine (9) Directors

The term of office of all nine (9) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes that nine Directors be elected.

For the selection and election of Directors, we have set the precondition that they all have "knowledge and expertise in the field of electronics, or have experience and knowledge about general corporate management" as well as "having appropriateness and suitability as a director." Also, please refer to the business report "Standards and Policies regarding Independence of External Director" regarding the idea of appointing external and independent officers.

Procedures for the election of directors are decided at the Board of Directors, with the opportunity for dialogue with candidates that satisfy the above conditions.

The candidates for Directors are as follows. Atsuko Honda is a female candidate for Director and Taisei Koh is a candidate for Director of a foreign nationality. We will continue to strive to build a highly diversified board member system.

No.	Name	Position in the Company
1	Ichiro Tsumaki	President, General Manager, Sales Division
Reappointment
2	Nobuo Koido	Director and Vice President
Reappointment
	Masakazu Tsunefuka	Managing Director, General Manager of Corporate
3	Administrative Division and General Manager of Human	Reappointment
		Resources and General Affairs Department
4	Eiji Matsuzaki	Director
Reappointment
5	Kiyotaka Nakao	Director
Reappointment
6	Atsuko Honda	External Director	Reappointment
External
			Independent
7	Tatsumi Maeda	External Director	Reappointment
External
			Independent
8	Toshiyasu Asai	External Director	Reappointment
External
			Independent
9	Taisei Koh	External Director	Reappointment
External
			Independent

Reappointment

External Independent

Candidates for Directors to be reappointed Candidates for External Directors

Independent officer based on the provisions of the Tokyo Stock Exchange

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No.		Name	Career Summary, Position and Responsibilities in the Company,
	(Date of Birth)		and Significant Concurrent Positions
				April 1983	Joined Tomen Corporation (current Toyota Tsusho Corporation)
				April 2003	General Manager, Electronic Information Department
				June 2004	Director of the Company
				December 2005	CEO, Shanghai Hong Ri International Electronics Co., Ltd.
					(secondment)
		Reappointment		April 2010	Senior Manager, Electronic Device Department, Toyota Tsusho
		Ichiro Tsumaki		Corporation
		June 2011	Managing Director of the Company
		(July 28, 1960)
	Years as Director:	June 2012	President, General Manager, Sales Division (current position)
	(Significant Concurrent Positions)
1		13 years
	Chairman, ATMD (Hong Kong) Limited
				Director, ITG Marketing, Inc.
	Number of the Company's shares owned: 10,200 shares
	Attendance at Board of Directors Meetings: 12 out of 12 times (100%)
	Reasons for nomination as a candidate for Director:
	Since joining the former Tomen Corporation (current Toyota Tsusho Corporation), Ichiro Tsumaki has
	worked mainly in the electronic device business. After becoming the CEO of Shanghai Hong Ri
	International Electronics Co., Ltd., and since becoming the President of the Company in 2012, he has
	worked to expand overseas business and cultivate new markets. He has experience as President of the
	Company, as well as abundant job experience in the semiconductor industry and knowledge of corporate
	management, and therefore we have continued to place him as a candidate for Director.
	If this proposal is approved, we plan to reappoint Ichiro Tsumaki as President at the Board of Directors'
	meeting after the conclusion of this General Meeting of Shareholders.
				April 1985	Joined Ryosan Co., Ltd.
				April 1997	Manager, Hong Kong Sales Office of the Company
				June 2007	Director of the Company
				June 2008	Managing Director of the Company
				June 2010	Senior Managing Directors of the Company
		Reappointment
			June 2022	Director and Vice President of the Company (current position)
		Nobuo Koido
		(Significant Concurrent Positions)
		(July 4, 1961)	Vice-Chairman, ATMD (Hong Kong) Limited
2
Years as Director:	Director, ATMD Electronics (Shenzhen) Limited
	Director, ATMD Electronics (Shanghai) Limited
		16 years
		Director, ATMD Electronics (Singapore) Pte. Ltd.
	Number of the Company's shares owned: 10,200 shares
	Attendance at Board of Directors Meetings: 12 out of 12 times (100%)
	Reasons for nomination as a candidate for Director:
	Since formerly working for Ryosan Co., Ltd., Nobuo Koido has mainly engaged in overseas business, and he
	is devoting his efforts to expanding our overseas business, including the establishment of ATMD (Hong
	Kong) Limited. He has extensive experience in overseas business and work experience in the semiconductor
	industry, and as we continue to expand overseas, we expect him to be a driving force, and selected him to
	continue as a candidate for Director.

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