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.

Stock Exchange Code 7561
June 3, 2024
To Shareholders with Voting Rights:
Tatsuya Aoki, Chief Executive Officer
HURXLEY CORPORATION
3-10 Tsuruno-cho, Kita-ku, Osaka CityNOTICE OF THE 46th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Now, we will hold our 46th Ordinary General Meeting of Shareholders as follows, and I will give you notice of
this meeting. When convening this General Meeting of Shareholders, we are taking measures to electronicallyprovide information (electronic provision measures), which is the contents of reference documents for the General
Meeting of Shareholders, etc. We post it on our website on the Internet. Please visit and check the following website.
Our website
https://www.hurxley.co.jp/ir_infomation/kessan/(Please access the above website and select "Notice of Convocation")
In addition to our website, the items related to the electronic provision of information are also posted on the Tokyo
Stock Exchange (TSE) website. Please check the following.
Tokyo Stock Exchange Website (TSE Listed Company Information Service)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Visit the TSE website above, enter and search for "Hurxley" or "7561" in "Brand Name (Company Name)" andour securities code "" and then select "Basic Information" and "Information on /PR of Public Reference
Documents." Please check the "Notice of Security Meeting of Shareholders/Informations of General Meeting of
Shareholders" column in "Public Reference Documents". )On Tuesday, June 18, 2024, afternoon, after considering the reference documents for the General Meeting of
Shareholders, the prior exercise of voting rights over the Internet, etc. or in writing
Please exercise your voting rights by 5:30.
If you exercise your voting rights in writing, please show your approval or disapproval of the proposal on the proxystatement and return it by the deadline stated above. When exercising voting rights via the Internet, please refer tothe procedures for exercising voting rights via the Internet on pages 3 through 4. We participate in an electronic
voting platform for institutional investors operated by ICJ Corporation.
1. Date and Time: Wednesday, June 19, 2024 at 10:00 am Japan time
2. Place:
Hotel Hankyu International 4F Shion Meeting Room
19-19 Chayamachi, Kita-ku, Osaka
3. Meeting Agenda
Matters to be reported:
1. Details of the business report for the 46th fiscal period (from April 1, 2023 to March 31, 2024), details of
the consolidated financial statements, and the report on the audit results of the consolidated financial
statements of the accounting auditor and the Board of Corporate Auditors
2. Report on the Contents of Financial Statements for the 46th Fiscal Period (April 1, 2023 to March 31,2024)
Proposals to be resolved:
Proposal 1
Distribution of Surplus
Proposal 2
Amendments to Articles of Incorporation
Proposal 3
Election of Five Directors
Proposal 4
Election of One Substitute Auditor

