This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any 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 arisingfrom the translation.
(Securities code: 1860)
June 8, 2022
To Shareholders with Voting Rights:
Seisuke Otani
President and Representative Director
TODA CORPORATION
7-1 Kyobashi 1-chome, Chuo-ku,
Tokyo

NOTICE OF CONVOCATION FOR
THE 99TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued supports.
We are pleased to announce that the 99th Annual General Meeting of Shareholders of TODA CORPORATION(the “Company”) will be held as described below.
You can exercise your voting rights in writing or by electromagnetic means (via the Internet, etc.). Please review
the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by
5:30 p.m. (Japan Time) on Tuesday, June 28, 2022.
1. Date and Time:
2. Place:

10 a.m. (Japan Time), Wednesday, June 29, 2022
AP Tokyo Yaesu Dori, 7F, KPP Yaesu Building
10-7 Kyobashi 1-chome, Chuo-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and results of audit
thereof for the Company’s 99th Fiscal Year (April 1, 2021 - March 31, 2022)
2. Non-consolidated Financial Statements for the Company’s 99th Fiscal Year
(April 1, 2021 - March 31, 2022)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Partial Amendments to the Articles of Incorporation
Proposal No. 3 Election of Seven (7) Directors
Proposal No. 4 Election of One (1) Audit & Supervisory Board Member
Proposal No. 5 Revision of Performance-linked Share-based Compensation System for theCompany’s Directors, etc.

1

(1)
(2)

(3)

When attending the meeting, please submit the enclosed voting rights exercise form to the reception desk. Please also bring withyou this Convocation Notice as a meeting material.
Of the documents attached to this notice of convocation for the general meeting of shareholders, “The Company’s System andPolicy” of the Business Report, Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial Statements
are provided on the Company’s website (https://www.toda.co.jp/ir/) in accordance with laws and regulations, and the provisionsof the Company’s Articles of Incorporation, hence are not provided in this convocation notice.
The Company’s System and Policy, Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial
Statements are part of Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements, whichhave been audited by the Accounting Auditor and Audit & Supervisory Board Members for the preparation of the Accounting
Auditor’s Report and Audit Report, respectively.
Any revisions to the Reference Documents for the General Meeting of Shareholders will be posted on the Company’s website(https://www.toda.co.jp/english/ir/index.html).

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1 Appropriation of Surplus
The basic policy of the Company is to make profit returns in accordance with its performance and businessenvironment, while assuring continuous, stable dividend payments to shareholders and in consideration of theamount of internal reserves essential for strengthening the competitiveness and financial strength of the Company.
To make direct profit distribution and to achieve shareholder return through medium- to long-term share priceincrease, the Company has set target for dividend on equity (DOE)* at 2.5% or more, while total return ratio is set
at 40% or more.
Under this policy, the Company proposes the appropriation of surplus as follows.
1. Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allocation of dividend property to shareholders and the total amount thereof
16 yen per share of common stock of the Company
Total amount: 4,943,257,552 yen
As a result, annual dividends per share for the fiscal year ended March 31, 2022 will be 26 yen,including the interim dividend of 10 yen.
(3) Effective date of distribution of surplus
June 30, 2022
2. Other matters concerning appropriation of surplus(1) Item of surplus to be decreased and the amount thereof
Retained earnings brought forward: 8,000,000,000 yen(2) Item of surplus to be increased and the amount thereof
General reserve: 8,000,000,000 yen*DOE = (dividends per share / year-end book value per share) × 100 (earnings per share and book value per share arecalculated on a consolidated basis)3

Proposal No. 2 Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendments
The revised provision in the provisional clause of Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) will come into force on September 1, 2022. To
prepare for the introduction of a system for providing general shareholder meeting materials in electronic
format, amendments to the Articles of Incorporation will be made as follows.
(1) The proposed amendment Article 15 [Electronic Provision System, etc.] stipulates that the Company
adopts the electronic provision system to provide information that is the content of the Reference
Documents for the General Meeting of Shareholders, etc. Said Article also includes a provision to restrict
the range of matters to be included in a paper-based document if such is delivered to a shareholder upon
his/her request.
(2) The current Article 15 [Internet Disclosure and Deemed Provision of the Reference Documents for the
General Meeting of Shareholders, etc.] will be made unnecessary when the system for providing generalshareholder meeting materials in electronic format is introduced, and therefore will be deleted.
(3) According to the above-mentioned creation and deletion of an Article, supplementary provisions will beestablished to provide for their effective dates and other matters.
2. Details of the amendments
Details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed amendments

Chapter III. General Meeting of Shareholders

Chapter III. General Meeting of Shareholders

Article 15 [Internet Disclosure and Deemed
Provision of the Reference Documents for the
General Meeting of Shareholders, etc.]
The Company may, when convening a general
meeting of shareholders, deem that the
information relating to the matters to be containedor shown in the Reference Documents for the
General Meeting of Shareholders, the Business
Report, the Non-consolidated Financial
Statements and the Consolidated Financial
Statements, is provided to shareholders by
disclosing it with a method using the Internet
pursuant to the provisions of an Order of the
Ministry of Justice.

