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, 2017
To Those Shareholders with Voting Rights
Katsuya Minei
Representative Director/President
Heiwa Corporation
1-16-1, Higashiueno, Taito-ku,Tokyo, JapanNOTICE OF THE 49th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to the 49th 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 28, 2017.

1. Date and Time: Thursday, June 29, 2017 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 49th Fiscal
Year (from April 1, 2016 to March 31, 2017) 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 49th Fiscal Year (fromApril 1, 2016 to March 31, 2017)
Proposal to be resolved:
Proposal:Appropriation of Surplus-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 Wednesday, June 28, 2017.
(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 Wednesday, June 28, 2017.
Shareholders attending the meeting in person are requested to submit the Voting Right Exercise Form
enclosed 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 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 (http://www.heiwanet.co.jp/en/ir/ir_top.php).

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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 49th 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 ¥3,940,214,680(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, 2017-3-