NOTICE OF 2023 General
Meeting of Shareholders(Year from 1 September 2022 to 31 August 2023)
Date and time

10:30 am JST, Thursday,
30 November, 2023
Location

Main Conference Room, Head Office
Conference Building, 10717-1 Sayama,
Yamaguchi City, Yamaguchi, Japan
Matters for Resolution
Proposal 1: Election of Ten Directors
Proposal 2: Election of Two Audit &Supervisory Board Members

FAST RETAILING CO., LTD.
Stock CodeTokyo Stock Exchange: 9983
Hong Kong Stock Exchange (Main Board): 6288

Take Action for the Future
The management of any company must be based on the premise ofsustainability. A company must be a going concern, which means it is financial
stable and can expect to exist indefinitely. Ever since founding Fast Retailing,
I have always believed in the importance of managing the company with common
sense, and from a global perspective, in order to ensure its sustainable future.
Japan lies at the very core of our LifeWear (ultimate everyday clothes) values.
We have inherited the values of Japan’s excellent manufacturing industry. We arehighly attentive to the minutest details of our clothing. We are directly involved in
the production processes for each and every garment, and we make our clothes
together with long-term partner factories with which we have built deep bonds oftrust. We have always used the very latest technologies to innovate and advancethe actual clothes themselves, to make constant and repeated improvements,
and to evolve and refine the clothes-creation process. This commitment toJapanese aesthetics, detailed product creation, and diligence has won the
support of customers around the world and helped facilitate our company’s
impressive growth to date.
From our humble beginnings on a shopping street in a rural coal mining
community, we have continued to provide truly good products to our customers
with earnest spirit and determination. Thanks to that commitment, we were able
to achieve considerable increases in both revenue and profit in fiscal 2023
(September 1, 2022 to August 31, 2023), with revenue rising by 20.2% year on
year to 2.7665 trillion yen and operating profit expanding by 28.2% to 381.0
billion yen. Looking further ahead, our aim is to achieve sales of 5 trillion yen overthe next few years and then subsequently expand those sales to 10 trillion yen.
I am confident that we will be able to achieve those aims if we continue to offer
constantly evolving LifeWear to customers around the world. Regarding ourmanagement framework, we decided to appoint our current UNIQLO Global CEO,
Daisuke Tsukagoshi, as President and COO of UNIQLO Co., Ltd. as part of thedrive to strengthen our team management structure, and to further promote our
global business. Going forward, all Group companies will work together under Mr.
Tsukagoshi’s guidance to realize unified Zen-in Keiei management in which all
employees adopt a managerial mindset, and to generally improve the quality of
our management.
Looking at the current state of the world, I see a mountain of problems thatneed to be solved, from wars to widening income inequality, climate change, andother equally challenging issues. I believe that we can contribute significantly tothe solving of global challenges by leveraging the unique culture and ideas thatJapanese people and Japanese companies have cultivated. I firmly believe we
can help create a peaceful and stable world if we can join forces with individuals
and companies that share our high aspirations. We will continue to tackle futurechallenges, driven by our mission: Changing clothes. Changing conventional
wisdom. Change the world.

Tadashi Yanai Chairman, President and CEO

Convocation Notice

9 November, 2023

NOTICE OF 2023 GENERAL MEETING OF SHAREHOLDERS
10:30 am JST, Thursday, 30 November, 2023

2. Location:

Main Conference Room, Head Office
Conference Building 10717-1 Sayama,
Yamaguchi City, Yamaguchi, Japan

Matters ofReporting

1. Reports on the business report, consolidated financial
statements and financial statements for the fiscal 2023 (1September 2022 to 31 August 2023)
2. Results of the audit of the consolidated financial statements by
the Independent Auditors and the Board of Statutory Auditors
for fiscal 2023 (1 September 2022 to 31 August 2023)

Matters of
Resolution

4. Electronic Provision of Reference Materials for the General Meetingof Shareholders
When we convene the General Meeting of Shareholders, we take measures toprovide the items for electronic provision, such as the Business Report and theReference Materials for the General Meeting of Shareholders, on the following
websites.

P3

Business Report
Number of Stores by Business Segment, Employees, Principal Lenders,Shares, Items Relating to External Officers, Independent Auditors,
Share Subscription Rights and Ensuring Business Operations (corporate
governanceConsolidated Financial Statements
Consolidated Statement of Changes in Equity, Notes to the Consolidated
Financial Statements

P5

Financial Statements
Balance Sheet, Income Statement, Statement of Changes in net assets,
Notes to Financial Statements

Business ReportElection of Ten Directors
Proposal 2: Election of Two Audit &Supervisory Board Members
Proposal 1:(1) A document stating the items for which the electronic provision measures apply
will be sent to all relevant persons regardless of whether it has been requested
or not. However, the items listed below are not included in the document, in
accordance with laws and regulations and Article 15 of the Company’s Articles
of Incorporation. The said document forms part of the documents subject toaudit by the Company’s Audit & Supervisory Board and Accounting Auditor
when preparing their auditing reports.

The Reference Materials

3. Items to be dealt with the Meeting:

Convocation Notice

1. Date and Time:

5. Other Items

Auditor Report
Accounting Auditor reports on financial statements, Audit & Supervisory
Board audit reports(2) In the event of a revision to the items for electronic provision, we will upload
the revised content to the company website listed on p3.

P20
Consolidated
Financial Statements

Fast Retailing website

https://www.fastretailing.com/eng/ir/stockinfo/meeting.html

P51

Auditors’ Report
P53

3

4

THE REFERENCE MATERIALS FOR THE 2023
GENERAL MEETING OF SHAREHOLDERS
Proposal 1

Election of Ten Directors

Candidate
NumberExecutive Director(Representative)

51 years

Nobumichi Hattori

Reappointment
External Director
Independent Officer

Non-Executive
Director

18 years

Masaaki Shintaku

Reappointment
External Director
Independent Officer

Non-Executive
Director

14 years

Naotake Ono

Reappointment
External Director
Independent Officer

Non-Executive
Director

5 years

92.3%(12 of 13)

Sep. 1972

Kathy Mitsuko Koll

Reappointment
External Director
Independent Officer

Non-Executive
Director

2 year100%(13 of 13)

Sep. 1984

Joji Kurumado

Reappointment
External Director
Independent Officer

Non-Executive
Director

1 year100%(10 of 10)

Nov. 2002

Reappointment
External Director
Independent Officer

Non-Executive
Director

1 year90%(9 of 10)

Nov. 2005

Executive
Director

5 years100%(13 of 13)

Jun. 2009

Reappointment

Executive
Director

5 years100%

Nov. 2018(13 of 13)

Sep. 2023

Reappointment

Executive
Director

74 years old

65 years old

69 years old

75 years old

58 years old

67 years old

Yutaka Kyoya
61 years old

Takeshi Okazaki
58 years old

Kazumi Yanai
49 years old

Koji Yanai
46 years old

Reappointment

5 years100%(13 of 13)100%(13 of 13)100%(13 of 13)100%(13 of 13)

The Company expects candidates for Director to have a high level of knowledge andexperience, particularly in Corporate Management, Global Business, and Sustainability. We also
believe that any advice or recommendations based on knowledge and experience in thespecialist fields of IT & Digital, Store Development, Logistics, Treasury, Accounting & Financewill be useful to our business management. We have listed the specialist areas below to which
we expect each candidate for director will make a special contribution. This list is by no means
an exhaustive representation of the candidates’ expertise.
Tadashi Yanai :Sep. 2005
Sep. 2008
Nov. 2011

P5

Major concurrent officers:
External Director, Nippon Venture Capital Co., Ltd.
Chairman, Fast Retailing Foundation
Chairman & CEO, UNIQLO CO., LTD. and director or executive officer at 17 othersubsidiaries of the Company

P20

Selection for Chairman, President and CEO

Since being appointed President and CEO in 1984, Tadashi Yanai has spent 39 years leading
the management team and expanding the Group into one of the world’s leading Specialty
store retailers of Private-label Apparel. As the founder of Fast Retailing, his impressive
management experience, broad operational knowledge, and consistent commitment toimproving corporate value are vital to the Group’s continued growth. We highly recommend
Mr. Yanai’s as a candidate for director.

P51

Auditors’ Report

Corporate Management, Global Business, Sustainability, IT & Digital, Store Development, Logistics,
Treasury, Accounting & FinanceNobumichi Hattori : Corporate Management, Global Business, Sustainability, Treasury, Accounting & Finance
Masaaki Shintaku : Corporate Management, Global Business, Sustainability, IT & Digital
Naotake Ono :Corporate Management, Global Business, Sustainability, Store Development, Logistics
Kathy Mitsuko Koll : Corporate Management, Global Business, Sustainability, Treasury, Accounting & FinanceJoji Kurumado :Corporate Management, Global Business, Sustainability, Store Development
Yutaka Kyoya :Corporate Management, Global Business, Sustainability, Logistics
Takeshi Okazaki : Corporate Management, Global Business, Sustainability, IT & Digital, Treasury, Accounting & FinanceKazumi Yanai :Corporate Management, Global Business, Sustainability
Koji Yanai :Corporate Management, Global Business, Sustainability

Jun. 2001

Director, FAST RETAILING CO., LTD.
Senior Managing Director, FAST RETAILING CO., LTD.
President & CEO, FAST RETAILING CO., LTD.
External Director, SOFTBANK GROUP CORP. (Retired Dec. 31, 2019)
Chairman and CEO, FAST RETAILING CO., LTD.
Chairman, President and CEO, FAST RETAILING CO., LTD. (current)
Chairman, President and CEO, UNIQLO CO., LTD.
Director and Chairman, GOV RETAILING CO., LTD. (currently G.U. CO., LTD.) (current)
External Director, Nippon Venture Capital Co., Ltd. (current)
Director, LINK THEORY JAPAN CO., LTD. (current)
Chairman, Fast Retailing Foundation (current)
Chairman & CEO, UNIQLO CO., LTD. (current)

Consolidated Financial
Statements

Candidates for Director; Fields of Expertise

Aug. 1973

P3

Business Report

Reappointment

Tadashi Yanai

Reference5

DOB: 7 February 1949
No. of years as a Board Member.
51 (at the conclusion of current AGM)
Board of Directors’ meeting attendance:
100% (13 of 13)
No. of Fast Retailing shares held:
59,751,852 shares
Career profile and Fast Retailing positions held:
Aug. 1972 Joined FAST RETAILING CO., LTD.

No. of years as aboard director

The Reference Materials

1
2
3
4
5
6
7
8
9
10

Reappointment

Position

Name

Board of director’s
meeting attendance

1

Tadashi Yanai
Convocation Notice

The terms of office of all ten current Directors of FAST RETAILING CO., LTD. (the “Company”) will
expire at the conclusion of the General Meeting of Shareholders, so we propose the election of
ten Directors at this meeting. The candidates for Director are as follows:

Candidate Message

I believe our mission is to make the world a better place through the clothing business basedon our corporate philosophy: Changing clothes. Changing conventional wisdom. Change theworld. There are no national borders in economics, and global companies are expected tofulfill significant social responsibilities. We will continue to grow as an ever improving company
and strive to deliver clothing happiness and joy to people worldwide through our LifeWear(ultimate everyday clothing).

P53

6

Reappointment

External Director

Independent Officer

Reappointment

External Director

Independent Officer

DOB: 10 September, 1954
No. of years as a Board Director:
14 (at the conclusion of current AGM)
Board of Directors’ meeting attendance:
100% (13 of 13)
No. of Fast Retailing shares held: —shares

Career profile and Fast Retailing positions held:
Apr. 1981 Joined Nissan Motor Co., Ltd.

Career profile and Fast Retailing positions held:
Apr. 1978 Joined IBM Japan, Ltd.

Nov. 1998
Oct. 2003
Jun. 2005
Nov. 2005
Apr. 2009
Mar. 2015
Jun. 2015
Jul. 2016

Selection for External Director and Overview of Expected Role

Candidate Message

I believe the best way to increase shareholder value is to prize the capital market perspective andobjectively judge how capital markets perceive Fast Retailing’s corporate value. I intend to conductsolid global risk management and offer advice from a broad range of perspectives to ensure Fast
Retailing continues to fulfill market expectations as a highly respected company that is expected tocontinue to grow strongly in the future.

Jan. 2001
Apr. 2008
Jun. 2008
Nov. 2009
Mar. 2019
Jun. 2020
Jun. 2021
Apr. 2023

P5

Major concurrent officers:
External Director, NTT DOCOMO, INC.
External Director, NTT Communications Corporation
Member of External Audit Committee, Juntendo University School of Medicine Juntendo Clinic

P20

Selection for External Director and Overview of Expected Role

Having amassed rich management expertise and experience as the leader of US information
systems company Oracle Corp. in Japan, Masaaki Shintaku is now involved in a wide rangeof activities, including serving as an outside Audit & Supervisory Board Member for a medical
institution. We consider his knowledge and experience to be extremely beneficial to ourcompany and his presence to be irreplaceable because his long service renders him familiar
with the company and his direct and precise comments from an independent standpoint
serve as a valuable guide for management. We expect him to contribute to the fields of IT,
digital, and ESG activities.

P51

Auditors’ Report

Nobumichi Hattori has experience presiding over M&A advisory projects in Japan in the major
US bank Goldman Sachs & Co. LLC and is well versed in how companies operate in capital
markets. He also currently researches M&A and corporate valuation at the graduate school of
Waseda University in Tokyo. We consider his knowledge and experience to be extremely
beneficial to our company and his presence to be irreplaceable because his long service
renders him familiar with the company and his direct and precise comments from an
independent standpoint serve as a valuable guide for management. We expect him to help
improve our corporate value in global markets.

