Ain : Notice of Convocation of the 54th Ordinary 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.

Securities Code: 9627 July 7, 2023 Start date of measures for electronic provision: June 30,2023

To Our Shareholders

Kiichi Otani

President and Representative Director

AIN HOLDINGS INC.

5-2-4-30, Higashisapporo, Shiroishi-ku, Sapporo

Notice of Convocation of

the 54th Ordinary General Meeting of Shareholders

You are cordially invited to attend the 54th Ordinary General Meeting of Shareholders of AIN HOLDINGS INC. (hereinafter the "Company") to be held as described 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 of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and has posted the information on the Company's website. Please access the website below to view the information.

The Company's website: https://www.ainj.co.jp/ir/library.html (in Japanese)

(Access the above website and view the documents listed under "General Meeting of Shareholders.")

In addition to the Company's website, the matters subject to measures for electronic provision are also posted on each of the following websites.

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/9627/teiji/ (in Japanese)

Tokyo Stock Exchange website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(Access the TSE website by using the internet address shown above, enter "AIN HOLDINGS" in "Issue name (company name)" or the Company's securities code "9627" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")

In the event that you do not attend the meeting, you may exercise your voting rights either via the Internet or in writing (by mail). Please review the Reference Documents for the General Meeting of Shareholders and refer to "Information on Exercise of Voting Rights" on page 3 to exercise your voting rights.

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1. Date and Time: Friday, July 28, 2023 at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)

2. Location:	Sapporo Grand Hotel, "Grand Hall" (2nd Floor)
	Nishi 4, Kita 1, Chuo-ku, Sapporo

3. Agenda for the Meeting Matters to be Reported:

1. The Business Report, the Consolidated Financial Statements, and the report on results of the audits by the Accounting Auditor and the Board of Corporate Auditors regarding the Consolidated Financial Statements for the 54th business term (from May 1, 2022 to April 30, 2023)
2. The Non-Consolidated Financial Statements for the 54th business term (from May 1, 2022 to April 30, 2023)

Matters to be Resolved:

Proposal No. 1: Distribution of Surplus

Proposal No. 2: Election of Twelve (12) Directors

4. Information on Exercise of Voting Rights

• If you exercise your voting rights more than once via the Internet, only the voting rights you exercise last will be valid.
• If you exercise your voting rights both via the Internet and in writing (by mail), only the voting rights you exercise via the Internet will be valid regardless of the date and time the written form was received by the Company.
• If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of the proposals on the Voting Rights Exercise Form, it will be treated as an indication of your approval.
• Please refer to "Information on Exercise of Voting Rights" below as well.

• If attending the meeting in person, please present the Voting Rights Exercise Form 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 items before and after the revisions will be posted on the Company's aforementioned website, the website for posted informational materials for the general meeting of shareholders and the TSE website.
• Paper-baseddocuments stating matters subject to measures for electronic provision are sent to shareholders who have requested the delivery of paper-based documents, however those documents do not include the following matters in accordance with the provisions of laws and regulations and Article 16 of the Company's Articles of Incorporation.
• 1. "Consolidated statements of changes in shareholders' equity" and "Notes to consolidated financial statements" in the Consolidated Financial Statements
  2. "Non-consolidatedstatements of changes in shareholders' equity" and "Notes to non-consolidated financial statements" in the Non-Consolidated Financial Statements

Accordingly, Consolidated Financial Statements, and Non-Consolidated Financial Statements included in these paper-based documents are part of the subject documents that were audited by the Accounting Auditor in preparing the Accounting Auditor's Report and by the Corporate Auditors in preparing their audit report.

• In order to further deepen communication with shareholders, the Company has introduced "Smart Convocation," which enables

shareholders to easily view key content and related information of Reference Documents for the General Meeting of Shareholders, etc., and exercise their voting rights via smartphones and other devices.

https://p.sokai.jp/9627/ (in Japanese)

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Information on Exercise of Voting Rights

Exercise of voting rights at the Company's General Meeting of Shareholders is shareholders' important right. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights. You may exercise your voting rights by one of the following three methods.

If you are attending the

meeting

Please submit the Voting Rights Exercise Form at the reception.

Date and Time:

10:00 a.m., Friday, July 28, 2023 (Reception will open at 9:00 a.m.)

Exercise of voting rights via

the Internet

Please enter your approval or disapproval of the proposals by following the instructions below.

Deadline for exercise of voting rights via

the Internet

All data entry to be completed

no later than 6:00 p.m., Thursday, July 27, 2023.

