(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, 2018

To Our Shareholders
Michio Fukuda
Representative Director,
Chairman, Chief Executive Officer & President

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

Notice of the 68th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 68th 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 23, 2018 (Japan
Standard Time), or vote at the website for the exercise of voting rights specified by theCompany (https://evote.tr.mufg.jp/).
Meeting Details
1. Date and Time:Thursday, May 24, 2018 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 68th fiscal
year (from March 1, 2017 to February 28, 2018), 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 68th fiscal year (from March 1,
2017 to February 28, 2018)
Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:

Partial Amendments to the Articles of Incorporation
Election of Eight (8) 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) Statement of Changes in Equity(d) Notes to the Non-consolidated Financial Statements
Accordingly, the attached documents to this notice are 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.
Attending the General Meeting of Shareholders
Please submit the voting card at the reception desk upon your arrival. (name seals are notrequired.)Date and Time:Thursday, May 24, 2018 at 3:00 p.m. (JST) (doors open at 2:00 p.m.)

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

Mailing the Voting Card
Please indicate your approval or disapproval of each proposal on the enclosed voting card, andpost it without affixing postage stamps.
Exercise due date:
Arrive at the Company no later than Wednesday, May 23, 2018 at 7:00 p.m. (JST)Exercising Voting Rights via the Internet
Please access the website for exercising voting rights (https://evote.tr.mufg.jp/) from a personal
computer (PC), a smartphone, or a mobile phone, enter your Login ID and Temporary Password
provided on the enclosed voting card, and follow on-screen instructions to indicate yourapproval or disapproval of each proposal.
Exercise due date: No later than Wednesday, May 23, 2018 at 7:00 p.m. (JST)(1) Please be aware that, in order to prevent unauthorized access (spoofing) by persons otherthan shareholders and falsification of votes, shareholders voting via the Internet will be
asked to change their Temporary Password on the voting website.
(2) You will be notified of a new Login ID and Temporary Password every time a General
Meeting of Shareholders is convened.
(3) Any fees incurred for accessing the website for exercising voting rights (Internet connection
fees, telephone charges, etc.) shall be borne by shareholders. Also, when voting by mobile
phone, packet communication fees and other costs entailed by the use of mobile phones
shall be borne by shareholders.

3Cautions Regarding Exercise of the Voting Rights via the Internet(1) If you exercise your voting rights both in writing and via the Internet, your voting via the Internet shall be deemedvalid.
(2) If you exercise your voting rights multiple times via the Internet, only the last vote cast shall be deemed valid.
Similarly, if you exercise your voting rights more than once using a PC, a smartphone and/or a mobile phone,
only the last vote cast shall be deemed valid.
(3) Any fees incurred for accessing the website for exercising voting rights (Internet connection fees, telephonecharges, etc.) shall be borne by shareholders. Also, when voting by mobile phone, packet communication feesand other costs entailed by the use of mobile phones shall be borne by shareholders.
(4) Voting via the Internet will be accepted until Wednesday, May 23, 2018 at 7:00 p.m. However, we respectfully
ask you to exercise your voting rights at your earliest convenience.
If you have any questions, please contact the Help Desk (details below).

Website for Exercising Voting Rights(1) You can exercise your voting rights via the Internet only by accessing the website for exercising voting rights
designated by the Company (https://evote.tr.mufg.jp/) from a PC, a smartphone, or a mobile phone (i-mode,
EZweb, Yahoo! Keitai). (Please note that the website is closed from 2:00 a.m. through 5:00 a.m. (JST), everyday.)(2) Please be aware that, when exercising voting rights from a PC or a smartphone, you may not be able to exercise
your voting rights depending on certain factors in the Internet connection environments, including the use of afirewall, etc., installation of an anti-virus software, and the use of a proxy server.
(3) For exercising voting rights from a mobile phone, please use one of the following services: i-mode, EZweb,
Yahoo! Keitai. For security purposes, mobile phones that are incapable of handling encrypted communication(SSL communication) or transmitting terminal ID information are not supported.
* “i-mode,” “EZweb” and “Yahoo!” are trademarks or registered trademarks of NTT DOCOMO, INC., KDDI Corporation and U.S.
Yahoo! Inc., respectively.

