(Note)

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

Securities code: 2685
May 8, 2020

To Our Shareholders
Michio Fukuda
Representative Director, Chairman & President

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

Notice of the 70th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 70th Ordinary General Meeting of Shareholders of
Adastria Co., Ltd. (the “Company”) to be held as stated below.
If you are unable to attend the General Meeting of Shareholders, you may exercise yourvoting rights in writing or electronically or magnetically (e.g. via the Internet). After
reviewing the attached Reference Documents for the General Meeting of Shareholders,please indicate your approval or disapproval of the proposals on the enclosed voting cardand return it to reach us no later than 7:00 p.m. on Wednesday, May 27, 2020 (Japan
Standard Time), or vote at the website for exercising voting rights specified by theCompany (https://evote.tr.mufg.jp/).
Meeting Details
1. Date and Time:Thursday, May 28, 2020 at 3:00 p.m. (doors open at 2:00 p.m.)

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

3. Purpose of the Meeting:
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 70th fiscal
year (from March 1, 2019 to February 29, 2020), and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
2. The Non-consolidated Financial Statements for the 70th fiscal year (from March 1,
2019 to February 29, 2020)
Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:
Proposal 5:
Proposal 6:

Partial Amendments to the Articles of Incorporation
Election of Nine (9) Directors
Election of Two (2) Audit & Supervisory Board Members
Revision of Amount of Compensation, etc. for Directors
Revision of Amount of Compensation, etc. for Audit & Supervisory
Board Members
Revision of Details of Performance-Linked and Share-Based
Compensation for Directors

1

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

•

If any changes are made to items in the Reference Documents for the General Meetingof Shareholders, the Business Report, the Consolidated Financial Statements or the Nonconsolidated Financial Statements, please note that such changes will be posted on the
Company’s website (https://www.adastria.co.jp/).

•

When you attend the General Meeting of Shareholders, you are kindly requested tosubmit the enclosed voting card at the reception. You are also requested to bring thisnotice to the meeting.
Notice Regarding Prevention of Novel Coronavirus Disease (COVID-19) Infection

Shareholders attending the General Meeting of Shareholders are requested to check the status of
COVID-19 infections on the day of the meeting and take note of your own health condition.
Please take measures to protect yourself from infection, such as wearing a mask, when you
attend.
Please consider exercising your voting rights beforehand by mailing the enclosed voting card or
by using the internet. By scanning the QR code® printed on the voting card, shareholders with asmartphone may exercise their voting rights without having to enter their login ID or temporary
password. Please see page 4 for details.
Wishing to make shareholders’ safety the top priority, inside the venue for the General Meetingof Shareholders, we plan to ensure the staff will be wearing masks, make hand sanitizer
available, and take other measures to prevent infection. We ask for your understanding andcooperation. Please note that the staff will be looking out for any people attending who display
signs of being unwell and if such individuals are discovered, they may be refused entry or asked
to leave during proceedings.

2

Instructions Concerning the Exercise of Voting Rights
You may exercise your voting rights in one of the three following methods.
Exercise of Voting Rights via Attending the General Meeting of Shareholders
Please submit the enclosed voting card at the reception desk upon your arrival.
Please also bring your Notice of Convocation of the 70th Ordinary General Meeting of
Shareholders (this document).
Date and Time of the Ordinary General Meeting of Shareholders:
Thursday, May 28, 2020 at 3:00 p.m. (JST) (doors open at 2:00 p.m.)
Exercise of Voting Rights in Writing
Please indicate your approval or disapproval of each proposal on the enclosed voting card, andsend back the card so that it will arrive no later than the deadline for exercising voting rights.
For details, please see the below.
Exercise due date:
Arrive at the Company no later than Wednesday, May 27, 2020 at 7:00 p.m. (JST)Instructions Concerning Filling in the Voting Card for Exercising Voting Rights
Please indicate your approval or disapproval of each proposal here.
(If there is no indication of approval or disapproval with proposal, it shall be handled as an indication of approval forthe proposal.)

Proposal 1, 4, 5, 6

If you approve for a candidate→Mark a ○ in the box marked “賛”If you disapprove of a candidate→Mark a ○ in the box marked “否”

Proposal 2, 3If you approve for all candidates→Mark a ○ in the box marked “賛”If you disapprove of all candidates→Mark a ○ in the box marked “否”
If you selectively disapprove of certain candidates→Mark a ○ in the box marked “賛” and write the number of
each candidate you choose to disapprove.

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

Exercise of Voting Rights via the Internet
You may exercise your voting rights using a personal computer (PC), a mobile phone and asmartphone.
For details, please see the following page.
Exercise due date:No later than Wednesday, May 27, 2020 at 7:00 p.m. (JST)3

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

Method 2: Entering Login ID and Temporary Password

You can login to the Exercise of Voting Rights Website
without having to enter your login ID and temporary
password provided on the voting card.
1. Please scan the QR code® located on the righthand side of the voting form.

