Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4680
May 31, 2024
To Our Shareholders:
Masahiko Sugino, C.E.O. and President
ROUND ONE Corporation
5-1-60 Namba, Chuo-ku, Osaka

Notice of the 44th Annual General Meeting of Shareholders
We would like to inform you that the 44th Annual General Meeting of Shareholders of ROUND ONE Corporation(the “Company”) will be held as follows and request your attendance.
When convening the General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and posts this information on the
Company’s website. Please access the website by using the Internet address shown below to review the information.
The Company’s website:

https://www.round1-group.co.jp/
https://www.round1-group.co.jp/en/(Access the above website, go to “IR” and select “Notice of Convocation Annual General Meeting” under “Stock
Information”)

In addition to the Company website, items related to electronic provision measures are also posted on the following
TSE website.

TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the above TSE website, enter “Round One” in “Issue name (company name)” or securities code “4680” in“Code,” click “Search,” and select “Basic information” and “Documents for public inspection/PR information.” Then,click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting]” to confirm.

If it is not possible to attend the meeting, you may exercise your voting rights via the Internet, etc. or in writing (bymail). Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting
rights by the end of the Company’s business (7:00 p.m.) on Friday, June 21, 2024.
1. Date and Time: Saturday, June 22, 2024 at 10:00 a.m. (JST) (reception begins at 9:00 a.m.)
2. Venue:
MYDOME Osaka, 3F Exhibition Hall
2-5 Honmachibashi, Chuo-ku, Osaka
3. Agenda
Matters to Be Reported:
1. Report on the Business Report and the Consolidated Financial Statements and the result of audits of theConsolidated Financial Statements by the financial auditors and the Audit & Supervisory Board for the 44th
fiscal year (from April 1, 2023 to March 31, 2024)
2. Report on the Non-Consolidated Financial Statements for the 44th fiscal year (from April 1, 2023 to March
31, 2024)-1-

Matters to Be Resolved:
Proposal No. 1
Dividends of Surplus
Proposal No. 2
Election of Seven Directors
Proposal No. 3
Election of Two Substitute Audit & Supervisory Board Members
4. Matters to be decided upon convocation (Instructions for exercising voting rights)(1) If voting rights are exercised in writing (by mail) and there is no indication for or against a proposal on the voting form, it will beconsidered an indication of approval.
(2) If voting rights are exercised multiple times via the Internet, etc., the last exercise of your voting rights will be considered valid.
(3) If voting rights are exercised both via the Internet, etc. and in writing (by mail), the voting rights exercised via the Internet, etc. will
be considered valid, regardless of the reception date.
(4) When voting rights are exercised by proxy, one other shareholder who has voting rights may attend the General Meeting of
Shareholders as your proxy. However, keep in mind that it will be necessary to submit a document certifying the authority of proxy.
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Depending on the status of any major disaster that occurs on the date of the general meeting of shareholders, or other factors, there
may be a change to the holding of the general meeting of shareholders. Please check the information released on the Company’s
website (https://www.round1-group.co.jp/en/).

-If you are attending the meeting in person, please submit the voting form at the reception of the venue. Please also have this Noticewith you as material for the proceedings of the meeting.

-

It is likely that the reception desk will get busy immediately before the opening of the meeting (10:00 a.m. JST). Reception will
begin at 9:00 a.m. JST, so please arrive ahead of the start of the meeting.

-If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on the Company’s website and the TSE website mentioned above.

-

Regardless of whether a request for delivery of documents has been made, documents describing items related to electronic provision
for the general meeting of shareholders will be sent by the Company. Moreover, the following items among the measures forprovision in electronic format are not included in the delivered documents based on the provisions in laws and regulations and Article
13 of the Company’s Articles of Incorporation.
i) “Overview of the System for Ensuring the Proper Operation and Operational Status of the System” contained in the Business
Reportii) “Consolidated Statement of Changes in Net Assets” and “Notes to Consolidated Financial Statements”iii) “Statement of Changes in Equity” and “Notes to Non-Consolidated Financial Statements”
As such, the documents are part of the “Business Report,” the “Consolidated Financial Statements” and the “Non-Consolidated
Financial Statements” that were audited by the Audit & Supervisory Board Members for the preparation of their audit report and by
the financial auditors for the preparation of their accounting audit report.

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Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Dividends of Surplus

Year-end dividend
Under its basic policy to stably distribute dividends, the Company has given consideration to the businessperformance and future business development along with other factors and proposes to pay a Q4-end dividend forthe 44th fiscal year as follows: The Q3-end dividend has been increased for the current fiscal year. A dividend ofsame amount will be paid at the end of Q4.
(1)

Type of dividend property
To be paid in cash.

