Gala Incorporated : ECONVOCATION NOTICE OF THE 30TH ANNUAL MEETING OF SHAREHOLDERS

Note: This document has been translated from 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 damage arising from the translation.

(Securities Code: 4777)

June 8, 2023

Satoru Kikugawa,

Representative Director & Group CEO

GALA INCORPORATED

6-12-18, Jingumae, Shibuya-ku, Tokyo

CONVOCATION NOTICE OF THE 30TH

ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholders:

Notice is hereby given that the 30th Annual Meeting of Shareholders will be held as follows:

The Meeting will be held as a shareholders meeting without a designated location (Fully Online Shareholders Meeting) in accordance with Article 66, Paragraph 1 of the Industrial Competitiveness Enhancement Act and Article 12, Paragraph 2 of the Company's Articles of Incorporation.

If you are unable to attend the Meeting, you can exercise your voting rights by using any of the following methods no later than 6:00 p.m., Friday, June 23, 2023 (JST).

[Voting in writing (by mail)]

Please exercise your voting rights by sending back the enclosed voting form expressing your approval or disapproval of the proposals such that it arrives at the Company by the above deadline.

[Voting via the Internet]

Please exercise your voting rights by accessing the voting website designated by the Company (https://www.web54.net) by using the voting code and password printed on the enclosed voting form, and entering your approval or disapproval of each proposal following the instructions on your screen by the above deadline.

1. Date and Time:	Saturday, June 24, 2023, at 10:00 a.m. (JST)
	(Login available from 9:30 a.m.)
2. Venue:	Meeting of Shareholders without a designated location (Fully
	Online Shareholders Meeting)
	In the event that the Meeting of Shareholders cannot be held on the above
	date and time due to communication failure or other reasons, the Meeting
	of Shareholders will be postponed to Friday, June 30, 2023, at 10:00 a.m.
	This Meeting of Shareholders will be held only on the Internet,
	so there will be no venue for you to attend the meeting. For
	details on how to attend and vote at this Meeting of
	Shareholders, please refer to "How to Attend and Exercise
	Voting Rights at the Fully Online Shareholders Meetings and
	How to Attend the Online Business Briefing Session" on page 4.

3. Agenda for the Meeting: Matters to be reported:

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1.	The Business Report and the Consolidated Financial Statements
	for the 30th fiscal year (from April 1, 2022 to March 31, 2023),
	and the Audit Results of the Consolidated Financial Statements
	by the Accounting Auditor and the Board of Corporate Auditors
2.	The Non-Consolidated Financial Statements for the 30th fiscal
	year (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No.1.	Partial Amendment to the Articles of Incorporation (Increase in
	the Number of Directors)
Proposal No.2.	Partial Amendment to the Articles of Incorporation (Change of
	Fiscal Year)
Proposal No.3.	Election of One Director
Proposal No.4.	Election of Two Corporate Auditors

4. Matters Resolved for Convocation (Guidance for the Exercise of Voting Rights)

1. The method of communication used to send and receive information on the proceedings of this Meeting of Shareholders shall be via the Internet.
2. In the event that your approval or disapproval of each proposal is not indicated on the voting form, it shall be considered as an indication of approval.
3. When voting rights are exercised via the internet more than once, the last vote shall be deemed effective.
4. When voting rights are exercised in duplicate, both in writing and via the Internet, the vote via the Internet shall be deemed effective.
5. If you exercised your voting rights in advance in writing or via the Internet and attend the Meeting of Shareholders online and exercise your voting rights in duplicate, the vote exercised at the Meeting of Shareholders will be deemed effective. If you do not exercise your voting rights at the Meeting of Shareholders, the details of your vote exercised in writing or via the Internet in advance will be deemed effective. If you do not exercise your voting rights in advance and attend the Fully Online Shareholders Meeting on the day of the meeting, but the Company is unable to confirm the result of your exercise of voting rights on the day of the meeting, your vote will be treated as an abstention.
6. If you wish to exercise your voting rights by proxy, one other shareholder with voting rights may attend the meeting as your proxy. However, please note that you will be required to submit a written document certifying your proxy's authority. Then, please attend the meeting after following the procedures described on page 4, " How to Attend and Exercise Voting Rights at the Fully Online Shareholders Meetings and How to Attend the Online Business Briefing Session."
   Submission deadline: Wednesday, June 21, 2023, 6:00 p.m. (must arrive by this date)
7. Summary of the contents of the policy regarding measures to prevent communication problems, and how shareholders who have problems using the Internet can attend the meeting Please refer to "How to Attend and Exercise Voting Rights at the Fully Online Shareholders

Meetings and How to Attend the Online Business Briefing Session" on pages 4 and below.

(Cautions and Requests)

・After the "Fully-Online Shareholders Meeting", the "Online Business Briefing Session" will be held on the day of the meeting, and you are cordially invited to attend the session. For details on how to attend the "Online Business Briefing Session," please refer to "How to Attend and Exercise Voting Rights at the Fully Online Shareholders Meetings and How to Attend the Online Business Briefing Session" on page 4.