4. Matters to be Decided upon Convocation (Information on Exercise of Voting Rights)
4.Matters to be decided upon convocation(1) We have posted the notice of convocation and the documents attached thereto, as well as the reference
documents for the general meeting of shareholders on the aforementioned websites on the Internet. Therefore,
pursuant to the provisions of the laws and regulations and Article 16 of our Articles of Incorporation, the notice ofconvocation does not contain the following matters.
① Consolidated Statements of Changes in Net Assets and Notes to Consolidated Financial Statements in theConsolidated Financial Statements② "Statement of Changes in Shareholders' Equity" and "Non-consolidated Notes" in the financial statements
The Audit & Supervisory Board Members and Independent Auditors audit the documents subject to audit, including
the matters mentioned above.
(2)In the case where voting rights are exercised in writing, if there is no indication of approval or disapproval of
the proposal, the proposal shall be treated as having been affirmed.
(3)If the voting rights are exercised in writing in duplicate with the Internet, etc., the exercise of the voting rights
via the Internet, etc. may be effective regardless of the arrival date.
We will treat it as.
(4)In the event that voting rights are exercised multiple times over the Internet, etc., the last exercise of voting
rights shall be treated as being effective.
◎ If you will be attending the Meeting in person, please submit the voting form enclosed herewith to thereceptionist at the place of the Meeting.
◎In the event of any modification to the matters concerning the electronic provision of information, we will post
a statement to that effect, the matters before the modification, and the matters after the modification on each website
on the Internet.
◎If there is a major change in the operation of the General Meeting of Shareholders, such as a change in the venue,
we will post it on our website (https://www.hurxley.co.jp/). Therefore, please confirm and (Link) from time to time.
When exercising voting rights over the Internet, please confirm the following items and exercise them.
If you attend the meeting on the day, you do not need to send the voting rights by mail or use the Internet for theprocedure to exercise the voting rights.
Notation
1.Voting Website(1)From personal computers or smartphones for the exercise of voting rights over the Internet
This can only be done by accessing the proxy voting website designated by us (https://evote.tr.mufg. jp /). (However,handling will be suspended every day from 2:30 a.m. to 4:30 a.m.)(2)Depending on your Internet usage, you may not be able to use the Internet if you are using a firewall, haveantivirus software, use a proxy server, or do not specify TLS encrypted communication.
(3)Voting via the Internet will be accepted until 5:30 p.m. on Tuesday, June 18, 2024, but please exercise yourvoting rights as soon as possible and contact the Help Desk if you have any questions.
2.Voting on the Internet(1)PC method
・ Please use the "Login ID" and "Temporary passwords" on the Voting Form on the Voting Website(https://evote.tr.mufg.jp/) and enter your approval or disapproval according to the screen guidance.
・In order to prevent unauthorized access by third parties other than shareholders ("spoofing") and falsification of
the content of voting rights, the "tentative passwords" can be changed to optional passwords on the voting website.
・A new "login ID" and "tentative passwords" will be notified every time the general meeting of stockholders isconvened.
(2)Smartphone method
・By reading the "Login QR Code" on the Voting Form on your smartphone, you can automatically connect to the
Voting Website and exercise voting rights.
("Login ID" and "Temporary password" are not required.)・Some smartphone models may not be able to log in with QR code. If you are unable to log in using QR code,
please exercise the voting rights using the methods described in 2. (1) PC above.
※QR Code is a registered trademark of DENSO WAVE INCORPORATED.

3.Expenses incurred in accessing the voting website
Shareholders will bear the cost of accessing the Voting Website (Internet connection fees, etc.).

2.Voting on the Internet(1)PC method
・Please use the "Login ID" and "Temporary passwords" on the Voting Form on the Voting Website(https://evote.tr.mufg.jp/) and enter your approval or disapproval according to the screen guidance.
・In order to prevent unauthorized access by third parties other than shareholders ("spoofing")
and falsification of the content of voting rights, the "tentative passwords" can be changed tooptional passwords on the voting website.
・A new "login ID" and "tentative passwords" will be notified every time the general meeting ofstockholders is convened.
(2)Smartphone method
・By reading the "Login QR Code" on the Voting Form on your smartphone, you can automatically connect
to the Voting Website and exercise voting rights.
("Login ID" and "Temporary password" are not required.)・Some smartphone models may not be able to log in with QR code. If you are unable to log in using QRcode, please exercise the voting rights using the methods described in 2. (1) PC above.
※QR Code is a registered trademark of DENSO WAVE INCORPORATED.
3.Expenses incurred in accessing the voting website
Shareholders will bear the cost of accessing the Voting Website (Internet connection fees, etc.).

Inquiries regarding systems, etc.
Mitsubishi UFJ Trust and Banking
Securities Transfer Agency Department(Help Desk) Telephone
0120-173-027(ReceptionTime)
9:00～21:00、Toll free)Referential materials for meetings of shareholders
Propositions to be voted
on and reference matters
Proposal 1

Distribution of Surplus

The appropriation of retained earnings will be as follows. Matters related to the year-end dividendWith regard to the year-end dividend for the 46th fiscal year, taking into account the business results forthe current fiscal year and future business development, we intend to pay the following dividends.
①Dividends shall be of thetype of money ofproperty.
②Matters concerning the allocation of dividend assets and the total amount thereof
We would like to pay 15 yen per share of our common stock. The total amount ofdividends in this case will be 277,362,210 yen.
③The Company intends to distribute dividends fromretained earnings on June 20, 2024.