Exercise of Voting Rights Website
https://evote.tr.mufg.jp/
1. Please access the website for exercising voting
rights.

* “QR code” is a registered trademark of DENSOWAVE INCORPORATED.

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

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

3. Please register a new password.
4. Please follow on-screen instructions to indicate
your approval or disapproval of each proposal.

Note that you can login by scanning QR code® ispossible only at a time.
In case of re-exercising of voting rights or exercising
voting right without scanning QR code®, please refer
Method 2 “Entering Login ID and Temporary
Password” on the right.
In case you need instructions for how to operate
your personal computer/smartphone/mobile phone
in order to exercise your voting rights via theInternet, please contact:

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

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

4

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1: Partial Amendments to the Articles of Incorporation
The Company asks for approval for partial amendments to the Articles of Incorporation.
1. Reasons for the proposal
In preparation for the future expansion of the business model, the Company proposes toincrease the maximum number of Directors and Audit & Supervisory Board Members in an
attempt to enhance the management system and strengthen the audit function.
(1) The maximum number of Directors prescribed in Article 18 of the Articles ofIncorporation (Number of Directors) shall be increased by 3, and changed from 9 to 12.
(2) The maximum number of Audit & Supervisory Board Members prescribed in Article 28 of
the Articles of Incorporation (Number of Audit & Supervisory Board Members) shall be
increased by 1, and changed from 4 to 5.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined parts are amended.)
Current Articles of Incorporation

Proposed Amendments

Article 18. (Number of Directors)
The authorized number of Directors of the Company
shall be not more than nine (9).

Article 18. (Number of Directors)
The authorized number of Directors of theCompany shall be not more than twelve (12).

Article 28. (Number of Audit & Supervisory Board
Members)
The authorized number of Audit & Supervisory
Board Members of the Company shall be not morethan four (4).

Article 28. (Number of Audit & Supervisory Board
Members)
The authorized number of Audit & Supervisory
Board Members of the Company shall be not morethan five (5).

5Proposal 2: Election of Nine (9) Directors
The terms of office of all nine Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of nine Directors.
The candidates for Director are as follows:
No.

Name

Current Positions and Responsibility in the Company

Attribute

1

Michio Fukuda

Representative Director, Chairman & President

Reelection

2

Osamu Kimura

Executive Vice President

Reelection

3

Taiki Fukuda

DirectorReelection

4

Masayuki Kindo

DirectorReelection

5

Yoshiaki Kitamura

DirectorReelection

6

Hideki Kurashige

Outside Director

Reelection, Outside, Independent

7

Tadamitsu Matsui

Outside Director

Reelection, Outside, Independent

8

Satoshi Akutsu

Outside Director

Reelection, Outside, Independent

9

Hiromi Horie

Outside Director

Reelection, Outside, Independent

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

6

No.

1

Name
(Date of Birth)

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

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

Jun. 1982

Senior Managing Director of Fukudaya Clothes Store Inc.

Apr. 1991

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

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

Dec. 2002

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

<Reelection>

May 2004

Michio Fukuda(July 10, 1946)

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

May 2010

Representative Director, Chairman & President of POINT
INC.

Number of theCompany’s
Shares Owned

1,044,640

Representative Director, Chairman of Adastria Holdings
Tenure as Director Sep. 2013
Co., Ltd. (currently the Company)
49 years
May 2015
Representative Director, Chairman & Chief Executive
Attendance at
Officer of Adastria Holdings Co., Ltd.
Board of Directors
May 2018
Representative Director, Chairman & President of themeetings
Company (present)
15/15
Significant concurrent positions outside the Company
None.
Reasons for nominating the candidate as Director
Michio Fukuda has been nominated as a candidate for Director because the candidate
has the achievements of demonstrating leadership and promoting the growth andexpansion of the Company’s business since the candidate assumed the office ofRepresentative Director of the Company in 1993. The Company proposes thecandidate’s election as Director to utilize the candidate’s rich experience accumulated
thus far and thereby receive the candidate’s contribution to improving the corporate
value of the Company.

7

No.

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

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

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

Apr. 2013

Director of FRIENDS Co., Ltd.

