Securities Code 4668
October 31, 2022

To All Shareholders With Voting Rights

Kazuhito Yamashita
President and Representative Director
MEIKO NETWORK JAPAN CO., LTD.
7-20-1 Nishi-Shinjuku, Shinjuku Ward, Tokyo, JapanNOTICE OF THE 38TH ANNUAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Please be informed that the 38th Annual Meeting of Shareholders of MEIKO NETWORK JAPAN CO.,LTD. (hereinafter the “Company”) shall be held as described below.
Ensuring the safety of shareholders is the Company’s top priority. Therefore, in order to preventthe spread of COVID-19, all shareholders are encouraged to exercise their voting rights beforehand inwriting or via the Internet, etc. Please review the Reference Documents for the Annual Meeting of
Shareholders, and cast your vote by 6:00 p.m. on Thursday, November 17, 2022 Japan time.
1.
2.

Date and Time:
Place:

3.

Agenda of the Meeting:
Matters to be reported:

Friday, November 18, 2022 at 10:00 a.m.
“Century Room,” B1 floor, Hyatt Regency Tokyo
2-7-2 Nishi-Shinjuku, Shinjuku Ward, Tokyo, Japan
1.

2.
Proposals to be resolved:
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:
Proposal No. 4:
Proposal No. 5:
Proposal No. 6:

Business Report, Consolidated Financial Statements for the 38th term (fromSeptember 1, 2021 to August 31, 2022) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements
Non-consolidated Financial Statements for the Company’s 38th term (fromSeptember 1, 2021 to August 31, 2022)

Partial Amendments to the Articles of Incorporation
Election of Five (5) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Election of Four (4) Directors Who Are Audit and Supervisory Committee
Members
Determination of Amount of Compensation, etc. for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members)
Determination of Amount of Compensation, etc. for Directors Who Are Audit
and Supervisory Committee Members
Determination of Amount and Details of Performance-Based Stock
Compensation, etc. for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members and Outside Directors)◎ As seats will be placed a distance apart, there will be a limited number of seats available. Therefore, some attendees may be refused entry on
the day. Your kind understanding on this matter is appreciated.
◎ Shareholders attending the meeting are kindly requested to submit the enclosed Voting Right Exercise Form to the reception at the venue.
◎ Of the documents to be presented along with this Notice, “Notes to Consolidated Financial Statements” and “Notes to Non-consolidated
Financial Statements” are posted on the Company’s website (https://www.meikonet.co.jp) in accordance with laws and regulations, as well
as Article 15 of the Company’s Articles of Incorporation, and are therefore not included in this Notice. They are included in the Business
Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements, which were audited by Corporate Auditors
in the preparation of the audit report, and by the Accounting Auditor in the preparation of the accounting audit report.
◎ If there are any changes to the Reference Documents for the Annual Meeting of Shareholders, Business Report, Consolidated Financial
Statements or Non-consolidated Financial Statements, changes on the matters shall be posted on the Company’s website(https://www.meikonet.co.jp).
◎ If a voting right is exercised in duplicate by the same shareholder through writing and electromagnetic means, the Company shall treat thelatter as valid. In addition, if an exercise of voting right through electromagnetic means was conducted for multiple times, and if there areconflicting votes to the same proposal, the last exercise of voting right through electromagnetic means shall be treated as valid.

1How to Exercise Your Voting Rights, etc.
Exercise of Voting Rights in Writing
Please indicate your approval or disapproval for each proposal, and send us your response.
For each proposal, if there is no indication of an approval or disapproval, the vote shall be treated as an
approval.
To be received by the Company by Thursday, November 17, 2022 at 6:00 p.m.
Exercise of Voting Rights via the Internet
Please access the following website for exercising voting rights and exercise your voting rights.
https://www.web54.net
Thursday, November 17, 2022 at 6:00 p.m.

Inquiries (Toll-free number)
Transfer Agency Web Support Service, Sumitomo Mitsui Trust Bank, Limited
Telephone number: 0120-652-031 (available from 9:00 a.m. to 9:00 p.m.)

Exercise of Voting Rights by Attending Meeting in Person
Please submit the enclosed Voting Right Exercise Form to the reception at the venue.
Please bring this Notice with you on the day.
Friday, November 18, 2022 at 10:00 a.m.
Exercising voting rights is easy with “smart exercising.”
You can exercise your voting rights simply by using your smartphone to read the QR code on the
Voting Right Exercise Form.
*1*2

Depending on the type of device used, the internet connection, etc., there may be cases where this service is unavailable.
After the first login, an ID and password will be required.

For Institutional Investors
For shareholders whose names are listed on the shareholder register such as management trust banks(including the standing proxy), institutional investors can use an electronic platform run by ICJ, Inc.
for the exercise of voting rights, subject to prior application and registration.
Measures to Prevent the Spread of COVID-19
From the perspective of preventing the spread of COVID-19, for this year’s Annual Meeting of
Shareholders, all shareholders are encouraged to exercise their voting rights in advance.
Depending on the situation going forward, if any major changes are made to the operations, etc. of theAnnual Meeting of Shareholders, the changes shall be posted on the Company’s website.
https://www.meikonet.co.jp
2Reference Documents for the Annual Meeting of Shareholders
Proposals and References
Proposal No. 1

Partial Amendments to the Articles of Incorporation

1. Reasons for the Proposal(1) The Company seeks to make a transition from a company with a board of corporate auditors to a company with anaudit and supervisory committee, with the aim to further enhance its corporate governance and improve its
corporate value by strengthening its audit and supervisory functions through the exercise of voting rights by
Directors who are Audit and Supervisory Committee members at the Board of Directors as well as enabling speedy
decision-making and business execution through the delegation of authority from the Board of Directors to
Directors. To effect this transition, the Company proposes to make changes necessary for the transition to acompany with an audit and supervisory committee, including the establishment of new provisions concerning
Directors who are Audit and Supervisory Committee members and the Audit and Supervisory Committee, and thedeletion of provisions concerning Corporate Auditors and the Board of Corporate Auditors. In addition, theCompany will make necessary changes such as correction of wording following the changes described above.
(2) The “Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts” (Act No.
70 of 2021) was enforced on June 16, 2021, enabling listed companies, subject to certain requirements, to hold ageneral meeting of shareholders without a designated location (hereinafter a “virtual-only general meeting ofshareholders”), as long as it is stipulated to that effect in their articles of incorporation.
Therefore, the Company proposes to add Article 12, Paragraph 2 in the amended Articles of Incorporation so that avirtual-only general meeting of shareholders can be held when the Board of Directors determines that it is not
appropriate to hold a general meeting of shareholders with a designated location.
In connection with this change, the Company has received confirmation from the Minister of Economy, Trade andIndustry and the Minister of Justice that the above requirements stipulated by the Ordinance of the Ministry of
Economy, Trade and Industry and the Ordinance of the Ministry of Justice have been met.
(3) The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the “Act Partially
Amending the Companies Act” (Act No. 70 of 2019) were enforced on September 1, 2022, introducing the systemfor electronic provision of materials for general meetings of shareholders. Accordingly, the Company proposes toestablish a new provision concerning measures for electronic provision and a provision to limit the scope of thematters to be included in the paper copy to be sent to shareholders who have requested it, delete the provisions
related to the Internet disclosure and deemed provision of the reference documents for the general meeting ofshareholders, etc., and establish new supplementary provisions for transitional measures.
(4) In addition, the Company will make necessary amendments such as changes to the numbering of its Articles ofIncorporation and correction of wording following the respective changes described above.

32. Details of the Amendments
The details of the amendments are as follows.
The amendments to the Articles of Incorporation pertaining to this proposal shall come into force at the conclusionof this Annual Meeting of Shareholders. Additionally, the amendments to the Articles of Incorporation associatedwith the introduction of the system for electronic provision of materials for general meetings of shareholders in 1.
(3) above shall come into force pursuant to the supplementary provisions on transitional measures.
(Amended parts are underlined)

Current Articles of Incorporation

Proposed Amendments

CHAPTER I. GENERAL PROVISIONSCHAPTER I. GENERAL PROVISIONS

Article 1. to 3.

