ARE : Convocation Notice of the 15th General Shareholders Meeting

Note: This document has been translated from the Japanese original only for reference purposes. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for any direct, indirect or consequential damage arising from this translation.

ARE Holdings, Inc.

(Stock code: 5857)

Notice of the 15th Annual General Meeting of Shareholders

Date and time:

10:30 a.m. on Tuesday, June 18, 2024 Reception opens at 10:00 a.m.

Venue:

KOBE PORTOPIA HOTEL

10-1, Minatojima Nakamachi 6-chome,Chuo-ku,Kobe-shi"Kairaku-no-ma," basement floor, Main Building

Proposals:

Proposal: Election of One (1) Director (Excluding Director Serving as the Audit and Supervisory Committee Member)

Please exercise your voting rights:

Voting rights at the General Meeting of Shareholders are an important right of shareholders. Please make sure to exercise your voting rights. Please see pages 7 to 9 for details.

• If you are attending the General Meeting of Shareholders:
  Please submit the Voting Right Exercise Form at the reception desk upon arrival.
• If you are unable to attend the General Meeting of Shareholders: Please exercise your voting rights in writing or via the Internet, etc.

Documents must arrive before 5:30 p.m. on Monday, June 17, 2024.

Cover

Message from the CEO

To Shareholders

Tomoya Higashiura,

Representative Director and President

I would like to express our cordial appreciation for your continuous support and loyal patronage.

I would also like to take the opportunity of sending this Notice of the 15th Annual General Meeting of Shareholders to offer a short greeting.

On March 15, 2024, the bill for the "Act concerning the Advancement of Recycling Businesses, etc. to Promote Resource Circulation" was approved in the Cabinet meeting. Considering that recycling of useful resources is effective for not only decarbonization but also resolution of social issues such as economic security and regional revitalization, the bill requires business operators engaged in resource circulation to increase their competitiveness. The Company has strived to renew its resolution to keep moving forward by taking a serious approach to accepting and incorporating the needs of the modern era.

The volume of gold recycled by the Precious Metals Recycling Business of the Company doubled in the past three years, and the business produced 30 tons of recycled gold in the previous fiscal year. If our Bando Plant that produces recycled gold were to be considered as a gold mine, its production scale would far exceed that of the largest gold mine in Japan and rank as the top fifth gold mine around the world. While the efforts of our sales and plant personnel were an essential element of this achievement, in the background, there was the fact that the price of gold produced from our recycling activities grew higher than that of gold produced from mines. We find it groundbreaking that the price of recycled products exceeded that of products made of natural materials. This was achieved by our mechanism that maintains the current state of the natural environment, prevents resource depletion, emits little carbon dioxide, and thus is compatible with circular economy and carbon neutrality. It could be said that the value for creating a new civilization has been discovered in recycling production. Such activities and achievements are what we pursue for the next generation in all business domains on a global basis.

In the Environmental Preservation Business, during the fiscal year under review, a share exchange was conducted between Japan Waste Corporation, which was a consolidated subsidiary of the Company, and Renatus Co., Ltd., whereby Renatus became the wholly owning parent company, and Japan Waste became the wholly owned subsidiary company, resulting in the Japan Waste business being classified as discontinued operations for the fiscal year under review and the previous fiscal year. I expect that Japan Waste Corporation's nationwide network, which has been developed by the Company, will increase the competitiveness of Renatus Co., Ltd. From the fiscal year ending March 31, 2025, Renatus Co., Ltd. will be an equity method affiliate of the Company and its share of profit (loss) of investments accounted for using equity method will be reported as part of operating profit (loss).

Revenue and operating profit in the 15th fiscal term were 322.2 billion yen and 12.3 billion yen respectively, with year-end dividend decided to be 45 yen per share. In order to pursue realization of shareholder value and resolution of social issues in the future at the same time, we drew our strategic scenarios for 2030 in the "Mid to Long Term Plan & Aspiration" released on April 26. We will work toward implementation of the plan and its aspiration. I hope that our shareholders will continue to give us their support.

