ハローズ（2742） – Notice of the 64th Annual General Meeting of Shareholders

These documents are partial translations of the Japanese originals for reference purposes only. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for these translations or for direct, indirect or any other forms of damages arising from the translations. (Securities code: 2742) May 10, 2022 To Shareholders with Voting Rights: Toshiyuki Sato President and Chief Executive Officer Halows Co., Ltd. 6-26-7, Minamizao-cho, Fukuyama-shi, Hiroshima, Japan (Headquarters: 3270-1, Hayashima, Hayashima-cho, Tsukubo-gun, Okayama, Japan) Notice of the 64th Annual General Meeting of Shareholders We are pleased to inform you that the 64th Annual General Meeting of Shareholders (the “Meeting”) of Halows Co., Ltd. (the “Company”) will be held for the purposes described below. In order to prevent the spread of the novel coronavirus, irrespective of the health of shareholders, we respectfully request that you refrain from attending the Meeting and instead exercise your voting rights prior to the Meeting either in writing (by mail) or via the Internet. Accordingly, please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 6:30 p.m. Japan time on Wednesday, May 25, 2022. [When exercising your voting rights in writing (by mail)] Please indicate your approval or disapproval for the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by the abovementioned deadline. [When exercising your voting rights via the Internet] Please access the Company’s designated website for the exercise of voting rights (https://evote.tr.mufg.jp/) using the “Login ID” and “Password” shown on the enclosed Voting Rights Exercise Form, follow the on-screen guidance, and indicate your approval or disapproval for the proposals by the abovementioned deadline. Please refer to the “Guidance on Methods for Exercise of Voting Rights” on pages 3 to 4 (Japanese only) when voting via the Internet. 1. Date and time: 2. Venue: 3. Meeting Agenda: Matters to be reported: Matters to be resolved: Proposal 1: Proposal 2: Thursday, May 26, 2022 at 10 a.m. Japan time Large conference room, 2F, the Company’s Headquarters 3270-1, Hayashima, Hayashima-cho, Tsukubo-gun, Okayama Business report and non-consolidated financial statements for the 64th fiscal year (March 1, 2021 to February 28, 2022) Partial Amendments to the Articles of Incorporation Election of Nine (9) Directors (Excluding Directors Serving as Audit and Supervisory Committee Members) 1 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Together with this Notice, please also refer to the enclosed “Prevention Measures for the Spread of the Novel Coronavirus at the General Meeting of Shareholders.” (Japanese only) If you attend the Meeting, please hand in the enclosed Voting Rights Exercise Form at the reception of the Meeting. Any revisions to the business report, non-consolidated financial statements and Reference Documents for the General Meeting of Shareholders will be posted on the Company’s website. (https://www.halows.com/) 2 Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: 1. Reasons for the amendments Partial Amendments to the Articles of Incorporation 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) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows. (1) The proposed Article 15, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically. (2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. (3) The provisions related to the internet disclosure and deemed provision of the reference documents for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted. (4) In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be added. 3 2. Details of the amendments Details of the amendments are as follows. Current Articles of Incorporation (Internet Disclosure and Deemed Provision of the Reference Documents for the General Meeting of Shareholders, Etc.) Article 15 The Company may, when convening a general meeting of shareholders, deem that it has provided information to shareholders pertaining to matters to be described or indicated in the reference documents for the general meeting of shareholders, business financial statements, and consolidated financial statements, by disclosing such information through the internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. non-consolidated report, (Newly established) (Newly established) (Amended parts are underlined.) Proposed Amendments (Deleted) of shareholders, (Measures for Electronic Provision, Etc.) Article 15 The Company shall, when convening a general meeting provide information contained in the reference documents for the general meeting of shareholders, etc. electronically. 