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.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities Code: 6412
June 5, 2024
To Those Shareholders with Voting Rights
Katsuya Minei
Representative Director/President
Heiwa Corporation
1-16-1, Higashiueno, Taito-ku,
Tokyo, JapanNOTICE OF THE 56th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Please be informed that the 56th Ordinary General Meeting of Shareholders of Heiwa Corporation (the“Company”) will be held as stated below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of Reference Documents for the General Meeting of
Shareholders, etc. (matters for which measures for providing information in electronic format are to betaken) in electronic format, and has posted the information on each of the following websites. Please
access any of the websites to view the information.
1
The Company’s website:
https://www.heiwanet.co.jp/ir/ (in Japanese)(From the above website, select “Share-related information,” and then “General Meeting of
Shareholders.”)2
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/6412/teiji/ (in Japanese)
3
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Heiwa” in “Issue name(company name)” or the Company’s securities code “6412” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting, you can exercise your voting rights in writing (by mail) or via
the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders, andexercise your voting rights no later than 6:00 p.m. on Wednesday, June 26, 2024.

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Notice on Exercising Voting Rights in Writing or via the Internet, etc.
Exercising Voting Rights via theInternet, etc.

To exercise your voting rights via the Internet, etc.,
please refer to the “Instructions for Exercising Voting
Rights” (omitted in this translation) and exercise yourvoting rights no later than 6:00 p.m. on Wednesday,June 26, 2024.

Exercising Voting Rights in Writing

Please indicate “for” or “against” for each of the
proposals in the enclosed Voting Right Exercise Form,and return the form to us no later than 6:00 p.m. on
Wednesday, June 26, 2024.

1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m.
2. Place:
Grand Ballroom “TENKU” (B1F), Tokyo Dome Hotel
1-3-61 Koraku, Bunkyo-ku, Tokyo
3. Agenda of the Meeting:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the 56th Fiscal
Year (from April 1, 2023 to March 31, 2024) and results of audits by
the Accounting Auditor and the Audit and Supervisory Board of theConsolidated Financial Statements
2. Non-Consolidated Financial Statements for the 56th Fiscal Year (from
April 1, 2023 to March 31, 2024)
Proposal to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Seven (7) Directors
If you exercise your voting rights through multiple methods such as in writing (by postal mail) and via
the Internet, etc., the vote via the Internet, etc. shall be deemed effective. If you exercise your voting
rights multiple times via the Internet, etc., your last vote shall be deemed effective.
If your voting preference is not indicated in any proposal when exercising voting rights in writing (bypostal mail), it shall be considered as an indication of approval.
Shareholders attending the meeting in person are requested to submit the Voting Right Exercise Formto the reception desk on the day of the meeting.
A shareholder may exercise his/her voting rights by designating one proxy who is another shareholderof the Company with voting rights. In such cases, please submit a document authorizing the proxy with
the Voting Right Exercise Form to the Company at the reception desk.
If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions
and the details of the matters before and after the revisions will be posted on the aforementioned eachwebsite.

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The Company will also send paper-based documents stating the matters for which measures forproviding information in electronic format are to be taken to shareholders who have requested delivery of
paper-based documents, but the following matters are excluded from such paper-based documents, inaccordance with laws and regulations and Article 17 of the Company’s Articles of Incorporation.
(1) “Statement in fluctuation in consolidated shareholders’ equity” and “Consolidated table ofexplanatory notes” in the Consolidated Financial Statements(2) “Statement in fluctuation in shareholders’ equity” and “Tables of explanatory notes” in the Nonconsolidated Financial Statements
Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements
posted in such paper-based documents are part of the documents subject to audit when the Accounting
Auditor creates the Auditor’s financial audit report and when the Audit and Supervisory Board
Members create the audit report.
Please be advised that no gifts are intended to be provided at the General Meeting of Shareholders.
Thank you for your understanding in advance.
We plan to distribute a video of this year’s General Meeting of Shareholders after the meeting andshall post this on the Company’s website (https://www.heiwanet.co.jp/ir/) (in Japanese) once ready for
distribution.

