(Note)

This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 2685
May 10, 2021

To Our Shareholders
Michio Fukuda
Representative Director, Chairman & President

Adastria Co., Ltd.
3-1-27 Izumi-cho, Mito-shi, Ibaraki

Notice of the 71st Ordinary General Meeting of Shareholders
We cordially notify you of the 71st Ordinary General Meeting of Shareholders of Adastria Co.,
Ltd. (the “Company”), to be held as indicated below.
Since there are ongoing concerns about infection with the novel coronavirus disease (COVID19), we request that shareholders refrain from traveling to the venue of the meeting if at all
possible, regardless of their health condition, and to exercise their voting rights in writing (bymail) or via the internet.
Regarding the exercise of your voting rights in writing (by mail) or via the internet, after
reviewing the attached Reference Documents for the General Meeting of Shareholders, pleaseindicate your approval or disapproval of the proposals on the enclosed voting card and return it
so that it reaches us no later than 7:00 p.m. on Wednesday, May 26, 2021 (Japan Standard
Time), or vote at the website for exercising voting rights specified by the Company(https://evote.tr.mufg.jp/).
Meeting Details
1. Date and Time:Thursday, May 27, 2021 at 3:00 p.m. (doors open at 2:00 p.m.)

2. Venue:“Sea Breeze” at HOTEL TERRACE the GARDEN MITO 3F
1-7 Miya-machi, Mito-shi, Ibaraki

3. Purpose of the Meeting:
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 71st fiscal
year (from March 1, 2020 to February 28, 2021), and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
2. The Non-consolidated Financial Statements for the 71st fiscal year (from March 1,
2020 to February 28, 2021)
Matters to be resolved:
Proposal:

Election of Nine (9) Directors

1

4. Matters Concerning Internet Disclosure
Of the documents that should be provided with this notice of the General Meeting of
Shareholders, the following items are posted on the Company’s website(https://www.adastria.co.jp/) pursuant to relevant laws and regulations and Article 15 of theCompany’s Articles of Incorporation. These documents are thus not included in this noticeof the General Meeting of Shareholders.
(a) “System to Ensure Properness of Operation and the Status of its Implementation” inthe Business Report(b) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated
Financial Statements”(c) “Non-consolidated Statement of Changes in Equity” and “Notes to the Nonconsolidated Financial Statements”
Accordingly, the attached documents to this notice are a part of the documents that wereaudited by the Audit & Supervisory Board Members and the Accounting Auditor in
preparing the audit reports and accounting audit reports, respectively.
5. Instructions Concerning the Exercise of Voting Rights
Please refer to “Instructions Concerning the Exercise of Voting Rights” presented on page 3.

Notice Regarding Prevention of Novel Coronavirus Disease (COVID-19) Infection
Since there are ongoing concerns about infection with COVID-19, we request that shareholders
refrain from traveling to the venue of the meeting if at all possible, regardless of their healthcondition. However, if you plan to attend the meeting in person, please confirm the situation of
infections as of the date of the meeting as well as your own physical condition, and takeprecautions to prevent infection, such as wearing a face mask.
Please consider exercising your voting rights beforehand by mailing the enclosed voting card or
by using the internet. By scanning the QR code® printed on the voting card, shareholders with asmartphone may exercise their voting rights without having to enter their login ID or temporary
password. Please see page 4 for details.
Wishing to make shareholders’ safety the top priority, inside the venue for the General Meetingof Shareholders, we plan to ensure the staff will be wearing masks, make hand sanitizer
available, and take other measures to prevent infection. We ask for your understanding andcooperation. Please note that the staff will be looking out for any people attending who display
signs of being unwell and if such individuals are discovered, they may be refused entry or asked
to leave during proceedings.

