Note: This English translation is an abridged version of the original notice in Japanese. In the eventof a discrepancy, the Japanese version shall prevail.

TO OUR SHAREHOLDERS
June 12, 2023
(Start date of electronic provision of materials: June 5, 2023)
Securities code: 3205
Daidoh Limited
1-16 Sotokanda 3-chome, Chiyoda-ku,
Tokyo

NOTICE OF THE 100th ORDINARY GENERAL MEETING OF
SHAREHOLDERS
Dear Shareholder:
Please be informed that the 100th Ordinary General Meeting of Shareholders of Daidoh Limited(the “Company”) will be held at 10:00 a.m. (the reception is scheduled to open at 9:00 a.m.) on
Thursday, June 29, 2023, at Tower Hall of Roppongi Academyhills on the 49th floor of
Roppongi Hills Mori Tower, at 10-1 Roppongi 6-chome, Minato-ku, Tokyo.
When arriving at the meeting venue, please submit the enclosed Voting Form at the reception
desk.
When convening this Ordinary General Meeting of Shareholders, the Company has taken
measures for electronic provision of materials, and has posted the matters to be provided
electronically as the “Notice of the 100th Ordinary General Meeting of Shareholders” on thewebsite at the link below.
Our website: https://www.daidoh-limited.com/english/ir/meeting.html
In addition to the above, the information is also available on the following website. Please
access the Tokyo Stock Exchange website below, enter “DAIDOH LIMITED” in “Issue name(company name)” or “3205” in “Code” and select “Basic information,” “Documents for public
inspection/PR information,” “Notice of General Shareholders Meeting/Informational Materials
for a General Shareholders Meeting,” and then confirm the information.
Tokyo Stock Exchange (TSE-Listed Company Search) Website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you will not attend the meeting, you may exercise your voting rights in writing or via theInternet. Please take the time to review the Reference Materials for the Ordinary General
Meeting of Shareholders and exercise your vote so that it reaches us no later than 6:30 p.m. on

1

Wednesday, June 28, 2023.
Voting by Proxy via Postal Mail
Please indicate “for” or “against” for each agenda item listed on the enclosed Voting Form andreturn it so that it reaches the Head Office of the Company no later than 6:30 p.m. on
Wednesday, June 28, 2023.
Souvenirs will not be provided to the shareholders attending the meeting. We appreciate yourunderstanding.
Sincerely,
Tsukasa Nabewari
Representative Director
President & CEO

2

MEETING AGENDA
Items to be Reported:
1. The Business Report, the Consolidated Financial Statements and the Report of the Audit of
the Consolidated Financial Statements by Accounting Auditors and the Board of Corporate
Auditors for the 100th term from April 1, 2022, to March 31, 2023, will be reported at themeeting.
2. The Non-Consolidated Financial Statements for the 100th term from April 1, 2022, to March
31, 2023, will be reported at the meeting.
Items to be Resolved:
Item 1: Appropriation of Surplus
Item 2: Reduction of Legal Capital Surplus
Item 3: Election of Six (6) Directors
Item 4: Election of One (1) Corporate Auditor
Item 5: Election of Two (2) Corporate Auditor Substitutes
Item 6: Election of Accounting Auditor
This document sent also serves as a document describing the matters for electronic provision of
information based on document delivery request. The following items are excluded inaccordance with laws and regulations and provisions of Article 16 of the Company's Articles ofIncorporation.
(1) “Consolidated Statement of Changes in Equity” in the Consolidated Financial Statements(2) “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements(3) “Non-consolidated Statement of Changes in Equity” in the Non-consolidated Financial
Statements(4) “Notes to the Non-consolidated Financial Statements” in the Non-consolidated Financial
Statements
Therefore, the attached documents are a part of documents audited by the Corporate Auditors
and the Accounting Auditor when they prepared the audit report.
In the event of any amendments to the electronic materials, details of such amendments will be
posted on each of the websites where the materials are posted.
Request to shareholders
Shareholders who plan to attend the meeting are kindly requested to attend the meeting after
taking into consideration their own physical condition on the day of the meeting. You can
exercise your voting rights in advance in writing or via the Internet.
In addition, at the venue, we will take necessary measures to prevent the spread of the infection
as of the day of the meeting. Your cooperation is highly appreciated.
In case a significant change arises due to the future conditions, such as the venue becomes
unavailable to use, we will notify you by posting it on our website (https://www.daidohlimited.com/)3