Sep. 2013

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

Feb. 2014

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

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

Jun. 2016

Managing Director of the Company

Nov. 2016

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

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

Number of theCompany’s
Shares Owned

20,976

Oct. 2017
Representative Director, President of ADASTRIA eat
Tenure as Director
Creations Co., Ltd. (present)
8 years and 8
Mar. 2018
Executive Vice President of the Company (present)monthsMay 2019
Director of NATURAL NINE TRADING(SHANGHAI) LTD. (present)
Attendance atBoard of Directors Feb. 2020
Director of BUZZWIT Co., Ltd. (present)
meetings
Significant concurrent positions outside the Company
15/15
Director of BUZZWIT Co., Ltd.
Director, Vice President of ELEMENT RULE Co., Ltd.
Representative Director, President of ADASTRIA eat Creations Co., Ltd.
Director of NATURAL NINE TRADING (SHANGHAI) LTD.
Reasons for nominating the candidate as Director
Osamu Kimura has been nominated as a candidate for Director because the candidate
has gained extensive experience and many achievements in the field of sales and store
development, and the candidate has worked as a Representative Director of AdastriaGroup companies in the past. The Company proposes the candidate’s election as
Director to utilize the candidate’s rich experience and abundant achievements
accumulated thus far and thereby receive the candidate’s contribution to improving thecorporate value of the Company.

8

No.

Name
(Date of Birth)<Reelection>
Taiki Fukuda(April 11, 1978)
3

Tenure as Director
3 years

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

Joined IMS Co., Ltd.

Apr. 2005

Joined POINT INC. (currently the Company)

Mar. 2014

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

May 2014

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

Mar. 2016

General Manager of Communication Design Division of
the Company

Mar. 2017

General Manager of Corporate Planning Division of theCompany

May 2017

Director, General Manager of Corporate Planning
Division of the Company

Mar. 2018

Director of the Company (present)
Chairman of Management Board of Velvet, LLC(present)

May 2018

Director of Adastria General Support Co., Ltd. (present)

Number of theCompany’s
Shares Owned

201,324

May 2019
Director of Adastria Logistics Co., Ltd. (present)
Attendance atBoard of Directors
Significant concurrent positions outside the Company
meetings
Director of Adastria Logistics Co., Ltd.
15/15
Director of Adastria General Support Co., Ltd.
Chairman of Management Board of Velvet, LLC
Reasons for nominating the candidate as Director
Taiki Fukuda has been nominated as a candidate for Director because the candidate has
gained extensive experience and many achievements in Japan and overseas, and thecandidate has worked as a Representative Director, President of an overseas subsidiaryof the Company in the past. The Company proposes the candidate’s election as Director
to utilize the candidate’s rich experience and abundant achievements accumulated thus
far and thereby receive the candidate’s contribution to improving the corporate value of
the Company.

9

No.

4

Name
(Date of Birth)

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

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

Jul. 2006

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

Mar. 2008

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

Jun. 2010

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

Mar. 2012

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

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

Sep. 2013

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

Mar. 2015

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

Masayuki Kindo(December 5,
1967)

Mar. 2016

Senior Executive Officer, General Manager of General
Headquarters of Sales of the Company

Mar. 2018

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

Tenure as Director
2 years
Attendance atBoard of Directors
meetings
15/15

May 2018

Director of the Company (present)

Aug. 2019

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

Number of theCompany’s
Shares Owned

5,900

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

10

No.

Name
(Date of Birth)<Reelection>

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

Joined FIVE FOXes CO., LTD.

Feb. 2007

Joined DROP INC. (currently the Company)

Sep. 2010

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

Mar. 2012

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

Mar. 2013

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

May 2014

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

Mar. 2015

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

Apr. 2016

Representative Director of Adastria Korea Co., Ltd.
(present)

Yoshiaki Kitamura(January 25, 1976) Mar. 2018
5

Tenure as Director
1 yearNumber of theCompany’s
Shares Owned

5,506

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

Attendance at
Director of the Company (present)
Board of Directors May 2019
meetings
Aug. 2019
Director of Adastria (Shanghai) Co., Ltd. (present)
11/11
Significant concurrent positions outside the Company
Director of Adastria Asia Co., Ltd.
Director of POINT (Shanghai) Co., Ltd.
Director of Adastria (Shanghai) Co., Ltd.
Director of Adastria Taiwan Co., Ltd.
Representative Director of Adastria Korea Co., Ltd.

Reasons for nominating the candidate as Director
Yoshiaki Kitamura has been nominated as a candidate for Director because the candidate
has gained extensive experience and many achievements in the field of sales such as
through driving the growth of the Company’s core brands. The Company proposes thecandidate’s election as Director to utilize the candidate’s rich experience and abundantachievements accumulated thus far and thereby receive the candidate’s contribution to
improving the corporate value of the Company.

11

No.

Name
(Date of Birth)<Reelection><Outside><Independent>

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

Joined IBM Japan, Ltd.

Jan. 1993

Executive Vice President of IBM Japan, Ltd.

Nov. 1993

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

May 2000

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

Oct. 2002

Chairman of IBM Business Consulting Services KK

Feb. 2004

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

Oct. 2006

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

May 2007

Outside Director of AEON CO., LTD.

Jun. 2007

Outside Director of ASAHI TEC CORPORATION

Dec. 2007

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

May 2008

CEO, Representative Director of SIGMAXYZ Inc.

