TOCALO : Notice of The 72nd Ordinary General Meeting of Shareholders

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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 3433)

June 1, 2023

To Shareholders with Voting Rights:

Noriyuki Mifune

President

TOCALO Co., Ltd.

4-4,6-chome,Minatojima-Minamimachi,

Chuo-ku, Kobe

NOTICE OF

THE 72ND ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

You are hereby informed that the 72nd Annual General Meeting of Shareholders of TOCALO Co., Ltd. (the "Company") will be held for the purposes described below.

When convening this General Meeting of Shareholders, the Company has taken measures for electronic provision and matters subject to measures for electronic provision are posted on the following website on the Internet.

The Company's website:https://www.tocalo.co.jp/english/ir/stockinfo/meeting

In addition to posting the matters subject to measures for electronic provision on the above website, the Company also posts this information on the website of Tokyo Stock Exchange (TSE). Please access the TSE website below.

Tokyo Stock Exchange's website:https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you do not attend the meeting, you can exercise your voting rights in writing or via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to measures for electronic provision, indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by 5 p.m. on June 22, 2023, Japan time.

1.Date and Time:	Friday, June 23, 2023, at 10 a.m. Japan time (Reception desk opens at 9:30 a.m.)
2.Place:	"Kairaku" Meeting Room on the Main Building B1 floor of
	KOBE PORTOPIA HOTEL, located at
	10-1,6-chome, Minatojima Nakamachi, Chuo-ku, Kobe
3.Meeting Agenda:

• Matters to be reported:1. The Business Report, Consolidated Financial Statements and

Non-consolidated Financial Statements for the Company's 72nd Fiscal Year (April 1, 2022March 31, 2023)

2. Results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements for the Company's 72nd Fiscal Year (April 1, 2022March 31, 2023)

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Proposals to be resolved:

	Proposal 1:	Appropriation of Surplus
	Proposal 2:	Election of Nine (9) Directors

• Proposal 3: Election of One (1) Audit & Supervisory Board Member
  

• The Company intends to hold the company information session after the General Meeting of Shareholders this year. However, the Company may make a last-minute decision to cancel the session depending on the situation of the spread of COVID-19. We will not serve drinks, etc. We appreciate your understanding.

4. Exercise of Voting Rights

You are kindly requested to review the Reference Documents included in the matters subject to

measures for electronic provision and exercise your voting rights.

You can exercise your voting rights by any of the following three methods.

By attending the meeting	By postal mail	Via the Internet
Date and time of the meeting:	Deadline for exercise:	URL: https:// evote.tr.mufg.jp/
10:00 a.m., June 23, 2023 (Japan	Your ballot must reach us by post	Deadline for exercise:
time)	no later than 5 p.m. on June 22,	Enter your vote by no later than 5
	2023 (Japan time).	p.m. on June 22, 2023 (Japan
		time).

• When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
• If neither approval nor disapproval of a proposal is indicated on the Voting Rights Exercise Form, it will be treated as an indication of approval.

	For details regarding the exercise of voting rights via the Internet, please refer to page .

• Handling in case voting rights are exercised multiple times
• 1. In the event that voting rights are exercised both in writing and via the Internet, etc., the vote via the Internet, etc. shall be deemed valid.
  2. In the event that voting rights are exercised multiple times via the Internet, etc., the most recent vote shall be deemed valid.
  • From among the matters subject to measures for electronic provision, the "Consolidated Statement of Changes in Net Assets," "Notes to the Consolidated Financial Statements," "Statement of Changes in Net Assets" and "Notes to the Non-consolidated Financial Statements" are disclosed on the Company's website (https://www.tocalo.co.jp/) pursuant to the laws, regulations and Article 15 of the Articles of Incorporation of the Company. Therefore, these are not stated in the documents sent to shareholders. Also, the "Consolidated Statement of Changes in Net Assets," "Notes to the Consolidated Financial Statements," "Statement of Changes in Net Assets" and "Notes to the Non-consolidated Financial Statements" are included in the consolidated financial statements and non-consolidated financial statements audited by the Accounting Auditor and the Audit & Supervisory Board to prepare the Audit Reports.
  • Should any revisions be made to the matters subject to measures for electronic provision, the details of the revisions will be posted on the websites on which the matters are posted.
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Guide to Submitting Pre-Meeting Questions

Prior to the General Meeting of Shareholders, the Company will accept questions regarding the meeting agenda of this General Meeting of Shareholders in advance.

We will accept questions at the Engagement Portal, a site for online shareholder meetings. The method of entering pre-meeting questions is provided below.

1. Method of entering pre-meeting questions
2. 1. Log in to the Engagement Portal, a site for online shareholder meetings. Please refer to the method of logging in to the Engagement Portal on page 5.
   2. After logging in, click the "Pre-meeting questions" button that will be displayed.
   3. Select the category of your question, enter the question, etc., check the box for "I agree to the terms of use" after confirming the terms of use and click the "Move to confirmation screen" button.
   4. After confirming the information entered, click the "Submit" button. This completes the acceptance of your pre-meeting question.
3. Period of acceptance for pre-meeting questions

From the time of receipt of this Notice of Convocation to 5:00 p.m. on Friday, June 16, 2023.

