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 11, 2020
To Shareholders with Voting Rights:
Takuo Otani
Representative Director& President
TOC Co., Ltd.
7-22-17 Nishi-Gotanda,
Shinagawa-ku, TokyoNOTICE OF
THE 54TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 54th Annual General Meeting of Shareholders (the “Meeting”) of TOC Co., Ltd. (the “Company”) will
be held as follows. Please note that, to prevent the coronavirus disease (COVID-19) infection, the procedureof the Meeting will be changed from previous years as described in the enclosed “Changes in the Procedure of
the General Meeting of Shareholders for Preventing the COVID-19 Infection” (in Japanese). Shareholders
attending the Meeting are kindly asked to confirm the procedure beforehand and carry out prior registration.
As many shareholders may gather at the Meeting, it has the risk of mass infection. To avoid the risk, theCompany recommends that shareholders refrain from attending the Meeting where possible, regardless of
their health condition, and exercise 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 either byindicating your approval or disapproval 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 Thursday, June 25, 2020.
1. Date and Time:

Friday, June 26, 2020 at 10:00 a.m. Japan time

2. Place:

TOC GOTANDA MESSE
6-6-19 Nishi-Gotanda, Shinagawa-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
54th Fiscal Year (April 1, 2019 - March 31, 2020) 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 54th Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1:
Election of Nine (9) Directors
Proposal No. 2:
Election of One (1) Substitute Corporate Auditor
Proposal No. 3:-1-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.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report,
Non-consolidated Financial Statements and Consolidated Financial Statements require revisions, the revised
versions will be posted on the Company’s website (https://www.toc.co.jp/toc/ir-new/ir/shareholders/).
The Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements areposted on the Company’s website (https://www.toc.co.jp/toc/ir-new/ir/shareholders/) pursuant to theprovisions of the laws and regulations and Article 17 of the Articles of Incorporation of the Company, and are
therefore not included in this Notice. In addition, the Consolidated Financial Statements and Non-consolidated
Financial Statements that are included in the documents attached to this Notice are a part of the Consolidated
Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor andCorporate Auditors for the purpose of preparing the accounting audit report and audit report (Japanese only).
Electronic Voting Platform
Institutional investors may use the Electronic Voting Platform operated by ICJ, Inc.

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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 54th 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: ¥478,643,395
Note: The annual dividend for the 54th fiscal year, including the interim dividend, is ¥10 per share.
(3) Date on which the dividend of surplus becomes effective
June 29, 2020-3-

Proposal No. 2: Election of Nine (9) Directors
The terms of office of all eight (8) Directors will expire at the conclusion of this Meeting. Accordingly,
the Company proposes adding one (1) Outside Director to strengthen the management supervisory function,and electing nine (9) Directors, including two (2) new Directors.
The candidates for Director are as follows.
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions)
June 1981
June 1983
June 1984
June 1987

1

2

Number ofshares of theCompany held

Director of Hotel New Otani Co., Ltd.
Managing Director of Hotel New Otani Co., Ltd.
Senior Managing Director of Hotel New Otani Co., Ltd.
Representative Director & Executive Vice President ofHotel New Otani Co., Ltd.
June 1993
Representative Director, President & CEO of Hotel New
Otani Co., Ltd. (current position)
June 1993
Director of the Company
June 1995
Representative Director & Chairman (current position)
Kazuhiko Otani
1,613,483(Significant concurrent positions)(July 8, 1946)
Representative Director, President & CEO of New Otani Co., Ltd.
Representative Director & Chairman of OTANI CORPORATION
Representative Director & Honorary Chairman of HRT NEW OTANI CO.,LTD.
Representative Director & Honorary Chairman of TO Linen Supply Co.,
Ltd.
Representative Director & Honorary Chairman of TOLCD Co., Ltd.
Representative Director & Chairman of OTANI KOGYO CO., LTD.
Mr. Kazuhiko Otani has abundant experience, past performance and insight gained overReasons for election many years as a manager, and has appropriately undertaken various management decisions
as a candidate for and other decision-making roles for the Company. Based on these considerations, theDirector
Company has judged that Mr. Otani’s election will contribute to the stable and sustainablegrowth of the Company, and proposes his continued election as Director.
July 1981
Joined Tokyo Wholesale Center Co., Ltd.
April 1987
General Manager of ROX Department of the Company
June 1988
Director and General Manager of ROX Department
December 1988 Director and General Manager of Fashion Building
Department
June 1990
Managing Director, in charge of Fashion Building
Department
June 1991
Senior Managing Director, in charge of Fashion Building
Department and Accounting Department
Takuo Otani
June 1993
Representative Director & President (current position)
329,569(June 11, 1953)(Significant concurrent positions)Representative Director & President of Hoshi Pharmaceutical Co., Ltd.
Representative Director & President of I-TINK Co., Ltd.
Representative Director & Chairman of TO Linen Supply Co., Ltd.
Representative Director & Chairman of TOC Supply Co., Ltd.
Representative Director & President of TOR Asset Investment Co., Ltd.
Representative Director & President of TOC Direction Co., Ltd.
Representative Director & Chairman of TOLCD Co., Ltd.
Chairman of the Board Directors of HOSHI UNIVERSITY
Mr. Takuo Otani has abundant experience, past performance and insight gained over many
Reasons for election years as a manager, and has appropriately undertaken various management decisions andas a candidate for other decision-making roles for the Company. Based on these considerations, theDirector
Company has judged that Mr. Otani’s election will contribute to the stable and sustainablegrowth of the Company, and proposes his continued election as Director.

