Hanwa : Notice of Resolutions of the 76th Ordinary General Shareholders Meeting

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 damages arising from the translation.

(Securities Code 8078)

June 23, 2023

To Our Shareholders:

Yoichi Nakagawa

Representative Director and President

Hanwa Co., Ltd.

4-3-9Fushimi-machi,

Chuo-ku, Osaka, Japan

NOTICE OF RESOLUTIONS OF

THE 76TH ORDINARY GENERAL SHAREHOLDERS MEETING

We are pleased to announce that the matters outlined below were reported and resolved at the 76th Ordinary General Shareholders Meeting of Hanwa Co., Ltd. (the "Company") held on June 23, 2023.

Matters reported: 1. The Business Report, Consolidated Financial Statements for the Company's 76th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements

2. Non-Consolidated Financial Statements for the Company's 76th Fiscal Year (April 1, 2022 - March 31, 2023)

The particulars of the above 1 and 2 were reported.

Proposals resolved:

Proposal No. 1: Appropriation of Surplus

The proposal was approved and adopted as proposed.

The year-end dividend was decided to be ¥80 per share. The annual dividend for the current fiscal year is ¥130 per share, together with an interim dividend of ¥50 per share.

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

The proposal was approved and adopted as proposed.

Yasumichi Kato, Yoichi Nakagawa, Hidemi Nagashima, Yasuharu Kurata, Yasushi Hatanaka, Yoichi Sasayama, Ryuji Hori, Tatsuya Tejima, Kamezo Nakai, Reiko Furukawa, Keiji Matsubara and Hisashi Honda were elected as Directors and assumed their respective offices.

Ryuji Hori, Tatsuya Tejima, Kamezo Nakai and Reiko Furukawa are Outside Directors.

Proposal No. 3: Election of Two (2) Corporate Auditors

The proposal was approved and adopted as proposed.

Yoshimasa Ikeda and Katsunori Okubo were elected as Corporate Auditors and assumed their respective offices.

Katsunori Okubo is an Outside Corporate Auditor.

Proposal No. 4: Determination of Remuneration for Granting Restricted Stock to Executive Directors

The proposal was approved and adopted as proposed.

It was determined that remuneration for granting restricted stock be newly provided to Executive Directors within the amount of 150 million yen per year, and the total number of shares of common stock of the Company to be issued or disposed shall not exceed 50,000 shares per year.

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Proposal No. 5: Revisions to Remuneration for Corporate Auditors The proposal was approved and adopted as proposed.

The amount of remuneration for Corporate Auditors was revised to be within 120 million yen per year.

Notice

The new Directors and Corporate Auditors after the conclusion of the Ordinary General Shareholders Meeting are as follows:

	Representative Director and Chairman		Yasumichi Kato
	Representative Director and President		Yoichi Nakagawa
	Director and Senior Managing Executive Officer	Hidemi Nagashima
	Director and Senior Managing Executive Officer	Yasuharu Kurata
	Director and Senior Managing Executive Officer	Yasushi Hatanaka
	Director and Senior Managing Executive Officer	Yoichi Sasayama
	Director	(*1)	Ryuji Hori
	Director	(*1)	Tatsuya Tejima
	Director	(*1)	Kamezo Nakai
	Director	(*1)	Reiko Furukawa
	Director and Managing Executive Officer	Keiji Matsubara
	Director and Executive Officer		Hisashi Honda
	Corporate Auditor (Full-time)		Hideo Kawanishi
	Corporate Auditor (Full-time)		Yoshimasa Ikeda
	Corporate Auditor	(*2)	Yasuo Naide
	Corporate Auditor	(*2)	Katsunori Okubo
	Corporate Auditor	(*2)	Hideyuki Takahashi
(*1)	Outside Director
(*2)	Outside Corporate Auditor

Payment of Year-end Dividend

The year-end dividend for the Company's 76th Fiscal Year will be paid out during the payment period, at your

nearby branch and local office of Japan Post Bank Co., Ltd. located throughout Japan and post office (bank

agent), in accordance with the enclosed "Dividend Payment Certificate." If you have already designated a

specific account to which we should transfer the dividend, please refer to the enclosed "Dividend Statement"

and "Information concerning Accounts Used for the Direct Deposit of Dividends." With regard to the account

to receive dividends, if you have selected the method of allocation in proportion to the number of shares held,

please contact your account management institution (such as a securities company).

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