CONSOLIDATED BALANCE SHEET
Daidoh Limited
As of March 31, 2023
Millions of yen
Assets:Current assets:
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Inventories
Other
Allowance for doubtful accounts
Total current assets

13,553
216
3,017
6,845
1,189
(77)
24,744Non-current assets:
Property, plant and equipment:
Buildings, net
Structures, net
Machinery and equipment, net
Vehicles, net
Tools, furniture and fixtures, net
Land
Leased assets, net
Construction in progress

5,597
4,923
65
190
6
96
65
26
223

Intangible assets:
SoftwareLeased assets
Other

1,571
78
47
1,446

Investments and other assets:
Investment securities
Leasehold and guarantee deposits
Other
Allowance for doubtful accounts
Total non-current assets
Total assets

7,849
6,164
1,564
461
(340)
15,01839,762

4

CONSOLIDATED BALANCE SHEET
Daidoh Limited
As of March 31, 2023
Millions of yen
Liabilities:
Current liabilities:
Notes and accounts payable - trade
Short-term borrowings
Current portion of long-term borrowings
Lease liabilities
Income taxes payable
Contract liabilities
Deposits received
Provision for bonuses
Other
Total current liabilities

2,380
6,224
3,669
155
375
413
2,218
192
2,200
17,830Non-current liabilities:
Long-term borrowings
Lease liabilities
Long-term guarantee deposits
Deferred tax liabilities
Retirement benefit liability
Other
Total non-current liabilities
Total liabilities

315
1,470
2,014
2,807
190
630
7,428
25,258

Net assets:
Shareholders’ equity:
Share capital
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

11,868
6,891
6,614
1,537
(3,175)
1,812
797
1,015
183
638
14,50339,762

5

CONSOLIDATED STATEMENT OF INCOME
Daidoh Limited
For the year ended March 31, 2023
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit (loss)
Non-operating income:Interest income
Dividend income
Commission income
Subsidy income
Other
Non-operating expenses:
Interest expenses
Foreign exchange losses
Commission expenses
Other
Ordinary profit (loss)
Extraordinary income:Gain on sale of non-current assets
Gain on sale of investment securities
Extraordinary losses:
Loss on sale and retirement of non-current assets
Impairment losses
Loss on sale of investment securities
Other
Profit (loss) before income taxes
Income taxes - current
Income taxes - deferred
Profit (loss)
Profit (loss) attributable to non-controlling interests
Profit (loss) attributable to owners of parent

6

Millions of yen
28,21813,901
14,317
14,798
(481)
599
88
105
86
203
115
496
188
29
96
182
(378)
10,141
10,140
0
357
74
241
12
28
9,405
405
2,261
6,737
(20)
6,757

NON-CONSOLIDATED BALANCE SHEET
Daidoh Limited
As of March 31, 2023
Millions of yen
Assets:Current assets:
Cash and deposits
Notes receivable - trade
Short-term loans receivable
Other
Allowance for doubtful accounts
Total current assets

10,253
66
78
142
(55)
10,486

Non-current assets:
Property, plant and equipment:
Buildings, net
Land
Other, net

114
40
56
17

Intangible assets:
Software
Other

51
10
41
16,788
5,888
10,784291(175)
16,95427,440Investments and other assets:
Investment securities
Shares of subsidiaries and associates
Other
Allowance for doubtful accounts
Total non-current assets
Total assets

7

NON-CONSOLIDATED BALANCE SHEET
Daidoh Limited
As of March 31, 2023
Millions of yen
Liabilities:
Current liabilities:
Short-term borrowings
Current portion of long-term borrowings
Accounts payable - otherAccrued expenses
Income taxes payable
Deposits received
Provision for bonuses
Other
Total current liabilities

5,300
3,669
24
51
47
3,228
37
25
12,384Non-current liabilities:
Long-term borrowings
Long-term accounts payable - other
Deferred tax liabilities
Other
Total non-current liabilities
Total liabilities

