Toyo Seikan : Notice of Convocation of The 110th Ordinary General Meeting of Shareholders

[Translation for Reference and Convenience Purposes Only]

Please note that the following is an unofficial English translation of Japanese original text of Notice of Convocation of the 110th Ordinary General Meeting of Shareholders of Toyo Seikan Group Holdings, Ltd. The Company provides this translation for reference and convenience purposes only, without any warranty as to its accuracy or otherwise. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail.

Securities Code: 5901

June 1, 2023

To Our Shareholders:

Ichio Otsuka

President

Toyo Seikan Group Holdings, Ltd.

2-18-1Higashi-Gotanda,Shinagawa-ku,

Tokyo

Convocation of the 110th Ordinary General Meeting of Shareholders

We are pleased to announce that the 110th Ordinary General Meeting of Shareholders of Toyo Seikan Group Holdings, Ltd. will take place on June 23, 2023, as described below.

We have posted the content of the reference documents and related materials for the shareholders meeting on the following websites, in accordance with the legal provisions concerning electronic provision of materials for general meetings of shareholders.

[Official website of Toyo Seikan Group Holdings, Ltd.]

https://www.tskg-hd.com/en/ir/stocks/meeting/

[Website for materials for general meetings of shareholders (only in Japanese)]

https://d.sokai.jp/5901/teiji/

[Tokyo Stock Exchange's "Listed Company Search"]*

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

• Access the Listed Company Search of the Tokyo Stock Exchange through the link above, enter the company name ("Toyo Seikan Group Holdings") or security code ("5901") and click "Search" to find our company's page. Then, select "Basic information" and, on the following page, select the tab named "Documents for public inspection/PR information" and click the button to access "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting."

If you are unable to attend the shareholders meeting, please review the reference documents and exercise your voting rights, electronically or in writing (by mail), by 5:15 p.m., Thursday, June 22, 2023, Japan time.

* * *

1. Time and date: 10:00 a.m., Friday, June 23, 2023

2. Place:	2F Meeting Room, Osaki Forest Building, 2-18-1Higashi-Gotanda,
	Shinagawa-ku, Tokyo, Japan

3. Agenda items

Items to be reported:

1. Business report and consolidated financial statements for the 110th term (from April 1, 2022 to March 31, 2023) and results of audit of the consolidated financial statements by the Accounting Auditor and the Audit and Supervisory Board
2. Non-consolidatedfinancial statements for the 110th term (from April 1, 2022 to March 31, 2023)

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[Translation for Reference and Convenience Purposes Only]

Items to be resolved:

Proposal 1: Appropriation of surplus

Proposal 2: Election of nine (9) Directors

Proposal 3: Election of one (1) Audit and Supervisory Board Member

Proposal 4: Revision to the amount of director compensation

Proposal 5: Amendment to the performance-linked equity compensation plan for directors

4. Important matters related to voting

1. If you exercise your voting rights in writing (by mail) and if there is no indication of approval or disapproval on any agenda item on the voting form, you will be deemed to have expressed your approval on such agenda item.
2. If you vote multiple times by electronic means (the Internet, etc.), the most recent vote will be deemed valid.
3. If you vote both by electronic means (the Internet, etc.) and in writing (by mail), the vote exercised by electronic means (the Internet, etc.) will be deemed valid, regardless of the time or date of arrival of the votes.
4. If you intend to vote by proxy, one other shareholder with voting rights may attend the shareholders meeting as your proxy. Please note, however, that such shareholder will be required to submit a written authority to act as proxy.

When you attend the meeting, please present the enclosed Voting Form at the reception of the venue on the date of the meeting.

If there is any revision to the information contained in the above-mentioned reference documents, we will notify of the fact and the details of such revision on the websites listed above.

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[Translation for Reference and Convenience Purposes Only]

Contents:

Reference Documents for the 110th General Meeting of Shareholders ……………………………………… 4

Proposal 1: Appropriation of surplus ……………………………………………………………………… 4

Proposal 2: Election of nine (9) Directors ………………………………………………………………… 5

Proposal 3: Election of one (1) Audit and Supervisory Board Member ……………………………… 15

Proposal 4: Revision to the amount of director compensation ………………………………………… 17

Proposal 5: Amendment to the performance-linked equity compensation plan

for directors…………………………………………………………………………………… 20

The 110th Term Business Report…………………………………………………………………………………24

Consolidated Financial Statements……………………………………………………………………………… 63

Non-Consolidated Financial Statements…………………………………………………………………………77

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[Translation for Reference and Convenience Purposes Only]

Reference Documents for the 110th General Meeting of Shareholders

Proposal 1: Appropriation of surplus

We submit the following proposal for the appropriation of surplus.

