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 shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Securities code 9351)
June 7, 2024
Start date of measures for electronic provision: June 3, 2024
To Our Shareholders:
Masafumi Hara
Representative Director and President
TOYO WHARF & WAREHOUSE CO., LTD.
1-8-8 Harumi, Chuo-ku, TokyoNOTICE OF
THE 113TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 113th Annual General Meeting of Shareholders of TOYO WHARF &WAREHOUSE CO., LTD. (the “Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information as “Notice of the 113th Annual General Meeting of Shareholders” on the
Company’s website. Please access either of the following websites by using the corresponding internet
address shown below to review the information.
The Company’s website:
https://www.toyofuto.co.jp/ir/event/meeting.html (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/9351/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address, enter and search for “TOYO WHARF &WAREHOUSE CO., LTD.” in “Issue name (company name)” or the Company’s securities code “9351” in“Code” and click “Search”, then click “Basic information” and select “Documents for public inspection/PR
information” under “Filed information available for public inspection”, click “Click here for access” under“[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]”,in order, and confirm contests).
If you do not attend the meeting on the day, you may exercise your voting rights via the internet or inwriting (via postal mail). Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 5:00 p.m. on Tuesday, June 25, 2024 (JST).
1. Date and Time:

Wednesday, June 26, 2024, at 10:00 a.m. (JST)(Reception desk opens at 9:30 a.m.)

2. Venue:

WEST Hall, 4th floor, TOC ARIAKE
3-5-7 Ariake, Koto-ku, Tokyo-1-3. Meeting Agenda:
Matters to be reported:
1.

The Business Report, Consolidated Financial Statements for theCompany’s 113th Fiscal Year (April 1, 2023 - March 31, 2024) andresults of audits by the Financial Auditor and the Audit and Supervisory
Committee regarding the Consolidated Financial Statements2.

Non-consolidated Financial Statements for the Company’s 113th Fiscal
Year (April 1, 2023 - March 31, 2024)

Matters to be resolved:
Proposal No. 1:

Appropriation of Surplus

Proposal No. 2:

Election of Seven Directors Who Are Not Audit and Supervisory
Committee Members

4. Matters Determined upon Convening the General Meeting of Shareholders(Instructions for Exercising Voting Rights)(1) When voting rights are exercised in writing (via postal mail), if there is no indication of approvalor disapproval of the proposal in the voting rights exercise form, it will be treated as approval.
(2) If voting rights are exercised both via the internet and in writing (via postal mail), the voting rights
exercised via the internet shall be considered valid.
If voting rights are exercised multiple times via the internet, the voting rights last exercised shallbe considered valid.

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When attending the meeting in person, please submit the voting form at the reception desk at themeeting venue.

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If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions
and the details of the matters before and after the revisions will be posted on each website.

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Among the items of electronic provision measures, in accordance with the provisions of laws andregulations and the Company’s Articles of Incorporation, the following items are not provided in thepaper-based documents delivered to shareholders who have requested delivery of such documents.
Furthermore, the Audit and Supervisory Committee and the Financial Auditor shall audit the
documents requiring auditing, including the following items.
(i) “System to Ensure Appropriate Operations and the Operational Status of such System” in theBusiness Report(ii) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements(iii) “Non-consolidated Statement of Changes in Equity” and “Notes to the Non-consolidated
Financial Statements” of the Non-consolidated Financial Statements-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

In accordance with our dividend policy, the Company proposes the appropriation of surplus as follows:
Year-end dividends(i)Type of dividend property
To be paid in cash.

(ii) Allotment of dividend property and its aggregate amountThe Company proposes to pay a dividend of ¥30 per common share of the Company.
In this event, the total dividends will be ¥222,946,140.
This will bring the total annual dividend to ¥55 per share including the interim dividend of ¥25 pershare.
(iii) Effective date of dividends of surplus
June 27, 2024

-3-

Proposal No. 2:

Election of Seven Directors Who Are Not Audit and Supervisory Committee Members

At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all eight Directors
who are not Audit and Supervisory Committee Members will expire. Therefore, the Company proposes theelection of seven Directors who are not Audit and Supervisory Committee Members.
As for this proposal, the review and examination processes and others in the voluntary Nomination andRemuneration Advisory Committee, which consists of a majority of outside independent Directors
including Directors who are Audit and Supervisory Committee Members, were examined by the Audit andSupervisory Committee of the Company based on the policy of electing candidates for the role of Director,
which resulted in finding that there were no matters requiring additional comments.
Candidates for the role of Director who is not an Audit and Supervisory Committee Member are as follows:
No.