2

Instructions Concerning the Exercise of Voting Rights
You may exercise your voting rights in one of the three following methods.
Exercise of Voting Rights via Attending the General Meeting of Shareholders
Please submit the enclosed voting card at the reception desk upon your arrival.
Please also bring your Notice of Convocation of the 71st Ordinary General Meeting of
Shareholders (this document).
Date and Time of the Ordinary General Meeting of Shareholders:
Thursday, May 27, 2021 at 3:00 p.m. (JST) (doors open at 2:00 p.m.)
Exercise of Voting Rights in Writing
Please indicate your approval or disapproval of each proposal on the enclosed voting card, andsend back the card so that it will arrive no later than the deadline for exercising voting rights.
For details, please see the below.
Exercise due date:
Arrive at the Company no later than Wednesday, May 26, 2021 at 7:00 p.m. (JST)Instructions Concerning Filling in the Voting Card for Exercising Voting Rights
Please indicate your approval or disapproval of the proposal here.
(If there is no indication of approval or disapproval with proposal, it shall be handled as an indication of approval forthe proposal.)

Proposal

If you approve for all candidates→Mark a ○ in the box marked “賛”If you disapprove of all candidates→Mark a ○ in the box marked “否”
If you selectively disapprove of certain candidates→Mark a ○ in the box marked “賛” and write the number of
each candidate you choose to disapprove.

Please note that your online vote will prevail should you exercise your voting rights both in writing (by mail) and via
the internet.
If you exercise your voting rights more than once via the internet, only the last vote shall be deemed effective.

Exercise of Voting Rights via the Internet
You may exercise your voting rights using a personal computer (PC), a mobile phone and asmartphone.
For details, please see the following page.
Exercise due date:No later than Wednesday, May 26, 2021 at 7:00 p.m. (JST)3

Instruction Regarding Exercise of the Voting Rights via the Internet
Method 1: Scanning QR Code®

Method 2: Entering Login ID and Temporary Password

You can login to the Exercise of Voting Rights Website
without having to enter your login ID and temporary
password provided on the voting card.
1. Please scan the QR code® located on the righthand side of the voting form.
* “QR code” is a registered trademark of DENSOWAVE INCORPORATED.

Exercise of Voting Rights Website
https://evote.tr.mufg.jp/

2.

Please follow on-screen instructions to indicate
your approval or disapproval of each proposal.

Note that you can login by scanning QR code® ispossible only at a time.
In case of re-exercising of voting rights or exercising
voting right without scanning QR code®, please refer
Method 2 “Entering Login ID and Temporary
Password” on the right.

1.

Please access the website for exercising voting
rights.

2.

Enter your Login ID/ Temporary Password
provided on the voting card and click on Log in.

3.

Please register a new password.

4.

Please follow on-screen instructions to indicate
your approval or disapproval of each proposal.

Help Desk, Stock Transfer Agency, Mitsubishi UFJ
Trust and Banking Corporation

In case you need instructions for how to operate
your personal computer/smartphone/mobile phone
in order to exercise your voting rights via theinternet, please contact:

Phone: 0120-173-027(toll free within Japan; 9:00 a.m. to 9:00 p.m.)
Institutional investors may use the platform operated for institutional investors by ICJ, Inc. to electronically
exercise voting rights.

4

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Documents
Proposal: Election of Nine (9) Directors
The terms of office of all nine Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of nine Directors.
The candidates for Director are as follows:
No.

