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 7972)

March 8, 2022

To Shareholders with Voting Rights:

President Yoshiro Hirai

ITOKI CORPORATION

Head Office: 1-6-11 Awajimachi,

Chuo-ku, Osaka

NOTICE OF

THE 72ND ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

The 72nd Ordinary General Meeting of Shareholders of ITOKI CORPORATION (the "Company") will be held for the purposes stated below.

Instead of attending the meeting, you can exercise your voting rights by either of the methods below. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights.

[Exercise of your voting rights in writing]

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it to us by post so that it can reach us by 5:45 p.m. on Wednesday, March 23, 2022.

[Exercise of your voting rights by electromagnetic method (via the Internet, etc.)]

Please exercise your voting rights by 5:45 p.m. on Wednesday, March 23, 2022, in accordance with the "Guidance on the Exercise of Your Voting Rights by Electromagnetic Method via the Internet, Etc." on page 6 of the Japanese original.

1. Date and Time: Thursday, March 24, 2022, at 10 a.m. Japan time

(Doors open at 9 a.m.)

2. Place:

Conference hall on the 9th floor of the Company's Osaka Showroom located at

1-6-11 Awajimachi, Chuo-ku, Osaka, Japan

(Please refer to the map at the end of this notice.)

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

72nd Fiscal Year (January 1, 2021-December 31, 2021) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements

2. Non-Consolidated Financial Statements for the Company's 72nd Fiscal Year (January 1, 2021-December 31, 2021)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of Seven (7) Directors

Proposal 4: Election of One (1) Substitute Audit & Supervisory Board Member

- 1 -

4. Other Matters concerning the Meeting

  1. If you wish to attend the meeting by a proxy, please present the shareholder's Voting Rights Exercise Form and a letter of proxy.
  2. If you exercise your voting rights both in writing and by electromagnetic method (via the Internet, etc.), your voting rights exercised by electromagnetic method shall be treated as the valid vote.
  3. If you exercise your voting rights more than once by electromagnetic method (via the Internet, etc.), the last exercise of your voting rights shall be treated as the valid vote.
  • If attending the meeting in person, please present the enclosed Voting Rights Exercise Form at the reception desk.
  • Among the documents to be provided together with this convocation notice, the Matters Concerning Stock Acquisition Rights, etc., Systems for Ensuring Appropriate Business Operations and Outline of their Operational Status in the Business Report, Consolidated Statement of Changes in Net Assets, the notes to the Consolidated Financial Statements, Non-Consolidated Statement of Changes in Net Assets and the notes to the Non-Consolidated Financial Statements are disclosed on the Company's Web site (https://www.itoki.jp/) and not provided herewith pursuant to the applicable law and Article 16 of the Company's Articles of Incorporation.
  • If any revisions are made to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements or the Non-Consolidated Financial Statements, the revised versions will be posted on the Company's Web site (https://www.itoki.jp/).

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal 1: Appropriation of Surplus

Regarding the appropriation of surplus, we would like to propose the following.

Matters concerning the year-end dividend

The Company recognizes profit distribution as an important managerial issue and makes it a basic policy to ensure the continuous and stable payment of dividends to shareholders based on comprehensive consideration of its status of earnings, enhancement of internal reserves and future development of business operations from a long-term perspective. In line with this policy, we would like to propose the payment of the year-end dividend for the fiscal year ended December 31, 2021, as follows.

  1. Type of dividend property: Cash
  2. Matters concerning the allotment of dividend property and the total amount thereof: ¥15 per share of common stock of the Company
    In that case, total cash dividends will be ¥678,096,600.
  3. Date on which the dividend of surplus will become effective: March 25, 2022

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reason for the amendments

A system for providing general shareholder meeting materials in electronic format will be implemented with the 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) on September 1, 2022. Accordingly, the Company intends to amend the Articles of Incorporation as follows.

  1. Amended Article 16, Paragraph 1 provides for taking electronic provision measures for information contained in the reference documents, etc. for the general meeting of shareholders.
  2. Amended Article 16, Paragraph 2 establishes a provision for limiting the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
  3. The provision for the internet-based disclosure of reference data for general meeting of shareholders (Article 16 of the current Articles of Incorporation) is deleted as it is no longer necessary.
  4. With the establishment and deletion of the above-mentioned provisions, supplementary provisions related to the effective date, etc. are established. These supplementary provisions shall be deleted after the lapse of a predetermined period of time.

2. Details of the amendments

The details of the amendments are as follows.

(Amended parts are underlined.)

Current Articles of Incorporation

Proposed Amendments

Article 16 (Internet-based Disclosure of Reference

(Deleted)

Data

for

General

Meeting

of

Shareholders)

In convening a general meeting of

shareholders, the Company may deem

to have supplied information about

matters to be stated or indicated in

reference-documents for the general

meeting, business

reports,

financial

statements

and consolidated

financial

statements

to

shareholders,

by

disclosing the information via an

Internet-used method in accordance

with the applicable Ordinance of the

Ministry of Justice.

(Newly established)

Article 16

(Electronic Provision Measures, Etc.)

In convening a general meeting of

shareholders, the Company shall take

electronic provision measures for

information contained in the reference

documents, etc. for the general meeting

of shareholders.

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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Current Articles of Incorporation

Proposed Amendments

Supplementary Provisions

(Newly established)

Article 2

The

deletion

of

Article

16

(Internet-based Disclosure of Reference

Data

for

General

Meeting

of

Shareholders) of the current Articles of

Incorporation and the establishment of

Article

16

(Electronic

Provision

Measures, Etc.) in the amended Articles

of Incorporation 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 "Date of Enforcement").

2.

Notwithstanding the provision of the

preceding paragraph, Article 16 of the

current Articles of Incorporation shall

remain in force with respect to any

general meeting of shareholders to be

held on a date within six months from

the Date of Enforcement.

3. These supplementary provisions shall be

deleted after the lapse of six months

from the Date of Enforcement 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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Itoki Corporation published this content on 01 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2022 01:26:36 UTC.