東京エネシス（1945） – Notice of the 75th 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. Securities Code: 1945 June 13, 2022 To our shareholders: Tsutomu Kumagai President TOKYO ENERGY & SYSTEMS INC. 1-3-1 Nihonbashi Kayabacho, Chuo-ku, Tokyo Notice of the 75th Annual General Meeting of Shareholders We are pleased to announce the 75th Annual General Meeting of Shareholders of TOKYO ENERGY & SYSTEMS INC. (the “Company”), which will be held as indicated below. Apart from attending the meeting on the day, you can exercise your voting rights in one of the methods listed below. We request that you review the following Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than 5:30 p.m. on June 28, 2022 (Tuesday). [Exercising your voting rights in writing (by postal mail)] Indicate your approval or disapproval for each of the proposals on the enclosed Voting Rights Exercise Form and return it to arrive by the deadline noted above. [Exercising your voting rights via the internet] Please review the “Guide to Exercising Voting Rights” (in Japanese only) and enter your approval or disapproval for each of the proposals by the deadline noted above. 1. Date and time: Wednesday, June 29, 2022 at 10:00 a.m. (JST) 2. Venue: Banquet hall “Opal 17” on 17th floor of Main Tower, Shinagawa Prince Hotel 4-10-30 Takanawa, Minato-ku, Tokyo 3. Purposes of the Meeting: Items to be reported: 1. The Business Report and the Consolidated Financial Statements for the 75th fiscal year (from April 1, 2021 to March 31, 2022), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee. 2. The Non-Consolidated Financial Statements for the 75th fiscal year (from April 1, 2021 to March 31, 2022) Items to be resolved: Proposal No. 1: Proposal No. 2: Proposal No. 3: Appropriation of Surplus Amendment to the Articles of Incorporation Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) – When attending the meeting in person on the day, you are kindly requested to submit the enclosed Voting Rights Exercise Form to the reception desk at the venue – Any modifications to the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated Financial Statements and Consolidated Financial Statements shall be posted on the Company’s website (http://www.qtes.co.jp/) – 1 – Reference Documents for the General Meeting of Shareholders Proposals and Reference Information Appropriation of Surplus Proposal No. 1: The Company takes a medium to long-term perspective with a basic policy to maintain stable dividends and pays dividends after comprehensive consideration of matters such as performance, the state of internal reserves and preparations for future business developments. In respect of the year-end dividend for the fiscal year under review, the Company has decided from the perspective of the above policy and to focus on return of profits to our shareholders to pay an ordinary dividend of ¥15 per share. Therefore, the dividend for the fiscal year under review, including the interim dividend, shall be ¥30 per share. Matters concerning the year-end dividend (1) Type of dividend property Cash (2) Allotment of dividend property to shareholders and their aggregate amount ¥15 per common share of the Company Total amount of dividends: ¥513,523,380 (3) Effective date of distribution of dividends of surplus June 30, 2022 – 2 – Proposal No. 2: Amendment to the Articles of Incorporation 1. Reasons for the proposal Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to amend its Articles of Incorporations to prepare for the introduction of a system of electronic provision of reference documents for the general meeting of shareholders. (1) Article 17 of the proposed amendment will stipulate that the Company shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. and establish the provision to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. (2) Since the provisions for Internet disclosure and deemed provision of reference documents for shareholders’ meeting (Article 17 of the current Articles of Incorporation) will no longer be required, they will be deleted. (3) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions regarding the effective date, etc. will be established. 2. Details of amendments Details of amendments are as follows: Current Articles of Incorporation Proposed Amendments (Underlines indicate amendments.) (Internet disclosure and deemed provision of reference documents for shareholders’ meeting) Article 17: By disclosing information relating to all (Deleted) matters that shall be described or stated in any reference document for the shareholders’ meeting, business report, financial statement and consolidated financial statement upon convening a shareholders’ meeting by utilizing the Internet in accordance as provided for in the ordinance of the Ministry of Justice, the Company may be deemed to have provided such information to the shareholders. (Newly established) (Measures, etc. for providing information in electronic format) Article 17: When the Company convenes a shareholders’ meeting, it shall take measures for providing information that constitutes the content of reference documents for the shareholders’ meeting in electronic