(Omitted)

Article 1. to 3.

(Unchanged)(Organization)
Article 4. The Company shall have the following bodies in
addition to the general meeting of shareholders andDirectors.
1. Board of Directors
2. Corporate Auditors
3. Board of Corporate Auditors
4. Accounting Auditor(Organization)
Article 4. The Company shall have the following bodies in
addition to the general meeting of shareholders andDirectors.
1. Board of Directors
2. Audit and Supervisory Committee(Deleted)
3. Accounting Auditor

Article 5.

Article 5.

(Omitted)
CHAPTER II. SHARESArticle 6. to 11.

(Omitted)(Unchanged)
CHAPTER II. SHARESArticle 6. to 11.

(Unchanged)

CHAPTER III. GENERAL MEETING OF SHAREAHOLDERS

CHAPTER III. GENERAL MEETING OF SHAREAHOLDERS(Convocation)
Article 12.

(Convocation)
Article 12.
(Unchanged)
2. If the Board of Directors determines that it is not
appropriate to hold a general meeting of shareholders
with a designated location in the interests ofshareholders, the general meeting of shareholders of theCompany may be held without a designated location.

Article 13. to 14.

(Omitted)(Newly established)(Omitted)(Internet Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, etc.)
Article 15. The Company may, when convening a general meetingof shareholders, deem that it has provided information
to shareholders pertaining to matters to be described orindicated in the reference documents for the general
meeting of shareholders, business report, nonconsolidated financial statements, and consolidated
financial statements, by disclosing such information
through the internet in accordance with the provisions
provided in the Ordinance of the Ministry of Justice.

Article 13. to 14.

(Unchanged)(Deleted)4

Reference Documents for the Annual Meeting of Shareholders

Article 16. to 17.

Current Articles of Incorporation

Proposed Amendments(Newly established)(Measures for Electronic Provision, etc.)
Article 15. The Company shall, when convening a general meetingof shareholders, provide information contained in thereference documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided electronically, theCompany may choose not to include all or part of thematters stipulated in the Ordinance of the Ministry ofJustice in the paper copy to be sent to shareholders who
have requested it by the record date for voting rights.

(Omitted)

CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS(Number of Directors)
Article 18. The number of Directors of the Company shall not
exceed ten (10).
(Newly established)(Election)
Article 19. Directors shall be elected at a general meeting ofshareholders.
2.
3.

(Omitted)(Omitted)(Dismissal)
Article 20. Directors may be dismissed by a resolution of a general
meeting of shareholders.

2.

(Omitted)(Terms of Office)
Article 21. The terms of office of Directors shall expire at the closeof the annual meeting of shareholders relating to the last
fiscal year ending within one (1) year after theirelection.
(Newly established)

5

Article 16. to 17.

(Unchanged)

CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS(Number of Directors)
Article 18. The number of Directors (excluding Directors who are
Audit and Supervisory Committee members) of theCompany shall not exceed ten (10).
2. The number of Directors who are Audit andSupervisory Committee members of the Company shallnot exceed five (5).
(Election)
Article 19. Directors shall be elected at a general meeting ofshareholders by separating Directors who are Audit andSupervisory Committee members from other Directors.
2.
(Unchanged)
3.
(Unchanged)(Dismissal)
Article 20. Directors may be dismissed by a resolution of a general
meeting of shareholders by separating Directors who
are Audit and Supervisory Committee members fromother Directors.
2.
(Unchanged)(Terms of Office)
Article 21. The terms of office of Directors (excluding Directors
who are Audit and Supervisory Committee members)
shall expire at the close of the annual meeting ofshareholders relating to the last fiscal year ending
within one (1) year after their election.
2. The terms of office of Directors who are Audit andSupervisory Committee members shall expire at theclose of the annual meeting of shareholders relating to
the last fiscal year ending within two (2) years after
their election.

Current Articles of Incorporation(Newly established)

Proposed Amendments
3.

The term of office of a Director who is an Audit andSupervisory Committee member elected to fill avacancy created by the resignation of a Director who is
an Audit and Supervisory Committee member before
the end of his/her term of office shall expire when theterm of office of the resigned Director who is an Audit
and Supervisory Committee member would have
expired.

(Convocation of the Board of Directors Meetings)
Article 22.
(Omitted)
2.
(Omitted)
3. A notice for convening a Board of Directors meetingshall be given to each Director and Corporate Auditor
no later than three (3) days prior to the date of themeeting; however, in the case of an emergency, thisperiod may be shortened.
4. A meeting of the Board of Directors may be held
without taking the convocation procedures with theconsent of all Directors and Corporate Auditors.

(Convocation of the Board of Directors Meetings)
Article 22.
(Unchanged)
2.
(Unchanged)
3. A notice for convening a Board of Directors meetingshall be given to each Director no later than three (3)days prior to the date of the meeting; however, in thecase of an emergency, this period may be shortened.

(Representative Directors and Directors with Title)
Article 23. The Board of Directors shall, by its resolution, appoint
Representative Directors.

(Representative Directors and Directors with Title)
Article 23. The Board of Directors shall, by its resolution, appoint
Representative Directors from among Directors(excluding Directors who are Audit and Supervisory
Committee members).
2. The Board of Directors may appoint by resolution one(1) Chairman and Director, one (1) Vice Chairman and
Director, one (1) President and Director, several Vice
President and Directors, Senior Managing Directors andManaging Directors, from among Directors (excluding
Directors who are Audit and Supervisory Committee
members).

2.

The Board of Directors may appoint by resolution one(1) Chairman and Director, one (1) Vice Chairman and
Director, one (1) President and Director, several Vice
President and Directors, Senior Managing Directors andManaging Directors.

(Newly established)

Article 24. to 25.

(Omitted)4.

A meeting of the Board of Directors may be held
without taking the convocation procedures with theconsent of all Directors.

(Delegation of Decision-making Authority on the Execution ofImportant Business)
Article 24. Pursuant to the provisions of Article 399-13, Paragraph
6 of the Companies Act, the Board of Directors may, by
its resolution, delegate to Directors all or part ofdecision-making authority regarding the execution ofimportant business (excluding the matters set forth ineach item of Article 399-13, Paragraph 5 of theCompanies Act).
Article 25. to 26.

(Unchanged)

6Reference Documents for the Annual Meeting of Shareholders
Current Articles of Incorporation

Proposed Amendments(Compensation, etc.)(Compensation, etc.)
Article 27. Compensation, bonus, and other property benefits
Article 26. Compensation, bonus, and other property benefits
Directors receive from the Company as consideration for
Directors receive from the Company as consideration
the execution of their duties (hereinafter referred to as
for the execution of their duties shall be determined by“compensation, etc.”) shall be determined by a resolutiona resolution of a general meeting of shareholders byof a general meeting of shareholders.
separating Directors who are Audit and Supervisory
Committee members from other Directors.
Article 27.

7(Omitted)

Article 28.

(Unchanged)

CHAPTER V. CORPORATE AUDITORS AND BOARD OF
CORPORATE AUDITORS(Deleted)(Number of Corporate Auditors)
Article 28. The number of Corporate Auditors of the Company shallnot exceed five (5).

(Deleted)(Election)
Article 29. Corporate Auditors shall be elected at a general meetingof shareholders.
2. The resolution for the election of Corporate Auditors
shall require the presence of shareholders representing atleast one-third (1/3) of the voting rights of theshareholders who may exercise voting rights and amajority vote thereof.

(Deleted)(Dismissal)
Article 30. Corporate Auditors may be dismissed by a resolution ofa general meeting of shareholders.
2. The dismissal of Corporate Auditors shall require thepresence of shareholders representing at least one-third(1/3) of the voting rights of the shareholders who may
exercise voting rights and at least two-thirds (2/3) of
their voting rights.

(Deleted)(Terms of Office)
Article 31. The terms of office of Corporate Auditors shall expire at
the close of the annual meeting of shareholders relating
to the last fiscal year ending within four (4) years after
the election.
2. The term of office of a Corporate Auditor elected to fill avacancy created by the resignation of a Corporate
Auditor before the end of his/her term of office shall
expire when the term of office of the resigned Corporate
Auditor would have expired.