Aug. 2000

Joined Oracle Corporation Japan
President & CEO, Oracle Corporation Japan
Executive Vice President, Oracle Corporation
Vice Chairman, Special Olympics Nippon(currently Special Olympics Nippon Foundation)
Chairman, Oracle Corporation Japan (Retired Dec. 31, 2008)
External Director, FAST RETAILING CO., LTD. (current)Counselor, Special Olympics Nippon Foundation
External Director, NTT DOCOMO, INC. (current)
External Director, NTT Communications Corporation (current)
Member of External Audit Committee, Juntendo University School of Medicine
Juntendo Clinic (current)

Consolidated Financial
Statements

Major concurrent officers:
Visiting Professor, Waseda Business School of (Graduate School of Business and Finance)
External Audit & Supervisory Board Member, Frontier Management Inc.
External Director, Hakuhodo DY Holdings Inc.
Visiting Professor, Graduate School of Business Administration, Keio University

Dec. 1991

Business Report

Oct. 2006

Joined Goldman Sachs and Company, Headquarters (New York)Managing Director and M&A Advisory of Japan for Goldman Sachs andCompany Headquarters (New York)
Visiting Associate Professor, Graduate School of International Corporate
Strategy, Hitotsubashi University
External Director, Miraca Holdings Inc. (Currently H. U. Group Holdings, Inc.)
External Director, FAST RETAILING CO., LTD. (current)
Visiting Professor, Graduate School of International Corporate Strategy, Hitotsubashi University
Visiting Professor, Waseda Business School of (Graduate School of Business and Finance) (current)
External Audit & Supervisory Board Member, Frontier Management Inc. (current)
External Director, Hakuhodo DY Holdings Inc. (current)
Visiting Professor, Graduate School of Business Administration, Keio University (current)

P3
The Reference Materials

DOB: 25 December, 1957
No. of years as a Board Director:
18 (at the conclusion of current AGM)
Board of Directors’ meeting attendance:
100% (13 of 13)
No. of Fast Retailing shares held: —shares

Jun. 1989

7

3

Masaaki Shintaku
Convocation Notice2

Nobumichi Hattori

Candidate Message

Fast Retailing is proceeding with its transformation into a digital consumer retailing company andaccelerating its efforts to analyze data and acquire knowledge. Having invested efficiently intransforming IT systems, we now see those systems supporting Fast Retailing operations andearning the Company a strong reputation for successfully utilizing IT. The Company is attracting
exceptionally talented employees and building frameworks for the next stage of growth. The Board
wants to help advance this trajectory.

P53

8

Reappointment

External Director

Independent Officer

Reappointment

External Director

Independent Officer

DOB: 2 February 1965
No. of years as a Board Director:
2 (at the conclusion of current AGM)
Board of Directors’ meeting attendance:
100% (13 of 13)
No. of Fast Retailing shares held: —shares

Career profile and Fast Retailing positions held:
Apr. 1971 Joined Daiwa House Industry Co., Ltd.

Career profile and Fast Retailing positions held:
Jan. 1990 Joined Barclays de Zoete Wedd, Limited (current Barclays Capital)

Apr. 2004
Apr. 2007
Apr. 2011
Nov. 2017
Nov. 2018
Apr. 2021
May 2021

Major concurrent officers:
Part-time Director, Nomura Management School Foundation
Special Advisor, ASAI KEN ARCHITECTURAL RESEARCH INC.
Special Advisor, PATIENCE CAPITAL GROUP

Jan. 1998
Jan. 2000
Apr. 2015
Nov. 2018
May 2021
Jul. 2021
Nov. 2021

Nov. 2021

Joined Goldman Sachs Japan Co., Ltd.
Managing Director, Goldman Sachs Japan Co., Ltd.
Partner, Goldman Sachs Japan Co., Ltd.
Vice President, Goldman Sachs Japan Co., Ltd. (retired Dec. 2020)
Director, Fast Retailing Foundation
General Partner, MPower Partners Fund L.P. (current)
External Director, Paidy Inc.
Councilor, Fast Retailing Foundation (current)
External Director, FAST RETAILING CO., LTD. (current)

P5

Major concurrent officers:
Councilor, Fast Retailing Foundation
General Partner, MPower Partners Fund L.P.
*The amount of transactions with the Group or payment of monies or other assets based on her position as councilor of theFast Retailing Foundation meets the “Standards for Evaluating the Independence of External Officers” on page 16.

P20
Consolidated Financial
Statements

Selection for External Director and Overview of Expected Role

Mar. 1994

Business Report

Jun. 2018

Director, Daiwa House Industry Co., Ltd.
Senior Managing Executive Officer, Deputy Head of Marketing Division, Daiwa
House Industry Co., Ltd.
Executive Vice President, Head of Marketing Division,
Daiwa House Industry Co., Ltd.
President & COO, Daiwa House Industry Co., Ltd.
Special Advisor, Daiwa House Industry Co., Ltd. (Retired Mar. 31, 2021)
Part-time Director, Nomura Management School Foundation (current)
External Director, FAST RETAILING CO., LTD. (current)
Special Advisor, ASAI KEN ARCHITECTURAL RESEARCH INC. (current)
Special Advisor, PATIENCE CAPITAL GROUP (current)

P3
The Reference Materials

DOB: 28 October, 1948
No. of years as a Board Director:
5 (at the conclusion of current AGM)
Board of Directors’ meeting attendance:
92.3% (12 of 13)
No. of Fast Retailing shares held: —shares

Jun. 2000

Selection for External Director and Overview of Expected Role

Naotake Ono has amassed a wealth of management knowledge and experience as President& COO of Daiwa House Industry Co., Ltd., a major construction company in Japan. He
incorporates on-the-ground perspectives when making suggestions based on his experienceas General Manager of Sales. We believe Mr. Ono’s experience and expertise as an
outstanding manager are useful and vital to FR’s drive to accelerate UNIQLO and GU store
development in global markets. We expect him to contribute to the Company’s store-opening
strategy, logistics and other areas. Therefore, we nominate him for external director.

Kathy Mitsuko Koll has extensive experience in investment and ESG challenges having served
as Chief Japan Strategist and Vice Chair of U.S. brokerage firm Goldman Sachs Securities
before becoming General Manager of Japan’s ESG-focused global venture capital fundMPower Partners Fund L.P. Announced in 1999, her concept of “womenomics” resonateddeeply with people the world over and her analysis of diversity and sustainability from theperspective of economic rationality has influenced many companies and investors. We expect
her to contribute to our company’s global management, diversity management, and ESG
challenges and so we nominate her for external director.

Candidate Message

Candidate Message

When I was in senior management, I believed that a company’s frontline operations were the mostimportant, and I still do. I visit the stores and casually listen to opinions on the sales floor. I also
propose improvements in our management that I gained from customer experiences as an individual
consumer. Our Board is well-balanced and boasts members with diverse business backbones.
Everyone exchanges lively opinions and Mr. Yanai is always open to ideas.

As Fast Retailing’s first female external director and the first director who is not a Japanese national,
I strive to make proposals from a variety of perspectives. I have particular expertise and experiencein ESG matters and Mr. Yanai, who is also well versed in ESG matters, shares my belief that diversity
is the driver of growth. I want to work even harder to help create the organizational frameworks toachieve this. Nurturing role models who promote “womenomics” is part of that effort.

P51

Auditors’ Report

95Kathy Mitsuko Koll
Convocation Notice4

Naotake Ono

P53

10

Reappointment

External Director

Independent Officer

7

Yutaka Kyoya
Reappointment

External Director

Independent Officer

DOB: 7 January 1962
No. of years as a Board Director:
1 (at the conclusion of current AGM)
Board of Directors’ meeting attendance:
90% (9 of 10)
No. of Fast Retailing shares held: —shares

Career profile and Fast Retailing positions held:
Apr. 1981 Joined TAKENAKA CORPORATION

Career profile and Fast Retailing positions held:
Apr. 1984 Joined, Mitsubishi Corporation

Jan. 1982
Apr. 2012
Apr. 2013
May 2014
Apr. 2015
Apr. 2017
Sep. 2022
Nov. 2022

Major concurrent officers:

Selection for External Director and Overview of Expected Role

Apr. 2014
Nov. 2015
Apr. 2016
Apr. 2019
Jun. 2021
Apr. 2022
Nov. 2022

P5

Major concurrent officers:
Representative Director, President and CEO, CSO and CHO, Mitsubishi Shokuhin

P20*The value of any transactions between the Fast Retailing Group and Mitsubishi Shokuhin or Mitsubishi Corporation meet the“Standards for Evaluating the Independence of External Officers” on page 16.

Selection for External Director and Overview of Expected Role

Yutaka Kyoya has a deep knowledge and expertise of the so-called consumer business field
having been involved for many years in the retail and distribution business at major general
trading company Mitsubishi Corporation. He also possesses deep management insightacquired in his position as Representative Director of Mitsubishi Shokuhin Co., Ltd. We expect
him to apply this knowledge and experience to improving Fast Retailing’s sales strategy,
logistics, and other aspects, so we have nominated him as a candidate for external director.

P51

Auditors’ Report

Joji Kurumado has a wealth of knowledge and experience in building design, construction
work, and large-scale development projects, thanks to his involvement over many years indesign and construction supervision at the major general construction company Takenaka
Corporation, his role in multiple architectural projects, and his participation in urban
development and environmental development planning. His deep knowledge extends beyond
architecture to art and fine arts in general. He also possesses deep insight into management
and overseas business drawn from his experience of overseas client projects during his
tenure as Executive Managing Officer at Takenaka Corporation. Fast Retailing aims toaccelerate store openings in global markets going forward and we expect Mr. Kurumado will
apply his knowledge and expertise to help create even more attractive stores, so we havenominated him as a candidate for external director.

May 2013

Division COO, Foods (Commodity) Division, Mitsubishi Corporation
Director, Lawson
Executive Officer, Division COO, Living Essential Resources Division,
Mitsubishi Corporation
Director, OLAM INTERNATIONAL LIMITED
Executive Vice President, Group CEO, Living Essentials Group,
Mitsubishi Corporation
Executive Vice President, Group CEO, Consumer Industry Group,
Mitsubishi Corporation (retired 31 Mar. 2021)
Representative Director, President and CSO, Mitsubishi Shokuhin
Representative Director, President and CEO, CSO and CHO,
Mitsubishi Shokuhin (current)
External Director, FAST RETAILING (current)

Consolidated Financial
Statements*The value of any transactions between the Fast Retailing Group and TAKENAKA CORPORATION meet the “Standards for
Evaluating the Independence of External Officers” on page 16.

Apr. 2013

Business Report

Apr. 2022

Registered, First-Class Architect
General Manager of Design Division, TAKENAKA CORPORATION
Executive Officer and General Manager of Design Division, TAKENAKACORPORATION
Director, Architectural Institute of Japan (AIJ Building Committee)
Executive Officer in charge of design, TAKENAKA CORPORATIONManaging Executive Officer, TAKENAKA CORPORATION
Adviser, TAKENAKA CORPORATION (Retired Mar. 26, 2023)
Adjunct and Part-time teacher, Department of Architecture, School of Creative
Science and Engineering, WASEDA UNIVERSITY (current)
External Director, FAST RETAILING CO., LTD. (current)

P3
The Reference Materials

DOB: 23 April 1956
No. of years as a Board Director:
1 (at the conclusion of current AGM)
Board of Directors’ meeting attendance:
100% (10 of 10)
No. of Fast Retailing shares held: —shares

Convocation Notice6

Joji Kurumado

Candidate Message
Candidate Message

I intend to use my experience and expertise in construction to offer even better proposals and advice
on how to promote next-generation stores based on future sustainable standards. That means
determinedly pursuing today what is necessary to balance profit and sustainability based on futureoriented scenarios. I want to support such innovation at Fast Retailing as a director.
11

I have been involved for many years in food and food-related work that correlates with LifeWear interms of being a daily necessity. I have worked in the United States and various Asian markets andhave experience as a global manager. I want to apply that knowledge to help Fast Retailing, which
exhibits great growth potential. I intend to fulfill my responsibilities as an external director by helping
improve the Company’s medium- to long-term corporate value.

P53

12

Reappointment

DOB: 9 July 1965
No. of years as a Board Director:
5 (at the conclusion of current AGM)
Board of Directors’ meeting attendance:
100% (13 of 13)
No. of Fast Retailing shares held: 3,834 shares

Jul. 1998
Jan. 2005
Aug. 2011
Aug. 2011
Sep. 2012
Nov. 2018
Nov. 2018

Major concurrent officers:
Councilor, Fast Retailing Foundation
Chairman, FAST RETAILING (CHINA) TRADING CO., LTD.
President, FAST RETAILING FRANCE SAS
CEO, Fast Retailing USA, Inc.
Representative Director of PLST CO., LTD. and director or executive officer at 22 othersubsidiaries of the Company

Since entering the company in 2011 as Group CFO, Takeshi Okazaki has helped create a global
framework in the management fields of accounting and financial affairs, management planning,and purchasing, etc. He has demonstrated leadership across our operations as one of the core
drivers of the Ariake Project. As Group CFO, Mr. Okazaki is expected to maintain a deep
awareness of the most important issues for the overall Group and speedily solve problems
through strong leadership, so he has been nominated as a candidate for director.