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. the Articles of Supplementary provisions (Transitional Treatment Regarding Internet Disclosure and Deemed Provision of the Reference Documents for the General Meeting of Shareholders, Etc.) Article 2 The deletion of Article 15 (Internet Disclosure and Deemed Provision of the Reference Documents for the General Meeting of Shareholders, Etc.) of Incorporation before amendments and the establishment of the amended Article 15 (Measures for Electronic Provision, Etc.) 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 “Effective Date”). 2 Notwithstanding the provisions of the preceding paragraph, Article 15 of the Articles of Incorporation before amendments shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date. 3 Article 2 of the supplementary provisions shall be deleted after the lapse of six months from the Effective Date or the lapse of three months from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is later. 4 Election of Nine (9) Directors (Excluding Directors Serving as Audit and Proposal 2: Supervisory Committee Members) The terms of office of all of the ten (10) Directors (excluding Directors serving as Audit and Supervisory Committee Members) will expire at the conclusion of the Meeting. Accordingly, with a view to improving the efficiency of the management system, the Company proposes to reduce the number of Directors by one (1) and elect nine (9) Directors (excluding Directors serving as Audit and Supervisory Committee Members). The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee Members) are shown on pages 6 to 10. No. Name Positions and responsibilities at the Company 1 Reappointment Toshiyuki Sato President and Chief Executive Officer Nomination and Compensation Committee Member 2 Reappointment Taishi Sato Executive Vice President, in charge of sales and responsible for Corporate Planning Dept. 3 Reappointment Hidenori Hanaoka 4 Reappointment Masana Takahashi 5 Reappointment Kenji Suemitsu Senior Managing Director, General Manager, Administrative Groups and General Manager, General Affairs Div. Senior Managing Director, General Manager, Merchandise Groups and General Manager, Merchandise Div., responsible for Sales Planning Div. Executive Managing Director, General Manager, Store Operation Groups and General Manager, Back Office Dept. 6 Reappointment Tomiko Koshio Director, General Manager, President’s Office Nomination and Compensation Committee Member 7 Reappointment Kenji Sunada Director, General Manager, Personnel and Education Div., Administrative Groups 8 Reappointment Yoshinori Fujii Outside Independent Outside Director Nomination and Compensation Committee Member 9 Reappointment Chiaki Ikeda Outside Independent Outside Director Nomination and Compensation Committee Member 5 No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions Reappointment Toshiyuki Sato (January 27, 1949) October 2012 October 1971 July 1991 Joined the Company President and Chief Executive Officer (to present) Director, General incorporated foundation HALOWS Foundation (presently, Public-interest incorporated foundation HALOWS Foundation) (to present) September 2016 President and Representative Director, Saijo Plaza K.K. (to present) December 2020 Nomination and Compensation Committee Member, the Company (to present) [Significant concurrent positions] Director, Public-interest incorporated foundation HALOWS Foundation President and Representative Director, Saijo Plaza K.K. Number of shares of the Company held 2,488,010 shares [Reasons for candidacy as Director] He has taken charge of management of the Company as President and Chief Executive Officer. His track record of driving the whole Company with strong leadership, abundant insight into management in general, and strong sense of duty will contribute to growing the Company and further strengthening of the functions of the Board of Directors. Therefore, the Company deems he is suitable as Director and has nominated him. Reappointment Taishi Sato (September 2, 1952) 755,000 shares September 1975 Joined the Company June 1990 May 2009 March 2007 July 1995 July 1999 General Manager, Business Administration Div. Director, General Manager, Merchandise Div. Executive Managing Director, General Manager, Merchandise Groups Executive Managing Director, General Manager, Merchandise Groups and General Manager, Merchandise Div. Executive Vice President, responsible for Corporate Planning Div. and Merchandise Groups Executive Vice President, General Manager, Administrative Groups Executive Vice President, General Manager, Corporate Planning Dept. and General Manager, Administrative Groups Executive Vice President, General Manager, Corporate Planning Dept. September 2019 Executive Vice President, in charge of sales October 2012 March 2019 May 2011 and responsible for Corporate Planning Dept. (to present) 1 2 [Reasons for candidacy as Director] He has taken charge of management of the Company as Executive Vice President. Based on his track record of holding positions such as General Manager of Merchandise Div., Administrative