NOTICE OF CONVOCATION OF THE 126TH ORDINARY GENERAL MEETING OF SHAREHOLDERS（PDF:1,680 KB）

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 2, 2022

To Our Shareholders:

NOTICE OF CONVOCATION OF

THE 126TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

This Notice of Convocation is to inform you that the 126th Ordinary General Meeting of Shareholders of GUNZE LIMITED will be held as described below, but with the following special considerations. In consideration of preventing the spread of the novel coronavirus infection (COVID-19) and to ensure the safety and security of all shareholders, we ask you to refrain, as much as possible, from attending this year's meeting in person. Instead, we suggest that you exercise your voting rights via the Internet (https://evote.tr.mufg.jp/) or in writing using the enclosed Voting Rights Exercise Form (by regular mail). Whichever way you choose, the forms must be received no later than 5:00 P.M. on Thursday, June 23, 2022.

Yours very truly,

GUNZE LIMITED

1 Zeze, Aono-cho,Ayabe-shi

Kyoto, Japan

By: Toshiyasu Saguchi

Representative Director and President

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PARTICULARS
1. Date and Time of the Meeting:	1:00 P.M., Friday, June 24, 2022
	[Registration starts at 12:20 P.M.]

1. Place of the Meeting:Auditorium, Head Office of the Company
   1 Zeze, Aono-cho,Ayabe-shi, Kyoto, Japan
2. Agenda of the Meeting:

Matters for Reporting:

1. Report on the Results of Operations, the Consolidated Accounting Documents and Non-Consolidated Accounting Documents for the 126th Business Term (from April 1, 2021 to March 31, 2022).
2. Report on the Results of Audits for the Consolidated Accounting Documents by Accounting Auditors and the Board of Corporate Auditors for the 126th Business Term (from April 1, 2021 to March 31, 2022).

Matters for Resolution:
First Proposition:	Proposed Disposal of Surplus
Second Proposition:	Partial Amendments to the Articles of
	Incorporation
Third Proposition:	Election of Eight (8) Directors
Fourth Proposition:	Election of One (1) Substitute Corporate
	Auditor

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(COVID-19)>

• On the day of the meeting, non-contact body temperature measurement will be taken at the entrance to the venue. We may refuse admittance to any shareholder with a body temperature above 37.5ºC or who appears to be in ill health.
• To avoid any risk of infection, we will not distribute commemorative gifts at this year's General Meeting of Shareholders.
• Staff involved in the operation of the General Meeting of Shareholders will wear surgical masks.
• We ask all attending shareholders to take thorough infection control measures while at the meeting venue, including the wearing of a surgical mask.
• Alcohol-baseddisinfectant dispensers will be available at the reception desk and other places in the venue.
• To avoid crowding, we are considering the arrangement of seats with more empty space between them. In consideration of the need for taking stronger COVID-19 control measures, there may be a situation in which some shareholders are asked not to enter the meeting venue due to insufficient seats being available.
• To avoid a confined environment, the meeting venue will be ventilated in a timely manner.
• Registration will start at 12:20 p.m.

• We ask all shareholders to carefully consider the current situation, and exercise their voting rights prior to the meeting, as much as possible, through regular mail or Internet. (Voting from a smartphone1 is also possible.)
• We ask those at higher risk of infection, including the elderly, those with underlying health issues, and those who are pregnant, in particular, to take extra care in making decisions on whether to attend this year's General Meeting of Shareholders.
• We ask all shareholders attending the General Meeting of Shareholders to check the situation of the COVID-19 spread and their own health status on the day of the
  meeting, and to take full preventive measures such as wearing a surgical mask, etc. We also ask those who are planning to ask a question at the meeting2 to inform our staff when making a reservation.

1. For procedures for voting via smartphone, please refer to this Notice of Convocation and the Voting Rights Exercise Form.
2. Those who are planning to ask a question at the meeting will have priority in being guided to the seat exclusively set up near the microphone stand.

We are aware that the General Meeting of Shareholders is a good opportunity to communicate and strengthen relationships with our valued shareholders. However, the safety and health of our shareholders is our highest priority. As such, we will thoroughly implement all possible measures to prevent infection at the meeting venue. Even so, in light of the current situation with respect to COVID-19,we ask again that each shareholder refrain from attending this year's Ordinary General Meeting of

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Shareholders, as much as possible. We appreciate your kind understanding and cooperation.

Please note that depending on the situation of the spread of COVID-19 by the day of the meeting and the announcements issued by the Japanese government, each ministry concerned, and/or local authorities, major changes, including a change of the meeting venue or restrictions on attendance, may be made with respect to the operation of the General Meeting of Shareholders. To avoid any inconvenience, we ask each shareholder to check our corporate website (https://www.gunze.co.jp) for the latest information before attending the General Meeting of Shareholders.

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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 23, 2022

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 23, 2022. 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 and smartphone, 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

(Hours of operation: 9:00 a.m. through 9:00 p.m.)

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.

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