3. Answers to pre-meeting questions

Among questions we receive, we will answer questions that are considered of high interest to shareholders on the day of the General Meeting of Shareholders. We will post answers to other questions on the Company's website, etc., after the General Meeting of Shareholders.

[Notes]

1. Your questions should be related to items relevant to the meeting agenda of the General Meeting of Shareholders.
2. You may ask up to three questions in principle. We would appreciate your cooperation.
3. Your questions should be 400 characters or less due to system constraints.
4. Please note that we cannot guarantee to answer all pre-meeting questions. Additionally, please be aware in advance that we will not be able to provide individual responses.
5. Communication fees and other costs associated with submitting a question will be borne by each shareholder.

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Guide to Online viewing of the Annual General Meeting of Shareholders (in Japanese only)

The General Meeting of Shareholders and the company information session will be streamed live online as follows on the day of the meeting to enable shareholders to watch them from their own homes, etc.

Please use the Engagement Portal for online viewing, a site for online shareholder meetings.

1. Date and time

Starting on Friday, June 23, 2023 at 10:00 a.m. Japan time, and ending when the General Meeting of Shareholders and the company information session end.

• The live streaming screen on the day of the meeting will be accessible from approximately 30 minutes before the start of the meeting.
• If, due to unavoidable circumstances, where the meeting will be prevented from being live-streamed, the Company will announce this on the Company's website, etc.

2. Online viewing of the General Meeting of Shareholders

URL of streaming website:

https://engagement-portal.tr.mufg.jp/

1. Log in to the Engagement Portal, a site for online shareholder meetings. Please refer to the method of logging in to the Engagement Portal on page 5.
2. • You can test your viewing environment at this website in advance. Please utilize this test function.
3. After logging in, click the "View meeting live" button that will be displayed.
4. Confirm the terms of use on viewing the live stream, check the box for "I agree to the terms of use," and click "View."

3. Notes

1. Shareholders who view the live stream cannot exercise their voting rights or ask questions on the day of the meeting. Make sure to exercise your voting rights in writing or via the Internet in advance.
2. Only the shareholders themselves stated on Voting Rights Exercise Forms may view the video. Please refrain from viewing the video if you are not the shareholders themselves.
3. Sharing of your ID or password with any third person is strictly prohibited.
4. Videoing and recording of audio are prohibited.
5. Please note that there may be disturbances or temporary disruptions in video or audio due to a system trouble, communication environment and other issues.
6. Internet connection fees and any other communication expenses for viewing the video are borne by the shareholders.

[Inquiries about the online viewing] Phone: [phone]

Management Office of Virtual General Meeting of Shareholders, V-cube, Inc.

(On the day of the General Meeting of Shareholders from 9:30 a.m. until the General Meeting of Shareholders and the company information session end.)

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Method of logging in to the Engagement Portal (Site for Online Shareholder Meetings)

Please refer to the back of the Voting Rights Exercise Form enclosed with this Notice of Convocation and log in using one of the following methods, depending on the device you are using.

• If you lose the enclosed Voting Rights Exercise Form, we will accept requests for re-issuance through [Inquiries about the website] on page 5 of the Notice of Convocation. Please be aware, however, that we may not be able to issue a replacement form depending on the timing of when the request is received; for example, if there is less than around one week before the day of the General Meeting of Shareholders.

1. In the case of logging in by scanning a QR code (smartphone, tablet, etc.)

Please scan the QR code printed on the back of the Voting Rights Exercise Form with your smartphone or other device. You will be able to log in without entering your "Login ID" and "Password."

1. • "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.
2. In the case of logging in using an individual login ID and password (computer, etc.)

1. Please use the following web address and enter the login ID and password shown on the back of the Voting Rights Exercise Form.
2. 
   URL: https://engagement-portal.tr.mufg.jp/
3. Confirm the terms of use and check the box for "I agree to the terms of use."
4. Click the "Login" button.

[Recommended environment]

The recommended environment for the Engagement Portal, a site for online shareholder meetings, is as follows. Internet Explorer is not compatible with the website, so please use any of the following browsers.

		PC		Mobile
	Windows		Macintosh	iPad	iPhone	Android
			MacOS X			Android 9.0 or
OS	Windows10 or later		10.13 (High Sierra) or	iPadOS 14.0	iOS 14.0 or later
	later
			later
Browser	Google Chrome,
Most		Safari,
Microsoft Edge		Safari	Safari	Google Chrome
recent		Google Chrome
(Chromium)
version

• There may be cases where the website may not work properly depending on the communications environment or device, even if you are using the above environment.

[Inquiries about the website] Phone: [phone](toll-free)

Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation

(Weekdays 9:00 a.m. to 5:00 p.m., not open on weekends or holidays, except on the day of the General Meeting of Shareholders from 9:00 a.m. until the company information session ends.)

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