NOTICE OF CONVOCATION OF THE 16 th ORDINARY GENERAL MEETING OF SHAREHOLDERS TOA Valve Engineering Inc. Note : The following is an English translation of the original Japanese version, prepared only for the convenience of non-japanese speaking shareholders. In case of any discrepancy between the translation and the Japanese original, the latter shall prevail. 1
Stock Exchange No. 6466 December 7, 2015 Notice of Convocation of The 16 th Ordinary General Meeting of Shareholders Dear Shareholders This is to notify you that the 16 th Ordinary General Meeting of the Shareholders of Toa Valve Engineering Inc. (hereinafter referred to as Toa) will be held as described below. Your attendance is respectfully requested. If you will be unable to attend the Meeting in person on the date, you can exercise your voting in writing therefore please take a time to examine appended Reference Documents for the General Meeting of Shareholders and exercise your voting rights by postal mail. Please indicate your approval or disapproval of the matters to be resolved on the voting form enclosed herewith and return it to reach no later than 5:00 p.m., Monday, December 21, 2015. 1. Date and Time: 10:00 a.m. Tuesday, December 22, 2015 (The reception is scheduled to open at 9:00 a.m.) 2. Place: Miyako Hotel New Archaic, Ho-Oh South (floor 3 rd ) 2-7-1, Showa-dori, Amagasaki, Hyogo, 660-0881 3. Agenda for the Meeting [Matters to be reported] 1. The Business Report, Consolidated Financial Statement, and Audit Report of Consolidated Financial Statements by the Accounting Auditors and The Board of Auditors for the 16 th Business Term (from October 1, 2014 to September 30, 2015) 2.Accounts for the 16 th Business Term (from October 1, 2014 to September 30, 2015) [Matters to be resolved] Proposal No.1 Appropriation of Surplus Proposal No.2 Partial Amendments to the Articles of Incorporation Proposal No.3 Election of Seven (7) Directors Proposal No.4 Election of Two (2) Auditors Proposal No.5 Election of One (1) Substitute Auditor Yuichi Karasawa President, Representative Director Toa Valve Engineering Inc. 2
(Notes) When you attend the Ordinary General Meeting of Shareholders in person, please submit the enclosed Voting Form at the reception desk of the Ordinary General Meeting of Shareholders. Pursuant to laws, ordinances and Article 16 of Articles of Incorporation of the, following documents is not included in the documents attached to the foregoing the Notice of Convocation of the 16 th Ordinary General Meetings of Shareholders since these documents are referred to our website (address : http://www.toavalve.co.jp) on the internet. (1) 3. Framework to be ensured appropriateness of business operation of Business Report (2) The Notes to Consolidated Financial Statements (3) The Notes to Non-consolidated Financial Statements The reference documents attached to the Notice of Convocation of the 16 th Ordinary General Meeting of Shareholders were audited as a part of the Business report, the Consolidated Financial Statements or the Non-consolidated Financial Statements by the Board of the Auditors in the course of the preparation of their audit report. Furthermore these documents were also audited as a part of the Consolidated Financial Statements or the Non-consolidated Financial Statements by the Accounting Auditors in the course of the preparation of their accounting audit report. If any modification(s) or amendment(s) are made to any of the Reference Documents for the Ordinary General Meeting of Shareholders, Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements, Toa will post such modification(s) or amendment(s) on our website (http://www.toavalve.co.jp) on the internet Toa will not send any Notice of Voting Results for the Ordinary General Meeting of Shareholders but the Voting Result can be seen on our website (http://www.toavalve.co.jp) on the internet. If you have any question or doubt on contents of Reference Documents, please send it by e-mail (address : tve@toavalve.co.jp) 3