format. Among items for which the measures for providing information in electronic format will be taken, the Company shall not be required to state all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. Revised on June 29, 2021 – 3 – Current Articles of Incorporation Proposed Amendments Supplementary Provisions (Newly established) Supplementary Provisions (Transitional measures for providing informational materials for shareholders’ meeting in electronic format) 1 The deletion of Article 17 (Internet disclosure and deemed provision of reference documents for shareholders’ meeting) in the pre-amended Articles of Incorporation and the establishment of the new Article 17 (Measures, etc. for providing information in electronic format) in the amended Articles of Incorporation shall be effective from September 1, 2022, which is the date of enforcement of the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Date of Enforcement”). 2 Notwithstanding the provisions of the preceding 3 paragraph, Article 17 of the pre-amended Articles of Incorporation shall remain effective regarding any shareholders’ meeting held on a date within six months from the Date of Enforcement. These Supplementary Provisions on measures for providing information in electronic format shall be deleted on the date when six months have elapsed from the Date of Enforcement or three months have elapsed from the date of the shareholders’ meeting in the preceding paragraph, whichever is later. Revised on June 29, 2022 – 4 – Proposal No. 3: Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) The terms of office of all ten Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, in order to clearly separate the supervisory and executive functions of the Board of Directors and to facilitate flexible decision-making, the Company proposes to reduce the number of Directors by three and to elect seven Directors (excluding Directors who are Audit and Supervisory Committee Members). The candidates for Directors (excluding Directors who are Audit and Supervisory Committee members) are as follows. No. Name Current position in the Company 1 Reelection Toshiaki Majima 2 Reelection Soichiro Horikawa Senior Vice President and Chief Operating Officer Executive General Manager of Corporate Planning Division Director and Managing Executive Officer Acting Executive General Manager of Electric Power Division, General Manager of Electric Power Sales Department 3 Reelection Shinsuke Unno Director and Managing Executive Officer 4 Reelection Hitoshi Tanaka 5 Reelection Makoto Sugimachi 6 Reelection Shigeru Nishiyama 7 New election Sonoe Hasegawa Outside Independent Director Outside Independent Director Outside Independent Director Outside Independent – – 5 – No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned Toshiaki Majima (October 20, 1963) Reelection 1 Apr. 1988 July 2011 July 2014 July 2016 June 2017 Apr. 2019 June 2019 Oct. 2020 June 2021 Joined Tokyo Electric Power Co., Inc. General Manager of Narita Service Center, Chiba Branch Office Technology Integration Dept., Head Office (in charge of Technological Innovations) Business Management Office, Corporate Planning Unit Group (in charge of Technology and Operational Innovation Promotion) Executive Managing Director of TEPCO Fuel & Power, Incorporated Associate Director of Tokyo Electric Power Company Holdings, Incorporated Senior Vice President and Chief Operating Officer in charge of New Business Development of the Company Senior Vice President, Chief Operating Officer and Executive General Manager of Corporate Planning Division Senior Vice President, Chief Operating Officer and Executive General Manager of Corporate Planning Division (current position) 10,600 shares As Senior Vice President and Chief Operating Officer and Executive General Manager of Corporate Planning Division, Mr. Toshiaki Majima has been involved in the company’s management policy and strategy planning, and has accelerated efforts to expand new business areas under his strong leadership. The Company believes that he will be able to play a leading role as President in driving further growth and development of the Company’s group to enhance its corporate value. Accordingly, the Company asks shareholders to elect Mr. Majima so that he may continue in the role of Director. – 6 – No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned Soichiro Horikawa (December 16, 1963) Reelection 8,700 shares Jan. 1989 Feb. 2017 June 2018 June 2019 Apr. 2020 Oct. 2020 June 2021 Joined the Company Executive Officer, General Manager of Renewable Energy Project Department, Energy and Industry Division, and General Manager of International Department Senior Executive Officer, Deputy Executive General Manager of Energy and Industry Division (in charge of Architecture), General Manager of Project I Department, General Manager of International Department and Deputy Executive General Manager of Sales Division Director and Managing Executive Officer, Deputy Executive General Manager of Energy and Industry Division (in charge of Architecture), General Manager of International Department and Deputy Executive General Manager of Sales Division