Okada Aiyon : Notice of the 64rd 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.

Securities Code: 6294

June 2, 2023

To Our Shareholders:

Yuji Okada,

President and Representative Director

Okada Aiyon Corporation

4-1-18 Kaigandori, Minato-ku, Osaka

Notice of the 64th Annual General Meeting of Shareholders

You are hereby notified that the 64th Annual General Meeting of Shareholders of Okada Aiyon Corporation (the "Company") will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. in electronic format (items for which measures for provision in electronic format will be taken), and has posted the information on each of the following websites. Please access any of the websites to view the information.

The Company's website: https://www.okada-aiyon.com/

(Please access the Company's website by using the internet address shown above, to select "Investor Relations" and "IR news" from Menu to review the information.)

Website for posted informational materials for the general meeting of shareholders (Sumitomo Mitsui Trust Bank's The Portal of Shareholders' Meeting ®):

https://www.soukai-portal.net (in Japanese)

(Please read QR code on the enclosed Voting Rights Exercise Form or access the website by using the internet address shown above and enter ID and the initial password.)

Tokyo Stock Exchange's website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(Please access the TSE website by using the internet address shown above, enter "Okada Aiyon" in "Issue name (company name)" or the Company's securities code "6294" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].")

If you are unable to attend the meeting, you can exercise your voting rights via the Internet, etc. or by in writing (by mail). Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. (JST) on Thursday, June 22, 2023.

[Exercising Voting Rights via the Internet, etc.]

Please scan the QR code on the enclosed Voting Rights Exercise Form with your smartphone, etc., and follow the on-screen instructions to indicate your vote for or against the proposals, or access the website designated by the Company, The Portal of Shareholders' Meeting® (https://www.soukai-portal.net) (in Japanese), and enter the "The Portal of Shareholders' Meeting ® login ID" and "password" shown on the Voting Rights Exercise Form that is sent together with this Notice. Please open the screen for exercising voting rights from the "To Exercise Voting Rights" at the top of The Portal of Shareholders' Meeting ®, and follow the instructions on the screen to indicate your vote for or against the proposals by the deadline for the exercise specified above.

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You may also access the website for exercising voting rights (https://www.web54.net) (in Japanese) and enter a "voting rights exercise code" and "password" shown on the Voting Rights Exercise Form to exercise your voting rights.

When exercising your voting rights via the Internet, etc. please refer to the "Guide to The Portal of Shareholders' Meeting ®" below (available in the Japanese original only).

[Exercising Voting Rights in Writing (By Mail)]

Please indicate your vote for or against the proposals on the Voting Rights Exercise Form and return it so that it arrives by the deadline for the exercise stated above.

1. Date and Time: Friday, June 23, 2023 at 10:00 a.m. (JST)
2. Venue: Art Grand Ballroom, 4th Floor, Art Hotel Osaka Bay Tower 1-2-1 Benten, Minato-ku, Osaka
3. Purposes
   Items to be reported:
4. 1. Details of Business Report and Consolidated Financial Statements for the 64th Term (April 1, 2022 to March 31, 2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
   2. Details of Non-consolidated Financial Statements for the 64th Term (April 1, 2022 to March 31, 2023)

   Items to be resolved:

   Proposal No. 1 Appropriation of Surplus

   Proposal No. 2 Election of Seven Directors

   Proposal No. 3 Election of Three Audit & Supervisory Board Members

5. Decisions in Convening the Meeting (Guide to Exercising Voting Rights, etc.)
6. 1. A Voting Rights Exercise Form returned by mail without indicating approval or disapproval for a particular proposal will be counted as a vote for approval of the proposal.
   2. If you exercise voting rights via the Internet, etc. more than once, your last vote shall be deemed valid.
   3. When voting rights are exercised both via the Internet, etc. and in writing (by mail), the vote via the Internet, etc. shall be deemed valid, regardless of when they arrive.
   4. If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding voting rights at the meeting. However, please note that a document verifying the proxy right of the person representing you must be submitted.

