Topre : NOTICE OF CONVOCATION OF THE 128TH ORDINARY GENERAL MEETING OF SHEREHOLDERS

Securities code: 5975 June 7, 2023

To: Shareholders

Yutaka Yamamoto,

Representative Director and President

12-2, Nihonbashi 3-chome,Chuo-ku, Tokyo

NOTICE OF CONVOCATION OF

THE 128TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially informed that the 128th Ordinary General Meeting of Shareholders ("Meeting") of Topre Corporation (the "Company") will be held as detailed below.

We would like to express our deepest sympathies to those of you who have been affected by the COVID-19 pandemic.

Since you may exercise your voting rights for the Meeting in advance in writing, online, or by other means instead of attending the Meeting in person, we recommend that you read the "Reference Documents for the General Meeting of Shareholders" below and exercise your voting rights in accordance with the "Guide to Exercise of Voting Rights."

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Date and time	10:00 a.m., Wednesday, June 28, 2023 (reception starts at 9:00 a.m.)
Place	KKR Hotel Tokyo, 10th floor, Zuiho
	4-1, Otemachi 1-chome,Chiyoda-ku, Tokyo
	(For directions, please refer to the map provided at the end of this Notice of
	Convocation.)
Purpose
Matters to be	1. The Business Report, the Consolidated Financial Statements for the 128th
Reported	Term (from April 1, 2022 to March 31, 2023) and Audit Reports by the
	Independent Auditor and the Board of Auditors on the Consolidated
	Financial Statements
	2. The Financial Statements for the 128th Term (from April 1, 2022 to March
	31, 2023)

Matters to be Voted on

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Appointment of one (1) Director

Proposal No. 3: Appointment of two (2) Auditors

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■	Matters	To convene the Meeting, we take measures to provide the information in the
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	Regarding	Reference Documents for a General Meeting of Shareholders and the related
	Provision in	documents (i.e., electronic provision measures matters) in electronic format,
	Electronic	and post it on each of the following websites. Therefore, please access any of
	Format	the websites and review it.
		https://www.topre.co.jp/en/ir/meeting.htmlPlease access the website above,
		select the "notice of convocation," and review it.

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowPlease access the website above (Listed Company Search), enter "Topre" in the issue name (company name) column or "5975" in the code column and perform a search, select "basic information" and "documents for public inspection/PR information," and review it.https://d.sokai.jp/5975/teiji/

Please access the website above and review it.

□● If you attend the Meeting in person, please present the enclosed Form for Exercising Voting Rights at the reception desk.

□● If there are any revisions to the electronic provision measures matters, the fact thereof, the matters prior to revision, and the revised matters will be posted on each of the websites above.

□● The Business briefing session which used to be held after the Meeting will not be held since we put first priority on the health and safety of our shareholders. We will also refrain from offering gifts. We would appreciate your understanding.

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Guide to Exercise of Voting Rights

Voting rights may be exercised using one of the following three methods.

Attending the General Meeting of Shareholders

Please present the Voting Form to the reception desk.

Date and

time

Place

10:00 a.m., Wednesday, June 28, 2023 (reception starts at 9:00 a.m.)

KKR Hotel Tokyo, 10th floor, Zuiho

4-1, Otemachi 1-chome,Chiyoda-ku, Tokyo

(For directions, please refer to the map provided at the end of this Notice of Convocation.)

Voting in writing (by mail)

Please indicate agree or disagree on the proposals and mail the form; no stamp is needed.

If you do not indicate whether you agree or disagree, we will treat it as a manifestation of your intention to agree.

Exercise	Forms must be received by 5:30 p.m., Tuesday, June 27, 2023
deadline

Voting online

Please access the voting website (http://evote.tr.mufg.jp/) using your computer or smartphone, enter your "Login ID" and "Temporary Password" indicated on the enclosed Voting Form, and vote agree or disagree on the proposals by following the instructions on the screen.

Exercise	Voting must be completed by 5:30 p.m., Tuesday, June 27, 2023
deadline

If you vote more than once, the last vote will be deemed the valid vote. When you vote in duplicate using both a computer and a smartphone, the last vote will be deemed valid. When you vote in duplicate both in writing and online, the online vote will be deemed valid.

To institutional investors:

The Company participates in the electronic voting platform for Institutional Investors operated by ICJ,

Inc.

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Guide to Exercise of Voting Rights Online

By Scanning Your QR Code

You can log in to the voting website without entering your Login ID and Temporary Password indicated on the duplicate form of the Voting Form.

1. Please scan the QR code on the bottom right of the Voting Form.

By Entering Your Login ID and Temporary

Password

Voting website:https://evote.tr.mufg.jp/

1. Please access the voting website.
2. Please enter the Login ID and Temporary Password indicated on the Voting Form and click on "Login".

Enter your Login ID and Temporary Password

Click on "Login"

• QR code is a registered trademark of Denso Wave Inc.

2. Please follow the instructions on the screen and enter your vote for or against the proposal.

3. Please set up a new password.

Enter a new password

Click on "Submit"

4. Please follow the instructions on the screen and enter your vote for or against the proposal.

	Mitsubishi UFJ Trust and Banking Corporation
For questions regarding the exercise of the voting	Security Representative Services Department
rights online-that is, by computer or smartphone-	Helpdesk
-please contact:	0120-173-027
	(Toll free: Hours: 9 a.m. to 9 p.m.)

Institutional investors can use the electronic voting platform for Institutional Investors operated by ICJ, Inc.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1

Appropriation of Surplus

The Company proposes to appropriate surplus as follows.

Re: Term-end dividends

Taking into account performance in the term under review and in recent years as well as business development going forward and the strengthening of our management structure, we propose to distribute the 128th Term term-end dividends as follows:

Type of property to be distributed

Cash

			20 yen per common share of the Company.
	Matters relating to allotment of		The total amount of dividends will be
	dividends to shareholders and total		1,051,651,700 yen.
	amount		Annual dividends including interim dividends (10
			yen per share) will be 30 yen per share.
	The date dividends of surplus come		June 29, 2023
	into effect

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