Topre : NOTICE OF CONVOCATION OF THE 129TH ORDINARY GENERAL MEETING OF SHEREHOLDERS

[Translation]

Securities code: 5975 June 5, 2024

To: Shareholders

Yutaka Yamamoto,

Representative Director and President

12-2, Nihonbashi 3-chome,Chuo-ku, Tokyo

NOTICE OF CONVOCATION OF

THE 129TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially informed that the 129th Ordinary General Meeting of Shareholders ("Meeting") of Topre Corporation (the "Company") will be held as detailed below.

We would like to express our deepest sympathies to those of you who have suffered from the 2024 Noto Peninsula Earthquake and sincerely wish for a speedy recovery.

Since you may exercise your voting rights for the Meeting in advance in writing, online, or by other means instead of attending the Meeting in person, we recommend that you read the "Reference Documents for the General Meeting of Shareholders" and exercise your voting rights in accordance with the "Guide to Exercise of Voting Rights."

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Date and time	10:00 a.m., Wednesday, June 26, 2024 (reception starts at 9:00 a.m.)
Place	KKR Hotel Tokyo, 10th floor, Zuiho
	4-1, Otemachi 1-chome,Chiyoda-ku, Tokyo
	(For directions, please refer to the map provided at the end of this Notice of
	Convocation.)
Purpose
Matters to be	1. The Business Report, the Consolidated Financial Statements for the 129th
Reported	Term (from April 1, 2023 to March 31, 2024) and Audit Reports by the
	Independent Auditor and the Board of Auditors on the Consolidated
	Financial Statements
	2. The Financial Statements for the 129th Term (from April 1, 2023 to March
	31, 2024)

Matters to be Voted on

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Appointment of six (6) Directors

Proposal No. 3: Partial Amendment of Particulars of Performance-Based Stock Compensation Plan for Directors

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■	Matters	To convene the Meeting, we take measures to provide the information in the
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	Regarding	Reference Documents for a General Meeting of Shareholders and the related
	Provision in	documents (i.e., electronic provision measures matters) in electronic format,
	Electronic	and post it on each of the following websites. Therefore, please access any of
	Format	the websites and review it.
		https://www.topre.co.jp/en/ir/meeting.html
		Please access the website above, select the "notice of convocation," and review
		it.

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowPlease access the website above (Listed Company Search), enter "Topre" in the issue name (company name) column or "5975" in the code column and perform a search, select "basic information" and "documents for public inspection/PR information," and review it.https://d.sokai.jp/5975/teiji/

Please access the website above and review it.

□● If you attend the Meeting in person, please present the Form for Exercising Voting Rights at the reception desk.

□● If there are any revisions to the electronic provision measures matters, the fact thereof, the matters prior to revision, and the revised matters will be posted on each of the websites above.

□● The Business briefing session which used to be held after the Meeting will not be held, and we will also refrain from offering gifts. We would appreciate your understanding.

□● For shareholders who exercised voting rights online in advance, regardless of whether for or against the proposals, we will present electronic gifts (equivalent to 500 yen) to 100 persons chosen by lottery.

If you consent to the information on the screen displayed after exercising voting rights, you will be transferred to a gift application site. Please fill in the required information to apply. Notifications will be sent to those selected as winners by the lottery approximately two weeks after the Meeting. Please select the gifts you would like to receive on the gift reception site.

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Guide to Exercise of Voting Rights

Voting rights may be exercised using one of the following three methods.

Attending the General Meeting of Shareholders

Please present the Voting Form to the reception desk.

Date and

time

Place

10:00 a.m., Wednesday, June 26, 2024 (reception starts at 9:00 a.m.)

KKR Hotel Tokyo, 10th floor, Zuiho

4-1, Otemachi 1-chome,Chiyoda-ku, Tokyo

(For directions, please refer to the map provided at the end of this Notice of Convocation.)

Voting in writing (by mail)

Please indicate agree or disagree on the proposals and mail the form; no stamp is needed.