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Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company places top priority on returning profits to shareholders while increasing corporate value.
To be more specific, the Company’s basic policy is to pay stable dividends in comprehensive
consideration of its business plan, financial position, business performance, payout ratio, dividend on
equity ratio, etc.
In accordance with the policy mentioned above, we would like to propose the year-end dividends forthe 56th fiscal year as follows:(1) Type of dividend property
Dividends will be paid in cash.
(2) Appropriation of dividend property to shareholders and total amount¥40 per share of the Company’s common stock, for a total amount of ¥3,945,102,200.
(As a result, the annual dividend, including the interim dividend of ¥40 per share, would be¥80 per share in total.)(3) Effective date of dividends from surplus
June 28, 2024

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Proposal No. 2: Election of Seven (7) Directors
The terms of office of all six (6) Directors of the Company will expire at the conclusion of thismeeting. Accordingly, in order to further strengthen the management system, the Company proposes toincrease the number of Outside Directors by one (1) and proposes the election of seven (7) Directors.
The candidates for Director are as follows:<List of candidates>
No.

Name

Current position and areas of
responsibility in the Company

Attendanceat Board of
Directors
meetings

1

Katsuya Minei<Re-election>

Representative Director and President

15/16
(94%)

2

Toshinobu Moromizato<Re-election>

Representative Director and Vice
President, Chief of Administrative
Division

16/16(100%)

3

Mikio Miyara<Re-election>

Managing Director, Chief ofDevelopment Production Division

16/16(100%)

4

Tamiki Kaneshi<Re-election>

Director

10/16
(63%)

5

Kota Yamaguchi<Re-election><Outside><Independent>

Outside Director

16/16(100%)

6

Akinori Endo

<Re-election><Outside><Independent>

Outside Director

16/16(100%)<New election><Outside><Independent><New election> Candidate for new election as Director<Re-election> Candidate for re-election as Director<Outside>
Candidate for Outside Director<Independent> Independent Officer under the stipulations of Tokyo Stock Exchange, Inc.
7

Miho Maeda

-5-

-

No.

Name
Date of birth

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Feb.

1

1988

Number ofshares of theCompany held

Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Director of OLYMPIA CO., LTD.
Mar. 1991
Managing Director of OLYMPIA CO.,
Jul.
1993
LTD.
Senior Managing Director of OLYMPIA
Jul.
1994
CO., LTD.
Representative Director and Vice President
Jun.
2003
of OLYMPIA CO., LTD.
Representative Director and President of
May 2005
OLYMPIA CO., LTD.
Jun.
2007
Representative Director and Vice President,
Chief of Development Production Divisionof the Company
Director of OLYMPIA CO., LTD. (current
position)
Katsuya Minei
Representative Director and Vice President,
Feb. 2008(Jun. 8, 1956)
Chief of Development Division of theCompany<Re-election>
Representative Director and Vice President,
Dec. 2009
Chief of Development Division, in charge
The number of years inof Planning Group of the Company
593,400 shares
office as Director
Outside Director of PGM Holdings K.K.
Jan.
2012
17
Representative Director and President,
Jun.
2012
Chief of Development Division and
Attendance at Board of
Manufacturing Division of the Company
Directors meetings
Representative Director and President,
Jul.
2012
15/16 (94%)
Chief of Development Production Divisionof the Company
Representative Director and President,
Apr. 2014
Chief of Development Division of theCompany
Director of PGM Holdings K.K.
Jun.
2015
Representative Director and President of theApr. 2018
Company
Director of Pacific Golf Management K.K.
Oct. 2018(current position)
Representative Director, President and
Jun.
2022
Executive Officer and Chief ofDevelopment Division of the Company
Outside Director of Gamecard-Joyco
Holdings, Inc.
Representative Director and President of theApr. 2023
Company (current position)<Reason for nomination as a candidate for Director>
Mr. Katsuya Minei served as Chief of Development Division of the Company for many years, performinga restructuring of the development system, and contributing to the Group’s results. He has also served as
Representative Director and President since 2012, demonstrating strong leadership, and carrying out his
duties. The Company judges that his experience and track record will contribute to sustainableimprovements in the corporate value of the Group, and hence it has nominated him as a candidate for
Director.

-6-

No.

