Restar : Notice of Convocation of the 4th Ordinary 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: 3156 June 14, 2023 (Date of commencement of measures for electronic provision: June 7, 2023)

To our shareholders:

Tomoharu Asaka

Representative Director

Restar Holdings Corporation

6-5, Higashi Shinagawa 3-chome,Shinagawa-ku, Tokyo

Notice of Convocation of the 4th Ordinary General Meeting of Shareholders

Restar Holdings Corporation (hereinafter referred to as "the Company") will hold its 4th Ordinary General Meeting of Shareholders as explained below.

We have adopted measures for the electronic provision of information for this General Meeting of Shareholders. The matters to be provided in electronic format (the "Electronic Provision Measures Matters") are posted on the Internet website shown below as "Notice of Convocation of the 4th Ordinary General Meeting of Shareholders."

The Company's website: https://www.en.restargp.com/ir/stock-related/#ir-stock-general-meeting

This information is also posted on the Internet website shown below.

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

Please access the Tokyo Stock Exchange website shown above, enter the Company's name or securities code to search, and click "Basic information" then "Documents for public inspection/PR information" to view the Electronic Provision Measures Matters.

If you plan not to attend the meeting, you can exercise your voting rights using either of the following methods, so please exercise your voting rights after reviewing the attached Reference Materials for the General Meeting of Shareholders.

[Exercising voting rights in writing]

Please indicate your approval or disapproval of each of the proposals on the enclosed form and return it to the Company no later than 5:30 p.m. on Wednesday, June 28, 2023 (JST).

[Exercising voting rights via the Internet]

Please access our designated voting website (https://evote.tr.mufg.jp/) and enter the login ID and temporary password printed on the enclosed form for exercising voting rights and follow the on-screen instructions to enter your approval or disapproval of each of the proposals no later than 5:30 p.m. on Wednesday, June 28, 2023 (JST).

In addition, if using the Internet to exercise your voting rights, we request that you kindly check "Instructions on Exercising Your Voting Rights via the Internet" in "Instructions on Exercising Your Voting Rights" on pages 3 and 4.

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1. Date and Time: 10:00 a.m. on Thursday, June 29, 2023 (JST) (Reception desk is scheduled to open at 9:30 a.m.)
2. Venue: Floor B1, Head Office Building, Restar Holdings Corporation 6-5, Higashi Shinagawa 3-chome,Shinagawa-ku, Tokyo
3. Agenda:
   Matters to be reported:
4. 1. Business Report, Consolidated Financial Statements and Audit Reports on the Consolidated Financial Statements from the Accounting Auditor and the Audit and Supervisory Committee for the 14th Fiscal Year (April 1, 2022 to March 31, 2023)
   2. Report on the Non-consolidated Financial Statements for the 14th Fiscal Year (April 1, 2022 to March 31, 2023)

Matters to be resolved:

Proposal No. 1: Partial Amendments to the Articles of Incorporation

Proposal No. 2: Election of Four Directors (Excluding Directors Who are Audit and Supervisory Committee Members)

Proposal No. 3: Election of Two Directors Who are Audit and Supervisory Committee Members

1. Instructions on Exercising Voting Rights
   Please refer to "Instructions on Exercising Your Voting Rights" on page 3.
2. Instructions on the Acceptance of Questions Beforehand
   On the Company's website (https://www.restargp.com/), please click CONTACT, go to Other Inquiries -> IR, click "inquiry" and submit your question.

• The paper copy (Notice of Convocation of the 4th Ordinary General Meeting of Shareholders) sent to shareholders doubles as the paper copy of the Electronic Provision Measures Matters based on shareholders' requests for the delivery of documents. The following items are not included in this paper copy, in accordance with the provisions of applicable laws and regulations, as well as Article 16 of the Company's Articles of Incorporation. As such, this paper copy only presents part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor in preparing their audit reports.
• • Notes to the Consolidated Financial Statements
  • Notes to the Non-consolidated Financial Statements
• In the event of revisions to the Electronic Provision Measures Matters, the details of the revisions will be made available on each website on which the Electronic Provision Measures Matters are posted.

