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 6, 2024
To Shareholders with Voting Rights:
Takuo Otani
Representative Director& President
TOC Co., Ltd.
7-22-17 Nishi-Gotanda,
Shinagawa-ku, TokyoNOTICE OF
THE 58TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 58th 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://www.toc.co.jp/toc/ir-new/ir/shareholders/
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
26, 2024.

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1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time

2. Place:

WEST GOLD 20 HALL 201 of TOC ARIAKE West Tower
3-5-7 Ariake, Koto-ku, Tokyo(The location for this year’s Annual General Meeting of Shareholders haschanged from last year. Please refer to the map provided on the final page fordirections to the new venue.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
58th Fiscal Year (April 1, 2023 - March 31, 2024) 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 58th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Nine (9) Directors
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 the Articles ofIncorporation of the Company, the following matters are excluded. Therefore, this document is a part 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.
Please note that no gifts will be distributed to shareholders attending the Meeting. No drinks will be offered,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 58th 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: ¥468,146,410
Note: The annual dividend for the 58th fiscal year, including the interim dividend, is ¥10 per share.
(3) Date on which the dividend of surplus becomes effective
June 28, 2024

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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. Therefore, theCompany proposes the election of nine (9) Directors, with the inclusion of an extra Director to strengthen
its management framework.
The candidates for Directors 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

Number of sharesof the Company
heldDirector 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)
Kazuhiko Otani
June 1993
Director of the Company(July 8, 1946)
June 1995
Representative Director & Chairman (current position)
1,638,583(Significant concurrent positions)[Male]
Representative Director, President & CEO of New Otani Co., Ltd.
[Re-election]
Representative Director & Chairman of OTANI CORPORATION
1
Representative Director & Honorary Chairman of HRT NEW OTANICO., 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
Takuo Otani
Department
and Accounting Department(June 11, 1953)
June 1993
Representative Director & President (current position)
359,261(Significant concurrent positions)[Male]
Representative Director & President of Hoshi Pharmaceutical Co., Ltd.
[Re-election]
2
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

Number of sharesof the Company
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
Shoichi Kondo
Promotion Office(June 5, 1956)
June 2014
Director, General Manager of Building Facilities
18,700Management Department and in charge of Safety[Male]
Management Promotion Office[Re-election]
June 2020
Managing Director, General Manager of Building
3
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
Reasons for election facilities management, 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. 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,Group I of Development Bank of Japan
June 2011
General Manager of Business Strategy Department ofManagement Policy Office of Nankai Electric Railway
Masahiko IshidaCo., Ltd.
(August 11, 1959)
April 2015
Executive Officer, in charge of Administration of the
16,300Company[Male]
June 2015
Director, in charge of Administration[Re-election]
June 2020
Managing Director, in charge of Administration (current
4
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
Reasons for election
management decisions and other decision-making roles for the Company. Based on theseas a candidate forconsiderations, the Company has judged that Mr. Ishida’s election will contribute to the
Directorstable 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
Yasuhiro Matsumura
June 2018
Executive Officer and General Manager of TOC(March 10, 1959)
Department of Building Sales Division
17,500July 2019
Executive Officer and General Manager of TOC[Male]
Department and General Manager of Event Facilities[Re-election]
Department of Building Sales Division
5
June 2020
Director, in charge of Building Sales Division (current
position)
Mr. Yasuhiro Matsumura has abundant experience, past performance and insight in sales,
Reasons for election and has appropriately undertaken various management decisions and other decisionas a candidate for making roles for the Company. Based on these considerations, the Company has judged
Directorthat Mr. Matsumura’s election will contribute to the stable and sustainable growth of theCompany, 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 1986
KazuhikoJune 2018
Yanagisawa
March 2020
(February 18, 1964) June 2020