The key to growing Fast Retailing’s corporate value is to increase the value of LifeWear, forwhich customers around the world are developing a deeper affinity, to earn trust as a company
that is essential to daily living and continue to fulfill the expectations of customers worldwide.
I intend to invest in human capital, branding, digitalization and other operational infrastructure,avidly promote operational reform, and prize the fundamental principles of a customer-centricand frontline-driven retailing industry in order to build an organization that will enable us tobecome No.1 in terms of customer satisfaction.
13

Career profile and Fast Retailing positions held:
Sep. 1997 Joined The Goldman Sachs Group Inc.
Jul. 2004
Sep. 2009
Jan. 2012
Nov. 2012
Nov. 2013
Nov. 2015
Jul. 2017
Nov. 2018
Jun. 2020
Aug. 2022

Joined Link Theory Holdings (US) Inc. (current Theory LLC) New York HQ
Joined FAST RETAILING CO., LTD.
Chairman, Theory LLC Chairman (current)Group Executive Officer, FAST RETAILING CO., LTD.
COO, UNIQLO USA LLC
Chairman, UNIQLO USA LLC (current)
CEO, Chairperson and President, J BRAND HOLDINGS, LLC
Director, FAST RETAILING CO., LTD. (current)Group Senior Executive Officer, FAST RETAILING CO., LTD. (current)
Chairman, President and CEO, LINK THEORY JAPAN CO., LTD. (current)

P5

Major concurrent officers:
Chairperson, President and CEO, LINK THEORY JAPAN CO., LTD.
Chairperson, Theory LLC
Chairperson, UNIQLO USA LLC, and director or executive officer at 12 other subsidiaries of
the Company

P20

Selection for Director

Kazumi Yanai started work at a FR subsidiary company in 2004 after gaining experience in the
US global investment bank Goldman Sachs. He has developed a rich international business
management perspective through his firsthand management experience at our US Theory
operation and UNIQLO USA. Having built up a wealth of experience in international corporate
management, he now also serves as President of LINK THEORY JAPAN CO., LTD. Kazumi
Yanai’s experience is necessary to the further growth of the Group as we seek to expand our
global operations, so he has been nominated as a candidate for director.

P51

Auditors’ Report

Candidate Message

P3

Consolidated Financial
Statements

Selection for Director

DOB: 23 April 1974
No. of years as a Board Director:
5 (at the conclusion of current AGM)
Board of Directors’ meeting attendance:
100% (13 of 13)
No. of Fast Retailing shares held:
14,345,424 sharesBusiness Report

Jun. 2023

Joined Mckinsey & Company
Partner, Mckinsey & Company
Joined FAST RETAILING CO., LTD.
Group Executive Officer & CFO, FAST RETAILING CO., LTD.
Group Senior Executive Officer & CFO, FAST RETAILING CO., LTD. (current)
Councilor, Fast Retailing Foundation (current)
Director, FAST RETAILING CO., LTD. (current)
Representative Director, PLST CO., LTD. (current)

Reappointment

The Reference Materials

Career profile and Fast Retailing positions held:
Apr. 1988 Joined the Long-Term Credit Bank of Japan

9

Kazumi Yanai
Convocation Notice8

Takeshi Okazaki

Candidate Message

Fast Retailing really does want to make the world a better place. To that aim we need toleverage our global human capital and world resources and make our company even stronger. It
is my job to ensure people understand our corporate philosophy and culture and to directly
convey our belief that individual growth helps generate corporate growth and create a better
future. I want to fulfill my responsibility as a member of the founding family and a director of thecompany.

P53

14

Reappointment

Career profile and Fast Retailing positions held:
Apr. 2001 Joined Mitsubishi Corporation
Apr. 2009
Sep. 2012
May 2013
Sep. 2013
Nov. 2018
Jun. 2020

Seconded to Mitsubishi Corporation’s food subsidiary Princes Limited in the UK
Joined FAST RETAILING CO., LTD. to manage UNIQLO sports marketing
General Manager, Global Marketing Division, UNIQLO CO., LTD.
Group Executive Officer, FAST RETAILING CO., LTD.
Director, FAST RETAILING CO., LTD. (current)Group Senior Executive Director, FAST RETAILING CO., LTD. (current)

Consumer behavior has grown more vigorous worldwide now that COVID-19 has been brought
under control. I believe it is our duty as a company involved in global commerce to boost thesatisfaction of existing customers and to earn the trust of new customers. I will focus on
responding to ever more discerning customer observations and demands in the post-COVID
era and helping develop the areas for which I am responsible in order to create a kind andcaring brand that exudes a sense of comfort and security.
15

P20

P51

Auditors’ Report

Candidate Message

Standards for Evaluating the Independence of External Officers
A person shall not qualify as an Independent Director or Audit & Supervisory Board
Member of the Company, if:(1) he/she is, or has been within the past three years a Business Partner*1 or an Executive
Officer*2 of a Business Partner*2 of the Fast Retailing Group, whose annual businessdealings with Fast Retailing Group during the most recent business year constituted
2% or more of the Fast Retailing Group’s consolidated revenue;(2) he/she is, or has been within the past three years, A Business Partner*1 of the Fast
Retailing Group of an Executive Officer of a Business Partner*2 of the Company,
whose annual business dealings with the Fast Retailing Group during the most recent
business year constituted 2% or more of the Business Partner’s consolidated
revenue;(3) he/she is a consultant, an accountant or an attorney who receives, or has received
over the past three years, any monies or property equivalent to 10 million yen or morefrom the Fast Retailing Group, except for remuneration as an Officer; or(4) he/she is, or has been over the past three years, a partner, an associate or an
employee of an accounting auditor of the Company or its subsidiaries.

Consolidated Financial
Statements

Koji Yanai amassed experience at a major Japanese trading company before entering theCompany in 2012. He has exhibited leadership in the field of global and sports marketing at the
UNIQLO operation, and as the Officer in Charge of Sustainability. His knowledge and experienceof marketing and sustainability are necessary for improving the Group’s brand value andpromoting further growth of global operations, so he has been nominated as a candidate fordirector.

P5

Business Report

Selection for Director

P3
The Reference Materials

DOB: 19 May 1977
No. of years as a Board Director:
5 (at the conclusion of current AGM)
Board of Directors’ meeting attendance:
100% (13 of 13)
No. of Fast Retailing shares held:
14,343,831 shares

Outline of Non-executive Directors limited liability agreement
To enable Non-executive Directors to fulfill their roles to the best of their ability and meet
expectations, Article 29 of the Company Articles of Incorporation stipulated that theCompany may enter into agreement with Non-executive Directors to limit their liability tocompensate for damages suffered due to negligence in the execution of their duties.
Accordingly, the Company has signed limited liability agreements with Nobumichi Hattori,
Masaaki Shintaku, Naotake Ono, Kathy Mitsuko Koll, Joji Kurumado and Yutaka Kyoya.
These agreements shall be extended in the event that these six persons are re-elected as
Non-executive Directors. The agreement is outlined below:
The limited liability agreement is based on provisions in Article 427, Paragraph 1 of theCompanies Act, and limits the liability for damage under Article 423, Paragraph 1 of theCompanies Act. The agreement state that liability for damages shall be limited to either
5,000,000 yen or the amount stipulated by law, whichever represents the higher figure.
Outline of Indemnity Liability Insurance Contract for Executive Officers, etc.
Fast Retailing forms an indemnity liability insurance contract for executive and otherofficers with an insurance company as prescribed in Article 430, Paragraph 3, Item 1 of theCompany’s Act. Any damages suffered through damage claims originating from action
taken by insured parties based on his/her corporate position will be compensated under
this aforementioned insurance contract, which is renewed on an annual basis. Eachcandidate will become an insured person under the aforementioned contract if they areelected to the position of director.
The Tokyo Stock Exchange has been notified that Nobumichi Hattori, Masaaki Shintaku,
Naotake Ono, Kathy Mitsuko Koll, Joji Kurumado and Yutaka Kyoya as Independent
Officers, and we will notify the Exchange if their reappointment is approved.
Yanai Tadashi, Takeshi Okazaki and Kazumi Yanai serve as Directors on the Board of UNIQLO
CO., LTD. or other Fast Retailing Group Subsidiary companies. The Company has contracts
with all of these companies regarding the use of the brand and other pertinent items.
Tadashi Yanai serves as Chairman and Takeshi Okazaki and Kathy Mitsuko Koll serve as
Councilors on the Fast Retailing Foundation. The Company has concluded a concluded acontract with the Foundation pertaining to the lease of office space etc.
The Company has no specific interests or agreements with any of other candidates for
Director.

Convocation Notice

10

Koji Yanai*1 “Business Partner” includes law firms, auditing firms, tax accounting firms, consultants and any otherorganizations.
*2 “Executive Officer” means (i) for corporations, executive directors, executive officers, corporate officers andemployees, and (ii) for non-corporate entities (including general incorporated associations (shadan-hojin),
general incorporated foundations (zaidan-hojin), and partnerships), directors with executive functions, officers,
partners, associates, staff and other employees.

P53

16

Proposal 2

Election of Two Audit & Supervisory Board Members

the conclusion of this General Meeting. We therefore ask that the number of Audit & Supervisory
Board Member is increased by one, and would like to nominate two Audit & Supervisory Board
Members.
The Audit & Supervisory Board has agreed to this proposal.
The details of the candidate for Audit & Supervisory Board Member are as follows:
Candidate
Number2

Masumi Mizusawa Reappointment
64 years old

Tomohiro Tanaka
32 years old

No. of years as aboard director

Board of meeting
attendance

Audit &
Supervisory
Board
Member

4 years

Directors’ meeting
100%
Auditors’ meeting
100%

—

—

Position

Reappointment

DOB: 22 July 1959
No. of years as an Audit & Supervisory Board Member:
4 (at the conclusion of current AGM)
Board of Directors’ meeting attendance:
100% (13 of 13)
Audit & Supervisory Board meeting attendance:
100% (13 of 13)
No. of Fast Retailing shares held: 1,269 shares
Career profile and Fast Retailing positions held:
Nov. 1981 Joined the International Department of Yamaichi Securities Co., Ltd.
Mar. 1988
Oct. 2001

New Appointment—

Feb. 2004

Nov. 2020

Joined the Research Department of Kleinwort Benson Securities(the Tokyo branch of Dresdner Kleinwort Wasserstein (Japan) Ltd)
Joined FAST RETAILING CO., LTD. the Investor Relations Department
General Manager, Global Corporate Management and Control Investor
Relations Division, FAST RETAILING CO., LTD.
Audit & Supervisory Board Member, FAST RETAILING CO., LTD. (current)
Audit & Supervisory Board Member, LINK THEORY JAPAN CO., LTD. (current)

P5

Business ReportNov. 2019

Major concurrent officers:
Audit & Supervisory Board Member, LINK THEORY JAPAN CO., LTD.

P20
Consolidated Financial
Statements

Outline of Indemnity Liability Insurance Contract for Executive Officers, etc.
Fast Retailing forms an indemnity liability insurance contract for executive and otherofficers with an insurance company as prescribed in Article 430, Paragraph 3, Item 1 of
the Company’s Act. Any damages suffered through damage claims originating fromaction taken by insured parties based on his/her corporate position will becompensated under this aforementioned insurance contract, which is renewed on anannual basis. The candidates will become an insured persons under the aforementioned
contract if thy are elected to the position of Audit & Supervisory Board Members. The
Company would plan to renew the insurance contract with the same content if required
during a term in office.
Tomohiro Tanaka is a new candidate for the Audit & Supervisory Board Member
The Company has no specific interests or agreements with the candidates for Audit &Supervisory Board Member.

P3
The Reference Materials

1

Name

1

Masumi Mizusawa
Convocation Notice

The term of office of Masumi Mizusawa, Audit & Supervisory Board Member, will expire upon

Selection for Audit & Supervisory Board Member

Since entering Fast Retailing in 2001, Masumi Miyazawa has served as the director of Investor
Relations for 1 8 years, so she has a thorough knowledge of Groupwide operations. She has
also worked hard to actively improve Fast Retailing’s ESG evaluation and corporate value.
Since becoming Audit & Supervisory Board Member, she has used her knowledge andexperience to voice opinions and offer advice and support in the Sustainability Committee, the
Human Resources Committee, and other committee venues. We believe she makes a valuable
contribution to the Fast Retailing Group. Therefore, we have nominated her as a candidate for
Audit & Supervisory Board Member.

P51

Auditors’ Report

Candidate Message

As an increasingly global business operator, Fast Retailing is expected to pursue highly
disciplined governance. Multiple unforeseen risks can arise when conducting global businessand I am able to provide proactive advise and support as an Audit & Supervisory Board Member
who is extremely familiar with the issues of each operation to ensure the Company can grow inthe right direction. I also focus on promoting greater diversity, including the empowerment of
women in the workplace.
17

P53

18

2

Tomohiro Tanaka

2023 Performance by Business Segment
Business Report Fiscal
2022.09.01 -- 2023.08.31

New Appointment

DOB: 13 March 1991
No. of years as an Audit & Supervisory Board Member:—
Board of Directors’ meeting attendance:—
Audit & Supervisory Board meeting attendance:—
No. of Fast Retailing shares held: 99 shares
Career profile and Fast Retailing positions held:
Apr. 2013 Joined Ernst & Young ShinNihon LLC (current EY Ernst & Young ShinNihon LLC)
Sep. 2015
Feb. 2017
Jul. 2018
Mar. 2020
Nov. 2021
Mar. 2023

Qualification of Certified Public Accountants
Joined PwC Advisory LLC
Joined FAST RETAILING CO., LTD. Corporate Management and Control Dept.
Manager, FAST RETAILING CO., LTD. Global Corporate Management andControl Consolidated Accounting
General Manager, Finance department UNIQLO TAIWAN LLC
CFO, UNIQLO TAIWAN (Retired at the end of Oct. 2023)

Achieves Record
Revenue andOperating Profit
Revenue

2.7665 trillion yen
Operating profit
Selection for Audit & Supervisory Board Member

381.0 billion yen

With practical experience in corporate auditing at a major audit firm, this candidate joined theCompany in 2018 and has held the positions as the head of consolidated accounting and CFO
for the UNIQLO Taiwan business. This candidate has contributed to the advancement of ourconsolidated accounting operations thanks to rich accounting knowledge and deep
understanding of the Company’s operations, and has demonstrated business management
skills in Taiwan. We believe this candidate can ensure proper management of the Company
and contribute to the establishment of a corporate governance system appropriate for a global
business, bringing a fresh perspective underpinned by practical experience.

