Toda : NOTICE OF CONVOCATION FOR THE 101ST 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 5, 2024 (Start of electronic provision of documents: May 29, 2024)

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 101ST 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 101st 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 Tuesday, June 25, 2024 (Japan Time).

1. Date and Time: 10 a.m., Wednesday, June 26, 2024 (Japan Time)

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

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

for the Company's 101st Fiscal Year (April 1, 2023-March 31, 2024)

2. Non-consolidated Financial Statements for the Company's 101st Fiscal Year (April 1, 2023-March 31, 2024)

Matters to be resolved:

Proposal No. 1 Appropriation of Surplus

Proposal No. 2 Election of Six (6) Directors

Proposal No. 3 Election of One (1) Audit & Supervisory Board Member

Proposal No. 4 Election of One (1) Substitute Audit & Supervisory Board Member

Proposal No. 5 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. Of the items to be provided electronically, the following items are not included in the documents to be delivered to shareholders who requested delivery of written documents in accordance with the provisions of laws and regulations and the Articles of Incorporation. The documents to be delivered to the shareholders who requested the delivery of the documents are part of the documents that were audited by Audit & Supervisory Board Members and the accounting auditor in preparing the audit report.
3. 1. "The Company's System and Policy" in the Business Report
   2. "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements
   3. "Notes to Non-Consolidated Financial Statements" of the Non-Consolidated Financial Statements
4. Any revisions to the matters subject to the measures for electronic provision will be posted on the above-listed websites.

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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 14 yen per share of common stock of the Company
   Total amount: 4,298,552,132 yen
   As a result, annual dividends per share for the fiscal year ended March 31, 2024 will be 28 yen, including the interim dividend of 14 yen.
3. Effective date of distribution of surplus June 27, 2024

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Proposal No. 2 Election of Six (6) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this Meeting. Accordingly, the Company proposes electing six (6) Directors (including three (3) 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	Toshihiko Itami	Candidate	Outside Director
Outside Director
		Independent
		Reelection
5	Kumi Arakane	Candidate	Outside Director
Outside Director
		Independent
		Reelection
6	Masahiro Muroi	Candidate	Outside Director
Outside Director
		Independent

Attendance at the Board

of Directors' meeting

100%

(18 out of 18 meetings)

100%

(18 out of 18 meetings)

100%

(18 out of 18 meetings)

100%

(18 out of 18 meetings)

100%

(18 out of 18 meetings)

100%

(18 out of 18 meetings)

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No.	Name		Career summary, positions, and responsibilities
			April 1978	Joined the Company
			April 1999	Manager, Architectural Construction Work Division, Tokyo
				Branch
			October 2001	General Manager, Keiji General Construction Sales Office,
				Osaka Branch
			April 2008	Corporate Officer and Vice Branch Manager, Osaka Branch
			August 2009	Executive Officer and Branch General Manager, Osaka
				Branch
			April 2013	Corporate Officer and Executive Vice President
1			June 2013	President and Representative Director
			President and Corporate Officer
			April 2021	Chairperson and Representative Director (to present)
			[Significant concurrent positions]
	Masanori Imai	Chairman, Japan Construction Occupational Safety and Health Association
	Vice Chairman, National General Contractors Association of Japan
			Executive Councilor, the Tokyo Chamber of Commerce and Industry
	Reelection Candidate
	(July 21, 1952)	Vice Chairperson, Ecofirst Council
	Co-Representative, Japan Climate Leaders' Partnership
			Outside Director, East Japan Construction Surety Co., Ltd.
			Chairperson, Toda Mirai Foundation

Number of

shares of the

Company held

25,500 shares

[Reasons for nomination as candidate for Director]

Mr. Masanori Imai, serving as President and Representative Director and Chairman and Representative Director, has played a leading role in increasing the Group's corporate value. He also engages in activities outside the Company to contribute to solving social challenges including environmental issues. The Company renominates him as a candidate for Director so that he will leverage his wealth of experience and broad insight, contributing to the sustainable growth of the Group through managerial supervision that gives consideration to all stakeholders and the strengthening of the decision-making function of the Board of Directors.

