Toyo Ink SC : Notice of the 185rd Annual General Meeting of Shareholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code: 4634) March 1, 2023 (Commencement of provision of documents in electronic format: March 1, 2023)

To Shareholders with Voting Rights:

Satoru Takashima

President, Representative Director

TOYO INK SC HOLDINGS CO., LTD.

2-2-1 Kyobashi, Chuo-ku, Tokyo

NOTICE OF THE 185th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

Please be informed that the 185th Annual General Meeting of Shareholders of TOYO INK SC HOLDINGS CO., LTD. (the "Company") will be held as follows.

The notice of the 185th General Meeting of Shareholders is provided in an electronic format. The matters to be provided in an electronic format are posted on the Company's website below:

https://schd.toyoinkgroup.com/ja/ir/archives/mtg.html (Japanese only) It is also posted on the Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the website above, enter the Company's name or stock exchange code and select "Basic information," then "Documents for public inspection/PR information."

We have decided to hold this year's Annual General Meeting of Shareholders while taking appropriate measures to prevent the spread of the COVID-19.

In order to prevent the spread of the infection, shareholders are requested to exercise their voting rights in advance in writing or via the Internet, etc., and to decide carefully whether to attend the General Meeting of Shareholders in person after checking their physical condition and the status of infections.

Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by following the instructions below by 5:00 p.m. on Wednesday, March 22, 2023, Japan time.

[Exercise of Voting Rights in Writing]

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it by the above deadline. If there is no indication of a vote for or against a proposal on the Voting Rights Exercise Form, the vote is deemed as for the proposal.

[Exercise of Voting Rights via electromagnetic means (the Internet)]

Upon reviewing the "Instructions for Exercise of Voting Rights" (Japanese version only), please access the "Smart Exercise" website for smartphones or the voting rights exercise website (https://www.web54.net) designated by the Company and vote for or against the proposals by the above deadline.

1. Date and Time: Thursday, March 23, 2023 at 10:00 a.m. Japan time

2. Place:	Conference room on the 29th floor of the Company located at
	2-2-1 Kyobashi, Chuo-ku, Tokyo, Japan

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3. Meeting Agenda: Matters to be reported:

Proposals to be resolved:

Proposal 1:

Proposal 2:

Proposal 3:

1. The Business Report, Consolidated Financial Statements for the Company's 185th Fiscal Year (January 1, 2022 - December 31, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Committee of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 185th Fiscal Year (January 1, 2022 - December 31, 2022)

Appropriation of Surplus

Partial Amendments to the Articles of Incorporation

Election of 7 Directors (Excluding Directors Who Are Audit & Supervisory

Committee Members)

1. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
2. If you exercise your voting rights both by mailing the Voting Rights Exercise Form and via the Internet, only the vote placed via the Internet is deemed valid.
3. If you exercise your voting rights multiple times via the Internet, your last votes will be deemed valid.
4. In accordance with laws and regulations and Article 16 of the Articles of Incorporation of the Company, "Matters Relating to Share Acquisition Rights, Etc." and "Systems and Policies of the Company" in the Business Report, "Notes to Consolidated Financial Statements," and "Notes to Non-consolidated Financial Statements" are not included in the paper copy of the documents sent to shareholders who have requested it. Accordingly, the paper copy constitutes part of the documents audited by the Audit & Supervisory Committee and the Accounting Auditor in preparing the audit reports.
5. Should the matters provided in an electronic format require revisions, the revised versions will be posted on the Company's website.

- Measures to Prevent the Spread of COVID-19 -

• The number of available seats will be limited as we plan to offer more space between seats to reduce the risk of infection. Please be advised that you may not be able to enter the venue depending on the circumstances of the day. We appreciate your understanding.
• Shareholders attending the meeting are asked to bring and wear a mask.
• We may ask those who have a fever or appear to be in poor health to refrain from entering the venue.
• If there is a major change in the operation of the meeting due to the status of the spread of infection or announcements by the government or other institutions up to the day of the meeting, the Company will post a notification on its website.
• We will not prepare souvenirs. We appreciate your understanding.

Live video streaming of the meeting will be available on the Internet. Please refer to page 3 for details on how to view the video.

The video of the meeting will be available on the Newsroom section of the Company's website at a later date. (https://schd.toyoinkgroup.com/ja/ir/archives/mtg.html) (Japanese only)

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From the perspective of preventing the spread of COVID-19, we kindly request shareholders to carefully consider whether to attend this year's meeting in person. However, since we recognize the Annual General Meetings of Shareholders are important contact events with our shareholders, the Company will live stream the meeting to allow as many shareholders as possible to view the meeting.

The live streaming will be a hybrid virtual shareholder meeting (participation type) wherein shareholders are able to view only. Therefore, voting rights cannot be exercised by live streaming. Shareholders viewing the live streaming are requested to exercise their voting rights in advance. In addition, shareholders are not able to propose any motions, vote on any motions, or ask questions. We appreciate your understanding.

Instead, shareholders are able to ask questions beforehand via our live steaming website. Each shareholder can submit up to two questions (200 characters maximum each). We will do our best to try to answer as many questions that we receive as possible in the meeting. However, we may not be able to answer every question due to operational circumstances. We appreciate your understanding.

https://sanka55.jp/toyoinkgroup185

How to Login: Please enter the Shareholder Reference Number and the password written in the paper version of the Notice of the Annual General Meeting of Shareholders to view the live streaming.