If you do not indicate whether you agree or disagree, we will treat it as a manifestation of your intention to agree.

Exercise	Forms must be received by 5:30 p.m., Tuesday, June 25, 2024
deadline

Voting online or by other means

Please access the voting website (http://evote.tr.mufg.jp/) using your computer or smartphone, enter your "Login ID" and "Temporary Password" indicated on the Voting Form, and vote agree or disagree on the proposals by following the instructions on the screen.

Exercise	Voting must be completed by 5:30 p.m., Tuesday, June 25, 2024
deadline

If you vote more than once, the last vote will be deemed the valid vote. When you vote in duplicate using both a computer and a smartphone, the last vote will be deemed valid. When you vote in duplicate both in writing and online or by other means, the online vote or vote by other means will be deemed valid.

To institutional investors:

The Company participates in the electronic voting platform for Institutional Investors operated by ICJ,

Inc.

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Guide to Exercise of Voting Rights Online or by Other Means

By Scanning Your QR Code

You can log in to the voting website without entering your Login ID and Temporary Password indicated on the duplicate form of the Voting Form.

1. Please scan the QR code on the bottom right of the Voting Form.

By Entering Your Login ID and Temporary

Password

Voting website:https://evote.tr.mufg.jp/

1. Please access the voting website.
2. Please enter the Login ID and Temporary Password indicated on the Voting Form and click on "Login".

Enter your Login ID and Temporary Password

Click on "Login"

• QR code is a registered trademark of Denso Wave Inc.

2. Please follow the instructions on the screen and enter your vote for or against the proposal.

3. Please follow the instructions on the screen and enter your vote for or against the proposal.

*The operation screen is for illustration purposes only.

	Mitsubishi UFJ Trust and Banking Corporation
For questions regarding the exercise of the voting	Security Representative Services Department
rights online-that is, by computer or smartphone-	Helpdesk
-please contact:	0120-173-027
	(Toll free: Hours: 9 a.m. to 9 p.m.)

Institutional investors can use the electronic voting platform for Institutional Investors operated by ICJ, Inc.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1

Appropriation of Surplus

The Company proposes to appropriate surplus as follows.

Re: Term-end dividends

Taking into account performance in the term under review and in recent years as well as business development going forward and the strengthening of our management structure, we propose to distribute the 129th Term term-end dividends as follows:

Type of property to be distributed

Cash

			30 yen per common share of the Company.
	Matters relating to allotment of		The total amount of dividends will be
	dividends to shareholders and total		1,541,252,760 yen.
	amount		Annual dividends including interim dividends (25
			yen per share) will be 55 yen per share.
	The date dividends of surplus come		June 27, 2024
	into effect

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Proposal No. 2

Appointment of Six (6) Directors

At the end of the Meeting, the term of office of all nine directors will expire. Therefore, in order to speed up decision-making by directors, the Company will decrease the number of directors by three; thus, we would like to appoint six (6) directors in total, consisting of three (3) inside directors and three

(3) outside directors.

The director candidates are as follows:

					Number
	Name	Work history, positions, responsibilities, and major	of
Candidate number	Company
(Date of birth)	position(s) concurrently held
	shares
					held
			April 1984	Joined the Company
			May 2010	The Company, Auto Parts Engineering
				Div. Sagamihara Plant Manager and
				Hiroshima Plant Manager
			July 2010	The Company, Auto Parts Engineering
				Div. Sagamihara Plant Manager
			June 2011	The Company, Purchasing Headquarters
				Purchase Manager
			June 2014	The Company, Director
			June 2015	Tokyo Metal Pack Co., Ltd.,
	Reappointed
			Representative Director and President
	Yutaka	June 2016
	The Company, Product Business Dept.,
1	Yamamoto	15,100
	Air- Conditioning Equipment Div.
(March 10,
		Manager
	1962)
			The Company, Product Business Dept.,
				Electronic Equipment Div. Manager
			June 2018	The Company, Executive Managing
				Director
				The Company, Product Business Dept.,
				General Manager
			June 2020	The Company, Administrative
				Headquarters General Manager
			June 2022	The Company, Representative Director and
				President (present)

