Toyo Tanso : Notice of the 82nd Ordinary General Shareholders Meeting

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 5310 March 11, 2024

To Our Shareholders,

Naotaka Kondo

Representative Director

Chairman & President, CEO

Toyo Tanso Co., Ltd.

1-13-1 Umeda, Kita-ku, Osaka

Notice of the 82nd Ordinary General Shareholders Meeting

You are cordially informed of the 82nd Ordinary General Shareholders Meeting of Toyo Tanso Co., Ltd. (the "Company") to be held as described on the next page.

When convening this General Shareholders Meeting, the Company takes measures for providing information

that constitutes the content of Reference Documents for the General Shareholders Meeting, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "Notice of the 82nd Ordinary General Shareholders Meeting." Please access either of the following websites using the internet addresses shown below to review the information.

The Company's website: https://www.toyotanso.co.jp/IR/irnews.html (in Japanese)

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/5310/teiji/ (in Japanese)

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

• Enter the issue name "Toyo Tanso" or the securities code "5310" and click "Search." Then, click "Basic Information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

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Details

1. Date and time: Thursday, March 28, 2024, at 10:00 a.m. (JST) (Reception starts at 9:30 a.m.)
2. Venue:Umeda South Conference Room (11F Osaka Umeda Twin Towers South)

1-13-1 Umeda, Kita-ku, Osaka

3. Purpose of the meeting Matters to be reported:

1. Report on the Business Report, the Consolidated Financial Statements and audit reports by the Accounting Auditor and the Audit & Supervisory Board for the Consolidated Financial Statements for the 82nd term (from January 1, 2023 to December 31, 2023)
2. Report on the Non-consolidated Financial Statements for the 82nd term (from January 1, 2023 to December 31, 2023)

Matters to be resolved:

Proposal 1: Appropriation of surplus

Proposal 2: Election of five (5) Directors

• If you attend the meeting in person, please present the enclosed Voting Card at the reception desk upon your arrival at the meeting.
• If the necessity to make revisions to the matters for which measures for providing information in electronic format are to be taken arises, a notice of the revisions and the details of the matters before and after the revisions will be posted on the aforementioned websites.
• Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article 15, Paragraph 2 of the Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents delivered to shareholders who have made a request for delivery of such documents. These matters are listed in the "Notice of the 82nd Ordinary General Shareholders Meeting [Matters not Provided for in the Documents Delivered to Shareholders who have Requested the Delivery of Paper-based Documents as Provided for by the Provisions of Laws and Regulations and the Articles of Incorporation]."
  (i) "Notes to the Consolidated Financial Statements" and (ii) "Notes to the Non-consolidated Financial Statements"

Note that matters not included in the documents delivered to shareholders who have requested the delivery of the aforementioned documents are included in the scope of audits by the Audit & Supervisory Board Members and Accounting Auditor.

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Reference Documents for the General Shareholders Meeting

Proposals and References

Proposal 1: Appropriation of surplus

We hereby propose the year-end dividends below.

The Company's basic policy is to make strategic investments in order to strengthen competitiveness and enhance corporate value over the long term, and to distribute profits to shareholders in a continuous and stable fashion (payout ratio 30% or higher) with due comprehensive consideration of business results for each fiscal year and funding needs, etc., for the future expansion of business operations and reinforcement of the operating foundations. The Company intends to use internal reserves for capital expenditures for production-related facilities, development of new products and investment in research and development.

Based on the above policy and financial results for the current term, the Company plans to pay a year-end dividend of ¥110 per share for the current term.

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1. Type of dividend property Cash
2. Allotment of dividend property to shareholders and total amount thereof ¥110 per share of common stock of the Company
   Total amount of dividends: ¥2,306,966,310
3. Effective date of dividends from surplus March 29, 2024

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Proposal 2: Election of five (5) Directors

The terms of office of all of the six (6) Directors will expire at the conclusion of this meeting. Therefore, we propose the election of five (5) Directors, decreasing the number of Directors by one (1). Of the five (5) candidates, three (3) are candidates for Outside Director.

