Note: This document is a translation of a part of the original Japanese version and provided for reference purposes only. In the event of any discrepancy
between the Japanese original and this English translation, the Japanese original shall prevail.

April 25, 2023
Company: TODA CORPORATION
Representative: Seisuke Otani, President and Representative Director(Securities Code: 1860 TSE Prime Market)
Contact: Kaname Miwa, Corporate Officer, General Manager, Financial & IR Div.
(Phone: 03-3535-1357)

Notice Regarding the Receipt of a Shareholder’s Proposal
TODA CORPORATION (the “Company”) hereby announces that a shareholder’s proposal (the“Shareholder’s Proposal”) dated April 18, 2023 was received from the Company’s shareholder,
LONGCHAMP SICAV (Dalton Investments Inc as a proxy) with respect to the 100th Ordinary General
Meeting of Shareholders to be held on June 29, 2023.
The Board of Directors of the Company’s opinion on the Shareholder’s Proposal will be disclosed as soon
as it is determined after careful consideration and deliberation.
Details of the Shareholder’s Proposal※The relevant descriptions of the submitted Shareholder's Proposal are set forth in the original text.
1. Proposed Agenda
1. Acquisition of Treasury Stock
2. Outline of the Agenda and Reason for the Proposal
1. Acquisition of Treasury Stock(1) Outline of the Agenda
Pursuant to Article 156, Paragraph 1 of the Companies Act, the Company shall acquire up to 30,822,000
shares of its common stock at a total acquisition price of 21,575,400,000 yen by means of cash payment
within one year from the conclusion of the Ordinary General Meeting of Shareholders.
(2) Reason for the Proposal
The Board of Directors of the Company resolved on April 28, 2017 to repurchase up to 3,000,000 shares,representing 0.98% of the total number of shares issued and outstanding (excluding treasury stock), forthe period from June 29, 2017 to March 31, 2018, for a total maximum acquisition cost of 2.5 billion yen,
and at the 99th Ordinary General Meeting of Shareholders held on June 8, 2022, the Company set atarget of 2.5% or more in the ratio of dividends to net assets as well as 40% or more in the total return
ratio.

While the Company's implementation of measures to increase shareholder returns and improve1

capital efficiency is appreciated, the stock price remains less than P/B ratio 1, lower than the book valueof net assets, which means that the stock price is valued by the stock market lower than the liquidation
value.

Therefore, in order to improve the situation where P/B ratio below 1 and implement

management that is conscious of stock price, and to further increase shareholder returns and improve
capital efficiency, we believe that the required cash level should be presented in a form that is easy forinvestors to understand, and that measures should be adopted to continuously purchase treasury stock inan amount considered to exceed this level.

As stated in the “Action to Implement Management that is

Conscious of Cost of Capital and Stock Price” released by Tokyo Stock Exchange, Inc. on March 31,
2023, the reason for the continuous underperformance of P/B ratio is thought to be that the Company“has not achieved profitability that exceeds its cost of capital”, or that “the balance sheet does noteffectively contribute to value creation” due to cross-shareholdings policy and real estate assets.

Inorder to further increase shareholder returns and improve capital efficiency, we believe that the Companyshould adopt a policy of repurchasing approximately 10% of the total number of shares issued andoutstanding (excluding treasury stock) as treasury stock.
END2