These documents have been translated from a part of the Japanese originals for reference purposes only. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities Code: 8439) June 2, 2023 (Electronic provisional measures commence on May 24, 2023)

To Shareholders with Voting Rights:

Koichi Baba

President & CEO,

Representative Director

Tokyo Century Corporation

3 Kanda-neribeicho,Chiyoda-ku,

Tokyo, Japan

NOTICE OF THE 54TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are hereby informed that the 54th Annual General Meeting of Shareholders (the "Meeting") of Tokyo Century Corporation (the "Company") will be held for the purposes as described below.

When convening this general meeting of shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following Company's website. However, we will send out paper copies of documents stating the matters subject to electronic provision measures to all shareholders, regardless of whether or not they made a request for delivery of documents under the Companies Act.

The Company website https://www.tokyocentury.co.jp/en/ir/meeting.html

In addition to the website shown above, the Company also has posted this information on the following website.

The TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the above website, enter "Tokyo Century Corporation" in the issue name (company name) or our stock exchange code "8439" in the "Code" field, and click "Search" to find search results. Then, click on "Basic information" and "Documents for public inspection/PR information." in this order to find "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting]" in the "Filed information available for public inspection" section.

Instead of attending the Meeting, you can exercise your voting rights in writing (by mail) or via the Internet. Please review the Guide to Exercising Voting Rights on pages 3 and 4 and exercise your voting rights by 5:15 p.m. on Friday, June 23, 2023. In addition, the Company will broadcast the Meeting live via the Internet so that you can watch the proceedings of the Meeting live. For details, please refer to the Information on the Livestreaming of the General Meeting of Shareholders on page 24.

1

Appropriation of Surplus
Election of Thirteen (13) Directors Election of One (1) Corporate Auditor Election of One (1) Substitute Corporate Auditor

1. Date and Time: Monday, June 26, 2023 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)

  • Please be noted the starting time is 10:00 a.m.

2. Place:

AKIBA HALL, FUJISOFT Bldg. 5F

3 Kanda-neribeicho,Chiyoda-ku, Tokyo, Japan

* Please refer to the "Map and Directions" attached at the end.

3. Meeting Agenda:

Matters to be reported: 1. Business Report, Consolidated Financial Statements for the 54th Fiscal Year

(from April 1, 2022 to March 31, 2023) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the 54th Fiscal Year (from April 1, 2022 to March 31, 2023)

Matters to be resolved:

Proposal No. 1:

Proposal No. 2:

Proposal No. 3:

Proposal No. 4:

4. Arrangements in convening the Meeting:

  1. You can exercise your voting rights by proxy upon submission of a letter of proxy which certifies the permission of the proxy who shall be a shareholder qualified to exercise voting rights.
  2. If neither approval nor disapproval of a proposal is indicated, it shall be deemed a vote of approval for Company proposals.
  3. If you wish to split your voting on any of the proposals, please notify the Company of your intention to split a vote and its reasons at least three days prior to the date of the Meeting.

The documents mailed to shareholders who made a request for delivery of documents also serve as reference documents stating the matters subject to the electronic provision measures. In accordance with laws and regulations as well as Article 15 of the Articles of Incorporation of the Company, the following matters are not presented in the documents mailed to shareholders. Accordingly, the documents mailed to shareholders constitute only part of the documents audited by the independent auditor and the Corporate Auditors in the preparation of the Audit Report. For the following information, please see the websites on page 1.

  • "Matters concerning stock acquisition rights, etc. of the Company," "Matters concerning the accounting auditor," "System for ensuring appropriateness of operations," in the Business Report
  • Consolidated Statements of Changes in Equity and Notes to Consolidated Financial Statements
  • Non-consolidatedStatements of Changes in Equity and Notes to Non-consolidated Financial Statements If any amendments are made to matters subject to the electronic provision measures, such amendments will
    be posted on the respective websites where the matters are posted.

2

Guide to Exercising Voting Rights

We recognize that the shareholders' voting rights to be exercised in the Meeting is an important right for our shareholders.

Please review the matters subject to electronic provision measures of the Reference Documents for the Meeting, and we respectfully request that you exercise your voting rights.

The following three methods are available for exercising your voting rights.

Attending the Meeting in person

Please submit the enclosed Voting Rights Exercise Form at the reception desk of the venue. Date and time of the meeting: Monday, June 26, 2023 at 10:00 a.m.

(Reception starts at 9:00 a.m.)

Exercising voting rights in writing (by mail)

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it by mail without putting a stamp on it.

Deadline for exercising voting rights: 5:15 p.m., Friday, June 23, 2023 (time of receipt)

Exercising voting rights via the Internet

Please enter your vote for or against the proposals following the guide on the next page. Deadline for exercising voting rights: 5:15 p.m., Friday, June 23, 2023 (completion of input)

Guide to filling out the Voting Rights Exercise Form

Please circle the response corresponding to your vote for each proposal.

Proposals 1, 3 and 4

  • Circle "" to vote for the proposal
  • Circle "" to vote against the proposal

Proposal 2

  • Circle "" to vote for the proposal
  • Circle "" to vote against the proposal
  • If you disapprove part of candidates, circle "" and write the number(s) of the candidate(s) whom you are against
  • If you exercise your voting rights both through writing (by mail) and through the Internet, etc., the vote through the Internet, etc. shall be valid. If you exercise your voting rights through the Internet, etc. more than once, the last vote shall be deemed to be effective.
  • The password will be locked and disabled when inputted incorrectly a certain number of times. When the password is locked, please follow the instructions on the screen.

3

Guide to exercising voting rights via the Internet

You can login to the voting website without entering your voting rights exercise code and password on the Voting Rights Exercise Form.

  1. Please scan the QR code on the Voting Rights Exercise Form * QR Code" is a registered trademark of Denso Wave Incorporated.
  2. Thereafter please follow the instructions on the screen and enter your votes

Exercising voting rights by the "Smart Exercise" is available only once.

If you need to change your votes after exercising your voting rights, please access the voting website designed for PC users and login by entering your "voting rights exercise code" and "password" printed in the right side (back side) of the enclosed "Voting Rights Exercise Form." Then, please exercise your voting rights again.

* If you rescan the QR code, you can access the voting website designed for PC users.

Voting website: https://soukai.mizuho-tb.co.jp/

  1. Please access the voting website
  2. Please enter the "voting rights exercise code" on the Voting Rights Exercise Form and click
    "Continue"
    Enter the "voting rights exercise code" and click "Continue."
  3. Register new "password"
    Enter new "password" and click "Register."
  4. Thereafter please follow the instructions on the screen and enter your votes

If you have any questions concerning how to use your PC when exercising your voting rights via the Internet, please contact the following number.

Contact information:

Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd. 0120-768-524

Service hours: 9:00 - 2100 (except for New Year holidays)

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

4

Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus

For appropriation of surplus, the Company, under its basic policy, aims to return profits to its shareholders on a long-term and stable basis while enhancing internal reserves. Net income attributable to owners of parent decreased significantly though this was due to a one-time loss with no cash outflow. Taking into consideration our future financial condition and business performance, we propose to pay the following dividends.

1. Matters pertaining to the period-end dividend

  1. Dividend assets classification The dividend will be paid in cash
  2. Matters pertaining to the allocation of dividend assets and total amount thereof ¥72 per share of the Company's common stock

Total amount

¥8,812,856,736

Annual dividend for the fiscal year under review shall be ¥143 per share, as ¥71 was already paid for interim dividend.

  1. Effective date for payment of dividend of surplus June 27, 2023

5

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Tokyo Century Corporation published this content on 01 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2023 05:47:04 UTC.