Notice of the 77th Ordinary General Shareholders' Meeting

Securities Code: 6809

June 9, 2025

Masahiro Taniguchi President, CEO

TOA CORPORATION

7-2-1, Minatojima-nakamachi, Chuo-ku, Kobe, Hyogo

We would hereby like to inform you that the 77th Ordinary General Shareholders' Meeting (the "Meeting") of TOA Corporation ("TOA") will be held as described below.

When convening this Meeting, TOA takes measures for providing information that constitutes the content of reference documents for the general shareholders' meeting, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on each of the following websites. Please access either of the following websites by using the internet address shown below to review the information.

https://www.toa-global.com/ja/ir/stockinfo/memo（in Japanese） https://www.toa-global.com/en/ir/stockinfo/memo（in English）

https://d.sokai.jp/6809/teiji/

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

Access the TSE website by using the internet address shown above, enter "TOA" in "Issue name (company name)" or the Company's securities code "6809" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

• When attending the Meeting, please submit the enclosed voting form at the reception desk.

• If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each of the aforementioned websites.

• In accordance with a revision of the Companies Act, in principle you are to check matters subject to measures for electronic provision by accessing either of the websites mentioned above, and we have decided to deliver paper-based documents stating the matters only to shareholders who request the delivery of paper-based documents by the record date. However, for this Meeting, we have delivered paper-based documents stating the matters subject to measures for electronic provision(excluding items 1)to 3) below) to all shareholders, regardless of whether or not they have requested them.

• Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations and the Articles of Incorporation of TOA, the following matters are not provided in the paper-based documents delivered. The Audit & Supervisory Board Members and the Financial Auditors have audited the documents subject to audit, including the following matters.

  1. The following matters of the Business Report

     ・Policy Regarding Determination of Dividends From Retained Earnings, Etc.

     ・Systems to Ensure the Appropriateness of Business Operations and the Operating Status of Such Systems

     ・Basic Policy Regarding Company Control

  2. The following matters of the Consolidated Financial Statements

     ・Consolidated Statements of Changes in Shareholders' Equity, etc.

     ・Notes to the Consolidated Financial Statements

  3. The following matters of the Non-consolidated Financial Statements

     ・Statement of Changes in Shareholders' Equity, etc.

     ・Notes to the Non-consolidated Financial Statements

• A live alto saxophone performance is scheduled to take place after the Meeting as a Sound Demo. We hope you will enjoy it.*

• After the Sound Demo, there will be a brief opportunity for shareholders to meet with our Directors, Audit & Supervisory Board Members, and Executive Officers present at the Meeting. This is also an opportunity for us to receive questions and candid opinions from shareholders.*

  *These events may be modified or canceled at short notice due to various reasons or unforeseen circumstances.

• The following will be available at the meeting venue on the day of the Meeting. Please inform the reception staff on the day of the Meeting if you require any of the following. In the event that you are accompanied by a caregiver, only one caregiver will be allowed to be seated with you in the venue.

  ・Staff to assist shareholders with disabilities

  ・Dedicated space for wheelchair users

  ・Writing boards

• Should matters to be described in the documents attached to this notice of convocation as well as the Reference Documents for the General Shareholders' Meeting require revisions, the revised versions will be posted on TOA's website (https://www.toa-global.com/ja/ir/stockinfo/memo).

• We do not have any gift items available.

• [To Institutional Investors]

ICJ, Inc.'s electronic voting platform is available as a method for exercising voting right.

We propose the appropriation of retained earnings as described below.

Matters related to the year-end dividends

TOA positions enhancing returns of profits to shareholders as one of the management priorities.

For the distribution of earnings, while targeting sustainable growth and having a policy of increasing investment in businesses as a basis, TOA endeavors to provide more stable dividends with fiscal discipline. We adopt a basic policy of maintaining an annual dividend of 40 yen (interim dividend 20 yen and year-end dividend 20 yen) taking our business performance into account and make a decision targeting consolidated dividend payout ratio of 45%.

Based on this policy, we propose payment of a year-end dividend of 20 yen per share for the fiscal year ended March 31, 2025.

1. Type of dividend property

   Cash

2. Matters related to the allotment of dividend property to shareholders and the total amount

   20 yen per share of common stock of TOA Total amount: 601,398,920 yen

   We paid 20 yen per share as an interim dividend; therefore, the total annual dividend for the fiscal year ended March 31, 2025, including the interim dividend, will be 40 yen per share.

3. Effective date of distribution of retained earnings

June 26, 2025

The terms of office of Directors Messrs. Kenji Itani and Masashi Murata will expire at the closing of this Meeting. Accordingly, we propose the appointment of two (2) Directors.

The candidates for Directors are as follows.

Toru Otono

Date of Birth

September 10, 1964 Male

3,700

April 1987 Joined TOA Corporation

April 2009 General Manager, Audio R&D Department , Audio R&D Division, TOA Corporation

April 2012 General Manager, International R&D Department, International Business Division, TOA Corporation

April 2014 General Manager, Audio R&D Department, Audio R&D Division, TOA Corporation

April 2016 General Manager, R&D Division, TOA Corporation April 2017 President, TAKEX Corporation

April 2019 General Manager, Core Product R&D Department, Global R&D Division, TOA Corporation

April 2021 General Manager, Product Marketing Department, Global R&D Division, TOA Corporation

April 2022 Executive Officer, Vice Executive Manager, Global R&D Division, TOA Corporation

June 2023 Executive Officer, Executive Manager, Global R&D Division, TOA Corporation

September 2024 Executive Manager, Global R&D Division, TOA Corporation (to present)

• Reasons for nomination as a candidate for Director

Mr. Toru Otono has been nominated as a candidate for Director because he can be expected to fulfill the role as Director in contributing to the further growth of the Company and the sustained enhancement of its corporate value, based on his abundant track record, such as enhancing the competitiveness of the Company's core products by actively advancing the development processes, technical education, and other environments through utilizing his experience serving as the head of R&D departments, working overseas, and serving as the president of a production subsidiary.