This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 1882
June 11, 2021
To Shareholders with Voting Rights:
Kyouichi Morishita
Representative Director, President
TOA ROAD CORPORATION
7-3-7 Roppongi, Minato City, TokyoNOTICE OF
THE 115th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 115th Annual General Meeting of Shareholders of TOA ROADCORPORATION (the “Company”) will be held as described below.
In order to avoid the risk of COVID-19 infection at this General Meeting of Shareholders, we strongly
recommend that shareholders refrain from attending the meeting and instead exercise their voting rights
in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:30 p.m. Japan time on Monday, June 28, 2021.
[Exercise of voting rights in writing]
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, andreturn it by mail so that it arrives by the cutoff time for exercise of voting rights specified above.
[Exercise of voting rights via the Internet]
For the method of exercising voting rights via the Internet, please refer to the “Procedures for Exercising
Voting Rights via the Internet” on pages 59 to 60.
If you exercise your voting rights both in writing and via the Internet, voting rights exercised via theInternet shall be treated as valid.
Response to COVID-19
Staff at the meeting venue will wear face masks as a COVID-19 preventive measure.
If you are considering attending the General Meeting of Shareholders, please check the situation regarding
the spread of COVID-19 and your health condition on the day of the General Meeting of Shareholders and, if
you do attend, you are requested to exercise due care so as to help prevent infection, including by wearing aface mask. Moreover, at the Company’s discretion, the Company may implement necessary measures at thevenue of the General Meeting of Shareholders in order to ensure the safety of shareholders and prevent
infection. Your cooperation is requested.
Seats at the venue of the General Meeting of Shareholders will be placed further apart than in previous
years, which means that fewer seats will be available. Please be advised that you may not be admitted to thevenue if all the seats are occupied.

-1-1. Date and Time:
2. Venue:

Tuesday, June 29, 2021 at 10:00 a.m. Japan time
Company Head Office
Conference Room, 7th floor
7-3-7 Roppongi, Minato City, Tokyo

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 115h Fiscal Year (April 1, 2020 - March 31, 2021) and theresults of audits by the Accounting Auditor and the Board of Corporate
Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 115th Fiscal
Year (April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven Directors
Proposal 2:
Election of One Corporate Auditor
Proposal 3:(Request) When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk on the day of the meeting.
(Notice) Any revisions to the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Consolidated Financial Statements, or the Non-Consolidated Financial
Statements will be posted on the Company’s website (https://www.toadoro.co.jp).
Moreover, various responses in light of the spread of COVID-19 will also be posted on the
Company’s website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Regarding appropriation of surplus, we hereby propose as described below.
The Company intends to enhance internal reserves in order to strengthen the corporate constitution and be
prepared for future business development. At the same time, for the returning of profits to shareholders, theCompany remains committed to maintaining a stable dividend payment level based on a comprehensive
consideration of the profit forecast over the medium term, the investment plan, cash flows, and the financial
position, among other factors.
The Company intends to utilize the internal reserves for prioritized investment for further strengthening thebusiness foundation and for future business development from a medium- to long-term perspective.
It is proposed that the year-end dividend for the fiscal year ended March 31, 2021 be paid as follows, taking
into consideration the Company’s performance for the year and future business development:
1. Matters concerning year-end dividend(1) Type of dividend property
Cash(2) Matters related to the allotment of dividend property and the total amount thereof
Per share of common stock of the Company: ¥160
(common dividend of ¥130 and commemorative dividend of ¥30)
Total amount: ¥780,148,960(3) Effective date of distribution of surplus
June 30, 2021
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be increased
General reserve:¥3,000,000,000(2) Item and the amount of surplus to be decreased
Retained earnings brought forward:¥3,000,000,000-3-Proposal 2:

Election of Seven Directors

The terms of office of all seven Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of seven Directors is proposed.
The candidates for Director are as follows:
Candidates for Director
No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981
June 2013
April 2014
April 2015

April 2016
Kyouichi Morishita(September 22, 1956)

May 2016

1

April 2017
June 2017

Joined the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division, theCompany
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Construction Department, the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Construction Department; General
Manager, Civil Engineering Department, theCompany
Director; Managing Executive Officer; General
Manager, Planning and Sales Division; General
Manager, Construction and Engineering Division;
General Manager, Construction Department, theCompany
Director; Managing Executive Officer; General
Manager, Planning and Sales Division; General
Manager, Construction and Engineering Division;
General Manager, Construction Department;
General Manager, Product Business Division, theCompany
Director; Managing Executive Officer; General
Manager, Technology Division; General Manager,
Affiliated Business Division, the Company
Representative Director, President, the Company
To present