Reasons for appointment: Mr. Yutaka Yamamoto is well-versed in plant administration in the Auto Parts Division, Purchasing Division administration, and administration of air-conditioning equipment, electronic equipment, and other administrative matters in the Product Business Division, and since June 2014 has engaged in corporate management as a director. In June 2016, he became the Manager of the Air- Conditioning Equipment Division and Electronic Equipment Div. Manager, and led the Company's Product Business Division and contributed to improvement of the division's performance. From June 2020, while serving as the General Manager of Administrative Headquarters, he demonstrated the appropriate ability to execute and supervise administration through general management. Since June 2022, he has served as the Representative Director and President and as the chairperson of the Board of Directors, and has led the management of the Company. For the foregoing reasons, the Company would like him to continue as a director.

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				Number
	Name	Work history, positions, responsibilities, and major	of
Candidate number	Company
(Date of birth)	position(s) concurrently held
	shares
				held
		April 1977	Joined the Company
		July 2001	The Company, Cold Storage Equipment
			Div. Tochigi Plant Manager
		June 2006	Tokyo Kinzoku Industry Co., Ltd.,
			Representative Director and President
			(resigned in December 2011)
		April 2007	The Company, Cold Storage Equipment
			Div. Tochigi Plant Manager
		December 2011	The Company, Cold Storage Equipment
			Div.
			Hiroshima Plant Manager and Auto Parts
			Engineering Div. Hiroshima Plant Manager
		April 2013	The Company, Merchandise Headquarters
	Reappointed
		Cold Storage Equipment Div. Tochigi
2	Katsuro Harata		31,800
	Plant Manager
(May 31, 1958)
	June 2013	Tokyo Kinzoku Industry Co., Ltd.,
			Representative Director and President
		June 2016	The Company, Director
			The Company, Product Business Dept.
			Cold Storage Equipment Div., Deputy
			Manager
		April 2017	The Company, Product Business Dept.
			Cold Storage Equipment Div. Manager
			(present)
		June 2020	The Company, Executive Managing
			Director (present)
			The Company, Product Business
			Headquarters General Manager (present)

Reasons for appointment: Mr. Katsuro Harata has served as the Tochigi Plant Manager and Hiroshima Plant Manager for the cold storage equipment division of the Company, is well-versed in the refrigerated vehicle business of the Company, and has engaged in corporate management as a director since June 2016 and as an executive managing director since June 2020. He is currently the General Manager of the Product Business Headquarters, where he has responded quickly to recent environmental changes in the refrigerated vehicle market and has led the division of this business. For the foregoing reasons, the Company would like him to continue as a director.

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					Number
	Name	Work history, positions, responsibilities, and major	of
Candidate number	Company
(Date of birth)	position(s) concurrently held
	shares
					held
			April 1984	Joined the Company
			April 2006	The Company, General Affairs Manager
				and Secretariat Office Manager
			June 2010	The Company, Director
			June 2011	The Company, General Affairs and Human
				Resources Manager and Secretariat Office
				Manager
				The Company, Foreign Operations Dept.
				Asia Manager
	Reappointed		February 2012	TOPRE (XIANGYANG) AUTOPARTS
3	Yoshinori		CORPORATION, Chairman	32,300
Tsuyuki	April 2013	The Company, General Affairs and Human
	(June 9, 1960)
		Resources Manager and Human Resource
				Development General Manager
			June 2014	TOPRE (FOSHAN) AUTOPARTS
				CORPORATION, Chairman and President
			October 2017	The Company, Purchasing Headquarters
				General Manager (present)
			June 2022	The Company, Executive Managing
				Director (present)
				The Company, General Manager of
				Administrative Headquarters (present)

Reasons for appointment: Mr. Yoshinori Tsuyuki has held the positions of General Affairs Manager and Secretariat Office Manager, and has engaged in corporate management as a director since June 2010 and as an executive managing director since June 2022. In June 2014, he became the Chairman and President of TOPRE (FOSHAN) AUTOPARTS CORPORATION, a consolidated subsidiary, and gained experience and knowledge as a corporate manager. For the foregoing reasons, the Company would like him to continue as a director.