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Instructions on Exercising Your Voting Rights

The right to vote at the General Meeting of Shareholders is an important right for shareholders.

Please review the Reference Materials for the General Meeting of Shareholders included in the Electronic Provision Measures Matters and exercise your voting rights.

There are two options to exercise your voting rights as shown below.

Exercise of Voting Rights in Writing by Postal Mail

Please indicate your for or against the proposals on the enclosed voting rights exercise form and return it to us by postal mail without a postage stamp. If you do not indicate your vote on a proposal, it will be treated as a vote "for" that proposal.

Deadline for the exercise of voting rights: Received by 5:30 p.m. on Wednesday, June 28, 2023 (JST).

Exercise of Voting Rights via the Internet

Please access the website for exercising voting rights (https://evote.tr.mufg.jp/) using a PC or smartphone, enter the login ID and temporary password provided on the enclosed voting rights exercise form, and follow the instructions on the screen to indicate your vote for or against the proposals.

Deadline for the exercise of voting rights: 5:30 p.m. on Wednesday, June 28, 2023 (JST).

How to Complete Your Voting Rights Exercise Form

Proposal No. 1

If you vote for the proposal, please tick the column "Agree."

If you vote against the proposal, please tick the column "Disagree."

Proposal No. 2 and Proposal No. 3

If you vote for all candidates, please tick the column "Agree."

If you vote against all candidates, please tick the column "Disagree."

If you vote for some of the candidates, please tick the column "Agree" and enter the number(s) of the candidate whom you disagree with.

If you exercise your voting rights both in writing (by postal mail) and via the Internet, the exercise of voting rights via the Internet will be taken as a valid exercise of voting rights. If you exercise your voting rights more than once via the Internet, the last vote will be treated as a valid exercise of voting rights.

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Instructions on Exercising Your Voting Rights via the Internet

By Scanning the QR Code

You can log in to the website for exercising voting rights without entering your login ID and temporary password as provided on your voting rights exercise form.

1. Scan the QR code on the bottom right of your voting rights exercise form. * QR code is a registered trademark of DENSO WAVE INCORPORATED.
2. Please follow the instructions on the screen to indicate your vote for or against the proposals.

By Entering Login ID and Temporary Password

Website for Exercising Voting Rights URL: https://evote.tr.mufg.jp/

1. Access the website for exercising voting rights.
2. Enter the "login ID and temporary password" provided on your voting rights exercise form.
3. Register your new password.
4. Please follow the instructions on the screen to indicate your vote for or against the proposals.

If you have any questions about how to operate your PC or smartphone to exercise your voting right via the Internet, please contact below.

Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation

Help Desk at 0120-173-027(Toll-free within Japan / from 9:00 a.m. to 9:00 p.m.)

Institutional investors may use the platform for the electronic exercise of voting rights for institutional investors operated by ICJ, Inc.

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Reference Materials for the General Meeting of Shareholders

Proposals and reference matters

Proposal No. 1: Partial Amendments to the Articles of Incorporation

1. Reason for the proposal
   At the meeting of the Board of Directors held on May 26, 2023, the Company determined a business reorganization policy for the transition from a pure holding company to a business company, as announced on the same day in the Company's press releases "Notice of Change of Trade Name and Partial Amendments to the Articles of Incorporation (Trade Name, Purpose, Head Office Relocation)" and "Notice of the Determination of a Basic Policy to Transition from a Pure Holding Company to a Business Company through a Merger with a Consolidated Subsidiary." The Company proposes to amend the Articles of Incorporation, including the Company's trade name, purpose, and head office relocation, in accordance with this basic policy.
2. Details of the amendments
   The details of the amendments are as follows.