19

Candidate Message

Revenue

In today’s era of rapid change, speedy management is more important than ever before. At thesame time, I believe that appropriately controlling risks and making management decisions
based on multiple perspectives is key to promoting global growth. I will help enhance corporate
value over the medium to long term by fully exploiting internal and external experience amassed
to date as well as youthful strength, maintaining an optimal balance between offensive anddefensive action, and building a corporate governance structure befitting of a global company.

Operating profit

FY '84 '85 '86 '87 '88 '89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21 '22 '23

20

1. Fast Retailing Group Business Performance

Revenue/Operating profit (billions of yen)
Revenue

Profit attributable to owners of the parent (billions of yen)

UNIQLO Japan

Operating profit

2,766.5381.0

2,301.1
297.3

FY2023

Segment revenue (billions of yen)

FY2022296.2

FY2023

Dividend per share (yen)UNIQLO Japan

UNIQLO international

GU

Global Brands

206.67

FY2022

FY2023 SG&A ratio: Improved 0.6 point to 34.7%. Storerents, distribution, and other ratios improved on the back ofstrong sales. While the personnel cost ratio rose slightly
following our decision to increase salary levels, sales per
employee improved and productivity increased.

1,437.1
890.4

FY2022

FY2023

FY2023 same-store sales rose 7.6%. Sales of HEATTECH
and other Winter ranges proved strong in the first half andAIRism and other Spring Summer ranges and trendy
bottoms in the second half.
FY2023 gross profit margin: 47.9% (down 1.0 point). The
first-half margin declined by 2.2 points as the sharp
weakening in the Japanese yen inflated procurement costs
on additional production. However, the margin improved by
0.4 point in the second half on improved discounting rates
and cost of sales.

290.00810.2

FY2023 revenue: 890.4 billion yen (+9.9%), operating profit:
117.8 billion yen (+9.2%). Profit expanded especiallystrongly in the second half thanks to higher revenue andimprovements in the gross profit margin and SG&A ratio.
However, despite a rise in sales, first-half profit declined
slightly on a contraction in the gross profit margin.

FY2023

Our common stock was split on a 3-to-1 basis, effective
March 1, 2023. The amounts of dividends for previous
business years reflect this stock split.

Revenue¥890.4 bln
810.2

P20

UP

Operating profit

P51

Y/Y

9.9%

FY2022 FY2023¥117.8 bln
107.9

Auditors’ Report

141.6
123.1 295.2
246.0
1,118.7

273.3

Consolidated
Financial Statements

FY2022

21

P5

Uniqlo Maebashi Minami IC StoreBusiness Report

Financial Highlights

P3
The Reference Materials

The Fast Retailing Group generated significant increases in revenue and profit in fiscal 2023,
or the twelve months from 1 September 2022 to 31 August 2023. Consolidated revenue
totaled 2.7665 trillion yen (+20.2% year on year) and operating profit totaled 381.0 billion yen(+28.2%).
Profit before income tax totaled 437.9 billion yen (+5.9%) following the recording of 31.5 billion
yen in net interest income and 25.3 billion yen in foreign exchange gains on foreign-currency
denominated assets. Profit attributable to owners of the Parent totaled 296.2 billion yen(+8.4%). These results represented a record performance for the third consecutive year.
All markets in the UNIQLO International segment performed strongly and reported significant
increases in revenue and profit. UNIQLO International accounted for over 50% of consolidated
revenue for the first time, and approximately 60% of the consolidated operating profit total.
UNIQLO operations in Europe, the United States, and Southeast Asia continued to expand
their customer bases and moved into a solid growth phase. Performance in the Greater China
region also recovered in the second half of FY2023 and moved back into an expansionary
phase. These results illustrate an emerging diversification of our earnings pillars.
UNIQLO Japan reported higher revenue and profit as the operation managed to provide productsthat meet customer needs and to pursue low-cost management despite a generally toughbusiness environment in the backdrop of sharply rising raw materials prices, and yen weakness.
GU reported considerable rises in revenue and profit after enhancing the development of
products that captured mass fashion trends.

Convocation Notice

1 Fiscal 2023 Business Performance (Year to 31 August 2023)

Y/Y

9.2%
UP

FY2022 FY2023

P53

22

TOPICS

RE.UNIQLOSTUDIO offers to
repair or remake
customers’ favorite clothes to givethem a new leaseof life.

Relax and enjoya specialty coffee
at the UNIQLOCOFFEE BOX,
along with butter
cookies andchocolate cookies from the local
Maebashi additive-free cookie
factory.

Uniqlo Maebashi Minami IC StoreThe UNIQLO Fun-packed
Maebashi Minami IC StoreThe UNIQLO Maebashi Minami IC Store, with its huge UNIQLO logo and impressive exterior,
opened near the Maebashi Minami interchange on the Kita-Kanto Expressway on April 21.
Along with an extensive 2,500m2 sales floor, the store offers a range of comfortable, fun-filled
spaces and services for both adults and children to enjoy. The store design was supervised bywell-known creative director Kashiwa Sato. The new UNIQLO LOGO STORE construction styleis based on a range of concepts that go beyond the simple purchasing of clothes and aspire tocreate venues where people can gather and have fun, or learn about UNIQLO’s corporate
stance.
The new Maebashi store has evolved from the traditional roadside store format by creating an
open atmosphere for the local community that makes people feel they could stay all day andwant to come back again. It offers multiple innovative in-store and outdoor services, including
the UNIQLO KIDS BOX area, where kids can play freely, and the UNIQLO GARDEN lawn area,
where customers can relax between shopping.
The UNIQLO Maebashi store is located next to the widely anticipated IKEA Maebashi store
due to open in 2024 with many other large retails stores nearby. Given its easy access from the
Maebashi Minami interchange, the store is expected to attract many customers from a wide
area centered around the Kita-Kanto Expressway.
The new store boasts various environment-conscious and ingenious features and hosts
various events as part of our ongoing aim to create the most comfortable store environment. So,
why not come and enjoy a completely new shopping experience.
23

UNIQLO FLOWER, located inside the huge UNIQLO
logo box on the right of the front entrance, offers
roughly 30 varieties of seasonal fresh flowers to add
color to the everyday lives of customers. Buy one
bunch for the reasonable price of 390 yen or threebunches for 990 yen. The booth can also make upbouquets on request.

Kids can have great
fun at the UNIQLOKIDS BOX, complete with a slideand playfully
designed cushions
shaped like lettersthat spell out“UNIQLO.”New Environment-conscious Stores for the Future Era
The store is experimenting with various ways tohelp the environment. The majority of the store’s
energy consumption is expended on electric
lighting and air-conditioning, so the store installedskylights and other ideas to make better use ofnatural light and also installed solar panels on theroof. These efforts are expected to help reduce the
UNIQLO Maebashi store’s electricity consumption
for lighting, air-conditioning, and other equipment
by approximately 40% compared to conventional
UNIQLO roadside stores.* The energy generated
from solar panels is estimated to offset roughly
15% of total power consumption (UNIQLO
calculation). Other creative environment-conscious
measures include the use of wall insulation madefrom recycled clothing, and the installation of an
air curtain near the building’s automatic door toeffectively curb the inflow of outside air and theoutflow of temperature-controlled indoor air when
the door is open. We will continue to strive tocreate a comfortable shopping space in thisenvironment-conscious prototype store.
*Comparison assuming the same area for the UNIQLO
Tomioka Store and the UNIQLO Maebashi Minami IC Store,
both located in Gunma Prefecture.

24

IndiaSE Asia, India &Australia

10

Thailand62

342

Vietnam

19

Malaysia

54

29

71

28.5%
UP

FY2022 FY2023

Operating profit¥226.9 bln
158.3

Y/Y

43.3%
UP

FY2022 FY2023

25

Y/Y

P5

“The UNIQLO Southeast Asia, India & Australia operation regained its strong growth path in
FY2022 after a temporary dip caused by COVID 19. In FY2023, revenue far outstripped the 300
billion yen mark. Customer affinity increased as we released content and held in-store events toconvey the intrinsic product value of our LifeWear ultimate everyday clothing. I also feel thattrust in the UNIQLO brand is deepening as customers witness our earnest efforts to provide thesupport that local communities need by, for example, donating masks, providing emergency
clothing aid to flood-stricken areas, and planting trees. We are winning the support of more andmore local customers each year, and affinity is also growing among customers in their teens
and twenties, which constitute a considerable portion of the population.
Our store network had expanded to 342 stores at the end of August 2023. In the past, wehave focused on opening outlets in shopping malls, but sales atroadside stores are also proving robust. We intend to strengthen
roadside store openings going forward to help establish a new
purpose-driven pattern of purchasing behavior at UNIQLO
stores. We aim to open a considerable 60 to 70 new stores ayear, and we are also seeking to enhance branding and improvecustomer convenience by increasing store size and improving
store locations through our scrap and build policy.
The Southeast Asia, India & Australia region the greatest
growth potential in the world, so we will focus on
strengthening our human resources development, shifting
to a management structure run by a small number ofhighly talented people, and developing products
tailored to a sub-tropical climate. We are determined
to continue to make great strides on a global scale
to help us become a leading world brand thatenjoys the highest degree of customer trust.”

P20

P51

Yuki Yamada

Auditors’ Report

North America and Europe reported strong performances
as affinity toward the LifeWear concept deepened. UNIQLONorth America generated revenue of 163.9 billion yen(+43.7%) and operating profit of 21.1 billion yen (+91.9%).
Meanwhile, UNIQLO Europe achieved revenue of 191.3
billion yen (+49.1%) and operating profit of 27.3 billion yen(+82.5%).

1,118.7

33

Consolidated
Financial Statements

UNIQLO operations in South Korea and the Southeast
Asia, India & Australia region generated combined revenueof 449.8 billion yen (+46.1%) and operating profit of 78.2
billion yen (+36.4%) in FY2023. UNIQLO South Korea
reported higher revenue and profit. UNIQLO Southeast
Asia, India & Australia reported strong sales as the region
expanded its customer base and travel demand recovered.

¥1,437.1 bln

Australia

Business Report

The Greater China region reported a record full-year
performance, with revenue totaling 620.2 billion yen(+15.2%) and operating profit totaling 104.3 billion yen(+25.0%). Performance recovered markedly in the second
half to generate significant increases in both revenue andprofit as COVID-19 receded.

Revenue

Solid Growth for
UNIQLO SE Asia,
India & Australia

P3
The Reference Materials

UNIQLO International reported large revenue and profit
gains in FY2023 with revenue rising 28.5% year on year to
1.4371 trillion yen and operating profit expanding 43.3% to226.9 billion yen.

Indonesia

64

TOPICSUNIQLO International

Convocation Notice

The Philippines

Singapore

Uniqlo Orchard
Central store
Singapore

storesYoY+49End of August 2023

Group Executive Officer CEO,UNIQLO Singapore and Malaysia

P53

26

GU
GU revenue and profit rose significantly in FY2023.
Revenue: 295.2 billion yen (+20.0%), operating profit: 26.1
billion yen (+56.8%).
GU enjoyed strong sales throughout the period after
successfully narrowing the number of product items onoffer and strategically preparing sufficient volumes of items
that captured mass fashion trends.
Sales of Heavy Weight Sweat wear, Super Wide Cargo
Pants, and Pull-on pants, and other items proved
especially strong.
The SG&A ratio and operating profit margin improved
thanks to strong sales performance and cost controls.
Platforms for creating new and highly finished on-trend
products has been built as a result of strengthening our
product development frameworks by enhancing humanresources and changing organizational structures.

Global Brands
Revenue¥295.2 bln
246.0

Y/Y

20.0%
UP

FY2022 FY2023

Operating profit¥26.1 bln

16.6

Y/Y

56.8%
UP

FY2022 FY2023

27

FY2023 revenue expanded 15.0% to 141.6 billion yen. The
segment’s operating loss widened to 3.0 billion yen
following the recording of impairment losses on the closureof unprofitable stores and other costs relating to structuralreforms at the Comptoir des Cotonniers label.
Theory generated significantly higher revenue and profit
with Asia and Japan proving the key drivers of growth.
Sales of jackets, pants, and dresses proved strong as aresult of our efforts to convey better information about coreproducts.
PLST reported higher revenue and a smaller operating loss.
Customer visits increased as going-out demand recovered.
Strong sales of pants, shirts, and other core items also
helped fuel double-digit growth in same-store sales. We
are making steady progress on structural reforms that are
inspired by strong sales from boutiques located within
UNIQLO stores.
Comptoir des Cotonniers reported a decline in revenue andwider losses. The operation struggled to attract customers,
customer visits dropped, and revenue declined asprevailing inflation dampened consumer appetite and local
strikes adversely impacted performance.