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No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions)
April 1979
April 2004

Shoichi Kondo(June 5, 1956)
3

Reasons for election
as a candidate for
Director

Masahiko Ishida(August 11, 1959)
4

Reasons for election
as a candidate for
Director(New appointment)
5

Yasuhiro Matsumura(March 10, 1959)
Reasons for election
as a candidate for
Director(New appointment)

6

Shinobu Honjo(June 5, 1960)
Reasons for election
as a candidate for
Director

Number ofshares of theCompany held

Joined Tokyo Wholesale Center Co., Ltd.
Deputy General Manager of Building Facilities
Management Department of the Company
April 2006
General Manager of Building Facilities Management
Department and General Manager of Safety Management
Promotion Office
5,400
June 2014
Director, General Manager of Building Facilities
Management Department and in charge of Safety
Management Promotion Office (current position)(Significant concurrent positions)Representative Director & President of TOC Supply Co., Ltd.
Mr. Shoichi Kondo has abundant experience, past performance and insight in building
facilities management, and has appropriately undertaken various management decisions
and other decision-making roles for the Company. Based on these considerations, theCompany has judged that Mr. Kondo’s election will contribute to the stable andsustainable growth of the Company, and proposes his continued election as Director.
April 1983
Joined Japan Development Bank
March 2008
General Manager of Corporate Finance Department, GroupI of Development Bank of Japan
June 2011
General Manager of Business Strategy Department ofManagement Policy Office of Nankai Electric Railway
Co., Ltd.
3,000
April 2015
Executive Officer, in charge of Administration of theCompany
June 2015
Director, in charge of Administration (current position)(Significant concurrent positions)Representative Director & Vice President of Ohsaki Redevelopment
Building Co., Ltd.
Mr. Masahiko Ishida has abundant experience, past performance and insight at financial
institutions and industrial companies, and has appropriately undertaken various
management decisions and other decision-making roles for the Company. Based on these
considerations, the Company has judged that Mr. Ishida’s election will contribute to thestable and sustainable growth of the Company, and proposes his continued election as
Director.
April 1984
Joined the Company
July 2014
General Manager of TOC Department of Building Sales
Division
June 2018
Executive Officer and General Manager of TOC
6,100
Department of Building Sales Division
July 2019
Executive Officer and General Manager of TOC
Department and General Manager of Event Facilities
Department of Building Sales Division (current position)
Mr. Yasuhiro Matsumura has abundant experience, past performance and insight in sales.
Therefore, the Company has judged that Mr. Matsumura’s election will contribute to thestable and sustainable growth of the Company, and proposes his election as Director.
April 1984
Joined The Industrial Bank of JapanMay 2005
Deputy General Manager of Real Estate Finance
Department of Mizuho Corporate Bank, Ltd.
May 2011
General Manager of General Affairs Department of theCompany
June 2016
Executive Officer and General Manager of General Affairs
Department (current position)
Mr. Shinobu Honjo has abundant experience, past performance and insight mainly atfinancial institutions. Therefore, the Company has judged that Mr. Honjo’s election willcontribute to the stable and sustainable growth of the Company, and proposes his election
as Director.

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No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions)
March 1991