(Deleted)

Current Articles of Incorporation

Proposed Amendments(Full-time Corporate Auditors)
Article 32. The Board of Corporate Auditors shall, by its resolution,
appoint full-time Corporate Auditors.

(Deleted)(Convocation of the Board of Corporate Auditors Meetings)
Article 33. A notice for convening a Board of Corporate Auditors
meeting shall be given to each Corporate Auditor no later
than three (3) days prior to the date of the meeting; however,in the case of an emergency, this period may be shortened.
2. A meeting of the Board of Corporate Auditors may be held
without taking the convocation procedures with the consent
of all Corporate Auditors.

(Deleted)(Regulations of the Board of Corporate Auditors)
Article 34. Matters concerning the Board of Corporate Auditors shall begoverned by the regulations of the Board of Corporate
Auditors established by the Board of Corporate Auditors, inaddition to laws and regulations and these Articles ofIncorporation.

(Deleted)(Compensation, etc.)
Article 35. Compensation, etc. for Corporate Auditors shall be
determined by a resolution of a general meeting ofshareholders.

(Deleted)(Exemption from Liability of Corporate Auditors)
Article 36. Pursuant to the provisions of Article 426, Paragraph 1 of theCompanies Act, the Company may, by a resolution of theBoard of Directors, exempt Corporate Auditors (including
those who were Corporate Auditors) from liability fordamages arising from negligence in the performance of
his/her duties, to the extent permitted by laws andregulations.
2. Pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act, the Company may enter into an agreementwith each of the Corporate Auditors that limits any liability
for damages arising from negligence in the performance of
his/her duties, provided, however, that the limit of theliability shall be an amount set by laws and regulations.

(Deleted)(Newly established)

CHAPTER V. AUDIT AND SUPERVISORY COMMITTEE(Newly established)(Full-time Audit and Supervisory Committee Members)
Article 29. The Audit and Supervisory Committee may, by its
resolution, appoint full-time Audit and Supervisory
Committee members.

8

Reference Documents for the Annual Meeting of Shareholders
Current Articles of Incorporation

Proposed Amendments(Newly established)(Convocation of the Audit and Supervisory Committee Meetings)
Article 30. A notice for convening an Audit and Supervisory
Committee meeting shall be given to each Audit andSupervisory Committee member no later than three (3)days prior to the date of the meeting; however, in thecase of an emergency, this period may be shortened.
2. A meeting of the Audit and Supervisory Committee
may be held without taking the convocation procedureswith the consent of all Audit and Supervisory
Committee members.

(Newly established)(Regulations of the Audit and Supervisory Committee)
Article 31. Matters concerning the Audit and Supervisory
Committee shall be governed by the regulations of the
Audit and Supervisory Committee established by the
Audit and Supervisory Committee, in addition to laws
and regulations and these Articles of Incorporation.

CHAPTER VI. ACCOUNTSCHAPTER VI. ACCOUNTS

Article 37. to 40.

(Omitted)

Supplementary Provisions
Article 1.

The preparation, keeping, and other administrative tasksof the Company’s registry of lost share certificates shallbe entrusted to the administrator of the shareholder
register and shall not be handled by the Company.
(Newly established)

9

Article 32. to 35.

(Unchanged)

Supplementary Provisions(Deleted)(Exemption from Liability of Corporate Auditors)
Article 1. Pursuant to the provisions of Article 426, Paragraph 1of the Companies Act, the Company may, by aresolution of the Board of Directors, exempt Corporate
Auditors (including those who were Corporate
Auditors) from liability for damages arising fromnegligence in the performance of his/her duties prior tothe close of the 38th Annual Meeting of Shareholders,
to the extent permitted by laws and regulations.

Current Articles of Incorporation

Proposed Amendments(Newly established)(Transitional Measures for Electronic Provision, etc.)
Article 2. Article 15 (Internet Disclosure and Deemed Provisionof Reference Documents for the General Meeting of
Shareholders, etc.) of the Articles of Incorporation inplace prior to the amendments resolved at the 38th
Annual Meeting of Shareholders shall remain in force
with respect to a general meeting of shareholders to beheld on a date within six months from September 1,
2022, which is the date of enforcement of the amended
provisions stipulated in the proviso to Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(hereinafter referred to as the “Effective Date”).
2. This article shall be deleted after the lapse of six (6)months from the Effective Date or the lapse of three (3)months from the date of the general meeting ofshareholders set forth in the preceding paragraph,
whichever is later.

10

Reference Documents for the Annual Meeting of Shareholders

Proposal No. 2

Election of Five (5) Directors (Excluding Directors Who Are Audit
and Supervisory Committee Members)

If Proposal No. 1 “Partial Amendments to the Articles of Incorporation” is approved and passed as originally proposed, theCompany will make the transition to a company with an audit and supervisory committee. Furthermore, all six (6) Directors
will retire due to the expiration of their terms of office when the amendments to the Articles of Incorporation become effective.
Accordingly, the election of five (5) Directors (excluding Directors who are Audit and Supervisory Committee members; thesame shall apply hereinafter in this proposal) after the transition to a company with an audit and supervisory committee is
proposed.
This proposal, however, can only take effect on condition that the amendments to the Articles of Incorporation in Proposal
No. 1 “Partial Amendments to the Articles of Incorporation” take effect.
The candidates are as follows:

No.

11

Name

Position in the Company

Number of
Board of Directors
years inmeetings attendance
office1

Hirotake Watanabe

Reappointment

Chairperson and
Director

38 years

100%(18/18 times)

2

Kazuhito Yamashita

Reappointment

President andRepresentative
Director

15 years

100%(18/18 times)

3

Kotaro Okamoto

Reappointment

Senior Managing
Director

2 years100%(18/18 times)

4

Dai Komiyama

Reappointment

Director

2 years100%(18/18 times)

5

Yasutada Taniguchi

-

-

Newly
appointed

Executive Officer

No.

1

Hirotake Watanabe (Date of birth: Sept. 19, 1942)

Number of the Company’s shares held

1,714,100 shares
Board of Directors meetings attendance
100% (18/18 times)

Reappointment■ Brief personal record, position, responsibilities and important concurrent posts

Sept. 1984:
Established the Company, Director of the Company
May 1985:
President and Representative Director
Nov. 2015:
Chairperson and Representative Director
Nov. 2018:
Chairperson and Director (present)[Important concurrent posts]
Representative Director of MEIKO KYOIKU KENKYUJO (Public
Interest Incorporated Foundation)■ Reasons for selection as a candidate for Director

Mr. Hirotake Watanabe has been leading the management of theCompany as Representative Director since the Company was founded in
September 1984. He has made contribution to the enhancement ofcorporate value of the Company mainly by opening Meikogijuku franchise
individual tutoring cram schools nationwide.
The Company expects that based on his philosophy as a founder andstrong leadership, he will be able to continue contributing to further growthof the Company and the enhancement of corporate value, and therefore
proposes the reelection of the candidate as Director of the Company.

12

Reference Documents for the Annual Meeting of ShareholdersNo.

2Kazuhito Yamashita (Date of birth: Dec. 7, 1959)

Number of the Company’s shares held

32,000 shares
Board of Directors meetings attendance
100% (18/18 times)

Reappointment■ Brief personal record, position, responsibilities and important concurrent posts

Mar. 2007:
Nov. 2007:
Nov. 2008:
Sept. 2012:

Joined the Company
Director
Managing Director
General Manager, Kobetsu School BusinessIn charge of Soccer School Business Division, incharge of Meiko Kids Business Division and in
charge of Business Development Division
Jul. 2013: General Manager, Business Development
Headquarters
Sept. 2014: General Manager, Meikogijuku Business
Headquarters (present)
In charge of FC Business Development DivisionNov. 2014: Senior Managing Director
Nov. 2015: Vice President and Director
Nov. 2018: President and Representative Director (present)[Important concurrent posts]
Councilor of MEIKO KYOIKU KENKYUJO (Public Interest
Incorporated Foundation)■ Reasons for selection as a candidate for Director

Mr. Kazuhito Yamashita has abundant knowledge and experience
accumulated as a corporate manager. As the candidate has been
substantially contributing to the enhancement of corporate value of theCompany as President and Representative Director, the Company has
determined that he will lead the overall management of the Company going
forward, and therefore proposes the reelection of the candidate as Directorof the Company.