Name
Date of birth

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions

Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Director of OLYMPIA CO., LTD.
Jun.
2000
Managing Director of OLYMPIA CO.,Oct. 2003
LTD.
Senior Managing Director of OLYMPIAMay
2005
Toshinobu
CO., LTD.
Moromizato
Senior Managing Director, Chief of
Jun.
2007
(Dec. 1, 1958)
Administrative Division of the Company
Director of OLYMPIA CO., LTD. (current<Re-election>
position)
Outside Director of PGM Holdings K.K.
Jan.
2012
116,500 shares
The number of years in
Representative Director and Vice President,
Jun.
2012
office as Director
Chief of Administrative Division of the17
Company
Director of PGM Holdings K.K.
Jun.
2015
Attendance at Board of
Director of Pacific Golf Management K.K.
Oct. 2018
Directors meetings(current position)
16/16 (100%)
Representative Director and Executive Vice
Jun.
2022
President, Chief of Administrative Divisionof the Company
Representative Director and Vice President,
Apr. 2023
Chief of Administrative Division of theCompany (current position)<Reason for nomination as a candidate for Director>
Mr. Toshinobu Moromizato has extensive experience in the management planning department andadministrative department such as general affairs and personnel, and since 2012, he has contributed to thedevelopment of the Group in his role as the Representative Director and Vice President. The Company
judges that this experience and track record will contribute to sustainable improvements in the corporate
value of the Group, and hence it has nominated him as a candidate for Director.
Jul.

2

Number ofshares of theCompany held

1984

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No.

Name
Date of birth

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions

Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Director of JAPAN SETUP SERVICE
May 2001
CORPORATION (current position)
Director of OLYMPIA CO., LTD.
Jun.
2007
Executive Officer, Deputy Chief of Sales
Dec. 2009
Division of the Company
Mikio Miyara
Executive Officer, Deputy Chief of Sales
Apr.
2014
(Dec. 22, 1961)
Division, in charge of Sales Headquarters of
the Company<Re-election>
Director, Chief of Sales Division of the
Jun.
2014
Company
The number of years in
60,976 shares
Director of OLYMPIA CO., LTD.
office as Director
Managing Director, Chief of Sales Division
Jun.
2018
10
of the Company
Managing Director of OLYMPIA CO.,
Dec.
2018
Attendance at Board ofLTD.
Directors meetings
Director, Managing Executive Officer,
Jun.
2022
16/16 (100%)
Chief of Sales Division of the Company
Managing Director of the Company
Apr. 2023
Representative Director and Vice Presidentof OLYMPIA CO., LTD. (current position)
Managing Director, Chief of Development
Jun.
2023
Production Division of the Company(current position)<Reason for nomination as a candidate for Director>
Mr. Mikio Miyara has been involved in the sales department for many years, and since 2014, he has
contributed to the promotion of the management and sales strategies of the Company in his role as Chiefof Sales Division. In addition, he has demonstrated leadership as Chief of Development Production
Division since 2023, and is leading the reforms of the development system. The Company judges that thisexperience and track record will contribute to sustainable improvements in the corporate value of theGroup, and hence it has nominated him as a candidate for Director.
May

3

Number ofshares of theCompany held

1987

-8-

No.

4

Name
Date of birth

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Aug.

1984

Tamiki Kaneshi(Sep. 1, 1953)

Sep.
Jul.

1990
1994

<Re-election>

Oct.

2003

The number of years in May
office as Director
Jun.
12

2005

Jan.
Attendance at Board of
Directors meetingsJun.
10/16 (63%)
Jun.
Oct.

2007
2012

Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Director of OLYMPIA CO., LTD.
Managing Director of OLYMPIA CO.,LTD.
Senior Managing Director of OLYMPIA
CO., LTD.
Representative Director and Vice Presidentof OLYMPIA CO., LTD.
Representative Director and President of
OLYMPIA CO., LTD. (current position)
Outside Director of PGM Holdings K.K.

Number ofshares of theCompany held

93,300 shares

Director of the Company (current position)
Director of PGM Holdings K.K.
Director of Pacific Golf Management K.K.
(current position)<Reason for nomination as a candidate for Director>
Mr. Tamiki Kaneshi has extensive experience and wide-ranging insights as a result of his experience as amanager of the Company and its subsidiaries. The Company judges that this experience and track record
will contribute to sustainable improvements in the corporate value of the Group, and hence it has
nominated him as a candidate for Director.
2012
2015
2018

-9-

No.

Name
Date of birth
Oct.