Number ofshares of theCompany held

Joined Sanyo Shiki Co., Ltd.
Director and General Manager of Administration
Department of Sanyo Shiki Co., Ltd.
August 2000
Representative Director and President of Sanyo Shiki Co.,
Hirofumi Inaba
10,000Ltd.
(April 2, 1959)
June 2006
Outside Director of the Company (current position)(Significant concurrent positions)
7
Representative Director & President of Sanyo Engineering Co., Ltd.
Mr. Hirofumi Inaba has served for many years as Representative Director & President of
Reasons for election Thank You Japan Co., Ltd. and Sanyo Engineering Co., Ltd., and based on his abundant
as a candidate for experience and extensive insight as a manager, the Company proposes his election as
Outside Director
Outside Director in the expectation that he will continue to oversee the management of theCompany.
July 1971
Joined Takenaka Corporation
April 1985
Joined Tokyo Artists Co., Ltd.
April 1986
Part-time lecturer at Department of Architecture, Facultyof Engineering of Tokyo University of Science
April 1991
Representative Director & President of ARS DESIGN
Genta Torisu
ASSOCIATES (current position)(October 6, 1947)
April 2005
Part-time lecturer at Department of Architecture, Facultyof Engineering of The University of Tokyo
8
June 2016
Outside Director of the Company (current position)(Significant concurrent positions)Representative Director & President of ARS DESIGN ASSOCIATES
Mr. Genta Torisu has been involved in architecture and design for many years, and based
Reasons for election on his abundant experience and extensive insight as an expert in these areas, the Company
as a candidate for proposes his election as Outside Director in the expectation that he will provide valuable
Outside Director
advice about the Company’s business and oversee the Company’s management from an
independent perspective.
April 1989
Asssociate Professor of School of Engineering of Tokyo
Institute of Technology
March 1994
Professor of School of Engineering of Tokyo Institute ofTechnology(New appointment) April 2000
Professor of Graduate School of Science and Engineeringof Tokyo Institute of Technology
April 2004
Chair of Department of Mechanical and Aerospace
Akio Suzumura
Engineering of Tokyo Institute of Technology(July 8, 1949)
9
April 2015
Professor Emeritus of Tokyo Institute of Technology(current position)
April 2019
Councilor of HOSHI UNIVERSITY (current position)
July 2019
Trustee of HOSHI UNIVERSITY (current position)
As Mr. Akio Suzumura has superior insight and extensive experience as an academic
Reasons for election
expert, the Company proposes his election as Outside Director in the expectation that heas a candidate forwill provide valuable advice about the Company’s business and oversee the Company’s
Outside Director
management from an independent perspective.
Notes: 1. The Company merged with Tokyo Wholesale Center Co., Ltd. on April 1, 1982 and changed its tradename to TOC Co., Ltd.
2. Hotel New Otani Co., Ltd. changed its trade name to New Otani Co., Ltd. on June 20, 2000 and
subsequently changed its trade name to New Otani Co., Ltd. (Japanese only) on June 25, 2012.
3. 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).
4. The Industrial Bank of Japan became Mizuho Corporate Bank, Ltd. on April 1, 2002 following acompany split as well as an integration and an organizational restructuring through merger, and later
became Mizuho Bank, Ltd. on July 1, 2013 through a merger.
5. There are no special interests between each candidate for Director and the Company other than the-6-business relationships between the candidates for Director who are representatives of the legal entities,
etc. below and the Company as follows.
• Hoshi Pharmaceutical Co., Ltd.: The Company has a business relationship with Hoshi PharmaceuticalCo., Ltd. that includes the lease of buildings and the sale of goods.
• TO Linen Supply Co., Ltd.: The Company has a business relationship with TO Linen Supply Co., Ltd.
that consists of the lease of land and buildings, consignment of building management operation, andtransactions in goods.
• TOC Supply Co., Ltd.: The Company has a business relationship with TOC Supply Co., Ltd. that
includes the lease of land and buildings, consignment of building management operation, andtransactions in building interiors and facility construction works.
• TOC Direction Co., Ltd.: The Company has a business relationship with TOC Direction Co., Ltd. thatconsists of the lease of land and buildings, consignment of building management operation and facility
management.
• TOLCD Co., Ltd.: The Company has a business relationship with TOLCD Co., Ltd. that includes thelease of land and buildings, consignment of building management operation, and the sale of goods.
• TOR Asset Investment Co., Ltd.: The Company has a business relationship with TOR Asset Investment
Co., Ltd. that consists of the lease of land and buildings and the consignment of building management
operation.
• I-TINK Co., Ltd.: The Company has a business relationship with I-TINK Co., Ltd. that consists of thelease of land and buildings and the sale of goods.
• New Otani Co., Ltd.: The Company has a business relationship with New Otani Co., Ltd. that includes
the sale of goods.
• HRT NEW OTANI CO., LTD.: The Company has a business relationship with HRT NEW OTANI CO.,LTD. that includes the lease of buildings and the sale of goods.
• OTANI KOGYO CO., LTD.: The Company has a business relationship with OTANI KOGYO CO.,LTD. that includes the lease of buildings and the sale of goods.
6. Messrs. Hirofumi Inaba, Genta Torisu, and Akio Suzumura are candidates for Outside Director. Messrs.
Hirofumi Inaba and Genta Torisu have been registered as Independent Officers prescribed under the rulesof Tokyo Stock Exchange, Inc. If they are elected as proposed, they will continue to serve as Independent
Officers. In addition, if Mr. Akio Suzumura is elected as proposed, the Company plans to newly designate
him as an Independent Officer.
7. Matters concerning candidates for Outside Director are as follows.
(1) Number of years since each candidate for Outside Director assumed office as Outside Director
The term of office of Mr. Hirofumi Inaba will be 14 years at the conclusion of this Meeting.
The term of office of Mr. Genta Torisu will be 4 years at the conclusion of this Meeting.
(2) Outline of limitation of liability agreement with candidates for Outside Director
The Company has entered into a limitation of liability agreement with Messrs. Hirofumi Inaba andGenta Torisu to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act,and the maximum amount of liability under this agreement is the amount prescribed by laws andregulations. If both Mr. Inaba and Mr. Torisu are reelected, the Company intends to continue the same
limitation of liability agreement with them. In addition, if the election of Mr. Akio Suzumura isapproved, the Company intends to enter into a similar limitation of liability agreement with him.
(3) Messrs. Hirofumi Inaba, Genta Torisu and Akio Suzumura have not been executives or officers of theCompany or its subsidiaries.
(4) Messrs. Hirofumi Inaba, Genta Torisu and Akio Suzumura are not the parent companies, etc. of theCompany and have not been the parent company, etc. of the Company in the past five years.
(5) Messrs. Hirofumi Inaba, Genta Torisu and Akio Suzumura are not an executives or officers of an entitythat has a special relationship with the Company and have not been an executive or officer of an entitythat has a special relationship with the Company in the past five years.
(6) Messrs. Hirofumi Inaba, Genta Torisu and Akio Suzumura have no plans to receive a large sum ofmoney or other property from the Company or from an entity that has a special relationship with theCompany, and have not received thereof in the past two years.
(7) Messrs. Hirofumi Inaba and Genta Torisu 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., the Company, or anentity that has a special relationship with the Company.
8. Career summary, positions and responsibilities in the Company, and significant concurrent positions are
current as of May 1, 2020.

