Toda : NOTICE OF CONVOCATION FOR THE 100TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

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.

(Securities code: 1860) June 2, 2023 (Start of electronic provision of documents: May 31, 2023)

To Shareholders with Voting Rights:

Seisuke Otani

President and Representative Director

TODA CORPORATION

7-1 Kyobashi 1-chome,Chuo-ku,

Tokyo

NOTICE OF CONVOCATION FOR

THE 100TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued supports.

We are pleased to announce that the 100th Annual General Meeting of Shareholders of TODA CORPORATION (the "Company") will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures"). Matters subject to the electronic provision measures have been posted on the following website:

The Company's website:

https://www.toda.co.jp/english/investor_relations/general_meeting.php

In addition to the above website, those matters have also been posted on the following website:

The Tokyo Stock Exchange's website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do

(Please access the above website, perform a search by entering "TODA CORPORATION" for "Issue name (company name)" or "1860" for "Code", and then select "Basic information" and "Documents for public inspection/PR information" to review "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting]" in the "Filed information available for public inspection" section.)

You can exercise your voting rights in writing or by electromagnetic means (via the Internet, etc.). Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to measures for electronic provision, and exercise your voting rights by 5:30 p.m. on Wednesday, June 28, 2023 (Japan Time).

1. Date and Time: 10 a.m., Thursday, June 29, 2023 (Japan Time)

2. Place:	AP Tokyo Yaesu Dori, 7F, KPP Yaesu Building
	10-7 Kyobashi 1-chome,Chuo-ku, Tokyo
	1

Matters to be resolved: Proposal No. 1 Proposal No. 2 Proposal No. 3 Proposal No. 4 Proposal No. 5

3. Meeting Agenda:

Matters to be reported: 1. Business Report, Consolidated Financial Statements and results of audit thereof

for the Company's 100th Fiscal Year (April 1, 2022-March 31, 2023)

2. Non-consolidated Financial Statements for the Company's 100th Fiscal Year (April 1, 2022-March 31, 2023)

Appropriation of Surplus

Partial Amendments to the Articles of Incorporation

Election of Seven (7) Directors

Election of One (1) Audit & Supervisory Board Member

Partial Amendments to and Continuation of Policy Regarding a Large-Scale

Purchase of the Company's Shares and Other Securities (Takeover Defense

Measure)

Shareholder Proposal

Proposal No. 6 Acquisition of Treasury Stock

1. When attending the meeting, please submit the enclosed voting rights exercise form to the reception desk. Please also bring with you this Convocation Notice as a meeting material.
2. Any revisions to the matters subject to the measures for electronic provision will be posted on the above-listed websites.

2

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1 Appropriation of Surplus

The basic policy of the Company is to make profit returns in accordance with its performance and business environment, while assuring continuous, stable dividend payments to shareholders and in consideration of the amount of internal reserves essential for strengthening the competitiveness and financial strength of the Company. To make direct profit distribution and to achieve shareholder return through medium- to long-term share price increase, the Company has set target for DOE at 2.5% or more, while total return ratio is set at 40% or more. Under this policy, the Company proposes the appropriation of surplus as follows.

Matters concerning year-end dividends

1. Type of dividend property Cash
2. Matters concerning the allocation of dividend property to shareholders and the total amount thereof

1. 13.5 yen per share of common stock of the Company Total amount: 4,219,382,164 yen

   As a result, annual dividends per share for the fiscal year ended March 31, 2023 will be 27 yen, including the interim dividend of 13.5 yen.

2. Effective date of distribution of surplus June 30, 2023

3

Proposal No. 2 Partial Amendments to the Articles of Incorporation

1. Reasons for the Amendments
   The Company will make the following necessary amendments to Article 2 [Purpose] of the current Articles of Incorporation in preparation for the future expansion of the Company's business activities.
2. Details of the amendments

Details of the amendments are as follows.

			(Amended parts are underlined.)
Current Articles of Incorporation		Proposed amendments
Chapter I. General Provisions	Chapter I. General Provisions
Article 1.	(Omitted)	Article 1.	(Omitted)
Article 2.	Purpose	Article 2.	Purpose
The objectives of the Company shall be to engage	The objectives of the Company shall be to engage
in the following business activities in Japan and	in the following business activities in Japan and
overseas:	overseas:
(1)-(17)	(Omitted)	(1)-(17)	(Omitted)
(Newly established)	(18) Investment advisory and agency business
		pursuant to the Financial Instruments and
		Exchange Act.
(18) Any and all other activities ancillary to the	(19)Any and all other activities ancillary to the
above.		above.

4

Proposal No. 3 Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this Meeting. Accordingly, the Company proposes electing seven (7) Directors (including four (4) Outside Directors).

No.	Name		Positions and responsibilities
	at the Company
1	Masanori Imai	Reelection	Chairperson and Representative
Candidate	Director
			President and Representative
2	Seisuke Otani	Reelection	Director
Candidate	President and Corporate
			Officer
			Executive Vice President
		Reelection	Group General Manager,
3	Toshihiro Yamazaki	Corporate Administration Group
Candidate
		Senior Manager, Investment
			Screening Division
		Reelection
4	Shunsuke Amiya	Candidate	Outside Director
Outside Director
		Independent
		Reelection
5	Toshihiko Itami	Candidate	Outside Director
Outside Director
		Independent
		Reelection
6	Kumi Arakane	Candidate	Outside Director
Outside Director
		Independent
		Reelection
7	Masahiro Muroi	Candidate	Outside Director
Outside Director
		Independent

Attendance at the Board

of Directors' meeting

100%

(17 out of 17 meetings)

100%

(17 out of 17 meetings)

100%

(13 out of 13 meetings)

100%

(17 out of 17 meetings)

100%

(17 out of 17 meetings)

100%

(17 out of 17 meetings)

100%

(13 out of 13 meetings)

5