2000

Number ofshares of theCompany held

Admitted to the bar in Japan
Joined Nagashima Ohno & Tsunematsu(From 2000 through 2003, and from 2005
through 2011)<Re-election>
Chief Financial Officer and Director of
Jan.
2005
InfoDeliver Corporation<Outside>
Admitted to the bar in New York State
Jul.
2009
Established Kimura Takushima &Sep. 2011<Independent>
0 shares
YamaguchiPartner of Kimura Takushima & Yamaguchi
The number of years in(current position)
office as Director
Supervisory Director of GLP J-REIT
11(current position)
Outside Director of the Company (current
Jun.
2013
Attendance at Board of
position)
Directors meetings
Outside Director of Hibino Corporation
Jun.
2023
16/16 (100%)(current position)<Reason for nomination as a candidate for Outside Director and overview of expected role>
Mr. Kota Yamaguchi has professional knowledge and abundant experience as an attorney at law. The
Company expects that he will be able to advise and appropriately supervise the management of theCompany from an independent standpoint, and hence it has nominated him as a candidate for Outside
Director.
Kota Yamaguchi(Jul. 14, 1974)

5

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions- 10 -

No.

Name
Date of birth
Akinori Endo
(Nov. 3, 1960)

Apr.

1984

Oct.

1988

Mar.
Sep.

1992
1994

Jan.
The number of years in Sep.
office as Director
Jun.
2

1996
1997

<Re-election><Outside><Independent>

6

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions

2010

Joined SUMITOMO LIFE INSURANCECOMPANY
Joined Ota-Showa & Co. (currently Ernst&Young ShinNihon LLC)
Registered as a certified public accountant
Established Akinori Endo CPA, Office
Head of Akinori Endo CPA Office (current
position)
Registered as a certified tax accountant
Representative Partner of Hokko audit
corporation (current position)
Outside Audit and Supervisory Board
Member of the Company
Outside Director of the Company (current
position)

Number ofshares of theCompany held

0 shares2022
Attendance at Board of Jun.
Directors meetings
16/16 (100%)<Reason for nomination as a candidate for Outside Director and overview of expected role>
Although Mr. Akinori Endo has not been involved in corporate management other than having served as
an Outside Director and an Outside Audit and Supervisory Board Member, he has professional
knowledge and abundant experience as a certified public accountant and a tax accountant. The Company
expects that he will be able to advise and appropriately supervise the management of the Company froman independent standpoint, and hence it has nominated him as a candidate for Outside Director.

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Name
Date of birthNo.

Miho Maeda(May 20, 1979)<New election><Outside>
7

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Dec.
Jan.
Apr.
Apr.
Jan.
Jul.

2008
2009
2010
2012
2017
2021

Admitted to the bar in Japan
Joined Frontier Management Inc.
Seconded to Okuno & Partners
Returned to Frontier Management Inc.
Joined Nuclear Regulation Authority
Joined TMI Associates as Associate (current
position)

Number ofshares of theCompany held

0 shares<Independent><Reason for nomination as a candidate for Outside Director and overview of expected role>
Although Ms. Miho Maeda has not been involved in corporate management other than having served as
an Outside Director and an Outside Audit and Supervisory Board Member, she has professional
knowledge and abundant experience as an attorney at law. The Company expects that she will be able toadvise and appropriately supervise the management of the Company from an independent standpoint, andhence it has nominated her as a candidate for Outside Director.

Notes: 1.
2.
3.
4.