Proposal 2

Amendments to Articles of Incorporation

1.Reason for the changeWith regard to the business objectives stipulated in Article 2 (Purpose) of the current Articles ofIncorporation, the business objectives will be added based on the current status and future businessdevelopment.
2.Details of the change
The details of the amendments to the Articles of Incorporation are as follows. (The underline indicates thechanged portion.)
This amendment to the Articles of Incorporation shall become effective at the conclusion of the Ordinary
General Meeting of Shareholders.

Current articles of incorporation

Proposed change

Article 2(Purpose)
The purpose of the Company is to support and manage
the business activities of the Company by conducting
the following businesses and holding the shares or
equity of companies (including foreign corporations)and other corporations, etc. engaged in the following
businesses.

Article 2(Purpose)
The purpose of the Company is to support and manage
the business activities of the Company by conducting
the following businesses and holding the shares or
equity of companies (including foreign corporations)and other corporations, etc. engaged in the following
businesses.

1.～12. Articles (Omitted)
13. Management consulting services for restaurants

1.～12.
(as current)
13. Restaurants and other consulting services

14.～25. Articles (Omitted)

14. ~25. (as current)
26. Business relating to non-life insurance agency
business and life insurance sales

26. Non-life insurance agents and brokers

27.～30.
27.～30. Articles (Omitted)(Newly established)(Newly established)(Newly established)(as current)

31. Manufacture, processing and sale of fisheries,
aquaculture and other marine foods
32. Ice making, refrigeration, freezing and freezing,and sales of such products
33. Manufacture and sale of confectionery andprocessed foods made from grains and beans
Import and sale of raw materials and products

Current articles of incorporation

Proposed change(Newly established)

34. Processing and sales of confectionery and fruits,(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established) 31. Investments in andloans to businesses in the preceding items
32. All the operations incidental to the preceding
respective items

and the import and sales of related raw materials
and products
35. Manufacturing, processing and sales of healthfunction foods and health foods

36. Sublease of various stores
37. Sales and installation of store fixtures, fixtures,construction materials, and air-conditioning
equipment
38. Construction, facilities construction,
subcontracting, design, construction management
and management of civil engineering works
39. Type I Financial Instruments Business and TypeII Financial Instruments Business, Investment
Management Business, Investment Advisory andAgency Business and Special Business for
Qualified Institutional Investors

40. Investment Management Business and Investment
Advisory and Agency Business41. Real estate syndication
42. Operations with respect to the establishment,
operation, management, offering and sale ofinvestment corporations and investment trusts
43. Businesses with respect to the operation,
management, offering and sale of investment
partnership assets

44. M&A-related business45. Fee-charging employment placement businesses
46. Labor dispatch project
47. Diversified leasing business48. Investments in and loans to businesses in each of
the preceding items

49. All the operations incidental to the preceding
respective items

Proposal 3

Election of Five Directors

The term of office of all five Directors shall expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, five directors are requested to be appointed.
The candidates for Directors are as follows.
Candidate
NumberIssue

Name(Date of birth)

Brief History, Our Position and Responsibility(Important Concurrent Positions)1980 Mar
Director
1997 Nov.

Our founding

Owned by
Number of sharesof the company

President and Representative

Jul 2011

President and Representative Director, Asahi
Toyo Co., Ltd. (current position)
Chairman and Representative Director, Asahi
Logistics Co., Ltd. (currently Asahi L&C Co.,Ltd.)

2016 Mar

Chairman and Representative Director of Store Distribution

Net Co., Ltd.

1

Tatsuya Aoki(born on June 4, 1952)2019 Apr
Chairman and representative director
Oct. 2019 Director, TRN Investment Management Co., Ltd.
(current)
Nov. 2020 Director, TRN Capital Management Corporation (current)
February 2021 Director and Advisor, First Mate Co., Ltd. (current
position)
Sep. 2021 Representative Director and Advisor, Hokka Hokkatei
Headquarters, Inc.
February 2022 Chairman and Representative Director ofKagoshima Food Service Co., Ltd. (currently
Suisen Property Co., Ltd.) (to present)
Apr. 2022 Director, Annie Co., Ltd. (current)
Apr. 2022 Director, TRN City Partners Co., Ltd.
2022 Apr(current position)
Our Chairman, President and Representative
Director (to present)

