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 7, 2019
To Shareholders with Voting Rights:
Takuo Otani
Representative Director& President
TOC Co., Ltd.
7-22-17 Nishi-Gotanda,
Shinagawa-ku, TokyoNOTICE OF
THE 53RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 53rd Annual General Meeting of Shareholders of TOC Co., Ltd. (the“Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet, etc.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights.

1. Date and Time:Thursday, June 27, 2019 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
53rd Fiscal Year (April 1, 2018 - March 31, 2019) and results of audits by
the Accounting Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 53rd Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1:
Election of Three (3) Corporate Auditors
Proposal No. 2:
Election of One (1) Substitute Corporate Auditor
Proposal No. 3:
Determination of Remuneration for Granting Shares with Restriction on
Proposal No. 4:
Transfer, to Directors (Excluding Outside Directors) of the Company
Abolishment of Retirement Benefit Plan and Final Payment of Retirement
Proposal No. 5:
Benefits to Directors (Excluding Outside Directors) and Corporate Auditors in
OfficePayment of Condolence Money to Late Director Mr. Kazuo Iwai
Proposal No. 6:-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 53rd 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: ¥4.50
Total dividends: ¥ 436,139,285
Note: The annual dividend for the 53rd fiscal year, including the interim dividend, is ¥9 per share.
(3) Date on which the dividend of surplus becomes effective
June 28, 2019-3-

Proposal No. 2: 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 election of three (3) Corporate Auditors is proposed.
The Company has obtained the consent of the Board of Corporate Auditors concerning this Proposal.
The candidates for Corporate Auditor are as follows.
No.

Name
(Date of birth)

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

Number ofshares of theCompany held

Joined Tokyo Wholesale Center Co., Ltd.
General Manager of Accounting Department of the
Hideo Yamaoka
Company
1
19,800(November 4, 1952)
June 2015
Full-time Corporate Auditor (current position)
April 2019
Outside Auditor of New Otani Co., Ltd. (current position)
April 1970
Joined New Otani Co., Ltd.
September 1995 General Manager of Accounting Department of New Otani
Co., Ltd.
Shuji Nagatani
2,050
2(July 25, 1947)
June 2002
General Manager of Group Finance Department of New
Otani Co., Ltd.
June 2004
Corporate Auditor of the Company (current position)
April 1970
Joined Development Bank of Japan
June 1999
Head of Research Institute of Capital Formation of
Development Bank of Japan
June 2000
Managing Director of Tokyo City Development Co., Ltd.
June 2007
Representative Senior Managing Director of Tokyo City
Development Co., Ltd.
Yutaka Iikura
5,000
3 (September 3, 1947) June 2009
Representative Director and President of New City Heat
Supply Co., Ltd.
June 2010
Corporate Auditor of the Company (current position)
July 2010
Representative Director and President of Institute of
Educational Environment
February 2015 Representative of Institute of Economy and Area (current
position)
Notes:
1. The Company merged with Tokyo Wholesale Center Co., Ltd. on April 1, 1982 and changed its trade nameto 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. Development Bank of Japan (Nihon Kaihatsu Ginko) was dissolved on October 1, 1999 and succeeded to
Nihon Seisaku Toshi Ginko, which was subsequently dissolved on October 1, 2008 and established as
Kabushiki Kaisha Nihon Seisaku Toshi Ginko.
4. There are no special interests between each candidate for Corporate Auditor and the Company.
5. Messrs. Shuji Nagatani and Yutaka Iikura are candidates for Outside Corporate Auditor.
6. 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.
7. Mr. Shuji Nagatani serves as Corporate Auditor at TO Linen Supply Co., Ltd., Hoshi Pharmaceutical Co.,
Ltd. and TOLCD Co., Ltd., which are subsidiaries of the Company.
8. Reasons for election of the candidates for Outside Corporate Auditor, independence as Outside Corporate
Auditors and limitation of liability agreement with Outside Corporate Auditors(1) Reasons for election and independence of Outside Corporate Auditors
 The Company has elected Mr. Shuji Nagatani as a candidate for Outside Corporate Auditor in the
expectation that he will draw on his professional knowledge and experience, etc. gained through his
career at the accounting department of New Otani Co., Ltd. for the Company’s audit system. His termof office as Outside Corporate Auditor of the Company will be 15 years at the conclusion of thisMeeting.
 The Company has elected Mr. Yutaka Iikura as a candidate for Outside Corporate Auditor in the
expectation that he will draw on his abundant knowledge and experience, etc. gained through his direct
involvement in corporate management in addition to his career experience at several entities for the

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(2)

Company’s audit system. His term of office as Outside Corporate Auditor of the Company will be 9
years at the conclusion of this Meeting.
Limitation of liability agreement with Corporate Auditors
The Company has entered into a limitation of liability agreement with all the Company’s Outside
Corporate Auditors to limit their liabilities 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. If the election of Outside Corporate Auditors is approved at thisMeeting, the Company intends to renew the said agreement.