(Deleted)(Newly established)

Article 15 [Electronic Provision System, etc.]
The Company shall adopt the electronic provisionsystem to provide information that is the content
of the Reference Documents for the General4Meeting of Shareholders, etc., when convening ageneral meeting of shareholders.
From among the information for which theelectronic provision system is adopted, theCompany may opt not to include all or part of theitems provided for by an Order of the Ministry ofJustice in a paper-based document to be delivered
to a shareholder who so requests such before thereference date for voting rights.
(Newly established)(Newly established)

Supplementary Provisions
Article 1 The amendments to Article 15 of the
Articles of Incorporation shall become effective on
September 1, 2022 (hereinafter the “date ofenforcement”), which is prescribed as the date ofenforcement of the revised provision in theprovisional clause of Article 1 of the
Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019). Provided, however, that, if the date of ageneral meeting of shareholders falls within six (6)months from the date of enforcement, Article 15[Internet Disclosure and Deemed Provision of theReference Documents for the General Meeting of
Shareholders, etc.] before amended shall remain
effective.
Article 2 The preceding and the present Article shallbe deleted upon the elapse of six (6) months fromthe date of enforcement or three (3) months fromthe date of the general meeting of shareholders in
the preceding Article, whichever comes later.

(Newly established)

5

Proposal No. 3 Election of Seven (7) Directors
The terms of office of all twelve (12) Directors will expire at the conclusion of this Meeting. Accordingly, theCompany proposes electing seven (7) Directors.
The role of the Company’s Board of Directors is to pursue sustainable development of the Toda Group and toincrease its corporate value, by finding social challenges and assessing its impact while supervising how
management resources are invested, how effectively such resources are utilized, and how such investment ismade. To enhance the supervising function of the Board of Directors, this proposal calls for a decrease in thenumber of internal Directors, thereby making Outside Directors a majority of the Board of Directors.
The candidates for Director are as below.
No.

Name

Positions and responsibilities
at the Company
Chairperson and
Representative Director
President and Representative
Director
President and Corporate
Officer
Senior Executive Officer andGroup General Manager,
Corporate Administration
Group and Senior Manager,
Investment Screening Division

Attendance at the Board of
Directors’ meeting100%(17 out of 17 meetings)

1

Masanori Imai

Reelection
Candidate2

Seisuke Otani

Reelection
Candidate3

Toshihiro Yamazaki

Newly appointed

Shunsuke Amiya

Reelection
CandidateOutside Director
Independent

Outside Director

100%(17 out of 17 meetings)

Toshihiko Itami

Reelection
CandidateOutside Director
Independent

Outside Director

100%(17 out of 17 meetings)

Outside Director

100%(17 out of 17 meetings)

4

5

6

Kumi Arakane

7

Masahiro Muroi

Reelection
CandidateOutside Director
Independent
Newly appointed
Outside Director
Independent

—

6

100%
(17 out of 17 meetings)

—

—

No.

Name

Career summary, positions, and responsibilities
April 1978
April 1999
October 2001
April 2008
August 2009

1

Masanori Imai

April 2013
June 2013

Reelection Candidate

April 2021

(July 21, 1952)

Joined the Company
Manager, Architectural Construction Work Division, Tokyo
BranchGeneral Manager, Keiji General Construction Sales Office,Osaka Branch
Corporate Officer
Branch General Manager, Osaka Branch and Executive
Officer
Corporate Officer and Vice President
President and Representative Director
President and Corporate Officer
Chairperson and Representative Director (to present)

Number ofshares of theCompany
held

15,700shares[Significant concurrent positions]
Chairman, The Associated General Contractors of Tokyo
Chairman, Japan Construction Occupational Safety and Health Association
Vice Chairman, National General Contractors Association of Japan
Co-Representative, Japan Climate Leaders' Partnership
Deputy Group Manager, Divisional Group of Construction and Real Estate,
The Tokyo Chamber of Commerce and Industry
Vice Chairperson, Ecofirst Council
Outside Director, East Japan Construction Surety Co., Ltd.

[Reasons for nomination as candidate for Director]
Mr. Masanori Imai, serving as President and Representative Director and Chairman and Representative Director, has playeda leading role in increasing the Group’s corporate value. He also engages in activities outside the Company to contribute tosolving social challenges including environmental issues. The Company renominates him as a candidate for Director so that
he will leverage his wealth of experience and broad insight, contributing to the sustainable growth of the Group throughmanagerial supervision that gives consideration to all stakeholders and the strengthening of the decision-making functionof the Board of Directors.
April 1982
Joined the Company
March 2009
General Manager, Architectural Construction Work
Division, Tokyo Branch
March 2013
Deputy General Manager, Tokyo Branch
October 2016
Branch General Manager, Chiba Branch
Seisuke Otani
April 2017
Corporate Officer
17,2002
Corporate Officer and Branch General Manager, Kanto
Reelection Candidate March 2018
sharesBranch(May 25, 1958)
March 2020
Corporate Officer in charge of Administration Group
April 2020
Executive Officer
June 2020
Director
April 2021
President and Representative Director (to present)
President and Corporate Officer (to present)[Reasons for nomination as candidate for Director]
Mr. Seisuke Otani has been responsible for the architectural construction work department over many years, accumulatinga wealth of experience and achievements in the area of architectural construction. Furthermore, he has been making
significant contributions to increasing the corporate value such as by overseeing large-scale construction projects. Since
April 2021, he has been leading the Group management as President and Representative Director. The Company
renominates him as a candidate for Director as he can be expected to contribute to forward-looking, medium- to long-term
growth strategy and to improving the corporate value.

7

No.