Name

Current Positions and Responsibility in the Company

Attribute

1

Michio Fukuda

Representative Director, Chairman & President

Reelection

2

Osamu Kimura

Executive Vice President

Reelection

3

Taiki Fukuda

DirectorReelection

4

Masayuki Kindo

DirectorReelection

5

Yoshiaki Kitamura

DirectorReelection

6

Hideki Kurashige

Outside Director

Reelection, Outside, Independent

7

Tadamitsu Matsui

Outside Director

Reelection, Outside, Independent

8

Satoshi Akutsu

Outside Director

Reelection, Outside, Independent

9

Hiromi Horie

Outside Director

Reelection, Outside, Independent

Reelection: Candidate to be reelected as a Director
Outside: Candidate for an outside Director
Independent: Independent officer as provided for by stock exchanges[Reference] Policy and procedures in determining the candidates for Director
The policy and procedures for the Board of Directors in determining the candidates for Director are as follows.
 Policy• The individuals nominated and elected for Director shall be of different and diverse backgrounds who possess
specialist knowledge and experience, etc., such as individuals who are well-versed and possess deep insight
into particular business operations of the Company, individuals with broad experience regarding global
corporations, or who have gained international experience through engaging in business operations overseas,
individuals with abundant insight as corporate managers, and so forth.
• Through the nomination and election of multiple Outside Directors, the Company intends to strengthen the
supervision function and achieve highly transparent management by incorporating the viewpoints of outside
personnel who are independent from the Company’s management.
• The individuals nominated and elected for Outside Director shall not have any significant conflict of interest
with the Adastria Group and shall be able to maintain their independence.
 Procedure• Concerning the procedure for nominating and electing candidates for Director, the Representative Director shallsubmit an original proposal for candidates, then, after the prospective candidates have been discussed by the
Nomination and Compensation Advisory Committee, the final decision regarding nomination is made by the
Directors at the Board of Directors meeting.

5

No.

1

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company
May 1971

Joined Fukudaya Clothes Store Inc. (currently theCompany)
Director of Fukudaya Clothes Store Inc.

Jun. 1982

Senior Managing Director of Fukudaya Clothes Store Inc.

Apr. 1991

Representative Director, President of Bears Factory
Limited (currently Adastria Logistics Co., Ltd.)Mar. 1993

Representative Director, President of POINT INC.
(currently the Company)

Dec. 2002

Representative Director, President of POINT TW INC.
(currently Adastria Taiwan Co., Ltd.

<Reelection>

May 2004

Representative Director, Chairman of POINT INC.
(currently the Company)

Michio Fukuda(July 10, 1946)

May 2010

Representative Director, Chairman & President of POINT
INC.

Sep. 2013
Tenure as Director
50 years (at theconclusion of this May 2015
General Meeting of
Shareholders)
May 2018

Representative Director, Chairman of Adastria Holdings
Co., Ltd. (currently the Company)

Number of theCompany’s
Shares Owned

1,048,040

Representative Director, Chairman & Chief Executive
Officer of Adastria Holdings Co., Ltd.
Representative Director, Chairman & President of theCompany (present)

Attendance at
Apr. 2021 Director and Chairman of BUZZWIT Co., Ltd. (present)
Board of Directors
Director and Chairman of ELEMENT RULE Co., Ltd.
meetings(present)
16/16
Significant concurrent positions outside the Company
Director and Chairman of BUZZWIT Co., Ltd.
Director and Chairman of ELEMENT RULE Co., Ltd.
Reasons for nominating the candidate as Director
Michio Fukuda has been nominated as a candidate for Director because the candidate
has the achievements of demonstrating leadership and promoting the growth andexpansion of the Company’s business since the candidate assumed the office ofRepresentative Director of the Company in 1993. The Company proposes thecandidate’s election as Director to utilize the candidate’s rich experience accumulated
thus far and thereby receive the candidate’s contribution to improving the corporate
value of the Company.

6

No.

Name
(Date of Birth)<Reelection>
Osamu Kimura(September 2,
1969)

2

Career Summary, and Positions and Responsibility in the Company
Sep. 2011

Representative Director, President of TRINITY ARTS
INC. (currently the Company)

Apr. 2013

Director of FRIENDS Co., Ltd.

Sep. 2013

Director of Adastria Holdings Co., Ltd. (currently theCompany)
Director of Adastria Asia Co., Ltd.