Reference Documents for the General Meeting of Shareholders Agenda and Reference Information Proposal No.1 Appropriation of Surplus Matter of Year-end Dividends Toa s basic policy is to perform stable dividends by utilizing resources of our group to the maximum, and bringing about maximum profit by highly efficient management. The consolidated result of current business term has been significantly improved in sales amount and profit in comparison with first half year. Net profit in current business term could be posted 694 million Yen (as for first half year, deficit of 1,150 million Yen) in particular and cash flow could be also posted cash-in of 1,366 million Yen (as for first half year, cash-out of 247 million Yen). However these achievements can t be denied temporary factor that nuclear power generation market is facing in transient situation of preparation of re-operation as background, and it is assumed that continuous and stable management environment is always not coming. Therefore our group will conduct business aggressively and furthermore will work precisely to improvement of cost structure against which meets reduction of market with every effort continuously. Although there is background of above-mentioned explanation, Year-end Dividends for 16 th business term will be carried out with 40 per share after increase by 25 per share based on allotment policy of our in comparison with preceding business term. 1. Type of dividend property : By cash 2. Dividend Allocation and Total Amount of Dividend to shareholders Dividend allocation : 40 per share of s common stock Total amount of dividend : 93,376,160 As for current term, the annual dividend is 40 per share since Toa forwent interim dividend. 3. Effective date of Dividend Allocation : December 24, 2015 4
Proposal No.2 Partial amendments to the Articles of Incorporation 1.Reason for Proposal The Act for Partial Revision of the Companies Act (Act No.90 of 2014) came into effect on May 1, 2015, enables companies to conclude limitation of liability contracts with Directors (including both inside and outside directors but excluding executive directors etc.) and Auditors (including both inside and outside auditors). In conjunction with this change, it is proposed that Article 32 and Article 41 of the Articles of Incorporation be amended so that the expected roles can be exercised enough and appropriate human resource can be invited. As for amendments to article 32 of the Articles of Incorporation, the consent of each Auditor has been obtained. Current Articles of Incorporation Article 32 ( Agreement of Liability Limitation with Outside Directors) In accordance with the provisions in Article 427.1 of the Companies Act, The may enter into an Agreement with Outside Directors to limit their liabilities for damages as provided in Article 423.1 of the Companies Act. Provided, however, the maximum liability amount for damages under such Agreement shall be an amount stipulated by laws or ordinances. Proposed amendments Article 32 ( Agreement of Liability Limitation with Directors) In accordance with the provisions in Article 427.1 of the Companies Act, The may enter into an Agreement with Directors (excluding executive director etc.) to limit their liabilities for damages as provided in Article 423.1 of the Companies Act. Provided, however, the maximum liability amount for damages under such Agreement shall be an amount stipulated by laws or ordinances. Article 41 ( Agreement of Liability Limitation with Outside Auditors) In accordance with the provisions in Article 427.1 of the Companies Act, the may enter into an Agreement with Outside Auditors to limit their liabilities for damages as provided in Article 423.1 of the Companies Act. Provided, however, the maximum liability amount for damages under such Agreement shall be an amount of stipulated by laws or ordinances. Article 41 ( Agreement of Liability Limitation with Auditors) In accordance with the provisions in Article 427.1 of the Companies Act, the may enter into an Agreement with Auditors to limit their liabilities for damages as provided in Article 423.1 of the Companies Act. Provided, however, the maximum liability amount for damages under such Agreement shall be an amount of stipulated by laws or ordinances. 5
Proposal No.3 Election of Seven (7) Directors The term of office of all Directors (7) will expire at the close of this Ordinary General Meeting of Shareholders. Accordingly, it is proposed that seven (7) Directors be elected The s for Directors are as follows : Name of Career summary, Position and Responsibility in (date of birth) our and principle Concurrent Positions 1 March 1971 Joined Toa Valve Co., Ltd. December 2002 Director of Toa Valve Engineering Inc. December 2005 Managing Director Yoshihisa Manabe (August 20, 1948) April 2010 Executive Managing Director, Chief Executive Managing Officer, Director of Valve Manufacturing Headquarter & Quality Assurance Headquarter July 2014 Director, Chief Engineering Executive 2,800 Officer, Chief Executive Managing Officer, Director of Valve Manufacturing Headquarter, In-charge of Steel Casting Division and General Safety and Health Team December 2014 Director, Chief Engineering Executive Officer, In-charge of Quality Assurance Headquarter (present position) Candidate has no special interest in Toa Reason for of director Toa nominated Mr. Yoshihisa Manabe as for Director since Toa judged that he has sufficient business experience and knowledge fostered in the field of valve engineering development and valve manufacturing for many years and also he has appropriate personality as business manager of company. Attendance result of Directors Meeting for 16 th Business Term He attended 12 of 12 times of Directors Meeting for this fiscal year 6