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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)

Number ofshares of theCompany held

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

600

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.

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Proposal No. 4: Determination of Remuneration for Granting Shares with Restriction on Transfer, toDirectors (Excluding Outside Directors) of the Company
At the 31st Annual General Meeting of Shareholders held on June 27, 1997, it was approved that theamount of remuneration, etc. for Directors of the Company shall not exceed ¥200 million per year
(excluding the amount of employee salaries for Directors who concurrently serve as employees).
With the aim of providing incentives to Directors of the Company (excluding Outside Directors; the“Eligible Directors”) to sustainably enhance the Company’s corporate value while promoting further
value-sharing between Directors and shareholders, the Company proposes to provide remuneration to the
Eligible Directors for granting shares with restriction on transfer, in addition to the remuneration mentioned
above.
Pursuant to this Proposal, remuneration provided to the Eligible Directors for granting shares withrestriction on transfer shall be monetary receivables (the “Monetary Remuneration Receivables”) and thetotal amount shall not exceed ¥50 million per year, which is deemed reasonable in light of theaforementioned purpose. The specific timing of provision and allocation to each of the Eligible Directors
shall be determined by the Board of Directors.
It is proposed that the remuneration amount mentioned above shall not include the amount of employee
salaries for Directors who concurrently serve as employees. Currently, the Company has eight (8) Directors(including two (2) Outside Directors).
Pursuant to the resolution by the Board of Directors of the Company, the Eligible Directors shall pay inall the Monetary Remuneration Receivables to be provided under this Proposal as a contribution in kind, in
exchange of the issuance or disposal of common stock of the Company. The total number of common
stocks of the Company to be issued or disposed of shall not exceed 75,000 shares per year. (However, if
stock split (including the gratis allotment of common stock of the Company) or reverse stock split ofcommon stock of the Company is implemented with an effective date falling on or after the date of approvalof this Proposal, such total number shares shall, as necessary, be adjusted on or after the said effective dateto the extent reasonable in accordance with the ratio of stock split or reverse stock split.)
The amount to be paid in per share shall be determined in reference to the closing price for the common
stock of the Company on the Tokyo Stock Exchange on the business day immediately prior to each date ofresolution by the Board of Directors (if no transaction is executed on such date, the closing price on theimmediately preceding transaction day). With respect to the issuance or disposal of common stock of theCompany under this Proposal, the Company shall enter into an agreement on allotment of shares withrestriction on transfer (the “Allotment Agreement”) with the Eligible Directors including the following
items.
(1) Transfer Restriction Period
During a period determined in advance by the Board of Directors of the Company of 30 to 50 years
from the date of allotment under the Allotment Agreement (the “Transfer Restriction Period”), theEligible Directors shall not dispose of the common stock of the Company allotted by the Company
under the Allotment Agreement (the “Allotted Shares”), in any manner including transfer andestablishment of a security interest (the “Transfer Restriction”).
(2) Treatment at the time of retirement
In the event that the Eligible Directors retire from their positions determined in advance by theCompany’s Board of Directors prior to the expiration of the Transfer Restriction Period, theCompany shall naturally acquire the Allotted Shares without contribution, unless such retirement isdue to expiration of the term, death or other grounds deemed justifiable by the Company’s Board of
Directors.
(3) Lifting of Transfer Restriction
Notwithstanding the provisions of (1) above, the Company shall lift the Transfer Restriction for allof the Allotted Shares at the expiration of the Transfer Restriction Period, on the condition that the
Eligible Directors have continuously remained in their positions determined in advance by the
Board of Directors during the Transfer Restriction Period. However, in the event that the Eligible
Directors retire from their positions as defined under (2) above prior to the expiration of theTransfer Restriction Period due to the expiration of the term, death or other justifiable reasons as
defined under (2) above, the number of the Allotted Shares for which the Transfer Restriction islifted and the timing of such lifting shall be reasonably adjusted as necessary. Furthermore, theCompany shall naturally acquire without contribution the Allotted Shares for which the Transfer
Restriction has not been lifted immediately after the Transfer Restriction is lifted pursuant to theprovisions above.

