TOTO : Convocation Notice

About this update from Toto Ltd

Notice of the 156th Ordinary General Meeting of Shareholders to be held in Kitakyushu City, Japan on June 24, 2022 In order to avoid the infection risk of the novel coronavirus disease (COVID-19), we ask our shareholders to check information about the COVID-19 situation and their own health conditions on the day of the Ordinary General Meeting of Shareholders before carefully deciding on whether to attend the Meeting. There will be live streaming for this year's Ordinary General Meeting of Shareholders and it will be accessible for watching on the Internet as an alternative for attending the Meeting. (Please refer to page 5 and page 6) . We recommend you to exercise your voting rights in advance in written form or via the Internet, etc. No souvenirs will be distributed on the day of the Meeting. If future developments necessitate a major change in the way the Meeting will be run, shareholders will be informed via the Company's website below. TOTO LTD. 2-1-1 Nakashima, Kokurakita-ku, Kitakyushu City, Japan Notice: This is an English translation of the Japanese original of the Notice of the 156th Ordinary General Meeting of Shareholders distributed to shareholders in Japan. This translation is prepared solely for the reference and convenience of foreign shareholders. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail. Securities Code: 5332 June 2, 2022 To Our Shareholders TOTO LTD. Noriaki Kiyota President, Representative Director 2-1-1 Nakashima, Kokurakita-ku, Kitakyushu City Notice of the 156th Ordinary General Meeting of Shareholders This is to inform you that TOTO LTD. (the "Company") will hold its 156th Ordinary General Meeting of Shareholders, as described below. In order to avoid the infection risk of the novel coronavirus disease (COVID-19), we ask our shareholders to check information about the COVID-19 situation and their own health conditions on the day of the Ordinary General Meeting of Shareholders before carefully deciding on whether to attend the Meeting. There will be live streaming for this year's Ordinary General Meeting of Shareholders and it will be accessible for watching on the Internet as an alternative for attending the Meeting. (Please refer to page 5 and page 6). We recommend you to exercise your voting rights in advance in written form or via the Internet, etc. Please exercise your voting rights after examining the attached reference documents for the General Meeting of Shareholders, no later than 5:10 p.m. on Thursday, June 23, 2022, Japan time. Time and Date: 10:00 a.m. on Friday, June 24, 2022, Japan time  Place: TOTO Museum Hall 2-1-1 Nakashima, Kokurakita-ku, Kitakyushu City Purpose of the Meeting: Matters to be reported: Reporting of the contents of the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements for the 156th fiscal period (from April 1, 2021 to March 31, 2022) Reporting the result of audit of the Consolidated Financial Statements by the Independent Accounting Auditors and the Audit & Supervisory Board Matters to be resolved: Proposal 1: Partial Amendments to the Articles of Incorporation Proposal 2: Election of 11 Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Proposal 3: Election of 4 Directors Who Are Audit and Supervisory Committee Members Proposal 4: Compensation for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Proposal 5: Compensation for Directors Who Are Audit and Supervisory Committee Members Proposal 6: Compensation Plan, Etc. for Allotting Restricted Shares to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors) - 1 - Matters Relating to Exercise of Voting Rights Exercise of voting rights in written form (by mail) Please indicate your approval or disapproval on the enclosed voting form and return it for receipt by the Company by 5:10 p.m., Thursday, June 23, 2022. Exercise of voting rights through the Internet, etc. Please vote via the Internet, etc. by 5:10 p.m., Thursday, June 23, 2022, with reference to the "Instructions on Exercising Voting Rights via the Internet, etc." on page 4. Treatment of multiple exercises of voting rights In the event that any shareholder exercises voting rights in written form (by mail) as well as through the Internet, etc., exercise of voting rights through the Internet, etc. shall be deemed as the effective exercise of the voting rights. If any voting right is exercised more than once via the Internet, etc., the latest exercise will be upheld as the valid exercise of the voting right. If any voting right is exercised more than once by personal computer or smartphone, the latest exercise will be upheld as the valid exercise of the voting right. The Consolidated Statements of Changes in Net Assets and the Notes to the Consolidated Financial