Revenue¥141.6 bln
123.1

Y/Y

15.0%
UP
FY2022 FY2023

Operating profit¥(3.0) bln

Y/Y

(0.7)

DOWN

FY2022 FY2023

28

Workplace monitoring atpartner factories commenced

Entered into Global Partnership Agreementwith the United Nations Refugee Agency (UNHCR)

RE.UNIQLO clothes recycling launched
to extend the useful life of UNIQLO clothing

Launched our PEACE FOR ALL
charity T-shirt project to encourage world peace

2022
RECYCLEREUSE
REDUCE

2011
2020

2004

2011

2001
START

©Kamioka/UNIQLO

Fast Retailing’s recycling activities stem back to 2001

©Kamioka/UNIQLO

Social Contribution Office established(currently the Sustainability Department).
Clothing donated to refugees in Afghanistan

All-Product Recycling
Initiative commenced

2006

2021
Employment of refugees initiatedwhen we established our Social Contribution Office and began collecting and recycling fleece.
We continue to donate clothing to refugee camps around the world.
Our clothing is made and delivered by a diverse range of people who work with enthusiasm
and dedication in environments where worker health, safety,
and human rights are vigorously protected.
Fast Retailing is committed to helping promote the sustainable development of society
through its clothing business as part of its aim to reduce impact on the global environment
and to operate and prosper in tandem with local communities.

Changing our future throughthe power of clothing.

Announced FY 2030
Sustainability Targets and Action Plan

Environment
Create New Value Through Products

1 and Services

Material Area

3 Respect the Environment

Strive to Reduce Environmental Impact
Through Our Business Activities
We have opened RE.UNIQLO STUDIO in 25 stores in 13 markets including Japan (end August 2023).
We are accelerating efforts to encourage customers to wear their clothes carefully and for longer byoffering clothing repair and remake services.
We were selected as a 2022 A-List company by the international non-profit Carbon Disclosure Project(CDP) based on a strong evaluation of our leading initiatives and transparency in the two areas ofclimate change and water security. This is the highest international indicator.

31

Reduction vs. FY2019
FY2022 level
Reduction vs. FY2019

90％

16.9万t -CO2
45.7％

*Maximum donation: 1 million US dollars (third round),
1.5 million US dollars (fourth round). Donor: Fast
Retailing Co., Ltd., the operator of the UNIQLO brand.

P5

P20

View the JOIN website

GHG emissions in the supply chain*2
FY2030 target
Reduction vs. FY2019
FY2022 level
Reduction vs. FY201920％

390.7万t -CO2
6.2％

Sakana-kun Captains a Special SPOGOMI Event
UNIQLO holds fun SPOGOMI team competitions
that treat the picking up of litter as a sport. We
invited Sakana-kun, an ichthyologist and visiting
professor at Tokyokaiyo University, to captainspecial SPOGOMI! events in four locations
around Japan as part of the third round of the
project. Over 300 people attended a special
lecture by Sakana-kun and then helped pick up
litter while considering the marine garbage issue.
Cleaning up our city streets is an important firststep in reducing marine garbage worldwide.
UNIQLO will continue to promote fun initiatives
to help achieve that aim.

P51

Auditors’ Report*1 Emissions derived from energy used in stores and main offices, etc.
*2 Emissions related to the manufacture of raw materials, fabric, andgarment production for UNIQLO and GU products

FY2030 target

UNIQLO hopes to use this project to maximize awareness of marine garbage issues andencourage individuals to take action of their own. In 2023, the third round of project
activities was carried out on June 5 (Global Environment Day) through July 4, and thefourth round was conducted between October 6 and 31. UNIQLO committed to donate 1
US dollar to international organizations involved in reducing marine garbage for every
T-shirt or fleece item purchased during the
campaign period that is made from recycledmaterials or any products sporting the
UNIQLO sustainability ambassador
Doraemon Sustainability Mode ⓒFujiko-Pro
motif. The proceeds from the third projectwill be donated to the Asia-Pacific Cultural
Centre for UNESCO (ACCU), with proceedsfrom the fourth round being donated to theUnited Nations Educational, Scientific andCultural Organization (UNESCO) to help
fund educational programs that teachchildren about marine garbage issues andFluffy Yarn Fleece Full-Zip Jacket
reduce ocean garbage.
made from 100% recycled materials

Consolidated
Financial Statements

In order to achieve net-zero greenhouse gas (GHG) emissions
by 2050, we have set targets to reduce GHG emissions by
90% in our stores and major offices by FY2030 compared to
FY2019 levels, and by 20% across the UNIQLO and GU
supply chain over the same period.
When designing the UNIQLO Maebashi Minami IC store,
which was opened in April 2023, we introduced various
highly energy-efficient measures from the design stage, suchas natural lighting and solar panels, to help reduce overall
power consumption. Our aim is to achieve 100% renewableenergy usage by FY2030. In FY2022, we boosted renewableenergy usage to 42.4% across our UNIQLO and GU
operations as a whole. We are also encouraging the phasingout of coal as a fuel and the introduction of renewable energy
at our major partner factories that account for roughly 90% of
UNIQLO and GU production. In Bangladesh, it can be hard to
procure electricity derived from renewable energy directly or
indirectly, so we established a system to help procure
renewable energy power certificates. This is just one example
of our efforts to actively solve issues in each partner factoryand region. Furthermore, we are working to replaceapproximately 50% of all materials used in our products withmaterials that emit low levels of GHG including recycledmaterials by FY2030. We achieved materials that emit low
levels of GHG rate of approximately 6% for products
designed for the Spring Summer 2023 season at UNIQLO.

GHG emissions from the Company facilities*1

P3

Join us in our efforts to reduce ocean garbage through shopping

Business Report

Steady Reduction in Greenhouse Gas Emissions

UNIQLO has been conducting its JOIN: THE POWER OF CLOTHING campaign to help
reduce ocean garbage since July 2022. Our aim is to encourage our customers to also
participate in sustainability activities through shopping. The project is currently active inJapan and 22 other countries and regions around the world.

The Reference Materials

To help achieve our FY2030 targets, we are steadily reducing greenhouse gas emissions from ourstores, offices, and supply chain and switching to recycled materials.

Convocation Notice

Material Area

A project that helps reduce ocean garbage
JOIN: THE POWER OF CLOTHING

P53

Solar panels installed at a partner factory32

Material Area

1

Create New Value Through Products
and Services

Material Area

2 Respect Human Rights in Our Supply Chain

Material Area

4

Strengthen Communities

Material Area

5 Support Employee Fulfillment

Achieved Highest Marks in D&I Award

Working Environment Monitoring Results at Garment Factories (Evaluation of Partner Factories)
Grade

Main description

FR Group (UNIQLO)FY2022

FY2023459 (246)

417 (234)

Serious violations of the Code of Conduct(including insufficient provision of overtime pay, failure to grant statutory leave,
failure to pay wages during paid leave, failure to pay social insurance premiums,
long working hours, failure to provide breaks as stipulated in laws and regulations,failure to conclude employment contracts or provide adequate content)

78 (41)85 (38)Extremely serious violations of the Code of Conduct
Zero-tolerance items (including child labor, forced labor, oppression and harassment, discrimination,
inadequate safety precautions in buildings, obstructing the formation of unions,observedunjustifiably dissolving strikes, taking retaliatory action against employees who
file complaints, failure to pay wages, not meeting the minimum wage)

9 (4)

14 (5)

No important issues orImportant issues or zero-tolerance items were not observed
zero-tolerance items
Important issues
observed

P51

Auditors’ Report

33*1 Conducted by JobRainbow Co., Ltd., which initiatives to educate people
on LGBT issues and help LGBT groups find the jobs they want.
*2 In the Sales Department, the term “managers” refers to block leaders, area
managers, store managers of a certain grade and above. In the head office,managers refer to corporate officers, general managers, and group leaders.

P20
Consolidated
Financial Statements

Established in 2021, the D&I Award*¹ is the first index of its kind inJapan. Corporate diversity and inclusion (D&I) measures areassessed across five categories: Gender Gap, LGBT, Disability,
Multiculturalism, and Child/Nursing Care, with companies receiving adiversity score out of 100. Fast Retailing Co., Ltd. was rated highly in
the D&I Award 2022 index in recognition of its efforts to promote D&I.
Fast Retailing received a diversity score of 96 and the highestpossible “Best Workplace” rating. The award acknowledged Fast
Retailing’s respect for employee individuality, and its efforts to createa workplace with equal opportunities for all employees to challengethemselves and expand their potential. In 2015, Fast Retailing set up
an Office to Promote the Advancement of Women in the Workplace.
In 2019, this office was reorganized into the Diversity Promotion
Team, which has been implementing various initiatives to promote
diversity in four priority areas of gender, Global One Team, disabilities
and LGBTQ+. Having declared our intention to boost the ratio of
female managers*² to 50% by 2030, we expect to achieve a ratio of
44.7% in FY2023. We are also expanding schemes to help
employees of foreign nationality build careers and encourage thehiring of employees with disabilities. We believe that building richly
diverse teams will help us provide even better products and services
to our customers and we will continue to proactively develop further
initiatives going forward.

P5

Business Report

We are pursuing better traceability and striving to improve transparency because we believe that upholding
the human rights of all people working in the supply chain and building safe working environments are ourmost important responsibilities. In 2023, we extended our current monitoring of working environments at
fabric and garment manufacturers to include spinning mills and started auditing traceability.
We promote diversity & inclusion worldwide through initiatives designed to encourage gender equality,
diversity of race, ethnicity, and nationality, the employment of people with disabilities,
and a deeper understanding of the LGBTQ+ community.
We strive to provide growth opportunities for all employes and foster human resources to play
an active role on the global stage.

P3
The Reference Materials

Aim to Solve Problems Through Our
Clothing Business to Help Promote
Sustainable Social Development

At Fast Retailing, we want to deliver truly good products that our customers can handle with complete
peace of mind. With that aim in mind, we pursue full traceability across our supply chain, not only toconfirm the quality of our products, but also to ensure those products are being manufactured inenvironments with proper human and environmental processes. To gain a good grasp of the degree oftraceability for ourselves right back to raw materials procurement stage, we check working environments
through visits by our own employees, inspections by third-party organizations, and third-party
certifications. From Spring Summer 2023, UNIQLO started pursuing initiatives to help understand supply
chain plans for all its products from the raw materials stage through to spinning mills, fabric mills, andgarment factories, and we are now confirming the performance of some products against those plans.
We have been able to implement such measures because we have developed long-standing
partnerships with our partner factories. Fast Retailing requires fabric mills and garment factories to adhere
to our Code of Conduct for Production Partners and we have been monitoring working environments
based on that code since 2004. We introduced similar initiatives at spinning mills from 2023. We also
assign Production Department employees responsible for product quality and production processes toour local production offices in Shanghai, Ho Chi Minh City, Dhaka, Jakarta, and Bengaluru. These
employees visit partner factories on a weekly basis
to check on-the-ground conditions firsthand, and toprovide guidance on improvements and help
develop proper production processes. In otherwords, we work together with our partners factories
to achieve responsible procurement.
We tightened standards in our FY2023 monitoringof working environments in relation to discriminatory
treatment and working environments for migrant
workers, who can often find themselves invulnerable positions. We classify the charging of
employment fees for travel expenses, passport
renewal costs, etc. to migrant workers as a zerotolerance item and require partner factories toadhere to strict standards when addressing any
such burden. As a result, the number of offending
factories in our zero-tolerance evaluations rose toView the partner factories list
14. We agreed improvements and preventative
measures with all offending factories and havealready confirmed improvements at five factories.

Convocation Notice

SocialStrengthen Our Pursuit of Responsible Procurement and Traceability

Note: From September 2020 we started gradually changing our monitoring methods to the Social & Labor Convergence Program(SLCP), the common assessment program for the apparel industry. By the end of August 2023, we had largely introduced the
SLCP into all garment factories and major fabric mills, and we are now changing the disclosure of monitoring results tomatch the new monitoring framework.

P53

34

TOPICS

Convocation Notice

A Single T-shirt has the Power to Promote Peace
Our PEACE FOR ALL project encourages
Total funds raised frompeople to take action for peace through thesales of T-shirts
wearing of T-shirts. The project, launched inJune 2022, gives shape to UNIQLO’s desire to
take action based on a desire for global peace.
We have launched multiple T-shirts
emblazoned with unique peace messages thathave been voluntarily designed by prominent
View the PEACE FOR
figures who sympathize with UNIQLO’s call to
ALL website
action. To date, 29 people from various fields
ranging from fashion to architecture, art,
culture, film, sports, and medicine have taken
part in the project, including architect Tadao Ando, novelist Haruki Murakami, tennis legend
Roger Federer, and artist KAWS. We donate 100% of the profits from the sale of PEACE FOR
ALL T-shirts (equivalent to 20% of the selling price) to international organizations that support
people affected by poverty, discrimination, violence, conflict, and war. As of the end of August
2023, we had sold over 2.3 million T-shirts and generated earnings of 697,281,900 yen. Those
proceeds are donated evenly to UNHCR, Save the Children, and Plan International Inc. throughtheir respective representatives in Japan to fund relevant international activities.
The T-shirt is a wonderful piece of clothing that can express the wearer’s ideas andencourage broader understanding and agreement. UNIQLO will continue to expand its PEACE
FOR ALL initiatives together with people worldwide because it is our earnest desire toencourage global peace and create a future in which all people can live in safety.

P3
The Reference Materials

697,281,900 yen

P5Business Report
P20
Consolidated
Financial Statements

Message from Roger Federer“For over 25 years, I considered myselfvery fortunate to explore the world while
competing in a sport I love. Tennis andpeace both start with “Love” and I hope
this simple design also can remind
everyone how important it is to respect
each other. ”

P51

Auditors’ Report

Roger Federer

Student participants in the National Model UN
Conference in New York in April sporting PEACE FOR
ALL charity T-shirts. UNIQLO started donating an
original T-shirt design to the global conference in 2022
as part of the PEACE FOR ALL project.

