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 8, 2016
To Those Shareholders with Voting Rights
Katsuya Minei
Representative Director/President
Heiwa Corporation
1-16-1, Higashiueno, Taito-ku,Tokyo, JapanNOTICE OF THE 48th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to the 48th Ordinary General Meeting of Shareholders of Heiwa Corporation(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 Tuesday, June 28, 2016.

1. Date and Time: Wednesday, June 29, 2016 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 48th Fiscal
Year (from April 1, 2015 to March 31, 2016) 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 48th Fiscal Year (fromApril 1, 2015 to March 31, 2016)
Proposals to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Eleven (11) Directors
Proposal No. 3:
Election of One (1) 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 Tuesday, June 28, 2016.
(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 Tuesday, June 28, 2016.
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.heiwanet.co.jp/en/ir/ir_top.php).

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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 onequity ratio, etc.
In accordance with the policy mentioned above, we would like to propose the year-end dividends forthe 48th 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 ¥3,938,321,960(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 30, 2016-3-Proposal No. 2: Election of Eleven (11) Directors
The terms of office of all twelve (12) Directors of the Company will expire at the conclusion of thisMeeting. Therefore, the Company proposes to elect eleven (11) Directors.
The candidates for Director are as follows:
No.

1Name
(Date of birth)

Katsuya Minei(Jun. 8, 1956)

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

1988

Mar.
Jul.

1991
1993

Jul.

1994

Jun.

2003

May

2005

Jun.

2007

Feb.

2008

Dec.

2009

Jan.
Jun.

2012
2012

Jul.

2012

Apr.

2014

Jun.

2015

Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Director of OLYMPIA CO., LTD.
Managing Director of OLYMPIA CO.,LTD.
Senior Managing Director of OLYMPIACO., LTD.
Representative Director and Vice Presidentof OLYMPIA CO., LTD.
Representative Director and President ofOLYMPIA CO., LTD.
Representative Director and Vice President,
Chief of Development Production Divisionof the Company
Director of OLYMPIA CO., LTD. (currentposition)
Representative Director and Vice President,
Chief of Development Division of theCompany
Representative Director and Vice President,
Chief of Development Division, in chargeof Planning Group of the Company
Outside Director of PGM Holdings K.K.
Representative Director and President,
Chief of Development Division andManufacturing Division of the Company
Representative Director and President,
Chief of Development Production Divisionof the Company
Representative Director and President,
Chief of Development Division of theCompany (current position)
Director of PGM Holdings K.K.(currentposition)-4-

Number ofshares of theCompany held

608,600(64)

No.

234Name(Date of birth)

Toshinobu
Moromizato(Dec. 1, 1958)

Yutaka Ohta
(Dec. 25, 1958)

Mikio Miyara(Dec. 22, 1961)

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

1984

Jun.
Oct.

2000
2003

May

2005

Jun.

2007

Jan.
Jun.

2012
2012

Jun.

2015

Dec.
Apr.

2000
2006

Oct.

2007

Apr.

2012

Jun.

2012

Oct.

2012

Aug.

2013

Jul.

2014

May

1987

May

2001

Jun.
Dec.

2007
2009

Apr.

2014

Jun.

2014

Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Director of OLYMPIA CO., LTD.
Managing Director of OLYMPIA CO.,LTD.
Senior Managing Director of OLYMPIACO., LTD.
Senior Managing Director, Chief ofAdministrative Division of the Company
Director of OLYMPIA CO., LTD. (currentposition)
Outside Director of PGM Holdings K.K.
Representative Director and Vice President,
Chief of Administrative Division of theCompany (current position)
Director of PGM Holdings K.K. (currentposition)
Joined OLYMPIA CO., LTD.
General Manager of Management PlanningGroup of OLYMPIA CO., LTD.
Executive Officer, in charge of Management
Planning Group of Corporate Division ofthe Company
Executive Officer, in charge of Management
Planning Group of the Company
Director, in charge of Management PlanningGroup of the Company
Director, in charge of Administrative
Division of the Company (current position)
Director of Pacific Golf Management K.K.
(current position)
Director of Pacific Golf Properties K.K.
(current position)
Director of Pacific Golf Service K.K.
(current position)
Joined OLYMPIA BUSSAN CO., LTD.
(currently OLYMPIA CO., LTD.)
Director of JAPAN SETUP SERVICECORPORATION (current position)
Director of OLYMPIA CO., LTD.
Executive Officer, Deputy Chief of Sales
Division of the Company
Executive Officer, Deputy Chief of Sales
Division, in charge of Sales Headquarters ofthe Company
Director, Chief of Sales Division of theCompany (current position)
Director of OLYMPIA CO., LTD. (currentposition)-5-

Number ofshares of theCompany held

120,300(58)

5,200
(106)

60,476(101)

No.