Statements, as well as the Statements of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements, are posted on the Company's website pursuant to laws and regulations and Article 11 of the Company's Articles of Incorporation. (Japanese only) These documents are part of the Consolidated Financial Statements and the Non-consolidated Financial Statements that were audited by the Audit & Supervisory Board Members and the Independent Accounting Auditors. In the event of any change to the reference documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements, or the Non-consolidated Financial Statements, such change will be posted in the Company's website. If you plan to attend the Meeting, please submit the enclosed voting form to the receptionist at the Meeting. Please also bring this pamphlet with you, to help us conserve resources. In accordance with the Japanese government's "Cool Biz" summertime energy-saving campaign, we will be wearing light clothing at the Meeting. We recommend that you do the same. The measures that the Company will take on the day of the General Meeting of Shareholders in response to COVID-19 are described on the back cover. (Japanese only) No souvenirs will be distributed on the day of the Meeting. If future developments necessitate a major change in the way the Meeting will be run, shareholders will be informed via the Company's website below. Company's website: Investor Relations/Shareholder information/Shareholders' Meeting https://jp.toto.com/company/ir/reference/meeting (English) https://jp.toto.com/en/company/ir/reference/meeting/ * In the event of any discrepancy between English website and the Japanese original, the latter shall prevail. - 2 - Exercise of Voting Rights Recommendation Recommendation Exercise of Voting Rights via Attending the Shareholders' Meeting Please present the enclosed voting form at the reception desk. Date and Time of the Shareholders' Meeting Friday, June 24, 2022 10:00 a.m. Exercise of Voting Rights via Postal Mail Please indicate, on the enclosed voting form, your approval or disapproval of each proposal and return the completed form. Voting Deadline (To arrive before) Thursday, June 23, 2022 5:10 p.m. Exercise of Voting Rights via the Internet, etc. Please indicate your approval or disapproval of each proposal by following the instructions on the next page. Voting Deadline Thursday, June 23, 2022 5:10 p.m. How to fill out the voting form approve disapprove Proposal 1, 4, 5, and 6  If you approve of the proposal: Mark the "approve" box with a "○"  If you are opposed to the proposal: Mark the "disapprove" box with a "○" Proposal 2 and 3  If you approve of all of the candidates: Mark the "approve" box with a "○"  If you are opposed to all of the candidates: Mark the "disapprove" box with a "○"  If you are opposed to some of the candidates: Mark the "approve" box with a "○," and indicate the numbers for the candidates that you are opposed to within the parentheses If you submit your voting form without indicating your approval or disapproval of each proposal, it will be treated as an indication of approval. - 3 - Instructions on Exercising Voting Rights via the Internet, etc. Scanning QR code® You can simply login to the website for exercising voting rights without entering your login ID and temporary password printed on the voting form. Please scan the QR code® printed on the voting form. "QR code" is a registered trademark of DENSO WAVE INCORPORATED. Indicate your approval or disapproval by following the instructions on the screen. Entering login ID and temporary password Website for exercising voting rights: https://evote.tr.mufg.jp/ Please access the website for exercising voting rights. Enter your "login ID" and "temporary password" printed on the voting form, and click the "Login" button. Please register a new password. Indicate your approval or disapproval by following the instructions on the screen. Note that you can login to the website only once by using QR code® If you wish to redo your vote or exercise your voting rights without using QR code®, please refer to the "Entering login ID and temporary password" on the right. In case you need instructions for how to operate your PC/smartphone in order to exercise your voting rights via the Internet, please contact the helpdesk, for which the details are provided below. Mitsubishi UFJ Trust and Banking Corporation Corporate Agency Division (helpdesk) Telephone: 0120-173-027 (toll free and available from 9:00 a.m. to 9:00 p.m.; within Japan only) Institutional investors may use the electronic voting platform operated by ICJ, Inc. - 4 - This is an excerpt of the original content. To continue reading it, access the original document here .

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