Groups, and Corporate Planning Dept. as well as his abundant professional experience in management in general, the Company deems he is suitable as Director and has nominated him. 6 No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions Number of shares of the Company held 197,000 shares Joined OKANO FOOD K.K. Joined the Company April 1979 February 1981 November 1998 General Manager, Merchandise Div. September 2001 General Manager, Store Operation Div. June 2002 Executive Officer, General Manager, Store Operation Div. November 2006 Executive Officer, General Manager, Store March 2007 May 2009 October 2012 June 2013 April 2014 March 2019 May 2021 Operation Div. and Area Manager, Fukuyama Area Executive Officer, General Manager, SV Div. Director, General Manager, Merchandise Groups and General Manager, Merchandise Div. Director, General Manager, Merchandise Groups Director, General Manager, Merchandise Div., Merchandise Groups Executive Managing Director, Deputy General Manager, Merchandise Groups and General Manager, Perishables Div. Executive Managing Director, General Manager, Administrative Groups Manager, Administrative Groups and General Manager, General Affairs Div. Senior Managing Director, General Manager, Administrative Groups and General Manager, General Affairs Div. (to present) September 2019 Executive Managing Director, General Reappointment Hidenori Hanaoka (July 2, 1956) 3 [Reasons for candidacy as Director] Based on his practical experience as the head of the Company’s store operation, merchandise divisions, and Administrative Groups and his track record of performing duties such as making decisions on important managerial matters and supervising his responsible divisions, the Company deems he is suitable as Director and has nominated him. 7 Number of shares of the Company held 45,000 shares No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions Joined the Company March 1981 November 1998 General Manager, Merchandise Div. Executive Officer, General Manager, June 2002 Merchandise Div. November 2006 Executive Officer, General Manager, March 2007 May 2009 March 2011 June 2013 April 2014 March 2019 May 2021 May 2011 June 2013 May 2021 April 2022 Reappointment Masana Takahashi (March 14, 1959) 4 Reappointment Kenji Suemitsu (August 28, 1961) 5 Perishable Merchandise Div. Executive Officer, General Manager, Distribution Planning Div. Director, General Manager, Distribution Planning Div. Director, General Manager, Distribution Div. and General Manager, Distribution Center Director, General Manager, Logistics Div., Merchandise Groups Executive Managing Director, Deputy General Manager, Merchandise Groups and General Manager, Dry Div., responsible for Logistics Div. Executive Managing Director, Deputy General Manager, Merchandise Groups and General Manager, Merchandise Div., responsible for Logistics Div. Senior Managing Director, General Manager, Merchandise Groups and General Manager, Merchandise Div., responsible for Sales Planning Div. (to present) Operation Groups Director, General Manager, Store Operation Div. Director, Deputy General Manager, Store Operation Groups and Area Manager, Shikoku Area Executive Managing Director, General Manager, Store Operation Groups, General Manager, Back Office Dept. and Area Manager, Okayama Area Executive Managing Director, General Manager, Store Operation Groups and General Manager, Back Office Dept. (to present) 9,300 shares [Reasons for candidacy as Director] Based on his track record of making a significant contribution to the procurement of merchandise and the creation of distribution systems as the head of the Company’s merchandise and distribution divisions, the Company deems he is suitable as Director and has nominated him. March 1984 November 2007 General Manager, Store Operation Div., Store Joined the Company [Reasons for candidacy as Director] Based on his track record of driving the front lines of sales and taking charge of entering and expanding in new markets as the head of the Company’s store operation division, the Company deems he is suitable as Director and has nominated him. 8 No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions Reappointment Tomiko Koshio (June 10, 1942) June 1974 June 1981 July 1995 July 1999 March 2007 May 2009 Joined the Company General Manager, General Affairs Div. Director, General Manager, General Affairs Div. Executive Managing Director, General Manager, Administrative Groups Executive Managing Director, General Manager, Administrative Groups and General Manager, Finance and Accounting Div. Director, General Manager, President’s Office (to present) February 2022 Nomination and Compensation Committee Member (to present) Number of shares of the Company held 210,400 shares [Reasons for candidacy as Director] Based on her track record of making a significant contribution to the management of the Company as the head