567Name(Date of birth)

Toshio Yoshino(Aug. 20, 1963)

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

1983
2006

Jun.

2007

Oct.

2007

Feb.

2008

Dec.

2009

Apr.

2014

Jun.

2014

Sep.
Jun.
May

1993
2004
2005

Dec.

2009

Katsumasa Nakada(Feb. 15, 1959)

Takashi Sagehashi(Oct. 18, 1965)

Apr.

2014

Jun.

2014

Jan.
Sep.
Apr.
Dec.

1988
2000
2006
2009

Apr.

2014

Jun.

2014

Feb.

2016

Apr.

2016

Joined the Company
Deputy Chief of Sales Division, in charge ofEast Japan and Tokyo Branch Manager ofthe Company
Director, Deputy Chief of Sales Division, incharge of East Japan and Tokyo BranchManager of the Company
Director, Deputy Chief of Sales Division, insupervision of East Japan of the Company
Director, Chief of Sales Division and insupervision of East Japan of the Company
Director, Chief of Sales Division of theCompany
Director, Chief of Sales Division, in chargeof East Japan of the Company
Director, Deputy Chief of Sales Division, incharge of East Japan of the Company(current position)
Joined OLYMPIA CO., LTD.
Director of OLYMPIA CO., LTD.
Managing Director of OLYMPIA CO.,LTD.
Executive Officer, Deputy Chief ofDevelopment Division of the Company
Director of OLYMPIA CO., LTD. (currentposition)
Executive Officer, Deputy Chief ofDevelopment Division, in charge ofEngineering Group of the Company
Director, in charge of Engineering Group ofDevelopment Division of the Company(current position)
Joined the Company
Joined OLYMPIA CO., LTD.
Executive Officer of OLYMPIA CO., LTD.
Executive Officer, in charge of Planning
Team I of Planning Group of Development
Division of the Company
Executive Officer, Deputy Chief ofDevelopment Division, in charge ofPachinko Planning Group of the Company
Director, in charge of Pachinko PlanningGroup of Development Division of theCompanyDirector, in charge of Pachinko PlanningGroup and Product Design Team ofDevelopment Division of the Company
Director, in charge of Pachinko PlanningGroup of Development Division of theCompany (current position)-6-

Number ofshares of theCompany held

10,900(71)97,908(259)

17,600(101)

No.

8910Name(Date of birth)

Nobuki Katsumata(Feb. 3, 1972)

Hisao Arai
(Aug. 23, 1960)

Tamiki Kaneshi(Sep. 1, 1953)

Career summary, position and areas of responsibility
in the Company, and significant concurrent positions
Oct.
Jun.
Apr.

1997
2007
2014

Jun.

2014

Aug.
Jan.

1982
2005

Apr.

2014

Jun.

2014

Aug.

1984

Sep.
Jul.

1990
1994

Oct.

2003

May

2005

Jun.

2007

Sep.

2009

Jan.
Jun.
Jun.

2012
2012
2015

Joined OLYMPIA CO., LTD.
Director of OLYMPIA CO., LTD.
Executive Officer, Deputy Chief ofDevelopment Division, in charge ofPachislot Planning Group of the Company
Director, in charge of Pachislot PlanningGroup of Development Division of theCompany (current position)
Director of OLYMPIA CO., LTD. (currentposition)
Joined the Company
Executive Officer, Deputy Chief of Sales
Division of Sales Business Unit, in chargeof West Japan of the Company
Executive Officer, Deputy Chief of Sales
Division, in charge of West Japan of theCompany
Director, in charge of West Japan of Sales
Division of the Company (current position)
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)
Representative Director and President of
OLYMPIA ESTATE CO., LTD. (currentposition)
Outside Director of PGM Holdings K.K.
Director of the Company (current position)
Director of PGM Holdings K.K. (currentposition)-7-

Number ofshares of theCompany held

4,256(101)700(103)

360,000(4,993)

No.

11Name(Date of birth)

Kota Yamaguchi(Jul. 14, 1974)

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

2000

Oct.
Jan.