315
281
215
3
815
13,199Net assets:
Shareholders’ equity:
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Retained earnings brought forward
Treasury shares
Valuation and translation adjustments
Valuation difference on available-for-sale securities
Share acquisition rights
Total net assets
Total liabilities and net assets

13,161
6,891
7,025
5,147
1,878
2,418
959
1,459
1,459
(3,175)896
896
183
14,241
27,4408

NON-CONSOLIDATED STATEMENT OF INCOME
Daidoh Limited
For the year ended March 31, 2023
Operating revenue
Selling, general and administrative expenses
Operating profit (loss)
Non-operating income:Interest and dividend income
Other
Non-operating expenses:
Interest expenses
Provision of allowance for doubtful accounts
Other
Ordinary profit (loss)
Extraordinary income:Gain on sale of investment securities
Extraordinary losses:
Loss on sale of investment securities
Loss on valuation of shares of subsidiaries and associates
Profit (loss) before income taxes
Income taxes - current
Profit (loss)

9

Millions of yen
1,097
964
132
309
298
11
167
111
45
10
274
0
184
12
172
90
41
48

REFERENCE MATERIALSFOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
Agenda items and reference materials
Item 1: Appropriation of Surplus
Proposed appropriation of surplus for the 100th term is as follows:
Year-end dividends
The Company considers the returning of profits to shareholders to be one of its most importanttasks.
As a basic policy, the Company has implemented a performance-related dividend policy underwhich the basic rate of dividends is 30% of the Company’s consolidated ordinary profit, withthe aim of sharing the effects of increased profits through a flexible profit-sharing scheme.
Additionally, 30% of the Company’s extraordinary income or losses that generate cash flow,such as gain on sale of securities and non-current assets, are added to the source of basic
dividend payments for future years to provide a stable, continuous dividend while
comprehensively taking into consideration the business environment and other matters such as
the necessity of bolstering of internal reserves.
1) Type of dividends to be paid
Dividends shall be paid in cash.
2) Amount of dividend per share and total amount of dividends to be allocatedTwo (2) yen shall be paid per common share of the Company as a dividend, which brings
the total amount of dividends to 64,281,130 yen.
3) Effective date of dividend payment
The effective date of dividend payment shall be June 30, 2023.

10

Item 2: Reduction of Legal Capital Surplus
To ensure the flexibility and mobility of future capital policy, the Company is requesting the
reduction of legal capital surplus, pursuant to the provisions of Article 448, Paragraph 1 of theCompanies Act, and transferring the same amount of the reduction to other capital surplus.
1. Description of the reduction of legal capital surplus
1) Account and amount to be reduced:
The legal capital surplus of 5,147,173,219 yen will be reduced by 2,000,000,000 yen.
2) Account and amount to be increased:
Other capital surplus will be increased by 2,000,000,000 yen.
2. Effective date of the reduction of legal capital surplus
August 1, 2023

11

Item 3: Election of Six (6) Directors
As the terms of office of all the current six (6) Directors will expire at the conclusion of thisOrdinary General Meeting of Shareholders, the Company is requesting electing six (6) Directors.
The candidates for Directors are as follows:
Candidatenumber1

Current position and responsibilities at the Company, and significant

Name

Tsukasa
Nabewari

concurrent occupations or positions at other organizations

Reappointment

Representative Director and President & CEO of the Company
in charge of DX, DAIDOH ENGAGEMENT and SDGs
in charge of Business Promotion in China and Asia
in charge of Real Estate Business and Overseas Business
Chairman and Representative Director of Brooks Brothers (Japan), Ltd.

2

KatsuoWatabeReappointment

Director and Executive Officer of the Company
in charge of Domestic Manufacturing Business Development and General
Manager, Domestic Manufacturing Business Development Officein charge of Chinese Manufacturing Business Operations
Chairman of DAIDOH LIMITED (CHINA) HOLDINGS CO., LTD.
Chairman of DAIDOH LIMITED INTERNATIONAL (SHANGHAI) CO.,LTD.

3

Keiichi
Shirokoda

New appointment

Executive Officer of the Company
Director of Brooks Brothers (Japan), Ltd.
Director of PONTETORTO S.p.A.