(2)

Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥3.5 per share of the Company’s common stock.
In this event, the total dividends will be ¥943,905,102.

(3)

Effective date of dividends of surplus
The effective date of the dividend will be June 24, 2024.

[Reference]
The Company’s basic policy is to return profits based on business performance and future business development,with a basic principle of improving the Company’s value in the long term while stably distributing dividends.
Upon deliberation on dividends, considering the recent business environment, we have set a basic policy that fromthe 45th fiscal year onward, the payout ratio shall be around 25%, and dividends shall be adjusted accordingly.

[Reference to Proposal No. 1]■ Transition in Dividend Per Share (Yen)*Figures presented arerounded to the firstdecimal place.

8 (24)
6.6 (20)

3.3

6.6 (20)

4(12)Year-end

3.3(10)
Year-end(10)
Year-end

3.3

3.3

(10)
InterimFYE March 2021

4

12 (36)
3.5 (10.5)4Q
3.5 (10.5)
3Q
2.5 (7.5)
2Q(10)Interim(12)
Interim

2.5 (7.5)
1Q

FYE March 2022

FYE March 2023

FYE March 2024
(fiscal year under review)Notes: 1. On October 1, 2022, a stock split was performed at a ratio of 3 shares for 1 share of common stock.
Therefore, the change in dividends is shown based on the assumption that the stock split was performed at the beginning of
the fiscal year ended March 31, 2021.
Dividends shown in parentheses ( ) are based on the assumption that the stock split did not take place.
2. A quarterly dividend system has been introduced from the fiscal year ended March 2024.

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Proposal No. 2

Election of Seven Directors

The terms of office of all five Directors will expire at the conclusion of this meeting. Director Naoto Nishimura also
resigned on April 1, 2024. Therefore, the Company proposes the election of seven Directors, with the addition of one
Director.
The candidates for Director are as follows:

Candidate
No.

Name(Date of birth)
Masahiko Sugino(September 20, 1961)
Male

1

2

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Dec. 1980
Director of the Company
Sept. 1994
C.E.O. and President
June 2022
C.E.O. and President and Executive Officer
Apr. 2024
C.E.O. and President (incumbent)

Number of theCompany’s shares
owned

59,688,900 shares

Re-election
Reasons for nomination as candidate for Director and expected roles
Masahiko Sugino has been heading the management of the Round One Group for 43 years as a founder of theCompany. He built the Group to where it is today and has been leading the related industries as the pioneer inmanagement of leisure complexes. The Company anticipates that he will contribute to the further growth of the Group,
including overseas business development, by leveraging strong leadership along with his abundant knowledge andexperience in overall management, and proposes the re-election of Mr. Sugino as Director.
Apr. 1975
Joined The Sumitomo Bank, Limited (currently
Sumitomo Mitsui Banking Corporation)
Jan. 2002
Branch Manager of Shinishikiri Branch
Apr. 2004
Branch Manager of Yao Branch
Apr. 2006
Branch Manager of Sanda Branch
Nov. 2009
Joined the Company
Assistant General Manager of Administration
Division
Shinji Sasae
June 2010
Executive Officer and General Manager of(September 2, 1956)
Administration Division
49,600 shares
Male
June 2012
Director and General Manager of
Administration DivisionRe-election
July 2014
Managing Director and General Manager of
Administration Division
Apr. 2021
Senior Managing Director and General
Manager of Administration Division
June 2022
Director and Senior Managing Executive
Officer, and General Manager of
Administration Division
Apr. 2024
Executive Vice President (incumbent)
Reasons for nomination as candidate for Director and expected roles
Shinji Sasae has a track record in significantly contributing to implementing capital strategies and reinforcing financial
standing by leveraging his abundant experience and expertise nurtured over a period of 34 years at a financial
institution. He currently executes important duties and makes management decisions as an Executive Vice President.
The Company anticipates that his experience and knowledge will contribute to the sustainable growth of the Company
and proposes the re-election of Mr. Sasae as Director.

-4-Candidate
No.