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Proposal No. 3: Election of One (1) Substitute Corporate Auditor
To prepare for cases where the number of Corporate Auditors falls short of the requisite number
stipulated by laws and regulations, the election of one (1) Substitute Corporate Auditor is proposed. The
appointment of Mr. Yoshiyuki Minegishi, who is proposed to be elected as Substitute Corporate Auditor,
shall be contingent on the number of Corporate Auditors falling short of the requisite number stipulated bylaws and regulations, and his term of office shall terminate when the term of office of the retiring Corporate
Auditor expires. The resolution adopted at this Meeting shall remain in effect until the opening of the next
Annual General Meeting of Shareholders.
The Company has obtained the consent of the Board of Corporate Auditors concerning the submission ofthis Proposal.
The candidate for Substitute Corporate Auditor is as follows.
Name(Date of birth)

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

Yoshiyuki Minegishi(July 15, 1952)

April 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
October 2003 Auditor of the Japan Arts Council
June 2004
Outside Auditor of HIRAKAWA HEWTECH CORP.
April 2006
Auditor of Japan Highway Promotion Foundation
January 2012 Representative Partner of Yoshiyuki Minegishi
Accounting Office
December 2012 Representative Partner of Minegishi Partners Co., Ltd.
(current position)
October 2015 Member of Audit Committee of Nerima City

Number ofshares of theCompany held

Notes:
1. There are no special interests between Mr. Yoshiyuki Minegishi and the Company.
2. Mr. Yoshiyuki Minegishi is a candidate for Substitute Outside Corporate Auditor.
3. Reasons for electing Mr. Yoshiyuki Minegishi as a candidate for Substitute Outside Corporate Auditor,
independence as Outside Corporate Auditor, and limitation of liability agreement with Outside Corporate
Auditor(1) Reasons for election as a candidate for Substitute Outside Corporate Auditor and independence
The Company has elected Mr. Yoshiyuki Minegishi as a candidate for Substitute Outside Corporate
Auditor in the expectation that he will draw on his abundant experience, etc. as corporate auditor atmany different entities, in addition to his abundant knowledge and experience in tax and accounting
practices gained through his many years of service as a certified public accountant and certified tax
accountant of Japan, for the Company’s audit system.
(2) Limitation of liability agreement with Corporate Auditors
When Mr. Yoshiyuki Minegishi is appointed as Corporate Auditor, the Company intends to enter into alimitation of liability agreement with him to limit his liability for damages under Article 423, Paragraph
1 of the Companies Act to the minimum amount stipulated by laws and regulations, pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act and Article 38, Paragraph 2 of the Articles
of Incorporation of the Company.
4. Mr. Yoshiyuki Minegishi fulfills the requirements of an Independent Officer stipulated by Tokyo Stock
Exchange, Inc. If he is appointed as Outside Corporate Auditor, the Company intends to register him as an
Independent Officer to the exchange.

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