Toshiba : Notice Regarding the Date and Venue and the Agenda of an Extraordinary General Meeting of Shareholders, and the Opinion of the Company’s Board of Directors on the Shareholder Proposals

Notice: The document is an English translation of the original Japanese release, and is only for reference purpose. The Japanese original is official.

February 17, 2021

Toshiba Corporation

FOR IMMEDIATE RELEASE

Notice Regarding the Date and Venue and the Agenda of an Extraordinary General Meeting of Shareholders, and the Opinion of the Company's Board of Directors on the Shareholder Proposals

As announced in the releases titled "Notice Concerning a Shareholder Demand to Call an Extraordinary General Meeting of Shareholders" dated December 18, 2020 and dated December 25, 2020, Toshiba Corporation ("Toshiba") received written demands to call an extraordinary general meeting of shareholders (the "Extraordinary General Meeting of Shareholders") from shareholders, Effissimo Capital Management Pte Ltd

and Suntera (Cayman) Limited as Trustee of ECM Master Fund on December 17, 2020, and from a shareholder Chinook Holdings Ltd on December 25, 2020, respectively.

In response to these demands, Toshiba has announced in the release titled "Notice Concerning Setting Date of Record for Voting Rights for an Extraordinary General Meeting of Shareholders" dated January 15, 2021 that the date of record for voting rights for an extraordinary general meeting of shareholders held within three months from February 1, 2021 will be set on February 1, 2021. This release is to announce that, at its Board of Directors meeting held today, Toshiba resolved as follows with respect to the date and venue and the agenda of the Extraordinary General Meeting of Shareholders.

Toshiba also unanimously (excluding Directors who refrained from voting by way of caution in light of applicable laws.) resolved at its Board of Directors meeting held today, including Outside Directors, to oppose to both of the shareholder proposals after seriously considering and discussing the shareholder proposals (Proposals Nos. 1 and 2).

Details

1.

Date and Venue of the Extraordinary General Meeting of Shareholders

• (1) Date and Time: Thursday, March 18, 2021 at 10:00 a.m., Japan time

• (2) Venue:

Belle Salle Takadanobaba,

8-2, Okubo 3-chome, Shinjuku-ku, Tokyo, JapanIn the interest of preventing the spread of COVID-19, we sincerely request your cooperation in refraining from attending this General Meeting in person to the extent possible. This Extraordinary General Meeting of Shareholders will be broadcast live on the Internet, so the proceedings of the meeting will be available online. Please exercise voting rights in advance by mail or via the Internet. Prior submission of questions is also accepted. If you do plan on attending the meeting in person, we ask that you read and accept in advance the notes set out in the convocation notice.

2.

The Agenda of the Extraordinary General Meeting of Shareholders

Matters for resolution

(1) Proposal No.1: Election of persons to investigate the status of the operations and property of the stock company, as set forth in Article 316, Paragraph 2 of the Companies Act

This shareholder proposal is made by Effissimo Capital management Pte Ltd and Suntera (Cayman) Limited as Trustee of ECM Master Fund.

The summary of this matter for resolution is to elect Mr. Yoji Maeda, Mr. Takashi Kizaki and Mr. Takao Nakamura as persons to investigate the status of the operations and property of the stock company, as set forth in Article 316, Paragraph 2 of the Companies Act (the "Investigators"), to have them investigate the matters set out in "Matters for investigation" below.

"Matters for investigation"

Any matters the Investigators deem necessary in relation to whether the Annual General Meeting of Shareholders for the 181st fiscal year of the Company held on July 31, 2020 was conducted in a fair and impartial manner (including the lawfulness and fairness of the resolutions thereat).

The full text of the outline of the matter for resolution and reason for the shareholder proposal is as set out in Appendix I "Details of the Shareholder Proposal."

(2) Proposal No.2: Partial Amendment of the Articles of Incorporation This shareholder proposal is made by Chinook Holdings Ltd.

The summary of this matter for resolution is to add the following article to the Company's Articles of Incorporation and renumber the current Article 34 as Article 35.

Article 34 (Capital Policy)

• 1. The Board of Directors of the Company shall formulate a capital policy proposal, including a reasonable explanation of the policy, for strategic investment for growth for the fiscal years ending between April 1, 2021 and March 31, 2026, which shall be presented to a shareholders meeting for its approval.

