This English translation is made for reference purposes only, and in the event of any discrepancies between the English
version and the Japanese version, the Japanese version prevails.

Securities Code: 2664
(Shipping Date) May 22, 2024
(Date of Commencement of Measures for Providing Information in Electronic Format) May 21, 2024

To Our Shareholders:
1293 Soshima, Oyama-shi, Tochigi, JapanCAWACHI LIMITED
Shinji Kawachi
President & Representative Director

Notice of the 57th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 57th Ordinary General Meeting of Shareholders of CAWACHI
LIMITED (the “Company”). The meeting will be held for the purposes described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information in electronic format regarding the information contained in the Reference Documents
for the General Meeting of Shareholders, etc. (Matters Subject to Measures for Providing Information
in Electronic Format) and has posted them on the Company’s website on the Internet. Please accessthe Company’s website as follows and check them.
[The Company’s website (in Japanese)]https://www.cawachi.co.jp/ir/ir-outline/*In addition to the Company’s website above, the following websites are also available.
[Website for posting the materials for the General Meeting of Shareholders(in Japanese)]https://d.sokai.jp/2664/teiji/[Tokyo Stock Exchange Website (TSE Listed Company Information Service)(in Japanese)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please access the above TSE website, enter and search for “CAWACHI LIMITED” in the “Issue
name (company name)” or the Company’s securities code “2664” in “Code,” select “Basicinformation” and “Documents for public inspection/PR information” in that order, and then checkthe “Notice of General Shareholders Meeting /Informational Materials for a General Shareholders
Meeting” column under “Filed information available for public inspection.”)
Sincerely yours,-1-1.

Date:

2.

Venue:

3.

Objectives:
Items to be reported:

10:00 a.m., June 12 (Wednesday), 2024 (Reception starts at 9:00a.m.)
2F, Oyama Grand Hotel
202 Hitotonoya, Oyama-shi, Tochigi, Japan1.

2.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:

The Business Report, the Consolidated Financial Statements
and the report of the audit of the Consolidated Financial
Statements by the Independent Auditor and the Audit &Supervisory Board for the 57th business period (March16,2023 to March 15, 2024)
The Non-Consolidated Financial Statements for the 57thbusiness period (March 16, 2023 to March 15, 2024)

Appropriation of Retained Earnings
Election of Four (4) Audit & Supervisory Board Members◎ When you attend the meeting, we kindly request that you submit the enclosed voting form tothe receptionist at the venue.
◎ If any amendments are made to Matters Subject to Measures for Providing Information inElectronic Format, a notice to that effect, the matters before the amendments and the mattersafter the amendments will be posted on each of the above websites on the Internet.
◎ At this General Meeting of Shareholders, regardless of whether a written delivery request has
been made, a written notice describing Matters Subject to Measures for Providing Information
in Electronic Format will be sent uniformly.
Of the matters subject to Matters Subject to Measures for Providing Information in ElectronicFormat, the following matters are not included in the documents sent pursuant to the provisionsof laws and regulations and the Articles of Incorporation of the Company. Furthermore, theAudit & Supervisory Board and the Independent Auditor have audited the documents subject toaudits, including the following matters.
(i) Notes to the Consolidated Financial Statements in the Consolidated Financial Statements(ii) Notes to the Non-Consolidated Financial Statements in the Non-Consolidated FinancialStatements◎ Any major changes in the operation of the General Meeting of Shareholders will be posted on
the Company’s website on the Internet (https://www.cawachi.co.jp (in Japanese)).

-2-Reference Document for the Ordinary General Meeting of Shareholders
Agenda No. 1: Appropriation of Retained EarningsThe Company recognizes that returning profit to shareholders is a top-priority management
issue. Our basic policy calls for continuing to pay progressive dividend payments, taking into
account the future business prospects as well as the enhancement of internal reserves toensure the stable growth of the Company.
Based on the basic policy above, the Company proposes to pay a year-end ordinary dividend
for the current business period of 80 yen per common share, an increase of 30 yen from theprevious fiscal year.
1)Type in which dividends are paid
Cash payment

2)

Allocation of dividends and total amount of dividends
The Company proposes to disburse 80 yen per common share of the Company.
Total: 1,786,739,760 yen3)

Effective date on which dividends are disbursed from retained earnings
The Company proposes to disburse the dividend on June 13, 2024.