2003
2005

Oct.
Jul.
Sep.

2005
2009
2011

Jun.

2013

Admitted to the bar in Japan
Joined Nagashima Ohno & Tsunematsu
Joined MIYAKE & YAMAZAKI
Chief Financial Officer and Director of
InfoDeliver Corporation
Joined Nagashima Ohno & Tsunematsu
Admitted to the bar in New York StateEstablished Kimura Takushima &Yamaguchi
Partner of Kimura Takushima & Yamaguchi(current position)
Supervisory Director of GLP J-REIT(current position)
Outside Director of the Company (currentposition)

Number ofshares of theCompany held–Notes: 1. Figures in parentheses in the column showing the number of shares of the Company held by the candidates for
Director indicate the number held through the officers’ shareholding association. (Fractions of less than one (1)share have been rounded down)
2. No conflict of interest exists between the candidates for Director and the Company.
3. Mr. Kota Yamaguchi is a candidate for Outside Director.
4. The reason for nominating Mr. Kota Yamaguchi as a candidate for Outside Director is as follows:
The Company judged that Mr. Kota Yamaguchi would carry out the duties of Outside Director utilizing his
professional knowledge and experience as an attorney at law.
5. The term of office of Mr. Kota Yamaguchi will be three (3) years at the conclusion of this Meeting.
6. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered intoagreement with Mr. Kota Yamaguchi 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. In the event that his re-election is approved, the Company plans to continue
the said agreement.
7. The Company has designated Mr. Kota Yamaguchi as an independent director stipulated by the Tokyo Stock
Exchange, and has registered him as such at the Exchange. In addition, Mr. Kota Yamaguchi complies with the“Policy on Independence of Outside Directors and Outside Audit and Supervisory Board Members” (refer to Page10) established by the Company.

-8-Proposal No. 3: Election of One (1) Audit and Supervisory Board Member
Audit & Supervisory Board Members Messrs. Koji Kawano and Takeshi Sato will resign at theconclusion of this Meeting. Therefore, the Company proposes to elect one (1) Audit and Supervisory
Board Member.
The Company proposes the election of Mr. Yasuaki Ikemoto, the candidate for Audit and Supervisory
Board Member, to fill the vacancy created by Audit and Supervisory Board Member Mr. Koji Kawano.
Mr. Yasuaki Ikemoto’s term of office shall be until the expiration of the scheduled term of office ofretiring Audit and Supervisory Board Member Mr. Koji Kawano, pursuant to Article 32, paragraph (2) ofthe Articles of Incorporation of the Company.
The Audit and Supervisory Board has already given its consent to this proposal.
The candidate for Audit and Supervisory Board Member is as follows:
Name(Date of birth)* Yasuaki Ikemoto(Jul. 11, 1951)

Career summary, position andsignificant concurrent positions
Jan.
Jul.
Jun.

2000
2004
2007

Oct.

2007

May

2012

Jul.

2014

Joined OLYMPIA CO., LTD.
Executive Officer of OLYMPIA CO., LTD.
Director, Deputy Chief of Administrative
Division and General Manager of General
Affairs Group of the Company
Director, Deputy Chief of Administrative
Division of the Company (current position)
Director of Pacific Golf Management K.K.
(scheduled to retire on June 27, 2016)
Director of Pacific Golf Properties K.K.
(scheduled to retire on June 27, 2016)
Director of PGM Properties K.K. (scheduledto retire on June 27, 2016)
Director of Chitose Shoji K.K. (scheduled toretire on June 27, 2016)

Number ofshares of theCompany held20,996(104)

Notes: 1. * indicates a new candidate for Audit and Supervisory Board Member.
2. The figure in parentheses in the column showing the number of shares of the Company held by the candidate forAudit and Supervisory Board Member indicates the number held through the officers’ shareholding association.
(Fractions of less than one (1) share have been rounded down)
3. No conflict of interest exists between the candidate for Audit and Supervisory Board Member and the Company.
4. Mr. Yasuaki Ikemoto will retire as Director of the Company at the conclusion of this Meeting.
5. When Mr. Yasuaki Ikemoto is elected, pursuant to the provisions of Article 427, paragraph (1) of the Companies
Act, the Company will enter into agreement with Mr. Yasuaki Ikemoto 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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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 acorporation, 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 recentfiscal 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-lotcreditor 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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