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.

Securities code: 4439
November 10, 2021
To our shareholders:
Fumihiko Yamamoto CEO
TOUMEI CO., LTD.
2-1-39, Hatta, Yokkaichi-shi, Mie

Notice of the 24th Annual General Meeting of Shareholders
We are pleased to announce the 24th Annual General Meeting of Shareholders of TOUMEI CO., LTD., which will
be held as described below.
However, given the current situation regarding the spread of the novel coronavirus disease (COVID-19) and in theinterest of protecting the safety of our shareholders and preventing the spread of infection, we request that you
exercise your voting rights prior to this general meeting of shareholders in writing or via the internet, if at all possible.
Please review the attached Reference Documents for the General Meeting of Shareholders, indicate your approval ordisapproval for each of the proposals on the enclosed voting form, and return the form to us no later than 6:00 p.m.
on Wednesday, November 24, 2021 (JST). If you prefer to exercise your voting rights via the internet, please refer to“Information About Exercising Your Voting Rights via the Internet” (Japanese only), access the dedicated website
for exercising voting rights (https://www.web54.net), and enter your vote for each of the proposals no later than 6:00
p.m. on Wednesday, November 24, 2021 (JST).
1. Date and Time:Thursday, November 25, 2021, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)

2. Place:

Diamond Hall, 3rd floor, Platon Hotel Yokkaichi
7-3 Nishishinchi, Yokkaichi-shi, Mie

3. Purpose of the Meeting
Items to be reported:
1. The Business Report and the Consolidated Financial Statements for the 24th fiscal year (from September 1,2020 to August 31, 2021), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 24th fiscal year (from September 1, 2020 to August 31,2021)
Items to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors
4. Information on Exercise of Voting Rights
Please refer to the “Information on Exercise of Voting Rights” (Japanese only).
5. Matters concerning Internet Disclosure
Of the documents to be provided with this Notice of the Annual General Meeting of Shareholders, pursuant tothe relevant laws and regulations and Article 18 of the Articles of Incorporation, the following items are postedon the Company’s website and are therefore not attached to this notice. In addition, the attached materials tothis notice are part of the documents that have been audited by the Audit & Supervisory Board Members andthe Financial Auditor in preparing their audit reports and accounting audit reports.
1. “Systems for Ensuring the Propriety of Business Activities and the Status of its Implementation” in theBusiness Report
2. The “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated Financial Statements”
of the Consolidated Financial Statements-1-

3. The “Statements of Changes in Net Assets” and “Notes to Non-consolidated Financial Statements” of theNon-consolidated Financial Statements

For those attending the meeting on the day, please submit the enclosed voting form to the reception desk. We also ask that you

bring this Notice of the Annual General Meeting of Shareholders for reference during the meeting.
If any changes are required in the Reference Documents for the General Meeting of Shareholders, Business Report, Nonconsolidated Financial Statements and Consolidated Financial Statements, the changes will be posted on the Company’s website.
The Company’s website (https://www.toumei.co.jp/)-2-Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company regards the return of profit to its shareholders as one of its key management issues, and its policy is topay stable dividends on an ongoing basis. As for the year-end dividend for the fiscal year ended August 31, 2021,
although our business performance declined, in appreciation of the support of our shareholders, we would like toincrease the dividend by ¥1 per share in accordance with our dividend policy, as follows:
Type of dividend property

Cash

Allotment of dividend property and total
amount of dividends¥11 per common share of the Company
Total dividends: ¥80,756,753Effective date of dividends of surplus

November 26, 2021-3-Proposal No. 2

Election of Six Directors

The terms of office of all six Directors will expire at the conclusion of this annual general meeting of shareholders.
Therefore, the Company proposes the election of six Directors.
The candidates for Director are as follows:
Candidate
No.

Name

1

Fumihiko Yamamoto

2

Position and responsibility in the Company

CEOReelection

Naoto Hibino

Managing Director
General Manager of Sales Division

Reelection

3

Shinichi Naoi

Director
In charge of Sales Agent Development

Reelection

4

Makoto Sekiyama

Director
General Manager of Administrative Division

Reelection

5Masaharu Ito

DirectorReelection,Outside,Independent

6

Masamichi Yoshida

DirectorReelection,
Outside,Independent-4-Candidate
No.