Name

Current position and responsibilities in
the Company

Attendance atBoard ofDirectors
meetings

Gender1

Masafumi Hara

Representative Director and President

14/14 (100%)

Male

2

Shuichi Nishi

Senior Managing Director
General Manager of Kawasaki Branch

14/14 (100%)

Male

Kouji Suzuki

Managing Director
General Manager of Safety & Quality
Control Dept. and Responsible forGeneral Affairs Dept., Accounting Dept.,
Information Management Dept.,
Operations Audit Dept. and Public
Relations Dept.

14/14 (100%)

Male

Shinji Mikami

Managing Director
General Manager of Operations Dept.,
Supervisor of Kansai･Chukyou Area,
and Responsible for Fruit & Vegetable
Sales Dept., International Sales Dept.,
Corporate Planning Dept. and Digital
Promotion Dept.

14/14 (100%)

Male

5

Wataru Tominaga

Director
Executive Officer, General Manager of
Shibushi Branch, Supervisor of Kyushu
Area, and Responsible for Container
Business Promotion Dept.

10/10 (100%)

Male

6

Tatsuyoshi Hori

OutsideDirector
Independent

10/10 (100%)

Male

7

Masamitsu Nambu

Outside–Independent

–

Male

3

4

Note:

As Wataru Tominaga and Tatsuyoshi Hori were newly appointed at the 112th Annual General Meeting of
Shareholders held on June 28, 2023, their attendance status is provided for Board of Directors Meetings held after
their appointments.

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No.

Name
(Date of birth)

Masafumi Hara
(November 12, 1959)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1985
Jun. 2009
Jun. 2010

Male

1

Attendance at Board Apr. 2013of Directors
meetings:
14/14(100%)
Apr. 2014

Joined the Company
Executive Officer and General Manager of Corporate
Planning Dept.
Director, Executive Officer, General Manager ofOperations Dept., and in Charge of Sales Dept. andCorporate Planning Dept.
Director, Managing Executive Officer, General
Manager of Operations Dept., General Manager ofPort Transport Dept., and in Charge of Sales Dept.,
Fruit & Vegetable Sales Dept. and International Sales
Dept.
Representative Director and President (current
position)

Number of theCompany’s
shares owned

28,100shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Masafumi Hara, who currently serves as Representative Director and President, has abundant experience,achievements and insight as a corporate manager. Therefore, the Company nominates him as a candidate for therole of Director who is not an Audit and Supervisory Committee Member.
Nov. 1986
Jun. 2010
Apr. 2014
Jun. 2014
Shuichi Nishi(January 16, 1961)
Male

2

Apr. 2016

Apr. 2017

Attendance at Boardof Directors
Jun. 2021
meetings:
14/14(100%)
Apr. 2022

Apr. 2023

Apr. 2024

Joined the Company
Executive Officer and General Manager of Shibushi
BranchExecutive Officer and General Manager of Kawasaki
BranchDirector, Executive Officer, and General Manager ofKawasaki Branch
Director, Executive Officer, General Manager ofKawasaki Branch, and Responsible for and in Chargeof Port Transport Dept.
Director, Managing Executive Officer, General
Manager of Kawasaki Branch, and General Manager
of Port Transport Dept.
Managing Director, General Manager of Kawasaki
Branch, and General Manager of Port Transport Dept.
Senior Managing Director, General Manager ofKawasaki Branch, and General Manager of Port
Transport Dept.
Senior Managing Director, General Manager ofKawasaki Branch, and Responsible for Port Transport
Dept.
Senior Managing Director and General Manager ofKawasaki Branch (current position)

9,600
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Shuichi Nishi has abundant experience, achievements and insight in the business operations of the Company and in
the logistics industry having served as General Manager of Shibushi Branch and General Manager of Kawasaki
Branch. Therefore, the Company nominates him as a candidate for the role of Director who is not an Audit andSupervisory Committee Member.