The candidates for Director are as follows:

						Status of
Candidate			Name		Position and responsibilities in the Company	attendance at
			Board of
No.
					Directors
						meetings
					Representative Director,	100%
1	[Reelection]			Naotaka Kondo	Chairman & President,
		(17/17)
					Chief Executive Officer (CEO)
					Director, Senior Executive Officer,
					Director of Division, Corporate Planning
2	[Reelection]			Tatsuro Hamada	Division,	100%
		In charge of Global Sales Division,	(17/17)
					In charge of Global Supply Chain Promotion
					Department, Corporate Planning Division
3	[Reelection]	[Outside]	[Independent]	Shusuke Matsuo	Director	100%
(17/17)
4	[Reelection]	[Outside]	[Independent]	Keiko Kosaka	Director	100%
(17/17)
5	[Reelection]	[Outside]	[Independent]	Makio Naito	Director	100%
(13/13)
Note:	Makio Naito's status of attendance	includes his	attendance to Board of Directors meetings	held during
	the current fiscal year since his appointment as Director on March 30, 2023.

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No.	Name		Career summary, position and responsibilities in the Company	Number of the
	Company's
(Date of birth)		and important concurrent positions
		shares held
		Apr. 1980	Joined MITSUI & CO., LTD.
		Dec. 1985	Joined the Company
		Mar. 1994	Director
	Naotaka Kondo	Nov. 2000	Managing Executive Officer
	Aug. 2001	Director
	(May 5, 1957)	Mar. 2002	Managing Director
		Jul. 2003	Senior Managing Director
		Sep. 2003	Senior Managing Executive Officer
		Jan. 2007	Representative Director, NT Corporation (incumbent)
		Aug. 2007 Representative Director, the Company
			Senior Vice President
			Executive Vice President
			Assistant to President
		Mar. 2008	Director of Division, Sales Division
		Aug. 2009	President
			Executive President
		Jun. 2012	Senior Advisor	1,219,480
	[Reelection]	Jan. 2013	Director, Shizen Energy Inc.
	May 2013	Retired from the Company
1	Number of years in	Nov. 2013	Representative Director, Chief Executive Officer, Via Mechanics,
	Ltd.
office
	Dec. 2014	Chairman, Via Mechanics, Ltd.
	(at the conclusion of
	this General	Mar. 2015	Board Director, Japan Investment Adviser Co., Ltd.
	Shareholders Meeting)	May 2017	Audit & Supervisory Board Member, Shizen Energy Inc.
	6 years	Mar. 2018	Chairman, the Company (incumbent)
		Apr. 2018	Representative Director (incumbent)
	Status of attendance at		Executive Chairman (incumbent)
	Board of Directors		Chief Executive Officer (CEO) (incumbent)
	meetings	May 2018	President (incumbent)
	17/17		Executive President (incumbent)
		Jun. 2018	President, TOYO TANSO TAIWAN CO., LTD. (incumbent)
		President, TOYO TANSO TAIWAN CO., LTD.
		Representative Director, NT Corporation

Reasons for nomination as Director

Naotaka Kondo has a wealth of experience and knowledge serving in management positions, exercising strong leadership since being appointed to the office of Representative Director of the Company in 2018, and he has driven initiatives to reinforce corporate governance and to implement the Company's growth strategy. Considering the above, the Company has nominated him as a candidate for Director because he is expected to appropriately execute duties as a Director of the Company and contribute to the increase of corporate value.

