Note: This document has been translated from a part of the original in Japanese for reference purposes only. In the event of any
discrepancy between this translated document and the original in Japanese, the original shall prevail.

Securities code: 3946
June 4, 2019
To our shareholders:
Mitsuo Nakahashi
President & Chief Operating Officer
Tomoku Co., Ltd.
2-2-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 80TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 80th Annual General Meeting of Shareholders of Tomoku Co., Ltd. (the“Company”), 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 or via the internet,etc. Please review the attached Reference Documents for General Meeting of Shareholders, and exercise yourvoting rights by no later than 6:00 p.m., Thursday, June 20, 2019 (Japan Standard Time).
1 Date and Time: Friday, June 21, 2019 at 10:00 a.m. (Japan Standard Time)
2 Venue:
Marunouchi Mitsui Building 4F, Company’s Conference Room
2-2-2 Marunouchi, Chiyoda-ku, Tokyo
3 Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 80th fiscal year (from April 1, 2018 toMarch 31, 2019), as well as the results of audit of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 80th fiscal year (from April 1, 2018 to March 31, 2019)
Items to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of One Substitute Audit & Supervisory Board Member
Of the documents that should be attached to this Notice, the following items are posted on Company’s website(https://www.tomoku.co.jp/ir/meeting.html) according to the laws and regulations and Article 13 ofCompany’s Articles of Incorporation.
(1)Notes to the Consolidated Financial Statements (2)Notes to the Non-Consolidated Financial Statements
These items are included in the Business Report, Consolidated Financial Statements, and Non-Consolidated
Financial Statements audited by the Financial Auditor or the Audit & Supervisory Board Members in
preparing their Audit Reports.
If any amendments are made to the Reference Documents for General Meeting of Shareholders, the Business
Report, Consolidated Financial Statements, and/or Non-Consolidated Financial Statements, such amendments
will be posted on the Company website (https://www.tomoku.co.jp/).

-1-Reference Documents for General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
Regarding year-end dividends for the 80th fiscal year, after giving comprehensive consideration to factors such as
Company’s business results, profit levels, financial conditions, the required internal reserves for future businessdevelopment, and the dividend payout ratio, we would like to offer the following year-end dividends.
In addition, on May 27, 2019, the Company celebrated the 70th anniversary of its foundation. Accordingly, to show
appreciation for our shareholders’ support up until now, we propose a commemorative dividend of 10 yen per sharein addition to an ordinary dividend of 20 yen per share, for a year-end dividend of 30 yen per share.
Furthermore, the Company will allocate funds from internal reserves for investment, etc. to maximize Company’sfuture corporate value.
Type of dividend property
Cash
Allotment of dividend property and their aggregate amount
30 yen per common share of the Company(20 yen for ordinary dividend, 10 yen for commemorative dividend to mark the 70th anniversary of foundation)
Total payment: 490,376,760 yen
Effective date of dividends of surplus
June 24, 2019-2-

Proposal 2:

Election of One Substitute Audit & Supervisory Board Member

To be ready to fill a vacant position should the number of Audit & Supervisory Board Members fall below thenumber required by laws and regulations, the Company requests approval for the election of Toshiaki Kanazawa asa substitute Audit & Supervisory Board Member.
The validity of the election can be nullified by resolution of the Board of Directors if the consent of the Audit &Supervisory Board has been obtained; provided, however, that it is only in a time before assuming office as Audit& Supervisory Board Member.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Career summary(Significant concurrent positions)

Name(Date of birth)

Number ofCompany’s shares
ownedOct. 1985May 1986June 1999

Toshiaki Kanazawa(November 23, 1955)

Notes:

Registered as a certified public tax accountant
Joined Shinko Audit Corporation
Established Chiyoda Management Service Ltd.
Director of Chiyoda Management Service Ltd.
0
Director of Toshiaki Kanazawa Certified Public Tax
Accountant Office (current position)
July 2011
Representative Director of Chiyoda Management Service
Ltd. (current position)[Reasons for nomination as candidate for substitute external Audit & Supervisory Board Member]
The reason Toshiaki Kanazawa has been nominated as a candidate for substitute external Audit &Supervisory Board Member is that he has expert knowledge and practical experience as a certified
public tax accountant which we would like him to reflect in the audit of the Company.

1. There is no special interest between the candidate for substitute Audit & Supervisory Board Member and the Company.
2. Toshiaki Kanazawa is a candidate for substitute external Audit & Supervisory Board Member.
3. In the event Mr. Kanazawa assumes the office of Audit & Supervisory Board Member, based on Company’s Articles ofIncorporation, the Company plans to enter into a limited liability agreement with him to the extent allowed by laws andregulations as provided for in Article 427, paragraph 1 of the Companies Act.
4. Mr. Kanazawa satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange.

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