Iwatani : Notice of The 78th 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 8, 2021

To Shareholders with Voting Rights:

Akiji Makino

Chairman and CEO

Iwatani Corporation

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

NOTICE OF

THE 78TH 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 78th 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 22, 2021, 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 23, 2021 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 78th Fiscal Year (April 1, 2020 - March 31, 2021)

2. Results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements for the Company's 78th Fiscal Year (April 1, 2020 - March 31, 2021)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of One Member of the Board

Proposal 3: Election of One Audit & Supervisory Board Member

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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 (http://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 78th 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 78th 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 (http://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 ¥75 per share as an ordinary dividend, the same amount as the previous fiscal year. The details are as follows.

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: ¥75
   Total dividends: ¥4,317,377,550
3. Effective date of dividend payment

June 24, 2021

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Proposal 2: Election of One Member of the Board

Member of the Board Mr. Yoshiharu Saita will resign from the office at the conclusion of this General Meeting of Shareholders. Accordingly, the Company requests the election of one Member of the Board.

The candidate is as follows:

Name		Past experience, positions, responsibilities	Number of
	shares of the
(Date of birth)		and significant concurrent positions
	Company held
	April 1970	Joined Kobe Steel, Ltd.
	April 1993	General Manager, Material Research Laboratory, Technical
		Development Group, Kobe Steel, Ltd.
	April 1995	General Manager, Research & Development Planning
		Department, Technical Development Group, Kobe Steel, Ltd.
	June 1996	Member of the Board, Kobe Steel, Ltd.
	June 1999	Managing Officer, Kobe Steel, Ltd.
	June 2000	Member of the Board, Managing Officer, Kobe Steel, Ltd.
Hiroshi Sato	June 2002	Member of the Board, Senior Managing Officer, Kobe Steel, Ltd.
June 2003	Senior Executive Director, Kobe Steel, Ltd.
(September 25, 1945)
April 2004	Representative Executive Vice President, Kobe Steel, Ltd.
	0
New appointment	April 2009	President, Kobe Steel, Ltd.
April 2013	Chairman, Kobe Steel, Ltd.
Outside
April 2016	Member of the Board, Senior Advisor to the Board, Kobe Steel,
Independent
	Ltd.
	June 2016	Senior Advisor to the Board, Kobe Steel, Ltd.
	June 2016	Outside Member of the Board, Sumitomo Electric Industries, Ltd.
		(current position)
	April 2018	Advisor, Kobe Steel, Ltd. (current position)
	June 2019	President, The Kobe International House Inc. (current position)
	[Significant concurrent positions]
	∙ Outside Member of the Board, Sumitomo Electric Industries, Ltd.
	∙ President, The Kobe International House Inc.

[Reason for nomination as a candidate for Outside Member of the Board and outline of expected roles]

Mr. Hiroshi Sato has engaged in the management of a corporation with a wide range of business domains including materials centering around iron and steel, machinery and energy, and has extensive experience and broad knowledge regarding corporate management as a whole. The Company therefore requests his appointment as an Outside Member of the Board of the Company. After he is elected, the Company seeks his advice on overall management, including management policies and strategies and internal control, as well as on business administration, such as affiliates management and plants management, in the expectation that he will contribute to the initiatives for the Company's sustainable growth and the enhancement of its corporate value over the medium to long term.

(Notes)

1. No special interests exist between the candidate for Member of the Board and the Company.
2. Mr. Hiroshi Sato is a candidate for Outside Member of the Board. The Company intends to report him as an Independent Officer to the Tokyo Stock Exchange.
3. In the event that the election of Mr. Hiroshi Sato is approved in accordance with this Proposal, the Company intends to enter into an agreement with him that limits the maximum amount of liability for damages set forth in Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum liability amount stipulated in Article 425, Paragraph 1 of the said Act.
4. The Company has entered into a directors and officers liability insurance contract which outlines the following contents. The candidate will be included as an insured under the said insurance contract. The contract is scheduled to be renewed in November 2021 pursuant to Article 430-3 of the Companies Act.
   
5. 1. Scope of the insured
      The insurance contract insures Members of the Board, Audit & Supervisory Board Members, Executive Officers and Accounting Auditors of the Company and subsidiaries of the Company (including those assumed office after the execution of the contract).
   2. Actual ratio of premiums paid by the insured
      The premiums are paid by the Company or subsidiaries of the Company. Therefore, the insured do not bear the
   3. • 4 -

premiums.

1. Outline of events insured against
   The insurance will cover damages that may arise due to the insured assuming liability for the execution of his or her duties (legal damages and litigation expenses).
2. Measures to ensure that the appropriateness of the duties of directors and officers is not impaired
   The insurance has an exemption clause, which stipulates to the effect that damages caused by the intent of the insured, illegal provision of private benefit, or criminal conducts are not covered.

5. It was revealed in October 2017 that Kobe Steel, Ltd., where Mr. Hiroshi Sato served as a Member of the Board until June 2016, and its group companies have been involved in the misconduct concerning the products and services provided by the group companies, such as the act of falsifying or fabricating inspection data for products falling short of public standards or customer specifications, and shipping or delivering those products to customers as if they conformed to the public standards or customer specifications. In connection with the fact, regarding some of those acts, that company was convicted of a breach of the Unfair Competition Prevention Act in March 2019.

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