3

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Mar. 1994
Joined the Company
Oct. 1996
Manager of Izumiotsu Store
Nov. 1999
In charge of bowling in Planning Office
Apr. 2005
Assistant Manager of Operation Management
Department in charge of bowling planning
July 2007
Manager of Bowling Planning Office ofOperation Management Division
Apr. 2010
Manager of Operation Planning Office ofOperation Management Division
June 2014
Director
July 2014
Director and Assistant General Manager ofOperation Planning Division
July 2019
Director, General Manager of Operation
Hidetsugu Kawaguchi
Planning Division and Manager of Overseas(January 23, 1972)
Business Support Department
17,900 shares
Male
Aug. 2019
Director of Round One Rus LLC
Sept. 2019
Chairman of Round One (China) entertainment
New election
Co., Ltd.
Apr. 2021
Managing Director and General Manager ofOperation Planning Division of the Company
June 2022
Managing Executive Officer and General
Manager of Operation Planning Division
Jan. 2024
C.E.O. and President of ROUND ONE JAPANCorporation (incumbent)
Apr. 2024
Managing Executive Officer and General
Manager of Group Business Division(incumbent)[Significant concurrent positions outside the Company]
Representative Director and President of ROUND ONE JAPANCorporation
Reasons for nomination as candidate for Director and expected roles
Hidetsugu Kawaguchi accumulated experience in store operation and operation planning, and has a track record insignificantly contributing to business expansion through undertaking planning and implementation mainly in the
bowling business. He currently executes important duties and makes management decisions as Managing Executive
Officer. The Company anticipates that his experience and track record will contribute to the sustainable growth of theCompany and proposes the election of Mr. Kawaguchi as Director.
Name(Date of birth)-5-

Candidate
No.

4

5

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Sept. 2005
Joined the Company
In charge of budget and calculations in
Administration Department
July 2007
In charge of finance in Finance Department of
Administration Division
July 2015
In charge of financial settlement in Accounting
Department of Administration Division
July 2018
Assistant Manager of Accounting Departmentof Administration Division
June 2019
Director
July 2019
Director and Manager of Accounting
Department of Administration Division
Jun Okamoto
Aug. 2019
Director of Round One Rus LLC(August 19, 1982)
13,600 shares
Male
Sept. 2019
Director of Round One (China) entertainment
Co.,Ltd. (incumbent)
New election
Oct. 2019
Director of Kiddleton, Inc.
June 2022
Executive Officer and Manager of Accounting
Department of Administration Division of theCompany
Apr. 2024
Executive Officer and General Manager of
Administration Division (incumbent)
Apr. 2024
Director and General Manager of
Administration Division of ROUND ONE
JAPAN Corporation (incumbent)[Significant concurrent positions outside the Company]
Director and General Manager of Administration Division of
ROUND ONE JAPAN Corporation
Reasons for nomination as candidate for Director and expected roles
Jun Okamoto accumulated experience in accounting and financial areas, and has a track record and experience insignificantly contributing to implementing capital strategies and reinforcing financial standing. He currently executes
important duties in the Administration Division and makes management decisions as Executive Officer. The Company
anticipates that his experience and track record will contribute to the sustainable growth, including overseas businessdevelopment, of the Company and proposes the election of Mr. Okamoto as Director.
Oct. 1991
Joined Showa Ota & Co. (currently Ernst &Young ShinNihon LLC)
Apr. 1999
Registered as a certified public accountant
Jan. 2005
Established Tomoko Tsuzuruki CPA Office(currently Tomoko Tsuzuruki CPA and Tax
Accountant Office); Representative
Tomoko Tsuzuruki(incumbent)(September 13, 1955)
Oct. 2008
Representative of Sakura Horwath Audit
FemaleCorporation (incumbent)
3,600 shares
June 2015
Director of the Company (incumbent)
Re-election
May 2021
Audit & Supervisory Board Member of Kobe
Outside Director
Waterfront Development (incumbent)
Independent officer[Significant concurrent positions outside the Company]
Representative of Tomoko Tsuzuruki CPA and Tax Accountant
OfficeRepresentative of Sakura Horwath Audit Corporation
Audit & Supervisory Board Member of Kobe Waterfront
Development
Reasons for nomination as candidate for Outside Director and expected roles
Tomoko Tsuzuruki is well versed in financial matters as a certified public accountant and has abundant experience inauditing many companies with overseas subsidiaries. The Company therefore anticipates that she will offer beneficial
advice, and proposes the re-election of Ms. Tsuzuruki as Outside Director.
Name(Date of birth)-6-

Candidate
No.