Name(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1993

Joined HIKARI TSUSHIN, Inc.

Dec. 1997

Established TOUMEI MIE CO., LTD. (currentlythe Company)
CEO (current position)(December 22, 1969)

Apr. 2005

Attendance at Board ofDirectors meetings:
17/17

Representative Director and President of GIFU
RECOMM CO., LTD. (current position)

Nov. 2014

Director of Com’z Co., Ltd. (merged byabsorption-type merger with TOUMEI CO., LTD.
in September 2021)

Fumihiko Yamamoto
Reelection

1

Number of theCompany’s shares
owned

4,140,700 shares

Reasons for nomination as candidate for Director
Fumihiko Yamamoto, as the founder and CEO of the Company, has led the growth in the Company’s business performanceand has sufficiently fulfilled his role in making decisions on important management matters and supervising the executionof business. The Company expects him to utilize this knowledge and insight to continue contributing to improving thecorporate value of the Company. Therefore, the Company requests his reelection.

Naoto Hibino
Reelection(August 24, 1973)

2

Attendance at Board ofDirectors meetings:
17/17

Apr. 1992

Joined Mitsubishi Rayon Co., Ltd.

Aug. 1992

Joined HIKARI TSUSHIN, Inc.

Jan. 2000

Joined the Company, General Manager of Nagoya
Branch OfficeNov. 2000

DirectorFeb. 2001

Director and General Manager of Sales
Department

Nov. 2004

Director and General Manager of Sales Division

Apr. 2005

Director of GIFU RECOMM CO., LTD. (currentposition)

May 2005

Managing Director and General Manager of Sales
Division of the Company (current position)

Nov. 2014

Representative Director and President of Com’z
Co., Ltd. (merged by absorption-type merger withTOUMEI CO., LTD. in September 2021)

130,100 shares

Reasons for nomination as candidate for Director
Naoto Hibino has a wealth of experience and achievements as Managing Director and General Manager of Sales
Division of the Company, and has been involved in the Company’s growth. The Company expects him to utilize thisknowledge and insight to continue contributing to improving the corporate value of the Company. Therefore, theCompany requests his reelection.

-5-CandidateNo.

Name(Date of birth)

Shinichi Naoi
Reelection

3Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Jan. 1996

Joined HIKARI TSUSHIN, Inc.

Oct. 1997

Joined Bois et Dupont LLC

Feb. 2000

Joined CalltoWeb, Inc.

Mar. 2002

Joined the Company

Nov. 2007

Director(September 14, 1975)

Nov. 2016

Attendance at Board ofDirectors meetings:
17/17

Director
In charge of Eco Solutions Department

Sept. 2019

Director
In charge of Office Solutions Department

Sept. 2021

Director
In charge of Sales Agent Development (currentposition)

Number of theCompany’s shares
owned30,100 shares

Reasons for nomination as candidate for DirectorShinichi Naoi has been involved in the Company’s growth through his flexible management as Director in charge of theOffice Solutions Department of the Company. The Company expects him to utilize this knowledge and insight tocontinue contributing to improving the corporate value of the Company. Therefore, the Company requests hisreelection.
Makoto Sekiyama
Reelection

Apr. 1997

Joined Sugiura Accounting Office (currently AoiTax Corporation)

Aug. 2005

Joined the Company, Manager of Accounting
Department

Nov. 2015

Director and General Manager of Administrative
Division (current position)(July 30, 1971)
4

Attendance at Board ofDirectors meetings:
17/17

30,100 shares

Reasons for nomination as candidate for Director
Makoto Sekiyama has a wealth of experience in administration as Director and General Manager of Administrative
Division of the Company, and has been in charge of the overall administration of the Company. The Company expects
him to utilize this knowledge and insight to continue contributing to improving the corporate value of the Company.
Therefore, the Company requests his reelection.