13

No.

3

Kotaro Okamoto (Date of birth: October 31, 1970)

Number of the Company’s shares held

3,400 shares
Board of Directors meetings attendance
100% (18/18 times)

Reappointment■ Brief personal record, position, responsibilities and important concurrent posts

Sept. 1995:
Apr. 2002:
Apr. 2004:

Joined Nissho Motors Co. Ltd. (ONIX)
Director of Nissho Motors Co. Ltd.
President and Representative Director of NisshoMotors Co. Ltd.
Feb. 2005: Joined Carlets Co., Ltd., President and Representative
Director
Jun. 2008: Joined Krispy Kreme Doughnuts Japan, Inc.,
Executive Officer and COO
Mar. 2012: President and Representative Director of Krispy
Kreme Doughnuts Japan, Inc.
Apr. 2017: Partner of GrowthPoint Equity LLP
Jul. 2020: Joined the Company, Counselor
Oct. 2020: Director of KOTOH & COMPANY CO., LTD(present)
Nov. 2020: Senior Managing Director (present)
Sept. 2021: General Manager, Kids Business Headquarters(present)
Apr. 2022: Director of Simple Inc. (present)[Important concurrent posts]
Director of KOTOH & COMPANY CO., LTD
Director of Simple Inc.
■ Reasons for selection as a candidate for Director

Mr. Kotaro Okamoto has a track record of managing three corporations
as President and Representative Director. In addition to his experience asa corporate manager, the candidate has abundant knowledge ofaccounting. The Company has determined that he will be able tocontribute to further growth of the Company and the enhancement ofcorporate value, and therefore proposes the reelection of the candidate as
Director of the Company.

14

Reference Documents for the Annual Meeting of Shareholders

No.

4

Dai Komiyama (Date of birth: October 19, 1975)

Number of the Company’s shares held

1,700 shares
Board of Directors meetings attendance
100% (18/18 times)

Reappointment■ Brief personal record, position, responsibilities and important concurrent posts

Oct. 2013:

President and Representative Director of MAXIS
Holdings Inc. (current MAXIS Education Inc.)
Nov. 2018: Joined the Company, Executive Officer, in charge ofAcademic Division
Oct. 2019: In charge of Cram School Development Headquarters
Apr. 2020: Deputy General Manager of Meikogijuku Business
Headquarters (present)
Chairperson and Representative Director of MAXIS
Education Inc. (present)
Aug. 2020: General Manager, Kobetsu School Business of theCompany
Nov. 2020: Director (present)[Important concurrent posts]
Chairperson and Representative Director of MAXIS Education Inc.
■ Reasons for selection as a candidate for Director

Mr. Dai Komiyama has abundant knowledge and experience offranchising business. The candidate also has abundant experience in andbroad insight into the education industry and the field of human resource
development. The Company expects that based on his abundant
experience and broad insight, he will be able to continue contributing tofurther enhancement of corporate value, and therefore proposes thereelection of the candidate as Director of the Company.

15

No.

5

Yasutada Taniguchi (Date of birth: Apr. 9, 1974)

Number of the Company’s shares held

1,000 shares
Board of Directors meetings attendance-

Newly appointed■ Brief personal record, position, responsibilities and important concurrent posts

Apr. 1998:

Joined Nippon Telegraph and Telephone Corporation(NTT)
Apr. 2004: Transferred to NTT Resonant Inc.
Nov. 2010: Transferred to NTT Communications Corporation
Mar. 2021: Joined the Company, General Manager of DX
Promotion OfficeJun. 2021: Executive Officer, General Manager of DX Promotion
OfficeJul. 2021: Executive Officer, General Manager of DX Strategy
Division (present)
Sept. 2021: Executive Officer, General Manager of Marketing
Department
Apr. 2022: Executive Officer, General Manager of Information
Systems Department
Jun. 2022: President Representative Director of Go Good Co., Ltd.
(present)[Important concurrent posts]
President Representative Director of Go Good Co., Ltd.
■ Reasons for selection as a candidate for Director

Mr. Yasutada Taniguchi has a profound knowledge of DX/IT as well as
digital marketing and abundant experience in transforming businessprocesses and business models through the acceleration of DX. The
Company has determined that he is an appropriate person to play a role inrealizing further growth of the Company and enhancement of corporate
value, and therefore selected him as a candidate for Director of theCompany.

16

Reference Documents for the Annual Meeting of Shareholders(Notes) 1. None of the candidates for Directors have special conflict of interest with the Company.
2. The Company has entered into a directors and officers liability insurance contract with an insurance company, which covers
Directors as the insured persons, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers
damages and litigation expenses to be borne by the insureds in the event that a claim for damages is made against the insured due
to an act (including omission) committed by the insured in his/her capacity as a director or officer of the Company. The insurance
premiums are fully borne by the Company. The candidates for Directors will be insured by the insurance contract upon theapproval on their appointment. The Company plans to renew the insurance contract with the same terms and conditions during
their terms of office.

17

Proposal No. 3

Election of Four (4) Directors Who Are Audit and Supervisory
Committee Members

If Proposal No. 1 “Partial Amendments to the Articles of Incorporation” is approved and passed as originallyproposed, the Company will make the transition to a company with an audit and supervisory committee. Accordingly,
the election of four (4) Directors who are Audit and Supervisory Committee members is proposed. Consent has beenobtained from the Board of Corporate Auditors for this proposal.
This proposal, however, can only take effect on condition that the amendments to the Articles of Incorporation in
Proposal No. 1 “Partial Amendments to the Articles of Incorporation” take effect.
The candidates are as follows:No.

1

Hiroshi Jinza (Date of birth: Nov. 22, 1956)

Number of the Company’s shares held

- shares

Apr. 1980:
Jul. 2004:

100% (18/18 times)

May. 2006:

100% (18/18 times)

Outside Director■ Brief personal record, position, responsibilities and important concurrent posts

Board of Directors meetings attendance

Board of Corporate Auditors meetings
attendance

Newly appointed

Feb. 2008:
Jan. 2010:
Jan. 2013:
Dec. 2020:
Mar. 2021:

Joined The Mitsubishi Bank, Ltd. (current MUFG
Bank, Ltd.)Manager, Los Angeles Branch of The Bank of TokyoMitsubishi, Ltd. (current MUFG Bank, Ltd.)
General Manager, Americas Planning Division,
Americas Group of The Bank of Tokyo-Mitsubishi
UFJ, Ltd. (current MUFG Bank, Ltd.)Manager, Marunouchi Branch of The Bank of TokyoMitsubishi UFJ, Ltd. (current MUFG Bank, Ltd.)
Executive Officer and General Manager, International
Division of ITOKI CORPORATIONManaging Executive Officer and General Manager,
International Group of ITOKI CORPORATION
Retired from ITOKI CORPORATION
Corporate Auditor (part-time) of the Company(present)■ Reasons for selection as a candidate for Outside Director who is an Audit andSupervisory Committee member and expected roles
Mr. Hiroshi Jinza has a wealth of experience and knowledge in banking,finance and corporate management gained from his long years of service atfinancial institutions, etc. In addition, expecting the candidate to duly
provide effective advice and opinion on important management issues of theCompany from a global perspective based on his working experienceoverseas, the Company has determined that the candidate will be capable ofenhancing audit effectiveness in the Company, along with monitoring overallmanagement, and thereby proposes the election of the candidate as Outside
Director who is an Audit and Supervisory Committee member.
Mr. Hiroshi Jinza will have served as Outside Corporate Auditor of theCompany for 1 year and 8 months at the conclusion of this Annual Meetingof Shareholders.

18Reference Documents for the Annual Meeting of ShareholdersNo.

