GUNZE

May 31, 2023

05/31/2023 | 12:16am EDT Message : GUNZE LIMITED [Disclaimer: Please note that the following purports to be an excerpt translation from the original Proxy Statement of GUNZE LIMITED prepared for the convenience of shareholders outside Japan with voting rights. However, in case of any discrepancy between the translation and the Japanese original, the latter shall prevail. Please also be advised that certain expressions for domestic procedures that are not applicable to the aforesaid shareholders have been omitted or modified to avoid confusion.] June 1, 2023 Dear Shareholders: This Notice of Convocation is to inform you that the 127th Ordinary General Meeting of Shareholders of GUNZE LIMITED will be held as described below. In conjunction with the convening this Ordinary General Meeting of Shareholders, the Company has adopted measures to provide the information that constitutes the contents of the Reference Documents for the General Meeting of Shareholders and other information (matters subject to electronic provision measures) in an electronic format, and has posted this information on the websites listed below under "NOTICE OF CONVOCATION OF THE 127TH ORDINARY GENERAL MEETING OF SHAREHOLDERS" and " MATTERS OMITTED FROM THE DOCUMENTS TO BE DELIVERED BASED ON THE LAWS, REGULATIONS AND ARTICLES OF INCORPORATION WITH REPECT TO THE NOTICE OF CONVENTION OF THE 127TH ORDINARY GENERAL MEETING OF SHAREHOLDERS" Please access Company's website at the following link to review the information. The Company's website: https://www.gunze.co.jp/english/ir/shareholders/meeting/ Those matters subject to electronic provision measures are also posted on the website of the Tokyo Stock Exchange (TSE). Please access the TSE website (Listed Company Search) at the following link, enter the issue name "GUNZE" or the Company's securities code "3002" and click on Search. Then, click "Basic information" and select "Documents for public inspection/PR information" to review the posted information. TSE website (Listed Company Search): 1 We request all shareholders attending the General Meeting of Shareholders to carefully check and consider the situation of the spread of COVID-19 and their own health status on the day of the meeting. Please note that you may also exercise your voting rights via the Internet or in writing. Whichever method you choose, please refer to the "Guide to Exercising Voting Rights via the Internet, etc." described later and exercise your voting rights no later than 5:00 p.m. on Thursday, June 22, 2023 (JST). Yours very truly, By: Toshiyasu Saguchi PARTICULARS Place of the Meeting:Auditorium, Head Office of the Company 1 Zeze, Aono-cho,Ayabe-shi, Kyoto, Japan Agenda of the Meeting: Matters for Reporting: Report on the Results of Operations, the Consolidated Accounting Documents and Non-Consolidated Accounting Documents for the 127th Business Term (from April 1, 2022 to March 31, 2023). Report on the Results of Audits for the Consolidated Accounting Documents by Accounting Auditors and the Board of Corporate Auditors for the 127th Business Term (from April 1, 2022 to March 31, 2023). Matters for Resolution: Second Proposition: Election of Nine (9) Directors Third Proposition: Election of Two (2) Corporate Auditors Those shareholders who have not requested delivery of paper-based documents will receive a paper copy containing a portion of the Reference Documents for the General Meeting of Shareholders and a Report on the Results of Operations. In addition, those shareholders who have requested delivery of paper-based documents will receive a paper copy containing the matters subject to electronic provision measures in accordance with the relevant provisions of laws and regulations and the Company's Articles of Incorporation. A paper copy containing the matters subject to electronic provision measures will not be provided to shareholders who attend the meeting in person. Shareholders attending the meeting in person who require a paper copy containing the matters subject to electronic provision measures are requested to print out a copy from either of the above-listedwebsites and bring this with them on the day of the meeting. The following information is not presented in the paper copy containing the matters subject to electronic provision measures: Report on the Results of Operations: "Matters regarding the Company's Stock Acquisition Rights, etc.," "Systems to Ensure Propriety in Business Operations," "Outline of Implementation of Systems to Ensure Appropriate Business Operations of the Company," "Basic Policy for Corporate Control." Consolidated Financial Statements: "Consolidated Statements of Changes in Shareholders' Equity, etc.," "Notes to Consolidated Financial Statements." Non-consolidated Financial Statements: "Non-consolidated Statements of Changes in Shareholders' Equity, etc.," "Notes to Non-consolidated Financial Statements." These items of information are available on each of the websites listed on page 1 of this document under "Matters Omitted from the Documents to be Delivered." Accordingly, the aforementioned paper copy contains a portion of 3 the Report on the Result of Operations, Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Corporate Auditors during the preparation of the Report on the Results of Audits and the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditors during the preparation of the Report on the Results of Accounting Audit. Any revision made to the contents of the matters subject to electronic provision measures up to the day before the date of the General Meeting of Shareholders will be posted on each of the websites listed on page 1 of this document in order to notify shareholders of such revision. 4 Guide to Exercising Voting Rights via the Internet, etc. When you exercise your voting rights via the Internet, please check the following guidelines and follow the procedures outlined below. Deadline for accepting votes via the Internet: 5:00 p.m. on Thursday, June 22, 2023 Voting via the Internet is possible only by accessing the Site for Exercising Voting Rights (the "Voting Site"; https://evote.tr.mufg. jp/) designated by the Company. After accessing the Voting Site, log in using the login ID and temporary password shown on the voting form. Then select "approve" or "disapprove" for each proposition by following the guidelines on the screen. (Please note that this site will be closed every day between the hours of 2:00 a.m. and 5:00 a.m.) Votes via the Internet will be accepted until 5:00 p.m. on Thursday, June 22, 2023. However, we ask that you vote sooner if possible. Please note you will have to bear expenses incurred in accessing the Voting Site (Internet connection expenses, etc.). If you vote more than once via the Internet, only your last vote will be considered valid. Also, if you vote both from your computer, smartphone and mobile phone, only your last vote will be considered valid. For inquiries regarding the system, etc. Mitsubishi UFJ Trust and Banking Corporation Stock Transfer Agent Department (Help Desk) TOLL FREE: 0120-173-027 Electronic Voting Platform for Institutional Investors Institutional investors are entitled to use the Electronic Voting Platform operated by ICJ, Inc. for electromagnetically exercising their voting rights for this Ordinary General Meeting of Shareholders of GUNZE LIMITED. 5