4

Hidetoshi
Hagiwara

New appointment

Executive Officer of the Company
President and Representative Director of DAIDOH FORWARD LTD.

5

Kazuyuki
Nishioka

Reappointment
External Director
Independent Officer

Director of the Company

6

Kensuke
NaritaReappointment
External Director
Independent Officer

Director of the Company
Councilor of Incorporated Educational Institution of Tanaka Chiyo Gakuen

12Candidate
Namenumber (date of birth)

1

Tsukasa
Nabewari(December 2,
1959)

Career summary, position and responsibilities at theCompany, and significant concurrent occupations or
positions at other organizations
April 1982
Joined the Company
April 2014
Director of NEWYORKER LTD.
(present DAIDOH FORWARD LTD.)
April 2017
Representative Director of
NEWYORKER LTD. (present
DAIDOH FORWARD LTD.)
Director of SHANGHAINEWYORKER CLOTHING SALES
CO., LTD.
June 2017
Executive Officer of the Company
January 2018
Executive Vice President andRepresentative Director of DAIDOHFORWARD LTD.
April 2019
President and Representative Directorof DAIDOH FORWARD LTD.
June 2019
Director and Executive Officer of theCompany
April 2020
Representative Director and President& CEO of the Company (current)
January 2021

April 2021
April 2022

April 2023

Number ofshares of theCompany held

11,100 shares

Chairman and Representative Directorof Brooks Brothers (Japan), Ltd.
(current)
In charge of DX, DAIDOHENGAGEMENT and SDGs (current)
In charge of Business Promotion in
China and Asia (current)
In charge of DAIDOH FORWARD
LTD.
In charge of Real Estate Business andOverseas Business (current)

Reasons for nomination as a candidate for Director:
As Representative Director and President & CEO, Mr. Tsukasa Nabewari isplaying appropriate roles of making important managerial decisions andsupervising execution of the Company’s business, and is promoting
establishment of earnings bases for the Group. In addition, he has held
responsible positions in the retail division of the clothing business and has
served as the representative director of DAIDOH FORWARD LTD, which
operates a clothing business and real estate & leasing business. He
possesses a wealth of experience and knowledge and has improved the
profitability of each business. His achievements qualify him to take a role inensuring the sustainable growth of the Company and enhancing its
corporate value in the medium to long term. Therefore, the Company
requests the reelection of Mr. Nabewari as Director.

13

Candidate
numberName(date of birth)

Career summary, position and responsibilities at theCompany, and significant concurrent occupations or
positions at other organizations
April 1980
Joined Jardin Co., Ltd. (present
DAIDOH FORWARD LTD.)
June 2013
Executive Officer and General
Manager, Production Management
Department of the Company
Chairman of DAIDOH JARDIN(MAANSHAN) CO., LTD.
April 2016
April 2017

2

Katsuo Watabe(July 21, 1957)

January 2018

June 2019

April 2020
January 2021
April 2023

Chairman and President of DAIDOH
LIMITED (SHANGHAI) CO., LTD.
President and Representative Directorof DAIDOH INTERNATIONAL LTD.
(present DAIDOH FORWARD LTD.)
Chairman and President of DAIDOH
LIMITED (CHINA) HOLDINGS CO.,LTD.
Chairman of DAIDOH LIMITEDINTERNATIONAL (SHANGHAI)
CO., LTD.
Executive Vice President andRepresentative Director of DAIDOHFORWARD LTD.
Director and Executive Officer of theCompany (current)
In charge of Manufacturing BusinessDirector of PONTETORTO S.p.A.
President and Representative Directorof Brooks Brothers (Japan), Ltd.
In charge of Domestic Manufacturing
Business Development and General
Manager, Domestic Manufacturing
Business Development Office (current)
In charge of Chinese Manufacturing
Business Operations (current)
Chairman of DAIDOH LIMITED(CHINA) HOLDINGS CO., LTD.
(current)
Chairman of DAIDOH LIMITEDINTERNATIONAL (SHANGHAI)
CO., LTD. (current)

14

Number ofshares of theCompany held

10,000 shares

Reasons for nomination as a candidate for Director:
As Director and Executive Officer, Mr. Katsuo Watabe is playing
appropriate roles in making important managerial decisions and supervising
execution of the Company’s business and has improved the profitability ofclothing business. In addition, Mr. Watabe held responsible positions inGroup companies, including those overseas. He possesses a wealth ofexperience and knowledge having held positions such as the representative
director of manufacturing subsidiaries and of a sales subsidiary. His
achievements qualify him to take a role in ensuring the sustainable growthof the Company and enhancing its corporate value in the medium to longterm. Therefore, the Company requests the reelection of Mr. Watabe as
Director.

