Tomoku : Jun.2,2023 Notice of Convocation of the Annual General Shareholders’ Meeting

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

Securities code: 3946 Date of sending by postal mail: June 5, 2023 Start date of measures for electronic provision: June 2, 2023

To our shareholders:

Mitsuo Nakahashi

President & Chief Executive Officer

Tomoku Co., Ltd.

2-2-2 Marunouchi, Chiyoda-ku, Tokyo

NOTICE OF THE 84TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Tomoku Co., Ltd. (the "Company") hereby announces that the 84th Annual General Meeting of Shareholders will be held as described below.

When convening this Annual General Meeting of Shareholders, the Company takes measures for providing reference documents for the General Meeting of Shareholders, etc. (items for which measures for providing information in electronic format are taken) in electronic format, and posts the items on the following websites. Please access any of the websites.

The Company's website: https://www.tomoku.co.jp/ (in Japanese)

(Access the above website and select the following documents under "TOPICS": "Notice of the 84th Annual General Meeting of Shareholders," "Report for the 84th Fiscal Year (paper-based documents delivered to shareholders)" and "Items for which measures for providing information in electronic format are to be taken for the Notice of the 84th Annual General Meeting of Shareholders. (items excluded from paper-based documents delivered to shareholders)")

Website for Materials for the General Meeting of Shareholders: https://d.sokai.jp/3946/teiji/ (in Japanese)

If you plan to attend the meeting, please submit the enclosed Voting Rights Exercise Form to the receptionist at the meeting.

If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the internet, etc. Please exercise your voting rights no later than 6:00 p.m., Thursday, June 22, 2023 (Japan Standard Time).

1 Date and Time: Friday, June 23, 2023, at 10:00 a.m. (Japan Standard Time)

2 Venue:	Marunouchi Mitsui Building 4F, Company's Conference Room
	2-2-2 Marunouchi, Chiyoda-ku, Tokyo

1. Purposes:
2. 1. 
      Items to be reported:
   2. Business Report and Consolidated Financial Statements for the 84th fiscal year (from April 1, 2022 to March 31, 2023), as well as the results of audit of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
   3. Non-ConsolidatedFinancial Statements for the 84th fiscal year (from April 1, 2022, to March 31, 2023)
      Items to be resolved:
      Proposal 1: Election of Nine Directors
      Proposal 2: Election of One Audit & Supervisory Board Member
      Proposal 3: Election of One Substitute Audit & Supervisory Board Member
3. Information on Exercise of Voting Rights, Etc.
4. 
   Please refer to "Information on the Exercise of Voting Rights, Etc." on pages 12 to 15 (available in Japanese only).

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In accordance with a revision of the Companies Act, the Company in principle asks our shareholders to visit the above mentioned websites to access items for which measures for providing information in electronic format are taken and then give us feedback. We will provide such items in written documents only for those who have requested to do so by the deadline. At this General Meeting of Shareholders, however, we have sent written documents with items for which the Measures to Provide Information in Electronic Format are taken to all shareholders regardless of their requests. The following information is omitted out of items for which measures for providing information in electronic format according to the laws and regulations and Article 12 of the Company's Articles of Incorporation.

1. Notes to the Consolidated Financial Statements (2) Notes to the Non-Consolidated Financial Statements These items are included in the Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Financial Auditor or the Audit & Supervisory Board Members in preparing their Audit Reports.
   If revisions to the items for which measures for providing information in electronic format are taken arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the Company's aforementioned website.

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Election of Nine Directors

At the conclusion of this meeting, the terms of office of the nine Directors, Mitsuo Nakahashi, Shoji Hirose, Yoshiyuki Kurihara, Terutaka Fukazawa, Yoshito Yamaguchi, Hidetoshi Murai, Toshihiko Nagayasu, Mito Shimonaka and Tetsuya Kobayashi will expire. Therefore, the Company proposes the election of nine Directors.

The candidates for Director are as follows:

Candidate	Name	Current position	Responsibility in the Company and significant	Attributes
No.	concurrent positions
1	Mitsuo Nakahashi	President & Chief
	Reelection
Executive Officer
		Director	General Manager of Sales Div.
2	Shoji Hirose	Senior Managing	Reelection
General Director of Tomoku Vietnam Co., Ltd.
		Executive Officer
		Director	General Manager of Administration Div.
		General Manager of Logistics & Procurement Dept.
3	Yoshiyuki Kurihara	Senior Managing	Reelection
		Executive Officer	and General Manager of Housing Material Dept. of
		the Company
4	Takeshi Ariga	Managing
General Manager of Production Div.	New election
Executive Officer
		Director	Deputy General Manager of Sales Div.
5	Terutaka Fukazawa	Managing	Manager of Tokyo Sales Dept. /	Reelection
		Executive Officer	Manager of Sales Development Dept.
		Director
6	Yoshito Yamaguchi	Managing	Deputy General Manager of Administration Div.	Reelection
		Executive Officer
7	Toshihiko Nagayasu	External Director	Chairman of NTS Holdings Company, Limited	Reelection
External
				Independent
8	Mito Shimonaka	External Director	Representative Director and President of Heibonsha	Reelection
External
			Ltd.
			Independent
9	Tetsuya Kobayashi	External Director		Reelection
	External
				Independent

New election

Reelection

External

Independent

Director candidate up for new election Director candidate up for reelection External Director candidate