2022 November

Director, Inaba Peanut Co., Ltd. (current)

2022 November

Director, Tanigai Foods Co., Ltd. (current

position)
2022 November

Director, i-Factory Co., Ltd. (incumbent)

2023 Apr

Appointment)
Representative Director and Advisor,
Store Distribution Net Co., Ltd. (current)

Jun 2023

Director and Advisor, Aji Kobo Suisen Co., Ltd.
(current position)

2024 Mar

Director and Advisor, Asahi L&C Co., Ltd. (current)
Appointment)

2024 Apr

President, hokka-hokka-tei co., ltd.
Chairman, President and CEO (to present)(Important Concurrent Positions)
Chairman, President and Representative Director, HOKAHOKATEI CO.,LTD. Headquarters
Representative Director and Advisor, Store Distribution Net Co., Ltd.
Director and Advisor, Asahi L&C Co., Ltd. Director, Inaba Peanz Co., Ltd.

668,760 shares

Candidate

Name

NumberIssue(Date of birth)

Brief History, Our Position and Responsibility(Important Concurrent Positions)1993 Apr
Jun 2002

Joined Showa Leasing Co., Ltd.
Joined TRN Corporation (now Store
Distribution Net Co., Ltd.)

2004 JanThe director

2005 November

President and Representative Director, Store Distribution

Owned by
Number of sharesof the company

Net Co., Ltd.

2

Minoru Ishii(born on March 6, 1970)

Mar. 2010 Executive Vice President, TRN Corporation (currently
Store Distribution Net Co., Ltd.)Mar. 2012 Director, Store Distribution Net Co., Ltd.
Mar. 2016 President and CEO
Oct. 2019 President, TRN Investment Management Co., Ltd.
(current position)2020 November Director of TRN Capital Management Corporation
March 2021
Director, Annie Co., Ltd. (current) March
2022
Representative of TRN Capital Management
Corporation
2022 Apr

President and Director (to present)
President, TRN City Partners Co., Ltd. (current
position)

Jun 2022

Our directors

2023 Oct
2024 Apr

Our executive vice president
Chairman, President and Representative
Director of Store Distribution Net Co., Ltd.
(current position)

2024 Apr

Our Executive Vice President (to present)(Important Concurrent Positions)
Chairman, President and Representative Director of Store
Distribution Net Co., Ltd.

-SharesCandidate

Name

NumberIssue(Date of birth)

Brief History, Our Position and Responsibility(Important Concurrent Positions)

May, 2004
Jun 20072008 Apr
3

Tadao sawada(born on september 25,
1958)

Jun. 2008
Jul 2011
2018 Dec
2021 Jan
2022 Apr

Number of sharesof the company

Our employment
Director, Asahi Logistics Co., Ltd. (currently
Asahi L&C Co., Ltd.)Managing Director, Asahi Logistics Co., Ltd.
(currently Asahi L&C Co., Ltd.)
Director of the Company (to present)
President and Representative Director, Asahi
Logistics Co., Ltd. (currently Asahi L&C Co.,Ltd.)
Director, Kagoshima Food Service Co., Ltd.
(currently Suisen Property Co., Ltd.) (current)
Director, Asahi Toyo Co., Ltd. (current
position)
Chairman, President and Representative Director of Asahi

L&C Co., Ltd.

2024 Apr

Owned by

Chairman and Representative Director of Asahi
L&C Co., Ltd. (current position)(Important Concurrent Positions)
Chairman and Representative Director, Asahi L&C Co., Ltd.

20,600 shares

Candidate
NumberIssue

4

Family name(Date of birth)

Name

Yutaka Sakai(born on January 29, 1944)

Brief History, Our Position and Responsibility(Important Concurrent Positions)1966 Apr.

Joined SANYO Electric Co., Ltd.

