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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 8841)
June 8, 2023
To Shareholders with Voting Rights:
Takuo Otani
Representative Director& President
TOC Co., Ltd.
7-22-17 Nishi-Gotanda,
Shinagawa-ku, TokyoNOTICE OF
THE 57TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 57th Annual General Meeting of Shareholders (the “Meeting”) of TOC Co., Ltd. (the “Company”) will
be held as follows. The Company has adopted electronic provisioning measures for the convocation of thisgeneral meeting of shareholders, and has posted the matters for electronic provision on the following website.
Our website:
https://toc-ir.jp/toc/ir-new/assets/pdf/shareholders/57_kabu.pdf
In addition to the above, the information is also posted on the following website.
Tokyo Stock Exchange Website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, enter or search for our company name or stock exchange code, andselect “Basic Information” and “Documents for public inspection/PR information” in that order.
Other website:
https://d.sokai.jp/8841/teiji/
If you are not attending the Meeting, the Company recommends that you exercise your voting rights inwriting or via electromagnetic devices (the Internet, etc.) Please review the attached Reference Documents for
the General Meeting of Shareholders, and exercise your voting rights either by indicating your approval ordisapproval on the enclosed Voting Rights Exercise Form and returning it by post, or on the Electronic Voting
Platform (https://evote.tr.mufg.jp) designated by the Company, by 5:00 p.m. Japan time on Wednesday, June
28, 2023.

1. Date and Time:Thursday, June 29, 2023 at 10:00 a.m. Japan time

2. Place:

Special Hall on the 13th floor of TOC Building
7-22-17 Nishi-Gotanda, Shinagawa-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
57th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 57th Fiscal Year-1-

(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1:
Election of One (1) Director
Proposal No. 2:
Election of Three (3) Corporate Auditors
Proposal No. 3:
When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
If attending the meeting by proxy, the proxy must present to the receptionist at the meeting an item showing
authority to act as proxy together with the Voting Rights Exercise Form.
If no indication of approval or disapproval is made on the Voting Rights Exercise Form, it will be treated as
an indication of approval of the agenda.
The document we are sending also serves as the document describing the matters for electronic provision
based on request for delivery of the document. In accordance with laws and regulations and Article 17 of the
Articles of Incorporation of the Company, the following matters are excluded. Therefore, this document is apart of the documents audited by the Corporate Auditors and the Accounting Auditor in preparing the audit
report.
・Notes to Consolidated Financial Statements
・Notes to Non-consolidated Financial Statements
In the event of any modifications to the matters for electronic provision, the modifications will be posted on
the respective websites where they are posted.
Electronic Voting Platform
Institutional investors may use the Electronic Voting Platform operated by ICJ, Inc.

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Guidelines for Attending the Annual General Meeting of Shareholders
For the 57th Annual General Meeting of Shareholders (the “Meeting”) to be held on June 29, 2023, theCompany is taking the following measures.
1.

The Annual General Meeting of Shareholders is a place where shareholders gather for meeting, and it
is expected that elderly shareholders, who are at high risk of serious infection, will attend the Meeting.
If you are attending the Meeting in person, please cooperate on our measures, such as by using
alcoholic disinfectant and wearing a face mask. We would also like to ask all shareholders who plan toattend the Meeting to take care of their health and take all possible precautions before the day of the
Meeting.

2.

Please note that no gifts will be distributed to shareholders attending the Meeting. No drinks will beoffered, either. We appreciate your understanding in this matter.

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company’s basic policy with regard to the distribution of profits is to maintain stable and continuous
dividends comprehensively taking into account business results and payout ratio, etc. while considering
trends in business performance and keeping in mind internal reserves for future business development andthe strengthening of our management foundation.
Based on the policy above, it is proposed that year-end dividends for the 57th fiscal year be distributed asfollows taking into consideration the earnings situation and future business development.
(1) Type of dividend assets
Cash(2) Allocation of dividend assets to the shareholders and total amount of dividends
Amount per share of common stock: ¥5
Total dividends: ¥475,197,855
Note: The annual dividend for the 57th fiscal year, including the interim dividend, is ¥10 per share.
(3) Date on which the dividend of surplus becomes effective
June 30, 2023

