ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

Stock Code: 4626
May 26, 2023
To Our Shareholders:Eiji Sato
President and CEO

TAIYO HOLDINGS CO., LTD.
388 Ohkura, Ranzan-machi, Hiki-gun, Saitama 355-0222, JapanNOTICE OF 77TH ORDINARY GENERAL SHAREHOLDERS’ MEETING
You are cordially invited to attend the 77th Ordinary General Shareholders’ Meeting of TAIYO HOLDINGS
CO., LTD. (hereinafter, “Taiyo Holdings”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing (by postalmail), via the Internet, or other means. Please review the attached Reference Documents for the General
Shareholders’ Meeting and exercise your voting rights no later than 5:00 p.m. on Friday, June 16, 2023 (JapanStandard Time).

Meeting Details
1.

Date and Time:

Saturday, June 17, 2023 at 1:00 p.m. (Japan Standard Time)

2.

Venue:STATION CONFERENCE Ikebukuro Room 1, 12F, Metropolitan Plaza Building
1-11-1 Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan

3.

Purpose:Items to be reported:
1. Business Report and Consolidated Financial Statements for the 77th fiscal year (from April 1, 2022
to March 31, 2023), and results of the audit of the Consolidated Financial Statements by theAccounting Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 77th fiscal year (from April 1, 2022 to March 31,2023)
Items to be resolved:

4.

Proposal 1:

Appropriation of Surplus

Proposal 2:

Election of One Alternate Audit & Supervisory Board Member

Items related to the exercise of voting rights
Institutional investors who have requested to use the Electronic Voting System Platform run by Investor
Communications Japan (ICJ), which was established by Tokyo Stock Exchange, Inc. in partnership withBroadridge Financial Solutions, Inc. as electronic exercise of voting rights in advance, may do so.

You are kindly requested to submit the enclosed voting form at the reception desk if you attend the meeting inperson. If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and thedetails of the items before and after the revisions will be posted on Taiyo Holdings’s website and the Tokyo Stock
Exchange (TSE) website.

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

In accordance with amendment of the Companies Act, in principle you are to check items subject to measuresfor electronic provision by accessing either of the websites mentioned above, and we deliver paper-based
documents stating the items only to shareholders who request the delivery of paper-based documents by therecord date. However, for this General Shareholders’ Meeting, we have delivered paper-based documents stating
the items subject to measures for electronic provision to all shareholders, regardless of whether or not they haverequested them.
Among the items to be provided electronically, Taiyo Holdings has chosen not to include the Notes to theConsolidated Financial Statements and the Notes to the Non-Consolidated Financial Statements in the paperbased documents to be sent to shareholders pursuant to related laws and regulations and Article 15, paragraph (2)of the Articles of Incorporation of the Company. The Consolidated Financial Statements and Non-Consolidated
Financial Statements audited by the Audit & Supervisory Board and the Accounting Auditor include what isstated in the paper-based documents to be sent as well as the Notes to the Consolidated Financial Statements andNotes to the Non-Consolidated Financial Statements that are posted on the websites mentioned above.
In convening this General Shareholders’ Meeting, Taiyo Holdings has also posted information that constitutes
the contents of the Reference Documents for the General Shareholders’ Meeting (items for which measures forproviding information in electronic format are to be taken) on each of the following websites.
*Website pages and documents are in Japanese version only.
*Taiyo Holdings’s website:
https://www.taiyo-hd.co.jp/jp/ (in Japanese)*TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website and enter the name of Taiyo Holdings, “Taiyo Holdings,” for “Issue name (company
name)” or the Company’s stock code “4626” in “Code” to search for the Company. Click on the company
name, then on “Basic Information,” then “Documents for public disclosure/PR information” and view
information under “Notice of General Shareholders Meeting/Information Materials for a General ShareholdersMeeting.”)