(Notice)

・The following matters, among the documents to be provided in this Notice of Convocation, are posted on the Company's website (http://www.gala.jp/ir/shareholder/meeting.html) in accordance with laws and regulations and Article 18 of the Company's Articles of Incorporation.

1. "Systems to ensure the appropriateness of business operations and the status of operation of such systems" in the Business Report
2. "Consolidated Statement of Changes in Net Assets" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
3. "Statement of Changes in Net Assets" and "Notes to Non-Consolidated Financial Statements" in the non-consolidated financial statements.

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The above item (i) is included in the Business Report which was audited by the Corporate Auditors in the preparation of the Audit Report. The above items (ii) and (iii) are included in the Consolidated Financial Statements and the Non-Consolidated Financial Statements audited by the Accounting Auditor and the Corporate Auditors in the preparation of the Audit Report.

・If any revisions are made to the Reference Documents for the 30th Annual Meeting of Shareholders, the Business Report, the Consolidated Financial Statements, or the Non-Consolidated Financial Statements, they will be posted on the Company's website (http://www.gala.jp/ir/shareholder/meeting.html).

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How to Attend and Exercise Voting Rights at the Fully Online Shareholders Meetings and

How to Attend the Online Business Briefing Session

1. What is a Fully Online Shareholders Meeting?

A fully online shareholders meeting is a shareholders meeting in which directors, shareholders, and others "attend" the shareholders meeting (as prescribed by the Companies Act) through the Internet or other means, without holding a real shareholders meeting (a shareholders meeting held at a physical location).

This Meeting of Shareholders will be held as a fully online shareholders meeting, so shareholders who apply in advance to attend the meeting online and attend the meeting online on the day of the meeting can ask questions and exercise their voting rights while watching the live webcast.

*The fully online shareholders meeting corresponds to the "virtual-only shareholders meeting" in the "Implementation Guide for Hybrid Virtual Shareholders' Meetings (February 26, 2020)" by the Ministry of Economy, Trade and Industry.

2. How to Pre-Register for the Fully Online Shareholders Meeting

This Meeting of Shareholders will be held via Zoom video webinar. Shareholders who wish to attend the meeting are required to pre-register for the fully online meeting by following the instructions below:

1. Obtain a Zoom account.
2. Download the Zoom client or Zoom mobile app for the meeting.
3. Apply for the Online Shareholders Meeting by sending an e-mail with the required information and the attachment of a screen capture of the voting form to the e-mail address ([e-mail]) by 11:59 p.m., Wednesday, June 21, 2023.
4. Shareholders whose identities have been verified can apply for the Zoom video webinar via the URL that will be replied to the above application e-mail (application deadline: 3:00 p.m., Thursday, June 22, 2023.)

3. How to Attend the Fully Online Shareholders Meeting

After you have applied for the Zoom video webinar described in the above 2, "How to Pre-Register for the Fully Online Shareholders Meeting," you will receive an e-mail with the information you need to attend the online shareholders' meeting as soon as the webinar registration is confirmed by the Secretariat (including the URL, webinar ID, PW, etc. to access the meeting on the day of the meeting).

By clicking the access URL for the day, the Zoom client or Zoom mobile app will be launched and you will be asked to log in to the webinar (*).

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Logging in for the online shareholder meeting on the day of the meeting will be available from 9:30 a.m. From the time of admission until the start of the Meeting of Shareholders (10:00 a.m.), you will be placed on standby after admission, so please wait until the meeting starts.

1. If the Zoom client or Zoom mobile app does not start up, please enter your webinar ID and PW directly into the Zoom client or Zoom mobile app and log in.
   4. How to Attend the Online Business Briefing Session

After the "Fully-Online Meeting of Shareholders", the "Online Business Briefing Session" will be held on the day of the meeting, so please continue to attend the meeting. Shareholders who wish to attend the "Online Business Briefing Session" are requested to attend the "Online Meeting of Shareholders" online and the "Online Business Briefing Session" held after the "Online Meeting of Shareholders" by referring to " How to Attend the Fully Online Shareholders' Meeting" in the above 2.

5. Handling Questions

Shareholders who attend the meeting online may raise their hands and ask questions by using the "raise your hand" function of the Zoom video webinar when the Chairman announces that the meeting is open for questions, motions, and any other comments regarding the deliberation of the meeting.

Please note the following points:

・If a question does not relate to the agenda of the 30th Annual Meeting of Shareholders, answering a question requires detailed investigation, a question is duplicative, answering a question may infringe on the rights or interests of customers, employees, or others, or a question is abusive and clearly intended to interfere with the operation of the 30th Annual Meeting of Shareholders, we may not take up the question or refrain from answering it.

6. Exercise of Voting Rights

Shareholders attending the meeting online may exercise their voting rights through the voting function of the Zoom video webinar by following the Chairman's instructions.

7. Submit Motions

If shareholders attending the meeting online wish to submit motions, they will be asked to raise their hands by using the Zoom video webinar's "raise your hand" function when the Chairman announces that the meeting will be open for questions and any comments on the deliberations, including motions. The shareholder nominated by the Chairman may submit a motion.

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