Iwatani : Notice of The 80th Annual General Meeting of Shareholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of 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.

(Stock Exchange Code 8088) June 6, 2023 (Commencement of electronic provision: May 30, 2023)

To Shareholders with Voting Rights:

Akiji Makino

Chairman and CEO

Iwatani Corporation

6-4, Hommachi 3-chome,Chuo-ku, Osaka

NOTICE OF

THE 80TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

We are pleased to notify you of the 80th Annual General Meeting of Shareholders of Iwatani Corporation (the "Company"). The meeting will be held for the purposes as described below.

The Company has opted to provide materials for the convocation of this General Meeting of Shareholders electronically. Please review the details of information provided electronically on the following websites:

The Company's website:

https://www.iwatani.co.jp/eng/ir/stock/shareholders/

Website posting materials for General Meetings of Shareholders: https://d.sokai.jp/8088/teiji/(in Japanese)

In addition to the above websites, the electronically provided information have also been posted on the website of the Tokyo Stock Exchange (TSE). To review the information, please access the Listed Company Search service on the TSE website at the link below. Enter the Company's name ("Iwatani") in "Issue name (company name)" or code 8088 in the corresponding field, and click on "Search." Next, click on "Basic Information" and go to "Documents for public inspection/PR information." The electronically provided information can be found in "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]" under "Filed information available for public inspection."

(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)

If you are exercising your voting rights in writing or via the Internet, please review the Reference Documents for the General Meeting of Shareholders (page 3), indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:15 p.m. on Tuesday, June 20, 2023, Japan time.

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1. Date and Time: Wednesday, June 21, 2023 at 10:00 a.m. Japan time

2. Place:	Sakura Ballroom (5F), Hilton Osaka Hotel, 1-8-8, Umeda, Kita-kuOsaka-shi,
	Osaka, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and Non-

consolidated Financial Statements for the Company's 80th Fiscal Year (April 1, 2022-March 31, 2023)

2. Results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements for the Company's 80th Fiscal Year (April 1, 2022-March 31, 2023)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of One Member of the Board

Proposal 4: Election of Four Audit & Supervisory Board Members

Proposal 5: Revision to the Amount of Compensation for Members of the Board

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.

Of the electronically provided information, the Matters Concerning Corporate Structure and Policies of the Business Report, the Consolidated Statements of Changes in Net Assets and Notes to Consolidated Financial Statements of the Consolidated Financial Statements, and the Non-consolidated Statements of Changes in Net Assets and Notes to Non-consolidated Financial Statements of the Non-consolidated Financial Statements have not been included in the documents sent to shareholders, based on laws and regulations and Article 16 of the Company's Articles of Incorporation. Accordingly, the documents sent to shareholders are part of the documents that the Accounting Auditor and the Audit & Supervisory Board Members audited in preparing their audit reports.

Any revisions to the electronically provided information will be posted on the websites stated above.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

Concerning the distribution of profits, the Company conducts appropriate return of profits in consideration of factors such as business results and the management environment.

Under such a policy, upon consideration of factors such as the condition of business results, the Company proposes a year-end dividend for the fiscal year under review of ¥95 per share, an increase of ¥10 per share from the previous year-end dividend.

Matters concerning the year-end dividend

1. Type of dividend assets Cash
2. Allocation of dividend assets to shareholders and total amount of dividends Amount per share of common stock: ¥95
   Total dividends: ¥ 5,470,048,985
3. Effective date of dividend payment

June 22, 2023

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

At the 65th Annual General Meeting of Shareholders held on June 27, 2008, the Company introduced a basic plan concerning persons who control decisions on financial and business policies of the Company, as well as a Defense Policy against Large Purchase Action of Shares of the Company (Takeover Defense Measures) as part of the initiative to prevent decisions on financial and business policies of the Company from being controlled by inappropriate parties in light of the basic policy (hereinafter referred to as "the Plan"). Since then, the Plan has been renewed four times maintaining its basic contents.

Even after the introduction of the Plan, the Company has sought to strengthen its management foundations through the steady implementation of its medium-term management plans and has worked to strengthen its corporate governance in its efforts to enhance corporate value. In these circumstances, with the effective period of the Plan approaching expiration, the Company has carefully considered how to treat the Plan. Based on changes in the business environment surrounding the Company, recent trends in takeover defense measures, the opinions of shareholders, including institutional investors in Japan and overseas, and other factors, the Company resolved at a meeting of the Board of Directors on May 23, 2023 to discontinue the Plan and to abolish the Plan as of the conclusion of this Annual General Meeting of Shareholders, which is the date the Plan expires.

In line with the abolition of the Plan, the Articles of Incorporation of the Company will be amended to delete the provisions concerning takeover defense measures.

2. Details of amendments

The details of the amendments are as follows.

	(Amended parts are underlined.)
Current Articles of Incorporation	Proposed Amendments
Chapter VII Takeover Defense Measures
(Introduction of Takeover Defense Measures, Etc.)
Article 43 The General Meeting of Shareholders
may decide to introduce, amend, or
abolish takeover defense measures.
2. The Board of Directors may decide to
abolish the takeover defense measures
or, with the approval of the Independent
Panel established under the takeover
defense measures, amend the takeover
defense measures.

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Proposal 3: Election of One Member of the Board

To further enhance transparency of management and strengthen the corporate governance system, the Company has decided to add one Outside Member of the Board and requests the election of the new Member of the Board.

The candidate is as follows:

Name	Past experience, positions, responsibilities	Number of
shares of the
(Date of birth)	and significant concurrent positions
Company held
Yuki Saito	October 2006 Registered as attorney-at-law
(November 13, 1978)	Joined Sakura Law Office
New appointment	January 2012 Partner, Sakura Law Office (current position)	0 shares
October 2015 Part-time judge (Family Conciliation Judge)
Outside
Independent

[Reason for nomination as a candidate for Outside Member of the Board and expected role]

Although Ms. Yuki Saito has no prior experience in directly engaging in the management of corporations, she possesses extensive experience as an attorney-at-law and broad insight concerning legal matters. The Company expects her to properly supervise the Company's management from an independent position as Outside Member of the Board and to give advice on management policies and strategies as well as on the further enhancement of corporate governance, thus contributing to the enhancement of the corporate value of the Company. Therefore, the Company has nominated her as a new candidate for Outside Member of the Board.

(Notes)

1. No special interests exist between the candidate and the Company.
2. Ms. Yuki Saito is a candidate for Outside Member of the Board. The Company has reported her as an Independent Officer to the Tokyo Stock Exchange.
3. In the event that the election of Ms. Yuki Saito is approved in accordance with this proposal, the Company intends to enter into an agreement with her that limits the maximum amount of liability for damages set forth in Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum liability amount stipulated in Article 425, Paragraph 1 of the said Act.
4. We have entered into a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. When the candidate assumes the office of Member of the Board, she will be insured under the insurance contract. In addition, the said insurance contract will be renewed on November 1, 2023. For general information about the said insurance contract, see "(Note) 3. Matters concerning the directors and officers liability insurance contract" in "(1) Members of the Board and Audit & Supervisory Board Members" under "4. Matters Concerning Company Officers" in the Business Report (in Japanese).

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