Heiwa Real Estate : May 30, 2024Notice Concerning the Convocation of the 104th Ordinary General Shareholders' Meeting and Meeting Materials(1MB)

(Security Code 8803)

Year Ended March 31, 2024
NOTICE CONCERNING THE CONVOCATION OF
THE 104th ORDINARY GENERAL SHAREHOLDERS' MEETING
Date of the Meeting: June 25, 2024 (Tuesday), 10:00 a.m.
(reception starts at 9:00 a.m.)
Place of the Meeting: KABUTO ONE 4F, HALL & CONFERENCE hall
7-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan
Table of Contents
NOTICE CONCERNING THE CONVOCATION OF THE 104th ORDINARY GENERAL
SHAREHOLDERS' MEETING	1
REFERENCE DOCUMENTS FOR THE GENERAL SHAREHOLDERS' MEETING	7
BUSINESS REPORT	29
STOCK ACQUISITION RIGHTS	40
ESTABLISHMENT OF A CORPORATE STRUCTURE TO ENSURE THE PROPER
CONDUCT OF BUSINESS AND THE STATUS OF ITS OPERATIONS	54
BASIC POLICY WITH REGARD TO THE ROLE OF ANY PERSON CONTROLLING THE
DECISION OVER FINANCIAL AND BUSINESS POLICIES OF THE COMPANY	61
CONSOLIDATED BALANCE SHEET	65
CONSOLIDATED STATEMENT OF INCOME	67
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	69
NON-CONSOLIDATED BALANCE SHEET	85
NON-CONSOLIDATED STATEMENT OF INCOME	87
NON-CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	88
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS	89
A COPY OF THE AUDIT REPORT OF THE INDEPENDENT AUDITOR
ON THE CONSOLIDATED FINANCIAL STATEMENTS	97
A COPY OF THE AUDIT REPORT OF THE INDEPENDENT AUDITOR

ON THE NON-CONSOLIDATED FINANCIAL STATEMENTS	101
A COPY OF THE AUDIT REPORT OF THE AUDIT COMMITTEE	105

Heiwa Real Estate Co., Ltd.

Security Code 8803 May 31, 2024

(Date of commencement of electronic provision measures: May 30, 2024)

To the Shareholders

of Heiwa Real Estate Co., Ltd.

Dear Shareholders:

NOTICE OF THE 104th ORDINARY GENERAL SHAREHOLDERS' MEETING

We hereby inform you that the 104th Ordinary General Shareholders' Meeting (the "Meeting") of Heiwa Real Estate Co., Ltd. (the "Company") will be held as specified in the attached notice.

In convening the Meeting, information contained in the Reference Documents for the General Shareholders' Meeting, etc. (matters to be provided electronically) has been posted on the following websites as the Company has taken electronic provision measures. Please access either of these websites to view the relevant information.

The Company's website: https://www.heiwa-net.co.jp/en/ir/stock/meeting.html

Tokyo Stock Exchange (TSE) website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the above TSE website (Listed Company Search), enter "Heiwa Real Estate" in the field of "Issue name" or "8803" in the field of "Code", click "Search", select "Basic information" and select "Documents for public inspection/PR information" to view relevant information.

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If you are unable to attend the meeting, you may exercise your voting rights in writing or by electronic method (the Internet, etc.). We would appreciate your exercise of the voting rights by 5:00 p.m., Monday, June 24, 2024.

Yours faithfully,

Kiyoyuki Tsuchimoto

Director, Representative Executive Officer,

President and CEO

Heiwa Real Estate Co., Ltd.

1-10, Nihonbashi Kabutocho,

Chuo-ku, Tokyo (103-8222)

Japan

Note: This document has been translated from the original Japanese for reference purposes only. In the event of any discrepancy between this translated document and the original Japanese, 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.

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1. Date and Time of the Meeting:
2. Place of the Meeting:
3. Items on Meeting Agenda

Items to be reported:	1
	2

Items to be voted upon:

Agenda Item:

NOTICE

June 25, 2024 (Tuesday), 10:00 a.m. (reception starts at 9:00 a.m.)

KABUTO ONE 4F, HALL & CONFERENCE hall

7-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan

The Business Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements for the 104th fiscal year from April 1, 2023 to March 31, 2024; and

Independent Auditor's Report of Consolidated Financial Statements and Audit Report of Consolidated Financial Statements by the Audit Committee for the 104th fiscal year.

Election of Nine (9) Directors

• If any major changes occur in the operation of the Meeting due to future circumstances, they will be announced on the Company's website (https://www.heiwa- net.co.jp/en/ir/stock/meeting.html).

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Guide to Exercise Voting Rights

Shareholders have the privilege to exercise voting rights.

You may exercise your voting rights by one of the following methods.

We would appreciate your review of the Reference Documents for the General Shareholders' Meeting and your exercise of the voting rights.

Exercise of Voting Rights by Mail

Please indicate your vote for or against each of the agendas on the enclosed attendance sheet and return the sheet.