Feb. 2014

Director of N9&PG Co., Ltd. (currently Adastria
Logistics Co., Ltd.)May 2015

Director, Senior Executive Officer of Adastria Holdings
Co., Ltd. (currently the Company)

Jun. 2016

Managing Director of the Company

Nov. 2016

Director, Vice President of Peoples Inc.
Director, Vice President of ALICIA Co., Ltd. (currently
BUZZWIT Co., Ltd.)Mar. 2017

Director, Vice President of ELEMENT RULE Co., Ltd.
(present)

Tenure as Director
Oct. 20179 years and 8months (at theconclusion of this Mar. 2018
General Meeting ofMay 2019
Shareholders)Number of theCompany’s
Shares Owned

23,876

Representative Director, President of ADASTRIA eat
Creations Co., Ltd. (present)
Executive Vice President of the Company (present)
Director of NATURAL NINE TRADING (SHANGHAI)
LTD. (present)

Attendance atFeb. 2020
Director of BUZZWIT Co., Ltd. (present)
Board of Directors
Significant concurrent positions outside the Company
meetings
Director of BUZZWIT Co., Ltd.
16/16
Director, Vice President of ELEMENT RULE Co., Ltd.
Representative Director, President of ADASTRIA eat Creations Co., Ltd.
Director of NATURAL NINE TRADING (SHANGHAI) LTD.
Reasons for nominating the candidate as Director
Osamu Kimura has been nominated as a candidate for Director because the candidate
has gained extensive experience and many achievements in the field of sales and store
development, and the candidate has worked as a Representative Director of AdastriaGroup companies in the past. The Company proposes the candidate’s election as
Director to utilize the candidate’s rich experience and abundant achievements
accumulated thus far and thereby receive the candidate’s contribution to improving thecorporate value of the Company.

7

No.

Name
(Date of Birth)<Reelection>
Taiki Fukuda(April 11, 1978)

3

Career Summary, and Positions and Responsibility in the Company
Mar. 2004

Joined IMS Co., Ltd.

Apr. 2005

Joined POINT INC. (currently the Company)

Mar. 2014

General Manager of Overseas Division of Adastria
Holdings, Co., Ltd. (currently the Company)

May 2014

Representative Director, President of Adastria Asia Co.,
Ltd.

Mar. 2016

General Manager of Communication Design Division of
the Company

Mar. 2017

General Manager of Corporate Planning Division of theCompany

May 2017

Director, General Manager of Corporate Planning
Division of the Company

Number of theCompany’s
Shares Owned

202,624

Tenure as Director Mar. 2018
Director of the Company (present)
4 years (at the
Chairman of Management Board of Velvet, LLC
conclusion of this(present)
General Meeting of May 2018
Director of Adastria General Support Co., Ltd. (present)
Shareholders)
May 2019
Director of Adastria Logistics Co., Ltd. (present)
Attendance at
Significant concurrent positions outside the Company
Board of Directors
Director of Adastria Logistics Co., Ltd.
meetings
Director of Adastria General Support Co., Ltd.
16/16
Chairman of Management Board of Velvet, LLC
Reasons for nominating the candidate as Director
Taiki Fukuda has been nominated as a candidate for Director because the candidate has
gained extensive experience and many achievements in Japan and overseas, and thecandidate has worked as a Representative Director, President of an overseas subsidiaryof the Company in the past. The Company proposes the candidate’s election as Director
to utilize the candidate’s rich experience and abundant achievements accumulated thus
far and thereby receive the candidate’s contribution to improving the corporate value of
the Company.

8

No.

Name
(Date of Birth)<Reelection>

Career Summary, and Positions and Responsibility in the Company
Apr. 1991

Joined The Sanwa Bank, Limited (currently MUFG
Bank, Ltd.)

Jul. 2006

Joined POINT INC. (currently the Company) General
Manager of President’s Office

Mar. 2008

Executive Officer, General Manager of President’s
Office of POINT INC.

Jun. 2010

Executive Officer, General Manager of New Business
Division of POINT INC.

Mar. 2012

Executive Officer, General Manager of Strategy
Promotion Department of POINT INC.

