(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, 2019

To Our Shareholders
Michio Fukuda
Representative Director, Chairman & President

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

Notice of the 69th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 69th 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 22, 2019 (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 23, 2019 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 69th fiscal
year (from March 1, 2018 to February 28, 2019), 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 69th fiscal year (from March 1,
2018 to February 28, 2019)
Matters to be resolved:
Proposal 1:
Proposal 2:

Election of Nine (9) Directors
Election of One (1) Audit & Supervisory Board Member

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(http://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) Consolidated Statement of Changes in Equity(b) Notes to the Consolidated Financial Statements(c) Non-consolidated Statement of Changes in Equity(d) Notes to the Non-consolidated Financial Statements
Accordingly, the attached documents to this notice are a part of the Consolidated
Financial Statements and Non-consolidated Financial Statements that were audited by
the Audit & Supervisory Board Members and the Accounting Auditor in preparing theaudit reports.
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
Non-consolidated Financial Statements, please note that such changes will be posted on
the Company’s website (http://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.

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 69th Ordinary General Meeting of
Shareholders (this document).
Date and Time of the Ordinary General Meeting of Shareholders:
Thursday, May 23, 2019 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,and send 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 22, 2019 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
for the proposal.)

Proposal 1


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 numberof each candidate you choose to disapprove.

Proposal 2

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”
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 22, 2019 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.

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

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

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

4

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1: Election of Nine (9) Directors
The terms of office of all eight Directors will expire at the conclusion of this General Meetingof Shareholders. Accordingly, the Company proposes the election of nine Directors, increasing
the number of Directors by one to enhance the management system.
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

Senior Executive Officer, General Manager ofGeneral Headquarters of Sales

New election

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

5

No.

Name
(Date of Birth)<Reelection>
Michio Fukuda(July 10, 1946)
1

Tenure as Director
48 years

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.

May 2004

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

May 2010

Representative Director, Chairman & President of POINT
INC.

Sep. 2013

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

May 2015

Representative Director, Chairman & Chief Executive
Officer of Adastria Holdings Co., Ltd.

Number of theCompany’s
Shares Owned

1,041,340

Attendance atBoard of Directors Mar. 2018 Representative Director, Chairman & President of theCompany (present)
meetings
15/16
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.

6

No.

Name
(Date of Birth)

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

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.)

Tenure as Director Mar. 2017
7 years and8 months
Oct. 2017

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

Osamu Kimura(September 2,
1969)2

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

Apr. 2013<Reelection>

Number of theCompany’s
Shares Owned

18,676

Representative Director, President of ADASTRIA eat
Creations Co., Ltd. (present)

Attendance at
Executive Vice President of the Company (present)
Board of Directors Mar. 2018
meetings
Significant concurrent positions outside the Company
16/16
Director, Vice President of ELEMENT RULE Co., Ltd.
Representative Director, President of ADASTRIA eat Creations Co., Ltd.
Reasons for nominating the candidate as Director
Osamu Kimura has been nominated as a candidate for Director because the candidate
has gained extensive experience and many achievements in the field of sales and store
development, and the candidate has worked as a Representative Director of AdastriaGroup companies in the past. The Company proposes the candidate’s election as
Director to utilize the candidate’s rich experience and abundant achievements
accumulated thus far and thereby receive the candidate’s contribution to improving thecorporate value of the Company.

7

No.

3

Name
(Date of Birth)

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 POINT INC.

May 2014

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

Mar. 2016

General Manager of Communication Design Division of
the Company<Reelection>

Mar. 2017

General Manager of Corporate Planning Division of theCompany

Taiki Fukuda(April 11, 1978)

May 2017

Director, General Manager of Corporate Planning
Division of the Company

Mar. 2018
Tenure as Director Mar. 2018
2 years

Number of theCompany’s
Shares Owned

201,324

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

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

8

No.

