On May 10, 2024, Toa Road Corporation reported in its press release that it had received a shareholder proposal from Strategic Capital Inc. for its 118th Ordinary General Meeting of Shareholders. The proposals are as follows, i) Appropriation of Surplus, ii) Amendment to the Articles of Incorporation (Address misconduct), iii) Amendment to the Articles of Incorporation (Abolish the positions of Advisor and General Counsel). The company has opposed the proposals for the following reasons, i) The company's policy is to implement management strategies with an awareness of sustainable growth and cost of capital, with the aim of achieving stable shareholder returns and improving the valuation of company's shares in the stock market.

This shareholder proposal is not appropriate from the perspective of maximizing the common interests of shareholders over the medium to long term, ii) The Company believes that it is appropriate to steadily take measures to ensure that corporate ethics are thoroughly upheld and that relevant laws and regulations are not violated. The Company believes that it would be inappropriate to include in the Articles of Incorporation, which is the fundamental code of the Company, a provision that fixes the method of responding to misconduct, as proposed by the shareholder, because such a provision may in fact restrict effective and flexible responses to individual events, iii) The company?s advisors and counselors cannot exert undue influence on the decision-making of the Company's management, they contribute to the enhancement of the Company's corporate value by offering their opinions on specialized matters at the request of the President and CEO, based on their knowledge, experience, networks, etc. In general, there is no rational reason to reject them.

The Company believes that there is no need to abolish the system of advisors and counselors at this point in time.