Nov. 2012Managing Executive Officer, General Manager ofStrategy Promotion Department and Miscellaneous
Goods Business Department of POINT INC.

Sep. 2013

General Manager of Finance Department of Adastria
Holdings, Co., Ltd. (currently the Company)

Mar. 2015

Senior Executive Officer, General Manager of Business
Promotion Division of Adastria Holdings Co., Ltd.

Masayuki Kindo(December 5, 1967) Mar. 2016

4

Tenure as Director Mar. 2018
3 years (at theconclusion of this
General Meeting of
Shareholders)
Attendance atBoard of Directors
meetings
16/16

Number of theCompany’s
Shares Owned

5,900

Senior Executive Officer, General Manager of General
Headquarters of Sales of the Company
Senior Executive Officer, General Manager of General
Headquarters of Management and Overseas AssistanceDivision of the Company
Director of Adastria Asia Co., Ltd. (present)
Director of POINT (Shanghai) Co., Ltd. (currently niko
and ... (Shanghai) Co.,Ltd.) (present)
Representative Director, President of POINT TW INC.
(currently Adastria Taiwan Co., Ltd.) (present)
Director of Adastria Korea Co., Ltd.

May 2018

Director of the Company (present)

Aug. 2019

Director of Adastria (Shanghai) Co., Ltd. (present)

Significant concurrent positions outside the Company
Director of Adastria Asia Co., Ltd.
Director of Adastria (Shanghai) Co., Ltd.
Director of niko and ... (Shanghai) Co.,Ltd.
Representative Director, President of Adastria Taiwan Co., Ltd.
Reasons for nominating the candidate as Director
Masayuki Kindo has been nominated as a candidate for Director because the candidate
has gained knowledge in finance and accounting based on his experience in a financial
institution, and the candidate has gained extensive experience and many achievements
in corporate strategy, finance and sales in the Company. The Company proposes thecandidate’s election as Director to utilize the candidate’s rich experience and abundantachievements accumulated thus far and thereby receive the candidate’s contribution to
improving the corporate value of the Company.

9

No.

Name
(Date of Birth)<Reelection>

Career Summary, and Positions and Responsibility in the Company
Apr. 1999

Joined FIVE FOXes CO., LTD.

Feb. 2007

Joined DROP INC. (currently the Company)

Sep. 2010

General Manager of studio CLIP Department of
TRINITY ARTS INC. (currently the Company)

Mar. 2012

General Manager of niko and ... Department of
TRINITY ARTS INC.

Mar. 2013

Executive Officer, General Manager of Sales Division of
TRINITY ARTS INC.

May 2014

Director, General Manager of Sales Division of
TRINITY ARTS INC.

Mar. 2015

Executive Officer, General Manager of Sales II Divisionof Adastria Holdings, Co., Ltd. (currently the Company)

Yoshiaki Kitamura Apr. 2016
(January 25, 1976)
Mar. 2018

5

Tenure as Director
2 years (at theconclusion of this
General Meeting of
Shareholders)Number of theCompany’s
Shares Owned

7,106

Representative Director of Adastria Korea Co., Ltd.
Senior Executive Officer, General Manager of General
Headquarters of Sales of the Company
Director of Adastria Asia Co., Ltd. (present)
Director of POINT (Shanghai) Co., Ltd. (currently niko
and ... (Shanghai) Co.,Ltd.) (present)
Director of POINT TW INC. (currently Adastria Taiwan
Co., Ltd.) (present)

May 2019
Director of the Company (present)
Attendance atBoard of Directors Aug. 2019
Director of Adastria (Shanghai) Co., Ltd. (present)
meetings
15/16
Significant concurrent positions outside the Company
Director of Adastria Asia Co., Ltd.
Director of Adastria (Shanghai) Co., Ltd.
Director of niko and ... (Shanghai) Co.,Ltd.
Director of Adastria Taiwan Co., Ltd.
Reasons for nominating the candidate as Director
Yoshiaki Kitamura has been nominated as a candidate for Director because thecandidate has gained extensive experience and many achievements in the field of sales
such as through driving the growth of the Company’s core brands. The Company
proposes the candidate’s election as Director to utilize the candidate’s rich experienceand abundant achievements accumulated thus far and thereby receive the candidate’scontribution to improving the corporate value of the Company.