No conflict of interest exists between the candidates for Director and the Company.
Ms. Miho Maeda is a new candidate for Director.
Mr. Kota Yamaguchi, Mr. Akinori Endo and Ms. Miho Maeda are candidates for Outside Director.
Mr. Kota Yamaguchi and Mr. Akinori Endo are currently Outside Directors of the Company, and the terms ofoffice as Outside Directors of Mr. Kota Yamaguchi and Mr. Akinori Endo will be respectively eleven (11) years
and two (2) years at the conclusion of this meeting.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into
agreement with Mr. Kota Yamaguchi and Mr. Akinori Endo which shall limit the liability for damages provided forin Article 423, paragraph (1) of the Companies Act, to the extent of the minimum amount of liability provided forin Article 425, paragraph (1) of the Companies Act. In the event that the re-election of Mr. Kota Yamaguchi and
Mr. Akinori Endo is approved, the Company plans to continue the said agreement with them. In the event that Ms.
Miho Maeda’s election is approved, the Company plans to enter into the said agreement with her.
6. The Company has entered into a directors and officers liability insurance agreement as stipulated in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance covers damages to be borne by the
insured parties including the Directors of the Company that arise from the insured parties being subject to a claim
for taking responsibility for the execution of duties or damages of the pursuit of the responsibilities of duties. In theevent that each candidate’s election is approved and assumes the position of Director, each candidate will be an
insured party under the insurance agreement. The Company plans to renew the agreement with the same contents atthe time of next renewal.
7. The Company has designated Mr. Kota Yamaguchi and Mr. Akinori Endo as independent directors stipulated by
the Tokyo Stock Exchange, and has registered them as such at the Exchange. The Company plans to designate Ms.
Miho Maeda as an independent officer stipulated by the Tokyo Stock Exchange, and register her as such at the
Exchange. In addition, Mr. Kota Yamaguchi, Mr. Akinori Endo and Ms. Miho Maeda all comply with the “Policy
on Independence of Outside Directors and Outside Audit and Supervisory Board Members” established by theCompany.

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Reference. Skill Matrix of Directors and Audit and Supervisory Board Members(In the event that Proposal No. 2 is approved and passed)
Areas of particular expertise expected by the Company (Up to 5)

Name

Katsuya Minei
Toshinobu
Moromizato
Mikio Miyara
Tamiki Kaneshi
Kota Yamaguchi
Akinori Endo
Miho Maeda
Katsumasa Nakada

Yoshihiro Ohtomo

Takeshi Sugino

Position with theCompany
Representative
Director andPresident
Representative
Director andVice PresidentManaging
Director
Director
Director(Independent)(Outside)
Director(Independent)(Outside)
Director(Independent)(Outside)
Full-time Audit
and Supervisory
Board Member
Audit andSupervisory Board
Member(Independent)(Outside)
Audit andSupervisory Board
Member(Independent)(Outside)

GenderCorporate
management

Organizationand HR
management

R&D

Male

●

●

●

Male

●

●

Male

●

●

●

Male

●

●

●

Male

●

Sustainability

●
●

●

●

●

●

●

●

Male

●

FemaleMale

Legal /
FinanceCompliance/
GovernanceandRisk
accounting
Management

●

●
●

●

●

●

●

Male

●

Male

- 13 -●

Policy on Independence of Outside Directors and Outside Audit and Supervisory Board Members
In the event that an Outside Director or Outside Audit and Supervisory Board Member falls under anyof the following descriptions, the Company will determine that the person does not have independence.
1. An executive director, executive officer (shikkoyakuin) or any other person equivalent thereto or any
other employee (hereinafter collectively referred to as “executive”), of the Company and its
subsidiaries (hereinafter referred to as the “Group”).
2. A person who was an executive of the Group in the past.
3. A relative within the second degree of kinship, of an executive of the Group.
4. A major shareholder of the Company (a person who holds 10% or more of voting rights of allshareholders of the Company. In the event that the major shareholder is an organization that is a
corporation, partnership, etc., “major shareholder” shall refer to an executive belonging to theorganization).
5. A relative within the second degree of kinship, of a major shareholder of the Company.
6. A major client or supplier of the Group (any supplier that has received a payment from the Group of
2% or more of consolidated net sales of the Company for the most recent fiscal year, or any client
who has paid the Group 2% or more of consolidated net sales of the Company for the most recent
fiscal year. In the event that said client or supplier is a company, “major client or supplier” shallrefer to an executive of said company).
7. A person providing professional services who received remuneration, etc. of ¥10 million or more in
one of the previous three fiscal years from the Group (excluding officer remuneration from theGroup).
8. A person who received donations or subsidies of ¥10 million or more in one of the previous threefiscal years from the Group (in the event that said donations or subsidies are received by acorporation, other organization, etc., “person who received donations or subsidies” shall refer to an
executive of said organization).
9. An executive of a financial institution or other large-lot creditor (hereinafter referred to as “large-lot
creditor etc.”) that is essential to the Company’s financing and that the Company is dependent on toa degree that there is no substitute.
10. A person who was an executive of a large-lot creditor etc. in the previous three years.
11. A person for whom an exceptional reason has been found to exist that would cause a conflict ofinterest with the Company, notwithstanding the provisions above.

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