-3-

Agenda No. 2: Election of Four (4) Audit & Supervisory Board Members
The terms of all three (3) Audit & Supervisory Board Members will expire at the conclusionof the Ordinary General Meeting of Shareholders. To strengthen the auditing system, theCompany requests the election of four (4) Audit & Supervisory Board Members, adding one(1) Audit & Supervisory Board Member.
With regard to this agenda item, the consent of the Audit & Supervisory Board has beenobtained.
The candidates for Audit & Supervisory Board Members are as follows.
CandidateNo.

12Name(Date of birth)

YoshioTamura(October 18,1956)
Reappointed

Brief profile
Position at the Company, and significant concurrent positions

Number of theCompany’s
shares owned

Joined the Company
Area Manager, of the Company
Resigned from the Company
3,000 shares
Full-time Audit & Supervisory BoardMember of the Company (current position)[Reasons for nominating the candidate]
The Company nominates Mr. Yoshio Tamura as a candidate for Audit &Supervisory Board Member because Mr. Yoshio Tamura has extensive
experience and deep insights in relation to the Company, and the Company
judges that he will strengthen the audit and supervisory system of the Companyand appropriately provide effective advice leveraging his experience.
April 1996
Registered as Lawyer
January 2009
Director of Utsunomiya Chuo Attorneys atLaw (current position)
June 2012
Outside Audit & Supervisory Board Memberof Takizawa Ham Co., Ltd. (current position)
March 2014
Outside Audit & Supervisory Board Memberof Nakanishi Inc. (current position)
June 2015
Outside Audit & Supervisory Board Member
1,400 sharesof the Company (current position)
April 2020
President of Tochigi Prefecture Bar
Association (current position)
March 1975
March 2002
February 2011
June 2013

Yuji Sawada(February 3,1968)
Reappointed[Outside[Significant concurrent positions]Audit &Supervisory Director of Utsunomiya Chuo Attorneys at Law
Outside Audit & Supervisory Board Member of Takizawa HamBoardCo., Ltd.
Member]Outside Audit & Supervisory Board Member of Nakanishi Inc.
[Independent[Reasons for nominating the candidate]
Officer]
The Company nominates Mr. Yuji Sawada as a candidate for Outside Audit &Supervisory Board Member because Mr. Yuji Sawada has expertise as a lawyer
and is familiar with corporate legal matters including compliance and riskmanagement. The Company judges that he will appropriately provide
professional and objective advice as Outside Audit & Supervisory BoardMember.

-4-CandidateNo.

34Name(Date of birth)

Brief profile
Position at the Company, and significant concurrent positions

Number of theCompany’sshares ownedMay 2006
Registered as Certified Tax AccountantToshiyuki
July 2006
Representative of Toshiyuki Okayasu TaxOkayasu
Office (current position)（December 1, May 2017
Auditor of Yokohama Pharmacy Co., Ltd.
–1976）(current position)[Significant concurrent positions]
Newly
Representative of Toshiyuki Okayasu Tax OfficeAppointed
Auditor of Yokohama Pharmacy Co., Ltd.
[Outside[Reasonsfor nominating the candidate]
Audit &Supervisory The Company nominates Mr. Toshiyuki Okayasu as a candidate for Outside
Audit & Supervisory Board Member because Mr. Toshiyuki Okayasu has
Boardextensive knowledge and experience as a certified tax accountant and is familiar
Member]with finance and accounting. The Company judges that he will appropriately[Independentprovide professional and objective advice as Outside Audit & Supervisory Board
Officer]Member.
April 1980
Joined Yamanouchi Pharmaceutical Co., Ltd.
(currently Astellas Pharma Inc.)
August 1997
Acting Senior Vice President, Shaklee
Business of Yamanouchi Pharmaceutical Co.,Ltd.
August 1997
Director of Shaklee Corporation, a subsidiaryin the USA of Yamanouchi PharmaceuticalCo., Ltd.
August 2001
Deputy Vice President in charge of IR ofCorporate Communications Department of
Yamanouchi Pharmaceutical Co., Ltd.
June 2003
Vice President in charge of European Businessof Europe and U.S. Department ofYamanouchi Pharmaceutical Co., Ltd.
Go Otani
October
2005
Seconded to European Headquarter (resided in(July 30,the United Kingdom), General Manager of1955)–Internal Auditing Division of Astellas Pharma
NewlyInc.
AppointedApril 2009
Vice President of Internal Auditing[OutsideDepartment of Astellas Pharma Inc.
Audit &June 2013
Audit & Supervisory Board Member ofAstellas Pharma Inc.
Supervisory
June 2016
Corporate Auditor (External) of AEONBoardFinancial Service Co., Ltd. (current position)
Member]February
2017
Director, Institute of Corporate Governance,[IndependentJapanOfficer]
February 2023
Representative Director, Institute of CorporateGovernance, Japan (current position)[Significant concurrent positions]
Corporate Auditor (External) of AEON Financial Service Co., Ltd.
Representative Director, Institute of Corporate Governance, Japan[Reasons for nominating the candidate]
The Company nominates Mr. Go Otani as a candidate for Outside Audit &Supervisory Board Member because Mr. Go Otani has extensive experience andinsight in the areas of internal control and governance. The Company judges that
he will appropriately provide professional and objective advice on company risk
management and governance systems as Outside Audit & Supervisory BoardMember.