		April 1982	Joined the Company
		March 2009	General Manager, Architectural Construction Work
			Division, Tokyo Branch
		March 2013	Deputy General Manager, Tokyo Branch
		October 2016	Branch General Manager, Chiba Branch
		April 2017	Corporate Officer
		March 2018	Corporate Officer and Branch General Manager, Kanto
			Branch
2		March 2020	Corporate Officer in charge of Administration Group	26,800
	April 2020	Executive Officer
	shares
		June 2020	Director
		April 2021	President and Representative Director (to present)
			President and Corporate Officer (to present)
	Seisuke Otani
	Reelection Candidate
	(May 25, 1958)

[Reasons for nomination as candidate for Director]

Mr. Seisuke Otani has been responsible for the architectural construction work department over many years, accumulating a wealth of experience and achievements in the area of architectural construction. Furthermore, he has been making significant contributions to increasing the corporate value such as by overseeing large-scale construction projects. Since April 2021, he has been leading the Group management as President and Representative Director. The Company renominates him as a candidate for Director as he can be expected to contribute to forward-looking, medium- to long-term growth strategy and to improving the corporate value.

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No.		Name				Number of
			Career summary, positions, and responsibilities	shares of the
						Company held
				April 1982	Joined the Company
				March 2008	General Manager, Financial Division, Administration
					Group
				April 2015	Corporate Officer and General Manager, Financial
					Division, Administration Group
				March 2016	Corporate Officer in charge of Administration Group
				March 2021	Corporate Officer and Assistant General Manager,
					Management Administration Division	39,100
3				March 2022	Corporate Officer and Group General Manager, Corporate
				Administration Group and Senior Manager, Investment	shares
					Screening Division (to present)
				April 2022	Senior Executive Officer
		Toshihiro Yamazaki		June 2022	Director (to present)
			April 2023	Corporate Officer and Executive Vice President (to present)
		Reelection Candidate
		(July 10, 1958)

[Reasons for nomination as candidate for Director]

Mr. Toshihiro Yamazaki has been responsible for finance department over many years, accumulating a wealth of experience and achievements in all aspects of financial matters in relation to corporate management. He currently supervises the personnel, administration, safety, and ICT departments, etc. as Group General Manager of Corporate Administration Group and is engaged in promotion of many investment development projects and strategic business as Senior Manager of Investment Screening Division. The Company nominates him as a candidate for Director as it believes that he is suitable for executing further growth investment and to strengthen financial strategy.

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No.			Name			Career summary, positions, responsibilities	Number of
				shares of the
				and significant concurrent positions
								Company held
							April 1980	Appointed Public Prosecutor, Tokyo District Public
								Prosecutors Office
							April 2005	Director-General, Public Security Bureau, Tokyo District
								Public Prosecutors Office
							June 2010	Director, General Affairs Department, Supreme Public
								Prosecutors Office
							July 2012	Chief Prosecutor, Tokyo District Public Prosecutors Office
							July 2014	Deputy Prosecutor-General, Supreme Public Prosecutors
								Office
							December 2015	Superintending Prosecutor, Osaka High Public Prosecutors
4								Office	2,200
						November 2016	Registered as an Attorney at Law	shares
	Toshihiko Itami			Advisor, Nagashima Ohno & Tsunematsu (to present)
		March 2018	Audit & Supervisory Board Member, THE HOKKOKU
								SHIMBUN CO., LTD.
	Reelection Candidate		June 2018	Outside Director, Seven Bank, Ltd.
			Outside				June 2018	Director, the Company (to present)
							June 2020	Outside Director (Audit & Supervisory Committee
		Independent
					Member), JP-HOLDINGS, INC. (to present)
	(September 2, 1953)

[Reasons for nomination as candidate for Outside Director and expected roles]

Mr. Toshihiko Itami has served in prominent positions including Chief Prosecutor of Tokyo District Public Prosecutors Office, Deputy Prosecutor-General of Supreme Public Prosecutors Office and Superintending Prosecutor of Osaka High Public Prosecutors Office, before engaging in corporate governance, corporate crisis management and corporate compliance matters as an attorney at law, and possesses a wealth of experience and a high level of expertise. The Company renominates him as Outside Director as we expect that he will provide appropriate advice and proposals concerning the management of the Company from an objective standpoint independent of the management team involved in the execution of duties.

While he has never been involved in corporate management other than as an outside director/auditor, the Company believes that he can appropriately execute the duties of an Outside Director based on the above reasons.