Number ofshares of theCompany held

5,160

Responsibilities
Chairman, Internal Control Committee; Chairman, Compliance
Committee; in charge of Audit Office; in charge of Corporate Planning
Office[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Kyouichi Morishita has been mainly engaged in construction and sales
divisions and has a wealth of experience and extensive knowledge. He assumed office as Director andManaging Executive Officer in 2016. Serving as Representative Director and President since 2017, he isdemonstrating strong leadership and decisiveness in managing the Company and striving to achieve continuous
enhancement of corporate value. Therefore, the Company proposes his reelection as Director.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1983
June 2016

April 2017
June 2017

April 2018
June 2018
Satoru Horinouchi(July 5, 1959)

April 20192
April 2020

April 2021

Joined the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Engineering Department; General
Manager, Construction Department, the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Construction Department, the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Construction Department; General
Manager, Technology Division, the Company
Director; Managing Executive Officer; General
Manager, Technology Division; General Manager,
Affiliated Business Division, the Company
Representative Director; Managing Executive
Officer; General Manager, Technology Division;
General Manager, Affiliated Business Division, theCompany
Representative Director; Senior Managing
Executive Officer; General Manager, ProductBusiness Division; General Manager, Technology
Division; General Manager, Affiliated Business
Division, the Company
Representative Director; Senior Managing
Executive Officer; General Manager, Sales
Division; General Manager, Affiliated Business
Division, the Company
Representative Director; Senior Managing
Executive Officer; General Manager, Construction
Division
To present

Number ofshares of theCompany held

3,770

Responsibilities
In charge of Technology Department; in charge of Affiliated Business
Department; in charge of Safety, Environment and Quality
Department; Chairman, Workstyle Improvement Committee[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Satoru Horinouchi has been mainly engaged in construction divisions and has awealth of experience and extensive knowledge. Currently he is supervising the Company’s construction
business; technology; affiliated business; and safety, environment and quality divisions as Senior Managing
Executive Officer. Since 2016, he has been engaged in management of the Company as Director and has been
contributing to continuous enhancement of corporate value. Therefore, the Company proposes his reelection as
Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Company
General Manager, Product Department, Chugoku
Branch, the Company
General Manager, Product Department, Kanto
April 2009
Branch, the Company
April 2011
Executive Officer; General Manager, ProductDepartment, Product Business Division, theCompany
April 2013
Director; Executive Officer; General Manager,
Product Department, Product Business Division,
Hiroshi Nakamura
the Company
3,780(December 18, 1957) April 2015
Director; Managing Executive Officer; General
Manager, Hokkaido Branch, the Company
June 2015
Managing Executive Officer; General Manager,
Hokkaido Branch, the Company
April 2017Managing Executive Officer; General Manager,
Sales Division, the Company
April 2020
Managing Executive Officer; General Manager,
Product Business Division, the Company
Director, Managing Executive Officer; General
June 2020
Manager, Product Business Division, the Company
To present[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Hiroshi Nakamura has been mainly engaged in product business and sales
divisions and has a wealth of experience and extensive knowledge. Currently he is supervising the Company’s
product business division as Managing Executive Officer and General Manager of Product Business Division.
Since 2020, he has been engaged in management of the Company as Director and has been contributing tocontinuous enhancement of corporate value. Therefore, the Company proposes his reelection as Director.
April 1981
April 2006

3

Number ofshares of theCompany held

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981
April 2008
April 2009
June 2013[New Candidate]
Shizuo Fukuhara(April 15, 1958)

April 2015
April 2018
June 2020

4

Joined the Company
General Manager, General Affairs Department,
Administration Department, the Company
General Manager, General Affairs Department,
Administration Division, the Company
General Manager, General Affairs Department,
Administration Division; General Manager,
Corporate Ethics Promotion Office; General
Manager, Corporate Communications Planning
Office, the Company
Affiliated Business Department, the Company
Executive Officer; General Manager, Corporate
Planning Office, the Company
Managing Executive Officer; General Manager,
Administration Division, the Company
To present

Number ofshares of theCompany held

7,490

Responsibilities
Responsible for Affiliated Business Department; responsible forCompliance; responsible for Corporate Planning Office (secondary
responsibility); Chairman, Internal Control Committee[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Shizuo Fukuhara has been mainly engaged in administration divisions and hasa wealth of experience and extensive knowledge. Currently he is supervising the Company’s administration
divisions as Managing Executive Officer and General Manager of Administration Division and has cultivatedthe capabilities required of a Director.
The Company believes that he will execute his duties properly in the Company’s pursuit of sustainable growthand enhancement of corporate value over the medium to long term, and therefore proposes his election as
Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1991
September 2001
December 2006