Director and President of Tokyo Enesys (Thailand) Co., Ltd. Director and Managing Executive Officer, Acting Executive General Manager of Electric Power Division, General Manager of Electric Power Sales Department, and General Manager of Overseas Division of the Company Director and Managing Executive Officer, Acting Executive General Manager of Electric Power Division, General Manager of Electric Power Sales Department (current position) Mr. Soichiro Horikawa has abundant experience and knowledge of construction work for renewable energy, thermal power generation facilities and overseas construction work, and a character appropriate to assume the management of the Company. Based on these achievements, the Company believes that Mr. Horikawa will be able to appropriately perform his duties as a Director. Accordingly, the Company asks shareholders to elect Mr. Horikawa so that he may continue in the role of Director. Shinsuke Unno (February 11, 1960) Reelection Apr. 1985 July 2012 June 2014 June 2017 June 2018 June 2019 June 2020 Joined Tokyo Electric Power Co., Inc. General Manager of Sagamihara Service Center, Kanagawa Branch Office General Manager of Secretariat Department Auditor of Tokyo Power Technology Ltd. Senior Executive Officer in charge of Personnel & Organizational Reform of the Company Managing Executive Officer in charge of Personnel & Organizational Reform Director and Managing Executive Officer (current position) 4,400 shares Mr. Shinsuke Unno has a wealth of experience and expertise in general affairs and accounting over many years, and a character appropriate to assume the management of the Company. Based on these achievements, the Company believes that Mr. Unno will be able to appropriately perform his duties as a Director. Accordingly, the Company asks shareholders to elect Mr. Unno so that he may continue in the role of Director. – 7 – 2 3 4 5 No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Hitoshi Tanaka (July 28, 1950) Reelection Outside Independent Apr. 1976 Apr. 1976 Oct. 2003 June 2014 Registered as an attorney-at law Joined Naritomi Sogo Law Office (currently Marunouchi Minami Law Office) Representative (current position) Outside Director of the Company (current position) Attorney at law (Marunouchi Minami Law Office) Outside Director (Audit and Supervisory Committee Member) of SUMCO CORPORATION Number of the Company’s shares owned 2,700 shares Although Mr. Hitoshi Tanaka has no direct experience of being involved in corporate management, he brings abundant experience and knowledge as a lawyer. Consequently, Mr. Tanaka has fulfilled his role in supervising business execution from an objective and professional perspective based on his experience and knowledge. Based on these achievements, the Company believes that Mr. Tanaka will be able to appropriately perform his duties as an Outside Director. Accordingly, the Company asks shareholders to elect Mr. Tanaka so that he may continue in the role of Outside Director. Mr. Tanaka’s term of office as an Outside Director of the Company will be eight years at the conclusion of this General Meeting of Shareholders. Apr. 1980 June 2007 July 2009 June 2010 June 2011 Apr. 2014 Apr. 2015 Apr. 2016 June 2016 June 2020 Joined Tokio Marine Fire Insurance Co., Ltd. (currently Tokio Marine & Nichido Fire Insurance Co., Ltd.) General Manager of Yokohama Chuo Branch Administrative Officer and General Manager of Nagoya Sales Department III Executive Officer Managing Executive Officer Managing Director Managing Executive Officer Senior Managing Executive Officer Director and President of Japan Earthquake Reinsurance Co., Ltd. Outside Director of the Company (current position) Makoto Sugimachi (August 14, 1956) Reelection Outside Independent 0 shares Outside Director (Audit and Supervisory Committee Member) of ipet Insurance Co., Ltd. Outside Director (Audit and Supervisory Committee Member) of ipet Holdings, Inc. Mr. Makoto Sugimachi has a wealth of experience and expertise as an officer of a general insurance company, and based on this experience and expertise he has fulfilled the role of supervising the execution of business from an objective and professional perspective. Based on these achievements, the Company believes that Mr. Sugimachi will be able to appropriately perform his duties as an Outside Director. Accordingly, the Company asks shareholders to elect Mr. Sugimachi so that he may continue in the role of Outside Director. Mr. Sugimachi’s term of office as an Outside Director of the Company will be two years at the conclusion of this General Meeting of Shareholders. – 8 – No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned Shigeru Nishiyama (October 27, 1961) Reelection Outside Independent Apr. 1984 Mar. 1987 Apr. 2002 Apr. 2006 June 2021 Joined Sanwa & Co. (currently Deloitte Touche Tohmatsu LLC) Registered as a certified public accountant (Japan) Associate Professor, Waseda Business School Professor, Waseda Business School (current position) Outside Director of the Company (current position) Professor, Waseda Business School Outside Director (Audit and Supervisory Committee Member), UNIPRES CORPORATION