15

Candidate
number3

Career summary, position and responsibilities at the
Number ofCompany, and significant concurrent occupations orshares of thepositions at other organizations
Company held
April 1990
Joined the Company
June 2013
General Manager, Accounting and
Finance Department of the Company
June 2018
Executive Officer of the Company(current)
6,000 shares
January 2021
Director of Brooks Brothers (Japan),Ltd. (current)
May 2023
Director of PONTETORTO S.p.A.
Keiichi(current)
Shirokoda
Reasons for nomination as a candidate for Director:(December 31, As an Executive Officer, Mr. Keiichi Shirokoda carries out an appropriate
1967)role in stabilizing the financial base and strengthening governance. As a
Director of Brooks Brothers (Japan), Ltd. of the Group, he promotes therecovery of the performance of the retail division and the improvement ofmanagement efficiency. He also has a wealth of experience and knowledge,
having served as the head of the Company’s Corporate Administration. His
achievements qualify him to take a role in ensuring the sustainable growthof the Company and enhancing its corporate value in the medium to longterm. Therefore, the Company requests the election of Mr. Shirokoda as a
new Director.

Name(date of birth)16

Candidate
numberName(date of birth)

4

Hidetoshi
Hagiwara(June 23,
1965)

Career summary, position and responsibilities at the
Number ofCompany, and significant concurrent occupations orshares of thepositions at other organizations
Company held
April 1989
Joined the Company
April 2014
Director of NEWYORKER LTD.
(present DAIDOH FORWARD LTD.)
June 2019
Executive Officer of the Company(current)
General Manager, Personnel
6,100 shares
Administration Office of the Company
January 2021
Director of Brooks Brothers (Japan),
Ltd.
April 2022
President and Representative Directorof DAIDOH FORWARD LTD.
(current)
Reasons for nomination as a candidate for Director:
As an Executive Officer, Mr. Hidetoshi Hagiwara carries out an appropriaterole in promoting the recovery of performance and the improvement ofmanagement efficiency of the clothing business. Serving as the President
and Representative Director of DAIDOH FORWARD LTD, he haspromoted the improvement of profitability of the clothing business and realestate & leasing business. He also has a wealth of experience andknowledge, having served as the head of the Company’s Corporate
Administration. His achievements qualify him to take a role in ensuring thesustainable growth of the Company and enhancing its corporate value in themedium to long term. Therefore, the Company requests the election of Mr.
Hagiwara as a new Director.

17

Candidate
number5

Name(date of birth)

Career summary, position and responsibilities at theCompany, and significant concurrent occupations or
positions at other organizations
April 1970
Joined Nagasakiya Co., Ltd.
March 2003
Director of Nagasakiya Co., Ltd.
June 2008
Director of Mainami Amusement Co.,Ltd.
June 2010
Director of Mainami Holdings Co.,Ltd.
Managing Director and COO of
Mainami Amusement Co., Ltd.
June 2016
External Director of the Company(current)

Number ofshares of theCompany held

1,100 shares

Kazuyuki
Reasons for nomination as a candidate for External Director and expected
Nishioka(November 17, roles:
Mr. Kazuyuki Nishioka has served as Director of other companies and has
1947)
considerable experience and achievements as well as a broad range ofknowledge in the business domain of the Company. He is qualified to take arole of External Director in ensuring the sustainable growth of the Company
and enhancing its corporate value in the medium to long term. Therefore,
the Company requests reelection of Mr. Nishioka as External Director. The
Company expects Mr. Nishioka to contribute to strengthening thesupervisory function of the Board of Directors and securing thetransparency of the management by giving opinion and advice beneficial tothe management of the Company and taking a supervisory role at the Boardof Directors from an independent standpoint.