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No.			Name			Career summary, positions, responsibilities	Number of
				shares of the
				and significant concurrent positions
								Company held
							April 1981	Joined KOBAYASHI KOSÉ COMPANY LIMITED
								(currently KOSÉ Corporation)
							March 2002	Senior Chief Researcher, R&D Headquarters Advanced
								Cosmetic Research Laboratories
							March 2004	General Manager, Product Development Dept., Marketing
								Headquarters
							March 2006	Executive Officer, Deputy Director-General of Marketing
								Headquarters and General Manager of Product
								Development Dept.
							March 2010	General Manager, R&D Laboratories
5							March 2011	General Manager, Quality Assurance Dept. (Marketing	4,500
							Supervisor-General)	shares
	Kumi Arakane		June 2011	Director (in charge of Quality Assurance Dept., Customer
			Service Center, Purchasing Dept., and Product Designing
								Dept.)
	Reelection Candidate		June 2017	Audit & Supervisory Board Member
							March 2019	Outside Audit & Supervisory Board Member, Kubota
			Outside
								Corporation
		Independent
				March 2020	External Director, Kagome Co., Ltd. (to present)
	(July 4, 1956)
		June 2020	Director, the Company (to present)
							March 2021	Outside Director, Kubota Corporation (to present)

[Reasons for nomination as candidate for Outside Director and expected roles]

Ms. Kumi Arakane has a wealth of experience and insight in corporate management, including being involved in the execution and supervision of management as a director and person in charge of corporate R&D, product development, and quality assurance as a Doctor of Pharmacology. The Company renominates her as Outside Director as we expect that she will provide to-the-point proposals and advice at the meetings of the Board of Directors from an objective standpoint independent of the management team involved in the execution of duties.

							April 1978	Joined the Nomura Computer Systems Co., Ltd.
							January 1988	The Nomura Research Institute, Ltd. and the Nomura
								Computer Systems Co., Ltd. Merge
							June 2000	Director and Group General Manager, Planning and
								Business Division, EC Knowledge Solution Division,
								Knowledge Solution Group
							April 2002	Director and Executive Officer, Senior Manager, e-Solution
								Division
							April 2008	Director and Senior Executive Officer, Senior Manager,
								Investigation & Creation Center, Headquarter Organization	2,200
6								management
							shares
							April 2013	Representative Director and Executive Vice President,
	Masahiro Muroi			Senior Management, Headquarter Organization Division,
			Quality and Innovative Production Division
							April 2015	Director, Vice Chairman & Chair, Board of Directors
	Reelection Candidate
							June 2016	Outside Director, RYODEN CORPORATION (scheduled
			Outside
							to retire in June 2024)
		Independent			June 2017	Outside Director, MARUI GROUP CO., LTD.
	(July 13, 1955)		June 2018	Auditor, The Norinchukin Bank (to present)
							June 2022	Director, the Company (to present)

[Reasons for nomination as candidate for Outside Director and expected roles]

Mr. Masahiro Muroi has served as Representative Director of a major private think tank, accumulating a wealth of experience in and insight into corporate management and high expertise in IT. The Company nominates him as Outside Director as we expect that he will provide effective advice that will help improve the efficiency of business operation while supervising the Company's overall management.

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Notes: 1. There is no special interest between any of the candidates and the Company.

