Gunze : NOTICE OF CONVOCATION OF THE 128TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

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 3, 2024

Start Date of Electronic Provision Measures: May 31, 2024

To Our Shareholders:

NOTICE OF CONVOCATION OF

THE 128TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

This Notice of Convocation is to inform you that the 128th Ordinary General Meeting of Shareholders of GUNZE LIMITED will be held as described below.

In conjunction with the convening of 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 128TH 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 128TH 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): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

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You have a choice in exercising your voting rights by either attending the General Meeting of Shareholders in person, 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 Monday, June 24, 2024 (JST).

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., Tuesday, June 25, 2024 [Registration starts at Noon]
2. Place of the Meeting:Auditorium, Head Office of the Company
   1 Zeze, Aono-cho,Ayabe-shi, Kyoto, Japan
3. 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 128th Business Term (from April 1, 2023 to March 31, 2024).
2. Report on the Results of Audits for the Consolidated Accounting Documents by Accounting Auditors and the Board of Corporate Auditors for the 128th Business Term (from April 1, 2023 to March 31, 2024).

Matters for Resolution:

First Proposition: Proposed Disposal of Surplus

Second Proposition: Election of Nine (9) Directors

• 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 or the actual paper copy at hand with them on the day of the meeting.
• The following information is not presented in the paper copy stating 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

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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 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.

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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 Monday, June 24, 2024

Voting via the Internet is possible 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. You can also access the Voting Site via the QR code on the right side of 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 2:30 a.m. and 4:30 a.m.)

Votes via the Internet will be accepted until 5:00 p.m. on Monday, June 24, 2024. 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

(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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GENERAL MEETING OF SHAREHOLDERS

Propositions and Reference Matters:

First Proposition:

Proposed Disposal of Surplus

It is proposed that surplus be disposed as follows:

1. Matters related to the term-end dividend:

Returning earnings to shareholders is one of the most important management policies of the Company. Accordingly, the Company will maintain a 100% total return ratio until the consolidated ROE exceeds the cost of shareholders' equity. At the same time, the Company strives to continuously provide a stable dividend based on a DOE (Dividend on Equity) ratio of 2.2% or higher.

In line with this basic policy, it is proposed that the 128th term-end dividend shall be as follows:

1. Kind of asset distributed: Cash
2. Matter related to distribution of asset to shareholders and total amount: ¥153 per share of common stock of the Company
   Total amount: ¥2,552,084,370
3. Effective date for distribution of surplus:

June 26, 2024

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Second Proposition:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the close of this General Meeting of Shareholders. It is therefore proposed that nine (9) Directors will be elected. The Company has established a policy regarding qualifications for Directors and nomination procedures in its Corporate Governance Guidelines. (Refer to the Company's website: https://www.gunze.co.jp/ir/policy/governance/.) All candidates for Directors in this Proposition are selected in accordance with the said policy. Please see "Reference 1" on page 13 and 14 for the applicable matters, as well as "Reference 2" on page 14 and 15 for the skills of each candidate for Director.

The candidates are as follows:

Percentage

Candidate

Current Posts and

of

Number

Name

Attendance

of Years

No.

Responsibilities

in BOD

in Office

Meetings

Representative Director,

President, President Corporate

Reelection

Toshiyasu

100％

1

Officer, and

10 years

Male

Saguchi

(13/13)

Nomination/Remuneration

Committee Member

Reelection

Director and Nomination/

Outside

100％

2

Hiroe Nakai

Remuneration Committee

6 years

Independent

(13/13)

Member (Chair)

Female

Reelection

Director and Nomination/

Outside

Osamu

100%

3

Remuneration Committee

5 years

Independent

Kujiraoka

(13/13)

Member

Male

Reelection

Director and Nomination/

Outside

100%

4

Rie Kida

Remuneration Committee

4 years

Independent

(13/13)

Member

Female

Director, Managing Corporate

5

Reelection

Makoto

Officer, and President and

100％

7 years

Male

Kumada

Representative Director of

(13/13)

Gunze Development Co., Ltd.

Director, Corporate Officer,

Reelection

Ryoji

100%

6

and Company President of

3 years

Male

Kawanishi

(13/13)

Apparel Company

Director, Corporate Officer,

7

Reelection

Hirokazu

and General Manager of

100%

1 year

Male

Sawada

Finance & Accounting

(9/9)

Department

Managing Corporate Officer

8

New

Takahiro Oka

and General Manager of

--

--

Male

Management & Strategy

Department

Corporate Officer and General

New

Tomohisa

9

Manager of Technology

--

--

Male

Okuda

Development Department

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Note 1: As for Mr. Hirokazu Sawada, his status after he has assumed office of Director on June 25,

2023 is shown

above.

Note 2: The term of office of Directors will expire at the close of the Ordinary General Meeting of

Shareholders.

Name

Brief Personal Record, Current Posts, Responsibilities

Number of

No.

