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, theJapanese original shall prevail.

Company: TODA CORPORATION
Representative: Seisuke Otani, President and Representative Director(Securities Code: 1860 TSE Prime Market)
Contact: Toshiyuki Kubodera, General Manager, Financial & IR Div.
(Phone: 03-3535-1357)

November 30, 2023

Notice Concerning Acquisition of Third Tier Subsidiaries (Specified Subsidiaries)
TODA CORPORATION (“the Company”) hereby announces that at the Board of Directors Meeting held on
November 30, 2023, the Company has resolved that TODA Energia 2 Ltda (“TEB2”), a second tiersubsidiary in the Federal Republic of Brazil, will acquire two subsidiaries (as the Company’s third tiersubsidiaries) and will increase their capital after the acquisition (making them specified subsidiaries).
1. Purpose of Acquisition of the Third Tier Subsidiaries
The Group has designated the environment and energy business as a priority management business,and established a consolidated subsidiary, TODA Investimentos do Brasil Ltda. (“TIB”), in the Federal
Republic of Brazil in fiscal year 2019 to develop onshore wind power generation business. As a second
project, we established TEB2, a subsidiary of TIB, in fiscal year 2022 to expand our new onshore wind
power generation business.

We have now decided to acquire 2 companies that hold development

interests in order to change the business development to a favorable location and conditions.
TEB2, our second tier subsidiary, will acquire the two companies that hold development interests,
and these two companies will become third tier subsidiaries of the Company. After the acquisition of
the two companies, capital increase for both companies will be made, and as a result, they will become
the Company’s specified subsidiaries as the capital of the two companies will correspond to more than
1/10 of the amount of capital of the Company.
2. Outline of the Second Tier Subsidiary(1) Name

TODA Energia 2 Ltda.

(2) Address

Pedro Avelino, Rio Grande do Norte(3) Representative

Isao Sakai, Diretor Presidente(4) Scope of BusinessOnshore wind power generation business(5) Capital

220 million BRL (approximately ¥6.5 billion)

3. Outline of the Third Tier Subsidiaries to be Acquired
Usina Eolica Casqueira A Ltda.
(1) Name

Usina Eolica Casqueira A Ltda.

(2) Address

Areia Branca, Rio Grande do Norte(3) Representative

Robert David Klein, Director
Nicolas Paul Antoine Thouverez, Director(4) Scope of BusinessOnshore wind power generation business(5) Date of Establishment

October 7, 2021

(6) Current Capital

722 thousand BRL (approximately ¥21 million)(7) Capital After Capital
Increase

112 million BRL (approximately ¥3.3 billion)(8) Major Shareholders andShareholding Ratio

Voltalia S.A. 100％

(9) Relationship with theCompany

There are no applicable matters regarding capital relationship, personnelrelationship, or transactional relationship.

(10) Financial Situation and Operating Results for the Past Three Years
Fiscal Year Ending

December 31, 2020

Thousands of BRL(Millions of JPY)

December 31, 2021

December 31, 2022

Net assets-0(0)722(21)

Net assets per share-0(0)845(24)

Net sales

-0(0)

0(0)

Operating income---

Net income---

Net income per share---Dividend per share---

Note: There are no applicable items for the fiscal year ending December 31, 2020, as the company was
not yet established.
Usina Eolica Casqueira B Ltda.
(1) Name

Usina Eolica Casqueira B Ltda.

(2) Address

Areia Branca, Rio Grande do Norte(3) Representative

Robert David Klein, Director
Nicolas Paul Antoine Thouverez, Director(4) Scope of BusinessOnshore wind power generation business(5) Date of Establishment

October 7, 2021

(6) Current Capital

722 thousand BRL (approximately ¥21 million)(7) Capital After Capital
Increase

128 million BRL (approximately ¥3.7 billion)(8) Major Shareholders andShareholding Ratio

Voltalia S.A. 100％

(9) Relationship with theCompany

There are no applicable matters regarding capital relationship, personnelrelationship, or transactional relationship.

(10) Financial Situation and Operating Results for the Past Three Years

Thousands of BRL(Millions of JPY)

Fiscal Year Ending

December 31, 2020

December 31, 2021

December 31, 2022

Net assets-0(0)722(21)

Net assets per share-0(0)860(25)Net sales

-0(0)

0(0)

Operating income---

Net income---

Net income per share---Dividend per share---Note: There are no applicable items for the fiscal year ending December 31, 2020, as the company was
not yet established.
4. Outline of the Counterparty of the Share Acquisition(1) NameVoltalia S.A.

(2) Address

84, Boulevard de Sebastopol, Paris, France(3) Representative

Sebastien Clerc, Chief Executive Officer(4) Scope of Business

Power generation business using renewable resources(5) Date of Establishment

November 28, 2005

(6) Capital

747,504 thousand EUR (approximately ¥118.5 billion)(7) Net Assets for Prior
Fiscal Year

1,339,188 thousand EUR (approximately ¥212.4 billion)(8) Total Assets for Prior
Fiscal Year3,035,053 thousand EUR (approximately ¥481.5 billion)(9) Major Shareholders andShareholding Ratio

Voltalia Investissement(10)Relationship with theCompany

There are no applicable matters regarding capital relationship, personnelrelationship, or business relationship. In addition, the Counterparty is
not a related party of the Company.

69.56%

5. Number of Shares to be Acquired, Acquisition Price, and Shareholding Before and After Acquisition(1) Number of Shares Held
Before the Change(2) Number of Shares to beAcquired

Usina Eolica Casqueira A Ltda.

Usina Eolica Casqueira B Ltda.

0 shares (0%)

0 shares (0%)

722,320 shares

722,320 shares(3) Number of Shares Held722,320 shares (100%)
722,320 shares (100%)After the Change* The acquisition price is not disclosed due to contractual confidentiality obligations, but theCompany plans to acquire the shares at a price fairly calculated based on expert opinions.
6. Schedule
Usina Eolica Casqueira A Ltda.

Usina Eolica Casqueira B Ltda.

(1) Date of Execution of theShare Purchase
Agreement

December 2023 (planned)

December 2023 (planned)(2) Date of Share Transfer

December 2023 (planned)

December 2023 (planned)

(3) Planned Date of Capital
Increase

September 2024 (planned)

September 2024 (planned)

7. Outlook for the Future
The impact of this matter on the Group’s consolidated financial results for the fiscal year ending
March 2024 is expected to be negligible. The Company will promptly announce if any matter requiring
disclosure arises in the future.
(Reference) Overview of Our Onshore Wind Power Generation Business in Brazil
Phase 1(in operation)
CompanyPhase 2(Previous plan)(Revised plan)

TODA Energia do Brasil

TODA Energia 2 Ltda.

Usina Eolica Casqueira A Ltda.

Ltda.

(Our second tier

Usina Eolica Casqueira B Ltda.

(Our second tier subsidiary)

subsidiary)(Our third tier subsidiaries)

Areia Branca, Rio Grande do Pedro Avelino, Rio

Areia Branca, State of Rio

Norte

Grande do Norte

Grande do NortePower

27.72MW94.40MW88.50MW

Generation(3.465MW x 8 units)(5.9MW x 16 units(5.9MW x 15 units planned)

Addressplanned)

OutputAnnual

118 million kWh

400 million kWh

400 million kWh (planned)(planned)

Power
Generation
Start ofSeptember 2021

August 2024 (planned)

February 2025 (planned)

Operation

Note: The conversion to Japanese yen is based on 1 BRL = ¥29.56 and 1 EUR = ¥158.66 (as of the end ofOctober 2023).
End