Masataka Kusumi(February 17, 1968)

5

6

Joined Fujita Corporation
Joined Masasho Co., Ltd.
Joined ShinNihon & Co. (currently, Ernst & Young
ShinNihon LLC)
August 2010
Registered as Certified Public Accountant
August 2016
Representative, Masataka Kusumi CPA Office(current position)
May 2017
Auditor, Nissan Satio Hirosaki Co., Ltd. (current
position)
December 2017 Outside Director (Audit and Supervisory
Committee Member), E-Guardian Inc. (current
position)
June 2020
Director, the Company
To present[Significant concurrent positions]

Number ofshares of theCompany held

0

Representative, Masataka Kusumi CPA Office
Auditor, Nissan Satio Hirosaki Co., Ltd.
Outside Director (Audit and Supervisory Committee Member),
E-Guardian Inc.
[Reason for nomination as candidate for Outside Director and expected role]
Mr. Masataka Kusumi has a specialist perspective based on his insight and experience as a CPA andconsiderable knowledge of corporate finance, legal affairs, and tax affairs. In order to ensure validity andappropriateness of decision-making by the Board of Directors, the Company wishes him to appropriately
oversee the Company’s business execution from an independent standpoint with a specialist perspective. In
addition, the Company believes that it can receive useful advice and suggestions from him on overallmanagement and therefore proposes his reelection as Outside Director.
Assistant, Graduate School of Arts and Sciences,
April 1996
College of Arts and Sciences, The University of
Tokyo[New Candidate]
Assistant Professor, Faculty of Economics,
April 2002
Kokugakuin University0Professor, Faculty of Economics, Kokugakuin
April
2008
Yuko Tahara
University(May 21, 1967)
To present[Significant concurrent positions]
Professor, Faculty of Economics, Kokugakuin University[Reason for nomination as candidate for Outside Director and expected role]
Ms. Yuko Tahara has a specialist perspective based on her profound insight and extensive knowledge cultivatedover the years as an expert on local community issues, the aging society, and social security. In order to ensure
validity and appropriateness of decision-making by the Board of Directors, the Company wishes her toappropriately oversee the Company’s business execution from an independent standpoint with a specialist
perspective. In addition, the Company believes that it can receive useful advice and suggestions from her on
overall management and therefore proposes her election as Outside Director.
Although she has never been involved in corporate management, the Company believes that she will execute
her duties properly as an Outside Director of the Company for the reasons stated above.

-8-

No.

Name
(Date of birth)[New Candidate]
Yohei Takada(March 26, 1976)

7

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1986

Registered as attorney-at-law (member of Dai-Ichi
Tokyo Bar Association)
Takada Law Office
To present[Significant concurrent positions]0Takada Law Office[Reason for nomination as candidate for Outside Director and expected role]
Mr. Yohei Takada has a specialist perspective based on his insight and experience as an attorney-at-law andconsiderable knowledge of corporate legal affairs. In order to ensure validity and appropriateness ofdecision-making by the Board of Directors, the Company wishes him to appropriately oversee the Company’sbusiness execution from an independent standpoint with a specialist perspective. In addition, the Company
believes that it can receive useful advice and suggestions from him on overall management and therefore
proposes his election as Outside Director.
Although he has never been involved in corporate management, the Company believes that he will execute
his duties properly as an Outside Director of the Company for the reasons stated above.