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Proposal No. 2: Election of One (1) Director
The Company proposes to increase the number of Directors by one (1) for the purpose of strengthening
the supervisory function of the execution of business by Directors and increasing the diversity of the Boardof Directors. The term of office of the newly elected director will expire at the end of the term of office ofthe other Directors in office, in accordance with the Company’s Articles of Incorporation.
The candidate for Director is as follows.
Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Assistant of College of Industrial Technology, Nihon
University
Full-time Lecturer of College of Industrial Technology,
April 2010
Tomoe Komoriya
Nihon University(October 26, 1977)
Doctor of Engineering of College of Industrial Technology,
March 2013
Nihon University
Associate Professor of Engineering of College of Industrial
April 2017
Technology, Nihon University (current position)
The Company has decided to elect one new Outside Director to strengthen the supervisory
function of the execution of business by Directors, to further improve the transparency of
Reasons for election as a management, and to increase the diversity of the Board of Directors. Although she has
never been involved in corporate management other than as an Outside Director and being
candidate for Outside
Director and summary of an Outside Director she has specialized knowledge in environmental engineering and has
been involved in solving issues in collaboration with industry, academia, and government.
expected roles
Therefore, we believe that she will be able to utilize her knowledge and experience in the
management of the Company from an independent standpoint in addressing environmental
issues and promoting sustainability management going forward.
Notes: 1. There are no special interests between the candidate and the Company.
2. Ms. Tomoe Komoriya is a candidate for Outside Director. She fulfills the requirements of an Independent
Officer stipulated by Tokyo Stock Exchange, Inc. If she is appointed as Outside Director, the Company
intends to register her as an Independent Officer to the exchange.
3. The company has entered into a directors and officers liability insurance agreement with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act to cover any damages that may
result from the insured being liable for the performance of his or her duties or being subject to a claim forthe pursuit of such liability. If Ms. Tomoe Komoriya is elected, she will be insured under this insurance
agreement.
4. Matters concerning candidates for Outside Director are as follows.
(1) Limitation of liability agreement with Outside Director
When Ms. Tomoe Komoriya is appointed as Director, the Company intends to enter into a limitation of
liability agreement with her to limit her liability for damages under Article 423, Paragraph 1 of theCompanies Act to the minimum amount stipulated by laws and regulations, pursuant to the provisionsof Article 427, Paragraph 1 of the Companies Act and Article 38, Paragraph 2 of the Articles ofIncorporation of the Company.
(2) Ms. Tomoe Komoriya has not been an executive or officer of the Company or its subsidiaries.
(3) Ms. Tomoe Komoriya is not the parent company, etc. of the Company and has not been the parent
company, etc. of the Company in the past 10 years.
(4) Ms. Tomoe Komoriya is not an executive of an entity that has a special relationship with the Company
and has not been an executive or officer of an entity that has a special relationship with the Company inthe past 10 years.
(5) Ms. Tomoe Komoriya has no plans to receive a large sum of money or other property from theCompany or from an entity that has a special relationship with the Company, and has not received
thereof in the past two years.
(6) Ms. Tomoe Komoriya is not the spouse or relative to within the third degree or equivalent of an
executive or officer of the parent company of the Company, etc., the Company, or an entity that has a
special relationship with the Company.
5. Career summary, positions, responsibilities and significant concurrent positions are current as of May 1,
2023.
April 2005

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Proposal No. 3: Election of Three (3) Corporate Auditors
The terms of office of all three (3) Corporate Auditors will expire at the conclusion of this Meeting.
Accordingly, the Company proposes the election of three (3) Corporate Auditors.
The Company has obtained the consent of the Board of Corporate Auditors concerning the submission ofthis Proposal.
The candidates for Corporate Auditor are as follows.
No.

Name
(Date of birth)

Career summary and responsibilities in the Company(Significant concurrent positions)
April 1975
April 2002

