Toyota Tsusho : Notice of 103rd Ordinary General Meeting of Shareholders

The following is an unofficial translation of the Japanese-language original version, and is provided for your convenience only, without any warranty as to its accuracy or as to the completeness of the information. The Japanese original version of the notice is the sole official version. If there are any discrepancies between the Japanese original version and the English translation, the Japanese original version prevails and the Company disclaims all responsibility for and results of the discrepancies.

May 31, 2024

Start of electronic access: May 30, 2024

Security code: 8015

Ichiro Kashitani, President & CEO

Toyota Tsusho Corporation

9-8 Meieki 4-chome,Nakamura-ku, Nagoya, Aichi, Japan

Notice of 103rd Ordinary General Meeting of Shareholders

Dear Shareholders:

Thank you very much for your continued support of Toyota Tsusho Corporation.

You are cordially invited to attend the 102nd Ordinary General Meeting of Shareholders of Toyota Tsusho Corporation ("Toyota Tsusho" or the "Company") to be held in Nagoya on June 21, 2024.

If you are unable to attend the shareholders meeting in person, you can exercise your voting rights in writing. To vote, please examine the accompanying Reference Materials for the General Meeting of Shareholders and exercise your voting rights by 5:45 p.m. on Thursday, June 20, 2024 (Japan Time).

[Voting in Writing by Postal Mail]

Please indicate your vote for or against each of the proposals on the enclosed voting card and return it so that it arrives at the designated address by the deadline stated above.

[Voting by Electronic Means (the Internet, etc.)]

Please access the website for the exercise of voting rights designated by the Company (https://evote.tr.mufg.jp/) and enter your approval or disapproval in accordance with the instructions on the screen by the deadline stated above.

For information about the procedure for exercising voting rights via the Internet, please see page 4.

1. Date and Time	10 a.m., Friday, June 21, 2024 (Reception starting 8:30 a.m.)
2. Venue	Meeting Room, 13th floor (Reception, 2nd floor)
	Century Toyota Building (Toyota Tsusho Head Office)
	9-8 Meieki 4-chome,Nakamura-ku, Nagoya

3. Meeting Agenda Matters to be Reported:

1. The business report and consolidated financial statements for the Company's 103rd fiscal year (April 1, 2023 - March 31, 2024) and reports from the Independent Auditors and the Company's Audit & Supervisory Board on the results of their audits of the consolidated financial statements for the 103rd fiscal year
2. Non-consolidatedfinancial statements for the Company's 103rd fiscal year (April 1, 2023 - March 31,
3. • 1 -

2024)

Proposals to be Voted On:

Item 1: Appropriation of retained earnings

Item 2: Election of eight (8) directors

Item 3: Election of two (2) Audit & Supervisory Board members

Item 4: Payment of director bonuses

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1. Electronic distribution of reference materials and other information for the shareholders meeting

In accordance with the Companies Act and the Company's Articles of Incorporation, materials concerning the shareholders meeting are distributed electronically (on the following websites). Irrespective of whether or not a request for paper documents has been submitted in accordance with the Companies Act, all shareholders will receive paper documents with materials for the shareholders meeting* as in prior years.

• Materials include the business report, the consolidated and non-consolidated financial statements, audit reports, and the Reference Materials for the General Meeting of Shareholders (see the following page for information excluded from paper documents).

1) Toyota Tsusho website (Investor Relations/Shareholders Meeting)

Information is posted in the "103rd Ordinary General Meeting of Shareholders (June 21, 2024)" section at the following URL.

https://www.toyota-tsusho.com/ir/shareholders/meeting.html

2) Tokyo Stock Exchange website (Listed Company Search)

After accessing the website below, enter either "Toyota Tsusho" in the company name box or "8015" in the securities code box and click search. Then select "Basic information" and then "Documents for public inspection/PR information." https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

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2. Information excluded from this notice (excluded from paper documents)

Pursuant to applicable laws and regulations, and the Company's Articles of Incorporation, the following items are posted on the websites of the Company and the Tokyo Stock Exchange and are not included in the paper documents with materials concerning the shareholders meeting sent to all shareholders. The Company's Audit & Supervisory Board members and the Independent Auditor have audited documents subject to audit including the following matters.