Name of Career summary, Position and Responsibility in (date of birth) our and principle Concurrent Positions 2 March 1982 Joined Toa Engineering Co., Ltd. April 2010 Executive Officer of Toa Valve Engineering Inc. December 2012 Director and Managing Executive Koumei Officer Sasano July 2014 Director and Chief Managing Executive 4,000 September 10, Officer, General Manager of Sales 1954 Headquarter July 2014 Director of Toa Create Co., Ltd (present position) October 2014 Director-President of Toa Valve Overseas Pte. Ltd. April 2015 Director and Chief Managing Executive Officer, General manager of Sales Headquarter, Chief of Reform Promotion Team (present position) Principle Concurrent Post Director-President of Toa Valve Overseas Pte. Ltd. Director of Toa Create Co., Ltd. Candidate has no special interest in Toa Reason for of director Toa nominated Mr. Koumei Sasano as for Director since Toa judged that he has sufficient business experience and knowledge fostered in the field of valve sales department for many years and also he has appropriate personality as business manager of company. Attendance result of Directors Meeting for 16 th Business Term He attended 12 of 12 times of Directors Meeting for this fiscal year. 7
Name of Career summary, Position and Responsibility in (date of birth) our and principle Concurrent Positions 3 Tadashi Ujino (December 20, 1954) April 1978 Joined Toa Engineering Co., Ltd. October 2005 Chief of Internal Audit Team of Toa Valve Engineering Inc. October 2008 Director & Chief of Internal Audit Team April 2010 Director, Executive Officer & Chief of Internal Audit Team December 2010 Full-time Auditor December 2013 Director-President of Toa Service December 2013 Director, Managing Executive 11,000 Officer, General Manager of Maintenance Headquarter (present position) July 2014 Director-President of Toa Create Co., Ltd (present position). December 2015 Director of Toa Service (present position) Principle Concurrent Post Director-President of Toa Create Co., Ltd. Director of Toa Service Candidate has no special interest in Toa Reason for of director Toa nominated Mr. Tadashi Ujino as for Director since Toa judged that he has sufficient business experience and knowledge fostered in the field of auditing department and valve maintenance department for many years and also he has appropriate personality as business manager of company. Attendance result of Directors Meeting for 16 th Business Term He attended 11 of 12 times of Directors Meeting for this fiscal year. 8
Name of Career summary, Position and Responsibility in (date of birth) our and principle Concurrent Positions 4 March 1990 Joined Seika Corporation April 2007 General Manager of Takamatsu Office April 2009 General Manager of Hiroshima Office April 2012 Deputy General Manager of Sales No.1 Division and General Manager of Prime Mover Dept., Osaka Office Masanori April 2013 General Manager of Sales No.1 Takahashi Division and General Manager of (May 25, Prime Mover Dept., Osaka Office 1957) December 2013 Director of Toa Valve Engineering Inc. (present position) 0 Outside April 2014 Executive Officer, Deputy General Director Manager of Sales Management Two years Division and General Manager of in office Osaka Electric Power Dept., of Seika Corporation April 2015 Director, Senior Executive Officer, Deputy General Manager of Sales Management Division (In-charge of Electric Power Generation) (present position) Principle Concurrent Post Director, Senior Executive Officer, Deputy General Manager of Sales Management Division of Seika Corporation Candidate has no special interest in Toa Reason for of director Toa nominated Mr. Masanori Takahashi as for an Outside Director since we judged that his appropriate advice can be expected to our management utilizing his sufficient business experience in the field of machinery business as well as his wide range of knowledge relating to electric power business for many years fostered in general trading firm. Matter of Principle Concurrent Post Mr. Masanori Takahashi is Director, Senior Executive Officer and Deputy 9
General Manager of Sales Management Division of Seika Corporation. Our has main business relationship between Seika Corporation. Attendance result of Directors Meeting for 16 th Business Term He attended 9 of 12 times of Directors Meeting for this fiscal year. 10