1. Matters concerning the year-end dividend

Rewarding shareholders is one of our most important management issues. Following our basic dividend policy of ensuring stable and constant payment, we will distribute dividends for the five years from fiscal 2021 to 2025 in accordance with the following criteria stated in our Mid-Term Management Plan 2025: i) we aim for a payout ratio of 50 percent or higher on a consolidated basis, and ii) we set a minimum annual dividend of 46 yen per share and will gradually increase the amount.

Based on the above-mentioned policy, we have decided to distribute the year-end dividend for fiscal

2022 (the year under review) as follows:

1) Type of dividend property:

Cash

1. Allotment of dividend property to shareholders and its total amount

Year-end dividend for the Company's common shares:	45 yen per share
Total amount of payout:	8,193,860,370 yen

As the Company has already paid an interim dividend of 44 yen per share, the aggregate amount of annual dividend for the year under review will be 89 yen per share.

3) Effective date of the distribution of surplus:

June 26, 2023

Shareholder return policy of the Mid-Term Management Plan 2025

We will distribute profit to our shareholders with a target total return ratio of 80 percent during the period of the Mid-Term Management Plan 2025.

1. Dividend
   We aim for a payout ratio of 50 percent or higher on a consolidated basis. We set a minimum annual dividend of 46 yen per share and will gradually increase the amount.
2. Share repurchase
   We will implement share repurchase in an agile manner.

Note: The extraordinary income and losses arising from the disposal of assets are not taken into account, in principle, when we calculate the total return ratio and the consolidated payout ratio.

2. Matters concerning the appropriation of surplus

We ask our shareholders to approve a partial reversal of general reserve in order to allow for various measures to implement our capital strategy, including the stable and constant payment of dividends and the cancellation of treasury shares.

1. Item and amount of surplus to decrease

General reserve:

40,000,000,000 yen

1. Item and amount of surplus to increase

Retained earnings brought forward:

40,000,000,000 yen

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[Translation for Reference and Convenience Purposes Only]

Proposal 2: Election of nine (9) Directors

The term of office of the nine existing directors of the board, including four outside directors, will expire at the close of the 110th Ordinary General Meeting of Shareholders. We thus ask our shareholders to approve the appointment of nine new directors, including four outside directors, as listed below:

Candidates for Directors of the Company

				Board
No.	Name	Current position and responsibilities at the Company	meeting	Period
attendance	in office
				during the	(years)
				110th term
		President and Representative Director;
		Chairman of Group Sustainability		13 out of
1	Ichio Otsuka	Committee;	Reelection	13 times	5
		Chairman of Group Risk and Compliance		(100.0%)
		Committee
		Director and Executive Officer;		13 out of
		Head of Corporate Strategy;
2	Masakazu Soejima	Reelection	13 times	6
Accounting, Finance, Investor Relations,
			(100.0%)
		and Group Procurement Strategy
		Director and Executive Officer;		13 out of
		Human Resources, HR Development,
3	Kazuo Murohashi	Reelection	13 times	6
Group Sustainability and Group Risk &
			(100.0%)
		Compliance
		Director and Executive Officer;		13 out of
4	Kouki Ogasawara	Secretariat, General Affairs, Legal Affairs,	Reelection	13 times	5
		IT, and Group Information Management		(100.0%)
		Director and Executive Officer;		13 out of
5	Takuji Nakamura	Head of Group Technical Development;	Reelection	13 times	3
		Head of Innovation Incubation Office		(100.0%)
			Reelection	13 out of
6	Kei Asatsuma	Director	Outside	13 times	7
			Independent	(100.0%)
			Reelection	13 out of
7	Mami Taniguchi	Director	Outside	13 times	4
			Independent	(100.0%)
			Reelection	13 out of
8	Toshikazu Koike	Director	Outside	13 times	3
			Independent	(100.0%)
			New election
9	Kenzo Oguro	-	Outside	-	-
			Independent

Notes: 1. "Independent" marked in the above table means that the relevant candidates are independent from the Company on the basis of both the independent criteria of the Tokyo Stock Exchange (TSE) and those of the Company.

2. The Company has registered Kei Asatsuma, Mami Taniguchi and Toshikazu Koike as Independent Directors with the Tokyo Stock Exchange (TSE) under the TSE's independent criteria, and will notify the TSE of the appointment of Kenzo Oguro to Independent Director.

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