Goldwin : Notice of the 71st Annual General 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.

Securities Code 8111

June 8, 2022

To Our Shareholders

Takao Watanabe, President and Representative Director

GOLDWIN INC.

210 Kiyosawa, Oyabe City, Toyama Prefecture

Notice of the 71st Annual General Meeting of Shareholders

Notice is hereby given that the 71st Annual General Meeting of Shareholders of the Company will be held as follows.

In lieu of attending the meeting in person, you may exercise your voting rights in writing or via the Internet, etc. Please review the attached Reference Document for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. (JST) on Wednesday, June 22, 2022.

When exercising your voting rights via the Internet, etc., please refer to the "Information About Exercising Your Voting Rights" on page 2.

1. Date and time Thursday, June 23, 2022 at 10:00 a.m. (JST)

2. Venue	5th floor hall of the Company's Head Office
	210 Kiyosawa, Oyabe City, Toyama Prefecture

3. Purpose

Matters to be reported

1. Business Report and Consolidated Financial Statements, and the Audit Results of the Financial Auditor and the Board of Auditors on the Consolidated Financial Statements for the 71st fiscal year (from April 1, 2021 to March 31, 2022)
2. Report on the Non-consolidated Financial Statements for the 71st fiscal year (from April 1, 2021 to March 31, 2022)

Matters to be resolved
Proposal 1	Partial Amendment to the Articles of Incorporation
Proposal 2	Election of Ten Directors
Proposal 3	Election of One Auditor

4. Matters concerning the documents attached to the Notice of Convocation and the Reference Documents for the General Meeting of Shareholders

1. Of the documents to be attached to this Notice of Convocation, the following items are not included in this attachment as they are posted on the Company's website in accordance with laws and regulations and Article 15 of the Company's Articles of Incorporation.
2. 1. Notes to Consolidated Financial Statements
   2. Notes to Non-consolidated Financial Statements

The Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Auditors and the Financial Auditor are the Notes to the Consolidated Financial Statements and the Notes to the Non-consolidated Financial Statements, which are posted on the Company's website, in addition to each of the documents listed in the attachment to the Notice of the General Meeting of Shareholders.

• 1. In the event of any revision to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements, the Company will post such revision on the Company's website.
     The Company's website: https://www.goldwin.co.jp/
• If you plan to attend the meeting, please submit the enclosed voting form to the receptionist at the meeting.
• • 1 -

Information About Exercising Your Voting Rights

Exercise of voting rights at the Company's General Meeting of Shareholders is shareholders' important right.

Please exercise your voting rights after reviewing the attached Reference Documents for the General Meeting of Shareholders.

There are three methods to exercise your voting rights as indicated below.

How to exercise your voting rights via attending the General Meeting of Shareholders:

When attending the meeting in person, please hand in the enclosed voting form at the reception desk at the meeting venue.

Date and time of the Annual General Meeting of Shareholders:

Thursday, June 23, 2022 at 10:00 a.m. (JST)

How to exercise your voting rights in writing (via postal mail):

Please indicate, on the enclosed voting form, your approval or disapproval of each proposal and return the completed form.

Deadline for exercise of voting rights in writing (via postal mail)

The Company must receive the completed voting form by Wednesday, June 22, 2022, at 5:30 p.m. (JST).

How to exercise your voting rights via the Internet, etc.:

Please indicate whether you approve or disapprove of each proposal following the instructions on the next page.

Deadline for exercise of voting rights via the Internet, etc.

All data entry to be completed no later than 5:30 p.m., Wednesday, June 22, 2022.

How to Fill Out Your Voting Form

Please indicate whether you approve or disapprove of proposals.

Proposals 1 and 3
To mark your approval	→ Circle the box marked 賛 "Approve."
To mark your disapproval	→ Circle the box marked 否 "Disapprove."
Proposal 2
To mark your approval for all candidates	→ Circle the box marked 賛 "Approve."
To mark your disapproval for all candidates	→ Circle the box marked	否 "Disapprove."
To mark your disapproval for certain candidates	→ Circle the box marked	賛 "Approve" and write the number
	of the candidate(s) you wish to disapprove.

Please note that your online vote will prevail should you exercise your voting rights both in writing (by post) and via the Internet, etc. If you exercise your voting rights more than once via the Internet, etc., only the last vote shall be deemed effective.

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Exercise of Voting Rights via the Internet, etc.

Method 1: Scanning the QR Code "Smart Vote"

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

1. Please scan the QR Code located on the bottom right of the voting form. * "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.
2. Please follow the directions that appear on the screen to input approval or disapproval to each proposal.

Note that your voting rights can be exercised only once by using the "Smart Vote" method.

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 code and password printed on the voting form, and exercise your voting rights again.

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

Method 2: Entering the voting code and password

The website for the exercise of voting rights: https://soukai.mizuho-tb.co.jp/

1. Please access the website for exercise of voting rights. Click "Proceed to the next"
2. Please enter the voting code given on the voting form. Enter the voting code
   Click "Next"
3. Please enter the password given on the voting form. Enter the initial password
   Enter the new password that you will actually use Click "Register"
4. Please follow the directions that appear on the screen to input approval or disapproval to each proposal.