Name
(Date of Birth)<Reelection>

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

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

Jul. 2006

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

Mar. 2008

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

Jun. 2010

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

Mar. 2012

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

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

Sep. 2013

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

Mar. 2015

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

Masayuki Kindo(December 5, 1967) Mar. 2016
4

Tenure as Director Mar. 2018
1 yearAttendance atBoard of Directors
meetings
12/12
May 2018

Number of theCompany’s
Shares Owned

2,600

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

Significant concurrent positions outside the Company
Director of Adastria Asia Co., Ltd.
Director of POINT (Shanghai) Co., Ltd.
Representative Director, President of POINT TW INC.
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
in corporate strategy, finance and sales in the Company. The Company proposes thecandidate’s election as Director to utilize the candidate’s rich experience and abundantachievements accumulated thus far and thereby receive the candidate’s contribution to
improving the corporate value of the Company.

9

No.

Name
(Date of Birth)<New election>
5

Yoshiaki Kitamura(January 25, 1976)

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 the Company

Apr. 2016

Representative Director of Adastria Korea Co., Ltd.
(present)Mar. 2018

Senior Executive Officer, General Manager of General
Headquarters of Sales of the Company (present)

Number of theCompany’s
Shares Owned

3,106

Director of Adastria Asia Co., Ltd. (present)
Director of POINT (Shanghai) Co., Ltd. (present)
Director of POINT TW INC. (present)
Significant concurrent positions outside the Company
Director of Adastria Asia Co., Ltd.
Director of POINT (Shanghai) Co., Ltd.
Director of POINT TW INC.
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 thecandidate has gained extensive experience and many achievements in the field of sales
such as through driving the growth of the Company’s core brands. The Company
proposes the candidate’s election as Director to utilize the candidate’s rich experienceand abundant achievements accumulated thus far and thereby receive the candidate’scontribution to improving the corporate value of the Company.

10

No.

Name
(Date of Birth)<Reelection><Outside><Independent>
Hideki Kurashige(September 11,
1942)
6

Tenure as
outside Director
5 years and8 months

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.)

Apr. 2012

Chairman, Representative Director of IT Frontier
Corporation

Apr. 2013

Representative Director, Chairman and President of
SIGMAXYZ Inc.

Sep. 2013

Outside Director of the Company (present)

Mar. 2019

Representative Director and Chairman of SIGMAXYZ
Inc. (present)

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company
Attendance at
Representative Director and Chairman of SIGMAXYZ Inc.
Board of Directors
meetings
Reasons for nominating the candidate as outside Director and tenure
16/16
Hideki Kurashige has been nominated as a candidate for outside Director because thecandidate has rich experience and extensive insight accumulated while working at
global companies. The Company proposes the candidate’s election as outside Director
to benefit from the guidance that the candidate would provide in the area of promoting
sound and efficient management.
The candidate’s tenure as outside Director will be five 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
for by the Tokyo Stock Exchange and notified the exchange to that effect. If thecandidate is reelected, the Company will continue to have the candidate as anindependent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Hideki Kurashige to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

11

No.

Name
(Date of Birth)<Reelection><Outside><Independent>
Tadamitsu Matsui(May 13, 1949)
7

Tenure as
outside Director
5 years and8 months

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

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

May 1993

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

May 1999

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

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

Jan. 2001

President and Representative Director of RYOHINKEIKAKU CO., LTD.

Apr. 2001

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

Feb. 2002

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

Feb. 2008

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

May 2009

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

Oct. 2010

President and Representative Director of T&T
Corporation (currently Matsui Office Corporation)(present)

Jun. 2013
Attendance at
Sep. 2013
Board of Directors
Jun. 2014
meetings
15/16
May 2015

Outside Director of Resona Bank, Limited
Outside Director of the Company (present)
Outside Director of Resona Holdings, Inc. (present)
Outside Director of OOTOYA Holdings Co., Ltd.
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.

12

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 five 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
for by the Tokyo Stock Exchange and notified the exchange to that effect. If thecandidate is reelected, the Company will continue to have the candidate as anindependent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Tadamitsu Matsui to limit the liability for damages under Article
423, paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

13

No.