Apr. 2010

Chairman, Representative Director of SIGMAXYZ Inc.

Apr. 2011

Chairman of IT Frontier Corporation (currently Tata
Consultancy Services Japan, Ltd.)

Hideki Kurashige Apr. 2012
(September 11,
1942)
Apr. 2013
6

Tenure as outside
Sep. 2013
Director
6 years and 8
Mar. 2019
monthsNumber of theCompany’s
Shares Owned–

Chairman, Representative Director of IT Frontier
Corporation
Representative Director, Chairman and President of
SIGMAXYZ Inc.
Outside Director of Adastria Holdings Co., Ltd.
(currently the Company) (present)
Representative Director and Chairman of SIGMAXYZ
Inc. (present)

Attendance at
Significant concurrent positions outside the Company
Board of Directors
Representative Director and Chairman of SIGMAXYZ Inc.
meetings
15/15
Reasons for nominating the candidate as outside Director and tenure
Hideki Kurashige has been nominated as a candidate for outside Director because thecandidate has rich experience and extensive insight accumulated while working at global
companies. The Company proposes the candidate’s election as outside Director tobenefit from the guidance that the candidate would provide in the area of promoting
sound and efficient management.
The candidate’s tenure as outside Director will be six years and eight months at theconclusion of this General Meeting of Shareholders.
Independence of the candidate
The Company has appointed Hideki Kurashige as an independent officer as provided forby the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate isreelected, the Company will continue to have the candidate as an independent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into anagreement with Hideki Kurashige to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

12

No.

Name
(Date of Birth)<Reelection><Outside><Independent>

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

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

May 1993

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

May 1999

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

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

Jan. 2001

President and Representative Director of RYOHINKEIKAKU CO., LTD.

Apr. 2001

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

Feb. 2002

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

Feb. 2008

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

Tadamitsu Matsui(May 13, 1949) May 20097

Tenure as outside Oct. 2010
Director
6 years and 8monthsJun. 2013
Sep. 2013
Attendance atBoard of Directors
meetings
Jun. 2014
15/15

President and Representative Director of MUJI.net Co.,
Ltd. (currently MUJI House Co., Ltd.)
President and Representative Director of T&T
Corporation (currently Matsui Office Corporation)(present)
Outside Director of Resona Bank, Limited
Outside Director of Adastria Holdings Co., Ltd.
(currently the Company) (present)
Outside Director of Resona Holdings, Inc. (present)
Outside Director of OOTOYA Holdings Co., Ltd.

May 2015

Outside Director of NEXTAGE Co., Ltd. (present)

Jun. 2016

Outside Director of New Constructor’s Network Co.,
Ltd. (present)

Nov. 2016

Outside Director of SADAMATSU Company Limited(currently Festaria Holdings Co., Ltd.) (present)

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

13

Number of theCompany’s
Shares Owned

4,000

No.

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company

Number of theCompany’s
Shares Owned

Reasons for nominating the candidate as outside Director and tenure
Tadamitsu Matsui has been nominated as a candidate for outside Director as theCompany believes that the candidate is qualified for the position due to the candidate’s
experience and insight gained as a business manager for major corporations (retail) andwith the expectation that this experience and insight can benefit the management of theCompany. Accordingly, the Company proposes the candidate’s election as outside
Director.
The candidate’s tenure as outside Director will be six years and eight months at theconclusion of this General Meeting of Shareholders.
Independence of the candidate
The Company has appointed Tadamitsu Matsui as an independent officer as provided forby the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate isreelected, the Company will continue to have the candidate as an independent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into anagreement with Tadamitsu Matsui to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

14

No.

Name
(Date of Birth)<Reelection><Outside><Independent>
Satoshi Akutsu(July 11, 1966)
8

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

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

Dec. 1998

Assistant Professor, Faculty of Commerce andManagement, Hitotsubashi University

Apr. 1999

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

Jun. 2002

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

Mar. 2010

Outside Director, OTSUKA KAGU, LTD.

Apr. 2010

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

Sep. 2013

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

Jun. 2017

Outside Director of Nojima Corporation

Number of theCompany’s
Shares Owned–

Tenure as outside Significant concurrent positions outside the Company
Professor, the Graduate School of Business Administration, Hitotsubashi University
Director
6 years and 8
Reasons for nominating the candidate as outside Director and tenure
monthsSatoshi Akutsu has been nominated as a candidate for outside Director, although thecandidate has never participated in the management of companies other than as an
Attendance atBoard of Directors outside officer, as the Company believes that the candidate is qualified for the position
due to the candidate’s many achievements as a marketing specialist and with themeetings
expectation that the candidate would provide useful advice and more in relation to the
15/15
Company’s overall marketing business and the management of the Company can benefit
from this advice, with a focus on business development strategies. Accordingly, theCompany proposes the candidate’s election as outside Director.
The candidate’s tenure as outside Director will be six years and eight months at theconclusion of this General Meeting of Shareholders.
Independence of the candidate
The Company has appointed Satoshi Akutsu as an independent officer as provided forby the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate isreelected, the Company will continue to have the candidate as an independent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into anagreement with Satoshi Akutsu to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

15

No.