-5-Notes:
1.
There are no special conflicts of interest between the candidates and the Company.
2.
Mr. Yuji Sawada, Mr. Toshiyuki Okayasu, and Mr. Go Otani are the candidates for Outside Audit &Supervisory Board Members.
3.
Mr. Toshiyuki Okayasu is an Auditor of our subsidiary, Yokohama Pharmacy Co., Ltd.
4.
Mr. Yuji Sawada is currently Outside Audit & Supervisory Board Member of the Company. His term ofoffice as Outside Audit & Supervisory Board Member at the conclusion of the Ordinary General Meetingof Shareholders will be nine years.
5.
The Company has registered Mr. Yuji Sawada as an independent officer with the TSE. When his
reappointment is approved, the Company will continue to register him as independent officer with theTSE. Furthermore, Messrs. Toshiyuki Okayasu and Go Otani have satisfied the requirements asindependent officers based on the provisions of the TSE. If both appointments are approved, the TSE will
be notified of their appointments as independent officers.
6.
If the appointments of Messrs. Yoshio Tamura, Yuji Sawada, Toshiyuki Okayasu and Go Otani areapproved, the company plans to conclude an agreement with these four officers to limit the liability fordamages under Article 423 (1) in accordance with the provisions of Article 427 (1) of the Companies Act.
Furthermore, the liability limit amount based on the agreement will be the Minimum Liability Amountdefined in Article 425 (1) of the same Act.
7.
The Company has concluded a liability insurance contract for officers defined in Article 430-3 (1) of theCompanies Act with an insurance company. The scope of the insured in the insurance contract includes
Directors, Audit & Supervisory Board Members and Executive Officers, and Officers of subsidiary; theinsured are not responsible for insurance premiums. Claims for damages made during the insurance periodthat result from the execution of the insured persons’ actions taken as company officers will becompensated according to the insurance policy. However, to ensure that the proper execution of theinsured person's duties is not impaired, in the event that there are claims for damages that arise becauseof the intent or gross negligence of the insured persons, they will not be subject to compensation.
Furthermore, if the nomination of each candidate is approved, they will be insured under the contract.
Furthermore, the insurance policy is scheduled to be renewed with the same contents at the next renewal.
8.
Mr. Toshiyuki Okayasu was appointed as a substitute Audit & Supervisory Board Member for theCompany at the 56th Ordinary General Meeting of Shareholders held on June 14, 2023. However, its
efficacy is that it can be canceled by a resolution of the Board of Directors with consent of the Audit
and Supervisory Board before the appointment of the auditor.
To request his appointment as a new Outside Auditor Audit & Supervisory Board Member, with theconsent of the Audit and Supervisory Board, at the Board of Directors Meeting held on April 26, 2024, it
was resolved to revoke the effect of the appointment of substitute Audit & Supervisory Board Member at
the start of this Ordinary General Meeting of Shareholders.

-6-[Reference]
Composition of the Board of Directors and the Audit and Supervisory Board after Conclusion of theGeneral Meeting of Shareholders and Skill Matrix
If Agenda No. 2 is approved and passed as proposed, the key skills, experience and expected areasof each Director and each Audit & Supervisory Board Member are as follows:
Basic Information
NameSkills and Experiences/Expected Areas

Treasury
Legal Affairs
Position at the Gender Indepen- Management Sales Accounting
IT System
RiskCompany
denceMarketing FinanceDX
Management

Shinji Kawachi

President &Representative
DirectorMale✓✓Katsuyuki OkuboDirectorMale✓✓Rinji Watanabe Outside Director MaleMiho Eto

Outside Director Female✓✓✓✓Yoshio Tamura

Full-time Audit& Supervisory
Board Member

Yuji Sawada

Outside Audit &Supervisory
Male
Board Member✓✓Toshiyuki
Okayasu

Outside Audit &Supervisory
Male
Board Member✓✓

Go Otani

Outside Audit &Supervisory
Male
Board Member✓Male✓✓✓✓✓✓✓-7-✓✓✓