35

Former professional tennis player. Became a UNIQLO
global brand ambassador in 2018. Achieved world
No.1 ranking in 2004, which he maintained for 237
consecutive weeks. Won 20 grand slam titles.

P53

36

Governance
6

Corporate Governance

Highly Motivated toHelp Develop Local
Communities

Realize Speedy, Highly
Transparent Management

Corporate Governance Framework(August 31, 2023)

General Meeting of Shareholders(Three out of fiveare external)

Audit /
ReportBoard of Directors

Report(Six out of ten
are external)

Consult
Elect /
dismiss

ReportIndependent
Auditors

Report / cooperation
Audit /
ReportInternal Audit

Division

Elect, dismiss, nominate,
remove, supervise

Chief Executive Officers

Report /superviseGroup Officers

Human Resources Committee
Sustainability Committee
Disclosure Committee
IT Investment Committee
Code of Conduct Committee
Business Ethics Committee
Risk Management Committee
Nomination and Remuneration
Advisory Committee
Human Rights Committee
Committee Member

Nomination and
Human
Code ofBusiness
Risk
Human
Remuneration
Resources Sustainability Disclosure IT Investment Conduct
EthicsManagement
RightsAdvisory
Committee
Committee
Committee
Committee
Committee Committee Committee
Committee Committee

Chairman

ObserverObserver
9

8

0

8

Note: The Business Ethics Committee is chaired by the Officer in Charge of the Sustainability Department, the Code of Conduct Committee is chaired by the
Officer in Charge of the Legal Affairs Department, and the Human Rights Committee is chaired by an outside expert. External Directors and Audit &Supervisory Board Members offer opinions based on their respective knowledge.

37

Ever since being appointed external director, I have been struck by just how motivatedFast Retailing employees are, and how keen they are to achieve challenging goals in allareas where Fast Retailing has established business. Furthermore, this trait is not justapparent in the areas that are visible to customers, such as stores and products, butacross the supply chain and all other areas as well.
Ultimately, human resources will always be important, however big a company
becomes. Fast Retailing holds its Fast Retailing Convention twice a year. Store managers
from around the world and employees from the company’s global headquarters gather forenthusiastic discussion, which I think is a great opportunity for boosting employee
motivation. In my capacity as executive officer at Takenaka Corporation, I witnessed avast difference in outcomes depending on whether employees were highly motivated ornot. We are always talking about staffing, training, and succession planning in Board
meetings. I think Fast Retailing’s key strength lies in its ability to respect each employee’s
capabilities and experience and its determination to create working environments thatencourage people to tackle challenges and expand their horizons.

P5

P20

Create Stores that Invigorate Local Communities

Chairman5

Become the Very Best Group of Human Resources

You might think that deciding the location of a new store is a passive undertaking but, in
actual fact, it is a much more active process. Indeed, I think UNIQLO can sometimes
change a town or community by opening a store there. For example, the UNIQLO
Maebashi Minami IC store, which was opened in April 2023, has become an iconic
presence in the Power Mall Maebashi Minami, a retail plaza that houses stores frommultiple industries. I feel UNIQLO has successfully refreshed the prevailing image of theroadside store and changed the nature of urban planning. The opening of stores that are
welcomed by and support the community has socially significant means. UNIQLO new
store openings can help local communities and business by alleviating the negative
impact of depopulation, encouraging other stores to open nearby, and considering how
the opening of a particular store might help kickstart community development from a
broader perspective. I am keen to provide solid support and advice based on thisviewpoint from an external director’s perspective.

P51

Auditors’ Report

Tadashi Yanai
Chairman
Chairman
ChairmanTakeshi Okazaki
ObserverKazumi Yanai
Koji Yanai
Chairman
Nobumichi Hattori
Masaaki Shintaku
ObserverNon-Executive Naotake Ono
Director
Kathy Mitsuko Koll
Joji Kurumado
Yutaka Kyoya
Full-time Audit & Masaaki Shinjo
Observer Observer
Supervisory
Observer
Board Member Masumi Mizusawa
Keiko Kaneko
External Audit &Takao Kashitani
Supervisory
Board Member
Masakatsu Mori
Number of Group Officers, External Specialists, etc.
37
34Executive
Director

External Director

Consolidated
Financial Statements(As at 31 August, 2023)

Composition of Committees

Joji Kurumado

Business Report

Audit & Supervisory Board

Elect / dismiss

P3
The Reference Materials

We enhance the independence and strengthen the supervisory function of the Board of Directors byappointing a majority of external directors.
We have established various committees to complement the functioning of the Board, and conduct open
and lively discussions.
In FY2023, the Nomination and Remuneration Advisory Committee discussed important governance-related items, suchas our policy for appointing directors and Audit & Supervisory Board Members, and long-term incentives for directors.

Elect / dismiss

Convocation Notice

Material Area

External Director Interview

P53

38

2 Financial Summary (International Financial Reporting Standards)

FY2021

FY2022

FY2023

FY2020

FY2021

FY2022

FY2023Business profit is calculated by subtracting cost of sales, and selling,
general and administrative expenses from revenue.

Earning per share (EPS) (Yen)891.77

16.4

554.379.5

295.054.1
FY2020

FY2021

FY2022

FY20239.6

6.9

FY20202,509.9

2,411.9

1,162.2

996.0

FY2020P3

FY2021

FY2022

17.5
9.1

Cash Flows Information (billions of yen)

FY2021

FY2022

FY2023

Cash and cash
equivalents at
beginning of year

463.2

FY202044.5

FY2022206.67

49.1

160

54.2

FY2022

FY2023

FY2020

FY2021

30.0
23.2
FY2022

FY2023

Our common stock was split on a 3-to-1 basis, eﬀective March 1, 2023.
The amounts of dividends for previous business years reﬂect this stock
split.

39

FY2023

P51

Point of view

160

28.9
FY2021(364.5)290

1,821.4

55.1

903.2

Financing
Cash Flows

Cash and cash equivalents as at 31 August 2023 had decreased by 455.0 billion yen from the end of thepreceding fiscal year to 903.2 billion yen.
Cash from operating activities stood at 463.2 billion yen thanks to profit contributions from UNIQLO
segments. Cash used in investing activities totaled 574.4 billion yen. This is due to the fact that cash suchas investment securities and time deposits has been allocated to safe investments. Cash used in financing
activities totaled 364.5 billion yen spent on repayment of redemption of bonds, lease liabilities repayments
and dividend payments.
If we exclude the impact of investment securities and time deposits, actual free cash flow remained at ahigh level, at 365.3 billion yen.

Auditors’ Report

39.7

Payout ratio (consolidated) (%)

20.7

Consolidated
Financial Statements

956.5

Dividend per share (Yen)

P20

Effect of exchange
rate changes on Cash and cash
cash and cash equivalents at
end of year
equivalents

InvestingCash Flows(574.4)

1,116.4

P5

OperatingCash FlowsOur common stock was split on a 3-to-1 basis, effective March 1, 2023.
Basic earnings per share for previous business years reflect this stock split.

1,561.6

FY2023

Point of view

1,358.2

Equity attributable to owners of the Parent (billions of yen)
Ratio of equity attributable to owners of the Parent to total assets (%)

1,873.3

1,615.4

Business Report

20.4

3,303.6

3,183.7

Total assets as at 31 August 2023 were 3.3036 trillion yen, which was an increase of 119.9 billion yen relative
to the end of the preceding fiscal year. The principal factors were a decrease of 455.0 billion yen in cash andcash equivalents, an increase of 452.7 billion yen in other current financial assets, a decrease of 36.6 billion
yen in inventories, an increase of 21.0 billion yen in income taxes receivable, an increase of 26.6 billion yen inproperty, plant and equipment, an increase of 76.0 billion yen in non-current financial assets, an increase of
29.7 billion yen in deferred tax assets and a decrease of 12.5 billion yen in derivative financial assets.
Equity increased by 257.9 billion yen year on year to 1.8733 trillion yen. The principal factors were an
increase of 223.2 billion yen in retained earnings, and an increase of 35.7 billion yen in other components ofequity.

ROA/Ratio of profit to total assets (%)
ROE/Ratio of profit to equity attributable to owners of the Parent (%)

966.09□｠Equity (billions of yen)

The Reference Materials

FY20202,301.1■ Total assets (billions of yen)

Convocation Notice

381.9
381.0
306.7
297.3
255.5
249.0
170.0
149.3

2,766.5
2,008.8 2,132.9

Business profit (billions of yen)

Operating profit (billions of yen)

Revenue (billions of yen)

P53

40

10
Accelerate Our
Exciting
Challenge to
Become World
No.1
FY20232.76trillion yen

Revenue

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

trillion yen

3 Management Strategy, Business Environment, and Immediate Challenges
Business Policy and Environment

Issues We Need to Addresst
Responding to Customer Needs and Creating New Customers

Promote supply chain reform
We are refining our product planning, volume planning, and inventory control, while also working to reduce
lead times on additional production. We are also introducing automated warehouses on a global scale andimproving distribution efficiency.

Pursue a Business Model in which Our Business Development Contributes to Sustainability
Respect human rights across the supply chain
We have established a system for confirming the traceability of all products right back to the raw material
level, and have started operating that system with some products. In addition, we started monitoringworking conditions at spinning mills in 2023 as well as sewing factories and fabric producers and we
started conducting regular traceability surveys. We will continue to accelerate our efforts to address humanrights issues in the supply chain.

P5

Build a circular business model
We will work on developing new services and technologies, such as repair, reuse, and recycling to ensure
clothes can be used for a long time. We aim to build a circular business model that takes responsibility not
only for the production and sale processes, but also for the fate of UNIQLO and GU clothes after sale.
Address climate change
We have set FY2030 targets and are pursuing initiatives designed to help our overall mission to reducegreenhouse gas (GHG) emissions to net zero by 2050. Those FY2030 targets seek to reduce GHG
emissions from stores and major offices by 90% vs. FY2019 levels and by 20% in the UNIQLO and GU
supply chain over the same period.

P20

Expand Group Brands
GU
We aim to achieve high growth by refining the development of highly finished products that capture masstrends. We will build a solid brand position by providing unique GU value to customers based on theoperation’s special ability to offer fun fashion at amazingly low prices. We will seek to expand the GU
operation by improving the accuracy of production plans, establishing production systems to shorten leadtimes, accelerating new store openings in Japan and internationally, and expanding e-commerce sales.

P51

Global Brands
We will aim to improve the management prowess of each business and establish a solid brandposition in each country and region by leveraging the business principles cultivated at UNIQLO
and our digital consumer retailing industry platforms.

Auditors’ Report

Facilitate new purchasing experiences
We are building a new purchasing experience that fuses our physical stores and e-commerce network. In
addition to establishing a system that offers various forms of purchasing and delivery to suit customer
needs, we are strengthening the transmission of e-commerce information to serve as a platform forcommunicating with customers.

Transforming operational management at global bases
We will ensure all national and regional operations and global headquarters are in constant contact, andpromote the discovery and resolution of issues and the making of decisions through global bases. Our
management teams will constantly tour the globe to ensure management is focused on frontline
operations, actual products, and on-the-ground realities. As part of that effort, we plan to strengthen thefunctions of our New York global headquarters to put that center on par with Tokyo.

Consolidated
Financial Statements

Strengthen customer-oriented product manufacturing
We are further advancing our goal to develop a digital consumer retailing industry that enables customers
to immediately buy the clothes they really want, when they want them. We intend to utilize our global app
membership base and our store network to directly connect with customers worldwide so we can develop
products based on customer feedback. We also aim to compile full and appropriate product ranges that
befit a truly global brand by strengthening our global R&D bases.

P3

Business Report

Our ultimate aim is to develop into an essential brand for everyday life that is trusted by customers theworld over. That means striving to become a leading global brand not only by expanding operations, butalso by making qualitative improvements, including corporate culture.
During its initial founding stage (1984-2004), Fast Retailing established the UNIQLO operation and abasic SPA structure. The second creative stage (2005-2012) was marked not only by an expansion ofoperations in Japan, but also by a genuine push into international markets in order to develop into a global
brand. The third stage (2013-2022) involved accelerating the development of global operations based on
our LifeWear concept and strengthening our Group brands, while establishing the fundamental platforms
for a digital consumer retailing industry. The Company experienced considerable growth as revenue
roughly tripled over each of the creative stages. The fourth creative period began in FY2023 with an aim to
expand revenue to 10 trillion yen over the next 10 years. We are currently working towards the interim aimof expanding revenue to 5 trillion yen over the next few years.

Continued stable growth for UNIQLO business in JapanWe are aiming to ensure stable revenue growth at UNIQLO Japan by optimizing our store network throughour scrap and build policy, enhancing community-focused local store management, and developing
product lineups and services designed to satisfy local demand. We will maintain high profit margins byappealing the value of our products, controlling discounting, and improving operational efficiency.

The Reference Materials

Long-term Target

Convocation Notice

The Fast Retailing Group aims to provide all people around the world with the joy, happiness, andsatisfaction of wearing great clothes based on hits corporate philosophy: Changing clothes. Changing
conventional wisdom. Change the world.
Our LifeWear (ultimate everyday clothing) epitomizes our clothes creation concept for simple, highquality clothing that enriches people’s lives and is carved from a desire to satisfy everyday life needs.
Given today’s desire for comfortable clothes that fit well and clothes that don’t waste precious resources,
we are noticing more and more customers sympathizing with our LifeWear concept and global support for
LifeWear is rising. UNIQLO International revenue has increased by five times over the past ten years, andthe segment’s contribution to total sales has risen significantly from approximately 22% to roughly 52%.
UNIQLO International operations are growing markedly thanks to growing brand visibility and a wider
customer base not only in the Greater China region where UNIQLO has already established a strong brandposition, but also in Southeast Asia, India & Australia, North America, and Europe. We intend to turn thesechanges into opportunities to develop into a truly global company by setting and challenging new longterm targets.

