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 other damages arising from the translation.
(Securities Code 6330)
Date of issuance: June 3, 2026 Electronic provision of information starts on: June 1, 2026
Eiji Hosoi
President & Chief Executive Officer Toyo Engineering Corporation
1-1 Nakase, Mihama-ku, Chiba-shi, Chiba
NOTICE OF CONVOCATION OFTHE 71stANNUAL GENERAL MEETING OF SHAREHOLDERSDear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 71stAnnual General Meeting of Shareholders of Toyo Engineering Corporation (the “Company”). The meeting will be held as described below.
In convening the 71stAnnual General Meeting of Shareholders, the Company has adopted measures for electronic provision of the information included in the Reference Documents for the General Meeting of Shareholders, etc. (items subject to electronic provision measures). To review the information, please access either of the following websites:
No | Website Name and URL | How to access |
1 | The Company's website https://www.toyo-eng.com/jp/en/ | To review the information, please select "Investor Relations" displayed on the Home, then select "Shareholders Information" |
2 | Listed Company Search (Tokyo Stock Exchange (TSE) website) https://www2.jpx.co.jp/tseHpFront/JJK020010Action .do?Show=Show | Please access the TSE website, and search by “Issue name” (TOYO ENGINEERING CORPORATION) or “Code” (6330), select “Basic information” and then “Documents for public inspection/PR information” to review filed information. |
3 | General Meeting of Shareholders Portal https://www.soukai-portal.net | Please read the QR code on the enclosed Voting Rights Exercise Form or enter your ID and initial password. |
If you are unable to attend 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 by 5:30 p.m. on Wednesday, June 24, 2026, Japan Standard Time (JST).
- Date and Time: Thursday, June 25, 2026, at 10:00 a.m. (JST)
- Place: Hotel Green Tower Makuhari, “Royal Crescent”
Fourth floor, Hotel Green Tower Makuhari, 2-10-3, Hibino, Mihama-ku, Chiba-shi, Chiba (Please note that the venue is different from that of the previous meeting.)
- Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s 71stFiscal Year (April 1, 2025‒March 31, 2026) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 71stFiscal Year (April 1, 2025‒March 31, 2026)
Proposals to be resolved:Proposal No. 1: Reduction of Capital Reserve and Appropriation of Surplus Proposal No. 2: Partial Amendments to the Articles of Incorporation Proposal No. 3: Election of 8 Directors
Proposal No. 4: Election of 2 Audit & Supervisory Board Members
- Matters Decided for the Convocation of the Meeting:
Among the items to be provided in electronic provision, the following matters are not included in the written documents delivered to shareholders who have requested delivery of written documents, in accordance with the laws and regulations and the Company’s Articles of Incorporation. It is to be noted that the Audit & Supervisory Board Members and the Accounting Auditor have audited the documents to be audited, including the following items:
① From the Business Report
“Systems to ensure appropriate execution of the Director’s duties in conformity with the laws and regulations and the articles of incorporation, and other systems to ensure appropriate business operations”
② From the non-consolidated financial statements “Notes to the non-consolidated financial statements”
③ From the consolidated financial statements “Notes to the consolidated financial statements”
④ From the auditor’s report
“Accounting Auditor’s report on the consolidated financial statements” “Accounting Auditor’s report on the non-consolidated financial statements” “Audit report of the Audit and Supervisory Board”
If no approval or disapproval is expressed for the respective proposals in the returned voting form, it will be
treated as an approval vote.
In the event that voting rights are exercised both in writing and via the Internet, etc., the vote via the Internet, etc., shall be deemed valid.
In the event that voting rights are exercised multiple times via the Internet, etc., the most recent vote shall be deemed valid.
- Guide for Exercising Voting Rights:
Please exercise your voting rights through one of the following methods.