Name

Career summary, positions, and responsibilities

Number ofshares of theCompany
held

April 1982
March 2008
April 2015

Joined the Company
General Manager, Finacial Division, Administration Group
Corporate Officer and General Manager, Finacial Division,
Administration Group
Corporate Officer in charge of Administration Group
Toshihiro Yamazaki March 2016
March 2021
Corporate Officer and Assistant General Manager,
23,7003Management Administration Division
Newly appointed
sharesMarch 2022
Corporate Officer and Group General Manager, Corporate(July 10, 1958)
Administration Group and Senior Manager, Investment
Screening Division (to present)
April 2022
Senior Executive Officer and Group General Manager,
Corporate Administration Group and Senior Manager,
Investment Screening Division (to present)[Reasons for nomination as candidate for Director]
Mr. Toshihiro Yamazaki has been responsible for finance department over many years, accumulating a wealth of experienceand achievements in all aspects of financial matters in relation to corporate management. He has contributed to many
investment development and promoted strategic business by leveraging his high level of expertise in finance. The Company
nominates him as a candidate for Director as it believes that he is suitable for executing further growth investment and tostrengthen financial strategy.
July 1998
Board Member, NIPPON TELEGRAPH AND
TELEPHONE CORPORATION
July 1999
Senior Vice President, NTT Communications Corporation
Shunsuke Amiya
June 2002
Executive Vice President
Reelection Candidate June 2004
Senior Executive Vice President, NTT COMWARE
7,700
CORPORATION
4
OutsidesharesJune 2008
Full-time Audit & Supervisory Board Member, NIPPONTELEGRAPH AND TELEPHONE CORPORATION
Independent
June 2012
Chairman, Information and Telecommunication Equipment(June 12, 1946)
Constructor’s Association
June 2014
Director, the Company (to present)[Reasons for nomination as candidate for Outside Director and expected roles]
Mr. Shunsuke Amiya has a wealth of experience and a high degree of insight as a corporate manager. We expect that he willappropriately supervise management by providing to-the-point proposals and advice at the meetings of the Board of
Directors from an objective standpoint independent of the management team involved in the execution of duties. The
Company renominates him as Outside Director as it believes that he can largely contribute to the corporate governance of
the Company.

8

No.

Career summary, positions, responsibilities
and significant concurrent positions

Name
April 1980
April 2005
June 2010
Toshihiko Itami
Reelection Candidate

5

July 2012
July 2014

OutsideDecember 2015

Independent

November 2016

(September 2, 1953)

March 2018
June 2018
June 2018
June 2020

Appointed Public Prosecutor, Tokyo District Public
Prosecutors OfficeDirector-General, Public Security Bureau, Tokyo District
Public Prosecutors OfficeDirector, General Affairs Department, Supreme Public
Prosecutors Office
Chief Prosecutor, Tokyo District Public Prosecutors Office
Deputy Prosecutor-General, Supreme Public Prosecutors
OfficeSuperintending Prosecutor, Osaka High Public Prosecutors
OfficeRegistered as an Attorney at Law
Advisor, Nagashima Ohno & Tsunematsu (to present)
Audit & Supervisory Board Member, THE HOKKOKUSHIMBUN CO., LTD.
Outside Director, Seven Bank, Ltd. (to present)
Director, the Company (to present)
Outside Director (Audit & Supervisory Committee
Member), JP-HOLDINGS, INC. (to present)

Number ofshares of theCompany
held

600
shares[Reasons for nomination as candidate for Outside Director and expected roles]
Mr. Toshihiko Itami has served in prominent positions including Chief Prosecutor of Tokyo District Public Prosecutors
Office, Deputy Prosecutor-General of Supreme Public Prosecutors Office and Superintending Prosecutor of Osaka High
Public Prosecutors Office, before engaging in corporate governance, corporate crisis management and corporate compliancematters as an attorney at law, and possesses a wealth of experience and a high level of expertise. The Company renominates
him as Outside Director as we expect that he will provide appropriate advice and proposals concerning the management of
the Company from an objective standpoint independent of the management team involved in the execution of duties.
While he has never been involved in corporate management other than as an outside director/auditor, the Company believes
that he can appropriately execute the duties of an Outside Director based on the above reasons.
April 1981
Joined KOBAYASHI KOSÉ COMPANY LIMITED(currently KOSÉ Corporation)
March 2002
Senior Chief Researcher, R&D Headquarters Advanced
Cosmetic Research Laboratories
March 2004
General Manager, Product Development Dept., Marketing
Headquarters
March 2006
Executive Officer, Deputy Director-General of Marketing
Kumi Arakane
Headquarters and General Manager of ProductDevelopment Dept.
Reelection Candidate March 2010
General Manager, R&D Laboratories
1,300
March 2011
General Manager, Quality Assurance Dept. (Marketing
6
OutsidesharesSupervisor-General)
June 2011
Director (in charge of Quality Assurance Dept., Customer
Independent
Service Center, Purchasing Dept., and Product Designing(July 4, 1956)
Dept.)
June 2017
Audit & Supervisory Board Member
March 2019
Outside Audit & Supervisory Board Member, Kubota
Corporation
March 2020
External Director, Kagome Co., Ltd. (to present)
June 2020
Director, the Company (to present)
March 2021
Outside Director, Kubota Corporation (to present)[Reasons for nomination as candidate for Outside Director and expected roles]
Ms. Kumi Arakane has a wealth of experience and insight in corporate management, including being involved in theexecution and supervision of management as a director and person in charge of corporate R&D, product development, andquality assurance as a doctor of pharmacology. The Company renominates her as Outside Director as we expect that she
will provide to-the-point proposals and advice at the meetings of the Board of Directors from an objective standpoint
independent of the management team involved in the execution of duties.