Name of Career summary, Position and Responsibility in (date of birth) our and principle Concurrent Positions 5 October 2000 Register of Lawyer October 2000 Joined Lawyer Office of Tadashi Mitsuhiro Arai Hamamoto October 2004 Joined Kikkawa Lawyer Office (April 18, 1970) April 2008 Partner of Kikkawa Lawyer Office 0 (present position) December 2014 Outside Director of Toa Valve Engineering Inc. (present position) Candidate has no special interest in Toa Reason for of outside director Toa nominated Mr. Mitsuhiro Hamamoto as for an Outside Director since Toa judged that although he has no experience of management of firm, his appropriate advice on our s management can be expected utilizing his experience and knowledge of lawyer and also his appropriate advice can be let to reinforcement of governance system. Agreement for Limitation of Liability Contract is entering into Agreement with him to limit his liability for damages as per Article 423.1 of the Companies Act in accordance with Article 32 of our s Articles of Incorporation and Article 427.1 of the Companies Act. The liability amount of damages in this contract is limited to minimum liability amount for damages provided in Article 425.1 of the Companies Act. When he is reappointed in this general meeting, is scheduled to make contract continuously. Candidate of Independent Director already registered him as an Independent Director based on the regulation of the Tokyo Stock Exchange. When he is reappointed in this general meeting, is scheduled to register him continuously to the Tokyo Stock Exchange as an Independent Director. Attendance result of Directors Meeting for 16 th Business Term He attended 8 of 8 times of Directors Meeting for this fiscal year since assuming office of Director in December 19, 2014 11
Name of Career summary, Position and Responsibility in our (date of and principle Concurrent Positions birth) 6 April 1983 Joined Toa Engineering Co., Ltd. December 2004 General Manager of Accounting Dept., Toa Valve engineering Inc. November 2007 Director, Toa Valve Overseas Pte. Akihiko Iida Ltd. (July 18, October 2008 Deputy General Manager of 700 1959) Administrative Headquarter, General Manager of Accounting New Dept., Chief of Corporate Planning Team July 2012 Executive Office, General Manager of Administrative Headquarter, Deputy General Manager of Seven Arrows Project (present position) December 2014 Director-President of Toa Service Co., Ltd. (present position) Principle Concurrent Position Director-President, Toa Service Co., Ltd. Director, Toa Valve Overseas Pte. Ltd. Candidate has no special interest in Toa Reason for of director Toa nominated Mr. Akihiko Iida as for Director since Toa judged that he has sufficient business experience and knowledge fostered in the field of Administrative department for many years and also he has appropriate personality as business manager of company. 12
Name of Career summary, Position and Responsibility in (date of birth) our and principle Concurrent Positions 7 April 1981 Joined Toa Engineering Co., Ltd. October 2008 General Manager of Valve Manufacturing Dept. and Chief of General Safety and Health Team, Masaaki Toa Valve Engineering Inc. Kakutani April 2011 Deputy General Manager of Valve 2,300 (January 15, Manufacturing Headquarter, 1959) General Manager of Valve Manufacturing Dept., Chief of New General Safety and Health Team July 2012 Executive Officer, General Manager of Valve Manufacturing Headquarter, In-charge of Steel Casting Division (present position) December 2015 Director, Toa Service Co., Ltd. (present position) Principle Concurrent Position Director, Toa Service Co., Ltd. Candidate has no special interest in Toa Reason for of director Toa nominated Mr. Masaaki Kakutani as for Director since Toa judged that he has wide knowledge and cross-sectional field of vision based on management supervision experience of maintenance section, valve manufacturing section and steel casting section which are our s main business and also he has nature that can contribute to our s sustained growth and improvement of medium-and-long term corporate value.. 13