1

2

Number of sharesof the Company
held

Joined Tokyo Wholesale Center Co., Ltd.
General Manager of Accounting Department of the
Hideo Yamaoka
Company(November 4,
19,800June 2015
Full-time Corporate Auditor (current position)
1952)
April 2019
Outside Auditor of New Otani Co., Ltd. (current
position)
Reasons for
Mr. Hideo Yamaoka has specialized knowledge and experience gained in the Company’s
election as aaccounting department. Therefore, the Company has judged that Mr. Yamaoka’s election
candidate forwill contribute to the stable and sustainable growth of the Company, and proposes his
Corporate Auditor continued election.
April 1982
Joined Japan Development Bank
June 2007
Director and General Manager of Investment Division of
New Business Investment Co., Ltd.
June 2010
General Manager of Investment Management Divisionof Development Bank of JapanMay 2011
General Manager of Business Planning Division of
Development Bank of Japan
July
2011
President& CEO of Hitachi Capital Securities Co., Ltd.
Hiroshi Sakamaki
October2011
President&
CEO of DBJ Securities Co., Ltd.
(September 14,
June
2017
Executive
Chairmanof DBJ Europe Limited
1959)
June 2021
Managing Director (Representative Director), Director
General and Executive Fellow of International Bureau,
The Japan Economic Research Institute (current
position)
June 2021
Outside Corporate Auditor of the Company (current
position)
April 2023
Auditor of The Okinawa Development FinanceCorporation (current position)
Reasons for
The Company proposes Mr. Hiroshi Sakamaki’s continued election as Outside Corporate
election as a
Auditor so that he can utilize his wealth of knowledge and experience gained through his
candidate forextensive work experience at financial institutions, as well as his involvement in
Outside Corporate management at several companies, in our auditing system from an independent standpoint.
Auditor

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No.

Name
(Date of birth)

Career summary and responsibilities in the Company(Significant concurrent positions)

Number of sharesof the Company
heldApril 1975
Joined Chuo Audit Firm
September 1980 Representative of Yoshiyuki Minegishi Tax Accountant
OfficeSeptember 1980 Representative of Minegishi Certified Public Accountant
OfficeDecember 1989 Corporate Auditor of CSK Corporation
October2003
Auditor of the Japan Arts Council
June 2004
Outside Auditor of HIRAKAWA HEWTECH CORP.
April 2006
Auditor of Japan Highway Promotion Foundation
Representative Partner of Yoshiyuki Minegishi(New appointment) January 2012
Accounting Office
Yoshiyuki
700
December 2012 Representative Partner of Minegishi Partners Co., Ltd.
Minegishi(July 15,(current position)
1952)
October 2015
Member of Audit Committee of Nerima City
3
July 2016
Council member of The Japanese Institute of Certified
Public Accountants
June 2019
Chairman of The Japanese Institute of Certified Public
Accountants Tokyo Chapter
July 2019
Deputy President of The Japanese Institute of Certified
Public Accountants
July 2022
Corporate Auditor of The Japanese Institute of Certified
Public Accountants (current position)
Reasons for
Mr. Yoshiyuki Minegishi has expert knowledge of finance and accounting as a certified tax
election as aaccountant, abundant experience and a high level of insight. Therefore, the Company has
candidate forjudged that he can provide useful advice and recommendations to further strengthen our
Outside Corporate auditing system from an independent standpoint, and proposes his election as Outside
AuditorCorporate Auditor.
Notes: 1. The Company merged with Tokyo Wholesale Center Co., Ltd. on April 1, 1982 and changed its tradename to TOC Co., Ltd.
2. Japan Development Bank (Nihon Kaihatsu Ginko) was dissolved on October 1, 1999 and succeeded to
Development Bank of Japan (Nihon Seisaku Toshi Ginko), which was subsequently dissolved on October
1, 2008 and established as Development Bank of Japan, Inc. (Kabushiki Kaisha Nihon Seisaku Toshi
Ginko).
3. There are no special interests between each candidate for Corporate Auditor and the Company.
4. The Company has entered into a directors and officers liability insurance agreement with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act to cover any damages that may
result from the insured being liable for the performance of his or her duties or being subject to a claim forthe pursuit of such liability. If the candidates are elected, they will be insured under this insurance
agreement. The Company plans to renew the insurance contract with the same details at maturity.
5. Mr. Hideo Yamaoka serves as Corporate Auditor at TO Linen Supply Co., Ltd., TOC Supply Co., Ltd.,
Hoshi Pharmaceutical Co., Ltd., I-TINK Co., Ltd., TOR Asset Investment Co., Ltd., TOLCD Co., Ltd.
and TOC Direction Co., Ltd, which are subsidiaries of the Company.
6. Messrs. Hiroshi Sakamaki and Yoshiyuki Minegishi are candidates for Outside Corporate Auditor. In
addition, Mr. Hiroshi Sakamaki is an Independent Officer in accordance with the regulations of Tokyo
Stock Exchange. The Company also intends to register Mr. Yoshiyuki Minegishi as an Independent
Officer to the exchange.
7. Matters concerning candidates for Outside Corporate Auditor are as follows.
(1) Number of years since each candidate for Outside Corporate Auditor assumed office as Outside
Corporate Auditor
The term of office of Mr. Hiroshi Sakamaki will be 2 years at the conclusion of this Meeting.
(2) Outline of limitation of liability agreement with Outside Corporate Auditors
The Company has entered into a limitation of liability agreement with all the Outside Corporate
Auditors to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act to theminimum amount stipulated by laws and regulations, pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act and Article 38, Paragraph 2 of the Articles of Incorporation of theCompany. If the election of the Outside Corporate Auditor is approved at the Meeting, the Company
plans to renew the agreement. If the election of Mr. Yoshiyuki Minegishi is approved, the Company-7-