(1) Attending the meeting: | When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. Please bring this notice with you as reference material for the meeting. |
(2) In writing: | Please indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it to arrive no later than 5:30 p.m. on Wednesday, June 24, 2026 (JST). |
(3) Via the Internet, etc.: | Access the website for exercising voting rights specified by the Company (https://www.soukai-portal.net or https://www.web54.net), follow the instructions on the screen and enter your vote for or against the proposals using the “Code for the Exercise of Voting Rights” and the “Password” printed on the enclosed Voting Rights Exercise Form no later than 5:30 p.m. on Wednesday, June 24, 2026 (JST). Institutional investors may use the “Electronic Voting Platform” operated by ICJ, Inc., as an electromagnetic method for exercising voting rights for this General Meeting of Shareholders of the Company. |
(4) With smartphone or other devices: | Read the QR code printed on the Voting Rights Exercise Form using your smartphone or other devices and access the website. Tap the "議決権行使へ" button on the top screen of the General Meeting of Shareholders Portal, enter your vote for or against the proposals by following the on-screen instructions no later than 5:30 p.m. on Wednesday, June 24, 2026 (JST). |
Notes:
If you want to change your votes after exercising your voting rights, you will need to scan the QR code again and enter the “Voting Rights Exercise Code and Password” printed on the Voting Rights Exercise Form.
If revisions to the measures for providing information in electronic provision are made, a notice of the revisions and details of the matters before and after the revisions will be posted on the Company’s website (https://www.toyo-eng.com/jp/en/), the TSE website and the General Meeting of Shareholders Portal.
Reasons for Reduction of Capital Reserve and Appropriation of Surplus
For the purpose of improving financial soundness and achieving an early resumption of dividends, the Company hereby proposes to reduce its capital reserve pursuant to the provisions of Article 448, Paragraph 1 of the Companies Act. The entire amount of the reduced capital reserve will be transferred to other capital surplus, and such other capital surplus after the increase will be transferred to retained earnings carried forward to cover the deficit pursuant to the provisions of Article 452 of the Companies Act.
Details of Reduction of Capital Reserve
The details of the amount, method and effective date of reduction of capital reserve are as follows.
Amount of capital reserve to be reduced
The entire amount of capital reserve, totaling JPY 4,549,744,713, will be reduced to zero.
Method of reduction of capital reserve
The reduced amount of JPY 4,549,744,713 will be transferred to other capital surplus.
Effective date of reduction of capital reserve June 26, 2026
Details of Appropriation of Surplus
The Company will transfer the amount of other capital surplus transferred from the capital reserve based on the transaction shown in 2. above to retained earnings carried forward, thereby offsetting a part of the retained loss carried forward.
Item and amount of surplus to be reduced
Other capital surplus JPY 4,549,744,713
Item and amount of surplus to be increased
Retained earnings carried forward JPY 4,549,744,713
Effective date of appropriation of surplus June 26, 2026
Reasons for the Amendments
Deletion of provisions concerning Class A Preferred Shares
As the Company has acquired and cancelled all outstanding Class A Preferred Shares by April 30, 2026, it proposes to delete the provisions relating to Class A Preferred Shares from the Articles of Incorporation and to make the necessary conforming amendments.
Amendments to provisions concerning eligibility for appointment of the President and matters relating to Executive Officers To allow the President to be appointed not only from among the Directors but also from among the Executive Officers, and to further clarify the appointment procedures and the roles of Executive Officers, the Articles of Incorporation will be amended as follows.
① To enhance the flexibility of the Company’s management system, Article 23 will be amended so that the President may be appointed not only from among the Directors but also from among the Executive Officers.
② The Company has introduced an executive officer system to ensure prompt and effective business execution. In order to further clarify, within the Articles of Incorporation, the appointment procedures and the roles of Executive Officers, a new Article 29 concerning Executive Officers will be established.
③ In connection with the amendments in item ① above, Articles 15 and 24 will be amended with respect to the convener and the chairperson of the General Meeting of Shareholders and meetings of the Board of Directors.
④ In line with the above amendments, the Articles will be renumbered accordingly.
