Note:

This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail.
Security 7561
June 2, 2023

To Shareholders with Voting Rights:
Tatsuya Aoki, Chief Executive Officer
HURXLEY CORPORATION
3-10 Tsuruno-cho, Kita-ku, Osaka CityNOTICE OF THE 45th ANNUALGENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 45th Annual General Meeting of Shareholders of HURXLEYCORPORATION ("The Company"). When convening this Annual General Meeting of Shareholders,
we are taking measures to electronically provide information (electronic provision measures), whichis 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/kessan/
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
If you decide to exercise your voting rights in writing or via the Internet, etc., you should review
the attached Reference Documents for the General Meeting of Shareholders and vote no later than
5:30 pm on Tuesday, June 19, 2023, Japan time.
If you choose to vote by mail, you should indicate your vote for or against the proposals on theenclosed Voting Rights Exercise Form and send it by return mail, ensuring that the form reaches theCompany by the above deadline.
To vote via the Internet, etc., you should do so after checking the “Procedures for Exercising Voting
Rights Via Internet, Etc.” on pages. We take part in the electronic voting system platform for
institutional investors operated by ICJ, Inc.
1. Date andtime
2. Place

Tuesday, June 20, 2023, at 10:00 am Japan time

Hotel Hankyu International 4F Shion MeetingRoom19-19 Chayamachi, Kita-ku, Osaka
3. Meeting Agenda
Matters to be reported
1.The Business Report, Consolidated Financial Statements, together with results ofaudits by the Independent Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements for the Company’s 45th Fiscal Year (April 1, 2022- March 31, 2023)
2.Non-consolidated Financial Statements for the Company’s 44th Fiscal Year (April 1,2022 - March 31, 2023)
Proposals to be resolved
Proposal 1
Distribution of Surplus
Proposal 2
Amendments to Articles of Incorporation
Proposal 3
Election of One Corporate Auditor
Proposal 4
Election of the One Substitute Auditor

The Company will not offer souvenirs to shareholders attending the General Meeting of Shareholders.
We appreciate your understanding.

1Infectious Diseases Prevention Notice
We ask that you pay attention to your own health, and if your physical condition is not good, do notforce yourself, and forgo visits. In such cases, please consider using voting rights via the Internet orin writing.
If there are any major changes in the management of the General Meeting of Shareholders, such aschanges to the venue, depending on the circumstances in the future, we will post them on our website(https://www.hurxley.co.jp/), so we ask that you please check them as needed.
<Procedures for the exercise of voting rights via the Internet, etc.>
When exercising voting rights over the Internet, please confirm the following items before
exercising your voting rights.
In the event of attendance on the same day, neither the Internet nor the procedures for the exerciseof voting rights in writing are required.
1.Voting site(1)The exercise of voting rights via the Internet, etc. can only be carried out by accessing ourdesignated voting website (https://evote.tr.mufg.jp/) from a PC or smartphone.
(However, Handling is suspended from 2:00 a.m. to 5:00 a.m. every day.)(2)Depending on your Internet usage, you may not be able to use the Internet if you are using afirewall, have antivirus software, use a proxy server, or do not specify TLS encrypted
communication.
(3)The exercise of the voting rights over the Internet will be accepted until 5:30 p.m. on Monday,June 19, 2023. Please exercise the voting rights at your earliest convenience and contact the Help
Desk if you have any questions.
2.Voting method via the Internet, etc.
(1)PC method
Please use the "Login ID" and "Temporary passwords" on the Voting Form at the site where thevoting rights are exercised (https://evote.tr.mufg.jp/) and enter the approval and disagreement
according to the guidance on the screen.
(2)Smartphone method
By reading QR for Logging on the Voting Form on your smartphone, you can automatically connect
to the websites where you exercise voting rights and exercise voting rights.
QR Code is a registered trademark of DENSO WAVE INCORPORATED.
3.Expenses incurred in accessing voting sites
Shareholders will bear the cost of accessing the site for exercising voting rights (Internet connection
fees, etc.).

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Distribution of Surplus
Regarding the distribution of surplus, it is as follows.
Items Related to the Year-end Dividend
The Company has given consideration to matters including the business performance of thefiscal year and future business development, and it proposes to pay year-end dividends for the
45th fiscal year as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes 9 yen per common share of the Company. And, in this case the total
dividend amount will be 165,733,326 yen.
(3) Effective date of dividends of surplus
The Company proposes June 21, 2023.

