Tokai Tokyo Financial : Notice of Convocation of the 110th Ordinary 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. Accordingly, any peripheral document such as "Guidance to the Exercise of Voting Right via the Internet" or any other form or document that is referred to in this translated information is omitted.

(Securities Code 8616)

June 14, 2022

To Our Shareholders

Tateaki Ishida

Chairman and Representative Director

Tokai Tokyo Financial Holdings, Inc.

5-1 Nihonbashi 2-chome,

Chuo-ku, Tokyo, Japan

NOTICE OF CONVOCATION OF

THE 110TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders

We hereby inform you that we will hold the 110th Ordinary General Meeting of Shareholders of Tokai Tokyo Financial Holdings, Inc. (the "Company"), under the schedule described below.

Attendance at the venue will be capped to ensure the safety of attending shareholders and to prevent the spread of Covid-19.

If you are not attending the meeting in person, you may exercise your voting rights by postal ballot or over the Internet. Before you vote, please review the attached Reference Documents for the Ordinary General Meeting of Shareholders and the Guide to Exercising Voting Rights (Giketsuken kōshi hōhō ni tsuite no go-annai; omitted from this English translation, on pages 5 to 7 of the Japanese edition). Please vote by 5:10 p.m. (the time when our business day ends) on Monday, June 27, 2022, Japan time.

Schedule

1. Time and Date: 10:00 a.m. Tuesday, June 28, 2022, Japan time
2. Place: 5th floor, Midland Hall, Midland Square Office Tower, 4-7-1 Meieki, Nakamura-ku, Nagoya, Aichi
3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's 110th Fiscal Year (April 1, 2021 - March 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 110th Fiscal Year (April 1, 2021 - March 31, 2022)

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Proposals to be resolved:

Company proposals

Proposal No. 1: Distribution of Retained Earnings

Proposal No. 2: Amendments to Articles of Incorporation

Proposal No. 3: Election of Five (5) Directors (Excluding Directors Serving on the Audit & Supervisory Committee)

Proposal No. 4: Election of Four (4) Directors Serving on the Audit & Supervisory Committee

Proposal No. 5: Election of Accounting Auditor

Proposal No. 6: Payment of Bonuses to Directors and Other Officers

Proposal No. 7: The Issuance of Stock Acquisition Rights as Stock Options Granted to Directors and Employees of the Company and Its Subsidiaries

Shareholder Proposals

Proposal No. 8: Amendment to Articles of Incorporation to Change Company Name

Proposal No. 9: Dismissal of Two (2) Directors (Excluding Directors Serving on the Audit & Supervisory Committee)

Proposal No. 10: Dismissal of Two (2) Outside Directors (Audit & Supervisory Committee Members)

- Webcast of meeting

This year's meeting will be livestreamed.

• Among the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements subject to auditing when the Audit & Supervisory Committee and Accounting Auditor prepared the audit report, the following items are posted on the Company's website via the Internet in accordance with the relevant laws and regulations and Article 20 of the Company's Articles of Incorporation. Therefore, we do not include them in this Notice of Convocation.
• 1. Business Report: Notes on Subscription Rights to Shares
  2. Business Report: Mechanisms for Ensuring Sound Business Practices
  3. Business Report: Basic Policy of Corporation Control
  4. Consolidated Financial Statements: Consolidated Statements of Changes in Net Assets and Notes on Consolidated Financial Statements
  5. Non-consolidatedFinancial Statements: Statement of Changes in Shareholder Equity and Notes to Non-Consolidated Financial Statements
• In case any circumstances require us to revise the Reference Documents for the Ordinary General Meeting of Shareholders, the Business Report, Non-consolidated Financial Statements, and Consolidated Financial Statements, we will revise and post them on the Company's Web site. Company's website: https://www.tokaitokyo-fh.jp/en/

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Reference Documents for the Ordinary General Meeting of

Shareholders

Proposals and References

Company Proposals (Nos. 1-7)

Proposal No. 1: Distribution of Retained Earnings

The Company's basic policy is to provide reasonable and stable dividends while enhancing retained earnings with the aim of increasing corporate value by medium- to long-term growth.