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							Number
			Name	Work history, positions, responsibilities, and major	of
Candidate number			Company
		(Date of birth)	position(s) concurrently held
			shares
							held
					April 2000	Admitted as an attorney
						Joined Torikai Law Office
					May 2007	Maruetsu Inc., Outside Auditor (present)
					June 2007	The Company, Outside Auditor
					June 2015	The Company, Outside Director (present)
					January 2016	Established Wadakura Gate Law Office
						(present)
	Reappointed	November 2018	Armure Blanc. Inc. Outside Director
						(present)
		Outside director
					March 2020	IP Dream Inc., Outside Director (present)	0
4			Independent
			March 2021	Noritsu Koki Co., Ltd., Outside Director
		Tsuyoshi Takada
			(present)
		(July 28, 1972)
		June 2022	OpenDoor Inc., Outside Director (present)
					(Major position(s) concurrently held)
					Wadakura Gate Law Office, Representative Partner and Attorney
					Maruetsu Inc., Outside Auditor
					Armure Blanc. Inc., Outside Director
					IP Dream Inc., Outside Director
					Noritsu Koki Co., Ltd., Outside Director
					OpenDoor Inc., Outside Director

Reasons for appointment and expected roles: Mr. Tsuyoshi Takada brings the professional perspective of an attorney and has strong knowledge about corporate legal affairs; at Board of Directors meetings we expect him to monitor management by expressing opinions from an objective and neutral standpoint, independent from the other executive officers of the Company. Although he has never been involved in the management of a company other than becoming an outside officer, for the foregoing reasons, for the sustained enhancement of the corporate value of the Company, the Company has determined that he is an appropriate appointment and would like him to continue as an outside director.

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									Number
		Name	Work history, positions, responsibilities, and major		of
Candidate number			Company
	(Date of birth)	position(s) concurrently held
					shares
									held
				April 1989	Joined The Dai-Ichi Kangyo Bank, Ltd.
					(currently Mizuho Bank, Ltd.)
				December 1991	Joined Grant Thornton Taiyo Inc.
					(currently Grant Thornton Taiyo
					Accounting Service Inc.)
				August 1992	Registered as a certified public accountant
				April 2007	Grant Thornton Taiyo ASG Inc.
				(currently Grant Thornton Taiyo
					Accounting Service Inc.),
					Representative Member
	Reappointed	October 2008	Avantia GP, Representative (present)
				April 2010	Center for National University Finance
	Outside director
					and Management (currently	National
		Independent
				Institution	for Academic	Degrees and
5					0
	Naoshi		Quality	Enhancement	of	Higher
		Ogasawara		Education), Auditor (present)
		(August	June 2016	Tsuzuki Denki Co., Ltd., Outside Auditor
	19, 1965)			The Company, Outside Director (present)
				March 2022	Nikkiso Co., Ltd., Outside Auditor
					(present)
				June 2022	Tsuzuki Denki Co., Ltd., Outside Director
					(present)
				(Major position(s) concurrently held)
				Avantia GP, Representative
				National Institution for Academic Degrees and Quality
				Enhancement of Higher Education, Auditor
				Tsuzuki Denki Co., Ltd., Outside Director
				Nikkiso Co., Ltd., Outside Auditor

Reasons for appointment and expected roles: Mr. Naoshi Ogasawara has a wealth of experience and strong knowledge relating to finance and accounting, which he cultivated as a certified public accountant; at Board of Director meetings we expect him to monitor management by expressing opinions from an objective and neutral standpoint independent from the other executive officers of the Company. Although he has never been involved in the management of a company other than becoming an outside officer, for the foregoing reasons, for the sustained enhancement of the corporate value of the Company, the Company has determined that he is an appropriate appointment and would like him to continue as an outside director.

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