-6-Candidate
No.

Name(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)Masaharu ItoDec. 2009

Registered as attorney

Apr. 2011

Part-time Lecturer of Nagoya University
Graduate School of Law (current position)

Feb. 2018

Established Glanz Law Office, Director (currentposition)

Nov. 2018

Outside Director of the Company (currentposition)

Reelection
OutsideIndependent(September 15, 1980)

5

Number of years in office:At the conclusion of thisApr. 2019
meeting, Mr. Ito’s tenure as
outside Director of theCompany will have been threeyears.

Part-time Lecturer of Aichi Law School (currentposition)

Number of theCompany’s shares
owned- shares

Attendance at Board ofDirectors meetings:
17/17
Reasons for nomination as candidate for outside Director and overview of expected role
Although Masaharu Ito has never in the past been involved in the management of a company except as an outsideofficer, he has a high level of professional knowledge and insight as an attorney. As an outside Director of the Company,at meetings including the Board of Directors meetings and as a member of the voluntary Nomination and Compensation
Committee, he has been providing opinions to enhance corporate value. We expect that he will continue to utilize hisknowledge and insight in the management of the Company and have therefore nominated him again as a candidate foroutside Director.

-7-Candidate
No.

Name(Date of birth)
Masamichi Yoshida
Reelection
OutsideIndependent(May 29, 1951)

6

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Nov. 1976

Joined Marunouchi & Co. (currently Deloitte
Touche Tohmatsu LLC)

Mar. 1980

Registered as Certified Public Accountant

June 1980

Registered as Certified Public Tax Accountant

July 1980

Established Masamichi Yoshida Certified PublicAccountant OfficeDirector (current position)

Number of years in office:At the conclusion of thisMay 1992
meeting, Mr. Yoshida’s tenure
as outside Director of theCompany will have been two Jan. 2003
years.
Attendance at Board ofDirectors meetings:
17/17

Nov. 2019

Number of theCompany’s shares
owned

Representative Partner of Tokai Audit
Corporation- shares

Established Tax Accountant Corporation CHUORESEARCH INSTITUTE
Representative Partner (current position)
Outside Director of the Company (currentposition)

Reasons for nomination as candidate for outside Director and overview of expected role
Although Masamichi Yoshida has never in the past been involved in the management of a company except as an outsideofficer, he has a high level of professional knowledge and insight as a certified public accountant and certified public
tax accountant. As an outside Director of the Company, at meetings including the Board of Directors meetings and as amember of the voluntary Nomination and Compensation Committee, he has been providing opinions to enhance
corporate value. We expect that he will continue to utilize his knowledge and insight in the management of theCompany and have therefore nominated him again as a candidate for outside Director.
(Notes)1. There is no special interest between the Company and any of the candidates other than Fumihiko Yamamoto.
2. Fumihiko Yamamoto, a candidate for Director, is a major shareholder of the Company and is considered to be a parentcompany, etc.
3. The number of shares held includes shares held by the TOUMEI Directors’ Shareholding Association.
4. Masaharu Ito and Masamichi Yoshida are candidates for outside Director.
5. Pursuant to the provisions of the Company’s Articles of Incorporation and Article 427, paragraph (1) of the Companies
Act, the Company has entered into limited liability agreements with Masaharu Ito and Masamichi Yoshida to limit theirliability for damages under Article 423, paragraph (1) of the same Act. If their reelections are approved, the Companyplans to continue these agreements.
6. The Company has submitted notification to the Tokyo Stock Exchange and the Nagoya Stock Exchange that Masaharu
Ito and Masamichi Yoshida have been designated as independent officers as respectively provided for by theaforementioned exchanges. If their reelections are approved, the Company plans to maintain their positions as independentofficers.
7. 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, with the Company bearing the full amount of the insurance
premiums. A summary of the contents of this insurance policy can be found on page 17 of the Business Report (Japaneseonly). If the election of candidates for Director of the Company is approved, they will continue to be included as theinsured under the relevant insurance contract. When the policy is renewed, the Company plans to renew the policy withthe same terms.

-8-