Shares of the

(Date of Birth)

and Additional Important Posts

Company

Owned

1

Toshiyasu Saguchi

Mar. 1984

Joined "GUNZE"

(Nov. 14, 1961)

Jun. 2014

Director, Corporate Officer, and Company President of Plastic

14,736

Film Company, GUNZE

Apr. 2017

Managing Director, Managing Corporate Officer, and General

Number of years

Reelection

Manager of Management & Strategy Department, GUNZE

in office: 10 (at

Male

Jun. 2018

Representative Director, Managing Corporate Officer, and

the close of the

General Manager of Management & Strategy Department,

Meeting)

GUNZE

Feb. 2019

Member, Nomination/Remuneration Committee, GUNZE

(to present)

Jun. 2020

Representative Director, Senior Managing Corporate Officer, and

General Manager of Management & Strategy Department,

GUNZE

Jun. 2021

Representative Director, President, and President Corporate

Officer, GUNZE (to present)

Reasons for supporting the candidate for Director

Mr. Toshiyasu Saguchi assumed the position of the Representative Director, President and

President Corporate Officer in June 2021. Since June 2020, he had appropriately promoted the

formulation of the Company's medium-term management plan, M&A projects, etc., as a

Representative Director and Senior Managing Officer. The Company would like Mr. Saguchi to

continue serving the Company as a Director, as his leadership is deemed essential for

continuously making a social contribution through sustainability management and for achieving

the sustainable growth of the GUNZE Group in the future. Accordingly, the Company proposes

that he be elected as a Director.

2

Hiroe Nakai

Apr. 1988

Registered as an attorney (at Osaka Bar Association)

1,500

(May 20, 1961)

Apr. 1995

Established "Inoue and Nakai Law Office"

Sep. 2011

Established "Hinata Law Office"

Number of years

Jun. 2013

Outside Auditor, Endo Lighting Corp.

in office: 6 (at

Reelection

Aug. 2016

Outside Auditor, Kansai Paint Co., Ltd.

Outside

Jun. 2018

Director, GUNZE (to present)

the close of the

Independent

Feb. 2019

Member (Chair), Nomination/Remuneration Committee, GUNZE

Meeting)

Female

Jun. 2023

(to present)

Outside Auditor, Kansai Paint Co., Ltd. (to present)

Reasons for supporting the candidate for outside Director and summary of expected roles

The Company would like Ms. Hiroe Nakai to continue serving the Company, given her

approximately six years of experience as an outside Director of the Company, as well as her

ample experience as an attorney and knowledge in the field of corporate legal and general civil

affairs. During her time of service, she has reflected an objective viewpoint into the Company's

management decisions based on her ample experience and broad knowledge, while also

exerting her maximum effort to oversee the Company's business operations from a fair and

independent perspective. Moreover, as the chair of the Nomination/Remuneration Committee,

she has actively provided advice and recommendations, which made a significant contribution

to enhancing the GUNZE Group's corporate governance. The Company highly evaluates her

experience and talent, and is expecting her to exercise supervision and give advice based on her

objective insight and legal knowledge, once she is elected as an outside Director. For these

reasons, the Company proposes that she be elected as an outside Director.

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Name

Brief Personal Record, Current Posts, Responsibilities

Number of

No.

Shares of the

(Date of Birth)

and Additional Important Posts

Company

Owned

3

Osamu Kujiraoka

Apr. 1978

Joined Nikkei Inc.

1,300

(Sept. 25, 1955)

Mar. 1988

Seconded to Nikkei McGraw-Hill, Inc. (presently, Nikkei

Business Publications, Inc.)

Mar. 2003

Executive Officer and Chief of Operations, Nikkei McGraw-Hill,

Number of years

Reelection

Inc.

in office: 5 (at

Jan. 2006

Officer and Chief of Medical Affairs, Nikkei McGraw-Hill, Inc.

Outside

the close of the

and President and CEO, Nikkei Medical Publishing, Inc.

Independent

Meeting)

Mar. 2009

Executive Officer, Nikkei McGraw-Hill Inc., President and CEO,

Male

Nikkei Business Publications America, Inc. and Nikkei Business

Publications Europe, Ltd.

Feb. 2015

President and CEO, Nikkei Medical Publishing, Inc.

Jun. 2019

Director and Member, Nomination/Remuneration Committee,

Oct. 2019

GUNZE (to present)

President, Dakuon Co., Ltd. (to present)

Reasons for supporting the candidate for outside Director and summary of expected roles

The Company would like Mr. Osamu Kujiraoka to continue serving the Company, given his

approximately five years of experience as an outside Director of the Company, as well as his

career as an executive officer of a publishing company. During his time of service, he has

reflected an objective viewpoint into the Company's management decisions based on his ample

experience and broad knowledge especially in the medical field, one of the Company's high-

growth businesses, while also exerting his maximum effort to oversee the Company's business

operations from a fair and independent perspective. Moreover, as a member of the

Nomination/Remuneration Committee, he has actively provided advice and recommendations,

which made a significant contribution to enhancing the GUNZE Group's corporate governance.