9

No.

Career summary, positions, responsibilities
and significant concurrent positions

Name
April 1978
January 1988
June 2000
April 2002
April 2004
Masahiro Muroi

April 2008

Newly appointed
7

OutsideApril 2009

Independent(July 13, 1955)

April 2013
April 2015
June 2016
June 2017
June 2018
June 2020

Joined the Nomura Computer Systems Co., Ltd.
The Nomura Research Institute, Ltd. And the Nomura
Computer Systems Co., Ltd. Merge
Director and Group General Manager, Planning andBusiness Division, EC Knowledge Solution Division,
Knowledge Solution Group
Director and Executive Officer, Senior Manager, e-Solution
Division
Director and Executive Officer, Senior Manager,
Planning/PR/ IR/HR/HR Development/Security
Management and Creative Innovation Center
Director and Senior Executive Officer, Senior Manager,
Investigation & Creation Center, Headquarter Organization
management
Representative Director
Senior Executive Officer, Senior Manager, Headquarter
Organization Governing Division
Representative Director and Executive Vice President,
Senior Management, Headquarter Organization Division,
Quality and Innovative Production Division
Director, Vice Chairman & Chair, Board of Directors
Independent Outside Director, Ryoden Corporation (topresent)
Independent Outside Director, MARUI GROUP CO., LTD.
Auditor, The Norinchukin Bank (to present)
Audit & Supervisory Board Member, NOCHUINFORMATION SYSTEM CO., LTD. (to present)

Number ofshares of theCompany
held

0shares[Reasons for nomination as candidate for Outside Director and expected roles]
Mr. Masahiro Muroi has served as Representative Director of a major private think tank, accumulating a wealth ofexperience in and insight into corporate management and high expertise in IT. The Company nominates him as Outside
Director as we expect that he will provide effective advice that will help improve the efficiency of business operation while
supervising the Company’s overall management.

10Notes: 1. There is no special interest between any of the candidates and the Company.
2. The numbers of shares of the Company held are the numbers of shares substantially held, which include eachcandidate’s shareholding in Toda Corporation Officers’ Shareholding Association.
3. Mr. Shunsuke Amiya, Mr. Toshihiko Itami, Ms. Kumi Arakane and Mr. Masahiro Muroi are candidates for Outside
Director. They are designated as candidates for independent directors as stipulated by the rules of the Tokyo Stock
Exchange and notified thereof to the Exchange.
4. Mr. Shunsuke Amiya, Mr. Toshihiko Itami and Ms. Kumi Arakane currently serve as Outside Director of theCompany. At the conclusion of this General Meeting of Shareholders, Mr. Shunsuke Amiya will have served as
Outside Director for eight years, Mr. Toshihiko Itami will have served as Outside Director for four years, and Ms.
Kumi Arakane will have served as Outside Director for two years.
5. Mr. Shunsuke Amiya served as Board Member of NIPPON TELEGRAPH AND TELEPHONE CORPORATION
and Senior Vice President of NTT Communications Corporation. The amount of each of the two companies’
construction transactions with the Company in the fiscal year ended March 31, 2022 was less than 0.1% of theCompany’s net sales.
6. Although Ms. Kumi Arakane served as Executive Officer, Director, and Audit & Supervisory Board Member of
KOSÉ Corporation until June 2019, she is not currently involved in the execution of KOSÉ Corporation’s business.
In addition, the amount of KOSÉ Corporation’s construction transactions with the Company in the fiscal year ended
March 31, 2022 was less than 0.1% of the Company’s net sales.
7. Mr. Masahiro Muroi served as Member of the Board and Representative Director of Nomura Research Institute,Ltd. The amount of Nomura Research Institute, Ltd.’s construction transactions with the Company in the fiscal year
ended March 31, 2022 was less than 0.1% of the Company’s net sales.
8. To recruit talented people as Outside Directors of the Company, the Company stipulates in its Articles ofIncorporation that it can enter into contracts with Outside Directors that limit the liability for damages to theCompany to the minimum amount stipulated in laws and regulations. The Company has concluded this limited
liability contract with Outside Director candidates, Messrs. Shunsuke Amiya, Toshihiko Itami and Ms. Kumi
Arakane. The contracts will be retained if the reelection of the above three candidates is approved. If the election ofcandidate for Outside Director, Mr. Masahiro Muroi, is approved, the Company plans to conclude the limited
liability contract with him as well.
9. The Company has entered into a directors and officers liability insurance contract with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers damages,
litigation expense to be borne by the insured, in the event of a claim for damages caused by an act (including
nonfeasance) in the course of their duties as directors and officers. However, the said insurance contract is notapplicable to damages, etc. to directors and officers themselves who commit criminal acts or illegal acts
deliberately, and measures are taken in order to prevent the impairment of the appropriateness of execution of duties
by directors and officers. The insurance premiums are fully borne by the Company. The scope of the insured under
the said insurance includes the directors, audit & supervisory board members, executive officers and managerial
employees of the Company. If this proposal is approved as originally proposed, and candidates are reappointed, they
will be insured under the said insurance contract. The Company plans to renew the said insurance contract with thesame contents during their terms of office.
10. Ms. Kumi Arakane’s name in the family register is Ms. Kumi Kameyama.