Sep. 1975

Members of the Osaka Prefectural Assembly1975 November

Advisor, Osaka Trucking Association

1983 Apr

Chairman of the policy research committee of the

osaka prefectural assembly of the liberal democratic party
1988 Apr

Chairman of the Liberal Democratic Party's

Osaka Prefectural Council
Jun 1990

86th Chairman of the Osaka Prefecture Council

1997 Nov.

Secretary General, Liberal Democratic Party,

Osaka Prefecture
Jun 2001

Director, Dojima Real Estate Co., Ltd.

2005 Jan

Member of the Drafting Committee for the New

Constitution of the Liberal Democratic Party Headquarters
Jun 2015

Representative Director, Dojima Real Estate Co.,

Ltd. (current)
Jun. 2016

Director of the Company (to present)(Important Concurrent
Positions) Representative
Director, Dojima Real EstateCo., Ltd.

Owned by
Number of sharesof the company-SharesCandidate
NumberIssue

Name(Date of birth)

Brief History, Our Position and Responsibility(Important Concurrent Positions)1987 Apr.

Jul. 1994

Joined Restaurant Seibu Co., Ltd. (currently
Compass Group Japan Co., Ltd.)
Development of restaurant and HMR formats
and marketing of foods and agricultural
products
Director, Kasa Creative Net Co., Ltd.

2009 Apr

Full-time lecturer, faculty of international andJul 1991

5

Fumi Michihaha(born April 1, 1961)

regional studies, toyo university
Jun 2011
Member of the Homemeal Meister
Qualification Committee, Japan Prepared
Food Association
Jul 2012
Members of the Fisheries Agency's Council onInterim Support Function Development Study
Committee
2015 Apr
Foreign Skills Training Program Member of
the Prepared Food Manufacturing Skills
Evaluation Committee
2016 Apr
Part-time lecturer at Toyo University's Faculty ofInternational and Regional Studies May 2017㈱
Global Product Explorer
Representative Director, Japan (currently
Foodbiz-net Corporation) (to present)
Jun. 2018
Director of the Company (to present)

Owned by
Number of sharesof the company

2400 shares(Significant Concurrent
Positions) Foodbiz-net
Corporation Representative
Director(NOTE)1. The reason for making Tatsuya Aoki a director candidate was our founder and, based on his extensive experience,
hoped that he would be able to realize the Group strategy for business growth and improved performance, as
well as provide appropriate supervision of the Group as a whole.
2. The reason why Mr. Minoru Ishii was nominated as a director is that he has a wide range of knowledge andexperience in business management, risk management, etc., as well as a wide range of knowledge in the realestate and finance industries that he has cultivated as a director of our group companies, including a realestate-related subsidiary specializing in stores. We request that these expertise and experience be utilized inrealizing the management plan we are aiming for, upgrading the Group's functions (providing high-valueadded services and strengthening the functions of the management division), and so forth.

3. The reason why Mr. Tadao Sawada was a candidate for the position of Director was that, based on his

extensive experience as a corporate manager over many years, he expected that he would be able to realize
business strategies in the fields in which he was responsible, as well as to properly supervise the entire
Group and the businesses in which he was responsible, in order to achieve business growth and improvebusiness performance.
4. Mr. Yutaka Sakai, a director candidate, is a candidate for outside director.
Yutaka Sakai was appointed as a candidate for outside director because he has extensive experience and insightin public positions for many years. As an outside director, the Company considers that he will play an adequaterole in making decisions on important management issues and supervising the execution of business. He is therepresentative director of Dojima Real Estate Co., Ltd.

There are no significant transactions or other relationships between Dojima and Dojima Real Estate Co., Ltd.
He meets the requirements for independent directors who are required to be secured by the Tokyo Stock
Exchange, Inc. for general shareholder protection, and has been notified as an independent director as
stipulated in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange, Inc.
Mr. Yutaka Sakai's term of office as Outside Director is eight years at the conclusion of the Ordinary General
Meeting of Shareholders.
5. Ms. Fumi Michihata, a director candidate, is a candidate for outside director.
The reason why Ms. Fumi Michihata was a candidate for the position of Outside Director is that she hasabundant experience and insight in the business related to food for many years, and as an Outside Director,
she will play an adequate role in making decisions on important management matters and supervising theexecution of business. While she is the President of Foodbiz-net Corporation, there are no material transactions
or other relations between us and Foodbiz-net Corporation. She meets the requirements for independent
directors who are required to be secured by the Tokyo Stock Exchange, Inc. for general shareholder protection,and has been notified as an independent director as stipulated in Article 436-2 of the Securities Listing
Regulations of the Tokyo Stock Exchange, Inc.
Ms. Michihata serves as an outside director for six years at the conclusion of the Ordinary General Meetingof Shareholders.
6. Fumi Kasamoto is the name of Fumi Michihata, a candidate for director, on her family register.