Details of the Amendments
The details of the amendments are as follows.
(Amendments are underlined)
Current Articles of Incorporation | Proposed Amendments |
(Total Number of Issuable Shares and Total Number of Class Shares Authorized to Be Issued) Article 6(2) The total number of class shares authorized to be issued by the Company shall be, for each class of shares, as follows: Common shares 100,000,000 shares Class A preferred shares 25,000,000 shares CHAPTER Ⅱ.Ⅱ Class A preferred shares (Dividends of surplus) Article 12.2 When the Company pays dividends of surplus to shareholders holding common shares (hereinafter referred to as “common shareholders”) and registered pledgees of common shares (hereinafter referred to as “registered common pledgees”), the Company shall pay dividends to shareholders holding class A preferred shares (hereinafter referred to as “class A shareholders”) and registered pledgees of class A preferred shares (hereinafter referred to as “registered class A preferred pledgees”) stated or recorded in the final register of shareholders on the record date for the said dividends of surplus, in the same amount per share as dividends per common share and at the same priority level as dividends of surplus, to common shareholders and registered common pledgees. (Distribution of residual assets) Article 12.3 (1) Preferred distribution amount If the Company distributes residual assets, it shall pay ¥740 per class A preferred share (to be appropriately adjusted upon share consolidation or split, allotment of shares without contribution, or any other similar event with regard to class A preferred shares) to class A preferred shareholders and registered class A pledgees prior to common shareholders and registered common pledgees. (2) Non-participation clause | (Total Number of Issuable Shares) Article 6 |
Current Articles of Incorporation | Proposed Amendments |
Residual assets shall not be distributed to class A preferred shareholders and registered class A pledgees other than as specified above. (Voting right) Article 12.4 Class A preferred shareholders shall not have a voting right at the General Meeting of Shareholders. (Share consolidation, split and allotment of shares without contribution) Article 12.5 (1) Share split, consolidation If the Company splits or consolidates its shares, it shall split or consolidate each of common shares and class A preferred shares at the same time and ratio. (2) Allotment of shares without contribution If the Company performs an allotment of shares without contribution, it shall allocate each of common shares and class A preferred shares without contribution at the same time and ratio. (Put options, the consideration for which is common shares) Article 12.6 A Class A preferred shareholder may request the Company to acquire the whole or a part of class A preferred shares they possess in exchange for the delivery of common shares at any time to the extent as permitted by laws and regulations. The Company shall deliver one common share to the requesting class A preferred shareholder in exchange for the acquisition of one class A preferred share pertaining to the acquisition request. (Convocation of General Meeting of Shareholders and Chairperson) Article 15 President of the Company shall convene a General Meeting of Shareholders, and act as chairperson of General Meetings of Shareholders. (2) In case President of the Company is preventing from so acting, one of other Directors present shall act in his place according to the order previously determined by a resolution of the Board of Directors. (General meeting of class shareholders) Article 19.2 Provisions from Article 13 through Article 19 shall apply mutatis mutandis to general meetings of class shareholders. (Directors with Special Titles and Representative Directors) Article 23 The Board of Directors shall by a resolution designate one Chairman and one President. (2) The Board of Directors shall by a resolution select more than one Representative Director. (3) President shall govern the execution of the business of the Company under resolution of the Board of Directors. Directors shall assist President and, if President is unable to act, another Director shall act in his place in the order of priority previously determined by a resolution of the Board of Directors. | (Convocation of General Meeting of Shareholders and Chairperson) Article 15 Except as otherwise provided in laws, a Director appointed by the Board of Directors in advance shall act as chairperson of General Meetings of Shareholders. (2) In case the Director referred to in the preceding paragraph is preventing from so acting, one of other Directors present shall act in his place according to the order previously determined by a resolution of the Board of Directors. (Directors with Special Titles and Representative Directors) Article 23 The Board of Directors shall by a resolution designate one Chairman from among the Directors.
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