11

Proposal No. 4 Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member, Mr. Atsushi Ouchi, will expire at the conclusion ofthis Meeting. Accordingly, the Company proposes to elect one (1) Audit & Supervisory Board Member.
The candidate for Audit & Supervisory Board Member is as below.
This Proposal has been approved by the Board of Audit & Supervisory Board Member in advance.

Name

Career summary and positions
April 1980
March 2009
March 2013
April 2015

Hidemi Wakabayashi
Newly appointed(August 27, 1956)

March 2016
March 2019
September 2019
April 2021

Joined the Company
General Manager, Administrative Division of Kanto Branch
Assistant General Manager, Tokyo Branch
Corporate Officer
Assistant General Manager, Tokyo Branch and General Manager,
Administrative Division of Metropalitan Area Civil Engineering
BranchAssistant General Manager, Tokyo Branch and Deputy General
Manager, Metropalitan Area Civil Engineering Branch
Assistant General Manager, Tokyo Branch and Manager,
Administrative Management Office of Administrative GroupManager, Administrative Management Office of AdministrativeGroup
Advisor (to present)

Number ofshares of theCompany
held

6,900
shares[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Mr. Hidemi Wakabayashi was in charge of general affairs and accounting for a long time, contributing to the operational
efficiency as manager of the Administrative Management Office. Based on his experience and knowledge, the Company
believes that he can supervise the Company management appropriately to enhance the Group’s corporate value on asustainable basis. The Company therefore nominates him as candidate for Audit & Supervisory Board Member.
Notes: 1. There is no special interest between candidate Mr. Hidemi Wakabayashi and the Company.
2. The numbers of shares of the Company held are the numbers of shares substantially held, which include eachcandidate’s shareholding in Toda Corporation Officers’ Shareholding Association.
3. To recruit talented people as Audit & Supervisory Board Member of the Company, the Company stipulates in its
Articles of Incorporation that it can enter into contracts with Audit & Supervisory Board Members that limit theliability for damages to the Company to the minimum amount stipulated in laws and regulations. The Company
plans to conclude this limited liability contract with Audit & Supervisory Board Member candidate, Mr. Hidemi
Wakabayashi, upon approval of his election.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers damages,
litigation expense to be borne by the insured, in the event of a claim for damages caused by an act (including
nonfeasance) in the course of their duties as directors and officers. However, the said insurance contract is notapplicable to damages, etc. to directors and officers themselves who commit criminal acts or illegal acts
deliberately, and measures are taken in order to prevent the impairment of the appropriateness of execution of duties
by directors and officers. The insurance premiums are fully borne by the Company. The scope of the insured under
the said insurance includes the directors, corporate auditors, executive officers and managerial employees of theCompany. If this proposal is approved as originally proposed, the candidate will be insured under the said insurance
contract. The Company plans to renew the said insurance contract with the same contents during the terms of office.

12

Toshihiro Yamazaki
Shunsuke Amiya

〇

〇

〇
〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

Audit & Supervisory Board Members〇〇

Junko Nishiyama

〇

〇

〇

〇

〇

Environment/
EnergyICT/DX〇Technology
development

Global businesses

Human resources
strategy〇〇

HidemiWakabayashi
Keiichiro
Maruyama
Fumio Sato
Note:

Legal/Riskmanagement

Shunji Momoi

Finance/
Accounting

Management
strategyMarketingCorporate
management

Expected expertise, experience and skills

Name

Committee〇〇

Toshihiko Itami
Masahiro Muroi

〇

〇

〇

Kumi Arakane

Environment/
Energy〇ICT/DX〇Technology
development

Seisuke Otani

Global businesses〇

Legal/Riskmanagement〇

Human resources
strategyManagement
strategyMarketingMasanori Imai

Name

Finance/
Accounting

Corporate
management

Expected expertise, experience, and skills

Personnel andCompensation Advisory(Reference) Management structure if Proposals No. 3 and 4 are approved
Directors

〇

〇

〇

〇

The above shows up to three specialties in which each candidate is particularly expected to possess expertise,
experience and skills. It is not meant to show all skills of each candidate.