Name
(Date of Birth)<Reelection><Outside><Independent>

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

Joined Nara Machinery Co., Ltd.

May 1988

Joined Levi Strauss Japan KK

Dec. 1999

Marketing Senior Manager of Levi Strauss Japan KK

Mar. 2005

Public Affairs Division Manager of Starbucks Coffee
Japan, Ltd.

Dec. 2006

Marketing Division Manager of Starbucks Coffee Japan,
Ltd.

Aug. 2010

Marketing Officer of Starbucks Coffee Japan, Ltd.

May 2016

Outside Director of the Company (present)

Mar. 2017

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

Number of theCompany’s
Shares Owned–

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

Hiromi Horie(June 19, 1956)

9

Reasons for nominating the candidate as outside Director and tenure
Hiromi Horie has been nominated as a candidate for outside Director as the Company
Tenure as outside believes that the candidate is qualified for the position due to the candidate’s many
achievements as a manager of public affairs and marketing division for major
Director
corporations (retail and restaurant) and with the expectation that these assets can benefit
4 years
the management of the Company. Accordingly, the Company proposes the candidate’s
election as outside Director.
Attendance atBoard of Directors The candidate’s tenure as outside Director will be four years at the conclusion of thismeetings
General Meeting of Shareholders.
15/15
Independence of the candidate
The Company has appointed Hiromi Horie as an independent officer as provided for by
the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate isreelected, the Company will continue to have the candidate as an independent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into anagreement with Hiromi Horie to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

Notes: 1. Each of the candidates has no special interest in the Company.
2. “Number of the Company’s Shares Owned” indicates the number of shares owned as of February 29, 2020.

16

Proposal 3: Election of Two (2) Audit & Supervisory Board Members
The terms of office of Audit & Supervisory Board Members Tsuyoshi Matsuda and Kazuhiko
Ebihara will expire at the conclusion of this General Meeting of Shareholders. Accordingly, theCompany proposes the election of two Audit & Supervisory Board Members. The consent of
the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:[Reference] Policy and procedures in determining the candidates for Audit & Supervisory Board Member
The policy and procedures for the Board of Directors in determining the candidates for Audit & Supervisory Board
Member are as follows.
 Policy• The individuals nominated and elected for Audit & Supervisory Board Member shall be suitably qualified to be
Audit & Supervisory Board Members, shall have independence from the Company, and shall be able to performthe role for the full term of office.
 Procedure• Concerning the procedure for nominating and electing candidates for Audit & Supervisory Board Member, theRepresentative Director shall submit an original proposal for candidates, then, after consent has been obtained
from the Audit & Supervisory Board, the final decision regarding nomination is made by the Directors at theBoard of Directors meeting.

No.

Name
(Date of Birth)<Reelection>

Career Summary, and Positions in the Company
Apr. 1976

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

Jan. 2006

Joined POINT INC. (currently the Company)
Advisor of POINT INC.

Tsuyoshi Matsuda(February 5, 1953) Mar. 2006

1

Tenure as Audit &Supervisory Board May 2008
Member
4 years
May 2010

Number of theCompany’s
Shares Owned

Executive Officer and General Manager of
Administration Division and Accounting Department of
POINT INC.
Director, Corporate Officer and General Manager of
Administration Division of POINT INC.
Director, Managing Corporate Officer and General
Manager of Administration Division of POINT INC.

Attendance at
Corporate Auditor of NATURAL NINE HOLDINGS
Board of Directors Jun. 2013
CO., LTD. (currently Adastria Logistics Co., Ltd.)
meetings(present)
15/15
Mar. 2015
Advisor to the Office of the Chairman of Adastria
Attendance at
Holdings Co., Ltd. (currently the Company)
Audit &
Full-time Audit & Supervisory Board Member of theSupervisory Board May 2016
Company (present)
meetings
12/12
Significant concurrent positions outside the Company
Corporate Auditor of Adastria Logistics Co., Ltd.

17

2,060

No.