18

Candidate
numberName(date of birth)

6

Kensuke
Narita(October 29,
1956)

Career summary, position and responsibilities at the
Number ofCompany, and significant concurrent occupations orshares of thepositions at other organizations
Company held
April 1981
Joined Nissha Printing Co., Ltd.
(currently Nissha Co., Ltd.)
June 2008
Vice President of Nissha Printing Co.,Ltd.
April 2010
Vice President and General Manager,
Information and Communication
Business Unit of Nissha Printing Co.,Ltd.
July 2015
Representative Director of Nissha
Printing Communications, Inc.
April 2017
Full-time Advisor of Nissha Printing- sharesCommunications, Inc.
June 2020
Director of Incorporated Educational
Institution of Tanaka Chiyo Gakuen
External Director of the Company(current)
April 2021
Managing Director of Incorporated
Educational Institution of Tanaka
Chiyo Gakuen
June 2023
Councilor of Incorporated Educational
Institution of Tanaka Chiyo Gakuen(current)
Reasons for nomination as a candidate for External Director and expectedroles:
Mr. Kensuke Narita has considerable experience and achievements as well
as a broad range of knowledge in the management, acquired throughactivities as a corporate manager of other companies. He is qualified to takea role of External Director in ensuring the sustainable growth of theCompany and enhancing its corporate value in the medium to long term.
Therefore, the Company requests the reelection of Mr. Narita as External
Director. The Company expects Mr. Narita to contribute to strengthening
the supervisory function of the Board of Directors and securing thetransparency of the management by giving opinion and advice beneficial tothe management of the Company and taking a supervisory role at the Boardof Directors from an independent standpoint.

19

Notes: 1. No special relationship exists between the Company and the above candidates.
2. Mr. Kazuyuki Nishioka and Mr. Kensuke Narita are candidates for External Directors.
3. Mr. Kazuyuki Nishioka is currently an External Director of the Company and will
have served as an External Director for seven (7) years at the conclusion of thisOrdinary General Meeting of Shareholders
4. Mr. Kensuke Narita is currently an External Director of the Company and will have
served as an External Director for three (3) years at the conclusion of this Ordinary
General Meeting of Shareholders.
5. The Company’s Articles of Incorporation provide that the Company may enter into acontract for limitation of liability with its External Directors. Pursuant to thisprovision, if Mr. Kazuyuki Nishioka and Mr. Kensuke Narita assume office as
Directors, the Company plans to continue said contract for limitation of liability witheach of them. Under said contract, the amount of liability for damages is up to theminimum liability amount provided by law.
6. Mr. Kazuyuki Nishioka and Mr. Kensuke Narita have been registered as independent
directors as set forth by the provisions of Tokyo Stock Exchange, Inc., and Nagoya
Stock Exchange, Inc. If their reelection as External Directors is approved, they willcontinue to be independent directors.
7. The Company shall enter into a directors and officers liability insurance contract, as
stipulated under Article 430-3, Paragraph 1 of the Companies Act, with an insurancecompany, designating all of its Directors as the insured. The contract shall coverpotential compensation for damages, litigation costs, etc. that the insured may incurin the course of performing their duties. Each candidate will be included as theinsured under this contract if they assume office. The Company plans to renew thecontract with the same terms and conditions at the time of the next renewal.

20

Item 4: Election of One (1) Corporate Auditor
Of the incumbent three (3) Corporate Auditors of the Company, the term of office of Mr.
Masakuni Takeda will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Therefore, the Company is requesting the election of one (1) Corporate Auditor.
The Board of Corporate Auditors has given its consent to this Item.
The candidate for Corporate Auditor is as follows:Name(date of birth)

Masakuni Takeda(May 9, 1956)

Career summary and position at the Company, andNumber ofsignificant concurrent occupations or positions at othershares of theorganizations
Company held
April 1984
Assistant Judge of Yokohama District Court
April 1986
Attorney-at-Law (Member of Daini Tokyo Bar- shares
Association)
June 2011
External Corporate Auditor of theCompany (current)
Reasons for nomination as a candidate for External Corporate Auditor:
Although Mr. Masakuni Takeda does not have experience in participating in
corporate management, his considerable experience and achievements and a broad
range of knowledge, which he acquired through his activities as an attorney-at-law
well versed in law, enable him to perform appropriate audits from an objective andindependent standpoint, and qualify him to take on a role in supervising themanagement and strengthening compliance. Therefore, the Company requests thereelection of Mr. Takeda as External Corporate Auditor.