13

Proposal No. 5 Revision of Performance-linked Share-based Compensation System for the Company’s
Directors, etc.
The Company introduced a performance-linked share-based compensation system targeted at Company’s
Directors and Executive Officers who conclude an entrustment contract with the Company (excluding Outside
Directors and non-residents of Japan) (the “System”) upon the approval at the 93rd Annual General Meeting of
Shareholders of the Company held on June 29, 2016.
The term of the three (3) fiscal years (starting from the period ended March 31, 2020 to the period ended March
31, 2022) covered by the System was over. Accordingly, the Company asks the shareholders of the Company toapprove a continuation of the System on and after the period ending March 31, 2023 as well as a partial revision of
the System.
We request the shareholders of the Company approve this proposal, separately from the amount of compensation
to Directors (within 600 million yen per year, of which 100 million yen or less to Outside Directors), which wasapproved at the 97th Annual General Meeting of Shareholders of the Company held on June 25, 2020.
In order to promote a sustainable growth over the medium-to-long term, the Company has decided to revise its
compensation system to increase the proportion of share-based compensation, with the aim to raise awareness of
medium-term performance improvement and long-term corporate value enhancement. Please refer to the pages 47
through 51 of this Notice of Convocation for the 99th Annual General Meeting of Shareholders for the summary of
the revision of the compensation system. The Company believes the continuation and revision of the System isappropriate because it is in line with the Company’s basic concept of the compensation for Directors.
This revision of the System is proposed to the Meeting after a thorough deliberation at the Personnel andCompensation Committee.
The number of the eligible Directors for the System shall be seven (7) (including four (4) Outside Directors), if
the Proposal No. 3 is approved as originally proposed. As described above, Executive Officers are also eligible for
the System (as of the issuance of this Notice, there are twenty-nine (29) Executive Officers who have concluded an
entrustment contract with the Company and who do not concurrently serve as Directors covered by this System),and the compensation under the System also includes the compensation to Executive Officers. However, given that
there is a chance for such Executive Officers to assume the position of Director during the target period of the trust
which is defined in 2 below, this proposal asks the shareholders to approve the whole compensation under the
System as compensation to Directors, etc.
1. Partial Revision of the System(1) Details of the revision of the System
Regarding the System for which the trust period is set to expire on September 30, 2022, the Company willcontinue the System by revising a trust contract, and making additional contributions to the trust to extend the trust
period by three (3) years. Subject to approval of the General Meeting, the following changes will be made to theconventional System for its continuation. Except for the matters described below, the System as described in the
Notice of the 93rd Annual General Meeting of Shareholders will be maintained.
The System is a share-based compensation system where the amounts of compensation to Directors, etc.,
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contributed by the Company are used to acquire the shares of the Company via a trust company, and such sharesand the amount equivalent to the cash converted from shares of the Company (the “Shares of the Company, etc.”)
are delivered/paid to Directors, etc. (“delivered/paid” or “deliver/pay”) (details are presented in 2 below andthereafter.)(2) Revisions to the System
Item

Before Revision

After Revision

Target beneficiaries of the

The Company’s Directors and

The Company’s Directors and the

SystemExecutive Officers (excluding Outside

Executive Officers who conclude an

Directors and non-residents of Japan)

entrustment contract with thewho conclude an entrustment contract

Company (excluding non-residents ofwith the Company

Japan; hereinafter “the Directors,etc.”)* Considering the function of Outside
Directors to not only supervise but
also provide advice to the
management from the perspective of
increasing the Company’s medium- tolong-term corporate value, Outside
Directors are subject to the System.
However, they will be paid only thepart not linked to businessperformance because they do not
engage in the execution of business.

Upper limit of money

245 million yen in total for three (3)1,400 million yen in total for three (3)contributed by the Company

fiscal years

fiscal years (including 15 million yen
for Outside Directors)

Upper limit of the number ofUpper limit of the total number ofUpper limit of the total number of

Shares of the Company to be

points per year: 140,000 points

points per year: 800,000 points

acquired by the Directors,(140,000 shares)(800,000 shares)(including 8,600 points (8,600 shares)etc.

for Outside Directors)

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Item

Before Revision

After Revision

Method of calculating theAt certain timing each year, points

The points issued to the Directors,

Shares of the Company, etc.,

calculated based on the position andetc., shall be calculated based on two

to be acquired by thethe degree of attainment of thefactors: performance-linked factors

Directors, etc.

Company’s business performance

aimed at raising motivation totargets for the year are issued, and theincrease the medium-term businessissued points are accumulated eachperformance, and non-performance-

year until the Directors, etc., retire

linked factors aimed at raisingfrom office, when shares of theawareness to increase the corporate

Company, etc., according to thevalue over the long term.

accumulated number of points are

The points based on the performance-

delivered/paid to them.

linked factors are issued according to
the position of each beneficiary at
certain timing each year, and shares of
the Company, etc., are delivered/paid
according to the number of points
calculated based on the degree ofattainment of the Company’s businessperformance targets three (3) years
after the issuance.
The points based on the nonperformance-linked factors are issued
according to the position of eachbeneficiary at certain timing eachyear, and the issued points areaccumulated each year until the
Directors, etc., retire from office,when shares of the Company, etc.,
according to the accumulated numberof points are delivered/paid to them.

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Item

Before Revision

After Revision

Criteria for the achievement

There is a range of variation from 0 to

There is a range of variation from 0 toof business targets

157.5% according to the degree of

165.0% according to the degree ofattainment of the Company’s businessattainment of the targets of theperformance targets for each fiscal year

companywide performance evaluation(of consolidated net sales, consolidated(consolidated net sales, consolidated

operating income, consolidated profit

operating income and ROE) and thefor the year attributable to owners of

ESG evaluation (CO2 emissions and athe parent and CO2 emissions).

frequency rate*).

Percentage of the amount

Shares of the Company equivalent toShares of the Company equivalent toequivalent to the cash

80% of the points issued (shares less

50% of the points issued (shares lessconverted from shares of thethan one unit are disregarded) arethan one unit are disregarded) are

Company

delivered, while the remaining sharesdelivered, while the remaining sharesare converted to cash by the trust andare converted to cash by the trust andthe amount equivalent to the cash is

the amount equivalent to the cash is

paid to the beneficiary.

paid to the beneficiary.

*A frequency rate: number of occupational accidents (four (4) days or more of absence) / total working hours (one (1) million
hours)

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2. Amounts and Details of Compensation under the System(1) Details of the System
1) Those who are eligible for the grant of
the Shares of the Company, etc.
according to this proposal
2)



The Company’s Directors and Executive Officers(excluding non-residents of Japan) who conclude an
entrustment contract with the Company

Effect of the Shares of the Company under the System on the total number of outstanding shares

Upper limit of money contributed by theCompany
Upper limit of the number of Shares of theCompany to be acquired by the Directors,
etc., and method of the acquisition of the
Shares of the Company







3)

Criteria for the achievement of businesstargets



4)

Timing of the grants of the Shares of theCompany, etc. to Directors, etc.