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No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1982
Apr. 2013
Apr. 2015

Kouji Suzuki(January 23, 1960)
Male

3

Jun. 2016

Apr. 2018

Attendance at Board
Apr. 2019of Directors
meetings:
14/14(100%)
Apr. 2023

Apr. 2024

Joined the Company
Executive Officer and General Manager of Hakata
BranchExecutive Officer, General Manager of HigashiOgishima Branch, and Supervisor of Warehouses andTransport in Keihin Area
Director, Executive Officer, General Manager ofHigashi-Ogishima Branch, and Supervisor of
Warehouses and Transport in Keihin Area
Director, Executive Officer, General Manager ofHigashi-Ogishima Branch, Supervisor of Warehouses
and Transport, and Responsible for Kashima Branch
Director, Executive Officer, General Manager ofHigashi-Ogishima Branch, and Supervisor of
Warehouses and Transport
Managing Director, General Manager of HigashiOgishima Branch, and Supervisor of Warehouses andTransport
Managing Director, General Manager of Safety &Quality Control Dept., and Responsible for General
Affairs Dept., Accounting Dept., Information
Management Dept., Operations Audit Dept. and Public
Relations Dept. (current position)

Number of theCompany’s
shares owned

7,300
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Kouji Suzuki has abundant experience, achievements and insight in the business operations of the Company and in
the logistics industry having served as General Manager of Hakata Branch and General Manager of HigashiOgishima Branch. Therefore, the Company nominates him as a candidate for the role of Director who is not an
Audit and Supervisory Committee Member.
Apr. 1987
Apr. 2014

Jan. 2015
Shinji Mikami(March 21, 1965)

Apr. 2016

Male

4

Attendance at Board Jun. 2017of Directors
meetings:
Apr. 2018
14/14(100%)

Apr. 2023

Joined the Company
Executive Officer, General Manager of Fruit &Vegetable Sales Dept., and General Manager of Fruit& Vegetable Dept. of Kawasaki Branch
Executive Officer, General Manager of Fruit &Vegetable Sales Dept., General Manager of Fruit &Vegetable Dept. of Kawasaki Branch, and General
Manager of Oi Office
Executive Officer, General Manager of Fruit &Vegetable Sales Dept., and General Manager of Fruit& Vegetable Dept. of Kawasaki Branch
Director, Executive Officer, General Manager of Fruit& Vegetable Sales Dept., and General Manager ofFruit & Vegetable Dept. of Kawasaki Branch
Director, Executive Officer, General Manager ofOperations Dept., and Responsible for Fruit &Vegetable Sales Dept., International Sales Dept. andCorporate Planning Dept.
Managing Director, General Manager of Operations
Dept., Supervisor of Kansai･Chukyou Area, andResponsible for Fruit & Vegetable Sales Dept.,
International Sales Dept., Corporate Planning Dept.
and Digital Promotion Dept. (current position)

6,800
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Shinji Mikami has abundant experience, achievements and insight in the business operations of the Company andin the logistics industry through his many years of business execution in sales divisions. Therefore, the Company
nominates him as a candidate for the role of Director who is not an Audit and Supervisory Committee Member.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company

Wataru Tominaga Apr. 1990
(December 13, 1967) Apr. 2020
Male

5Jun. 2023

Attendance at Board
Apr. 2024
of Directors
meetings:
10/10(100%)

Number of theCompany’s
shares owned

Joined the Company
Executive Officer and General Manager of Shibushi
BranchDirector, Executive Officer, General Manager of
Shibushi Branch, and Supervisor of Kyushu Area
Director, Executive Officer, General Manager of
Shibushi Branch, Supervisor of Kyushu Area, andResponsible for Container Business Promotion Dept.
(current position)

4,700
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Currently, Wataru Tominaga is General Manager of Shibushi Branch and has abundant experience, achievements
and insight in the business operations of the Company and in the logistics industry. Therefore, the Company
nominates him as a candidate for the role of Director who is not an Audit and Supervisory Committee Member.
Sep. 2010
Nov. 2011
Jun. 2015

Tatsuyoshi Hori
(April 20, 1975)
Male
OutsideIndependent

Jan. 2016
May 2016
Apr. 2018
May 2020
Nov. 2020

6

Attendance at Boardof Directors
meetings:
Apr. 2021
10/10(100%)
Oct. 2021
Apr. 2022

Dec. 2022

Jun. 2023

General Manager of Hori Patent OfficeDirector of TOKO SOKEN CO., LTD. (current
position)
Joined TOKO ENGINEERING CONSULTANTS
CO., LTD.
General Manager of Osaka Branch
Executive Officer and General Manager of Osaka
BranchExecutive Officer and General Manager of Kyusyu
BranchDirector of TOKO GEOTECH CO., LTD. (current
position)
Director, Executive Officer, and General Manager ofKyusyu Branch of TOKO ENGINEERINGCONSULTANTS CO., LTD.
Director, Executive Officer, and General Manager ofBusiness Dept. of the Head OfficeDirector
Managing Director and General Manager ofOverseeing Dept. (current position)
Representative Director and President of TOKOWAKAYAMA ENGINEERING CONSULTANTS
CO., LTD. (current position)
Director of the Company (current position)

0 shares[Reasons for nomination as candidate for the role of outside independent Director who is not an Audit andSupervisory Committee Member and overview for expected role as an outside independent Director]
Tatsuyoshi Hori is Managing Director of TOKO ENGINEERING CONSULTANTS CO., LTD., a shareholder of
the Company. In light of his abundant experience, achievements and insight as a corporate manager, the Company
nominates him as a candidate for the role of outside independent Director who is not an Audit and Supervisory
Committee Member in the expectation that he will supervise the Company’s management.