Notes: 1. No special relationship exists between the Company and the above candidate.
2. Mr. Masakuni Takeda is a candidate for External Corporate Auditor.
3. Mr. Masakuni Takeda is currently External Corporate Auditor of the Company. At theconclusion of this Ordinary General Meeting of Shareholders, Mr. Takeda will have
served as an External Corporate Auditor for twelve (12) years.
4. The Company’s Articles of Incorporation provide that the Company may enter into acontract for limitation of liability with its Corporate Auditors. Pursuant to thisprovision, if Mr. Masakuni Takeda becomes External Corporate Auditor, theCompany plans to continue said contract for limitation of liability with him. Under
said contract, the amount of liability for damages is up to the minimum liability
amount provided by law.
5. The Company has registered Mr. Masakuni Takeda as an independent auditor as set
forth by the provisions of Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange,
Inc. If his reappointment is approved, he will continue to be an independent auditor.
6. The Company shall enter into a directors and officers liability insurance contract, as
stipulated under Article 430-3, Paragraph 1 of the Companies Act, with an insurancecompany, designating all of its Corporate Auditors as the insured. The contract shallcover potential compensation for damages, litigation costs, etc. that the insured may
incur in the course of performing their duties. Candidates will be included as theinsured under this contract if they assume office. The Company plans to renew thecontract with the same terms and conditions at the time of the next renewal.

21

Item 5: Election of Two (2) Corporate Auditor Substitutes
The effect of the election of Mr. Kensuke Kashima and Mr. Akito Takahashi, who were elected
Corporate Auditor substitutes at the 98th Ordinary General Meeting of Shareholders held on
June 29, 2021, shall expire at the beginning of the Ordinary General Meeting of Shareholders
pertaining to the last fiscal year ending within two years of their election, as stipulated in Article
30, Paragraph 2 of the Company’s Articles of Incorporation. To prepare for a potential shortfallin the number of Corporate Auditors below the minimum limit stipulated by laws andregulations or the Articles of Incorporation, the Company requests the election of Mr. Kiyokazu
Naito as a substitute for Full-time Corporate Auditor and Mr. Akito Takahashi as a substitute forExternal Corporate Auditor.
The Board of Corporate Auditors has given its consent to this Item.
The candidates for Corporate Auditor substitutes are as follows:
Candidatenumber1

Career summary and position at the Company, andNumber ofsignificant concurrent occupations or positions atshares of theother organizations
Company held
April 1986
Joined the Company
March 2016
General Manager, Public Relations
Office of the Company
April 2019
Executive Officer and General
Manager of Management Planning
8,100 shares
Office of the Company
October 2021
Internal Auditor, Internal Audit Officeof the Company (current)
August 2022
Assistant Corporate Auditor of theCompany(current)
Kiyokazu
Reasons for nomination as a candidate for Full-time Corporate Auditor
Naito(April 4, 1963) substitute:
Mr. Kiyokazu Naito has held responsibility for the Management Planning
Department and Public Relations Department as an Executive Officer, andhas worked to enhance the corporate value in the medium to long term. He
currently serves as an Internal Auditor and Assistant Corporate Auditor, andhas extensive experience and achievements, as well as a broad knowledge
and insight related to the Company’s business domain. His experience andachievements qualify him to conduct appropriate audits from an objective
standpoint and take a role in strengthening supervision and compliance ofthe management. Therefore, the Company requests the election of Mr. Naito
as Full-time Corporate Auditor substitute.
Name(date of birth)22

Candidate
numberName(date of birth)

2

Akito
Takahashi(March 30,
1975)