Name
(Date of Birth)

Career Summary, and Positions in the Company

Number of theCompany’s
Shares Owned

Reasons for nominating the candidate as Audit & Supervisory Board Member
and tenure
Tsuyoshi Matsuda has been nominated as a candidate for Audit & Supervisory Board
Member by virtue of the rich experience and specialist knowledge gained whileserving in financial institutions, as the General Manager of the Accounting Departmentof the Company, and as Director, Managing Corporate Officer with responsibility forthe financial and accounting departments of the Company, and because the Company
expects that these assets will be reflected in the auditing of the Company. Accordingly,
the Company proposes the candidate’s election as Audit & Supervisory Board
Member.
The candidate’s tenure as Audit & Supervisory Board Member will be four years at theconclusion of this General Meeting of Shareholders.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 34, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Tsuyoshi Matsuda to limit the liability for damages under Article
423, paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

18

No.

Name
(Date of Birth)<Reelection><Outside><Independent>
Kazuhiko Ebihara(March 5, 1958)

2

Career Summary, and Positions in the Company
Jul. 1983

Joined The Boston Consulting Group K.K.

Jun. 1986

Joined Goldman, Sachs & Co. (currently The Goldman
Sachs Group, Inc.)

Oct. 1988

Joined Goldman Sachs (Japan) Corp. (currently
Goldman Sachs Japan Co. Ltd.)

Sep. 2002

Joined J.P. Morgan Securities Asia Pte. Ltd.

Dec. 2006

Board Director of Synergy Inc.

Jun. 2007

Lecturer of Graduate School of Finance, Accounting andLaw, Waseda University

Dec. 2013

Instructor of Japan Vietnam EPA Program (Sponsoredby Ministry of Foreign Affairs), ARC Academy

May 2016

Outside Audit & Supervisory Board Member of theCompany (present)

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company
Tenure as Audit & None.
Supervisory Board
Reasons for nominating the candidate as outside Audit & Supervisory Board
MemberMember and tenure
4 years
Kazuhiko Ebihara has been nominated as a candidate for outside Audit & Supervisory
Board Member by virtue of the rich experience and specialist knowledge gained by the
Attendance atBoard of Directors candidate while serving in investment banks, and because the Company expects thatmeetings
these assets will be reflected in the auditing of the Company. Accordingly, the
15/15
Company proposes the candidate’s election as outside Audit & Supervisory Board
Member.
Attendance at
The candidate’s tenure as outside Audit & Supervisory Board Member will be four
Audit &
years at the conclusion of this General Meeting of Shareholders.
Supervisory Board
Independence of the candidate
meetings
The Company has appointed Kazuhiko Ebihara as an independent officer as provided
12/12
for by the Tokyo Stock Exchange and notified the exchange to that effect. If thecandidate is reelected, the Company will continue to have the candidate as anindependent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 34, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Kazuhiko Ebihara to limit the liability for damages under Article
423, paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

Notes: 1. Each of the candidates has no special interest in the Company.
2. “Number of the Company’s Shares Owned” indicates the number of shares owned as of February 29, 2020.

19

[Reference] Audit & Supervisory Board Members after elections (scheduled)
No.

1
2

Current Positions in the Company

Name

Significant concurrent positions outside the Company
Full-time Audit & Supervisory Board Member

Tsuyoshi Matsuda
Kazuhiko Ebihara

Corporate Auditor of Adastria Logistics Co., Ltd.
Independent
Outside–

Yoshiko Hayama

Independent
Outside–MarikoMatsumura

Independent
OutsideOutside Audit & Supervisory Board Member–
Outside Audit & Supervisory Board Member
Representative of Yoshiko Hayama Certified Public Accountant
OfficeOutside Director of SUGI HOLDINGS CO., LTD.
Outside Director (Audit and Supervisory Committee Member) of
DYNAC HOLDINGS CORPORATION
Outside Audit & Supervisory Board Member
Partner of Shinwa Sogo Law Offices
Outside Auditor of Fund Creation Group Co., Ltd.
Outside Member of the Board of Directors of Meiji Holdings Co.,
Ltd.

Note: The term of office of an Audit & Supervisory Board Member of the Company is 4 years. Yoshiko Hayama
and Mariko Matsumura were elected at the 68th Ordinary General Meeting of Shareholders held on May 24,
2018, and at the 69th Ordinary General Meeting of Shareholders held on May 23, 2019, respectively. Both ofthese individuals were designated independent officers as provided for by the Tokyo Stock Exchange, towhich notifications were made to that effect.