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No.	Name		Career summary, position and responsibilities in the Company	Number of the
	Company's
(Date of birth)		and important concurrent positions
		shares held
		Apr. 1983	Joined Bridgestone Corporation
		Feb. 1995	Lead Advisor, Akron Central Research Center,
			BRIDGESTONE/FIRESTONE, INC. (current BRIDGESTONE
			AMERICAS, INC.)
		Apr. 2004	General Manager, Tire Materials Development Department, Tire
	Tatsuro Hamada		Materials Development Division, Bridgestone Corporation
	(Oct. 30, 1957)	Jul. 2007	Director, Tire Materials Development Division, Bridgestone
			Corporation
		Jul. 2009	Director, Internal Manufacturing Management Division, Bridgestone
			Corporation
		Jul. 2010	Vice President and Officer, In charge of Internal Manufacturing
			Management, Bridgestone Corporation
		May 2011	In charge of Tire Research and Material Development, Bridgestone
			Corporation
		Jan. 2015	Assistant to Chief Technology Officer, Bridgestone Corporation
		Jan. 2017	In charge of Central Research, Bridgestone Corporation
		Sep. 2017	Joined the Company
			Executive Officer	2,683
	[Reelection]		In charge of Technical Development Division
	Apr. 2018	General Manager, Materials Development Department, Technical
2	Number of years in		Development Division
Sep. 2018	Director of Division, Global R&D Division
office
	Feb. 2019	Director of Division, Corporate Planning Division (incumbent)
	(at the conclusion of
	Mar. 2019	Director (incumbent)
	this General
		In charge of Global R&D Division
	Shareholders Meeting)
	Jun. 2019	Representative Director, Chairman, TOYO TANSO EUROPE S.p.A.
	5 years
			(incumbent)
	Status of attendance at	Aug. 2021	Chairman, SHANGHAI TOYO TANSO CO., LTD.
	Board of Directors		Chairman, SHANGHAI TOYO TANSO INDUSTRIAL CO., LTD.
	meetings		Chairman, TOYO TANSO (ZHEJIANG) CO., LTD.
	17/17	Nov. 2021	In charge of Global Sales Division, the Company (incumbent)
		Jun. 2023	In charge of Global Supply Chain Promotion Department, Corporate
			Planning Division (incumbent)
		Jan. 2024	Senior Executive Officer (incumbent)
		Representative Director, Chairman, TOYO TANSO EUROPE S.p.A.

Reasons for nomination as Director

Tatsuro Hamada was involved for many years in the development division of a tire manufacturer and has experience as both an executive officer and the head of a management division. Since joining the Company, he has contributed to reforms of technical development, business development and promoting management strategy. Considering the above, the Company has nominated him as a candidate for Director because he is expected to appropriately execute duties as a Director of the Company and contribute to the increase of corporate value.

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No.	Name		Career summary, position and responsibilities in the Company	Number of the
	Company's
(Date of birth)		and important concurrent positions
		shares held
	Shusuke Matsuo	Apr. 1971	Joined Marubeni-Iida Co., Ltd. (current Marubeni Corporation)
	(Dec. 4, 1948)	Apr. 1996	Vice President, Marubeni Germany plc
		May 2001	Vice President, Marubeni Europe plc
			President, Marubeni Germany plc
		May 2003 Joined RIKEN TECHNOS CORPORATION
		Jun. 2004	Director, General Manager of Film Business, RIKEN TECHNOS
			CORPORATION
		Jul. 2009	Joined KUREHA CORPORATION
			Deputy General Manager of Advanced Materials Division
		Apr. 2010	Vice President, General Manager of Advanced Materials Division,
			KUREHA CORPORATION
		Apr. 2011	Senior Vice President, KUREHA CORPORATION
		Jun. 2012	Director, KUREHA CORPORATION
	Reelection	Apr. 2013	General Manager of PGA Division, KUREHA CORPORATION	899
	Apr. 2014	Managing Director of Advanced Materials and PGA Businesses,
	Outside
		KUREHA CORPORATION
	Independent
	Jun. 2015	Special Advisor, KUREHA CORPORATION
3	Number of years in	Jun. 2017	Retired from KUREHA CORPORATION
	office	Mar. 2020	Director, the Company (incumbent)
	(at the conclusion of
	this General
	Shareholders Meeting)
	4 years

Status of attendance at

Board of Directors

meetings

17/17

Reasons for nomination as Outside Director and overview of expected roles

Shusuke Matsuo is expected to offer useful advice for the development of the Company's business because he has experience serving on the management at chemicals manufacturers, experience as a manager at the overseas subsidiaries of a general trading company, extensive experience and a wealth of knowledge concerning management from a global perspective, and experience as an Outside Director at the Company, and he is expected to appropriately fulfill the role of overseeing the execution of business and contribute to the discussion and review of overall management strategy. Accordingly, the Company has nominated him as a candidate for Outside Director.