Receiving Notice of General Meeting of Shareholders
For the General Meeting of Shareholders to be held next time and in subsequent times, shareholders may elect toreceive their notice by e-mail. If you wish to receive the notice by e-mail, please access the website for exercising
voting rights from a PC or a smartphone and complete the registration procedure. (Please note that it is not possible
to complete this procedure via mobile phone, nor is it possible to have notice emails sent to a mobile phone email
address.)

Electronic Voting Platform
Trust banks and other nominee shareholders (including standing proxies) who have applied in advance to use theelectronic voting platform operated by ICJ, Inc. (a joint-venture company established by Tokyo Stock Exchange, Inc.
and others) may use this platform other than voting via the Internet to electronically exercise voting rights for theCompany’s General Meeting of Shareholders.

For inquiries about the system or other matters, please contact:
Stock Transfer Agency (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (9:00 a.m. to 9:00 p.m.; toll free within Japan)

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. The
amendments to the Articles of Incorporation shall be effective from June 1, 2018.
1. Reasons for the proposal
In order to prepare for the future business development of the Company and its subsidiaries,
new business purposes are to be added to the current Articles of Incorporation.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined parts are amended.)
Proposed Amendments

Current Articles of Incorporation(Objects)(Objects)
Article 2.
(Not Amended)
Article 2.
(Omitted)(1) planning, manufacturing, processing, (1) planning, manufacturing, processing,
repair,cleaning,
purchase,sale,repair,cleaning,
purchase,sale,export/import,
consignment
sales
export/import, consignment sales, as well(consignor),consignment
sales
as rental and leasing of apparel products,(consignee), coordination services, as
watches, eyeglasses, shoes, cosmetics,
well as rental and leasing of apparel
perfume, pharmaceutical products, quasiproducts, watches, eyeglasses, shoes,
drugs, bags, umbrellas, hats, clothingcosmetics, perfume, pharmaceuticalornament accessories, jewels, precious
products, quasi-drugs, bags, umbrellas,metals,leathergoods,
interior
hats, clothing ornament accessories,
decorations, food, furniture, bedclothes,jewels, precious metals, leather goods,
towels, pet supplies, tableware, interior
interior decorations, food, furniture,
goods, books, stationery, toys, home
bedclothes, towels, pet supplies,
electric appliances, audio equipment,
tableware, interior goods, books,
software including electronic media,
stationery,
toys,
home
electric
sportswear and equipment, vehicles,
appliances, audio equipment, software
plants, kitchenware, and home andincluding electronic media, sportswear
general merchandise;and equipment, vehicles, plants,
kitchenware, and home and generalmerchandise;(2) to (6)(Omitted)(2) to (6)(Not Amended)(7) storing, inspection, management and (7) storing, inspection, management andpacking/packaging of products stipulated
packing/packaging of products stipulated
under items (1) through (5) above;
under items (1) through (5) above andthese operations on consignment;(8) management of restaurants and coffee (8) management of restaurants and coffee
shops;
shops, and these operations on
consignment;(9) to (22)(Omitted)(9) to (22)(Not Amended)5

Proposal 2: Election of Eight (8) 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 eight Directors.
The candidates for Director are as follows:
No.

Name

Current Positions and Responsibility in the Company
Representative Director,
Chairman, Chief Executive Officer & President
Executive Vice President(in charge of Sales Section and New Business
Development)
Director(in charge of U.S. Business and Corporate
Governance)
Senior Executive Officer, General Manager ofGeneral Headquarters of Management

Attribute
Reelection

1Michio Fukuda

2Osamu Kimura

3

Taiki Fukuda

4

Masayuki Kindo

5

Hideki Kurashige

Outside Director

Reelection, Outside, Independent

6

Tadamitsu Matsui

Outside Director

Reelection, Outside, Independent

7

Satoshi Akutsu

Outside Director

Reelection, Outside, Independent

8

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

6

Reelection
Reelection
New election

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.