-7-

No.

Name
(Date of birth)

Masamitsu Nambu(January 5, 1963)
Male
OutsideIndependent

7

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1985
Apr. 2006
Apr. 2008
Apr. 2010
Apr. 2011
Apr. 2012

Apr. 2015
Oct. 2016
Attendance at Board
Apr. 2020of Directors
meetings:
Apr. 2020－
Apr. 2023
Apr. 2024

Joined The Dai-ichi Mutual Life Insurance Company
General Manager of Underwriting and Medical Dept.
General Manager of Machida Branch
General Manager of Machida Branch of The Dai-ichi
Life Insurance Company, Limited
General Manager of Retail Management Dept.
Executive Officer and General Manager of RetailManagement Dept.
Managing Executive Officer
Director and Managing Executive Officer
Senior Managing Executive Officer of Dai-ichi Life
Holdings, Inc.
Representative Director and Senior Managing
Executive Officer of The Dai-ichi Life Insurance
Company, Limited
Director and Senior Managing Executive Officer
Advisor (current position)

Number of theCompany’s
shares owned

0 shares[Reasons for nomination as candidate for the role of outside independent Director who is not an Audit andSupervisory Committee Member and overview for expected role as an outside independent Director]
Masamitsu Nambu has experience serving as Representative Director and Senior Managing Executive Officer of
The Dai-ichi Life Insurance Company, Limited, a shareholder of the Company. In light of his abundant experience,achievements and insight as a corporate manager, the Company nominates him as a candidate for the role of outside
independent Director who is not an Audit and Supervisory Committee Member in the expectation that he willsupervise the Company’s management.
Notes:
1.

There is no special interest between any of the candidates and the Company.

2.

Tatsuyoshi Hori and Masamitsu Nambu are candidates for the role of outside independent Director who is not an Audit
and Supervisory Committee Member.

3.

Tatsuyoshi Hori is currently an outside independent Director of the Company, and at the conclusion of this meeting, his
tenure will have been one year.

4.

The Company has entered into an agreement to limit the liability for damages with Tatsuyoshi Hori, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act. If the reelection of Tatsuyoshi Hori is approved, theCompany plans to renew the aforementioned agreement with him. If the election of Masamitsu Nambu is approved, theCompany plans to enter into similar liability insurance policy with the candidate. The outline of the agreement is asfollows•

If an outside independent Director is liable for any damages arising from their negligence to the Company, thatliability shall be limited to the minimum liability amount stipulated by laws and regulations.

•

The above limitation of liability shall be applied only when the relevant outside independent Director acted ingood faith and without gross negligence in performing the duties giving rise to liabilities.

5.

The Company has submitted notification to Tokyo Stock Exchange, Inc. that Tatsuyoshi Hori has been designated as anindependent officer as provided for by the aforementioned exchange.

6.

Masamitsu Nambu satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.,and the Company plans to submit notification concerning his designation as an independent officer if his appointment isapproved.

7.

The Company has entered into indemnity agreements with Masafumi Hara, Shuichi Nishi, Kouji Suzuki, Shinji Mikami,
Wataru Tominaga, and Tatsuyoshi Hori as stipulated in Article 430-2, paragraph (1) of the Companies Act. Under said
indemnity agreements, expenses as provided for by item (1) of paragraph (1) of the same article and losses as provided
for by item (2) of the same paragraph shall be indemnified by the Company within the scope provided for by laws andregulations. If each candidate’s reelection is approved, the aforementioned agreements with each candidate will be
continued. In addition, if the appointment of Masamitsu Nambu is approved, similar indemnity agreement will beconcluded.

8.

The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company and the insurance policy covers the legally mandated-8-amount of indemnification and litigation expenses that are absorbed by all Directors who are not Audit and Supervisory
Committee Members and that are assumed by insureds. If each candidate is appointed to the role of Director who is not
an Audit and Supervisory Committee Member, each candidate will be included as the insured under this insurance
policy. For all of the insured persons, the Company bears all of the insurance premium. In addition, the Company plansto renew the insurance policy during their terms of office.

