INES : Notice of Convocation of the 61th Ordinary General Meeting of Shareholders

Disclaimer: This is a translation of the original notice of convocation in Japanese. In case of any discrepancy between the translation and the original Japanese, the Japanese version shall prevail.

Securities code: 9742

(Date of transmission)	June 1,	2023
(Commencement date of measures for electronic provision)	May 29,	2023

To Shareholders:

Koichi Yoshimura

President and Representative Director

INES Corporation

3-10-1, Harumi, Chuo-ku,

Tokyo Japan

Notice of Convocation of the 61st Ordinary General Meeting of Shareholders

We would like to thank all of you for your continued support of our company.

We hereby inform that the 61st Ordinary General Meeting of Shareholders of INES Corporation (the Company) will be held as stated below.

In convening this General Meeting of Shareholders, we have taken measures to electronically provide the information contained in the Ordinary General Meeting of Shareholders Reference Documents (matters to be provided electronically) and have posted them on the following two websites on the internet. Please access either of these websites to check the information.

The Company's Website

Page of Shareholders Meeting

https://www.ines.co.jp/ir/meeting.html

JPX Website

Listed Company Search

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

On the JPX website, please search by the issue name (company name) "INES" or the securities code "9742," and select "Basic information" and "Documents for public inspection/PR information" to check the details.

Shareholders are kindly requested to exercise their voting rights after reviewing the Ordinary General Meeting of Shareholders Reference Documents.

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Particulars

1. Date and Time: 10:00 a.m. on June 23 (Friday), 2023
2. Place: 5F Conference Center, BELLESALLE TOKYO NIHONBASHI Tokyo Nihonbashi Tower 2-7-1, Nihonbashi, Chuo-ku, Tokyo, Japan
3. Agenda:

Matters to be Reported:

Item 1: Report on the Business Report, Consolidated Financial Statements and the Audit Results on the Consolidated Financial Statements by the Accounting Auditors and the Board of Corporate Auditors for the 61st fiscal year (from April 1, 2022 to March 31, 2023)

Item 2: Report on the Non-Consolidated Financial Statements for the 61st fiscal year (from April 1, 2022 to March 31, 2023)

Matters to be Resolved:

Item 1: Appropriation of Retained Earnings

Item 2: Partial Amendment to the Articles of Incorporation

Item 3: Election of Eight (8) Corporate Directors (Excluding Corporate Directors who are Audit and Supervisory Committee Members)

Item 4: Election of Four (4) Corporate Directors who are Audit and Supervisory Committee Members

Item 5: Determination of the Amount of Compensation for Corporate Directors (Excluding Corporate Directors who are Audit and Supervisory Committee Members)

Item 6: Determination of the Amount of Compensation for Corporate Directors who are Audit and Supervisory Committee Members

Item 7: Determination of the Amount of Compensation for Granting Restricted Stock to Corporate Directors (Excluding Corporate Directors who are Audit and Supervisory Committee Members)

• The following matters, out of the matters to be provided electronically, are not included in the documents to be sent to a shareholder who applied for the issuance of documents in accordance with laws and regulations and Article 16 of the Company's Articles of Incorporation.
  [Business Report]
  Structure and status of implementation relating to the proper conduct of operations [Consolidated Financial Statements]
  Consolidated Statement of Changes in Shareholders' Equity Notes to the Consolidated Financial Statements
  [Financial Statements]
  Non-Consolidated Statement of Changes in Shareholders' Equity Notes to Non-Consolidated Financial Statements
• In the event that the electronically provided matters are revised, the details will be posted on the Company's website and the JPX website described above.
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5. Methods of Exercising Voting Rights

Voting rights in a general meeting of shareholders are important rights for all shareholders. Please exercise your voting rights after reviewing the "Ordinary General Meeting of Shareholders Reference Documents" provided below.

There are three methods for exercising your voting rights.

Please exercise your voting rights by one of the following methods.

Exercising Voting Rights via the Internet

Deadline for Exercising Voting Rights: Entry completion by 5:20 p.m. on June 22 (Thursday), 2023

Please visit the website for exercising voting rights from your internet environment (PC or smartphone) and enter your vote according to the instructions displayed on the screen by using the "login ID" and "temporary password" entered in the enclosed Voting Rights Exercise Form.

Website for exercising voting rights:

https://evote.tr.mufg.jp/

• Inquiries regarding the exercise of voting rights via the internet: Mitsubishi UFJ Trust and Banking Corporation, Corporate Agency

Division (Help Desk)

TEL: [phone] (toll free) Hours: 9:00 a.m. ~ 9:00 p.m.

Exercising Voting Rights by Mail in Writing

Deadline for Exercising Voting Rights: Mail arriving by 5:20 p.m. on June 22 (Thursday), 2023

Please indicate your approval or disapproval of each item on the agenda in the enclosed Voting Rights Exercise Form and return it by mail.

Any Voting Rights Exercise Form on which approval or disapproval of each item on the agenda has not been indicated shall be treated as an approval of the Company's proposals.

Exercising Voting Rights by Attending the Meeting in Person

Date of General Meeting of Shareholders: 10:00 a.m. on June 23 (Friday), 2023 (Start accepting: 9:30 a.m.)

Please submit the enclosed Voting Rights Exercise Form at the meeting reception desk.

In the case of attendance by proxy, the proxy is limited to one (1) shareholder of the Company who has voting rights. In this case, the proxy must submit, in addition to the Voting Rights Exercise Form, a mandate form or other documents to prove power of attorney.

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6. Matters concerning Exercising Voting Rights

1. Handling of Voting Rights Exercised in Duplicate
2. 1. If you have exercised your voting rights both via the internet and by mail in writing, only the contents of the vote made via the internet shall be deemed valid.
   2. If you exercise your voting rights multiple times via the internet, the last time that you exercise your voting rights shall be deemed valid.

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Ordinary General Meeting of Shareholders Reference Documents

Item 1: Appropriation of Retained Earnings

Positioning profit returns to shareholders as one of the most important policies of management, INES Corporation deems continuously implementing stable dividends as its basic policy and pays dividends after having comprehensively considered various factors, including its performance and the business environment.

In light of the above basic policy, for dividends at the end of the current fiscal year in which record-high profits have been achieved, the Company would like to further enhance profit returns to our shareholders and proposes as follows.

Fiscal year-end dividend matters

1. Type of dividends Cash dividends
2. Financial assets to be distributed as dividends and total dividend amount ¥25.00 per share of common stock
   ¥519,883,100 total dividend payment
3. Effective date of appropriation of retained earnings as cash dividends June 26, 2023

For the fiscal year, since we paid an interim dividend of ¥20.00 per share on December 5, 2022, the total annual dividend for the period under review amounted to ¥45.00 per share, an increase of ¥5 from the previous fiscal year.

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