Heiwa Real Estate : June 16, 2023Notice of Convocation Annual General Meeting 2023(781KB)

(Security Code 8803)

Year Ended March 31, 2023
NOTICE CONCERNING THE CONVOCATION OF
THE 103rd ORDINARY GENERAL SHAREHOLDERS' MEETING
Date of the Meeting: June 23, 2023 (Friday), 10:00 a.m.
(reception starts at 9:00 a.m.)
Place of the Meeting: KABUTO ONE 4F, HALL & CONFERENCE hall
7-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan
Table of Contents
NOTICE CONCERNING THE CONVOCATION OF THE 103rd ORDINARY GENERAL
SHAREHOLDERS' MEETING	1
REFERENCE DOCUMENTS FOR THE GENERAL SHAREHOLDERS' MEETING	7
BUSINESS REPORT	29
STOCK ACQUISITION RIGHTS	39
ESTABLISHMENT OF A CORPORATE STRUCTURE TO ENSURE THE PROPER
CONDUCT OF BUSINESS AND THE STATUS OF ITS OPERATIONS	54
BASIC POLICY WITH REGARD TO THE ROLE OF ANY PERSON CONTROLLING THE
DECISION OVER FINANCIAL AND BUSINESS POLICIES OF THE COMPANY	61
CONSOLIDATED BALANCE SHEET	65
CONSOLIDATED STATEMENT OF INCOME	67
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS	68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	69
NON-CONSOLIDATED BALANCE SHEET	85
NON-CONSOLIDATED STATEMENT OF INCOME	87
NON-CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS	88
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS	89
A COPY OF THE AUDIT REPORT OF THE INDEPENDENT AUDITOR
ON THE CONSOLIDATED FINANCIAL STATEMENTS	97
A COPY OF THE AUDIT REPORT OF THE INDEPENDENT AUDITOR

ON THE NON-CONSOLIDATED FINANCIAL STATEMENTS	100
A COPY OF THE AUDIT REPORT OF THE AUDIT COMMITTEE	103

Heiwa Real Estate Co., Ltd.

Security Code 8803 May 31, 2023

(Date of commencement of electronic provision measures: May 30, 2023)

To the Shareholders

of Heiwa Real Estate Co., Ltd.

Dear Shareholders:

NOTICE OF THE 103rd ORDINARY GENERAL SHAREHOLDERS' MEETING

We hereby inform you that the 103rd Ordinary General Shareholders' Meeting (the "Meeting") of Heiwa Real Estate Co., Ltd. (the "Company") will be held as specified in the attached notice.

In convening the Meeting, information contained in the Reference Documents for the General Shareholders' Meeting, etc. (matters to be provided electronically) has been posted on the following websites as the Company has taken electronic provision measures. Please access either of these websites to view the relevant information.

The Company's website: https://www.heiwa-net.co.jp/en/ir/stock/meeting.html

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

Please access the above TSE website (Listed Company Search), enter "Heiwa Real Estate" in the field of "Issue name" or "8803" in the field of "Code", click "Search", select "Basic information" and select "Documents for public inspection/PR information" to view relevant information .

-1-

If you are unable to attend the meeting, you may exercise your voting rights in writing or by electronic method (the Internet, etc.). We would appreciate your exercise of the voting rights by 5:00 p.m., Thursday, June 22, 2023.

Yours faithfully,

Kiyoyuki Tsuchimoto

Director, Representative Executive Officer,

President and CEO

Heiwa Real Estate Co., Ltd.

1-10, Nihonbashi Kabutocho,

Chuo-ku, Tokyo (103-8222)

Japan

Note: This document has been translated from the original Japanese for reference purposes only. In the event of any discrepancy between this translated document and the original Japanese, 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.

-2-

1. Date and Time of the Meeting:
2. Place of the Meeting:
3. Items on Meeting Agenda

Items to be reported:	1
	2

Items to be voted upon:

Agenda Item:

NOTICE

June 23, 2023 (Friday), 10:00 a.m. (reception starts at 9:00 a.m.)

KABUTO ONE 4F, HALL & CONFERENCE hall

7-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan

The Business Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements for the 103rd fiscal year from April 1, 2022 to March 31, 2023; and

Independent Auditor's Report of Consolidated Financial Statements and Audit Report of Consolidated Financial Statements by the Audit Committee for the 103rd fiscal year.

Election of Nine (9) Directors

• If any major changes occur in the operation of the Meeting due to future circumstances, they will be announced on the Company's website (https://www.heiwa- net.co.jp/en/ir/stock/meeting.html).

-3-