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 6, 2019
To Those Shareholders with Voting Rights
Katsuya Minei
Representative Director/President
Heiwa Corporation
1-16-1, Higashiueno, Taito-ku,Tokyo, JapanNOTICE OF THE 51ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to the 51st 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 Wednesday, June 26, 2019.
Notice on Exercising Voting Rights
Exercising Voting Rights at theGeneral Meeting of Shareholders

Shareholders attending the meeting in person arerequested to submit the Voting Right Exercise Form
enclosed with this notice to the reception desk on theday of the meeting.

Exercising Voting Rights in Writing

Please indicate “for” or “against” for each of theproposals in the enclosed Voting Right Exercise Form,and return the form to us no later than 6:00 p.m. on
Wednesday, June 26, 2019.

Exercising Voting Rights via the Internet

To exercise your voting rights via the Internet, pleaserefer to the attached “Instructions for Exercising VotingRights” (omitted in this translation) and exercise yourvoting rights no later than 6:00 p.m. on Wednesday,June 26, 2019.

-1-1. Date and Time: Thursday, June 27, 2019 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 51st Fiscal
Year (from April 1, 2018 to March 31, 2019) 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 51st Fiscal Year (fromApril 1, 2018 to March 31, 2019)
Proposals to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of One (1) Director
Proposal No. 3:
Election of One (1) Audit and Supervisory Board Member
Shareholders attending the meeting in person are requested to submit the Voting Right Exercise Form
enclosed with this notice to 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 the Reference Documents for the General Meeting of Shareholders, Business Report, andConsolidated and Non-consolidated Financial Statements are subsequently revised, the revisions shall be
posted on the Company’s website (https://www.heiwanet.co.jp/en/ir/ir_top.php).

-2-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 51st 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 ¥3,945,547,320(As a result, the annual dividend, including interim dividend of ¥40 per share, would be ¥80
per share in total.)(3) Effective date of dividends from surplus
June 28, 2019-3-

Proposal No. 2: Election of One (1) Director
The Company has decided to add one (1) new Director to strengthen its management structure.
Therefore, the Company proposes to elect one (1) Director.
The term of office of the newly elected Director shall be until the expiration of the scheduled terms ofoffice of the incumbent Directors, pursuant to Article 22, paragraph (2) of the Articles of Incorporationof the Company.
The candidate for Director is as follows:
Name(Date of birth)

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

1994
2005

Number ofshares of theCompany held

Joined the Company
General Manager of Product Strategy
Promotion Group and Group Leader ofTotal Marketing Group of Product Strategy
Division of Development Production
Business Unit of the Company
Jul.
2005
General Manager of Administrative Groupof Development Production Business Unitof the Company
Apr. 2006
General Manager of Administrative Group
Yuji Mizushimaof Development Production Division of the(Apr. 9, 1962)
Company–Feb. 2008
General Manager of Development<New election>
Promotion Group of Development Divisionof the Company
Apr. 2014
Executive Officer, General Manager ofDevelopment Promotion Group ofDevelopment Division of the CompanyJun.
2018
Representative Director and President of
AMTEX CO., LTD. (current position)
Apr. 2019
Executive Officer, Deputy Chief ofDevelopment Division, in charge ofPlanning Group, and in charge of DesignGroup of the Company (current position)<Reason for nomination as a candidate for Director>
Mr. Yuji Mizushima has been involved in the sales, administration, and development departments andserving as Deputy Chief of Development Division since April 2019, having cultivated extensive experienceand wide-ranging insights. The Company judges that this experience and track record will contribute tosustainable improvements in the corporate value of the Group, and hence it has nominated him as a candidatefor Director.
Note: No conflict of interest exists between Mr. Yuji Mizushima and the Company.

-4-Proposal No. 3: Election of One (1) Audit and Supervisory Board Member
Out of the three (3) Audit and Supervisory Board Members of the Company, the term of office of Mr.
Yuichiro Eguchi will expire at the conclusion of this meeting. Therefore, the Company proposes to electone (1) Audit and Supervisory Board Member.
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)

Career summary, position andsignificant concurrent positions

Admitted to the bar in Japan
Joined Tokyo Eiwa Attorney at Law
Jul.
2008
Joined TMI Associates–<Re-election>
Jan.
2014
Partner of TMI Associates (current position)<Outside>Jun.
2015
Outside Audit and Supervisory Board<Independent>
Member of the Company (current position)<Reason for nomination as a candidate for Outside Audit and Supervisory Board Member>
Although Mr. Yuichiro Eguchi has not been involved in corporate management other than having served as anOutside Audit and Supervisory Board Member, the Company judges that he will be able to utilize his
professional knowledge and abundant experience as an attorney at law for supervising the overall managementof the Company, and hence it has nominated him as a candidate for Outside Audit and Supervisory BoardMember.
Yuichiro Eguchi(Jul. 22, 1974)

Apr.

Number ofshares of theCompany held1999

Notes: 1.
2.
3.
4.

No conflict of interest exists between Mr. Yuichiro Eguchi and the Company.
Mr. Yuichiro Eguchi is a candidate for Outside Audit and Supervisory Board Member.
The term of office of Mr. Yuichiro Eguchi will be four (4) years at the conclusion of this meeting.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered 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. In the event that his re-election is approved, the Company plans to continue
the said agreement.
5. The Company has designated Mr. Yuichiro Eguchi as an independent officer stipulated by the Tokyo Stock
Exchange, and has registered him as such at the Exchange. In the event that his re-election is approved, theCompany plans to continue to designate him as an independent officer. In addition, Mr. Yuichiro Eguchi complies
with the “Policy on Independence of Outside Directors and Outside Audit and Supervisory Board Members” (referto Page 6) established by the Company.

-5-

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 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-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.

-6-