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No.	Name		Career summary, position and responsibilities in the Company	Number of the
	Company's
(Date of birth)		and important concurrent positions
		shares held
	Keiko Kosaka	Oct. 2002	Registered as lawyer
	(Sep. 20, 1976)		Joined Irokawa Law Office (current Irokawa Legal Professional
			Corporation)
		Jan. 2009	Partner, Irokawa Law Office (current Irokawa Legal Professional
			Corporation)
		Jun. 2016	Audit & Supervisory Board Member, Nihon Yamamura Glass Co.,
			Ltd.
		Jun. 2017	Director (Audit and Supervisory Committee Member), Nihon
			Yamamura Glass Co., Ltd. (incumbent)
			Audit & Supervisory Board Member, Asia and Pacific Trade Center
			Co., Ltd. (incumbent)
		Mar. 2018	Audit & Supervisory Board Member, the Company
		Jun. 2018	Audit & Supervisory Board Member, FALCO HOLDINGS Co., Ltd.
	Reelection	Jan. 2020	Legal Employee, Irokawa Legal Professional Corporation	518
		(incumbent)
	Outside
	Jun. 2021	Director (Audit Committee Member), FALCO HOLDINGS Co., Ltd.
	Independent
		(incumbent)
	Number of years in	Mar. 2022	Director, the Company (incumbent)
	office
	Legal Employee, Irokawa Legal Professional Corporation
	(at the conclusion of
4	this General	Outside Director (Audit and Supervisory Committee Member), Nihon Yamamura
	Shareholders Meeting)	Glass Co., Ltd.
	2 years	Outside Audit & Supervisory Board Member, Asia and Pacific Trade Center Co.,
		Ltd.
	Status of attendance at	Outside Director (Audit Committee Member), FALCO HOLDINGS Co., Ltd.
	Board of Directors
	meetings
	17/17

Reasons for nomination as Outside Director and overview of expected roles

Although Keiko Kosaka does not have experience of being involved in corporate management other than being an outside officer, she has knowledge and experience with corporate law cultivated over many years as a lawyer in the area of corporate law. Furthermore, based on her experience of contributing to auditing at the Company as an Outside Audit & Supervisory Board Member since March 2018 and her experience as an outside director and outside audit & supervisory board member at other companies, the Company expects that she will appropriately fulfill the role of overseeing the execution of business and contribute to the strengthening of the Company's corporate governance, and has therefore nominated her as a candidate for Outside Director.

Keiko Kosaka is concurrently serving as Partner at Irokawa Legal Professional Corporation, serving as an Outside Director (Audit and Supervisory Committee Member) at Nihon Yamamura Glass Co., Ltd., serving as an Outside Director (Audit Committee Member) at FALCO HOLDINGS Co., Ltd., and serving as an Outside Audit & Supervisory Board Member at Asia and Pacific Trade Center Co., Ltd. There is no particular information that must be reported concerning the relationships between the Company and the aforementioned companies.

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No.	Name		Career summary, position and responsibilities in the Company	Number of the
	Company's
(Date of birth)		and important concurrent positions
		shares held
	Makio Naito	Apr. 1982	Joined Powder Technology Research Institute (current HOSOKAWA
	(Oct. 11, 1957)		MICRON CORPORATION)
		Mar. 1993	Retired from Powder Technology Research Institute (current
			HOSOKAWA MICRON CORPORATION)
		Aug. 1993	Joined Japan Fine Ceramics Center
		Apr. 2001	Vice Director, Japan Fine Ceramics Center
		May 2002	Retired from Japan Fine Ceramics Center
		Jun. 2002	Professor, Endowed Research Division of Nanoparticle Joining
			Technology, Joining and Welding Research Institute, OSAKA
			UNIVERSITY
		Apr. 2005 Professor, Smart Processing Research Center (current Research
			Center for Additive Joining Application), Joining and Welding
			Research Institute, OSAKA UNIVERSITY
	Reelection		Joined Kurimoto, Ltd.	43
		Director, Nanomaterials Research Institute, Kurimoto, Ltd.
	Outside
	Dec. 2005 Director, HOSOKAWA MICRON CORPORATION
	Independent
	Apr. 2007 Director, Smart Processing Research Center (current Research
5	Number of years in		Center for Additive Joining Application), Joining and Welding
	Research Institute, OSAKA UNIVERSITY
	office
	Nov. 2007	Retired from Kurimoto, Ltd.
	(at the conclusion of
	Apr. 2009	Vice Director, Joining and Welding Research Institute, OSAKA
	this General
		UNIVERSITY
	Shareholders Meeting)
	Mar. 2023	Director, the Company (incumbent)
	1 year
		Apr. 2023	Professor Emeritus, OSAKA UNIVERSITY (incumbent)
	Status of attendance at
	Board of Directors
	meetings
	13/13