Business Report: Matters relating to Independent Auditors, Company's Systems and Policies

Consolidated Financial Statements: Consolidated Statement of Changes in Equity, Notes on the Consolidated Financial Statements

Non-consolidated Financial Statements: Non-consolidated Statements of Changes in Net Assets, Notes on the Non-consolidated Financial Statements

3. Corrections to electronically distributed information

Corrections, if any, to the business report, consolidated financial statements, non-consolidated financial statements, or the Reference Materials for the General Meeting of Shareholders will be posted on the websites of the Company and the Tokyo Stock Exchange.

Shareholders who attend the meeting will not receive any gifts from the Company. Thank you for your understanding.

Please contact the reception desk at the shareholders meeting to request sign language interpreting.

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Procedure for Exercising Voting Rights via the Internet

Please exercise voting rights via the Internet by accessing the website for the exercise of voting rights designated by the Company (https://www.evote.tr.mufg.jp/) from a personal computer or smartphone.

Exercise of voting rights via the Internet

Until 5:45 p.m. on

Thursday, June 20, 2024

(Japan Time)

Notes

・You may not be able to exercise voting rights via a personal computer or smartphone depending on your Internet settings.

・All costs incurred when accessing the website for exercising voting rights (Internet connection charges, call charges, etc.) are borne by the shareholder.

・Treatment of Multiple Exercise of Voting Rights

1. If voting rights are exercised in duplicate by postal mail and via the Internet, the exercise of voting rights via the Internet will be treated as valid.
2. If voting rights are exercised multiple times via the Internet, the last exercise of voting rights will be treated as valid. If voting rights are exercised multiple times via personal computer, smartphone, and mobile phone, the last exercise of voting rights will be treated as valid.
3. If no voting instructions are submitted, the voting rights will be counted as approval of the corresponding proposals.

Contact for Technical Inquiries

Corporate Agency Division (Help Desk)

Mitsubishi UFJ Trust and Banking Corporation

Phone: [phone] (9:00 a.m. to 9:00 p.m.; toll-free within Japan)

Information on the Electronic Voting Platform

Nominal shareholders (including standing proxies) such as master trust banks and other companies that have applied in advance to use the electronic voting platform operated by ICJ, Inc., a joint venture company established by Tokyo Stock Exchange, Inc., etc., may use the platform as a method of exercising voting rights by electromagnetic means other than the abovementioned exercise of voting rights via the Internet.

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Reference Materials for the General Meeting of Shareholders

Item 1: Appropriation of retained earnings

The Board of Directors recommends a vote for appropriation of retained earnings in accordance with the following details.

Year-end dividend

The dividend policy of the Company is (1) a steady or higher dividend with a consolidated dividend payout ratio of at least 30% for the three fiscal years ending in March 2026 and (2) the consideration of additional measures concerning distributions to shareholders based on the level of cash flows.

The Company plans to pay a year-end dividend of ¥155 per share. Combined with the interim dividend of ¥125 per share, this will take the total annual dividend to ¥280 per share, up ¥78 per share versus the previous fiscal year.

1. Form of distribution: cash
2. Per-shareand total payment amounts: ¥155 per share of common stock, ¥54,573,857,155 in total
3. Effective date of dividend payment: June 24, 2024

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Item 2: Election of eight (8) directors

The term of office of all of the Company's eight (8) directors is to expire at the close of this General Meeting of Shareholders. Accordingly, the Company proposes the election of eight (8) directors.

The candidates' names are listed below.

No.