6

7

Notes:

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1996
Joined Mycal Corp. (currently AEON RETAIL
Co., Ltd.)
Dec. 2001
Joined Katsura Labor and Social Insurance
OfficeAyako Takaguchi
Aug. 2008
Established Takaguchi Labor and Social(March 23, 1974)
Security Attorney OfficeFemaleApr. 2016
Established Labor Management Office Link;
3,000 shares
Representative Partner (incumbent)
Re-election
June 2016
Director of the Company (incumbent)
Outside Director
Dec. 2023
Outside Director of Advance Create Co., Ltd.
Independent officer(incumbent)[Significant concurrent positions outside the Company]
Representative Partner of Labor Management Office Link
Outside Director of Advance Create Co., Ltd.
Reasons for nomination as candidate for Outside Director and expected roles
Although she has no direct experience with company management, Ayako Takaguchi has the expertise and experience
nurtured as a labor and social security attorney. The Company therefore anticipates that she will offer beneficial advice
to the Group that hires a number of non-regular employees, and proposes the re-election of Ms. Takaguchi as Outside
Director.
Oct. 2004
Registered with the Osaka Bar Association
Joined Komatsu Law & Patent OfficeSatomi Kawabata(incumbent)(June 8, 1976)
May 2008
Graduated from University of Virginia School
Femaleof Law (LL.M.)
0 sharesJan. 2009
Visiting Scholar, Boston University
New election
Apr. 2010
Admitted to New York State bar
Outside Director[Significant concurrent positions outside the Company]
Independent officer
Lawyer of Komatsu Law & Patent Office
Reasons for nomination as candidate for Outside Director and expected roles
Although she has no direct experience with company management, as a lawyer, Satomi Kawabata has a high level oflegal knowledge in areas such as intellectual property and American law. The Company therefore anticipates that she
will offer beneficial advice to the Group, which is operating its businesses globally, and proposes the election of Ms.
Kawabata as Outside Director.
Name(Date of birth)

1. There is no special interest between any of the candidates and the Company.
2. Tomoko Tsuzuruki, Ayako Takaguchi and Satomi Kawabata are candidates for Outside Director.
3. Tomoko Tsuzuruki and Ayako Takaguchi are currently Outside Directors of the Company. At the conclusion of thismeeting, their tenures as Outside Directors will have been nine years and eight years, respectively.
4. Satomi Kawabata’s name in the family register is Satomi Tanaka.
5. The Company has registered Tomoko Tsuzuruki and Ayako Takaguchi as independent officers in accordance with theregulations of the Tokyo Stock Exchange, and if the election of both candidates is approved, they shall continue serving
as independent officers.
6. Satomi Kawabata fulfills the requirements for independent officers, pursuant to the provisions of the Tokyo Stock
Exchange, and if her election is approved, the Company plans to register her as an independent officer.
7. The Company has entered into agreements with Tomoko Tsuzuruki and Ayako Takaguchi, pursuant to the provisions ofArticle 427, paragraph (1) of the Companies Act to limit the liability for damages under Article 423, paragraph (1) of thesaid Act. The maximum amount of liability for damages based on the aforementioned agreements is the minimum amountof liability provided for under Article 425, paragraph (1) of the Companies Act, and if the election of both candidates isapproved, the Company plans to continue such agreements with both candidates.
8. If the election of Satomi Kawabata is approved, the Company shall enter into an agreement with her, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act to limit the liability for damages under Article 423,
paragraph (1) of the said Act. The defined maximum amount of liability for damages under the said agreement is theminimum liability amount provided for under Article 425, paragraph (1) of the Companies Act.

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9. The Company enters into a directors and officers liability insurance contract with Directors as insured persons provided
for under Article 430-3, paragraph (1) of the Companies Act with an insurance company to cover damages, such ascompensation for damages and litigation expenses, borne by the insured in the event a claim for compensation for damages
is made in connection with an action taken (including failure to act) by the insured, including Director of the Company,
based on the position of corporate executive, etc. of the company, and the premiums for the insured are fully borne by theCompany. If the candidates are elected and assume office, they will be included as the insured under this insurance policy.
The Company plans to renew the said insurance policy with the same details during their terms of office.

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[Reference] Expertise and experience of directors and executive officers
If the Proposal No. 2 is approved as originally proposed, the Company will operate under the following structurefrom the end of this General Meeting of Shareholders.