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Message from the CEO

Contents
 Notice of the 15th Annual General Meeting of Shareholders	...........................................................5
 Reference Documents for General Meeting of Shareholders	10
Proposal: Election of One (1) Director (Excluding Director Serving as the Audit and Supervisory
Committee Member)
 Business Report	14
 Consolidated Financial Statements	38
 Non-consolidated Financial Statements	42
 Audit Reports	45
 TOPICS	53

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Contents

ASAHI WAY

Our Purpose: "Totally Committed to Protecting the Natural Environment and Preserving Resources"

Our Credo

We conserve limited natural resources, preserve the global environment, and contribute to the realization of a sustainable world.

Our Corporate Values

• Cooperation with stakeholders
  We constantly seek to earn even greater trust from shareholders, customers, business partners, employees, and local communities as we work to preserve the natural environment.
• Corporate governance with a balance of protective and proactive measures
  We boldly promote growth strategies and business reform while securing transparency in decision- making and properly managing risk.
• No growth without profit
  We realize long-term improvement of shareholder value by ensuring the entire group grows and is profitable.
• Trusted corporate brand
  We aim to be widely recognized as an exemplary corporate group and to build a brand that will be trusted over many years.
• Addressing diverse risks
  We strive to minimize risks and avert disasters by taking daily safety measures in workplaces and by constantly working to prevent accidents.
• Highly motivated employees
  We promote work-life balance for employees and continuously improve working environments and conditions.
• Strong sense of mission and high ethical standards
  We strive to be an organization where employees take pride in their own work and executives maintain a strong sense of mission and high ethical standards.
• Being a company of good people
  We value good employees over the long-term; our vision of a "good employee" is a person who is not self-centered and who contributes to mutual prosperity and the development of the business.

Our Employee Principles

• Innovate and embrace challenges
• Put safety first
• Maintain high quality
• Promptly report (especially bad news)
• Build trust and connection

3

Group Philosophy

The ARE Holdings Group Code of Conduct

1. We comply with all laws and regulations
2. We respect the dictates of social norms and our own conscience
3. We treat everyone equally, regardless of age, gender, nationality, race, religion, or other characteristics
4. We refrain from conducting any political or religious activities in the workplace
5. We treat customers with sincerity
6. We practice fair competition and optimal decision-making when selecting business partners
7. We respect the confidential information obtained through our work and avoid disclosing it externally
8. We refrain from providing or receiving meals or gifts in pursuit of personal benefit
9. We act for the greater good, not for personal or affiliated parties' gain
10. We focus on the actual sites, actual things, and actual facts

4

Group Philosophy

Dear Shareholders:	(Stock code: 5857)
	June 3, 2024
	4-17Kano-cho4-chome,Chuo-ku,Kobe-shi, Japan
	ARE Holdings, Inc.
	Tomoya Higashiura,
	Representative Director and President

Notice of the 15th Annual General Meeting of Shareholders

This is to inform you that the 15th Annual General Meeting of Shareholders of ARE Holdings, Inc. (hereinafter the "Company") will be held at the following time and place.

In convening this General Meeting of Shareholders, the Company provides information contained in the Reference Documents for General Meeting of Shareholders, etc., (matters to be provided electronically) electronically and such matters are posted on the websites below. Please access either of them for confirmation.

[The Company's website] https://www.asahiholdings.com/ir/library/document/ (Japanese only) [The website for the General Meeting of Shareholders Materials] https://d.sokai.jp/5857/teiji/ (Japanese only)

Instead of attending the meeting in person, you are entitled to exercise your voting rights via the Internet or in writing. You are kindly requested to read the reference documents and exercise your voting rights by 5:30 p.m. on Monday, June 17, 2024, in accordance with the instructions on the page 7 to 9.

Details of the meeting

1. Date and time: 10:30 a.m. on Tuesday, June 18, 2024 (Reception will open at 10:00 a.m.)

2. Venue:	KOBE PORTOPIA HOTEL
	10-1, Minatojima Nakamachi 6-chome,Chuo-ku,Kobe-shi
	"Kairaku-no-ma," basement floor, Main Building
	Please understand that souvenirs for shareholders who attend the meeting
	will not be provided.