Proposal No.4 Election of Two (2) Auditors The term of office of Mr. Mitsuo Tsutsumi will expire at the close of this Ordinary General Meeting of Shareholders and Mr. Hisayoshi Nagamori will resign as Auditor at the close of this Ordinary General Meeting of Shareholders. Accordingly, it is proposed that two (2) Auditors be elected In addition, Mr. Takashi Mannari, as of Auditor, will be appointed as substitute of Mr. Hisayoshi Nagamori who will resign Auditor at the close of this Ordinary General Meeting, thus his term of business is until getting through term of office of Mr Hisayoshi Nagamori in accordance with provision of Articles of Incorporation of our. The Board of Auditors has already approved this proposal. The s for Auditors are as follows : Name of Career summary, Position and Responsibility in (date of birth) our and principle Concurrent Positions April 1983 Joined Mitsubishi Corporation April 2002 Team Leader, Nuclear Power Team of Power Generation and Plant Dept. of Takashi Kansai Branch Mannari April 2006 Deputy General Manager, Power (October 18, Generation and Plant Dept. of 0 1959) Kansai Branch January 2007 Deputy General Manager, Power 1 New Generation and Plant Dept. of Outside Kansai Branch, General Manager of Wakasa Office Auditor October 2008 General Manager, Power Generation and Plant Dept. of Kansai Branch April 2011 President of Mitsubishi Espana S.A. April 2015 Administration Officer of Mitsubishi Corporation, Deputy General Manager of Kansai Branch, General Manager of Power Generation and Plant Dept. (present position) 14
Principle Concurrent Position Administration Officer of Mitsubishi Corporation, Deputy General Manager of Kansai Branch, General Manager of Power Generation and Plant Dept. Part-time service Director of Mitsubishi Corporation Power Systems Co., Ltd. Candidate has no special interest in Toa. Reason for of Outside Auditor Our nominated Mr. Takashi Mannari as for an Outside Auditor since Toa judged that his sufficient business experience and knowledge fostered in general trading firm can be made use of reinforcement of auditing system. Matter of Principle Concurrent Post Mr. Takashi Mannari is Administration Officer of Mitsubishi Corporation/Deputy General Manager of Kansai Branch,/General Manager of Power Generation and Plant Dept. and Part-time service Director of Mitsubishi Corporation Power Systems Co., Ltd. Our has main business relationship each between Mitsubishi Corporation and Mitsubishi Corporation Power Systems Co., Ltd. In addition, Mitsubishi Corporation and Mitsubishi Corporation Power Systems Co., Ltd are our specific companies concerned each. 15
Name of Career summary, Position and Responsibility in (date our and principle Concurrent of birth) Positions 2 April 1997 Joined Orix Corporation June 1998 Joined Saito Accounting Office September 2001 Joined Deloitte Tohmatsu Tax Yukako Co. 0 Ikukawa March 2003 Registered Certified Tax (April 20, 1974) Accountant October 2015 Head of Yukako Ikukawa Tax Accountant Office (present position) Principle Concurrent Position Head of Yukako Ikukawa Tax Accountant Office Candidate has no special interest in Toa. Reason for of Outside Auditor Toa nominated Ms. Yukako Ikukawa as for an Outside Director since Toa judged that although she has no experience of management of firm, her appropriate advice can be let to reinforcement of auditing system utilizing her experience and knowledge of tax accountant. Agreement for Limitation of Liability Contract When she is appointed as an Outside Auditor in this general meeting, will enter into Agreement with her to limit her liability for damages as per Article 423.1 of the Companies Act in accordance with Article 41 of our s Articles of Incorporation and Article 427.1 of the Companies Act. The liability amount of damages in this contract is limited to minimum liability amount for damages provided in Article 425.1 of the Companies Act. 16
Proposal No.5 Election of One (1) Substitute Outside Auditor In case of lack in the number of Auditors defined by laws and ordinances, it is proposed for filling of vacancy that one (1) Substitute Outside Auditor be elected. In addition, the effect of election can be cancelled by the resolution of the Board of Directors only before the assumption of office provided approval of the Board of Auditors. The Board of Auditors has already approved this proposal. The for Substitute Outside Auditor is as follows : Number Name of Career summary, Position and Responsibility in our of and Principle Concurrent Positions (date of company birth) 1 January 1986 Register of Judicial Scrivener Hiromi January 1986 Joined Suzuki Judicial Suzuki Scrivener Office (April 13, April 2005 Office Manager of Suzuki 1960) Judicial Scrivener (present position) Substitute Principle Concurrent Position Outside Judicial Scrivener of Suzuki Judicial Scrivener Office (Office Manager) Auditor Outside Auditor of Tsutenkakukanko Co., Ltd. Candidate has no special interest in Toa Reason for of Substitute Outside Director Toa nominated Mr. Hiromi Suzuki as for an Outside Auditor since we judged that although he has no experience of management of firm, his appropriate advice can be let to reinforcement of governance system utilizing his experience and knowledge of Judicial Scrivener. 0 17