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.

To Those Shareholders with Voting Rights:

(Securities Code 8078)

June 7, 2017

Hironari Furukawa

Representative Director and President Hanwa Co., Ltd.

4-3-9 Fushimi-machi, Chuo-ku, Osaka, Japan

NOTICE OF

THE 70TH ORDINARY GENERAL SHAREHOLDERS MEETING

Dear Shareholders:

You are cordially invited to attend the 70th Ordinary General Shareholders Meeting of Hanwa Co., Ltd. ("the Company"). The meeting will be held as described below.

If you are unable to attend the meeting, you can exercise your voting rights by either of the following methods. Please review the Reference Materials for the General Shareholders Meeting (page 5 through 21 ), and cast your vote by 5:00 p.m. on Wednesday, June 28, 2017 Japan time.

  • Exercise of voting rights in writing

    Indicate your approval or disapproval of each proposal on the enclosed Voting Form and return it to the Company so that it may arrive before the above voting deadline.

  • Exercise of voting rights via the Internet

Refer to the "Guide to Exercising Voting Rights via the Internet, etc." described in the page 4 of this document, and access the website designated by the Company (http://www.web54.net) to enter your approval or disapproval of each proposal before the above voting deadline by following the instructions provided in the website.

1.

Date and Time:

Thursday, June 29, 2017 at 10:00 a.m. Japan time

2.

Place:

Seventh Floor Conference Room Hanwa Co., Ltd.

HK Yodoyabashi Garden Avenue Bldg., 4-3-9 Fushimi-machi, Chuo-ku, Osaka

3.

Meeting Agenda:

Matters to be reported:

1.

The Business Report, Consolidated Financial Statements for the Company's 70th Fiscal Year (April 1, 2016 - March 31, 2017) and results of audits by the Independent Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements

2.

Non-Consolidated Financial Statements for the Company's 70th Fiscal Year (April 1, 2016 - March 31, 2017)

Proposals to be resolved:

Proposal No. 1:

Appropriation of Surplus

Proposal No. 2:

Reverse Stock Split

Proposal No. 3:

Partial Amendments to the Articles of Incorporation

Proposal No. 4:

Election of Fourteen (14) Directors

Proposal No. 5:

Election of Two (2) Corporate Auditors

  • In accordance with laws and regulations as well as Article 18 of the Company's Articles of Incorporation, the following items are posted on the Company's website (http://www.hanwa.co.jp/) and therefore not included in the attached documents to this Notice.

    1) Notes to Consolidated Financial Statements 2) Notes to Non-Consolidated Financial Statements

    The "Notes to Consolidated Financial Statements" and "Notes to Non-Consolidated Financial Statements" have been combined with the Consolidated Financial Statements and Non-Consolidated Financial Statements for the auditing process, in order for the preparation of the Audit Report and the Independent Auditor's Report by the Corporate Auditors and the Independent Auditor.

  • Revisions to the Reference Materials for the General Shareholders Meeting, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements, if any, will be posted on the Company's website (http://www.hanwa.co.jp/).

Guide to Exercising Voting Rights

Voting by attending the General Shareholders Meeting in person

If you plan to attend the Meeting, please present the enclosed Voting Form to the receptionist when you arrive at the venue.

Date and time of the Meeting:

Thursday, June 29, 2017 at 10:00 a.m. Japan time

Please bring with you this Notice to the venue on the day of the Meeting.

As the light clothing (Cool Biz) dress code will be followed at the Meeting, we would appreciate it if you could come to the Meeting wearing casual attire.

Voting in writing

Please indicate your approval or disapproval of each proposal on the enclosed Voting Form and return it.

Deadline for voting:

By 5:00 p.m. on Wednesday, June 28, 2017 Japan time (Arrival of Voting Forms)

Voting via the Internet

Please enter your approval or disapproval of each proposal on the website designated by the Company (http://www.web54.net).

Deadline for voting:

By 5:00 p.m. on Wednesday, June 28, 2017 Japan time (Acceptance of entries)

(To institutional investors)

Institutional investors can also use the Electronic Voting Platform operated by ICJ, Inc. to submit votes electronically for the Ordinary General Shareholders Meeting.

Guide to Exercising Voting Rights via the Internet, etc.

If you plan to vote using the Internet, etc., please read the following instructions and precautions in advance.

  1. Website for exercising voting rights

    Votes can be submitted via the Internet only on the website designated by the Company for this purpose. URL for votes: http://www.web54.net

  2. How to exercise your voting rights

  3. If you wish to exercise your voting rights using the Internet, please use the voting rights code and password that are shown on the enclosed Voting Form and then enter your votes by following instructions provided by the website.

  4. Internet votes must be received no later than 5:00 p.m. on Wednesday, June 28, 2017 Japan time. Shareholders are asked to submit votes as soon as possible.

  5. If a shareholder submits two votes in writing and via the Internet etc., the Internet votes will be counted as effective ones. Additionally, if a shareholder submits votes using the Internet more than once, or submits multiple votes using a personal computer and a cell phone, only the last votes received will be treated as valid.

  6. When voting via the Internet, shareholders are responsible for Internet Service Provider connection fees and communication carrier fees (connection fees, etc.).

  7. Handling of your voting rights code and password

  8. The password is important information to verify that the voter is a genuine shareholder. We ask that you handle this information with the same care and attention as you would to your personal seal or passcode.

  9. If you input a wrong password more than a certain number of times, your password will be locked. If you wish to have your password re-issued, please follow the instructions on the screen.

  10. The password written on the Voting Form is only valid for this General Shareholders Meeting.

  11. Contact information for inquiries on how to use your personal computer for voting

  12. If you have any questions regarding how to use your personal computer in order to exercise your voting rights via the Internet, please contact the following support desk:

    Sumitomo Mitsui Trust Bank, Limited Stock Transfer Agency Web Support

    Dedicated Line: Toll-free: 0120-652-031 (9:00-21:00, Japan standard time)

  13. For other inquiries, please contact the following center:

  14. Shareholders who have accounts at securities companies

    Please contact the securities companies where you have your accounts.

  15. Shareholders who do not have accounts at securities companies (Shareholders who have special accounts at securities companies)

  16. Sumitomo Mitsui Trust Bank, Limited Stock Transfer Agency Business Center

    Toll-free: 0120-782-031 (9:00 -17:00, Japan standard time, except for weekends and holidays)

Hanwa Co. Ltd. published this content on 01 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 29 June 2017 02:39:06 UTC.

Original documenthttp://www.hanwa.co.jp/ms/data/pdf/ir/20170531en.pdf

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