3. Meeting Agenda

Items to be reported: 1) Business Report, the consolidated financial statements and the results of audits of the consolidated financial statements by the Accounting Auditor and the Audit and Supervisory Committee for the 15th fiscal term (April 1, 2023 through March 31, 2024)

1. Report on non-consolidated financial statements for the 15th fiscal term (April 1, 2023 through March 31, 2024)

Items to be resolved:

Proposal: Election of One (1) Director (Excluding Director Serving as the Audit and Supervisory Committee Member)

5

Cover letter of convocation

• If you attend the meeting, please submit the "Voting Right Exercise Form" at the reception desk upon arrival.
• In principle, shareholders are asked to confirm matters to be provided electronically on the websites on the previous page and the paper copy shall be sent only to shareholders who have requested it by the record date. However, for this Annual General Meeting of Shareholders, the Company will send the paper copy containing the matters to be provided electronically to all shareholders regardless of whether they have requested it or not. Of the matters to be provided electronically, the following items are not included in the paper copy to be sent pursuant to the provisions of laws and regulations and Article 14, Paragraph 2 of the Articles of Incorporation of the Company.
• 1. Business Report: "Structure to ensure the appropriateness of business and status of operation of such structure"
  2. Consolidated financial statements: "Notes to consolidated financial statements"
  3. Non-consolidatedfinancial statements: "Notes to non-consolidated financial statements" Accordingly, Business Report, consolidated financial statements, and non-consolidated financial statements included in the paper copy constitute part of the documents audited by the Accounting Auditor and Audit and Supervisory Committee when preparing the accounting audit report and audit report, respectively.
• Should the matters to be provided electronically are revised, a notice to that effect as well as the original and revised versions of the matters will be posted on the websites.

Acceptance of Questions in Advance via Internet

We will accept questions from shareholders regarding the 15th Annual General Meeting of Shareholders as follows. Among the received questions, those deemed to be of great interest to shareholders will be answered on the day of the Annual General Meeting of Shareholders. We will be unable to provide individual answers to any questions that remain unanswered, and appreciate your understanding in this regard.

Deadline: Questions entered by 6:00 p.m. on Monday, June 10, 2024

URL: https://v.sokai.jp/5857/2024/arehd/

How to log in: The ID is the eight-digit shareholder number (half-width digits) and the password is the seven-digit zip code (half-width digits, no hyphen) of the shareholder's address registered with us.

• Please take note of your shareholder number before sending the Voting Right Exercise Form by post.
• The website for accepting questions in advance is not available from 1:00 a.m. to 5:00 a.m. daily to accommodate maintenance and inspection.

6

Cover letter of convocation

Convocation Notice
Reference Documents for	General Meeting of Shareholders
Business Report
Consolidated Financial	Statements
Financial Statements
Audit Reports

Guide to Exercising Voting Rights

If you are attending the General Meeting of Shareholders:

Please submit the Voting Right Exercise Form at the reception desk upon arrival. In addition, please also bring this Notice.

If you are unable to attend the General Meeting of Shareholders:

• Exercising your voting rights via the Internet

Please refer to the "Procedure for Exercising Voting Rights via the Internet" on the next page, and input your vote for or against each proposal by the deadline for exercising voting rights below.

• Exercising your voting rights in writing (Voting Right Exercise Form)

Please indicate your vote for or against each proposal on the Voting Right Exercise Form and return the Form by mailing it such that it arrives by the deadline for exercising voting rights below. If a vote for or against is not indicated for any proposal when exercising voting rights in writing (Voting Right Exercise Form), we will treat it as an indication of approval of the proposal.