Career summary and position at the Company, andNumber ofsignificant concurrent occupations or positions atshares of theother organizations
Company held
April 2000
Attorney (registered with Daini Tokyo
Bar Association)
April 2005
Registered as attorney in the state of
New York
December 2015 Outside Director of ACK Group Co.,- sharesLtd. (present Oriental Consultants
Holdings Company Limited) (current)
February 2018
Outside Director (Audit & Supervisory
Committee Member) of OSG
Corporation (current)
Reasons for nomination as a candidate for External Corporate Auditor
substitute:
Mr. Akito Takahashi has never been involved in corporate management
except as outside director, but he is capable of conducting appropriate audits
from an objective standpoint based on the considerable experience andachievements, as well as a broad range of knowledge and insight, that hedeveloped as an attorney versed in law. His experience and achievements
qualify him to take a role in strengthening supervision and compliance ofthe management. Therefore, the Company requests the election of Mr.
Takahashi as External Corporate Auditor substitute.

Notes: 1. No special relationship exists between the Company and the above candidates.
2. The Company’s Articles of Incorporation provide that the Company may enter into acontract for limitation of liability with its Corporate Auditors. Pursuant to thisprovision, if the number of Corporate Auditors falls below the statutory minimum andthe above candidates assume office as Corporate Auditors, the Company plans toenter into said contracts for limitation of liability with the full-time Corporate Auditor
and External Corporate Auditor. Under said contract, the amount of liability fordamages is up to the minimum liability amount provided by law.

3. Mr. Akito Takahashi fulfills the requirements for independent auditors as set forth
by the provisions of Tokyo Stock Exchange, Inc., and Nagoya Stock Exchange,
Inc. The Company plans to register him as an independent auditor if he assumes
office as External Corporate Auditor.
4. If the above candidates assume office as Corporate Auditors, the Company shallenter into a directors and officers liability insurance contract, as stipulated under
Article 430-3, Paragraph 1 of the Companies Act, with an insurance company,
designating its Corporate Auditors as the insured. The contract shall coverpotential compensation for damages, litigation costs, etc. that the insured may
incur in the course of performing their duties and they will be included as theinsured under this contract.

23

Item 6: Election of Accounting Auditor
EY Ernst & Young ShinNihon LLC, the Company’s Accounting Auditor, will retire upon the
conclusion of this Ordinary General Meeting of Shareholders due to the expiration of its term ofoffice. Therefore, based on the decision of the Board of Corporate Auditors, the Company isrequesting electing a new Accounting Auditor.
The Board of Corporate Auditors has nominated TOHO Audit Corporation as a candidate for the
position of Accounting Auditor of the Company, because, in addition to the expectation that thisfirm will bring a new perspective in its auditing, the Board of Corporate Auditors has
comprehensively considered the expertise, independence, professional ethics, quality control
system, and level of audit fees of the said audit firm and has determined that the firm is suitable
as an Accounting Auditor of the Company.
The candidate for Accounting Auditor is as follows:(As of March 31,2023)
Name

TOHO Audit Corporation

OfficeMatsushita Building 6F, 3-2 Kanda Ogawamachi 3-chome, Chiyoda-ku,
Tokyo
Established in March 1979

History
Summary

Number of companies
involved<Investments in capital><Personnel Composition>

88 companies

24

22 million yen
Representative & partners:
Certified Public Accountants:
Other:
Total:

1540
11
66 persons

(Reference) The skill matrix of the Directors and Auditors, in the event that Proposals 3 and 4 areapproved at this Ordinary General Meeting of Shareholders, is as follows:

Tsukasa Nabewari

Representative Director and President& CEO

Katsuo Watabe

Director and Senior Executive Officer
Director and Executive Officer

Hidetoshi Hagiwara

Director and Executive Officer

Kazuyuki Nishioka

External Director

Kensuke Narita

External Director

Kanai Tozawa

Full-time Corporate Auditor

Masakuni Takeda

External Corporate Auditor

Maako Kido

External Corporate Auditor

Note:

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The above contents are not an exhaustive indication of each candidate’s insights and experience.

25

ESG, Sustainability,
Diversity●●●●

International Experience
Overseas Business

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IT
Digital●●Legal
Risk Management●●●

Finance and Accounting

at the Company

Retail, Sales, Marketing

Current position and responsibilities

Keiichi Shirokoda

AuditorDirector

Name

Company Management
Corporate Strategy

Knowledge and experience expected of Directors and Auditors●●●●●