7. We have concluded liability insurance contracts with insurance companies for officers, etc. as set forth in

Article 430-3, Paragraph 1 of the Companies Act. The outline of the contents of such insurance contracts is
as described in "2. Current Status of the Company" and "(3) Status of Company Officers" in the Business
Report. Once the election of a prospective director has been approved, the candidate will continue to be
included as an insured person under the relevant insurance contract. The insurance contract is scheduled to be
renewed at the same time as the next renewal.
8. We have entered into limited liability agreements with Yutaka Sakai and Fumi Michihata, and we plan tocontinue such agreements with both directors if their election is approved. A summary of the content oflimited liability agreements with outside directors is as described in "2. Current status of the company" and"(3) Status of company officers" in the "Business Report."
9. There are no special interests between the five director candidates and us.

10. Mr. Minoru Ishii, Mr. Tadao Sawada, Mr. Yutaka Sakai, and Ms. Fumi Michihata, candidates for the
position of Director, have separate interests in our shares through the shareholding association.

Proposal 4

Election of One Substitute Auditor

Article 329 of the Companies Act in preparation for a shortfall in the number of statutory auditors
In accordance with the provisions of paragraph 3, the Company is required to appoint one Substitute Auditor inadvance. This resolution will take effect until the beginning of the next Ordinary General Meeting of
Shareholders.
The Company has obtained the consent of the Board of Corporate Auditors with respect tothis proposal. The candidates for Substitute Audit & Supervisory Board Members are as
follows.
Name(Date of birth)

Brief History(Important Concurrent
Positions)

Masaya Nakano

1997 Apr

Our employment(born November
12,1973)2021 Oct

Deputy general manager of administrative division

2022 Jan

General Manager, Systems Dept.
General Manager, Administration Division,
Hokka Hokkaitei Headquarters, Inc.
(concurrently)

Own
Our number ofshares

5120 shares

General Manager, Systems Dept.
2022 Apr

Director, Headquarters of Hokkahokkatei Co., Ltd.
(current position)
Director, Store Distribution Net Co., Ltd. (current)

2022 November

Director, Inaba Peanut Co., Ltd. (current)

2023 November

Director, Tanigai Foods Co., Ltd. (current position)(Important Concurrent Positions)
Director, Hokka Hokka Tei Head OfficeStore Distribution Net Co., Ltd. Director
Inaba Peanuts ㈱ Director(NOTE)

1. Masaya Nakano is a candidate for Audit & Supervisory Board Members other than the SubstituteOutside Audit & Supervisory Board Member.
2. Mr. Masaya Nakano was appointed as a candidate for Audit & Supervisory Board Member because he

was familiar with our operations as our General Affairs Department Manager and audited his knowledge
and experience when he was appointed.
This was because it was expected to be reflected in the audit as a corporate auditor.
3. There is no special interest between the candidate and us.
4.We have concluded liability insurance contracts with insurance companies for officers, etc. as set forth in Article
430-3, Paragraph 1 of the Companies Act. The outline of the contents of such insurance contracts is as described in"2. Current Status of the Company" and "(3) Status of Company Officers" in the Business Report. If Masaya Nakano
assumes the position of Audit & Supervisory Board Member, he will be included as an insured person under the
relevant insurance policy. The insurance contract is scheduled to be renewed at the same time as the next renewal.
5.We plan to conclude a limited liability agreement with Masaya Nakano in the event that he becomes an Audit &Supervisory Board Member. The outline of the content of the limited liability agreement with Audit & Supervisory
Board members is as described in "2. Current status of the company" and "(3) Status of company officers" in the"Business Report."