10

No.

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company
Apr. 1966

6

Joined IBM Japan, Ltd.

Jan. 1993

Executive Vice President of IBM Japan, Ltd.

Nov. 1993

Chairman of Price Waterhouse Consultants Co., Ltd.
(currently PwC Consulting LLC)

May 2000

Director and Adviser of Jusco Co., Ltd. (currently
AEON CO., LTD.)

Oct. 2002

Chairman of IBM Business Consulting Services KK

Feb. 2004

Director, President & CEO, Representative Executive
Officer of JAPAN TELECOM CO., LTD (currently
SoftBank Corp.)

Hideki Kurashige(September 11,
1942)

Oct. 2006

President and Senior Managing Director of RHJI
Industrial Partners Asia, Inc.

May 2007

Outside Director of AEON CO., LTD.

Tenure as outside
Director
7 years and 8months (at theconclusion of this
General Meeting of
Shareholders)Jun. 2007

Outside Director of ASAHI TEC CORPORATION

Dec. 2007

Representative Director and Chairman of RHJ
International, Japan, Inc.

May 2008

CEO, Representative Director of SIGMAXYZ Inc.

Apr. 2010

Chairman, Representative Director of SIGMAXYZ Inc.

Apr. 2011

Chairman of IT Frontier Corporation (currently Tata
Consultancy Services Japan, Ltd.)<Reelection><Outside><Independent>

Number of theCompany’s
Shares Owned

Attendance at
Apr. 2012
Board of Directors
meetings
Apr. 2013
16/16

Chairman, Representative Director of IT Frontier
Corporation

Sep. 2013

Outside Director of Adastria Holdings Co., Ltd.
(currently the Company) (present)

Mar. 2019

Representative Director and Chairman of SIGMAXYZ
Inc. (present)

Representative Director, Chairman and President of
SIGMAXYZ Inc.

Significant concurrent positions outside the Company
Representative Director and Chairman of SIGMAXYZ Inc.

11

–

No.

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company

Number of theCompany’s
Shares Owned

Reasons for nominating the candidate as outside Director and overview of
expected roles
Hideki Kurashige has been nominated as a candidate for outside Director because thecandidate has rich experience and extensive insight accumulated while working at
global companies. The Company proposes the candidate’s election as outside Director
to benefit from the guidance that the candidate would provide in the area of promoting
sound and efficient management.
As an outside Director who is independent from management, the Company expects
that the candidate will continue to play an appropriate role in enhancing the supervisory
function of the Board of Directors of the Company by supervising and providing advice,
etc. on the execution of duties by Directors from his perspective as a manager.
Independence of the candidate
The Company has appointed Hideki Kurashige as an independent officer as provided
for by the Tokyo Stock Exchange and notified the exchange to that effect. If thecandidate is reelected, the Company will continue to have the candidate as anindependent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Hideki Kurashige to limit the liability for damages under Article
423, paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

12

No.

Name
(Date of Birth)<Reelection><Outside><Independent>
Tadamitsu Matsui(May 13, 1949)

7

Career Summary, and Positions and Responsibility in the Company
Jun. 1973

Joined THE SEIYU Co., Ltd. (currently Seiyu GK)

May 1993

Director, General Manager of General Affairs andPersonnel Division of RYOHIN KEIKAKU CO., LTD.

May 1999

Representative Director, President of RK TRUCKS CO.,LTD. (currently RYOHIN KEIKAKU CO., LTD.)May 2000

President and Representative Director of MUJI.net Co.,
Ltd. (currently MUJI House Co., Ltd.)

