Note: This document is a translation 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 5, 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 Concerning Transfer of Shares of a Specified Subsidiary
TODA CORPORATION (hereinafter referred to as the "Company") hereby announces that at the Board of Directors
Meeting held on April 5, 2023, the Company has resolved to transfer all shares (holdings) of Construtora Toda doBrasil S.A. (hereinafter referred to as "TBC"), a subsidiary of the Company in the Federative Republic of Brazil, toVirgo Fundo de Investimento em Participacoes Multiestrategia (hereinafter referred to as "Virgo") as below.

1. Reason for the Transfer of Shares
Our group established TBC in the Federative Republic of Brazil in 1973 and has been involved in overseas
construction business. However, in light of the economic downturn in Brazil in recent years, we have been
considering withdrawing from the country, including the possibility of selling TBC. Recently, we have been indiscussions with Citycon Engenharia e Construcoes Ltda. (hereinafter referred to as "Citycon") as a potential buyer,
and it has been decided that the transfer to a private equity fund (Virgo) in which two investors from Citycon, Mr.
Joao Carlos Farah and Mr. Renato Joao Farah, as well as Mr. Antonio Carlos Petrillo, an employee of Citycon,
invest, is considered the best course of action for the Company.
2. Overview of the Specified Subsidiary Being Transferred
(1)

Name

Construtora Toda do Brasil S.A.

(2)

Address

04001-902 Rua Manuel ㍲ Nobrega,1280-3゜Andar
Sao Paulo S.P. Brazil(3)

Representative

Chisato Oikawa, Diretor Presidente(4)

Business

General construction(5)

Capital101,019 thousand BRL (26,540 million JPY)

(6)

Year of Establishment

April 1973

(7)

Major Shareholders andShareholding Ratio

The Company: 100％(8)

Relationship between the Company Capitaland the Subsidiary
Relationship

Wholly owned subsidiary of the Company.

PersonnelRelationshipOur employee currently serves as a directorof the Subsidiary but will resign due to thetransfer of shares.

- 1 -Transactional
Relationship

Not applicable.

Status as a Related Not applicable.
Party(9)Financial Situation and Operating Results for the Past Three Years

Fiscal Year Ending

December 2019

Thousands of BRL
Millions of JPY
unless otherwise noted.

December 2020

December 2021

Net assets

26,076
685

4,803
126

(44,512)(1,169)Total assets

51,181
1,345

62,002
1,629

26,847705

275

013(4)
(128)

Sales

176,383
4,530

143,075
3,760

103,451
2,718

Operating profit or loss

(21,300)(559)(20,297)(533)(45,727)(1,201)

Net income or loss

(19,832)(521)(21,288)(559)(104,316)(2,741)

Earnings or loss per share BRL
JPY

(2)
(57)

(2)
(61)

(11)
(300)

Dividends per share－－－－－－Net assets per share

BRL
JPY

BRL
JPY

3. Overview of the Transfer Counterparty
(1)

Name

Virgo Fundo de Investimento em Participacoes Multiestrategia(2)

BusinessInvestment(3)

Total Investment Amount 20 million BRL (525 million JPY)

(4)Year of Establishment(5)

Major Shareholders and Joao Carlos Farah
Shareholding Ratio
Renato Joao Farah
Antonio Carlos Petrillo
The ownership ratios of each shareholder have not been disclosed by theCounterparty.

(6)

Relationship between the There are no capital, personnel, or transactional relationships to bedisclosed between the Company, its affiliates, and the Counterparty.
Company and theFurthermore, there are no relevant matters to report to any related parties.
Counterparty(7)

Financial Situation and Operating Results for the Past Not applicable.
Three Years

March 2023

(Reference) Overview of the Agent for the Transfer of Shares
(1)

Name

Citycon Engenharia e Construcoes Ltda.

(2)

Address

Rua Correia de Oliveira, 48, Vila Nova Conceicao, Sao Paulo S.P. Brazil(3)

Representative

Joao Carlos Farah, CEO(4)

Business

General construction- 2 -(5)Capital18 million BRL (478 million JPY)

(6)

Year of Establishment

June 1994(7)

Major Shareholders and Joao Carlos Farah 50%
Shareholding Ratio
Renato Joao Farah 50％(8)Relationship between the There are no capital, personnel, or transactional relationships to be disclosed
Company and the Agent between the Company, its affiliates, and the Agent. Furthermore, there are
no relevant matters to report to any related parties.

(9)

Financial Situation and Operating Results for the Past Three Years

Fiscal Year Ending

December 2020

Thousands of BRL
Millions of JPY
unless otherwise noted.

December 2021

December 2022

Net assets

18,345482

18,412483

20,809546

Total assets

30,632805

32,462853

30,726807

1,007
26,4891,011
26,586

1,143
30,04812,467327

21,874574

18,972
498

Operating profit

654
17208
51,74445Net income

67
167
1

1,306
34

Net asset per share

BRLJPYSales

Net income per share

BRLJPY397

396

71
1,885

Dividends per share

BEL
JPY－－－－－－

4. Number of Shares to be Transferred and Share Ownership Before and After the Transfer(1)

Number of Shares Owned Before the Transfer(Voting Rights Ownership Ratio)

9,135,291 shares（100％）(2)

Number of Shares to be Transferred(Voting Rights Ownership Ratio)

9,135,291 shares（100％）(3)

Number of Shares Owned After the Transfer(Voting Rights Ownership Ratio)

0 share （0％）※ The transfer price is not disclosed based on the intentions of the transferee. Furthermore, the transfer
price will be 15% or less of our consolidated net assets.
5. Schedule(1)

Date of Board ofDirectors' Resolution

April 5, 2023

(2)

Date of Conclusion ofShare Transfer Contract

Late April 2023 (planned)(3)Date of Share Transfer
Execution:

Late April 2023 (planned)- 3 -6. Impact on Performance
In connection with this share transfer, a provision for loss on liquidation of subsidiaries and affiliates of ¥289
million will be transferred to the consolidated financial statements for the fiscal year ending March 31, 2023

Note:The conversion to Japanese yen is based on 1 BRL = 26.28 yen (as of the end of March 2023).

END- 4 -