In case you need instructions for how to	Internet Help Dial, Stock Transfer Agency, Mizuho Trust &
operate your personal computer, smartphone	Banking Co., Ltd.
or mobile phone in order to exercise your	0120-768-524
voting rights via the Internet, please contact:	(9:00 a.m. to 9:00 p.m. on weekdays) (JST)

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

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Reference Documents for the General Meeting of Shareholders

Proposal 1

Partial Amendment to the Articles of Incorporation

1. Reasons for the proposal
2. 1. The Company proposes to add a business purpose to Article 2 (Purpose) of the Company's current Articles of Incorporation in order to clarify the business content in line with the current status of the Company's business, and to respond to future business development and diversification of business content.
   2. The revised provision stipulated in the proviso of Article 1 of the Supplementary Provision of the "Law Partially Amending the Companies Act" (Law No. 70 of 2019) will come into effect on September 1, 2022, and the electronic provision system of the materials for the General Meeting of Shareholders will be introduced. Accordingly, Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for General Meeting of Shareholders, etc.) of the Company's current Articles of Incorporation is hereby amended as follows.
   3. 1. Paragraph 1 of Article 15 (Electronic Provision of Information, etc.) of the Proposed Amendment shall be newly established, as the Articles of Incorporation will be required to stipulate that the Company shall take measures for electronic provision of information that is the content of reference documents, etc. for the General Meeting of Shareholders.
      2. Paragraph 2 of Article 15 (Electronic Provision of Information, etc.) of the Proposed Amendment shall be newly established to allow the scope of matters to be included in the document to be delivered to shareholders who have requested delivery of the document to be limited to the scope specified by the applicable Ordinance of the Ministry of Justice, among the matters for which electronic provision of information that is the content of reference documents for the General Meeting of Shareholders, etc. is to be taken.
      3. The Company proposes to delete Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for General Meeting of Shareholders, etc.) of the current Articles of Incorporation as it will become unnecessary once the system of electronic provision of materials for the General Meeting of Shareholders is introduced.
      4. Supplementary provisions regarding the effect of the provisions to be newly established and deleted above are hereby established. The Supplementary Provisions shall be deleted after the expiration of the date hereof.
3. Details of the amendments
   The details of the amendments are as follows.

					(Underlines indicate amendments.)
		Current Articles of Incorporation			Proposed amendments
		Chapter I			Chapter I
		General rules			General rules
Article 2 (Purpose)	Article 2 (Purpose)
The purpose of the Company shall be to engage in the following			(Unchanged)
businesses.
(1)	- (5)	(Omitted)	(1) - (5)	(Unchanged)
		(Newly established)	(6)	Dealing in secondhand articles under the Secondhand
				Articles Business Act
		(Newly established)	(7)	Manufacture and sale of food products, beverages, etc.
(6)		(Omitted)	(8)		(Unchanged)
(7)	Establishment, operation, and leasing of sports and	(9)	Establishment, operation, and leasing of lodging,sports,
	leisure facilities		and leisure facilities
(8)	- (10)	(Omitted)	(10)- (12)	(Unchanged)
		(Newly established)	(13) Planning and operation of movies, concerts, plays,
				sporting events, etc., and ticket sales
(11)- (23)	(Omitted)	(14)- (26)	(Unchanged)

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Current Articles of Incorporation		Proposed amendments
Chapter III		Chapter III
General Meeting of Shareholders		General Meeting of Shareholders
Article 15(Internet Disclosure and Deemed Provision of		(Deleted)
Reference Documents for the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting of
shareholders, if it discloses information that is to be stated or
presented in the reference documents for the general meeting of
shareholders, business report, financial statements and
consolidated financial statements through the internet in
accordance with the provisions prescribed by the Ministry of
Justice Order, it may be deemed that the Company has provided
this information to shareholders.
(Newly established)	Article 15 (Measures, etc. for Providing Information in
		Electronic Format)
	(i) When the Company convenes a general meeting of
		shareholders, it shall take measures for providing
		information that constitutes the content of reference
		documents for the general meeting of shareholders, etc.
		in electronic format.
	(ii) Among items for which the measures for providing
		information in electronic format will be taken, the
		Company may exclude all or some of those items
		designated by the Ministry of Justice Order from
		statements in the paper-based documents to be delivered
		to shareholders who requested the delivery of paper-
		based documents by the record date of voting rights.
(Newly established)		(Supplementary Provisions)
	Article 1 (Transitional Measures for Providing Informational
		Materials for the General Meeting of Shareholders in
		Electronic Format)
	(i)	The deletion of Article 15 (Internet Disclosure and
		Deemed Provision of Reference Documents for General
		Meeting of Shareholders, etc.) of the Articles of
		Incorporation before amendment and the establishment
		of Article 15 (Electronic Provision Measures, etc.) after
		amendment shall take effect on September 1, 2022.
	(ii) Notwithstanding the provision of the preceding
		paragraph, Article 15 of the pre-amended Articles of
		Incorporation shall remain effective regarding any
		general meeting of shareholders held on a date within
		six months from September 1, 2022.
	(iii) These Supplementary Provisions shall be deleted on the
		date when six months have elapsed from September 1,
		2022 or three months have elapsed from the date of the
		general meeting of shareholders in the preceding
		paragraph, whichever is later.

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