Deadline for Exercising Voting Rights: 5:30 p.m. on Monday, June 17, 2024

Treatment of Voting Rights Exercised Multiple Times

• If you have exercised your voting rights both via the Internet and in writing, those exercised via the Internet will be considered as valid.
• If you have exercised your voting rights multiple times on the Internet, the final vote will be considered as valid. If you have exercised your voting rights multiple times with computers and/or smartphones, the final vote cast will be considered as valid.

Electronic Voting Platform for Institutional Investors

Nominee shareholders including banks specializing in asset and trust management/custody (including standing proxy) may use with prior application the "Electronic Voting Platform" operated by ICJ Inc. established by Tokyo Stock Exchange, Inc., and other entities, as a means to exercise their voting rights electronically and participate in the General Meeting of Shareholders of the Company.

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Guide to Exercising Voting Rights

Procedure for Exercising Voting Rights via the Internet

If you intend to exercise your voting rights via the Internet, please pay attention to the following notes. If you are attending the meeting, no procedures to exercise voting rights in writing (Voting Right Exercise Form) or via the Internet are necessary.

1. Voting Rights Exercise Web Site

1. The exercise of voting rights via the Internet is possible only by accessing the Voting Rights Exercise Web Site (https://evote.tr.mufg.jp/) designated by the Company either from a computer or a smartphone. (However, this Web site is not available from 2:30 a.m. to 4:30 a.m. daily.)
2. The exercise of voting rights using computers or smartphones may be disabled by operating environments, including the use of a firewall when accessing the Internet, the use of antivirus software, the use of a proxy server and/or if you have not designated the use of encrypted transmission (TLS transmission).
3. Although we will accept the exercise of voting rights via the Internet until 5:30 p.m. on Monday, June 17, 2024, we recommend voting as early as possible. If you have any questions, please contact our Help Desk.

1. Exercising Your Voting Rights via the Internet

1. By computers

• At the Voting Rights Exercise Web Site (https://evote.tr.mufg.jp/), use the "log-in ID" and "temporary password" given on the Voting Right Exercise Form and follow the on-screen instructions to indicate your approval or disapproval of each proposal.
• To protect against illegal access by persons other than qualified shareholders ("spoofing") and the manipulation of voting details, shareholders using the site may change their "temporary password."
• Whenever a meeting of shareholders is convened, new "log-in IDs" and "temporary passwords" will be issued.

(2) By smartphones

• By scanning the "QR code for log-in" given on the Voting Right Exercise Form using smartphones, you can automatically access the Voting Rights Exercise Web Site and exercise your voting right. (There is no need to enter the "log-in ID" and "temporary password.")
• You may not be able to log in through QR code depending on a model of smartphone. When you cannot log in through QR code, please exercise your voting rights by computers as indicated in

2. (1) above.

*QR Code is a registered trademark of DENSO WAVE CORPORATION.

3. Treatment of Voting Rights Exercised Multiple Times

1. If you have exercised your voting rights both via the Internet and in writing, those exercised via the Internet will be considered as valid.
2. If you have exercised your voting rights multiple times on the Internet, the final vote will be considered as valid. If you have exercised your voting rights multiple times with computers and/or smartphones, the final vote cast will be considered as valid.

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Procedure for Exercising Voting Rights via the Internet

Convocation Notice
Reference Documents for	General Meeting of Shareholders
Business Report
Consolidated Financial	Statements
Financial Statements
Audit Reports

4. Costs Incurred in Accessing the Voting Rights Exercise Web Site

The costs incurred when accessing the Voting Rights Exercise Web Site such as Internet access fees will be the responsibility of the shareholder.

5. Method of Receiving a Convocation Notice

Beginning with the next meeting of shareholders, shareholders will be given the option of receiving their convocation notices via email. If you wish to receive your convocation notices in this manner, please use a computer or a smartphone to access the Voting Rights Exercise Web Site and take the procedures shown on the screen.

For inquiries about the system or other matters, contact:

Help Desk for voting rights exercise via the Internet, Mitsubishi UFJ Trust and Banking Corporation

Phone: [phone] (Toll Free within Japan) (available from 9:00 a.m. to 9:00 p.m.)

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Procedure for Exercising Voting Rights via the Internet