The Company highly evaluates his experience and talent, and is expecting him to exercise

supervision and provide advice based on his ample experience and comprehensive knowledge

in the medical field, once he is elected as an outside Director. For these reasons, the Company

proposes that he be elected as an outside Director.

4

Rie Kida

Apr. 1989

Joined Luis Jitan Company

600

(May 27, 1969)

Apr. 1991

Joined RESCO FORMATION Inc.

Oct. 2000

Joined IDEI CREATIVE AGENCY

Apr. 2003

Joined HERSTORY CO., LTD.

Number of years

Nov. 2009

Managing Director, RESCO FORMATION Inc.

in office: 4 (at

Aug. 2010

Organized Woman's Feelings Marketing Laboratory within

Reelection

the close of the

RESCO FORMATION Inc. and appointed Chief

Outside

Meeting)

Apr. 2013

Established Woman's Feelings Marketing Laboratory Inc.

Independent

Representative Director, Woman's Feelings Marketing

Female

Laboratory Inc. (to present)

Jun. 2020

Director and Member, Nomination/Remuneration Committee,

GUNZE (to present)

May 2024

Outside Director, OKUWA Co., Ltd. (to present)

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			Name		Brief Personal Record, Current Posts, Responsibilities	Number of
No.				Shares of the
(Date of Birth)		and Additional Important Posts
	Company
								Owned
						Reasons for supporting the candidate for outside Director and summary of expected roles
						The Company would like Ms. Rie Kida to continue serving the Company as an outside
						Director, given her long-term experience in researching women's values, lifestyle and purchase
						behaviors at the important position and in providing many clients with marketing support from
						her own perspective. She has assumed responsible positions as an outside Director of the
						Company for about four years. During her time of service, she has reflected an objective
						viewpoint into the Company's management decisions based on her ample experience and broad
						knowledge especially in the field of B to C transactions and women's empowerment, while also
						exerting her maximum effort to oversee the Company's business operations from a fair and
						independent perspective. Moreover, as a member of the Nomination/Remuneration Committee,
						she has actively provided advice and recommendations, which made a significant contribution
						to enhancing the GUNZE Group's corporate governance. The Company highly evaluates her
						experience and talent, and is expecting her to exercise supervision and provide advice based on
						her ample experience and comprehensive knowledge in the field of marketing and women's
						empowerment, once she is elected as an outside Director. For these reasons, the Company
						proposes that she be elected as an outside Director.
5	Makoto Kumada	Mar. 1984	Joined "GUNZE"	7,075
(Jul. 24, 1961)	Apr. 2017	Corporate Officer and General Manager of Finance & Accounting
							Department, GUNZE	Number of years
						Jun. 2017	Director, Corporate Officer, and General Manager of Finance &
						in office: 7 (at
							Accounting Department, GUNZE
		Reelection		Apr. 2022
						Director, Managing Corporate Officer, and General Manager of	the close of the
			Male
					Finance & Accounting Department, GUNZE	Meeting)
						Apr. 2023
						Director, Managing Corporate Officer, and President and
							Representative Director, Gunze Development Co., Ltd.
							(to present)
						Reasons for supporting the candidate for Director
						Since June 2022, Mr. Makoto Kumada has been involved in the management of the Company
						as the Director in charge of the Lifestyle Creation segment. Also, since April 2023, he has been
						striving for effective use of the Group's real estate as the President and Representative Director
						of Gunze Development Co., Ltd. The Company would like Mr. Kumada to continue serving the
						Company as a Director as his expertise is deemed essential for continuously promoting
						GUNZE's group management in the future. Accordingly, the Company proposes that he be
						elected as a Director.
6	Ryoji Kawanishi	Apr. 1986	Joined "GUNZE"
Apr. 2020	Corporate Officer and General Manager of Management	3,609
	（Dec. 7, 1962）
		Administrative Department, Apparel Company, GUNZE
						Apr. 2021	Corporate Officer, Company President of Apparel Company, and	Number of years
							General Manager of Management Administrative Department,	in office: 3 (at
							Apparel Company, GUNZE	the close of the
						Jun. 2021	Director, Corporate Officer, and Company President of Apparel	Meeting)
		Reelection
				Company, GUNZE (to present)
			Male			Reason for supporting the candidate for Director
						Since April 2021, Mr. Ryoji Kawanishi has been working on business structure reforms as the
						Company President of Apparel Company by accelerating the effort to transform the apparel
						business into direct-to-consumer (DTC) model to meet changes in the external environment.
						The Company would like Mr. Kawanishi to continue serving the Company as a Director as his
						expertise is deemed essential for continuously promoting GUNZE's group management in the
						future. Accordingly, the Company proposes that he be elected as a Director.

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