• When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. Reception is scheduled to open at 9 a.m. (JST) on the day of the meeting.
• If any revisions are made to the items for which measures for provision in electronic format will be taken, a notice of the revisions and the details of those items before and after the revisions will be posted on each of the aforementioned websites.
• For this General Meeting of Shareholders, paper-based documents stating the items for which measures for provision in electronic format will be taken will be sent regardless of whether or not the delivery of paper-based documents has been requested, however those documents do not include the following items pursuant to laws and regulations and the provisions of Article 16, paragraph (2) of the Company's Articles of Incorporation.
• 1. Notes to Consolidated Financial Statements
  2. Notes to Non-consolidated Financial Statements

These items are included in the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members and the Accounting Auditor in the preparation of the Audit Report.

• We will not give out souvenirs to shareholders who attend the meeting. We ask for your understanding in this matter.
• We are taking the following infection-prevention measures for COVID-19 and ask for your understanding and cooperation.

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(Measures to be taken by the Company)

• Speakers and administrative staff of the general meeting of shareholders may wear face masks.
• Alcohol disinfectants will be provided near the venue entrance.
• The general meeting of shareholders will proceed smoothly.
• Beverages will not be provided from the perspective of preventing infection.

(Requests to shareholders)

• Shareholders attending the meeting may be asked for their cooperation in wearing face masks, etc.
• Please note that shareholders attending the meeting who appear unwell may be talked to by administrative staff.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1 Appropriation of Surplus

Taking into account the business performance of the fiscal year and future business development, the Company proposes to appropriate surplus as follows:

Year-end dividends

1. Type of dividend property To be paid in cash.
2. Allotment of dividend property and aggregate amount thereof
   The Company proposes to pay a dividend of ¥38 per common share of the Company. In this event, the total dividends will be ¥304,902,614.
3. Effective date of dividends of surplus
   The effective date of dividends will be June 26, 2023.

(While the Company has an interim dividend system, it currently pays only year-end dividends.)

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Proposal No. 2 Election of Seven Directors

The terms of office of all (eight) Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, the Company proposes the election of seven Directors.

The candidates for Director are as follows:

Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned
		Nov. 1996	Joined the Company
		July 2011	Manager of Corporate Planning Office
		Apr. 2012	General Manager of Chubu Sales Office
		June 2013	Director and General Manager of Chubu Sales
			Office
		June 2015	Director and Deputy General Manager of
	Yuji Okada		Marketing Department	88,250
	June 2016	Director and General Manager of Marketing
	(June 30, 1974)
		Department
1		July 2018	Managing Director and General Manager of
		Marketing Department
		Apr. 2019	President and Representative Director and
			General Manager of Marketing Department
		Apr. 2022	President and Representative Director (current
			position)
	(Reasons for nomination as candidate for Director)
	Capitalizing on experience in sales and store management in Japan and work experience abroad as well as experience
	and capabilities as General Manager of Marketing Department, he has been serving as Representative Director since
	April 2019 to manage the Company's business. Accordingly, the Company has judged that he will be able to continue
	increasing the corporate value of the Company, and therefore nominates him as a candidate for reelection as Director.
		Apr. 1984	Joined The Sumitomo Bank, Limited (now
			Sumitomo Mitsui Banking Corporation)
		Oct. 2005	General Manager of Hamamatsu Corporate
			Business Office
		Apr. 2008	General Manager of Fukaebashi Corporate
			Business Office
		Apr. 2011	General Manager of Kyoto Corporate Business
			Office-2
		May 2014	Seconded to the Company, Deputy General
			Manager of Administration Department
	Nobuo Maenishi	May 2015	Deputy General Manager of Administration	10,000
	(June 1, 1961)		Department
2		June 2015	Director and General Manager of
		Administration Department
		July 2018	Managing Director and General Manager of
			Administration Department
		Apr. 2019	Managing Director, General Manager of
			Administration Department and General
			Manager of Corporate Planning Office
		Apr. 2022	Managing Director in charge of administration
			department and General Manager of Corporate
			Planning Office (current position)
	(Reasons for nomination as candidate for Director)
	He has performed his duties as a person responsible for the entire administration department since joining the Company,
	excels in corporate planning, and has broad discernment, in addition to abundant experience and achievements
	appropriate for the Company's Director.

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