Skills requiredin the Company’s business
Masahiko Sugino
C.E.O. and President
Shinji Sasae
Executive Vice President
In charge of Compliance Risk
Management

Overseas
Management
Innovation
Legal
BusinessStore
ESG
Finance
HealthStrategy
Change /Risk
Development Development
Sustainability
Accounting
Corporate Management
Challenge
Management
GlobalOperation
Management
Experience

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Hidetsugu Kawaguchi
Director and General Manager
of Group Business Division
C.E.O. and President of●●

ROUND ONE JAPANCorporation
Jun Okamoto
Director and General Manager
of Administration Division
Director and General Manager
of Administration Division of

●

●

●

●

●

●

ROUND ONE JAPANCorporation
Director of Round One (China)
entertainment Co., Ltd.
Tomoko Tsuzuruki
Outside Director
Ayako Takaguchi
Outside Director
Satomi Kawabata
Outside Director

●

●
●

●

●

Nina Mino
Executive Officer andAssistant General Manager of
Administration Division●

In charge of Sustainability※

The Health Management is a skill necessary to realize management based on the Company’s goal, “Smiles, Health andCommunication.”-9-

Proposal No. 3

Election of Two Substitute Audit & Supervisory Board Members

The Company requests approval for the election of two substitute Audit & Supervisory Board Members to avoid asituation where the number of Audit & Supervisory Board Members falls below that required by laws and regulations,causing interruption to the continuity of audit operations.
The consent of the Audit & Supervisory Board has been obtained for this proposal. In addition, the Company has
obtained the consent of the candidates to assume the office of Audit & Supervisory Board Member should an Audit& Supervisory Board Member retire from office during the tenure, causing a shortfall in the number of Audit &Supervisory Board Members required by laws and regulations.
The candidates for substitute Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1995
Apr. 2000
May 2006

1

Hiroaki Watase(May 11, 1971)
Male

2

Yuko Kubota(July 15, 1974)
FemaleNotes:

Joined the Company
Manager of Semboku StoreArea Manager of Operation Management
Division
Feb. 2015
Bowling Planning Office of Operation Planning
Department
July 2015
Minna no Competition Promotion Office ofOperation Planning Department
Oct. 2019
Overseas Business Support Department of
Operation Planning Division
June 2021
Manager of Overseas Business Support
Department of Operation Planning Division
Oct. 2023
Manager of Internal Audit Office (incumbent)
Apr. 2000
Registered for Dai-ichi Tokyo Bar Association
Joined Tokyo Family Law Office (currently
Shinwa Law)
Dec. 2002
Registered with the Osaka Bar Association
Feb. 2003
Joined Ethos Law Office
May 2018
Established Hiyama & Kubota Law Offices;
Representative (incumbent)[Significant concurrent positions outside the Company]
Representative of Hiyama & Kubota Law Offices

Number of theCompany’s shares
owned

10,780 shares

0 shares

1. There is no special interest between either of the candidates and the Company.
2. Yuko Kubota is a candidate for substitute Outside Audit & Supervisory Board Member.
3. Hiroaki Watase is the substitute Audit & Supervisory Board Member candidate for standing Outside Audit & Supervisory
Board Member, Tomoyuki Goto, and Yuko Kubota is the substitute Audit & Supervisory Board Member candidate for
Outside Audit & Supervisory Board Members Hiroshi Iwakawa and Junji Okuda.
4. Yuko Kubota has no experience directly involved in company management, but as a lawyer, she has high legal knowledge.
The Company therefore has determined that she is capable of conducting audits to realize company management inensuring legal compliance.
5. If Yuko Kubota assumes office as an Outside Audit & Supervisory Board Member, the Company plans to register her as
independent officer in accordance with the regulations of the Tokyo Stock Exchange.
6. The Company sets forth in its Articles of Incorporation that it may enter into an agreement with an Outside Audit &Supervisory Board Member to limit the liability for damages in Article 423, paragraph (1) of the Companies Act to acertain extent as provided for under Article 427, paragraph (1) of the said Act. If Yuko Kubota assumes the office ofOutside Audit & Supervisory Board Member, the Company plans to enter into the above agreement that limits liability.
The defined maximum amount of liability for damages under the said agreement is the minimum liability amount provided
for under Article 425, paragraph (1) of the Companies Act.
7. The Company enters into a directors and officers liability insurance contract with Audit & Supervisory Board Members
as insured persons provided for under Article 430-3, paragraph (1) of the Companies Act with an insurance company to- 10 -

cover damages, such as compensation for damages and litigation expenses, borne by the insured in the event a claim forcompensation for damages is made in connection with an action taken (including failure to act) by the insured, based on
the position of corporate executive, etc. of the company, and the premiums for the insured are fully borne by the Company.
If the candidates assume the office of Audit & Supervisory Board Member, they will be included as the insured in theinsurance policy. The Company plans to renew the said insurance policy with the same details.

<Notice of Matters to Be Resolved>
Please note that the results of discussions on matters to be resolved at this General Meeting will be sent as a notice in writing, andwill be posted on the Company’s website (https://www.round1-group.co.jp/en/ir/).

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