20

Proposal 4: Revision of Amount of Compensation, etc. for Directors
Approval for setting the amount of Compensation, etc. for Directors of the Company to not
more than ¥400 million annually (including not more than ¥25 million for the amount ofcompensation, etc. for outside Directors) was received at the 57th Ordinary General Meeting of
Shareholders held on May 30, 2007. At the 63rd Ordinary General Meeting of Shareholders
held on May 23, 2013, approval was received for the revision of an upper limit for outside
Directors within the upper limit set for all Directors of ¥400 million annually (including notmore than ¥50 million for the amount of compensation, etc. for outside Directors), a state ofaffairs that has continued until today.
Having taken into account various factors, such as subsequent economic conditions and changes
in the business environment, as well as the increase in the maximum number of Directors from
9 to 12, as described in Proposal 1 “Partial Amendments to the Articles of Incorporation,” andreviewed compensation plans, the Company proposes an amendment to not more than ¥560
million annually (including not more than ¥70 million annually for the compensation, etc. ofoutside Directors).
As was previously the case, the amount of compensation, etc. of Directors shall not include theportion of employee salaries of directors who concurrently serve as employees.
In addition, the number of Directors is currently 9 (including 4 outside Directors), and in theevent that Proposal 2 “Election of Nine (9) Directors” is approved without modification, thenumber of Directors will not change.
Proposal 5: Revision of Amount of Compensation, etc. for Audit & Supervisory Board
Members
Approval for setting the amount of compensation, etc. for Audit & Supervisory Board Membersof the Company to not more than ¥50 million annually was received at the 55th Ordinary
General Meeting of Shareholders, held on May 26, 2005, a state of affairs that has continued
until today.
Having taken into account various factors, such as subsequent economic conditions and changes
in the business environment, as well as the increase in the maximum number of Audit &Supervisory Board Members from 4 to 5, as described in Proposal 1 “Partial Amendments to the
Articles of Incorporation,” the Company proposes an amendment to not more than ¥70 million
annually.
In addition, the number of Audit & Supervisory Board Members is currently 4, and in the eventthat Proposal 3 “Election of Two (2) Audit & Supervisory Board Members” is approved without
modification, the number of Audit & Supervisory Board Members will not change.

21

Proposal 6: Revision of Details of Performance-Linked and Share-Based Compensation for
Directors
1. Reason for the proposal and reasons for justifying the revision
The Company received approval for a performance-linked and share-based compensation
plan (hereinafter, the “Plan”) for Directors of the Company (excluding outside Directors andthose not resident in Japan; hereafter the same shall apply within this Proposal) at the 66th
Ordinary General Meeting of Shareholders held on May 26, 2016, a state of affairs that hascontinued until today.
Based on a growth strategy targeted at 2025, and with the aim of expanding its businessmodel and enhancing the management system going forward, the Company is seeking to
expand the upper limit for the number of Directors (including outside Directors) from 9 to
12, as described in Proposal 1 “Partial Amendments to the Articles of Incorporation.”
Accordingly, with the increase in the number of Directors and growth in earnings, the total
amount of money contributed by the Company, and the total number of the shares of theCompany and the total amount of money equivalent to the portion of shares of the Company
converted into cash (hereinafter, “the Company’s Shares, etc.”) that are delivered andgranted (hereinafter, “Delivery, etc.”) to Directors under the Plan, could exceed the
maximum amount of money contributed by the Company and maximum number of Delivery,
etc., of the Company’s Shares, etc of the current Plan. The Company therefore requests
approval for partial amendments of the content to allow for such possibility.
The revision of the Plan aims to further heighten the awareness of Directors toward
contributing to improving the Company’s operating performance and to increasing corporate
value over the medium and long term, and the Company believes it reasonable to adopt thisPlan.
The number of Directors eligible for the Plan after the revision is five provided that Proposal
2 ”Election of Nine (9) Directors” is approved as proposed.
2. Details of the Plan revision
The amendments apply to the parts of the current Plan that relate to the applicable period,
the maximum amount of money contributed by the Company, the maximum number of theCompany’s Shares, etc. acquired by Directors, and the timing of the Delivery, etc. of theCompany’s Shares, etc. to Directors.
3. Details, etc. of the Plan after amendment(1) Overview of the Plan
The Plan is a share-based compensation plan in which shares of the Company are
acquired through a trust using funds for the amount of compensation for Directors
contributed by the Company, and the Delivery, etc. of the Company’s Shares, etc. ismade to Directors through the trust according to their position and the degree of
operating performance achieved in a period of three consecutive fiscal years (hereinafterin this proposal, “Applicable Period,” with each fiscal year within the Applicable Period
referred to as “Fiscal Year Applicable for Assessment”).

22

(2) Applicable Period
At a meeting of the Board of Directors held on April 17, 2019, it was resolved that thePlan would be continued, but because it has now again been concluded that it isnecessary to further heighten the awareness of Directors toward contributing to
improving the Company’s operating performance and to increasing corporate value overthe medium and long term, with the aim of further expanding the business model andenhancing the management system, the Company proposes to amend the Applicable
Period to the three-year period from the fiscal year ending on February 28, 2021 to thefiscal year ending on February 28, 2023. In the event that the Applicable Period is
extended, the succeeding three fiscal years shall become the new Applicable Period.