Reasons for nomination as Outside Director and overview of expected roles

Makio Naito is expected to offer useful advice for the development of the Company's business because he has a wealth of academic experience as a specialist, serving in research and management at industrial machinery manufacturers, and with many years of engagement in research relating to powder engineering at OSAKA UNIVERSITY, where he served as a professor. He is expected to appropriately fulfill the role of overseeing the execution of business from an objective standpoint regarding the Company's overall management, and contribute to the discussion and review of overall management. Accordingly, the Company has nominated him as a candidate for Outside Director.

Notes: 1. There is no special interest between any of the candidates and the Company.

1. The Company has entered into a liability insurance contract with an insurance company for directors and officers, etc., as stipulated in Article 430-3, paragraph 1 of the Companies Act. The insurance contract covers losses such as damages and costs of litigation in the event of a claim for damages during the insurance period arising from the insured's performance of their duties. Each of the candidates will be included as insureds under the liability insurance contract if they are selected as Directors and assume office. In addition, the Company plans to renew the contract with the same details at the next renewal.
2. Shusuke Matsuo, Keiko Kosaka and Makio Naito are candidates for Outside Director.
3. The number of the Company's shares held by each candidate is provided as the actual number of shares held as of December 31, 2023, including holdings in the Company's officers' shareholding association.
4. Matters concerning the candidates for Outside Director are as follows:
5. 1. Liability limitation agreement with candidates for Outside Director
   2. 1. The Company has concluded agreements with Shusuke Matsuo, Keiko Kosaka and Makio Naito for limitation of liability as provided for in Article 423, paragraph 1 of the Companies Act. The maximum amount of liability for damages under such agreement is the higher of ¥5,000,000 or the minimum liability amount as provided for by the laws and regulations. In the event that they are reelected, the Company intends to continue the agreements that it has concluded with them.
   3. Independence of candidates for Outside Director
   4. 1. The Company has notified Shusuke Matsuo, Keiko Kosaka and Makio Naito as independent officers as prescribed by the Tokyo Stock Exchange. If they are re-elected, the Company plans to maintain their positions as independent officers.
      2. Shusuke Matsuo served at KUREHA CORPORATION, the group company of a client of the Company, but he retired from KUREHA CORPORATION in June 2017. Moreover, in the 82nd fiscal year of the Company (from

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January 1, 2023 to December 31, 2023), the amount of transactions between the Company and the client was about ¥58,000,000, the size of this amount is less than 1% of the Company's or the Company's client's net sales, and there is no transaction between the Company and KUREHA CORPORATION. Therefore, it is considered that there is no risk of conflict of interest between Shusuke Matsuo and general shareholders.

1. Makio Naito served at HOSOKAWA MICRON CORPORATION, a client of the Company, but he retired from HOSOKAWA MICRON CORPORATION in December 2014. Moreover, in the 82nd fiscal year of the Company (from January 1, 2023 to December 31, 2023), the amount of transactions between the Company and the client was about ¥25,000,000, and the size of this amount is less than 1% of the Company's or the Company's client's net sales. Therefore, it is considered that there is no risk of conflict of interest between Makio Naito and general shareholders.

6. Keiko Kosaka has previously served as a non-executive officer (Audit & Supervisory Board Member) of the Company.

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