1,400 million yen in total for three (3) fiscal years(including 15 million yen for Outside Directors)
Upper limit of the total number of points where Directors,
etc. can be granted per year is 800,000 points (800,000
shares)(including 8,600 points (8,600 shares) for Outside
Directors)
The number of Shares of the Company, etc. to bedelivered/paid represents about 0.26% of the total numberof outstanding Shares of the Company (as of March 31,
2022)
The Shares of the Company are to be acquired through thestock markets or the Company (disposal of treasury stock)
The number of the points to be granted varies dependingon the degree of attainment of the targets of the companywide performance evaluation (consolidated net sales,
consolidated operating income and ROE) and the ESG
evaluation (CO2 emissions and a frequency rate).
For the performance-linked compensation, the Shares of
the Company, etc. are delivered/paid after three (3) yearsof the grant of points
For the non-performance-linked compensation, in
principle, the Shares of the Company, etc. aredelivered/paid after the retirement(2) Upper limit of money contributed by the Company
The Company sets the System’s target period to be successive three (3) fiscal years from the fiscal year ending
March 31, 2023 to the fiscal year ending March 31, 2025 (the “Target period”). If the trust period below is
extended, the Target period shall be each period of three (3) fiscal years thereafter. The Company contributes up toa total of 1,400 million yen (including 15 million yen for Outside Directors) per Target period as compensation to
Directors, etc., and establishes a trust with a three (3) year trust period where Directors, etc., satisfying beneficiary
requirements become the beneficiary of the trust (the “Trust”) (including the extension of the trust period describedin paragraph 2 of this section (2); the same applies hereinafter). The Trust will acquire the Shares of the Company
through the stock markets or the Company (disposal of treasury stock) by using money contributed by theCompany as a source of funds, in accordance with the instructions of a trust administrator. The Company will
grant points to Directors, etc. (as described in (3) below) and deliver/pay the Shares of the Company during thetrust period.
At the expiry of trust period of the Trust, the Company may continue the Trust by revising a trust contract andmaking additional contributions to the Trust, instead of establishing a new trust. In such cases, the trust period of
the Trust shall be extended for the same period as the initial trust period, and the three (3) fiscal years following
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the extension of the trust period shall be a Target period. For each extended trust period, the Company will makeadditional contributions within the maximum amount of the trust money approved by this 99th Annual General
Meeting of Shareholders. The Company will continue to grant points and deliver/pay the Shares of the Company
to Directors, etc., during the extended trust period. However, in the case of making such additional contributions, if
there is any remaining Share of the Company (excluding the Shares of the Company, etc. corresponding to thepoints granted to Directors, etc., that have not yet been delivered/paid) and money contributed in the trust assets(the “Remaining shares, etc.”), the total amounts of the Remaining shares, etc., and the additional trust money to
be contributed shall be within the maximum amount of the trust money that is to be approved and resolved at this
99th Annual General Meeting of Shareholders.
At the end of the trust period, if there are any directors who have a chance to satisfy the beneficiary
requirements, we don’t grant points to them any longer, but we may extend the trust period with a certain limited
time until the Shares of the Company, etc. will be delivered/paid to the Directors, etc.
(3) Method of calculating the Shares of the Company, etc., to be acquired by the Directors, etc., and upper limit
thereofThe number of Shares of the Company, etc. to be delivered/paid to Directors, etc., shall be composed of thefollowing two types of compensation: performance-linked compensation aimed at offering incentives to enhancemedium-term business performance, and non-performance-linked compensation aimed at raising awareness toincrease corporate value over a long term. At certain period of time each year, the points for the performancelinked compensation are issued based on the position of the eligible Directors, etc. Then, three (3) years after theissuance of the points, the Shares of the Company, etc., will be delivered/paid in accordance with the number ofpoints calculated based on the degree of attainment of the Company’s business performance targets. At certain
period of time each year, the points for the non-performance-linked compensation are issued based on the positionof the eligible Directors, etc. The vested points shall be accumulated each year, and at the time of retirement fromthe position as Director, etc., the Share of the Company, etc. shall be delivered/paid in accordance with theaccumulated points. The performance-linked factors used to calculate individual points include the company-wide
performance evaluation (consolidated net sales, consolidated operating income and ROE) and the ESG evaluation(CO2 emissions and a frequency rate), which vary between 0% and 165.0% depending on the degree ofachievement. Outside Directors receive non-performance-linked compensation only, as they are responsible forsupervising the company management to determine whether the business execution is appropriate from an
objective standpoint, while they do not engage in the business execution. One (1) point shall be equivalent to one(1) share. If the number of Shares of the Company which belong to the Trust increases or decreases as a result of astock split, an allotment of shares without contribution or a reverse split, the Company shall adjust the number of
the Shares of the Company, etc. to be delivered/paid per one (1) point, in proportion to the ratio of such increase or
decrease.
Upper limit of the total number of points where Directors, etc., can be granted per year is 800,000 points(800,000 shares) (including 8,600 points (8,600 shares) for Outside Directors).
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(4) Timing and method of the Shares of the Company, etc. to be delivered/paid to Directors, etc.
The Directors, etc., who satisfy the beneficiary requirements shall receive the number of Shares of the Company
calculated in accordance with (3) above: for the performance-linked compensation, three (3) years after the grantof points; for the non-performance-linked compensation, upon retirement of the Directors, etc., respectively. Insuch case, the Directors, etc., will receive the Shares of the Company equivalent to 50% of the points issued(shares less than one unit are disregarded), while the remaining shares are converted to cash by the Trust and themonetary amount equivalent to the converted value of the Share of the Company shall be paid. In the event of thedeath of Directors, etc. during their term of office, the Shares of the Company corresponding to the accumulated
number of points at the time of their death will, in principle, be converted to cash by the Trust, and the monetaryamount equivalent to the converted value of the Share of the Company is paid to the heir of the Directors, etc.;
provided that the assessment of the business performance for the performance-linked compensation shall not be
conducted.
(5) Clawback clauseIn the event of serious misconduct, violation or other such incident by Directors, etc., arise, the Company may
forfeit or expropriate the Directors’ rights to receive the Share of the Company, etc., under the System (malus), or
may seek return of money equivalent to the Shares of the Company, etc., that have been delivered/paid (clawback).
(6) Voting Rights Related to the Shares of the Company under the Trust
Voting rights related to the Shares of the Company under the Trust shall not be exercised during the trust period
to ensure the neutrality of the Company management.
(7) Other details of the System
Other details of the System shall be determined by the Board of Directors each time the Trust is established, thetrust contract is amended, and additional contributions are made to the Trust.
Note:

For the details of the System, please see the “Notice of Continuation and Partial Revision of the PerformanceLinked Share-based Compensation System for the Company’s Directors and Executive Officers” dated on May 13,
2022, “Notice of Continuation and Partial Revision of the Performance-Linked Share-based Compensation System
for the Company’s Directors and Executive Officers” dated on May 14, 2019, and “Notice of Introducing the
Performance-linked Share-based Compensation System for the Company’s Directors and Executive Officers” datedon May 13, 2016.

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(Reference) Details of the Company’s new compensation system for Directors
The Company’s compensation system for Directors aims to promote operating performance and corporate value
over the medium-to-long term and raise management awareness of shareholders’ interests, while maintaining alevel of compensation enough to secure and retain management human resources. The compensation is decided at
the Board of Directors’ meeting after the deliberations at the Personnel and Compensation Committee, which iscomposed mainly of Outside Directors.
During the fiscal year ended March 31, 2022, the Personnel and Compensation Committee held its meeting six(6) times in total to discuss personnel matters for Directors and Executive Officers, etc., as well as a newcompensation system to Directors. Based on the deliberations, the Board of Directors has resolved to revise its
compensation system for Directors for the fiscal year ending March 31, 2023 and thereafter. In this revision, theCompany will review the level of compensation and compensation mix, and offer reasonable incentives to
Directors by way of annual bonus and share-based compensation, taking their responsibilities and expected roles
into account.
1. Basic approach to compensation for Directors


Under the Toda Group Global Vision, A corporate group that realizes “joys”, the compensation systemshall incorporate the interests of various stakeholders and contribute to a sustainable growth over the
medium-to-long term.



In order to maximize the value of the company as a whole, the compensation structure shall offer
incentives to drive an appropriate growth of each business from a viewpoint of total optimization.



The compensation design shall ensure the transparency and reasonableness of the decision-making
process.

2. Compensation mix and level
The following table shows the compensation mix if the Proposal No. 5 is approved at this Annual General Meetingof Shareholders. The compensation level shall be set at a level appropriate in comparison with listed companies ofsimilar size in Japan.

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Note:

The figures in the “After revision” indicate the percentage of the compensation if the basic compensation is 1.0.
The internal Directors who do not concurrently serve as Executive Officer, as well as Outside Directors, play a roleof supervising the management of the Company and offering advice and knowledge to enhance long-term corporate
value. To ensure that the compensation system aligns with this expected role, non-performance-linked share-based
compensation will be provided to them.
The compensation mix for Corporate Auditors remains unchanged after the revision of the System.

After the revision, the Company increases particularly the proportion of the share-based compensation to raiseawareness of the medium-term performance improvement and the long-term corporate value enhancement. The
compensation mix for President and Representative Directors is revised as follows, if the Proposal No. 5 isapproved at this Annual General Meeting of Shareholders.

3. Details of and limits for Compensation
The following table shows the details of and corresponding limits for compensation if the Proposal No. 5 isapproved at this Annual Meeting.

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4. Compensation decision process
The Board of Directors decides the amount of compensation to Directors of the Company within the compensation
limits determined at the Annual General Meeting of Shareholders, after the deliberations at the Personnel andCompensation Committee, which is composed of mainly Outside Directors. The Personnel and Compensation
Committee deliberated the details of this compensation revision several times, including the basic concept ofcompensation to Directors and the details of the compensation system, based on the advice provided by theexternal professional organizations. Then, the revision was determined by the Board of Directors.
In the case that exceptional measures are needed in evaluating such as business performance, the Company may
take necessary measures based on deliberations at the Personnel and Compensation Committee and a resolution of
the Board of Directors. In the event of serious misconduct, violation or other such incident by Directors, theCompany may seek a reduction or return of compensation based on deliberations at the Personnel andCompensation Committee and a resolution of the Board of Directors.
The compensation for Audit & Supervisory Board Member are determined based on deliberations among Audit &Supervisory Board Member.

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