Iwatani : Notice of The 79th Annual General Meeting of Shareholders

Note: This document has been translated from a part of 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.

(Stock Exchange Code 8088)

June 7, 2022

To Shareholders with Voting Rights:

Akiji Makino

Chairman and CEO

Iwatani Corporation

6-4, Hommachi 3-chome,Chuo-ku, Osaka

NOTICE OF

THE 79TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

You are cordially notified of the 79th Annual General Meeting of Shareholders of Iwatani Corporation (the "Company"). The meeting will be held for the purposes as described below.

If exercising your voting rights in writing or via the Internet, please review the attached Reference Documents for the General Meeting of Shareholders (page 3), indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:15 p.m. on Tuesday, June 21, 2022, Japan time.

In light of the impact of the novel coronavirus disease (COVID-19), we would like to request you to refrain from attending the meeting if at all possible and exercise your voting rights in advance, regardless of your health conditions.

1. Date and Time: Wednesday, June 22, 2022 at 10:00 a.m. Japan time

2. Place:	Sakura Ballroom (5F), Hilton Osaka Hotel, 1-8-8, Umeda, Kita-kuOsaka-shi,
	Osaka, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and Non-

consolidated Financial Statements for the Company's 79th Fiscal Year (April 1, 2021-March 31, 2022)

2. Results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements for the Company's 79th Fiscal Year (April 1, 2021-March 31, 2022)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of Twelve Members of the Board

Proposal 4: Election of One Audit & Supervisory Board Member

Proposal 5: Revision to the Amount of Compensation for Outside Members of the Board

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When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. The Matters Concerning Corporate Structure and Policies of the Business Report, the Consolidated

Statements of Changes in Net Assets and Notes to Consolidated Financial Statements of the Consolidated Financial Statements, and the Non-consolidated Statements of Changes in Net Assets and Notes to Non- consolidated Financial Statements of the Non-consolidated Financial Statements have been posted on the Company's website (https://www.iwatani.co.jp/) based on laws and regulations and Article 16 of the Company's Articles of Incorporation and have not been included in the documents attached to the Notice of the 79th Annual General Meeting of Shareholders.

The Business Report, the Consolidated Financial Statements and Non-consolidated Financial Statements that the Accounting Auditor and the Audit & Supervisory Board Members audited include each of the above- mentioned documents posted on the Company's website, as well as the documents attached to the Notice of the 79th Annual General Meeting of Shareholders.

Should the Reference Documents, the Business Report, Non-consolidated Financial Statements, and Consolidated Financial Statements for the General Meeting of Shareholders require revisions, the revised versions will be posted on the Company's website (https://www.iwatani.co.jp/).

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

Concerning the distribution of profits, the Company conducts appropriate return of profits in consideration of factors such as business results and the management environment.

Under such a policy, upon consideration of factors such as the condition of business results, the Company proposes a year-end dividend for the fiscal year under review of ¥85 per share, an increase of ¥10 per share from the previous year-end dividend.

Matters concerning the year-end dividend

1. Type of dividend assets Cash
2. Allocation of dividend assets to shareholders and total amount of dividends Amount per share of common stock: ¥85
   Total dividends: ¥ 4,893,566,110
3. Effective date of dividend payment

June 23, 2022

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.

1. The proposed Article 16, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically.
2. The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
3. The provisions related to the internet disclosure and deemed provision of the reference documents for the general meeting of shareholders, etc. (Article 16 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
4. In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.

2. Details of amendments

The details of the amendments are as follows.

	(Amended parts are underlined.)
Current Articles of Incorporation	Proposed Amendments
(Internet Disclosure and Deemed Provision of
Reference Documents for the General Meeting of
Shareholders, Etc.)
Article 16 The Company may, when convening a
general meeting of shareholders, deem
that it has provided information to
shareholders pertaining to matters to be
described or indicated in the reference
documents for the general meeting of
shareholders, business report, non-
consolidated financial statements, and
consolidated financial statements, by
disclosing such information through the
internet in accordance with the
provisions provided in the Ordinance of
the Ministry of Justice.
	(Measures for Electronic Provision, Etc.)
	Article 16 The Company shall, when convening a
	general meeting of shareholders,
	provide information contained in the
	reference documents for the general
	meeting of shareholders, etc.
	electronically.
	2. Among the matters to be provided
	electronically, the Company may
	choose not to include all or part of the
	matters stipulated in the Ordinance of
	the Ministry of Justice in the paper
	copy to be sent to shareholders who
	have requested it by the record date for
	voting rights.

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	(Supplementary provisions)
	1. The deletion of Article 16 Internet Disclosure and
	Deemed Provision of Reference Documents for
	the General Meeting of Shareholders, Etc.) of the
	current Articles of Incorporation and the
	establishment of the proposed Article 16
	(Measures for Electronic Provision, Etc.) shall
	come into effect on the date of enforcement of the
	amended provisions stipulated in the proviso of
	Article 1 of the supplementary provisions of the
	Act Partially Amending the Companies Act (Act
	No. 70 of 2019) (the "Effective Date").
	2. Notwithstanding the provisions of the preceding
	paragraph, Article 16 of the current Articles of
	Incorporation shall remain in force with respect to
	a general meeting of shareholders to be held on a
	date within six months from the Effective Date.
	3. These supplementary provisions shall be deleted
	after the lapse of six months from the Effective
	Date or the lapse of three months from the date of
	the general meeting of shareholders set forth in
	the preceding paragraph, whichever is later.

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