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(4) Treatment in the event of organizational reform, etc.
Notwithstanding the provisions of (1) above, in the event that approval is given for mattersconcerning merger agreements under which the Company becomes the disappearing company,
share exchange agreements under which the Company become a wholly-owned subsidiary, sharetransfer plans, or other types of organizational reform at the General Meeting of Shareholders of theCompany (or at a meeting of the Board of Directors of the Company in the case where an approvalby the General Meeting of Shareholders is not required for implementing such reform, etc.), theCompany shall, by a resolution of the Board of Directors of the Company, prior to the day on whichsuch organizational reform, etc. takes effect, lift the Transfer Restriction for the number of the
Allotted Shares reasonably determined by taking into account the period from the commencement
date of the Transfer Restriction Period to the day on which such organizational reform, etc. isapproved. In the cases prescribed above, the Company shall naturally acquire without contribution
the Allotted Shares for which the Transfer Restriction has not been lifted immediately after theTransfer Restriction is lifted.
(5) Other matters
Other matters concerning the Allotment Agreement shall be determined by the Board of Directorsof the Company.

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Proposal No. 5: Abolishment of Retirement Benefit Plan and Final Payment of Retirement Benefits to
Directors (Excluding Outside Directors) and Corporate Auditors in Office
As a part of revision of the remuneration structure for officers, the Company proposes to abolish theretirement benefit plan for officers at the conclusion of this Meeting.
Of all Directors of the Company currently in office, the Company proposes to provide a final payment of
retirement benefits to six (6) Directors (excluding Outside Directors) and two (2) Corporate Auditors whowill remain in office after this Meeting to reward services rendered up to the conclusion of this Meeting.
For the Directors and Corporate Auditor Mr. Hideo Yamaoka, the final payment shall cover their term ofoffice up to the conclusion of this Meeting, and for Outside Corporate Auditor Mr. Shuji Nagatani, his termof office as full-time Corporate Auditor. In accordance with a certain standard set forth by the Company, thefinal payment of retirement benefit for Directors shall be in the amount not exceeding ¥330 million in total,
and that for Corporate Auditors at an amount not exceeding ¥20 million in total, and shall be made after theretirement of each Director and Corporate Auditor.
The specific amount and payment method, etc. shall be determined through discussions by the Board of
Directors for such payment for Directors, and discussions by the Board of Corporate Auditors for suchpayment for Corporate Auditors.
The career summary of Directors and Corporate Auditors who are eligible to receive the final payment is
as follow.
Name
Kazuhiko Otani

Takuo Otani

Yoshinori Matsuzaki

Masao Ohashi

Career summary
June 1993
Director of the Company
June 1995
Representative Director & Chairman (current position)
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 andAccounting Department
June 1993
Representative Director & President (current position)
June 2000
Director and General Manager of TOC Building Department
July 2001
Director, General Manager of TOC Building Department and Responsible
for Agent Service OfficeFebruary 2005 Director, General Manager of TOC Department and Responsible forAgent Service Office
March 2009
Director, General Manager of TOC Department, in charge of TOC
Minato Mirai Tenant Sales Department, and Responsible for Agent
Service Office
December 2009 Director, General Manager of TOC Department and Responsible forAgent Service Office
June 2012
Director and General Manager of TOC Department
July 2018
Director, in charge of TOC Department
April 2019
Director, in charge of Building Sales Division (current position)
June 2000
Director and General Manager of Corporate Planning Office
October 2005 Director, General Manager of Corporate Planning Office and General
Manager of Commercial Facilities Department
February 2009 Director, General Manager of Corporate Planning Office and Responsible
for Commercial Facilities Department
March 2009
Director, General Manager of Corporate Planning Office, in charge of
TOC Minato Mirai Tenant Sales Department and Responsible forCommercial Facilities Department
October 2009 Director, General Manager of Corporate Planning Office and in charge of
TOC Minato Mirai Tenant Sales Department
December 2009 Director and General Manager of Corporate Planning Office (current
position)

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Name
Shoichi Kondo
Masahiko Ishida
Hideo Yamaoka
Shuji Nagatani

June 2014
June 2015
June 2015
June 2004
June 2015

Career summary
Director, General Manager of Building Facilities Management
Department and in charge of Safety Management Promotion Office(current position)
Director, in charge of Administration (current position)
Full-time Corporate Auditor (current position)
Full-time Corporate Auditor
Resigned from full-time Corporate Auditor
Corporate Auditor (current position)

Proposal No. 6: Payment of Condolence Money to Late Director Mr. Kazuo Iwai
Director Mr. Kazuo Iwai passed away on January 13, 2019. He had committed to contribute to the growthof the Company over 16 years from June 2002 as Director. In order to reward his service during his term ofoffice, the Company proposes to provide condolence money not exceeding ¥32 million in total, in
accordance with the Company’s internal regulations in lieu of benefits for his service in life. The specificamount, timing and method of such payment shall be determined by the Board of Directors.
The career summary of late Director Mr. Kazuo Iwai is as follows.
Name
Career summary
June 2002
Director and General Manager of Event Facilities Department
Kazuo Iwai
January 2019 Passed away

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