Name

Current position

Incumbency

1

Nobuhiko Murakami

Reappoint-

Chairman of the Board

2 years

ment

2

*Ichiro Kashitani

Reappoint-

Member of the Board, President & CEO

6 years

ment

3

*Hiroshi Tominaga

Reappoint-

Member of the Board, CSO, Regional CEO

3 years

ment

4

*Hideyuki Iwamoto

Reappoint-

Member of the Board, CFO

3 years

ment

5

Didier Leroy

Reappoint-

Outside

Member of the Board

6 years

ment

6

Yukari Inoue

Reappoint-

Member of the Board

4 years

Outside

Independent

ment

7

Chieko Matsuda

Reappoint-

Outside

Independent

Member of the Board

1 year

ment

8 Goro Yamaguchi

New		Outside		Independent	-	-
appointment

Notes:

1. An asterisk designates a member who is planned to be elected as a representative director at the Board of Directors meeting following the conclusion of the General Meeting of Shareholders, subject to approval of this proposal.
2. The listed incumbency of the directors is the most recent consecutive years of tenure.
3. CEO: Chief Executive Officer, CSO: Chief Strategy Officer, CFO: Chief Financial Officer

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No.		Name	Position and			Number
	Personal history and positions at other companies	of shares
	(Date of birth)	responsibilities
				held
					Apr 1982	Joined Toyota Motor Corporation (TMC)
					Jan 2010	General Manager, Product Management Division,
						TMC
					Apr 2012	Managing Officer, Deputy Chief Officer,
						Customer First Promotion Group, TMC
					Apr 2014	Corporate Senior Vice President, Fuji Heavy
						Industries Ltd. (Current SUBARU Corporation)
					Apr 2015	Corporate Executive Vice President, Fuji Heavy
						Industries, Ltd.
					Apr 2017	Senior Managing Officer, Chief Officer, External
						Affairs & Public Affairs Group, Chief
		Nobuhiko	Chairman of the		Communications Officer, TMC	8,247
1		Murakami	Jan 2018	Chief Officer, East Asia, Oceania & Middle East
	Board	shares
		(May 9, 1959)		Region, TMC
		[Number of Board		Jan 2019	Operating Officer, Chief Officer, East Asia,
		meetings attended]			Oceania & Middle East Region, Deputy Chief
		13/13 times			Officer, Europe Region, TMC
		[Incumbency]		Jan 2022	Senior Project General Manager, Toyota Tsusho
		2 years			Corporation
					Jun 2022	Chairman of the Board, Toyota Tsusho
		Reappointment
					Corporation (to date)
					Jun 2023	Outside Director, Nagoya Railroad Co., Ltd. (to
						date)
					[Major positions at other companies]
					Outside Director, Nagoya Railroad Co., Ltd.

Reasons for Selection as a Candidate for Director

Mr. Nobuhiko Murakami has served as an officer for Toyota Motor Corporation and SUBARU Corporation, and was mainly engaged in global management and marketing. He has expertise in the automobile industry, with a wealth of experience in global management. The Company has nominated Mr. Murakami as a candidate for reelection as a director based on the belief that he can provide advice about the Company's businesses and supervise the execution of duties by directors by using a viewpoint separate from that of managers of business operations after he became Chairman of the Board in June 2022.

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No.		Name	Position and			Number
	Personal history and positions at other companies	of shares
	(Date of birth)	responsibilities
				held
					Apr 1983	Joined Toyota Tsusho Corporation
					Apr 2005	General Manager, Automotive Department,
						Toyota Tsusho Corporation
					Jun 2011	Executive Officer, Toyota Tsusho Corporation
					Apr 2015	Managing Executive Officer, Toyota Tsusho
						Corporation
				President & CEO	Jun 2016	Managing Director, Toyota Tsusho Corporation	28,139
		Ichiro Kashitani
2		(Chief Executive	Apr 2017	Member of the Board, Senior Managing
	shares
	(April 25, 1959)
		Officer)		Executive Officer, Toyota Tsusho Corporation
		[Number of Board		Jun 2017	Senior Managing Executive Officer, Toyota
		meetings attended]
				Tsusho Corporation
		13/13 times
			Apr 2018	President & CEO, Toyota Tsusho Corporation
		[Incumbency]
			Jun 2018	Member of the Board, President & CEO,
		6 years
				Toyota Tsusho Corporation (to date)
		Reappointment

