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, 2021
To our shareholders:
Mitsuo Nakahashi
President & Chief Operating Officer
Tomoku Co., Ltd.
2-2-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 82ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Tomoku Co., Ltd. (the “Company”) hereby announces that the 82nd Annual General Meeting of Shareholders will
be held as described below.
The Company has decided to have greater spacing than usual between seats at this year’s shareholders meeting aspart of its efforts to prevent the spread of the novel coronavirus disease (COVID-19). As a result, there may not beenough seats for all shareholders to attend. The Company asks for your understanding in advance and apologizes inthe event there are not enough seats.
From the standpoint of preventing the spread of the virus, we ask that shareholders exercise their voting rights
for this Annual General Meeting of Shareholders in advance in writing or online to every extent possible, andrefrain from attending the meeting in person.
You are kindly requested to exercise your voting rights by no later than Tuesday, 6:00 p.m. June 22, 2021
(Japan Standard Time).
1 Date and Time: Wednesday, June 23, 2021 at 10:00 a.m. (Japan Standard Time)
2 Venue:
Marunouchi Mitsui Building 4F, the 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 82nd fiscal year (from April 1, 2020 toMarch 31, 2021), 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 82nd fiscal year (from April 1, 2020 to March 31, 2021)
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 the Company’s
website according to the laws and regulations and Article 13 of the Company’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 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.
The Company’s 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 82nd fiscal year, after giving comprehensive consideration to factors such as
the 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.
Furthermore, the Company will allocate funds from internal reserves for investment, etc. to maximize the Company’s
future corporate value.
Type of dividend property
Cash
Allotment of dividend property and their aggregate amount25 yen per common share of the Company
Total payment: 408,758,850 yen
Effective date of dividends of surplus
June 24, 2021

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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 the number
required by laws and regulations, the Company requests approval for the election of Toshiaki Kanazawa as a
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 of theCompany’s shares
ownedOct. 1985
May 1986
June 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 audits 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 the Company’s Articlesof Incorporation, 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. In addition, in the event Mr. Kanazawa
assumes the office of Audit & Supervisory Board Member, the Company will include him as an insured in the directors
and officers liability insurance policy as provided for in Article 430-3, paragraph 1 of the Companies Act. The details ofthe directors and officers liability insurance policy are described on page 16 of the 82nd Business Report (Japanese only).
4. Mr. Kanazawa satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange.

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