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Proposal 2: Amendments to Articles of Incorporation
1.Reason for the change(1)In order to facilitate the flexible management of the Board of Directors in accordance with Article
370 of the Companies Act, Article 25 (omission of resolutions by the Board of Directors) will be
newly established so that the Board of Directors may be deemed to have resolved without theBoard of Directors meeting.
(2)In addition, as a result of the establishment of new provisions, the number of provisions will beincrease.
2.Details of the changeThe details of the amendments to the Articles of Incorporation are as follows. (The underline
indicates the changed portion.)
Current Articles of Incorporation
Proposed change
Articles 1 to 24 (text omitted)

Articles 1 to 24 (as at present)<Newly established>(Omission of Resolutions of Board ofDirectors Meetings)
Article 25

Articles 25 to 38 (text omitted)

In the event that all directors agree tothe resolution of the Board of Directors
in writing or by electromagnetic
record, the Company shall deem thatthe resolution of the Board of Directors
has been passed. Provided, however,that this shall not apply if the auditor
raises an objection.
Articles 26 to 39 (The number ofArticles has been postponed and theprovisions are as current.)4

Proposal 3: Election of one Auditor
The term of office of all Corporate Auditor will expire at the conclusion of this Annual General
Meeting of Shareholders.
Therefore, the Company proposes the election of one corporate auditor.
The candidates for Director are as follows
Past experience, positions and responsibilities
Number of theNameat the Company
Company’s shares(Significant concurrent positions outside theowned
Date of BirthCompany)
Apr. 1970 Joined Public InterestIncorporated Foundation
Kansaiseisanseihonbu
Kenji Tsujimoto May. 1997 Director(November 8, 1947) May 2001 Senior Managing Director
3000
Jun. 2013 Special Advisor (current position)
Jun. 2017 Outside Corporate Auditor, Rengo
Co., Ltd.
Jun. 2019 Corporate Auditor of the Company(to present)(NOTE)1. Kenji Tsujimoto is a candidate for Audit & Supervisory Board Member.
2. Mr. Kenji Tsujimoto was appointed as a candidate for Audit & Supervisory Board Member
because, although he has no experience involved in the management of the Company otherthan becoming an Outside Officer, he has deep knowledge and experience in areas such as
productivity improvement and labor-management relations, and hopes that these will bereflected in our audits.
3. Kenji Tsujimoto's Audit & Supervisory Board Member tenure is four years at the conclusionof the Ordinary General Meeting of Shareholders.
4. We have designated Mr. Kenji Tsujimoto as an independent director under the provisions ofthe Tokyo Stock Exchange, Inc. and notified this exchange.
5. There is no special interest between the candidate and us.
6. 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 ofsuch insurance contracts is as described in "2. Current Status of the Company" and "(3) Statusof Company Officers" in the Business Report. If the election of candidates for auditors isapproved, they will continue to be included as insured persons under the relevant insurancecontract. The insurance contract is scheduled to be renewed at the same time as the next
renewal.
7. We have a limited liability agreement with Mr. Kenji Tsujimoto, and we plan to continue suchagreement with Mr. Kenji if the election of his corporate auditor is approved. The outline ofthe 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."
8. Kenji Tsujimoto has a separate stock in our company through the shareholding association.

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Proposal 4: Election of the One Substitute Auditor
In preparation for a shortfall in the number of statutory auditors, it is requested that one substituteauditor be appointed in advance pursuant to the provisions of Paragraph 3 of Article 329 of theCompanies Act. 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 to thisproposal.
The candidates for Substitute Audit & Supervisory Board Members are as follows.
Number of theName
Past experience and positions at the Company
Company’s shares
Date of Birthowned
Apr. 2013 Joined the Company, GeneralManager, Sales Promotion OfficeApr. 2019 General Manager, Quality Control
Hirotaka
Office, the Company. Deputy
Yamaguchi
general manager of corporate(November 5,planning ,the Company
1961)
Jan. 2021 General Manager, Internal Audit
Office of the Company (current−position)
Nov. 2022 Audit & Supervisory BoardMember, Inaba Peanz Co., Ltd.
(current position)(Significant concurrent positions outside theCompany)
Auditor, Inaba Peanut Co., Ltd.
(NOTE)1. Mr. Hirotaka Yamaguchi is a candidate for Audit & Supervisory Board Member other thana Substitute Audit & Supervisory Board Member.
2. Mr. Hirotaka Yamaguchi is a candidate for Audit & Supervisory Board Member because
he is well-versed in the Company's operations as the General Manager of the Company's
Internal Audit Office and is expected to reflect his knowledge and experience as an Audit &Supervisory Board Member.
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 ofsuch insurance contracts is as described in "2. Current Status of the Company" and "(3) Statusof Company Officers" in the Business Report. If Mr. Yutaka Yamaguchi assumes the positionof Audit & Supervisory Board Member, he will be included as an insured person under therelevant insurance policy. The insurance contract is scheduled to be renewed at the same timeas the next renewal.
5. We plan to conclude a limited liability agreement with Mr. Hirotaka Yamaguchi in the event
Mr. Hirotaka Yamaguchi is appointed as 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."6