Exercise of voting rights in

writing (by mail)

Please indicate your approval or disapproval of the proposals on the Voting Rights Exercise Form and return it to the Company.

Deadline for exercise of voting rights by

mail

To be received no later than 6:00 p.m., Thursday, July 27, 2023.

• If you exercise your voting rights both via the Internet and in writing (by mail), only the voting rights you exercise via the Internet will be valid. If you exercise your voting rights more than once via the Internet, only the voting rights you exercise last will be valid.
• If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of the proposals on the Voting Rights Exercise Form, it will be treated as an indication of your approval.

Guidance for the Exercise of Voting Rights via the Internet

Scanning the login QR Code

"Smart Vote"

You can simply log in to the voting website without entering your voting rights exercise code and password.

1 Please scan the QR Code printed on the lower right-hand side of the Voting Rights Exercise Form.

* "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.

2 Indicate your approval or disapproval by following the instructions on the screen.

Please note that exercising voting rights by using "Smart Vote" method is available only once.

If you need to make a correction to the content of your vote after you have exercised your voting rights, please access the website for personal computer and log in by entering your voting rights exercise code and password printed on the Voting Rights Exercise Form, and exercise your voting rights again.

• You can access the website for personal computer by scanning the QR Code again.

In case you need instructions for how to operate

your personal computer, smartphone or mobile phone in order to exercise your voting rights via the Internet, please contact:

Entering voting rights exercise code and password

Voting website:https://soukai.mizuho-tb.co.jp/ (in Japanese)

1 Please access the website for the exercise of voting rights.

2 Enter the voting rights exercise code printed on the Voting Rights Exercise Form.

3 Enter the password printed on the Voting Rights Exercise Form.

4 Indicate your approval or disapproval by following the instructions on the screen.

Mizuho Trust & Banking Co., Ltd. Stock Transfer Agency

Internet Help Dial

0120-768-524 (toll free only from Japan)

(9:00 a.m. - 9:00 p.m. except New Year holidays)

Institutional investors may make use of the Electronic Voting Platform for institutional investors operated by ICJ, Inc.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Distribution of Surplus

As we consider returning profits to shareholders to be one of the most important management issues, and taking into consideration future business development while maintaining stable dividends, the Company proposes to pay a year- end dividend for the fiscal year as follows:

Type of dividend property To be paid in cash.

Allotment of dividend property and their aggregate amount ¥60 per common share of the Company

Total payment: ¥2,107,801,440 Effective date of dividends of surplus

July 31, 2023

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Proposal No. 2: Election of Twelve (12) Directors

At the conclusion of this General Meeting of Shareholders, the terms of office of all 12 Directors will expire. Therefore, the Company proposes the election of 12 Directors. When selecting candidates for Director, a report was submitted by the Nomination and Remuneration Committee in which independent outside Directors make up the majority of the members.

The candidates for Director are as follows:

					Attendance at Board
Candidate		Name	Current positions and responsibilities in the	Candidate	of Directors meetings
No.		Company	attributes	for the fiscal year
					2022
1		Kiichi Otani	President and Representative Director	Reelection	11/11
	(100%)
2		Shoichi Shudo	Representative Senior Managing Director	Reelection	9/11
	in charge of Store Development	(82%)
			Representative Senior Managing Director		11/11
3		Toshihide Mizushima	in charge of Operating Management, Operational	Reelection
	(100%)
			Support and Digital Promotion
4		Miya Oishi	Managing Director	Reelection	11/11
	(100%)
			Director		11/11
5		Masato Sakai	Division Manager of Dispensing Pharmacy	Reelection
	(100%)
			Operating Management
6		Rieko Kimei	Director	Reelection	11/11
	Division Manager of Personnel	(100%)
7		Nobuyuki Takakura	-	New election	-
			Executive Officer,
8		Kaori Ishikawa	Division Manager of Cosmetic and Drug Store	New election	-
			Operating Management
				Reelection	11/11
9		Noriko Endo	Outside Director	Outside
	(100%)
				Independent
				Reelection	10/11
10		Junro Ito	Outside Director	Outside
	(91%)
				Independent
				Reelection	9/9
11		Shigeru Yamazoe	Outside Director	Outside
	(100%)
				Independent
				Reelection	7/9
12		Hideki Kuriyama	Outside Director	Outside
	(78%)
				Independent
Reelection	Candidate for Director to be reelected
New election Candidate for Director to be newly elected
Outside	Candidate for Outside Director
Independent	Independent officer as stipulated by the Tokyo Stock Exchange

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