Deadline for exercise

The sheet must arrive by 5:00 p.m., Monday, June 24, 2024

Exercise of Voting Rights via the Internet

Please enter your vote for each agenda on the voting site designated by the Company. Deadline for exercise

The votes must arrive by 5:00 p.m., Monday, June 24, 2024

Exercise of Voting Rights by Attending the Meeting

Please bring the enclosed attendance sheet and submit the sheet at the reception desk. Date of the meeting

June 25, 2024 (Tuesday), 10:00 a.m.

[Treatment of the Exercise of Voting Rights]

If you submit the attendance sheet indicating neither for or against the agenda item, you will be deemed to have approved the agenda item.

[Information on Matters Provided Electronically]

• Among the matters provided electronically, the following specific matters below are not stated in paper-based documents delivered to the shareholders who have requested the delivery of such documents, as they are posted on the Company's website in accordance with the relevant laws and regulations and the provision of Article 16 of the Company's Articles of Incorporation.
  The Audit Committee members and the Independent Auditor have audited all of the documents subject to their audit, including the following matters.
• 1. STOCK ACQUISITION RIGHTS, ESTABLISHMENT OF A CORPORATE STRUCTURE TO ENSURE THE PROPER CONDUCT OF BUSINESS AND THE STATUS OF ITS OPERATIONS, and BASIC POLICY WITH REGARD TO THE ROLE OF ANY PERSON CONTROLLING THE DECISION OVER FINANCIAL AND BUSINESS POLICIES OF THE COMPANY in the Business Report
  2. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY and NOTES TO CONSOLIDATED FINANCIAL STATEMENTS in the Consolidated Financial Statements
  3. NON-CONSOLIDATEDSTATEMENTS OF CHANGES IN EQUITY and NOTES -4-

TO NON-CONSOLIDATED FINANCIAL STATEMENTS in the Non-consolidated Financial Statements.

 If any modifications are made to the matters to be provided electronically, the modified information will be posted on the Company's website and on the TSE website.

 The results of the resolution of this General Shareholders' Meeting will be posted on the Company's website after conclusion of the Meeting, instead of sending a written notice of the results of the resolution.

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[Notice Concerning Distribution of Surplus]

The Company has established provisions in its Articles of Incorporation to allow the distribution of surplus, etc. to be paid by a resolution of the Board of Directors pursuant to the provisions of Article 459 (1) of the Companies Act.

In accordance with the provisions of the Articles of Incorporation, the Company resolved at the Board of Directors' meeting held on May 17, 2024, to pay a year-end dividend for the 104th fiscal year (from April 1, 2023 to March 31, 2024) as follows.

1. Year-enddividend
   ¥108 per share (including a special dividend of ¥50)
   (The annual dividend for this fiscal term, combined with the interim dividend of ¥58, will be ¥166 per share)
2. Effective date and payment commencement date June 3, 2024

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REFERENCE DOCUMENTS FOR

THE GENERAL SHAREHOLDERS' MEETING

Agenda Item:"Election of Nine (9) Directors"

The term of office of all nine Directors will expire at the conclusion of this General Shareholders' Meeting. Accordingly, the Company proposes the election of nine Directors based on the decision of the Nominating Committee.

Among the nine candidates for Director, five are candidates for External Director, making up a majority.

The candidates for Directors are as follows:

							Attendance
No						Term	of Board of
	Name			Current position	of	Directors'
.
					office	Meetings
							(FY2023)
					Representative
					Executive Officer,
	Kiyoyuki	[Male]			President and CEO	7	12/12
1	Reappointment		Nominating
Tsuchimoto		years	(100%)
				Committee member
					Compensation
					Committee member
					Representative and
					Senior Managing
					Executive Officer
					Assistant to the
					President
					In charge of
2	Kazuo	[Male]			Development	13	12/12
Reappointment		Promotion
Yamada		years	(100%)
				Department I,
					Development
					Promotion
					Department II and
					Community Co-
					Creation
					Department
					Executive Officer
					In charge of
					Corporate Planning
					Department,
					General Affairs
3	Takahisa	[Male]			Department, and	2	12/12
Reappointment
Aoyama		Finance	years	(100%)
					Department
					General Manager
					of Corporate
					Planning
					Department

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									Term	Attendance
No									of Board of
	Name						Current position	of	Directors'
.
								office	Meetings
										(FY2023)
	Daisuke							Audit Committee	2	12/12
4	[Male]	Reappointment
Kobayashi	Non-executive			member	years	(100%)
								External Director
	Kiichiro		Reappointment
5	[Male]						Chairman of the	7	12/12
External
Masui				Nominating	years	(100%)
			Independent			Committee
								External Director
					Nominating
	Takahiro		Reappointment	4	12/12
							Committee member
6	[Male]	External
Moriguchi			Chairman of the	years	(100%)
			Independent			Compensation
								Committee
								External Director
	Junko		Reappointment		Nominating	4	12/12
7	[Female]	External					Committee member
Utsunomiya			years	(100%)
							Audit Committee
		Independent
								member
			Reappointment		External Director	2	12/12
8	Eiji Yamada	[Male]	External					Compensation
		years	(100%)
								Committee member
			Independent
	Mitsunobu		Reappointment		External Director	2	12/12
9	[Male]	External					Chairman of the
Yamaguchi			years	(100%)
							Audit Committee
		Independent

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