-9-ReferenceStandards of Independence for Outside Directors
In the election of candidates for the role of outside Director, the independence requirements established by
Tokyo Stock Exchange shall be satisfied, and candidates for the role of outside Director of the Company
shall, in principle, not fall under any of the items below.
(1) An executing person of the Company or its subsidiary (hereinafter referred to as “the Group”)(*1)(2) A major business partner(*2)
A person whose major business partner is the Group(*3) or an executing person of such a legal
entity, etc.



A person who is a major business partner of the Group(*3) or an executing person of such a legal
entity, etc.



An executing person of a financial or other institution that is essential to the Company’s
financing and on whom the Company is dependent to the extent that there is no substitute.

(3) A professional(*2)
A consultant, accounting professional, or legal professional who has received a large amount ofmoney or other properties from the Group, other than as compensation for being a DirectorA person belonging to a law firm, accounting office, consulting company, or any otherprofessional service provider that has received a large amount of money or other properties fromthe Group(4) Donation
A person who receives a large donation, etc. from the Group or an executing person of the person(5) Major shareholder(*4)
A person who is a major shareholder or an executing person of such a legal entity, etc.
(6) Immediate family members
An immediate family member (spouse or a relative within the second degree of kinship) of any of thepersons listed below (excluding an insignificant person):

A person who falls under any of items (1) to (5) above

Director, Auditor, Executive Officer, or employee of the Group(*1)

This means a person who has fallen under the item in the past ten business years.

(*2)

This means a person who has fallen under the item in the past one business year.

(*3)

This means a person whose business with the Group has a significant influence on the viabilityof the person’s company or the business of the Group.

(*4)

This means a person or legal entity which holds the Company’s shares with 10% or more of thetotal voting rights.

- 10 -

Reference
Nomination and Remuneration Advisory Committee
The Company has established a voluntary Nomination and Remuneration Advisory Committee, which
consists of a majority of outside independent Directors, in order to strengthen fairness, transparency, andobjectivity in procedures regarding nomination, remuneration, etc. of Directors, enhance the supervisory
function of the Board of Directors, and further improve its corporate governance system.
In the fiscal year under review, the Nomination and Remuneration Committee was composed of four
members, three outside independent Directors including Directors who are Audit and Supervisory
Committee Members and the Representative Director, and chaired by an outside independent Director.
(1) Roles of the Nomination and Remuneration Advisory Committee
The Committee reviews the matters listed below or other matters about which the Board of Directors
consults the Committee, and provides reports to the Board of Directors.
Matters concerning the election and dismissal of Directors

Matters concerning remuneration, etc. for Directors

Other matters that are considered necessary by the Board of Directors(2) Composition of the Nomination and Remuneration Advisory Committee


The Committee shall consist of three or more Directors selected by the Board of Directors.

The majority of the Committee shall consist of outside independent Directors.

Candidates for the role of Director who is not an Audit and Supervisory Committee Member are
decided by the Board of Directors, based on the report by the voluntary Nomination and Remuneration
Advisory Committee.

- 11 -

(Planned) Director Skill Matrix after This Annual General Meeting of Shareholders

Name

Position in the Company

Nomina-Compli-tion andance/Risk

Remuneration
Advisory

Corporate
management

Committee

1

Masafumi Hara2

Shuichi Nishi

3
4

Kouji Suzuki
Shinji Mikami

5

Wataru Tominaga

6

Tatsuyoshi Hori

7

Masamitsu Nambu

8

Tetsuo Yamaguchi

9

Hiroki Yamamoto

10

Hideyuki Tokita

11

Naoko Sugimoto

Representative
Director and President
Senior Managing
Director
Managing Director
Managing Director
Director, Executive
Officer
Outside Independent
Director
Outside Independent
Director
Director, Full-time
Audit and Supervisory
Committee Member
Outside Independent
Director, Audit andSupervisory
Committee Member
Outside Independent
Director, Audit andSupervisory
Committee Member
Outside Independent
Director, Audit andSupervisory
Committee Member●

management/

Sales/

Interna-

Marketing tionality

Legal

IT/Digital/Technology

ESG/Sustainability

Financial Human
account- resource/
ing

Labor

affairs

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●
(Chairman)

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●

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●

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It does not represent all the skills and experiences possessed by each Director.

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- 12 -

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