1. The numbers of shares of the Company held are the numbers of shares substantially held, which include each candidate's shareholding in Toda Corporation Officers' Shareholding Association.
2. Mr. Toshihiko Itami, Ms. Kumi Arakane, and Mr. Masahiro Muroi are candidates for Outside Director. They are designated as candidates for independent directors as stipulated by the rules of the Tokyo Stock Exchange and notified thereof to the Exchange.
3. Mr. Toshihiko Itami, Ms. Kumi Arakane, and Mr. Masahiro Muroi currently serve as Outside Director of the Company. At the conclusion of this General Meeting of Shareholders, Mr. Toshihiko Itami will have served as Outside Director for six years, Ms. Kumi Arakane will have served as Outside Director for four years, and Mr. Masahiro Muroi will have served as Outside Director for two years.
4. Mr. Toshihiko Itami has served as Advisor of Nagashima Ohno & Tsunematsu. The amount of monetary compensation paid by the Company to the law firm in the fiscal year ended March 31, 2024 was less than 0.1% of the law firm's total income.
5. Although Ms. Kumi Arakane served as Executive Officer, Director, and Audit & Supervisory Board Member of KOSÉ Corporation until June 2019, she is not currently involved in the execution of KOSÉ Corporation's business. In addition, the amount of KOSÉ Corporation's construction transactions with the Company in the fiscal year ended March 31, 2024 was less than 0.1% of the Company's net sales.
6. Although Mr. Masahiro Muroi served as Member of the Board and Representative Director of The Nomura Research Institute, Ltd., he is not currently involved in the execution of The Nomura Research Institute, Ltd.'s business. The amount of The Nomura Research Institute, Ltd.'s construction transactions with the Company in the fiscal year ended March 31, 2024 was less than 0.1% of the Company's net sales.
7. To recruit talented people as Outside Directors of the Company, the Company stipulates in its Articles of Incorporation that it can enter into contracts with Outside Directors that limit the liability for damages to the Company to the minimum amount stipulated in laws and regulations. The Company has concluded this limited liability contract with Outside Director candidates, Mr. Toshihiko Itami, Ms. Kumi Arakane and Mr. Masahiro Muroi. The contracts will be retained if the reelection of the above three candidates is approved.
8. The Company has entered into a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers damages, litigation expense to be borne by the insured, in the event of a claim for damages caused by an act (including nonfeasance) in the course of their duties as directors and officers. However, the said insurance contract is not applicable to damages, etc. to directors and officers themselves who commit criminal acts or illegal acts deliberately, and measures are taken in order to prevent the impairment of the appropriateness of execution of duties by directors and officers. The insurance premiums are fully borne by the Company. The scope of the insured under the said insurance includes the directors, audit & supervisory board members, executive officers and managerial employees of the Company. If this proposal is approved as originally proposed, and candidates are reappointed, they will be insured under the said insurance contract. The Company plans to renew the said insurance contract with the same contents during their terms of office.
9. Ms. Kumi Arakane's name in the family register is Ms. Kumi Kameyama.

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Proposal No. 3 Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member, Ms. Junko Nishiyama, will expire at the conclusion of this Meeting. Accordingly, the Company proposes to elect one (1) Audit & Supervisory Board Member.

The candidate for Audit & Supervisory Board Member is as below. This Proposal has been approved by the Audit & Supervisory Board in advance.

									Number of
			Name		Career summary and positions	shares of the
				Company
									held
							April 1979	Joined Lion Fat & Oil Co., Ltd. (currently Lion Corporation)
							March 2006	Director, Finished Product Department, Purchasing Headquarters
							March 2007	Director, Finished Product Purchasing, Production Coordinating
								Department No.2, Production Headquarters
							January 2009	Director, Packaging Engineering Research Laboratories, Research
								& Development Headquarters
							January 2014	Director, CSR Promotion Department
							March 2015	Standing Corporate Auditor
							March 2019	Outside Director, Member of the Audit Committee, EBARA	0
								CORPORATION	share
							June 2019	Outside Director, JACCS CO., LTD.
	Junko Nishiyama	June 2020	Outside Audit & Supervisory Board Member, the Company (to
								present)
	Reelection Candidate
		March 2021	Outside Director, Member of the Compensation Committee,
							EBARA CORPORATION
			Outside
							March 2024	Outside Director, Member of the Audit Committee, EBARA
		Independent			CORPORATION (to present)
	(January 10, 1957)
	[Reasons for nomination as candidate for Audit & Supervisory Board Member]
	Ms. Junko Nishiyama has a wealth of experience and achievements in corporate management in general, including being
	responsible for R&D, environmental activities, and other activities at a major healthcare company, as well as being involved
	in auditing company-wide operations as a Standing Corporate Auditor. The Company renominates her as Outside Audit &
	Supervisory Board Member as she has audited the execution of duties by Directors in an objective and fair manner based
	on her wealth of experience and high level of insight.
	Notes: 1. There is no special interest between candidate Ms. Junko Nishiyama and the Company.

1. Ms. Junko Nishiyama is a candidate for Outside Audit & Supervisory Board Member. She is designated as a candidate for an independent Audit & Supervisory Board member as stipulated by the rules of the Tokyo Stock Exchange and notified thereof to the Exchange.
2. Ms. Junko Nishiyama currently serves as Full-time Audit & Supervisory Board Member (outside) of the Company. At the conclusion of this General Meeting of Shareholders, he will have served as Audit & Supervisory Board Member for four years.
3. Ms. Junko Nishiyama was with Lion Corporation until March 2019 and responsible for R&D, environmental activities, and other activities, as well as serving as Audit & Supervisory Board Member, but she is not currently involved in the execution of Lion Corporation's business. In addition, the amount of Lion Corporation's construction transactions with the Company in the fiscal year ended March 31, 2024 was less than 0.1% of the Company's net sales.
4. To recruit talented people as Audit & Supervisory Board Member of the Company, the Company stipulates in its

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