2

Nanako Aono (Date of birth: Jan. 15, 1962)

Number of the Company’s shares held

- shares
Board of Directors meetings attendance
100% (18/18 times)
Board of Corporate Auditors meetings
attendance
100% (18/18 times)

Newly appointed

Outside Director■ Brief personal record, position, responsibilities and important concurrent posts

Apr. 1984:

Joined The Nikko Securities Co., Ltd. (current SMBC
Nikko Securities Inc.)
Nov. 1995: Joined ChuoAoyama Audit Corporation
Jul. 2002: Joined BUSICOM Co., Ltd. (current OAG
BUSICOM Co., Ltd.)Mar. 2005: Director of BUSICOM Co., Ltd.
Jun. 2008: Outside Corporate Auditor of DUSKIN CO., LTD.
May 2010: President and Representative Director of GEN Co.,
Ltd. (present)
Jun. 2017: Outside Corporate Auditor of MISUMI Group Inc.
(present)
Jun. 2019: Outside Corporate Auditor of Nippon Paper
Industries Co., Ltd. (present)
Mar. 2020: Outside Director of OPTEX GROUP CO., LTD.
(present)Mar. 2021: Corporate Auditor (part-time) of the Company(present)[Important concurrent posts]
President and Representative Director of GEN Co., Ltd.
Outside Corporate Auditor of MISUMI Group Inc.
Outside Corporate Auditor of Nippon Paper Industries Co., Ltd.
Outside Director of OPTEX GROUP CO., LTD.
■ Reasons for selection as a candidate for Outside Director who is an Audit andSupervisory Committee member and expected roles
Ms. Nanako Aono has extensive knowledge of finance and accounting
as a certified public accountant as well as a wealth of experience and broad
knowledge of corporate management. As such, the Company has
determined that the candidate will help ensure management transparency
and further strengthen corporate governance, and thereby proposes theelection of the candidate as Outside Director who is an Audit andSupervisory Committee member.
Ms. Nanako Aono will have served as Outside Corporate Auditor of theCompany for 1 year and 8 months at the conclusion of this Annual Meetingof Shareholders.

19

No.

3

Saiko Kumao (Date of birth: February 27, 1970)

Number of the Company’s shares held

- shares
Board of Directors meetings attendance
Board of Corporate Auditors meetings
attendance-

Newly appointed

Outside Director■ Brief personal record, position, responsibilities and important concurrent posts

Dec. 2017:

Left the Legal Training and Research Institute of theSupreme Court
Registered with Daiichi Tokyo Bar Association
Joined Legal Professional Corporation Legal Plus
Jun. 2018: Joined Shimamura Law and Accounting (present)
Mar. 2020: Outside Director (Audit and Supervisory Committee
Member) of The Sailor Pen Co., Ltd. (present)
Jun. 2021: Outside Director (Audit and Supervisory Committee
Member) of COLOWIDE CO., LTD. (present)
Jul. 2022: Outside Director (Audit and Supervisory Committee
Member) of Hamee Corp. (present)[Important concurrent posts]
Shimamura Law and Accounting
Outside Director (Audit and Supervisory Committee Member) of The
Sailor Pen Co., Ltd.
Outside Director (Audit and Supervisory Committee Member) of
COLOWIDE CO., LTD.
Outside Director (Audit and Supervisory Committee Member) of Hamee
Corp.
■ Reasons for selection as a candidate for Outside Director who is an Audit andSupervisory Committee member and expected roles
Ms. Saiko Kumao has expertise in corporate legal affairs as well as a
wealth of business experience from having served in roles in various
industries while preparing for her bar exam. She also has experience asa director who is an audit and supervisory committee member. The
Company has determined that, amid the growing importance ofbusiness administration incorporating ESG issues in corporate
management, she will be able to ensure management transparency andfurther strengthen corporate governance while contributing to theoperation of the Board of Directors based on her expertise and broad
perspective. The Company has therefore selected her as a candidate for
Outside Director who is an Audit and Supervisory Committee member.

20

Reference Documents for the Annual Meeting of ShareholdersNo.

4

Kanako Iwase (Date of birth: April 2, 1975)

Number of the Company’s shares held

- shares
Board of Directors meetings attendance
Board of Corporate Auditors meetings
attendance-

Newly appointed

Outside Director■ Brief personal record, position, responsibilities and important concurrent posts

Apr. 1998:
Sept. 2000:
Sept. 2005:
Mar. 2009:

Joined Pasona Inc.
Joined IQ Financial Systems (currently Infosys Japan)
Joined Korn Ferry International Japan Co., Ltd.
Established and President Representative Director of
Arusha Co., Ltd. (present)
Jun. 2019: Outside Director of Prestige International Inc. (present)[Important concurrent posts]
President Representative Director of Arusha Co., Ltd.
Outside Director of Prestige International Inc.
■ Reasons for selection as a candidate for Outside Director who is an Audit andSupervisory Committee member and expected roles
Ms. Kanako Iwase has an understanding of and abundant experience in
the SDGs and sustainability, which she has gained through providing
employment opportunities for refugees living in Japan to support their
independence and work experience opportunities for children in foster
homes, with the aim to solve social issues through business management.
She also shares a perspective that is in line with the Company’s vision of“extracting the potential in people.” The Company has determined that she
will be able to provide advice and suggestions to the Board of Directors,
drawing on her wide-ranging insight as a business manager, and has
therefore selected her as a candidate for Outside Director who is an Audit
and Supervisory Committee member.

21

(Notes) 1. None of the candidates have special conflict of interest with the Company.
2. The Company has concluded liability limitation agreements with Mr. Hiroshi Jinza and Ms. Nanako Aono as the Company’s
Outside Corporate Auditors based on the provisions of Article 427, Paragraph 1 of the Companies Act, for the purpose oflimiting the liability for damages as set out in Article 423, Paragraph 1 of the Act; provided, however, that the limit of theliability shall be an amount stipulated in Article 425, Paragraph 1 of the Act. If the appointment of Mr. Hiroshi Jinza and Ms.
Nanako Aono is approved, the Company plans to conclude a new agreement with the same terms and conditions as the above
agreement with them in their capacity as Outside Directors who are Audit and Supervisory Committee members. Furthermore,
the Company plans to enter into the same agreement with Ms. Saiko Kumao and Ms. Kanako Iwase upon the approval of their
appointment.
3. All of the candidates are candidates for Outside Directors. All candidates for Outside Directors are required to meet the election
criteria for independent outside officers set out by the Company, and all of the candidates meet all such criteria.
4. Mr. Hiroshi Jinza and Ms. Nanako Aono meet the requirements for independent officers based on the regulations of Tokyo Stock
Exchange, Inc. The Company has designated them as independent officers and registered them as such at Tokyo Stock Exchange,Inc.
5. Ms. Saiko Kumao and Ms. Kanako Iwase meet the requirements for independent officers based on the regulations of Tokyo
Stock Exchange, Inc. The Company plans to designate them as independent officers upon the approval of their appointment.
6. The Company has entered into a directors and officers liability insurance contract with an insurance company, which covers
Directors as the insured persons, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers
damages and litigation expenses to be borne by the insureds in the event that a claim for damages is made against the insured due
to an act (including omission) committed by the insured in his/her capacity as a director or officer of the Company. The insurance
premiums are fully borne by the Company. The candidates for Directors will be insured by the insurance contract upon theapproval on their appointment. The Company plans to renew the insurance contract with the same terms and conditions during
their terms of office.