Based on the above policy, we, the Company, plan to distribute profits for the fiscal year under review as set out below.

With the interim dividend of ¥10.00 per share already paid, the total dividend for the fiscal year under review will be ¥24.00 per share.

The matter regarding Year-End Dividend

1. Type of dividend property Cash
2. Allotment of dividend property and the total allotment amount Ordinary dividend per share of common stock: ¥14.00 Total amount: ¥3,480,157,240
3. Effective date of distribution of retained earnings

June 29, 2022

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Proposal No. 2: Amendments to Articles of Incorporation

1. Reason for Amendments

The proposed amendments to the Articles of Incorporation are intended to provide for the introduction of a system of electronic communication with shareholders. The Company intends to introduce this system in anticipation of an amendment to a proviso in supplementary provision 1 of the Act to Amend the Companies Act (Kaisha hō no ichibu o kaiseisuru hōritsu; 2019 No. 70), which will pass into law on September 1, 2022. Four (4) amendments are proposed:

1. The amended Articles of Incorporation will include a provision (in Article 20, Paragraph 1) that the Company must provide a mechanism for furnishing shareholders with information in the accompanying documentation.
2. The amended Articles of Incorporation will include a provision (in Article 20, Paragraph 2)
   limiting the content the Company is obliged to include in any print copy of documentation requested by a shareholder.
3. The amended Articles of Incorporation will omit the current Article 20 (conditions under which the Company is deemed to have provided documents for an annual general meeting of shareholders online), as it will no longer be relevant once the legal amendment takes effect.
4. The amended Articles of Incorporation will include a supplementary article providing that the amendments will take effect when the legal amendment takes effect.

2. Proposed Amendments

The proposed amendments are as follows. If approved, they will take effect on the close of this meeting.

(Underlined textindicates change.)

Existing version

Proposed amended version

Articles 1-19 (Omitted here)

Articles 1-19 (No change)

Article 20 Conditions under which the Company is

(Deleted)

deemed to have provided documents for an

annual general meeting of shareholders

online

The Company will be deemed to have

furnished its shareholders with

accompanying documentation for an

annual general meeting it has convoked

when the Company has disclosed online, in

accordance with the relevant ordinance of

the Ministry of Justice, information

warranting mention or disclosure in the

accompanying reference documents,

business report, and non-consolidated and

consolidated financial statements.

(New content)

Article 20 Mechanism for electronic communication

with shareholders

When the Company convokes a general

meeting of shareholders, it will provide a

mechanism for furnishing shareholders

with information in the accompanying

documentation.

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	Existing version			Proposed amended version
			2		If, prior to the date for determining
					shareholders entitled to vote at the
					meeting, a shareholder demands a print
					copy of information furnished under the
					above mechanism, the Company reserves
					the right to omit from the print copy it
					issues to that shareholder any information
					that is specified by an ordinance of the
					Ministry of Justice.
	Articles 21-42 (Omitted here)	Articles 21-42 (No change)
					Supplementary Articles
	Article 1 (Omitted here)	Article 1 (No change)
	(New content)	Article 2 (Transitional measures in the introduction of
				a system of electronic communication with
				shareholders)
				When the Company convokes a general
				meeting of shareholders, it will provide a
				mechanism for furnishing shareholders with
				information in the accompanying
				documentation.
				The removal of Article 20 from the pre-
				amended Articles of Incorporation
				(conditions under which the Company is
				deemed to have provided documents for an
				annual general meeting of shareholders
				online) and its replacement with Article 20
				in the amended Articles of Incorporation
				(mechanism for electronic communication
				with shareholders) will take effect on the day
				the amendment to a proviso in
				supplementary provision 1 of the Act to
				Amend the Companies Act (Kaisha hō no
				ichibu o kaiseisuru hōritsu; 2019 No. 70)
				passes into law (Effective Date).
			2 Notwithstanding the above provision, the
				pre-amended Article 20 will prevail for any
				shareholders meetings that convenes no later
				than six (6) months from the Effective Date.
			3 These supplementary provisions will be
				removed when six months have elapsed from
				the Effective date or when three months have
				elapsed from a shareholders meeting
				convened no later than six months from the
				Effective Date, whichever is later.

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