of the Company’s finance and accounting division, administrative divisions in general, and the President’s Office, the Company deems she is suitable as Director and has nominated her. Reappointment Kenji Sunada (January 1, 1972) April 1996 April 2014 March 2016 May 2021 Joined the Company General Manager, Personnel and Education Div., Administrative Groups Executive Officer, General Manager, Personnel and Education Div., Administrative Groups Director, General Manager, Personnel and Education Div., Administrative Groups (to present) 19,500 shares [Reasons for candidacy as Director] Based on his track record of making a significant contribution to the management of the Company through managing store operations as a store manager and engaging in personnel and education affairs in general of the Company as General Manager of Personnel and Education Div., the Company deems he is suitable as Director and has nominated him. 6 7 9 – – No. Name (Date of birth) Career summary, positions, responsibilities and significant concurrent positions Number of shares of the Company held Reappointment Outside Independent Yoshinori Fujii (October 2, 1970) 8 July 2008 April 2011 June 2011 October 2012 October 1994 April 1998 July 2006 Joined Hiroshima Office, Asahi Audit Corp. (presently KPMG AZSA LLC) Registered as a certified public accountant Established Fujii Yoshinori CPA Office (presently BIZLINK CPA Joint Office) (to present) November 2006 Established BIZLINK ADVISORY CO., LTD., Director Representative Director (to present) Established Ibuki Tax Accountant Office, Representative Partner (to present) Auditor, Ryoubi Shinyo Kumiai (to present) Auditor, Public-interest incorporated foundation HALOWS Foundation (to present) Director, the Company (to present) Director, PhoenixBio Co., Ltd. (to present) May 2015 June 2016 September 2018 Auditor, KAAZ CORPORATION (to present) December 2020 Nomination and Compensation Committee Member, the Company (to present) [Reasons for candidacy as Outside Director and roles he is expected to assume] Expecting that his superior insight based on the expertise and experience he cultivated as a certified public accountant will contribute to further strengthening internal control and other functions of the Board of Directors of the Company, the Company deems he is suitable as Outside Director and has nominated him. Reappointment Outside Independent Chiaki Ikeda (July 26, 1978) April 2006 October 2007 Legal apprentice, the Supreme Court Registered as an attorney-at-law (joined Okayama Bar Association and Itano Law Office) (to present) Director, the Company (to present) May 2015 December 2020 Nomination and Compensation Committee 9 Member (to present) [Reasons for candidacy as Outside Director, why the Company deems that the candidate can perform duties as such appropriately, and roles she is expected to assume] Expecting that her superior insight based on the expertise and experience she cultivated as an attorney-at-law will contribute to further strengthening compliance systems and other functions of the Board of Directors of the Company, the Company deems she is suitable as Outside Director and has nominated her. Notes: 1. There are no special interests between any of the candidates and the Company. 2. Yoshinori Fujii and Chiaki Ikeda are candidates for Outside Directors. 3. Yoshinori Fujii and Chiaki Ikeda will have served as Outside Directors for seven (7) years at the close of the Meeting. 4. The Company has filed Yoshinori Fujii and Chiaki Ikeda with the Tokyo Stock Exchange as independent directors stipulated by the Exchange. If they are reelected, they will continue to be independent directors. 5. The Company has entered into liability limitation agreements with Yoshinori Fujii and Chiaki Ikeda pursuant to Article 427, Paragraph 1 of the Companies Act to limit their liability under Article 423, Paragraph 1 of the Act to the minimum amount stipulated in Article 425, Paragraph 1 of the Act, provided that they have performed their duties in good faith and without gross negligence. If they are reelected, the Company intends to extend the agreements with them. 6. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3, paragraph 1 of the Companies Act with an insurance company. The said insurance agreement shall compensate for legal damages and litigation expenses to be borne by the insureds. 10 As a measure to prevent the appropriateness of the professional conducts of the insureds from being impaired, damages, etc. caused by criminal acts by the insureds will not be covered by the insurance. Each candidate for Director is included in the insureds of the said insurance contract as Director of the Company, and will continue to be included in the insureds if reelected. In addition, the Company plans to renew the said insurance contract during the terms of office of the Directors regarding this Proposal. 11