Jan. 2001

President and Representative Director of RYOHINKEIKAKU CO., LTD.

Apr. 2001

Director of MUJI.net Co., Ltd. (currently MUJI House
Co., Ltd.)

Feb. 2002

President and Representative Director and Executive
Officer of RYOHIN KEIKAKU CO., LTD.

Feb. 2008

Chairman and Representative Director and Executive
Officer of RYOHIN KEIKAKU CO., LTD.

May 2009

President and Representative Director of MUJI.net Co.,
Ltd. (currently MUJI House Co., Ltd.)

Tenure as outside
Director
Oct. 2010
7 years and 8months (at theconclusion of this
General Meeting of Jun. 2013
Shareholders)
Sep. 2013

Attendance atBoard of Directors Jun. 2014
meetings
May 2015
15/16
Jun. 2016
Nov. 2016

President and Representative Director of T&T
Corporation (currently Matsui Office Corporation)(present)
Outside Director of Resona Bank, Limited
Outside Director of Adastria Holdings Co., Ltd.
(currently the Company) (present)
Outside Director of Resona Holdings, Inc. (present)
Outside Director of OOTOYA Holdings Co., Ltd.
Outside Director of NEXTAGE Co., Ltd. (present)
Outside Director of New Constructor’s Network Co.,
Ltd. (present)
Outside Director of SADAMATSU Company Limited(currently Festaria Holdings Co., Ltd.) (present)

Significant concurrent positions outside the Company
President and Representative Director of Matsui Office Corporation
Outside Director of Resona Holdings, Inc.
Outside Director of NEXTAGE Co., Ltd.
Outside Director of New Constructor’s Network Co., Ltd.
Outside Director of Festaria Holdings Co., Ltd.

13

Number of theCompany’s
Shares Owned

4,000

No.

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company

Number of theCompany’s
Shares Owned

Reasons for nominating the candidate as outside Director and overview of
expected roles
Tadamitsu Matsui has been nominated as a candidate for outside Director as theCompany believes that the candidate is qualified for the position due to the candidate’s
experience and insight gained as a business manager for major corporations (retail) andwith the expectation that this experience and insight can benefit the management of theCompany. Accordingly, the Company proposes the candidate’s election as outside
Director.
As an outside Director who is independent from management, the Company expects
that the candidate will continue to play an appropriate role in enhancing the supervisory
function of the Board of Directors of the Company by supervising and providing advice,
etc. on the execution of duties by Directors from his perspective as a manager.
Independence of the candidate
The Company has appointed Tadamitsu Matsui as an independent officer as provided
for by the Tokyo Stock Exchange and notified the exchange to that effect. If thecandidate is reelected, the Company will continue to have the candidate as anindependent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Tadamitsu Matsui to limit the liability for damages under Article
423, paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

14

No.

8

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company
May 1998

Ph.D. in Business Administration, University ofCalifornia, Berkeley

Dec. 1998

Assistant Professor, Faculty of Commerce andManagement, Hitotsubashi University

Apr. 1999

Assistant Professor, the Graduate School of International
Corporate Strategy, Hitotsubashi University

Jun. 2002

Associate Professor, the Graduate School ofInternational Corporate Strategy, Hitotsubashi University(The Japanese title for Associate Professor was changed
from Jokyoju to Junkyoju in 2007)

Mar. 2010

Outside Director, OTSUKA KAGU, LTD.