Notes: 1. No special interest exists between any of the candidates and the Company.
2. Mr. Masataka Kusumi, Ms. Yuko Tahara, and Mr. Yohei Takada are candidates for Outside
Director.
3. Matters concerning the candidates for Outside Director are as follows:(1) Mr. Masataka Kusumi is an independent director as defined by the Tokyo Stock Exchange.
If this proposal is approved, Ms. Yuko Tahara and Mr. Yohei Takada will become
independent directors as defined by the Tokyo Stock Exchange.
(2) Number of years since assumption of office as the Company’s Outside Director of eachcandidate for Outside Director
Mr. Masataka Kusumi will have been in office as Outside Director for one year at theconclusion of this Annual General Meeting of Shareholders.
(3) Liability limitation agreements with Outside Directors
1) The Company has entered into an agreement with Mr. Masataka Kusumi to limit his
liability for damages pursuant to Article 423 Paragraph 1 of the Companies Act. The
amount of liability for damages in accordance with the agreement is limited to theminimum liability amount stipulated by laws and regulations.
If his reelection is approved at this General Meeting of Shareholders, the Company
intends to renew the said agreement with him.
2) If candidates for Outside Director Ms. Yuko Tahara and Mr. Yohei Takada are elected,
they will assume office as non-executive Director and the Company intends to enter
into agreements with them to limit their liability for damages pursuant to Article 423
Paragraph 1 of the Companies Act. The amount of liability for damages in accordancewith the agreements is limited to the minimum liability amount stipulated by laws andregulations.
4. The Company has entered into a directors and officers liability insurance (D&O Insurance)
contract, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurancecompany. The said insurance contract covers litigation expenses related to derivative lawsuits
and third-party litigation and incidental expenses to be borne by the insured. The Company’s
Directors (including Outside Directors) and Corporate Auditors (including Outside Corporate-9-Auditors) are the insured under the said insurance contract. The insurance premiums are fully
borne by the Company. However, liability for legal damages arising from illegal acts
including criminal acts committed by the insured is outside the scope of coverage under thesaid insurance contract.
The candidates for reelection nominated in this proposal are already the insured under thesaid insurance contract and will remain so following their reelection. The new candidates willbe the insured following their election.
The Company intends to renew the said insurance contract with the same contents at the next
renewal.

- 10 -

Proposal 3:

Election of One Corporate Auditor

Corporate Auditor Mr. Masayuki Noda will resign at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of one Corporate Auditor is proposed.
The Company has obtained the consent of the Board of Corporate Auditors regarding this proposal.
The candidate for Corporate Auditor is as follows:
Candidate for Corporate Auditor
Name(Date of birth)

Career summary, positions, and significant concurrent positions
April 1982
April 2007
April 2010
April 2014
April 2015

[New Candidate]
Yoshihiko Takeuchi(December 24, 1959)

April 2016
June 2016
April 2018
April 2020
April 2021

Joined the Company
General Manager, Administration Department,
Chubu Branch, the Company
General Manager, Administration Department,
Kanto Branch, the Company
General Manager, Administration Department,
Administration Division, the Company
General Manager, Administration Department,
Administration Division; General Manager,
General Affairs Department; General Manager,
Corporate Communications Office; General
Manager, Corporate Ethics Promotion Office, theCompany
Executive Officer; General Manager,
Administration Division, the Company
Director, Executive Officer; General Manager,
Administration Division, the Company
Director, Managing Executive Officer; General
Manager, Administration Division, the Company
Director, Managing Executive Officer; General
Manager, CSR Promotion Division, the Company
Director, Managing Executive Officer; General
Manager, Legal Affairs and ComplianceDepartment, CSR Promotion Department, theCompany
To present

Number ofshares of theCompany held

2,680

Responsibilities
In charge of Administration Division; responsible for CSR Promotion
Department[Reason for nomination as candidate for Corporate Auditor]
Since joining the Company, Mr. Yoshihiko Takeuchi has been mainly engaged in administration divisions andhas a wealth of experience and knowledge concerning finance and accounting. The Company expects that hecan perform highly effective auditing and believes that he will execute his duties as Corporate Auditor
properly, and therefore proposes his election as Corporate Auditor.

Notes: 1. No special interest exists between the candidate for Corporate Auditor and the Company.
2. Liability limitation agreement with Corporate Auditor
If candidate Mr. Yoshihiko Takeuchi is elected, the Company intends to enter into anagreement with him to limit his liability for damages pursuant to Article 423 Paragraph 1 of
the Companies Act. The amount of liability for damages in accordance with the agreement islimited to the minimum liability amount stipulated by laws and regulations.
3. The Company has entered into a directors and officers liability insurance (D&O Insurance)
contract, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurance- 11 -

company. The said insurance contract covers litigation expenses related to derivative lawsuits
and third-party litigation and incidental expenses to be borne by the insured. The Company’s
Directors (including Outside Directors) and Corporate Auditors (including Outside Corporate
Auditors) are the insured under the said insurance contract. The insurance premiums are fully
borne by the Company. However, liability for legal damages arising from illegal acts
including criminal acts committed by the insured is outside the scope of coverage under thesaid insurance contract.
The new candidate nominated in this proposal will be the insured following his election.
The Company intends to renew the said insurance contract with the same contents at the next
renewal.

- 12 -