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

Reference Documents for the General Shareholders’ Meeting
Proposal 1:

Appropriation of Surplus

Taiyo Holdings regards profit distribution to shareholders in cash as one of the most important policies
and will effectuate a continuous, stable profit distribution at high levels. In addition, we use the dividendon-equity ratio as our target index and aim to “keep the dividend on equity ratio at a minimum of 5% basedon the consolidated financial results” for the mid-to-long term plan, Beyond Imagination 2030.
In addition, Taiyo Holdings will celebrate the 70th anniversary of its founding in September 2023.
Accordingly, Taiyo Holdings would like to add a commemorative dividend of 15.00 yen to the ordinary
dividend of 37.00 yen, resulting in a year-end dividend of 52.00 yen per share.
(1) Dividend typeCash(2) Details of dividend allocation and total amountDividend of 37.00 yen plus a commemorative dividend of 15.00 yen per share of common stock of
Taiyo Holdings is added to 52.00 yen
Total dividends: 2,905,861,452 yen(3) Effective distribution date for dividends of surplus
June 19, 2023
The annual dividend for the fiscal year under review will be 89.00 yen per share, including theinterim dividend of 37.00 yen previously paid.
Proposal 2:

Election of One Alternate Audit & Supervisory Board Member

The term of office of Akihito Sakai will expire at the conclusion of this Ordinary General Shareholders’Meeting. Accordingly, Taiyo Holdings requests the appointment of one Alternate Audit & Supervisory Board
Member in preparation for the case that the number of Audit & Supervisory Board Members required by law isnot met. Although the number of Audit & Supervisory Board Members will be reduced by one, we believe thatthe effectiveness of auditor oversight can be maintained through collaboration with the Internal Audit
Department and a three-auditor system with the majority consisting of Independent Outside Audit &Supervisory Board Members.
The Board of Audit & Supervisory Board Members concur with this proposal.
The candidate for Alternate Audit & Supervisory Board Member has agreed to his appointment if the numberof Audit & Supervisory Board Members prescribed by law is not met.
The candidate for Alternate Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Brief resume, positions and important concurrent positions heldApr. 1997

Masahiko Todo(July 17, 1968)
Jan. 2005

Registered as an attorney at law (Daini Tokyo BarAssociation)
Joined Ushijima & Associates (currently Ushijima &Partners)
Partner of Ushijima & Partners (present post)

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Number of Taiyo
Holdings’s shares
ownedCommon shares– shares

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

[Reason chosen as a candidate for Alternate Outside Audit & Supervisory Board Member]
Masahiko Todo has no direct experience of involvement in management of a company in the past, but he was selected as a candidate
for Alternate Outside Audit & Supervisory Board Member because the Company expects him to utilize his high-level expertise andexperience as an attorney in Taiyo Holdings’s auditing system and it has judged that he will be able to carry out the duties of an
Outside Audit & Supervisory Board Member in an appropriate manner.
Notes:1. There is no special interest between Masahiko Todo and Taiyo Holdings.
2. Masahiko Todo is a candidate for Alternate Outside Audit & Supervisory Board Member.
3. If Masahiko Todo is appointed as an Outside Audit & Supervisory Board Member, Taiyo Holdings plans to notify the Tokyo
Stock Exchange of his appointment as an independent officer in accordance with the provisions of the Tokyo Stock Exchange.
4. If Masahiko Todo is appointed as an Outside Audit & Supervisory Board Member, Taiyo Holdings plans to conclude anagreement with him limiting liability for damages as set forth in Article 423, paragraph (1) of the Companies Act, pursuant toArticle 427, paragraph (1) of the same Act. A general outline of the provisions of the agreement is as follows:- In the event that an Audit & Supervisory Board Member is liable for damages to Taiyo Holdings due to the neglect ofduties, the Audit & Supervisory Board Member will bear the liability, limited to the minimum amount stipulated in laws
and regulations.
- The liability limitation mentioned above shall be available only if the Audit & Supervisory Board Member has executed
his/her duties which would constitute the cause of the liability in good faith and without gross negligence.
5. Taiyo Holdings has entered into a directors’ and officers’ liability insurance policy with an insurance company as stipulated inArticle 430-3, paragraph (1) of the Companies Act, and Taiyo Holdings will cover damages incurred by the insured under thepolicy. If he is appointed as an Outside Audit & Supervisory Board Member, he will be included as an insured under thepolicy.
For a summary of the details of the directors’ and officers’ liability insurance policy, please refer to “2. Current Status of Taiyo
Holdings (3) Status of Corporate Officers 1) Status of Board Directors and Audit & Supervisory Board Members (as of March31, 2023) Note 9. Summary, etc., of Details of Board Directors and Officers Liability Insurance Policy” on p. 26 of theBusiness Report of the Japanese original.
6. There is no plan to conclude an indemnity agreement between Masahiko Todo and Taiyo Holdings regarding the expenses
stipulated in Article 430-2, paragraph (1), item (i) of the Companies Act and the loss stipulated in item (ii) of the same
paragraph.

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