Outside Director (Audit Committee Member, Remuneration Committee Member), Macromill, Inc. External Audit & Supervisory Board Member, Marubeni Corporation Mr. Shigeru Nishiyama has expertise, experience and knowledge in accounting and finance, as well as a wealth of experience in outside officer and other roles at various companies. Thus, the Company believes that he will fulfill the role of supervising the execution of business from an objective and professional perspective based on such knowledge and experience. Accordingly, the Company asks shareholders to elect Mr. Nishiyama so that he may continue in the role of Outside Director. Mr. Nishiyama’s term of office as an Outside Director of the Company will be one year at the conclusion of this General Meeting of Shareholders. Sonoe Hasegawa (July 11, 1967) New election Outside Independent Oct. 1995 Oct. 1996 Oct. 1997 July 2000 Dec. 2005 Nov. 2009 Joined Shinohara Accounting Office Joined Sanwa Research Institute Corporation (Currently Mitsubishi UFJ Research and Consulting Co., Ltd.) Joined Chuo Audit Corporation Registered as a certified public accountant (Japan) Joined AZSA & Co. (Currently KPMG AZSA LLC) Representative of Hasegawa Certified Public Accountant and Tax Accountant Office (current position) Registered as a tax accountant Sept. 2010 Certified Public Accountant, Certified Public Tax Accountant (Hasegawa Certified Public Accountant and Tax Accountant Office) 600 shares 0 shares 6 7 Although Ms. Sonoe Hasegawa has no direct experience of being involved in corporate management, she has a high level of expertise, experience and knowledge in accounting and finance, and the Company believes that she will fulfill a supervisory role over business execution from an objective and professional perspective based on such knowledge and experience. Accordingly, the Company asks shareholders to elect Ms. Hasegawa so that she be newly appointed as Outside Director. (Notes) 1. Mr. Makoto Sugimachi, candidate for Outside Director, was an executive officer of our business partner, Tokio Marine & Nichido Fire Insurance Co., Ltd. until June 2016. The value of transactions with that company for the fiscal year ended March 31, 2022 was less than 1% of consolidated net sales. 2. There are no special interests between the candidates and the Company. 3. Mr. Hitoshi Tanaka, Mr. Makoto Sugimachi, Mr. Shigeru Nishiyama, and Ms. Sonoe Hasegawa are candidates for Outside Director. – 9 – 4. Mr. Hitoshi Tanaka, Mr. Makoto Sugimachi, and Mr. Shigeru Nishiyama are registered as independent directors in accordance with the regulations of Tokyo Stock Exchange, Inc. If the election of these candidates is approved, they will continue to serve as independent directors. In addition, Ms. Sonoe Hasegawa satisfies the requirements to serve as an independent director as stipulated by the Tokyo Stock Exchange, Inc. and, if appointed, will be reported as an independent director. 5. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreements with Mr. Hitoshi Tanaka, Mr. Makoto Sugimachi, and Mr. Shigeru Nishiyama to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act. Under these agreements, the maximum amount of liability for damages is the minimum total liability provided for under laws and regulations. If the election of the three candidates is approved, the Company plans to continue the said agreements with them. In addition, if the election of Ms. Sonoe Hasegawa is approved, the Company plans to enter into a similar agreement to limit her liability for damages as a Director. 6. The Company has entered into a liability insurance contract with an insurance company for directors and corporate officers as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The aforementioned insurance agreement covers the insured directors’ and corporate officers’ damages against claims for damages arising from the execution of their duties (excluding compensation for damages arising from acts committed with the knowledge that such acts violate laws and regulations). All candidates will be included as insured persons in the aforementioned insurance agreement. In addition, the Company intends to renew the agreement with the same details at the time of the next renewal. – 10 – (Reference) Board of Directors after the proposal is approved at the General Meeting of Shareholders Name Title Corporate Management Financial Accounting Sales Marketing Legal Affairs Risk Management Sustainability Toshiaki Majima Soichiro Horikawa Shinsuke Unno President and Chief Executive Officer Director Managing Executive Officer Director Managing Executive Officer Hitoshi Tanaka Outside Director Makoto Sugimachi Outside Director Shigeru Nishiyama Outside Director Sonoe Hasegawa Outside Director Director Full-time Audit and Supervisory Committee Member Outside Director Full-time Audit and Supervisory Committee Member Outside Director Audit and Supervisory Committee Member Outside Director Audit and Supervisory Committee Member Shinji Shiina Yoshiaki Inagaki Teruoki Ninomiya Hidefumi Mori 〇 〇 〇 〇 Skill Construction Technology Safety and Quality 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 – 11 –