Reasons for Selection as a Candidate for Director

Mr. Ichiro Kashitani has experience in the automotive, food, Africa, corporate and other business units and has been President & CEO since April 2018. The Company has nominated Mr. Kashitani as a candidate for reelection as a director because he has a wealth of experience in global management and has advanced knowledge of overall management to be able to demonstrate leadership as President & CEO to contribute to the enhancement of the company's corporate value.

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No.		Name	Position and			Number
	Personal history and positions at other companies	of shares
	(Date of birth)	responsibilities
				held
					Apr 1985	Joined Toyota Tsusho Corporation
					Apr 2007	General Manager, Accounting Planning
						Department, Toyota Tsusho Corporation
				Member of the	Apr 2013	Executive Officer, Toyota Tsusho Corporation
				Board,	Apr 2017	Managing Executive Officer, Toyota Tsusho
				CSO (Chief		Corporation
				Strategy Officer),	Jun 2017	Member of the Board, Managing Executive
	Hiroshi Tominaga	Regional CEO		Officer, Toyota Tsusho Corporation	15,612
3		Apr 2019	Member of the Board, CSO, CIO, and Assistant
	shares
	(February 18, 1963)	Chief Officer		to CTO, Toyota Tsusho Corporation
		[Number of Board	Apr 2020	Member of the Board, CSO and CDTO, Toyota
		Responsible for
		meetings attended]	Emerging Regions		Tsusho Corporation
		13/13 times	(Central and South	Jun 2020	CSO and CDTO, Toyota Tsusho Corporation
		[Incumbency]
		America)	Apr 2021	CSO and Regional CEO, Toyota Tsusho
		3 years
				Corporation
					Jun 2021	Member of the Board, CSO and Regional CEO,
		Reappointment
					Toyota Tsusho Corporation (to date)

Reasons for Selection as a Candidate for Director

Mainly engaged in accounting, finance and corporate planning fields at the Company, Mr. Hiroshi Tominaga currently serves as CSO. The Company has nominated Mr. Tominaga as a candidate for reelection as a director because he has a wealth of experience in global management and has advanced knowledge of overall management, particularly in the fields of management strategy, and is able to contribute to the enhancement of the Company's corporate value.

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No.		Name	Position and			Number
	Personal history and positions at other companies	of shares
	(Date of birth)	responsibilities
				held
					Apr 1985	Joined Tomen Corporation
						(Current Toyota Tsusho Corporation)
					Apr 2009	General Manager, Corporate Planning
						Department, Toyota Tsusho Corporation
					Apr 2013	Executive Officer, Toyota Tsusho Corporation
					Apr 2017	Managing Executive Officer, Toyota Tsusho
				Member of the		Corporation
4		Hideyuki Iwamoto	Board,	Jun 2017	Member of the Board, Managing Executive	16,612
	CFO (Chief		Officer, Toyota Tsusho Corporation	shares
		(February 20, 1963)
		Financial Officer)	Apr 2019	Member of the Board, CFO, Toyota Tsusho
		[Number of Board
		meetings attended]			Corporation
		13/13 times		Jun 2020	CFO, Toyota Tsusho Corporation
		[Incumbency]		Jun 2021	Member of the Board, CFO, Toyota Tsusho
		3 years			Corporation (to date)
		Reappointment

Reasons for Selection as a Candidate for Director

Mainly engaged in accounting, finance and corporate planning fields at the Company, Mr. Hideyuki Iwamoto currently serves as CFO. The Company has nominated Mr. Iwamoto as a candidate for reelection as a director because he has a wealth of experience in global management and has advanced knowledge of overall management, particularly in the fields of finance, accounting, and risk management, and is able to contribute to the enhancement of the Company's corporate value.

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