(3) Maximum amount of money contributed by the Company
Currently, the upper limit on the total sum of money for each Applicable Period of ¥470
million is contributed as compensation for Directors to a trust of three years, which is set
up with Directors who satisfy the beneficiary requirements as beneficiaries (hereinafter,
the “Trust”), but the Company proposes to amend the upper limit on sums of money
contributed as compensation for Directors to a total of ¥732 million for each Applicable
Period.
If at the expiry of the Applicable Period an extension of the Applicable Period is decided
by resolution of the Board of Directors, the Trust may be continued by changing the trust
contract or placing an additional trust as an alternative to newly setting the Trust. In thatevent, the new Applicable Period shall be extended for no longer than the current
Applicable Period, and the trust period of the Trust shall be extended by three years. The
Company will provide an additional contribution up to a total of ¥732 million for every
Applicable Period extended, continue to grant points to the Directors during theApplicable Period extended, and continue the Delivery, etc., of the Company’s Shares,
etc., during the trust period extended; provided, however, that, if, in the case ofproviding the aforesaid additional contribution, there are residual shares of the Company(excluding shares of the Company corresponding to the points granted to Directors forwhich Delivery, etc., are incomplete) and money (hereinafter, collectively, “Residual
Shares, etc.”) in the trust property as of the end of the Applicable Period prior to theextension, the total of the amount of Residual Shares, etc., and the trust money for
additional contribution shall not be more than ¥732 million.
(4) Maximum number of the Company’s Shares, etc., acquired by Directors
The upper limit on the total number of the Company’s Shares, etc. for which Delivery,
etc. is made to Directors via the Trust is 52,000 shares annually, but it is proposed that
this be amended to an upper limit of 111,000 shares annually.
(5) Timing of Delivery, etc., of the Company’s Shares, etc., to Directors
Directors who satisfied the beneficiary requirements were able, after three years had elapsed
as reckoned from the beginning of each Fiscal Year Applicable for Assessment, to take
Delivery, etc. of a number of the Company’s Shares, etc. based on the number of points
relating to the Fiscal Year Applicable for Assessment in question, but in order to further
raise awareness of the need to align interests with those of shareholders, said Directors shallbe able to take Delivery, etc. of the Company’s Shares, etc. after two years have elapsed as
reckoned from the beginning of each Fiscal Year Applicable for Assessment, so as to enable
Directors to take ownership of the shares of the Company at an earlier stage.
However, the Company’s Shares, etc. acquired through the Plan shall be held continuously
by Directors for a period of at least one year after delivery.

23 Details of the Plan revision (Underlined parts are amended.)
Item
Applicable Period
Maximum amount ofmoney contributed by
the Company

Maximum number of
the Company’s Shares,
etc., acquired by
Directors

Before revision
The three-year period from the fiscal
year ended February 29, 2020 to thefiscal year ending February 28, 2022
A total of ¥470 million in theapplicable period of three fiscal
years No more than a total of 156,000
shares during a three year period(52,000 shares per year) Approximately 0.3% of the total
number of issued shares (after
deducting treasury shares as ofFebruary 29, 2016) (approximately
0.1% of the total number of shares
outstanding per year) After three years have passed fromthe start of each Fiscal Year
Applicable for Assessment







Timing of Delivery,
etc., of the Company’s
Shares, etc., toDirectors(Other items)

After revision
The three-year period from the fiscal
year ending February 28, 2021 to thefiscal year ending February 28, 2023
A total of ¥732 million in theapplicable period of three fiscal
years
No more than a total of 333,000
shares during a three year period(111,000 shares per year)
0.7% of the total number of issued
shares (after deducting treasury
shares as of February 29, 2020)(approximately 0.2% of the total
number of shares outstanding per
year)
After two years have passed fromthe start of each Fiscal Year
Applicable for Assessment
However, the Company’s Shares,
etc. acquired through the Plan shallbe held continuously by Directors
for a period of at least one year after
delivery.
Points for the Fiscal Year Applicablefor Assessment that ends on
February 29, 2020, before thisamendment, shall be awarded after
three years have elapsed as reckoned
from the beginning of the Fiscal
Year Applicable for Assessment.

There have been no other changes to the Plan.

 Key points of the Plan as approved by the 66th Ordinary General Meeting of
Shareholders
Item
Persons eligible for the Delivery,
etc., of the Company’s Shares, etc.,
under this plan
The method of acquisition of sharesof the Company
Contents of the terms of achieving
performance targets
Voting rights concerning the sharesof the Company in the Trust

Contents
Directors of the Company (excluding outside Directors andDirectors that are non-residents of Japan)
Shares of the Company are purchased on the stock market or fromthe Company (disposition of treasury shares).
 Terms vary in accordance with the degree of achievement for thetargets in terms of year-on-year change in net sales and operating
income and operating margin.
 The number of shares is determined within the range of 0 to 200%.
In order to ensure neutrality toward management, voting rights shallnot be exercised during the trust period.

24