22

Reference Documents for the Annual Meeting of Shareholders

Proposal No. 4

Determination of Amount of Compensation, etc. for Directors(Excluding Directors Who Are Audit and Supervisory Committee
Members)

At the 22nd Annual Meeting of Shareholders held on November 22, 2006, it was resolved that the maximum amount ofcompensation, etc. for Directors of the Company shall be 300 million yen per year (including officer bonuses but excluding
employee salaries).
If Proposal No. 1 “Partial Amendments to the Articles of Incorporation” is approved and passed as originally proposed, theCompany will make the transition to a company with an audit and supervisory committee. Accordingly, the Company seeks
approval to set the maximum amount of compensation, etc. for Directors (excluding Directors who are Audit and Supervisory
Committee members; the same shall apply hereinafter in this proposal), after the transition to a company with an audit andsupervisory committee, at 300 million yen per year, based on recent economic conditions and other circumstances. Approval isalso sought to grant the Board of Directors the authority to determine the specific amount and timing of payment for each
Director.
The Company has established a policy for determining compensation, etc. for each individual Director as described on
pages 48 to 49 of the Japanese version of this Notice (available only in Japanese). The Company’s basic policy for individualcompensation, etc. for Directors after the transition to a company with an audit and supervisory committee will be todetermine an appropriate level of compensation for each individual Director based on their respective responsibilities and toensure that decisions are made through a transparent and objective process, so that compensation continues to duly function as
an incentive for the sustainable improvement of corporate value as before. The amount of compensation, etc. pertaining to this
proposal is to be paid as fixed compensation based on this policy, and therefore, the Company believes that it is reasonable.
The amount of compensation, etc. for Directors shall not include employee salaries for Directors concurrently serving as
employees.
The Company currently has six (6) Directors (including two [2] Outside Directors) prior to the transition to a company
with an audit and supervisory committee. If Proposal No. 1 “Partial Amendments to the Articles of Incorporation” andProposal No. 2 “Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)”
are approved and passed as originally proposed, the number of Directors will be five (5) after the transition.
This proposal shall only take effect after the amendments to the Articles of Incorporation in Proposal No. 1 “Partial
Amendments to the Articles of Incorporation” take effect.

23

Proposal No. 5

Determination of Amount of Compensation, etc. for Directors Who
Are Audit and Supervisory Committee Members

If Proposal No. 1 “Partial Amendments to the Articles of Incorporation” is approved and passed as originallyproposed, the Company will make the transition to a company with an audit and supervisory committee. Accordingly,
the Company seeks approval to set the maximum amount of compensation, etc. for Directors who are Audit andSupervisory Committee members after the transition to a company with an audit and supervisory committee at 50
million yen per year, based on recent economic conditions and other circumstances. Approval is also sought to allow
Directors who are Audit and Supervisory Committee members to determine, through their discussions, the specificamount and timing of payment for each Director who is an Audit and Supervisory Committee member. The Company
believes that the amount of compensation, etc. pertaining to this proposal is reasonable in view of the responsibilities
of Directors who are Audit and Supervisory Committee members.
If Proposal No. 1 “Partial Amendments to the Articles of Incorporation” and Proposal No. 3 “Election of Four (4)Directors Who Are Audit and Supervisory Committee Members” are approved and passed as originally proposed, thenumber of Directors who are Audit and Supervisory Committee members will be four (4) after the transition to acompany with an audit and supervisory committee.
This proposal shall only take effect after the amendments to the Articles of Incorporation in Proposal No. 1“Partial Amendments to the Articles of Incorporation” take effect.

24Reference Documents for the Annual Meeting of Shareholders

Proposal No. 6

1.

Determination of Amount and Details of Performance-Based Stock
Compensation, etc. for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members and Outside Directors)

Reasons for the Proposal and why Said Compensation System is Appropriate
A resolution was passed at the 36th Annual Meeting of Shareholders of the Company held on November 20, 2020 tointroduce a performance-based stock compensation plan (hereinafter the “Plan”) for Directors (excluding Outside Directors),
and the Company has been operating the Plan to date. If Proposal No. 1 “Partial Amendments to the Articles of Incorporation”
is approved and passed as originally proposed, the Company will make the transition to a company with an audit andsupervisory committee. Accordingly, the Company seeks approval to reset the maximum amount of compensation for the Plan
to be applied to Directors (excluding Directors who are Audit and Supervisory Committee members and Outside Directors) inoffice after the transition to a company with an audit and supervisory committee.
As with the current maximum amount of compensation for the Plan, the above-mentioned amount shall be set separatelyfrom the maximum amount for which approval is being sought in Proposal No. 4 “Determination of Amount of Compensation,etc. for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members).”
The purpose of this proposal is to seek approval for the Plan again in light of the transition to a company with an audit andsupervisory committee. The details of the Plan are substantially the same as those approved at the 36th Annual Meeting of
Shareholders held on November 20, 2020. The Company believes that the content of this proposal is reasonable because theneed to raise motivation to contribute to the improvement of business performance and the enhancement of corporate value inthe medium- to long-term will not change even after the transition to a company with an audit and supervisory committee.
The Company’s basic policy for individual compensation, etc. for Directors after the transition to a company with an audit
and supervisory committee will be to determine an appropriate level of compensation for each individual Director based on
their respective responsibilities and to ensure that decisions are made through a transparent and objective process, so thatcompensation continues to duly function as an incentive for the sustainable improvement of corporate value as before.
Therefore, the Company believes that the Plan is in line with this policy and reasonable.
There are currently four (4) Directors who are eligible for the Plan. If Proposal No. 1 “Partial Amendments to the Articles
of Incorporation” and Proposal No. 2 “Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)” are approved and passed as originally proposed, the number of Directors (excluding Directors who are
Audit and Supervisory Committee members and Outside Directors; hereinafter “Directors”) who will be eligible for the Plan
will be five (5).
This proposal shall only take effect after the amendments to the Articles of Incorporation in Proposal No. 1 “Partial
Amendments to the Articles of Incorporation” take effect.

25

2.

Amount and Details, etc. of Compensation, etc. under the Plan

(1) Overview of the Plan
The Plan is a stock compensation plan where a trust established by a monetary contribution made by the Company(already established; hereinafter the “Trust”) will acquire the Company’s shares, and Company’s shares corresponding to thenumber of points to be granted to each Director by the Company will be delivered to each Director through the Trust.
As a general principle, the Company’s shares will be delivered to a Director when the Director retires from office.
Directors of the Company (excluding Directors who are
1.

Persons eligible for the Plan

Audit and Supervisory Committee members and Outside
Directors)

2.

Eligible period

3.

Maximum amount the Company shall contribute as

From the fiscal year ended August 31, 2021 to the fiscal
year ending August 31, 2024

funds for acquiring the Company’s shares that are
required for delivery to eligible persons in “1.”280 million yen in total

during the four fiscal years of the eligible period in“2.”
Via the method of disposal of treasury shares, or via the4.

Acquisition method of the Company’s shares

5.

Maximum number of points to be granted to eligible

method of acquisition from the exchange market(including after-hours trading)persons in “1.”6.

Criteria for granting points

7.

Timing of issuance of the Company’s shares toeligible persons in “1.”40,000 points per fiscal year
Points are granted according to the Director’s position,level of completion of performance goal, etc.
In general, when the Director retires from office(2) Maximum amount of the Company’s monetary contribution
The first trust period of the Trust shall be approximately four years from February 1, 2021 to January 31, 2025. During theeligible period in (1) 2. above, the Company shall contribute money (a maximum of 280 million yen in total) that will be used
as funds for acquiring the Company’s shares, which are required based on the Plan for delivery to Directors, as compensation
to Directors in office during the eligible period. The beneficiaries of the Trust are Directors who will obtain beneficiary rights
as described in (3) (iii) below. Using money entrusted by the Company as capital, the Trust shall acquire the Company’s
shares via the method of the Company’s disposal of its treasury shares, or via the method of acquisition from the exchange
market (including after-hours trading).
Note: In addition to the above-mentioned funds for acquiring the Company’s shares, necessary fees such as trust fees andtrust administrator compensation shall also be entrusted. Furthermore, the Company has introduced the same stockcompensation plan for Directors of major Group subsidiaries of the Company, based on which funds required for
acquiring the Company’s shares that will be delivered to Directors of the major Group subsidiaries of the Company
shall also be entrusted together to the Trust.

