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 9, 2015
To Those Shareholders with Voting Rights
Katsuya Minei
Representative Director/President
Heiwa Corporation
1-16-1, Higashiueno, Taito-ku,Tokyo, JapanNOTICE OF THE 47th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to the 47th Ordinary General Meeting of Shareholders of the Company. The
meeting will be held as stated below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via theInternet. Please review the Reference Documents for the General Meeting of Shareholders as describedhereinafter, and exercise your voting rights no later than 6:00 p.m. on Thursday, June 25, 2015.

1. Date and Time: Friday, June 26, 2015 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 47th Fiscal
Year (from April 1, 2014 to March 31, 2015) 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 47th Fiscal Year (fromApril 1, 2014 to March 31, 2015)
Proposals to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial amendments to the Articles of Incorporation
Proposal No. 3:
Election of One Audit and Supervisory Board Member-1-

4. Notice on Exercising Voting Rights:(1) 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 Thursday, June 25, 2015.
(2) Exercising Voting Rights via the Internet
To exercise your voting rights via the Internet, please refer to the attached “Instructions for
Exercising Voting Rights” (abbreviated in this translation) and exercise your voting rights no later
than 6:00 p.m. on Thursday, June 25, 2015.
Shareholders attending the meeting in person are requested to submit the Voting Right Exercise Formenclosed with this notice at 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 withthe Voting Right Exercise Form enclosed with this notice to the Company at the reception desk.
If the Reference Materials for Ordinary General Meeting of Shareholders, Business Report, andConsolidated and Non-consolidated Financial Statements are subsequently revised, the revisions shall beposted on the Company’s website (http://www.pronexus.co.jp/koukoku/6412/6412.html).

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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, and dividend on
equity ratio, etc.
In accordance with the policy mentioned above, we would like to propose the year-end dividends forthe 47th 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 ¥3,432,348,720(As a result, the annual dividend, including interim dividend of ¥40 per share, would be ¥80
per share at total.)(3) Effective date of dividends from surplus
June 29, 2015

-3-Proposal No. 2: Partial amendments to the Articles of Incorporation
1. Reason for Proposal(1) For the purpose of improving convenience of the shareholders, the Company intends to newly
establish Article 9 (4) and Article 10 (Additional Purchase of Shares Constituting Less Than One
Unit) of the Articles of Incorporation so as to introduce a system of request for sale of sharesconstituting less than one unit provided for in Article 194 of the Companies Act. In line with theinclusion of the above new article, the numbers of Article 10 and articles thereafter of the existing
Articles of Incorporation shall be appropriately adjusted.
(2) The “Act for Partial Revision of the Companies Act” (Act No. 90 of 2014) came into force on
May 1, 2015, and the conclusion of limited liability agreements between the Company and aDirector who is not an executive director, etc. and between the Company and an Audit andSupervisory Board Member who is not an Outside Audit and Supervisory Board Member has
been newly allowed. Accordingly, to ensure that these Directors and Audit and Supervisory
Board Members can adequately fulfil the role expected of them, the Company plans to makeamendments to Article 28 (Exemption from liability of Directors) and Article 36 (Exemptionfrom liability of Audit and Supervisory Board Members) as shown in the column of “Proposedchanges” in the table below.
The Company has already received the approval from all Audit and Supervisory Board Members
for the amendment to Article 28 of the Articles of Incorporation.
2. Details of Changes
Details of proposed changes are as follows:
Current(Rights with respect to Shares Constituting Less Than
One Unit)
Article 9. A shareholder may not exercise rights withrespect to shares constituting less than one unit
other than those specified in the following
sections:(1) Rights specified in each item of Article 189,
Paragraph 2 of the Companies Act.
(2) Right to make a request provided for in Article 166,
Paragraph 1 of the Companies Act.
(3) Right to receive allotment of offered shares or stockacquisition rights in accordance with the number ofshares held by the shareholder.
(Newly established)(Newly established)

Article 10 – 27
(Provisions omitted)-4-(The underlined parts are to be amended.)
Proposed changes(Rights with respect to Shares Constituting Less Than
One Unit)
Article 9. A shareholder may not exercise rights withrespect to shares constituting less than one unit
other than those specified in the following
sections:(1)(No change)(2)(No change)(3)(No change)(4) Right to make a request provided for in thefollowing article.
(Additional Purchase of Shares Constituting Less Than
One Unit)
Article 10. A shareholder holding shares constituting
less than one unit, in accordance with theprovisions of the Share Handling Regulations, may
request the Company to sell to him/her suchamount of shares which will, when added togetherwith the shares constituting less than one unit,constitute one unit of stock.
Article 11 – 28
(No change)Current(Exemption from liability of Directors)
Article 28.
(Provisions omitted)
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company
may enter into agreements with outside Directors
to the effect that their liability for damages arisingfrom their failure to perform their duties shall belimited; provided, however, that the limit of theliability under such agreements shall be theamount prescribed by laws and regulations.
(Exemption from liability of Audit and Supervisory
Board Members)
Article 36.
(Provisions omitted)
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company
may enter into agreements with outside Audit andSupervisory Board Members to the effect that their
liability for damages arising from their failure to
perform their duties shall be limited; provided,
however, that the limit of the liability under suchagreements shall be the amount prescribed by laws
and regulations.

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Proposed changes(Exemption from liability of Directors)
Article 29.
(No change)
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company
may enter into agreements with Directors(excluding directors with executive authority overoperations, etc.) to the effect that their liability fordamages arising from their failure to perform theirduties shall be limited; provided, however, that thelimit of the liability under such agreements shallbe the amount prescribed by laws and regulations.
(Exemption from liability of Audit and Supervisory
Board Members)
Article 37.
(No change)
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, the Companymay enter into agreements with Audit andSupervisory Board Members to the effect that theirliability for damages arising from their failure toperform their duties shall be limited; provided,
however, that the limit of the liability under suchagreements shall be the amount prescribed by lawsand regulations.

Proposal No. 3: Election of One Audit and Supervisory Board Member
The Company proposes the election of one Audit and Supervisory Board Member, an increase of one
Audit and Supervisory Board Member to strengthen the auditing system.
The Audit and Supervisory Board has already given its consent to this proposal.
The candidate for Audit and Supervisory Board Member is as follows:
Number ofName
Career summary, position andshares of the(Date of birth)
significant concurrent positions
Company heldApril. 1999
Admitted to the bar in Japan
Joined Tokyo Eiwa Attorney at Law
July. 2008
Joined TMI Associates*Yuichiro Eguchi–Jan. 2014
Partner of TMI Associates (current position)(July 22, 1974)(Significant concurrent position)
Attorney at Law
Notes: 1. * indicates a new candidate for Audit and Supervisory Board Member.
2. No conflict of interest exists between the Company and Mr. Yuichiro Eguchi.
3. Mr. Yuichiro Eguchi is a candidate for Outside Audit and Supervisory Board Member.
4. The reasons for nominating Mr. Yuichiro Eguchi as a candidate for Outside Audit and Supervisory Board Member
are as follows:Although he has not been involved in corporate management by means other than becoming Outside Audit andSupervisory Board Member, the Company judged that he would appropriately carry out duties of Outside Audit andSupervisory Board Member with appreciable knowledge on laws as an attorney at law.
5. Mr. Yuichiro Eguchi is a candidate for independent officer under the provisions of the Tokyo Stock Exchange.
6. When Mr. Yuichiro Eguchi is elected, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act,
the Company will enter into agreement with Mr. Yuichiro Eguchi which shall limit the liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, to the extent of the minimum amount of liability
provided for in Article 425, Paragraph 1 of the Companies Act.

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