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General Meetings of Shareholders5332TOTO LTD.Construction and Materials

Notice of Convocation of the 160th Annual General Meeting of Shareholders

Notice of the 160th Annual General Meeting of Shareholders and the submission of proposals seeking shareholder approval for amendments to the Articles of Incorporation and the election of 10 director candidates. The proposals would reduce the number of directors who are not Audit & Supervisory Committee Members from 9 to 6 and elect 4 directors who are Audit & Supervisory Committee Members.

Worth reading
60In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
3
Decrease in number (directors excluding Audit and Supervisory Committee Members)
Wording
Definitive
How definitive the wording is.

Resolutions for the General Meeting of Shareholders

Annual (160th fiscal period)
2026
Jun 23
Date and time28 days from this disclosure to the meeting
Matters for resolution3 items
  1. Partial Amendments to the Articles of Incorporation

  2. Election of 6 directors, excluding directors who are Audit & Supervisory Committee Members

  3. Election of 4 directors serving as Audit & Supervisory Committee Members

Shareholder Proposal

No

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee10 candidates: 2 new candidates and 8 outside candidates (2 of the 6 candidates under Proposal No. 2 and 3 of the 4 candidates under Proposal No. 3 are outside candidates)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (160th fiscal period)
Date and time10:00 a.m. on Tuesday, 23 June 2026
Matters for resolutionProposal No. 1: Partial Amendments to the Articles of Incorporation, Proposal No. 2: Election of 6 directors, excluding directors who are Audit & Supervisory Committee Members, Proposal No. 3: Election of 4 directors serving as Audit & Supervisory Committee Members
Shareholder ProposalNo
Director nominee10 candidates: 2 new candidates and 8 outside candidates (2 of the 6 candidates under Proposal No. 2 and 3 of the 4 candidates under Proposal No. 3 are outside candidates)
Items this document does not state (1)
Percentage voting in favor

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To appropriately size the Board of Directors, enabling faster and more effective decision-making and strengthening corporate governance. In addition, to allow matters such as dividends of surplus to be determined by a resolution of the General Meeting of Shareholders in addition to a resolution of the Board of Directors.

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Notice of Convocation of the 160th Annual General Meeting of Shareholders | TOTO LTD. (5332) timely disclosure | Komori