26

Reference Documents for the Annual Meeting of Shareholders
Each time the eligible period in (1) 2. above expires, through a decision made by the Company’s Board of Directors,
whenever necessary, the eligible period can be stipulated and extended for a period within five fiscal years. In line with theabove, when the trust period of the Trust is extended (including case when the trust period is effectively extended due to trust
assets being transferred from the Trust to another trust that was established by the Company for the same purpose as the Trust,hereinafter the same shall apply), the Plan can be continued. In such a case, during the said extended eligible period, as
additional funds for acquiring the Company’s shares required for delivery to Directors through the Plan, the Company shalladditionally contribute to the Trust a maximum of an amount derived by multiplying 70 million yen by the number of fiscal
years extended, and continue granting points and delivering the Company’s shares as stated in (3) below.
Even if the eligible period is not extended like in the case above and the Plan is discontinued, when the trust period expires,
if there are Directors who have been granted points and who have not retired from office, the trust period of the Trust may be
extended until the said Directors retire from office and the delivery of the Company’s shares to them has been completed.
(3) Calculation method and maximum number of the Company’s shares to be delivered to Directors(i) Method of granting points to Directors, etc.
Based on the share delivery regulations stipulated by the Company’s Board of Directors, the Company shall grant points toeach Director according to their positions, level of completion of performance goal, etc. on the point granting day stipulated in
the share delivery regulations during the trust period.
However, the maximum number of points that the Company shall grant to Directors shall be 40,000 points in total per
fiscal year.
(ii) Delivery of the Company’s shares in accordance with the number of points granted
Directors shall receive the delivery of the Company’s shares, in accordance with the number of points granted to them in(i) above, and by following the procedures in (iii) below. However, if Directors voluntarily resign from their positions, all orpart of the points that have been granted to them will expire, and shares of the Company corresponding to the expired points
will not be delivered.
One point shall correspond to one share of the Company’s stock. However, in the case of an occurrence for which it isreasonable to adjust the number of the Company’s shares to be delivered, such as a share split or a share consolidation, etc. of
the Company’s shares, reasonable adjustments shall be made to the number of the Company’s shares per point according to
the split ratio or consolidation ratio, etc.
(iii) Delivery of the Company’s shares to Directors
In principle, each Director shall obtain the beneficiary rights of the Trust by completing the prescribed procedures at thetime of their retirement, and as a beneficiary of the Trust, receive the delivery of the Company’s shares described in (ii) abovefrom the Trust. However, for a certain ratio of the Company’s shares out of the above, the Company may deliver money inplace of the Company’s shares, provided that the Company has sold and converted funds for tax obligations, such as income
tax withheld, into money in the Trust, for the purpose of withholding tax. Furthermore, if an application for a tender offer of
the Company’s shares in the Trust is made, the transaction is settled, etc., and the Company’s shares in the Trust is converted
into money, money may be delivered in place of the Company’s shares.
(4) Exercise of voting rights
Based on the orders of the trust administrator, who is independent from the Company and the Company’s officers, allvoting rights of the Company’s shares in the Trust shall not be exercised. By employing such a method for the exercise of
voting rights of the Company’s shares in the Trust, the Company aims to ensure the neutrality of the Company’s management.

27

(5) Treatment of dividends
Dividends from the Company’s shares in the Trust shall be accepted by the Trust, and used as funds for acquiring theCompany’s shares or as trust fees paid to trustees associated with the Trust, etc.

28

Reference Documents for the Annual Meeting of Shareholders<Reference> “Criteria for Election of Independent Outside Officers”
1.

2.
3.
4.

5.

6.

7.

8.

9.
10.

11.
12.

13.

29

Independent Outside Officers should not be currently serving or have served in the past as Director (excluding Outside
Director, hereinafter the same shall apply), Corporate Auditor (excluding Outside Corporate Auditor, hereinafter thesame shall apply), Executive Officer, Manager and other employee of the Company or the Group.
Independent Outside Officers should not be currently serving or have served in the past five years as Director, Corporate
Auditor, Executive Officer, Manager and other employee of a major shareholder of the Company.
Independent Outside Officers should not be currently serving as Director, Corporate Auditor, Executive Officer,
Manager and other employee of a company which, at present, is a principal shareholder of the Company.
Independent Outside Officers should not be currently serving or have served in the past three years as Director,
Corporate Auditor, Executive Officer, Manager and other employee of a company which is a principal business partners(accounting for more than 2% of the consolidated gross sales of the Company in the previous fiscal year) of theCompany or the Group.
Independent Outside Officers should not be currently serving as Director (referring to Executive Director only), or otherexecutor of business (referring to officer, member or employee engaged in the execution of business) at an organization(such as public interest incorporated foundation, public interest incorporated association, non-profit corporation) thatreceives donation or subsidy in excess of certain amount (10 million yen on average over the past three years) from theCompany or the Group.
Independent Outside Officers should not be currently serving as Director, Corporate Auditor or Executive Officer of acompany or its subsidiary where the Company or the Group has seconded a Director or Corporate Auditor (whether fulltime or part-time).
Independent Outside Officers should not be currently serving or have served in the past five years as Director, Corporate
Auditor, Executive Officer, Manager and other employee of a principal financial institution of the Company or the Group(a financial institution vital for fund raising at the Company or the Group, conducting comprehensive review todetermine whether there is a situation likely to give rise to an issue of conflicts of interest between the Company andshareholders (involving actual or potential insolvency), and other review, such as financial/credit rating, capital ratio,
financing dependency on specific creditors or ability to repay loans of the Company or the Group).
Independent Outside Officers should not be currently serving or have served in the past five years as Director (excluding
outside Director, hereinafter the same shall apply), Corporate Auditor (excluding outside Corporate Auditor, hereinafter
the same shall apply), Executive Officer, Manager and other employee of a brokerage lead manager of the Company.
Independent Outside Officers should not be currently serving or have served in the past three years as member, partner or
employee of the accounting auditor (or tax accountant’s corporation) of the Company or the Group.
Independent Outside Officers should not be currently serving as professional service provider including attorney,certified public accountant, tax accountant and consultant of various natures, who receives compensation in excess ofcertain amount (10 million yen on average over the past three years) from the Company or the Group.
Independent Outside Officers should not be relatives within the second degree of kinship, or other relatives living
together with the person concerned in each of the above 1 through 10.
However, a person who falls into any of the above may still be appointed as an Independent Outside Officer of theCompany, as long as the person is deemed appropriate by the Company as an Independent Outside Officer of theCompany in light of his/her character, insight and other qualities, subject to an external explanation justifying suchreason for the appointment.
Apart from the qualifications listed above, Independent Outside Officers should not be determined to be questionable interms of his/her independence as an Independent Outside Officer, and may cause substantive and permanent conflicts ofinterest with general shareholders.



Principal expertise and experience particularly expected by the Company out of Directors

No.

Corporate
Industry
management
experience // businesssales
strategy

Name

Hirotake
Watanabe
Kazuhito
Yamashita
KotaroOkamotoDai
Komiyama
Yasutada
Taniguchi

1
2
Director

3
4
5

●

●

●

●

Financialaffairs

DX / IT

●

●

●

●

●

Marketing /branding

●

●

●

●

●

●

●

●

Personnel /labor /ESG /humansustainability
resource
development

Legalaffairs /compliance

●

●

●

●
●

●

●

Audit and Supervisory
Committee Members

1

Hiroshi Jinza

Outside

●

●

●

2

Nanako Aono Outside

●

●

●

3

Saiko Kumao Outside

4

Kanako Iwase Outside

●
●

●

●

●

●

●

●

●

●

The table above shows items that are expected of each Director/Audit and Supervisory Committee member. It does notcover all the expertise and experience possessed by each of them.


Principal expertise and experience particularly expected by the Company out of Executive Officers
Industry
Business
experience /administration
sales

Financialaffairs

Compliance/ riskmanagement

Position

Shuji
Watanabe
Kouyuki
Sakamoto
NaofumiFurukawa

Director of Administration
General Manager of the Financeand Accounting Department

●

●

●

General Manager of the
Corporate Planning Department

●

●

●

Yoshihiro
Etou
MahitoAsamizu
HiroakiTateyama
Chika
Iwanaga
Motokazu
MatsudaPresident of Kinki Company in
the Meikogijuku Business
Headquarters
President of West Japan
Company in the Meikogijuku
Business Headquarters
President of Kanto and Koshin
Company in the Meikogijuku
Business Headquarters
General Manager of the Kids
Business Division in the Kids
Business Headquarters
General Manager of the Global
Kids Business Division in the
Kids Business Headquarters
Head of HR Solution Business

●

●

●

●

DX / IT

Marketing /branding

Name

Labor /Human
ESG /resource
sustainability
development

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

The table above shows items that are expected of each Executive Officer. It does not cover all the expertise andexperience possessed by each of them.