Number of sharesof the Company
held

Joined the Company
Deputy General Manager of TOC Department
General Manager of TOC Department
Representative Director & President of TO Linen Supply
Co., Ltd. (current position)[Male]
June 2023
Executive Officer (current position)[New election](Significant concurrent positions)
6
Representative Director & President of TO Linen Supply Co., Ltd.
Mr. Kazuhiko Yanagisawa has abundant experience, past performance and insight in sales,
Reasons for election and coupled with his engagement in management as a manager. Based on theseas a candidate for considerations, the Company has judged that Mr. Yanagisawa’s appointment as Director
Director
will enhance the management framework of the Company, and proposes his election as
Director.
March 1991
Joined Sanyo Shiki Co., Ltd.
Hirofumi Inaba
Director and General Manager of Administration(April 2, 1959)
Department of Sanyo Shiki Co., Ltd.
August 2000 Representative Director and President of Sanyo Shiki
16,000[Male]
Co., Ltd.
[Re-election]
June 2006
Outside Director of the Company (current position)[Outside](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
Sanyo Engineering Co., Ltd., and based on his abundant experience and extensive insight as
as a candidate fora manager, he oversees the management of the Company. The Company proposes his
Outside Director andelection as Outside Director in the expectation that he will continue to oversee and provide
summary ofadvice and other guidance about the execution of business by Directors by drawing on his
expected roles
insight.
July 1971
Joined Takenaka Corporation
April 1985
Joined Tokyo Artists Co., Ltd..
April 1986
Part-time lecturer at Department of Architecture, Faculty
Genta Torisu
of Engineering of Tokyo University of Science(October 6, 1947)
April 1991
Representative Director & President of ARS DESIGNASSOCIATES (current position)[Male]
April 2005
Part-time lecturer at Department of Architecture, Faculty[Re-election]of Engineering of The University of Tokyo[Outside]
June 2016
Outside Director of the Company (current position)
8(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 on
Reasons for election his abundant experience and extensive insight as an expert in these areas, the Company
as a candidate for expects that he will provide valuable advice about the Company’s business, and he oversees
Outside Director and the Company’s management from an independent perspective. The Company proposes hissummary ofelection as Outside Director in the expectation that he will continue to oversee and provide
expected roles
advice and other guidance about the execution of business by Directors by drawing on his
insight.

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No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions)
April 2005

Number of sharesof the Company
heldAssistant of College of Industrial Technology, Nihon
University
April 2010
Full-time Lecturer of College of Industrial Technology,
Nihon University
Tomoe Komoriya March 2013
Doctor of Engineering of College of Industrial(October 26, 1977)
Technology, Nihon University
April 2017
Associate Professor of Engineering of College of[Female]Industrial Technology, Nihon University[Re-election]
June 2023
Outside Director of the Company (current position)[Outside]
April 2024
Professor of Engineering of College of Industrial
9
Technology, Nihon University (current position)(Significant concurrent positions)
Professor of Engineering of College of Industrial Technology, Nihon
University
Although Ms. Tomoe Komoriya has never been involved in corporate management other
Reasons for election than as an Outside Director and being an Outside Director, she has specialized knowledge
as a candidate for in environmental engineering and has been involved in solving issues in collaboration with
Outside Director and industry, academia, and government. The Company proposes her election as Outsidesummary of
Director in the expectation that she will be able to utilize her knowledge and experience in
expected roles
the management of the Company from an independent standpoint in addressing
environmental issues and promoting sustainability management going forward.
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. There are no special interests between each candidate for Director and the Company other than thebusiness 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.

-7-5. The Company has entered into a directors and officers liability insurance contract pursuant to theprovisions of Article 430-3, Paragraph 1 of the Companies Act with an insurance company. An overview ofdetails of the insurance contract is described on page 12 of the Business Report in Japanese. If thecandidates are elected, they will be covered by the contract. The Company plans to renew the insurance
contract with the same details at maturity.
6. Messrs. Hirofumi Inaba and Genta Torisu and Ms. Tomoe Komoriya are candidates for Outside Director.
Messrs. Hirofumi Inaba and Genta Torisu and Ms. Tomoe Komoriya have been registered as Independent
Officers prescribed under the rules of Tokyo Stock Exchange, Inc. If they are elected as proposed, they willcontinue to serve as Independent Officers.
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 18 years at the conclusion of this Meeting.
The term of office of Mr. Genta Torisu will be 8 years at the conclusion of this Meeting.
The term of office of Ms. Tomoe Komoriya will be 1 year 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 and Ms. Tomoe Komoriya 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 amountprescribed by laws and regulations. If Messrs. Hirofumi Inaba and Genta Torisu and Ms. Tomoe
Komoriya are reelected, the Company intends to continue the same limitation of liability agreementwith them.
(3) Messrs. Hirofumi Inaba and Genta Torisu and Ms. Tomoe Komoriya have not been executives orofficers of the Company or its subsidiaries.
(4) Messrs. Hirofumi Inaba and Genta Torisu and Ms. Tomoe Komoriya 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. Hirofumi Inaba and Genta Torisu and Ms. Tomoe Komoriya are not executives or officers of anentity that has a special relationship with the Company and have not been executives or officers of anentity that has a special relationship with the Company in the past 10 years.
(6) Messrs. Hirofumi Inaba and Genta Torisu and Ms. Tomoe Komoriya have no plans to receive a large
sum of money or other 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. Hirofumi Inaba and Genta Torisu and Ms. Tomoe Komoriya are not the spouses or relatives towithin 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.
8. Career summary, positions and responsibilities in the Company, and significant concurrent positions are
current as of May 13, 2024.

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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 Directors at the Meetingare approved as originally proposed.

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

Overall

Sales &

Finance &Management

MarketingAccounting

Kazuhiko
Otani

〇

Takuo
Otani (〇)〇

Shoichi
Kondo
MasahikoIshidaYasuhiro
Matsumura
Kazuhiko
Yanagisawa
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

Sustainability

〇
〇

〇

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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