intends to enter into a similar limitation of liability agreement with him.
(3) Messrs. Hiroshi Sakamaki and Yoshiyuki Minegishi have not been executives or officers of theCompany or its subsidiaries.
(4) Messrs. Hiroshi Sakamaki and Yoshiyuki Minegishi are not the parent companies, etc. of the Company
and have not been the parent company, etc. of the Company in the past 10 years.
(5) Messrs. Hiroshi Sakamaki and Yoshiyuki Minegishi are not an executive of an entity that has a special
relationship with the Company and have not been an executive or officer of an entity that has a special
relationship with the Company in the past 10 years.
(6) Messrs. Hiroshi Sakamaki and Yoshiyuki Minegishi have no plans to receive a large sum of money orother property from the Company or from an entity that has a special relationship with the Company,and have not received thereof in the past two years.
(7) Messrs. Hiroshi Sakamaki and Yoshiyuki Minegishi are not the spouses or relatives to within the third
degree or equivalent of an executive or officer of the parent company of the Company, etc., theCompany, or an entity that has a special relationship with the Company.
8. Career summary, positions, responsibilities and significant concurrent positions are current as of May 1,
2023.

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[Reference] Skill Matrix of the Board of Directors
The Board of Directors of the Company is to comprise talented persons who have a high degree ofknowledge and experience in each area relating to corporate management. The Company defines
especially important areas in corporate management as follows and expects each Director and Corporate
Auditor to fully demonstrate his or her abilities. The composition of the Board of Directors described
below has been prepared on the assumption that all proposals for the election of Director and the electionof Corporate Auditors at the Meeting are approved as originally proposed.

Representative
Director &Chairman
Representative
Director &President
Managing
Director
Managing
Director
Director

Overall

Sales &

Finance &Management

MarketingAccounting

Kazuhiko
Otani

〇

Takuo
Otani (〇)〇

Shoichi
Kondo
MasahikoIshidaYasuhiro
Matsumura
Hirofumi
Inaba (◎)
Genta
Torisu (〇)Tomoe
Komoriya

Director(Outside)
Director(Outside)
Director(Outside)
Full-time
Hideo
Corporate
Yamaoka
AuditorCorporate
Hiroshi
Auditor
Sakamaki(Outside)
Corporate
Yoshiyuki
Auditor
Minegishi(Outside)
Overall Management

〇

Legal
Affairs &Compliance

Property

Risk

Management

Management

〇

〇

〇

〇

Sustainability

〇
〇

〇

〇
〇
〇
〇

〇

〇

〇

〇

〇

〇

Experience as a manager (a director with the right of representation) at a corporation, etc. over a certain
size
Sales & Marketing
Experience as an officer in charge or general manager of a sales or marketing division or a senior
managerial position equivalent thereto or experience as a person responsible for related operations
Finance & Accounting
Experience as an officer in charge or general manager of a division relating to an accounting field or asenior managerial position equivalent thereto or experience as a person responsible for related operations
Legal Affairs & ComplianceExperience as an officer in charge or general manager of a division relating to legal affairs andcompliance or a senior managerial position equivalent thereto or experience as a person responsible forrelated operations
Property Management
Experience as an officer in charge or general manager of a property management division or a senior
managerial position equivalent thereto or experience as a person responsible for related operations
Risk Management
Experience as an officer in charge or general manager of a division relating to risk management or asenior managerial position equivalent thereto or experience as a person responsible for related operations
Sustainability
Experience as an officer in charge or general manager of a division relating to sustainability such as ESG
and CSR or a senior managerial position equivalent thereto or experience as a person responsible forrelated operations
Notes: 1. The areas of expertise of Directors and Corporate Auditors who comprise the Board of Directors are displayed as a matrix, andmajor skills held by and those expected from each of the Directors and Corporate Auditors are marked with a circle “〇”.
2. The members and the chair of the Nomination and Remuneration Committee are marked with a circle “〇” in parentheses and adouble circle “◎” in parentheses, respectively, in the name column.

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