• 2. If the capital policy proposal stipulated in the preceding paragraph is rejected at or has not been submitted to a General Meeting of Shareholders held before or at the Ordinary General Meeting of Shareholders for the fiscal year ending on March 2021, the Company will return to the shareholders, subject to the capital policy set forth in the Toshiba Next Plan, the full amount of operating cash flow in the financial statements (up to the amount available for distribution under the Companies Act) for each fiscal year ending between April 1, 2021 and March 31, 2026, by means of a dividend of surplus or share buyback.

• 3. "Toshiba Next Plan" in the preceding paragraph refers to the corporate transformation plan announced on November 8, 2018 (and includes subsequent changes but excludes changes on or after July 31, 2020).

The full text of the outline of the matter for resolution and reason for the shareholder proposal is as

set out in Appendix II "Details of the Shareholder Proposal."

Among the shareholder proposals made by Chinook Holdings Ltd, "the Growth Investment and Capital Policy of the Company" is not included as the agenda for of the Extraordinary General

Meeting of Shareholders because it is an agenda seeking an advisory resolution, which is not matters for resolutions at the general meetings of shareholders under applicable laws or the Articles of Incorporation, and is therefore not compliant with applicable laws as a shareholder proposal.

With the exception of some changes in formatting and layout, the content and reasons for each shareholder proposal of Proposals Nos.1 and 2 in Japanese are presented as received from the proposing shareholders.

3.

Opinion of the Board of Directors on Each Shareholder Proposal

The Board of Directors of the Company is OPPOSED to both of the shareholder proposals.

(1) Opinion of the Board of Directors in opposition to Proposal No.1 (Election of persons to investigate the

status of the operations and property of the stock company, as set forth in Article 316, Paragraph 2 of the Companies Act) is as described below:

The Board of Directors of the Company is OPPOSED to and advices shareholders to vote AGAINST

this Shareholder Proposal (Proposal No.1).

The Board of Directors of the Company has determined that there is no necessity, validity or reasonable grounds to conduct further investigation, and the election of three investigators as per this Shareholder

Proposal (Proposal No. 1) is not acceptable for the following reasons.

• (1) Effisimo Capital Management Pte. Ltd. And Suntera (Cayman) Limited as Trustee of ECM

  Master Fund (Effisimo) (collectively, the "Demanding Shareholders") have alleged that (i)

  "there were in fact shareholders that have given up exercising their voting rights due to such pressure" (the "Pressure Issue"); and, (ii) "there are a number of abnormal facts related to the counting of the voting rights which cannot be explained by this alone" with respect to the

  Company's explanation regarding the fact that "1139 voting cards received through the day

  before the 181st Annual General Meeting of Shareholders were not counted as valid votes" (the

  "Voting Rights Counting Issue").

• (2) Regarding the Pressure Issue, while the Company requested the Demanding Shareholders to disclose the details of the suspicion and the grounds thereof, the Demanding Shareholders have not made such points clear. However, in light of having received this Shareholder Proposal from the Demanding Shareholders, the Audit Committee of the Company, comprised solely of outside directors, embarked upon further investigation by engaging an outside law firm. This investigation has sought to, inter alia, verify whether the Company had taken part in applying such pressure if a certain large shareholder indirectly owning the shares in the Company (the

  "Large Shareholder") was in fact subject to undue pressure in respect of the exercise of its voting rights at the 181st Annual General Meeting of the Company (the "AGM") as reported by certain

  news media. The investigation undertaken by the Audit Committee included review of Company documents, interviews of certain relevant senior management of the Company and review of their email correspondence by the outside law firm. Based on the Audit Committee's review, no material or information was discovered that would lead to a conclusion that the Company was involved in any undue intervention by attempting to exert undue pressure. Moreover, the Audit

  Committee wrote to the Large Shareholder to ask whether or not it has been the subject of any undue pressure in relation to the exercise of its voting rights at the AGM that the Company had taken part in, but the Large Shareholder did not provide any specific information as to whether or not there has been any undue pressure that the Company had taken part in.

• (3) In addition, the Audit Committee also received records and reports from the related administrative divisions of the Company, regarding contact by the Company or its agents with shareholders other than the Large Shareholder and reviewed those records and reports; however,