Diversifying Our Global Earnings Pillars
Accelerate growth of UNIQLO International
We plan to open 80 new stores in the Greater China region each year and consistently expand operations
through our scrap and build policy of replacing smaller, less profitable stores with larger, better locatedstores. We will accelerate the pace of new store openings by opening roughly 60 stores in the Southeast
Asia, India & Australia region and 30 stores each in North America and Europe each year. We will
accelerate growth by creating product lineups that meet customer needs in each region and conducting
high-level store management.

Enhance Human Capital
We will provide opportunities for all employees to grow, regardless of their specific attributes, and promote
the creation of environments in which diverse human resources can play a leading role and demonstrate
their abilities. We will strengthen our efforts and prioritize the acquisition and nurturing of in-store sales
staff who can truly satisfy customer needs, global management personnel, and world-class highly
specialized human talent.

43

P53

44

2. COMPANY

4 Major Subsidiaries (as at 31 August 2023)
Ownership
Ratio of
VotingRights

Details of Main
Business

UNIQLO CO., LTD.

JPY1,000,000

100.0%UNIQLO Japan

FAST RETAILING (CHINA)TRADING CO., LTD.*

USD20,000

100.0%UNIQLOInternational

UNIQLO TRADING CO., LTD.*

USD30,000

100.0%FAST RETAILING (SHANGHAI)
TRADING CO., LTD. *USD35,000

100.0%KRW24,000,000

51.0%

FRL Korea Co., Ltd.

FAST RETAILING (SINGAPORE)
SGD86,000
PTE. LTD.
UNIQLO (THAILAND) COMPANY
THB1,820,000
LIMITED
PT. FAST RETAILING
IDR115,236,000
INDONESIAUNIQLO AUSTRALIA PTY LTD
Fast Retailing USA, Inc.

AUD21,000
USD5,241,621

100.0%
75.0%(75.0%)
75.0%(75.0%)
100.0%(100.0%)100.0%

Location

Yamaguchi/Tokyo
People’sRepublic ofChina (“PRC”)
PRC
PRC

Singapore
ThailandAustralia
United Statesof America(“USA”)
UnitedKingdom

UNIQLO VIETNAM Co., Ltd.

USD15,800

75.0%(75.0%)

INR2,000,000

100.0%

JPY10,000

100.0%GU

Yamaguchi/Tokyo

USD20,000

100.0%GU

PRC

EUR101,715

100.0%

Global Brands

France

USD116,275

100.0%(100.0%)Global Brands

USA

JPY10,000

100.0%

Global Brands

Yamaguchi/
Tokyo

Theory LLC
PLST CO., LTD.
COMPTOIR DES COTONNIERS
S.A.S.

EUR24,593

PRINCESSE TAM TAM S.A.S.

EUR20,464

100.0%(100.0%)100.0%(100.0%)Vietnam
India

Global Brands

FranceGlobal Brands

France(Note) The figure in parentheses in the “Ownership Ratio of Voting Rights” column indicates the ratio of voting rights held by theGroup subsidiary.

Main facilities of the Company are located in Yamaguchi and Tokyo.

Independent
Non-Executive Director

Nobumichi
Hattori

Visiting Professor, Waseda Business School (Graduate
School of Business and Finance)
External Audit & Supervisory Board Member, FrontierManagement Inc.
External Director, Hakuhodo DY Holdings Inc.
Visiting Professor, Graduate School of Business
Administration, Keio University

Independent
Non-Executive Director

MasaakiShintaku

External Director, NTT DOCOMO, INC.
External Director, NTT Communications Corporation
Member of External Audit Committee, Juntendo University
School of Medicine Juntendo Clinic

Independent
Non-Executive Director

Naotake Ono

Part-time Director, Nomura Management School
Foundation
Special Advisor, ASAI KEN ARCHITECTURAL RESEARCH INC.
Special Advisor, PATIENCE CAPITAL GROUP

Independent
Non-Executive Director

Kathy Mitsuko Koll

Director

Joji Kurumado

Director

Yutaka Kyoya

Representative Director, President and CEO, CSO and
CHO, Mitsubishi Shokuhin

Executive Director

Takeshi Okazaki

Councilor, Fast Retailing Foundation
Chairman, FAST RETAILING (CHINA) TRADING CO., LTD.
President, FAST RETAILING FRANCE SAS
CEO, Fast Retailing USA, Inc.
Representative Director of PLST CO., LTD. and director or
executive officer at 22 other subsidiaries

Executive Director

Kazumi Yanai

Chairperson, President and CEO, LINK THEORY JAPAN CO., LTD.
Chairperson, Theory LLC
Chairperson, UNIQLO USA LLC, and director or executive
officer at 12 other subsidiaries of the Company

Executive Director

Koji Yanai

Full-time Audit & Supervisory
Board Member

Masaaki Shinjo

Audit & Supervisory Board Member, Fast Retailing (China)
Trading Co., Ltd. and Audit & Supervisory Board Member
at 4 other subsidiaries of the Company

Full-time Audit & Supervisory
Board Member

Masumi Mizusawa

Audit & Supervisory Board Member, LINK THEORY JAPANCO., LTD.

Keiko Kaneko

Audit & Supervisory
Board Member

Takao Kashitani

Director, Brain Group (Kashitani Accounting Office)President, Brain Core Co., Ltd.
President, FP Brain Co., Ltd.
External Director, Japan Freight Railway Company

Audit & Supervisory
Board Member

Masakatsu Mori

Special Advisor, International University of Japan
External Director, Kirin Holdings Company, Limited
External Director, Stanley Electric Co., Ltd.

(billions of yen)

UNIQLO Japan

UNIQLOInternational

GU

Global Brands

System etc.

Total

23.6

33.3

8.7

1.8

34.4

102.0

P3

P5

Councilor, Fast Retailing Foundation
General Partner, MPower Partners Fund L.P.

Partner at Anderson, Mori & Tomotsune LPC
External Audit & Supervisory Board Member, The Asahi
Shimbun Company
External Director, Daifuku Co., Ltd.

Audit & Supervisory
Board Member

5 Capital Expenditures

45

Tadashi Yanai

External Director, Nippon Venture Capital Co., Ltd.
Chairman, Fast Retailing Foundation
Chairman, President and CEO, UNIQLO CO., LTD. anddirector or executive officer at 17 other subsidiaries of theCompany

Executive Director(Representative)

P20

P51

Auditors’ Report* The English names of all subsidiaries established in the PRC are translated for identification only.

CapitalExpenditures

Other Significant Concurrent Offices Held

Consolidated
Financial Statements

100.0%GU (SHANGHAI) TRADING
Co.,LTD.
FAST RETAILING FRANCE
S.A.S.

Name

Indonesia

GBP40,000

G.U. CO., LTD.

Position andResponsibilities

South Korea

UNIQLO EUROPE LTD
UNIQLO INDIA PRIVATELIMITED（1）Directors and Audit & Supervisory Board Members (as at 31 August 2023)

Business Report

UNIQLOInternational
UNIQLOInternational
UNIQLOInternational
UNIQLOInternational
UNIQLOInternational
UNIQLOInternational
UNIQLOInternational
UNIQLOInternational/Global Brands
UNIQLOInternational
UNIQLOInternational
UNIQLOInternational

1 COMPANY OFFICERS

The Reference Materials

Nominal value of
issued ordinary /registered share capital(thousands)

Convocation Notice

Name

P53

46

The Company has entered into agreements with the Non-Executive Directors and External Audit& Supervisory Board Members based on provisions of Article 427, Paragraph 1 of the Companies
Act, which limit liability for damages provided for in Article 423, Paragraph 1 of the same act.
Under these agreements, the limited of liability in damage for all Non-Executive Directors andExternal Audit & Supervisory Board Members shall be limited to higher amount of either
5,000,000 yen or the amount stipulated by law.

A

Far exceeded targets and showed many excellent courses of action

200%

AB

Achieved targets and showed excellent course of action

150%
100%

B

Achieved targets or displayed excellent course of action tantamount to achieving targets

BC

Did not achieve target but displayed efforts to progress to the next level

75%

C

Did not achieve target and took insufficient anticipated action

50%(c) Long-term performance-related Remuneration
The target amount of long-term variable Remuneration is determined based on the longterm variable remuneration table established for each grade.
Target long-term variable remuneration will be granted as phantom stock, a stock-linked
remuneration, to link up with the Fast Retailing Group’s corporate value. Phantom stock is a
cash-settled remuneration linked to the Company’s share price. The stock can be exercised
three years after the grant date, and an amount of cash equivalent to the Company’s shareprice as of the date of exercise will be paid. Dividends or amounts equivalent to dividends
will not be paid.
In addition to the above, a special long-term, incentive-based remuneration has been
granted to some Executive Directors during the fiscal year under review as part of theirlong-term variable remuneration. Such remuneration has been granted as phantom stock, astock-linked remuneration. Such phantom stock is a cash-settled compensation linked to
the Company’s share price. The stock can be exercised upon retirement five years after the
grant date, and the amount of cash equivalent to the Company’s share price as of the dateof exercise will be paid. Dividends or amounts equivalent to dividends will not be paid.

P5

P20

4. Matters Concerning Delegation in Relation to Determining the Content of Individual
Director Remuneration, etc.
The Board of Directors delegates the determination of individual director remuneration, etc. toCompany President, CEO and Chairman Tadashi Yanai. That delegation is based upon thejudgement that President, CEO and Chairman Tadashi Yanai is the appropriate person forevaluating the duties of each director while maintaining a comprehensive view of the Company’s
overall performance. We believe that authority is appropriately exercised when determining
remuneration etc. for individual directors given the fact that all decisions are made following
discussions in the Nomination and Remuneration Advisory Committee, upon which all our
external directors serve.

P51

Auditors’ Report

2. Policy for Determining Individual Director Remuneration, etc.
The Company determines the composition of individual director Remuneration at Board of
Directors’ meetings. A summary of that policy is detailed below.
Regarding remuneration for individual internal directors (i.e. directors who are not external
directors), totals calculated by prescribed methods are debated by the Nomination andRemuneration Advisory Committee, upon which all external directors serve. The final decision
on remuneration is then made by Company President, CEO and Chairman Tadashi Yanai, who
has the confidence of the Board of Directors, within the predetermined overall remuneration
limits approved by the annual General Meeting of Shareholders.
External director remuneration is a fixed amount determined at Board of Directors meetings.

P3

Rate v. Target

Consolidated
Financial Statements

1. Matters Concerning the Determination of Remuneration, etc. of Officers by Resolutionof the General Meeting of Shareholders
The maximum annual remuneration for directors has been capped at the 2,000 million yen figure(including an annual cap of 200 million yen for external directors) determined by shareholder
resolution at the 60th annual General Meeting of Shareholders held on November 25, 2021 (theresolution covers nine Directors of which five are External Directors).
Meanwhile, the maximum annual remuneration for Audit & Supervisory Board Members is
capped at 100 million yen as determined by shareholder resolution at the 42nd annual General
Meeting of Shareholders held on November 26, 2003 (the resolution covers five Audit &Supervisory Board Members).

Definition

Business Report

Total amount of Remuneration for Directors and Audit & Supervisory Board Member for
Fiscal Year Ended August 31, 2023

Evaluation

The Reference Materials

Outline of the Agreements for Limitation of Liability(a) Basic Remuneration
The basic remuneration component is calculated according to a predefined compensationtable based on each individual’s grade within the Company and split into equal monthly
payments. The individual grade for each internal director is discussed in the Nomination
and Remuneration Advisory Committee and then decided by the Board of Directors.
(b) Short-term performance-related Remuneration
The targeted short-term performance-related remuneration amount is determined according
to a table of short-term performance-related remuneration by employee grade. It is
calculated according to the following payment standard table after selecting a ranking fromfive available levels generated by our target management system to reflect the degree oftarget achievement during the previous fiscal period. The target management systemdetermines targets based on corporate performance, organizational, and individual director
targets.

Convocation Notice(Notes)
1. Directors Nobumichi Hattori, Masaaki Shintaku, Naotake Ono, Kathy Mitsuko Koll, Joji Kurumado and Yutaka Kyoya areExternal Directors as provided for in Article 2, Paragraph 15 of the Companies Act, and are registered at the Tokyo Stock
Exchange to serve as Independent Officers.
2. Executive Director Tadashi Yanai, Takeshi Okazaki and Kazumi Yanai serve as Executive Directors of UNIQLO CO., LTD. and other Groupsubsidiary companies, and the Company has signed contracts with each of these companies regarding the use of their brands, etc.
3. Executive Director Tadashi Yanai serves as chairman and Executive Directors Takeshi Okazaki and Non-Executive Director
Kathy Mitsuko Koll serve as Councilors on the Fast Retailing Foundation. Fast Retailing has concluded a contract with theFoundation pertaining to the lease of office space, etc.
4. Audit & Supervisory Board Members Keiko Kaneko, Takao Kashitani and Masakatsu Mori are External Audit & Supervisory
Board Members as provided for in Article 2, Paragraph 16 of the Companies Act, and are registered with the Tokyo Stock
Exchange to serve as Independent Officers.
5. Audit & Supervisory Board Members Takao Kashitani and Masakatsu Mori are certified public accountants with considerable
knowledge in financial matters and accounting.
6. External Audit & Supervisory Board Member Keiko Kaneko also serves as an External Director for Daifuku Co., Ltd. with which
the Company and Group subsidiaries conduct business relating to warehouse automation equipment.
7. UNIQLO CO., LTD., LINK THEORY JAPAN CO., LTD., PLST CO., LTD., and FAST RETAILING (CHINA) TRADING CO., LTD. arewholly owned subsidiaries of the Company.
8. There are no special interests between the Company and any of the other companies at which the above Directors and Audit &Supervisory Board Members hold concurrent positions.
9. External Non-Executive Director Koji Nawa retired at the conclusion of the 61st General Meeting of Shareholders held on
November 24, 2022.

