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 7, 2023
To Those Shareholders with Voting Rights
Katsuya Minei
Representative Director/President
Heiwa Corporation
1-16-1, Higashiueno, Taito-ku,Tokyo, JapanNOTICE OF THE 55th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Please be informed that the 55th 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 ofShareholders, 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.
1The Company’s website:
https://www.heiwanet.co.jp/ir/ (in Japanese)(From the above website, select “Share-related information,” and then “General Meeting ofShareholders.”)
2Website 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 “Filedinformation available for public inspection,” click “Click here for access” under “[Notice of GeneralShareholders 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 28, 2023.

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Exercising Voting Rights in Writing

Please indicate “for” or “against” for the proposal in
the enclosed Voting Right Exercise Form, and returnthe form to us no later than 6:00 p.m. on Wednesday,June 28, 2023.

Exercising Voting Rights via the Internet,etc.

To exercise your voting rights via the Internet, etc.,
please refer to the attached “Instructions for Exercising
Voting Rights” (omitted in this translation) andexercise your voting rights no later than 6:00 p.m. on
Wednesday, June 28, 2023.

1. Date and Time: Thursday, June 29, 2023 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 55th Fiscal
Year (from April 1, 2022 to March 31, 2023) 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 55th Fiscal Year (fromApril 1, 2022 to March 31, 2023)
Proposal to be resolved:
Proposal:Appropriation of Surplus
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 enclosed with this notice 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.
Please be advised that no gifts are intended to be provided at the General Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposal: 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 55th 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 ¥3,945,138,520(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 30, 2023

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