Apr. 2010<Reelection><Outside><Independent>

Visiting Professor, Collaborative Research Sector,
National Institute of Informatics, Research Organizationof Information and Systems
Professor, the Graduate School of International
Corporate Strategy (currently Business Administration),
Hitotsubashi University (present)

Sep. 2013

Satoshi Akutsu(July 11, 1966)

Outside Director of Adastria Holdings Co., Ltd.
(currently the Company) (present)

Jun. 2017

Outside Director of Nojima Corporation

Tenure as outside
Director (at theconclusion of this
General Meeting of
Shareholders)
7 years and 8monthsNumber of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company
Professor, the Graduate School of Business Administration, Hitotsubashi University
Reasons for nominating the candidate as outside Director and overview of
expected roles

Satoshi Akutsu has been nominated as a candidate for outside Director, although thecandidate has never participated in the management of companies other than as an
outside officer, as the Company believes that the candidate is qualified for the position
due to the candidate’s many achievements as a marketing specialist and with the
Attendance at
expectation that the candidate would provide useful advice and more in relation to theBoard of Directors Company’s overall marketing business and the management of the Company canmeetings
benefit from this advice, with a focus on business development strategies. Accordingly,
16/16
the Company proposes the candidate’s election as outside Director.
As an outside Director who is independent from management, the Company expects
that the candidate will continue to play an appropriate role in enhancing the supervisory
function of the Board of Directors of the Company by supervising and providing advice,
etc. on the execution of duties by Directors from his perspective as a marketing expert.
Independence of the candidate
The Company has appointed Satoshi Akutsu as an independent officer as provided forby the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate
is reelected, the Company will continue to have the candidate as an independent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Satoshi Akutsu to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

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No.

Name
(Date of Birth)<Reelection><Outside><Independent>
Hiromi Horie(June 19, 1956)

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Career Summary, and Positions and Responsibility in the Company
Apr. 1981

Joined Nara Machinery Co., Ltd.

May 1988

Joined Levi Strauss Japan KK

Dec. 1999

Marketing Senior Manager of Levi Strauss Japan KK

Mar. 2005

Public Affairs Division Manager of Starbucks Coffee
Japan, Ltd.

Dec. 2006

Marketing Division Manager of Starbucks Coffee Japan,
Ltd.

Aug. 2010

Marketing Officer of Starbucks Coffee Japan, Ltd.

May 2016

Outside Director of the Company (present)

Mar. 2017

Representative Director of Haruka Co., Ltd. (present)

Mar. 2021

Outside Director of Kanro Inc. (present)

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company
Representative Director of Haruka Co., Ltd.
Outside Director of Kanro Inc.

Reasons for nominating the candidate as outside Director and overview of
expected roles
Tenure as outside Hiromi Horie has been nominated as a candidate for outside Director as the Company
Director (at the
believes that the candidate is qualified for the position due to the candidate’s many
conclusion of this achievements as a manager of public affairs and marketing division for major
General Meeting of corporations (retail and restaurant) and with the expectation that these assets can benefit
Shareholders)the management of the Company. Accordingly, the Company proposes the candidate’s
5 years
election as outside Director.
As an outside Director who is independent from management, the Company expects
Attendance atBoard of Directors that the candidate will continue to play an appropriate role in enhancing the supervisory
function of the Board of Directors of the Company by supervising and providing advice,meetings
etc. on the execution of duties by Directors, mainly from the perspective of public
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relations and marketing.
Independence of the candidate
The Company has appointed Hiromi Horie as an independent officer as provided for by
the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate isreelected, the Company will continue to have the candidate as an independent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Hiromi Horie to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

Notes: 1. Each of the candidates has no special interest in the Company.
2. “Number of the Company’s Shares Owned” indicates the number of shares owned as of February 28, 2021.
3. The Company has entered into a liability insurance contract with an insurance company for officers as
stipulated in Article 430-3, paragraph 1 of the Companies Act, with all officers, etc. of the Company and its
subsidiaries as insureds. The insurance contract covers damages suffered by the insureds due to claims fordamages made against them arising from their acts (including omissions) carried out in the course of theirduties. However, there are certain exemptions to the contract, such as not being covered for damages arisingfrom acts carried out while aware that such acts would be in violation of laws and regulations. Each of thecandidates in this proposal has already been insured under the relevant insurance contract and will continue
to be insured after their election. The insurance premiums are paid in full by the Company, including thespecial clause. The Company plans to renew the insurance contract during each candidate’s term of office.

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