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

Tenure as
outside Director
5 years and8 months

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 Business
Administration, Hitotsubashi University (present)

Sep. 2013

Outside Director of the Company (present)

Jun. 2017

Outside Director of Nojima Corporation (present)

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company
Professor, the Graduate School of Business Administration, Hitotsubashi University
Outside Director of Nojima Corporation
Reasons for nominating the candidate as outside Director and tenure

Satoshi Akutsu has been nominated as a candidate for outside Director, although thecandidate has never participated in the management of companies other than as an
Attendance atoutside officer, as the Company believes that the candidate is qualified for the position
Board of Directors 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
16/16
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 five 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
is reelected, the Company will continue to have the candidate as an independent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Satoshi Akutsu to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

14

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

Tenure as
outside Director
3 years

Reasons for nominating the candidate as outside Director and tenure
Hiromi Horie has been nominated as a candidate for outside Director as the Company
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
corporations (retail and restaurant) and with the expectation that these assets can benefit
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 three years at the conclusion of thismeetings
General Meeting of Shareholders.
15/16
Independence of the candidate

The Company has appointed Hiromi Horie as an independent officer as provided for by
the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate isreelected, the Company will continue to have the candidate as an independent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into
an agreement with Hiromi Horie to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.
Notes: 1. Each of the candidates has no special interest in the Company.
2. “Number of the Company’s Shares Owned” indicates the number of shares owned as of February 28, 2019.

15

Proposal 2: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Wataru Maekawa will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the Company proposes theelection of one Audit & Supervisory Board Member. The consent of the Audit & Supervisory
Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is 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.

Name(Date of Birth)<New election><Outside><Independent>

Career Summary and Positions in the Company(Significant Concurrent Positions outside the Company)
Apr. 1988

Registered as an Attorney at Law (Daiichi Tokyo Bar
Association)
Joined Braun Moriya Hoashi & Kubota

Feb. 1994

Joined Ryudo Sogo Law Offices

Jan. 2006

Joined Shinwa Sogo Law Offices, Partner (present)

Feb. 2017

Outside Auditor of Fund Creation Group Co., Ltd. (present)

Jun. 2018
Outside Member of the Board of Directors of Meiji Holdings
Mariko Matsumura
Co., Ltd. (present)(September 24,
Significant concurrent positions outside the Company
1959)
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.

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Number of theCompany’s
Shares Owned

–

Name
(Date of Birth)

Career Summary and Positions in the Company(Significant Concurrent Positions outside the Company)

Number of theCompany’s
Shares Owned

Reasons for nominating the candidate as outside Audit & Supervisory Board Member
Mariko Matsumura has been nominated as a candidate for outside Audit & Supervisory Board
Member, although the candidate has never participated in the management of companies otherthan as an outside officer, as the Company believes that the candidate is qualified for the
position with the expectation that the candidate would reflect, in audits of the Company, thecandidate’s professional view as well as rich experience and insight of corporate legal affairs
as an attorney at law. Accordingly, the Company proposes the candidate’s election as outside
Audit & Supervisory Board Member.
Independence of the candidate
Mariko Matsumura satisfies the requirements for an independent officer as provided for by the
Tokyo Stock Exchange. If the election of the candidate is approved, the Company will appoint
the candidate as an independent officer.
Agreement limiting liability
If the election of Mariko Matsumura is approved, in accordance with provisions of Article
427, paragraph 1 of the Companies Act and Article 34, paragraph 2 of the Articles ofIncorporation, the Company will enter into an agreement with the candidate to limit theliability for damages under Article 423, paragraph 1 of the Companies Act to the extent of theminimum liability amount prescribed under Article 425, paragraph 1 of the Companies Act.
Notes: 1. The name of Mariko Matsumura in the family register is Mariko Hosoi.
2. Mariko Matsumura has no special interest in the Company.
3. “Number of the Company’s Shares Owned” indicates the number of shares owned as of February 28, 2019.

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