3. Policy for Determining the Composition and Calculation of Internal Director
Remuneration, etc
Remuneration for internal directors is made up of (1) a basic Remuneration component, and (2)a performance-related Remuneration component (short-term and long-term performancerelated compensation), the details of which are described below. The method of calculation andthe timing of payment of each remuneration type is discussed in the above-mentioned
Nomination and Remuneration Advisory Committee and then decided by the Board of Directors.

47

P53

48

5. Total Remuneration Including Compensation for Each Director Classification at theCompany, Remuneration by Type, and Number of Recipient Directors

Company
Classification

Total
Remuneration,
etc.
(Millions of Yen)

Long-term
Short-term
Performance- PerformanceBasic
relatedrelatedRemuneration
Remuneration Remuneration

Parent

732

361

220

151

Subsidiary

242

154

53

35

External Directors
Audit &
Supervisory Board
Members

Parent87

87

Parent34

34

Parent42

42

Subsidiary

3

3

4
7
2

(Excluding External Audit & Supervisory
Board Members)

External Audit &Supervisory Board
Members3

6. Consolidated Remuneration for Individual Directors (Whose Consolidated Remuneration
is 100 Million Yen or Above)
Total Amount of Remuneration, etc. by Category (Millions of Yen)
Total
Remuneration

Short-term
Performancerelated
Remuneration

Long-term
Performancerelated
Remuneration

Representative Director,
Tadashi Yanai

400

240

160

—

Director, Takeshi Okazaki

331

120

60

151

Director, Kazumi Yanai

142

105

24

13

Director, Koji Yanai

102

50

30

23

Fast Retailing considers the return of a portion of profits to shareholders to be a top priority andpursues a fundamental policy of ensuring constant improvements in corporate performance andoffering a consistent and appropriate shareholder dividend commensurate to that performance.
We consistently pay a high dividend after considering the funds required to expand Group
operations, increase profits, and maintain financial soundness.
Having considered the Company’s corporate performance over the past year in line with theabove policy and obtained the approval of the Board of Directors, Fast Retailing paid a year-end
dividend of 165 yen per share in FY2023. That, combined with an interim dividend of 125 yen
per share, generated a full-year dividend of 290 yen per share for FY2023. Fast Retailingconducted a three-for-one stock split for each common share with an effective date of March 1,2023. Taking that stock split into consideration, the FY2023 annual dividend represents anincrease of 83.3 yen compared to FY2022.

P5

P20
Consolidated
Financial Statements(Millions of Yen)

Basic
Remuneration

Name

2 Policy on Determination of Dividends from Surplus

Business Report

Notes:
1. The performance-related remuneration figures are provisional calculations made prior to the evaluation of results for the fiscal
year ended August 31, 2023 after accounting for costs. The actual amounts paid are calculated and decided based on
performance evaluations of individual directors.
2. Remuneration for internal directors whose mainly serve as officers of consolidated subsidiaries is paid by the consolidated
subsidiary companies.
3. Remuneration for external directors is fixed at an annual amount of 15 million yen.
4. The remuneration for individual Directors for the current fiscal year is determined according to the process described in Note 2.
above. The Board of Directors judges whether the details of remuneration, etc. for directors in the current fiscal year is in linewith the above-determined policy.
5. Remuneration for Audit & Supervisory Board Members is calculated within the total amount approved by the General Meetingof Shareholders as explained above and then discussed and decided by the Audit & Supervisory Board Members.

P3
The Reference Materials

Directors(Excluding External Directors)

Number of
Recipient
Directors

Fast Retailing forms an indemnity liability insurance contract for executive and other officers
with an insurance company as prescribed in Article 430, Paragraph 3, Item 1 of the Company’s
Act. Any damages suffered through damage claims originating from action taken by insured
parties based on his/her corporate position will be compensated under this aforementioned
insurance contract, which is renewed on an annual basis. However, there are some exemptions
to the contract that mean damages would not be compensated if the insured persons profitedillegally or acquired some benefit or if the damages were caused by a criminal act, malpractice,or fraud, etc.
The insured persons under the insurance contract include officers in charge of major businessexecution, such as directors, Audit & Supervisory Board members, and executive officers ofFast Retailing and its subsidiary companies. The insured persons do not have to pay the
insurance premiums. We plan to renew the insurance contract with the same content when it
next comes up for renewal.

Convocation Notice

Director
Classification

Total Amount of Remuneration, etc. byCategory (Millions of Yen)

Summary of Indemnity Liability Insurance Contract for Executive Officers, etc.

Note. As described in Sentence 3. (b) above, Short-term performance-related remuneration is calculated based on the previous
year’s performance.

Major Employee Salary for Employees Who Also Serve as Directors

P51

Non applicable
Auditors’ Report
P53

49

50

Fast Retailing Group

Consolidated Financial Statements (IFRS)
Consolidated Statement of Financial Position (As at 31 August 2023)

Consolidated Statement of Profit or Loss (Year ended 31 August 2023)(Millions of yen)

As at 31
As at 31
August 2022 August 2023

2,178,851

2,176,695

Cash and cash equivalents 1,358,292

903,280

60,184

Other financial assets

123,446

66,831

Trade and other payables

350,294338,901

Other financial liabilities

209,286

61,913

1,513

3,600

Lease liabilities

123,885

126,992

Current tax liabilities

77,16265,428Provisions

2,581

2,642

Other liabilities

111,519

129,782

Non-current liabilities

692,117701,072

449,254

Derivative financial assets

124,551

132,101

Income taxes receivable

2,612

23,660

Other assets

23,83525,372
1,126,998

Property, plant andequipment

195,226

221,877

Right-of-use assets

395,634

389,183

8,092

2,301,122

2,766,557

Cost of sales(1,094,263)(1,330,196)

Gross profit

1,206,859

1,436,360

Selling, general and administrative expenses(900,154)(1,054,368)

Other income

16,951

12,197

Other expenses(27,391)(14,238)

1,059

1,139

Operating profit

297,325

381,090

Finance income

123,820

66,716(7,560)(9,888)

Share of profit and loss of associates accounted for using
the equity method

241,068

Lease liabilities

356,840

338,657

Finance costs

Provisions

47,78050,888

Profit before income taxes

413,584

437,918

8,092

Deferred tax liabilities

44,25867,039

Income taxes(128,834)(122,746)

Derivative financial
liabilities

44

1,410

Profit for the year

284,750

315,171

2,171

2,007

Total liabilities

1,568,360

1,430,333

Equity1,615,402

1,873,360

Equity attributable to ownersof the Parent

1,561,652

1,821,405

Capital stock

10,273

10,273

Capital surplus

27,83428,531

Financial assets

164,340

240,363

Investments in associates
accounted for using theequity method

18,557

18,974

Deferred tax assets

8,506

38,208134,240

114,151

3,690

8,846

Other liabilities

Retained earnings

1,498,348

Treasury stock, at cost

(14,813)(14,714)

Other components ofequity263,255

298,965

Non-controlling interests

53,75051,955

Total liabilities and equity

3,183,762

3,303,694

Profit for the year attributable to:
Owners of the Parent

273,335

296,229

Non-controlling interests

11,415

18,941

Total

284,750

315,171

P51(Note) Amounts are rounded down to the nearest million Japanese Yen.

Auditors’ Report

3,303,694

1,275,102

P20
Consolidated
Financial Statements

87,300P3

P5241,022

76,621

3,183,762

Revenue

Financial liabilities

Intangible assets

Total assets

Year ended
31 August 2023

Business Report

1,004,911

Other assets

729,260

576,194

485,928

Derivative financial assets

876,242

Derivative financial
liabilities

Inventories

Goodwill

Current liabilities

Year ended
31 August 2022

Item

The Reference Materials

Trade and other receivables

Non-current assets

As at 31
As at 31
August 2022 August 2023

Liabilities

AssetsCurrent assets

Item

Convocation Notice

Item(Millions of yen)

P53

(Note) Amounts are rounded down to the nearest million Japanese Yen.

51

52

Auditors’ Report(Translation) Auditors’ Report on Consolidated Financial Statements

25 October 2023

To the Board of Directors of
FAST RETAILING CO., LTD.:
Deloitte Touche Tohmatsu LLC
Designated Engagement Partner,
Certified Public Accountant:
Designated Engagement Partner,
Certified Public Accountant:

Tokyo office

Hirofumi Otani
Akira Kimotsuki

Head Office10717-1 Sayama, Yamaguchi City, Yamaguchi 754-0894, Japan

Roppongi Office

Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo 107-6231, Japan

Ariake Office

1-6-7 Ariake, Koto-ku, Tokyo 135-0063, Japan

EstablishedMay 1, 1963

Paid-in Capital

10,273 million yen

Line of BusinessControl and management of overall Group activities as owner and holding company

Number of Full-time
Employees (Consolidated)

59,871

P3

Investor Information
Stock Exchange
Listing

Tokyo Stock Exchange Prime Market(Stock Code 9983)
Hong Kong Stock Exchange, Main Board (Stock Code 6288)

Number of shares
per trading unit

100 shares (Tokyo Stock Exchange)
300 HDR(Hong Kong Stock Exchange)

Fiscal Year

1 September to 31 AugustGeneral meetingof shareholders

Late November

P5

Business Report

Vesting date to receive a year-end dividend The last day of August
Vesting date to receive an interim dividend The last day of February
For HDR holders, please refer to our press release which will be announced in August and February.

P20

Shares listed on Tokyo Stock Exchange
Transfer Agent
The Mitsubishi UFJ Trust and Banking
Corporation

Telephone: 0120-232-711
toll free, Monday to Friday 9:00 - 17:00 JST(From Japan)

Hong Kong Depositary Receipt
Depositary Bank
JPMorgan Chase Bank, N.A.
HDR Registrar and HDR Transfer OfficeComputershare Hong Kong Investor
Services Limited

P51

Auditors’ ReportShin-Tokyo Post Officepost office box No.29
137-8081, Japan

Consolidated
Financial Statements

53

FAST RETAILING CO., LTD.

The Reference Materials

OpinionPursuant to the fourth paragraph of Article 444 of the Companies Act, we have audited the consolidated financial statements of FAST RETAILING CO., LTD.
and its consolidated subsidiaries (the “Group”), namely, the consolidated statement of financial position as at 31 August 2023, and the consolidated statementof profit or loss and consolidated statement of changes in equity for the fiscal year from 1 September 2022 to 31 August 2023, and the related notes.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as
at 31 August 2023, and its consolidated financial performance for the year then ended in accordance with accounting standards prescribed pursuant to theprovisions of the second sentence of the first paragraph of Article 120 of the Ordinance on Company Accounting that omit a part of the disclosures required
under International Financial Reporting Standards.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of theGroup in accordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our other ethical responsibilities asauditors. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Management is responsible for the other information. Audit & Supervisory Board Members and Audit & Supervisory Board are responsible foroverseeing the Directors’ execution of duties relating to the design and operating effectiveness of the controls over the other information. The otherinformation comprises the information included in the Business Report and the accompanying supplemental schedules.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report thatfact. We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and Audit & Supervisory Board for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting standards
prescribed pursuant to the provisions of the second sentence of the first paragraph of Article 120 of the Ordinance on Company Accounting that omit apart of the disclosures required under International Financial Reporting Standards, and for such internal control as management determines isnecessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern in accordance with accounting standards prescribed pursuant to the provisions of
the second sentence of the first paragraph of Article 120 of the Ordinance on Company Accounting that omit a part of the disclosures required underInternational Financial Reporting Standards.
Audit & Supervisory Board Members and Audit & Supervisory Board are responsible for overseeing the Directors’ execution of duties relating to thedesign and operating effectiveness of the controls over the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks. The procedures selected depend on the auditor’s judgment. In addition, we obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion.
Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made bymanagement.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate whether the overall presentation and disclosures of the consolidated financial statements are in accordance with accounting standards
prescribed pursuant to the provisions of the second sentence of the first paragraph of Article 120 of the Ordinance on Company Accounting that
omit a part of the disclosures required under International Financial Reporting Standards, as well as the overall presentation, structure and content
of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an
opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remainsolely responsible for our audit opinion.
We communicate with Audit & Supervisory Board Members and Audit & Supervisory Board regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board Members and Audit & Supervisory Board with a statement that we have complied with relevant ethicalrequirements regarding independence, and communicate with them, all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, related safeguards.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is required to be disclosed pursuant to the provisionsof the Certified Public Accountants Act of Japan.
Notes to the Readers of Independent Auditor’s Report
This is an English translation of the independent auditor’s report as required by the Companies Act of Japan for the conveniences of thereader. The other information in “the accompanying supplemental schedules” referred to in the “Other Information” section of this English
translation is not translated.

Trade Name

Convocation Notice

INDEPENDENT AUDITOR’S REPORT

Company Data

17M Floor, Hopewell Centre, 183 Queen’s
Road East, Wan Chai, Hong Kong
Tel: 852-2862-8555
Website: www.computershare.com/hk/contact

P53

54

FAST RETAILING CO., LTD.

w w w. fa s t re t a i l i n g . c o m

Cover: UNIQLO Paris Opera Store (France)