• When mailing the Voting Rights Exercise Form, please write down your Shareholder Reference

Number for future reference before mailing the form.

Live Streaming Start Date and Time:

Thursday, March 23, 2023 at 10 a.m. Japan Time (Viewing is available 30 minutes before the start time.) Submission Period for Advance Questions:

From Thursday, March 2, 2023 at 9 a.m. Japan Time to Thursday, March 16, 2023 at 5 p.m. Japan Time

• Since the meeting is a hybrid virtual shareholder meeting (participation type), the exercising of voting rights cannot be conducted on the live streaming website during live streaming.
• We will take all possible measures to ensure a proper connection environment. However, the live streaming may be cut off due to the connection situation, etc. The Company is not responsible for disadvantages incurred to shareholders due to disconnection. We appreciate your understanding.
• Shareholders are asked to bear the communication cost for viewing the live streaming.
• The Company will do its best to not record shareholders who attend the meeting in person in consideration of their portrait rights, privacy, etc. However, the shareholders may be recorded unavoidably. We appreciate your understanding.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

Based on the Basic Shareholder Return Policy below, the year-end dividend for the fiscal year is proposed as follows by considering the business results for the fiscal year, enhancement of financial structure and future business development.

1. Type of dividend property Cash
2. Matters concerning the allotment of dividend property and the total amount thereof ¥45 per share of common stock of the Company
   Total amount: ¥2,384,461,665
3. Effective date of distribution of surplus March 24, 2023

The Group aims to realize sustainable growth by continuously increasing the satisfaction of all stakeholders including shareholders in the long-term perspective through enriching the lives and cultures of people throughout the world.

The Company's basic policy for dividends is to maintain stable dividend, while also taking into account ensuring a solid business foundation over the long term.

Therefore, in the period covered by the current medium-term management plan (2021 to 2023), the Company sets the current dividend (annual dividend is ¥90) at the lowest price. However, the dividend may be reviewed according to business results. While the basic policy is providing stable dividends, the Company will work on shareholder returns through measures such as the agile purchase of treasury shares in comprehensive consideration of various factors such as cash flow and internal reserves.

The Company's policy for internal reserves is to use them for capital expenditure in our flagship businesses and prospective business fields as well as research and development that can contribute to future profit growth.

(Reference) Transition of Dividends

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal

Since the Company's founding in 1896, TOYO INK SC HOLDINGS CO., LTD. has been providing products that meet the social needs of each era based on its core technologies of pigments, resins, and dispersion. In order to contribute to a new era and achieve further growth in a rapidly changing social environment, the Company has decided to change its management philosophy system and redefine the value it provides to society as "value that resonates with the senses." The Company will change its corporate name to reflect its strong desire to anticipate the needs and challenges of the changing times and to transform itself into a company that delivers pioneering value to people around the world through its cutting-edge technology. To that end, the Company will change its corporate name from TOYO INK SC HOLDINGS CO., LTD. to artience Co., Ltd.

(New logo)

"artience" is a fusion of the words "art" and "science." "Art" expresses the stimulation of the five senses and the mind, including the application of color as well as a liberal arts perspective; "science" represents the application of technology, materials and a rational approach to discovery. The new corporate name expresses the Company's desire to realize a future in which everyone can live enriched lives, by providing society with "value that resonates with the senses" and that moves people's hearts and minds. This value is born from the fusion and refinement of the Company's strengths in art and science.

The corporate name change will be effective from January 1, 2024, according to a supplementary provision. This supplementary provision will be deleted from the Articles of Incorporation after the effective date has lapsed.

2. Details of amendments

The details of the amendments are as follows.

		(Amended parts are underlined.)
Current Articles of Incorporation		Proposed Amendments
CHAPTER I. GENERAL PROVISIONS		CHAPTER I. GENERAL PROVISIONS
(Corporate Name)		(Corporate Name)
Article 1 The Company shall be called "TOYO		Article 1 The Company shall be called "ARTIENCE
INKI SC HOLDINGS KABUSHIKI		KABUSHIKI KAISHA", which shall be
KAISHA", which shall be expressed in		expressed in English as "artience Co.,
English as "TOYO INK SC HOLDINGS		Ltd.".
CO., LTD.".
Articles 2 - 42 (Omitted)		Articles 2 - 42 (Unchanged)
SUPPLEMENTARY PROVISIONS		SUPPLEMENTARY PROVISIONS
Article 1 (Omitted)		Article 1 (Unchanged)
(Transitional Arrangements for Electronic		(Transitional Arrangements for Change of
Provision, etc.)		Corporate Name)
Article 2 The deletion of Article 16 (Disclosure		Article 2 The amendment to the Article 1
via Internet of Reference Document		(Corporate Name) shall come into
for General Meeting of Shareholders,		effect on January 1, 2024, and this
etc., and Deemed Provision) of the		Article shall be deleted after the
Articles of Incorporation before the		Effective Date.
amendments by the resolution of the
184th Ordinary General Meeting of
Shareholders and new establishment of
the amended Article 16 (Arrangement
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