●

●

30

Consolidated Financial Statements
Consolidated Balance Sheet (As of August 31, 2022)
Item(Unit: Million yen)

Item

AmountAssetsCurrent assets

8,755

Accounts receivable - trade

977

Merchandise95

Work in process

13

Supplies

7

Advance payments - trade16

Prepaid expenses

329

Other

243

Allowance for doubtful accounts

(33)
5,033

Property, plant and equipment

624

Buildings and structures

509

Tools, furniture and fixtures

53

Land

49

Leased assets

11

Intangible assets

607

Goodwill

422

Software180

Telephone subscription right4

Investments and other assets

3,801

Investment securities

2,452

Long-term prepaid expenses

22

Deferred tax assets

233

Lease and guarantee deposits949

Long-term time deposits

100

Other

44

Total assets

31

Liabilities
10,405

Cash and deposits

Non-current assets

Amount15,439Current liabilities
Accounts payable - trade
Accounts payable - otherAccrued expenses
Income taxes payable
Accrued consumption taxes
Contract liabilities
Lease obligations
Deposits received
Provision for bonuses
Other
Non-current liabilities
Net defined benefit liability
Provision for share awards for
directors (and other officers)
Provision for share awards
Long-term accounts payable employees
Long-term accounts payable directors
Deferred tax liabilities
Lease obligations
Asset retirement obligations
Long-term guarantee deposited

4,019
128
231
1,179
570
195
1,148
1
85
434
44
813
121
26

Total liabilities

4,833

62
84
117
9
10
380
1

Net assets
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on availablefor-sale securities
Foreign currency translation
adjustment

10,062972
909
10,959(2,779)543

Total net assets

10,606

Total liabilities and net assets

15,439521
21

Consolidated Financial Statements
Consolidated Statement of Income (From September 1, 2021 to August 31, 2022)
Item(Unit: Million yen)AmountNet sales

19,674

Cost of sales

14,627Gross profit

5,047

Selling, general and administrative expenses

3,878

Operating income

1,168

Non-operating income
Interest income

10

Dividend income

27

Share of profit of entities accounted for using equity method

36

Rent income

14

Reversal of allowance for doubtful accounts

3

Subsidy income

12

Other

27

132

Non-operating expenses
Interest expenses

0

Rent expenses

1

Commission expenses

6

Other

3

Ordinary income

11
1,289

Extraordinary income
Gain on sale of shares of subsidiaries and associates

623

623

Extraordinary losses
Loss on retirement of property, plant and equipment

0

Extra retirement payments

24

Loss on store closings

15

Impairment loss

99

Other

3

Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to owners of the parent

143
1,769

858
(63)

794
974
974

32

Consolidated Statement of Changes in Equity (From September 1, 2021 to August 31, 2022)(Unit: Million yen)

Shareholders’ equity
Capital stock

Balance at beginning of
periodCumulative effects ofchanges in accounting
policies
Restated balance
Changes of items during
periodDividends of surplus
Profit attributable toowners of the parent
Net changes of items
other than shareholders’equityTotal changes of items
during period
Balance at end of period

972

Capital surplus

Retained earnings

909

10,529Total shareholders’equityTreasury shares(2,779)

(12)
972

909

10,517(12)(2,779)

Restated balance
Changes of items during
periodDividends of surplus
Profit attributable toowners of the parent
Net changes of items
other than shareholders’equityTotal changes of items
during period
Balance at end of period
33

9,620

(532)

(532)

974

974

-

-

442

-

442

972

909

10,959(2,779)10,062

Accumulated other comprehensive income

Balance at beginning of
periodCumulative effects ofchanges in accounting
policies

9,632

Valuation difference
on available-for-salesecurities

Foreign currencytranslation
adjustment

Total accumulated
other comprehensive
incomeTotal net assets

377

15

392

10,025
(12)

377

15

392

10,012

(532)
974
144

6

151

151

144

6

151

593

521

21

543

10,606

Non-consolidated Financial Statements
Balance Sheet (As of August 31, 2022)
Item

AssetsCurrent assets
Cash and deposits(Unit: Million yen)Amount

Item

5,181
3,667

Accounts receivable - trade

965

Merchandise90

Supplies

6

Advance payments - trade16

Prepaid expenses

176

Short-term loans receivable

60

Other

223

Allowance for doubtful accounts
Non-current assets
Property, plant and equipment

(24)
7,871
256

Buildings

226

Tools, furniture and fixtures

22

Land

0

Leased assets

6

Intangible assets

173

Software168

Telephone subscription right4

Investments and other assets

7,441

Liabilities
Current liabilities
Accounts payable - trade
Accounts payable - otherAccrued expenses
Income taxes payable
Accrued consumption taxes
Contract liabilities
Lease obligations
Deposits received
Provision for bonuses
Other
Non-current liabilities
Provision for share awards for
directors (and other officers)
Provision for share awards
Long-term accounts payable employees
Long-term accounts payable directors
Lease obligations
Asset retirement obligations
Long-term guarantee deposited
Total liabilities

Amount

2,107
92
84
846
384
93
109
1
119
361
14
453
16
42
84
99
6
202
1
2,561

Investment securities

2,243

Net assets

Shares of subsidiaries and4,422

Shareholders’ equity

9,969

Capital stock

972

Capital surplus

915

associates
Investments in capital10

Long-term loans receivable

1Long-term prepaid expenses

16

Deferred tax assets

119

Lease and guarantee deposits499Long-term time deposits

100

Other

27

Total assets

13,052

Legal capital surplus
Retained earnings

915
10,861

Legal retained earnings

54

Other retained earnings

10,806

General reserve
Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments
Valuation difference on available-forsale securities

9,147
1,659
(2,779)521
521

Total net assets

10,491

Total liabilities and net assets

13,05234

Statement of Income (From September 1, 2021 to August 31, 2022)
Item(Unit: Million yen)AmountNet sales

13,100

Cost of sales

9,746

Gross profit

3,354

Selling, general and administrative expenses

2,621

Operating income

733

Non-operating income
Interest income

0Interest on securities

10

Dividend income

27

Rent income

20

Reversal of allowance for doubtful accounts

3

Subsidy income

0

Other

18

81

Non-operating expenses
Rent expenses

20

Commission expenses

6

Other

2

Ordinary income

29784

Extraordinary income
Gain on sale of shares of subsidiaries and associates

606

606

Extraordinary losses
Loss on retirement of property, plant and equipment

0

Extra retirement payments

16

Loss on store closings

15

Impairment loss

89

Other

3

Profit before income taxes

35

1,265

Income taxes - current

549

Income taxes - deferred(55)

Profit

125

493
772

Non-consolidated Financial Statements

Statement of Changes in Equity (From September 1, 2021 to August 31, 2022)(Unit: Million yen)

Shareholders’ equity

Capitalstock

Balance at beginningof period
Cumulative effects
of changes inaccounting policies
Restated balance
Changes of items
during period
Dividends ofsurplusProfitNet changes of
items other thanshareholders’equityTotal changes of items
during period
Balance at end of
periodBalance at beginningof period
Cumulative effects
of changes inaccounting policies
Restated balance
Changes of items
during period
Dividends ofsurplusProfitNet changes of
items other thanshareholders’equityTotal changes of items
during period
Balance at end of
period972

972

CapitalsurplusRetained earnings

Legal
capitalsurplusLegalretainedearnings

Other retained earnings
Retained
Generalearnings
reservebrought
forward

915

54

915

54

9,147

9,147

Total
retainedearnings

Total
shareholders’equityTreasuryshares

1,432

10,633(2,779)

9,742

(12)

(12)

1,419

10,621

(532)

(532)

(532)

772

772

772

(12)
(2,779)

9,729

-

-

-

-

239

239

-

239

972

915

54

9,147

1,659

10,861(2,779)9,969

Valuation and translation
adjustments
Valuation difference on
available-for-sale securities

Total net assets

377

10,119(12)

377

10,107

(532)
772
144

144

144

384

521

10,49136