Independent Officer as provided for by the Tokyo Stock Exchange's regulations

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Candidate		Name	Tenure as Director		Attendance at Board of	Number of the Company's
		Directors meetings	shares owned
No.	(Date of birth)	13 years
		13/13	27,500 shares
				Career summary and position and responsibility in the Company (significant
				concurrent positions)
				Apr. 1975	Joined the Company
				Apr. 2000	General Manager of Sendai Works of the Company
				Jun. 2008	Executive Officer and General Manager of Minami-Kanto Sales
		Reelection			Dept. of the Company
	Mitsuo Nakahashi	Jun. 2010	Director and Manager of Tokyo Sales Dept. and General Manager
	(May 25, 1952)		of Sales Development Dept. of the Company
1				Jun. 2012	Managing Director and General Manager of Sales Div. of the
				Company
				Jun. 2018	President & Chief Operating Officer of the Company
				Jun. 2022	President & Chief Executive Officer of the Company (current
					position)
	[Reasons for nomination as candidate for Director]
	Since joining the Company, Mitsuo Nakahashi has served in the corrugated packaging sales department, and after
	beginning to participate in the Company's management as a Director in 2010, from 2018 as Representative Director, he
	has exercised strong leadership and contributed to business expansion. Based on his expert abilities and insight, as well
	as abundant experience, we expect he will contribute to increasing the group's sustainable corporate value and have
	renominated him as a candidate for Director.
Candidate		Name	Tenure as Director		Attendance at Board of	Number of the Company's
		Directors meetings	shares owned
No.	(Date of birth)	21 years
		13/13	34,000 shares
				Career summary and position and responsibility in the Company (significant
				concurrent positions)
				Mar. 1975	Joined the Company
				Oct. 1997	General Manager of Engineering Dept. of the Company
				Jun. 2000	Executive Officer and General Manager of Tatebayashi Works of
					the Company
				Jun. 2002	Director and General Manager of Tatebayashi Works of the
					Company
		Reelection
			Jun. 2012	Managing Director, General Manager of Production Div. and
	Shoji Hirose
		General Manager of Engineering Development Dept. of the
	(January 8, 1957)
		Company
2				Apr. 2016	Managing Director and General Manager of Production Div. of
				the Company
				Apr. 2016	General Director of Tomoku Vietnam Co., Ltd. (current position)
				Jun. 2018	Managing Director and General Manager of Sales Div. of the
					Company
				Jun. 2022	Director, Senior Managing Executive Officer and General
					Manager of Sales Div. of the Company (current position)
	[Reasons for nomination as candidate for Director]
	Since joining the Company, Shoji Hirose has served in the corrugated packaging management and production
	department and since being appointed Director in 2002 has made large contributions to improved transactional
	conditions and expanded the scope of business as General Manager of the Production Div. and since 2018 as General
	Manager of the Sales Div. From 2016, he has concurrently served as General Director of an overseas subsidiary, and
	from his abundant experience and results, we deem he is essential to the Company's management and have renominated
	him as a candidate for Director.

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Candidate			Name	Tenure as Director		Attendance at Board of		Number of the Company's
			Directors meetings		shares owned
No.	(Date of birth)	19 years
		13/13		35,600 shares
						Career summary and position and responsibility in the Company (significant
						concurrent positions)
						Apr. 1974		Joined the Company
						Apr. 1995		General Manager of Yamagata Works of the Company
						Oct. 1999		General Manager of General Affairs Dept. of the Company
						Jun. 2002		Executive Officer and General Manager of General Affairs Dept.
								of the Company
						Jun. 2004		Director and General Manager of General Affairs Dept. of the
			Reelection
							Company
	Yoshiyuki Kurihara
	Apr. 2016		Director and in charge of General Affairs Dept. of the Company
	(January 20, 1954)
			General Manager of Logistics & Procurement Dept. and General
3								Manager of Housing Material Dept. of the Company (current
							position)
						Jun. 2018		Managing Director and General Manager of Administration Div.
								of the Company
						Jun. 2022		Director, Senior Managing Executive Officer and General
								Manager of Administration Div. of the Company (current
								position)
	[Reasons for nomination as candidate for Director]
	Since joining the Company, Yoshiyuki Kurihara has served in the corrugated packaging management department, and
	utilizing his broad knowledge cultivated at Yamagata Works and the General Affairs Dept., since 2016 he has worked
	diligently to improve materials purchasing and logistics as General Manager of the Logistics & Procurement Dept., and
	from 2018, he has contributed to enhancing corporate value as the General Manager of the Administration Div. We
	deem that his experience and knowledge will continue to be essential to the Company's management and have
	renominated him as a candidate for Director.
Candidate			Name	Tenure as Director		Attendance at Board of		Number of the Company's
			Directors meetings		shares owned
No.	(Date of birth)		- years
			-/-		11,730 shares
						Career summary and position and responsibility in the Company (significant
						concurrent positions)
						Apr. 1981		Joined the Company
						Feb. 2002		General Manager of Yamagata Works of the Company
						Apr. 2003		General Manager of Chiba Folding Carton Works of the
								Company
		New election		Feb. 2006		General Manager of Atsugi Works of the Company
	Takeshi Ariga	Jun. 2010		Executive Officer and General Manager of Iwatsuki Works of the
	(June 5, 1957)			Company
4						Jun. 2012		Director and General Manager of Iwatsuki Works of the
							Company
						Jun. 2018		Director and General Manager of Production Dept. of the
								Company
						Jun. 2022		Managing Executive Officer and General Manager of Production
								Div. of the Company (current position)
	[Reasons for nomination as candidate for Director]
	Takeshi Ariga has abundant experience and knowledge mainly in the corrugated packaging and folding carton
	production department and has worked in factory operations of the Company's core factory while also driving the
	group's production management department, and he has contributed to increased productivity and improved quality as
	General Manager of the Production Div. since 2018. We deem that his experience and knowledge, as well as leadership
	ability, will continue to be essential to the Company's management and have nominated him as a candidate for Director.

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