May 2004

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

May 2010

Representative Director, Chairman & President of POINT
INC.

<Reelection>

Sep. 2013

Michio Fukuda(July 10, 1946)

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

May 2015

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

Mar. 2018

Representative Director, Chairman, Chief Executive
Officer & President of the Company (present)

Number of theCompany’s
Shares Owned

1,041,340

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)

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

2

Number of theCompany’s
Shares Owned

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. (present)<Reelection>

Mar. 2017

Osamu Kimura(September 2,
1969)

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

Oct. 2017

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

Mar. 2018

Executive Vice President of the Company (in charge ofSales Section and New Business Development) (present)

18,676Significant concurrent positions outside the Company
Director, Vice President of ALICIA Co., Ltd.
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 an 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.

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

Mar. 2017

General Manager of Corporate Planning Division of theCompany (present)<Reelection>

May 2017

Director, General Manager of Corporate Planning
Division of the Company

Taiki Fukuda(April 11, 1978)

Mar. 2018

Director of the Company (in charge of U.S. Business andCorporate Governance) (present)

Number of theCompany’s
Shares Owned

201,324

Significant concurrent positions outside the Company
None.
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.

Name
(Date of Birth)

Apr. 1991

Joined The Sanwa Bank, Limited (currently MUFJ 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.

Mar. 2016

Senior Executive Officer, General Manager of Business
Management Division of the Company

Masayuki Kindo Mar. 2018
(December 5, 1967)

Senior Executive Officer, General Manager of General
Headquarters of Management and Overseas AssistanceDivision of the Company (present)
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)<New candidate>4

Career Summary, and Positions and Responsibility in the Company

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company
Director of Adastria Asia Co., Ltd.
Director of POINT (Shanghai) Co., Ltd. (present)
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.

10

No.

5

Name
(Date of Birth)

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.)<Reelection><Candidate for
Outside Director><Independent>

Apr. 2012

Chairman, Representative Director of IT Frontier
Corporation

Apr. 2013

Representative Director, Chairman and President of
SIGMAXYZ Inc. (present)

Hideki Kurashige(September 11,
1942)

Sep. 2013

Outside Director of the Company (present)

Number of theCompany’s
Shares Owned–

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

6

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

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.)

Apr. 2010

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

Jun. 2013

Outside Director of Resona Bank, Limited

Sep. 2013

Outside Director of the Company (present)

Jun. 2014

Outside Director of Resona Holdings, Inc. (present)
Outside Director of OOTOYA Holdings Co., Ltd.

May 2015

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

Nov. 2016

Outside Director of SADAMATSU Company Limited(present)

Number of theCompany’s
Shares Owned

4,000

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 SADAMATSU Company Limited
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 four 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.

12

No.

7

Name
(Date of Birth)

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

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

Dec. 1998

Assistant Professor, Faculty of Commerce andManagement, Hitotsubashi University

Apr. 1999

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

Jun. 2002

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

Mar. 2010

Outside Director, OTSUKA KAGU, LTD. (present)

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)<Reelection><Candidate for
Outside Director><Independent>

Significant concurrent positions outside the Company

Satoshi Akutsu(July 11, 1966)

Reasons for nominating the candidate as outside Director and tenure

Number of theCompany’s
Shares Owned–

Professor, the Graduate School of Business Administration, Hitotsubashi University
Outside Director, OTSUKA KAGU, LTD.
Outside Director of Nojima Corporation
Satoshi Akutsu has been nominated as a candidate for outside Director, although thecandidate has never participated in the management of companies other than as an
outside officer, as the Company believes that the candidate is qualified for the position
due to the candidate’s many achievements as a marketing specialist and with the
expectation that the candidate would provide useful advice and more in relation to theCompany’s overall marketing business and the management of the Company can benefit
from this advice, with a focus on business development strategies. Therefore, theCompany proposes the candidate’s election as outside Director.
The candidate’s tenure as outside Director will be four 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.

13

No.

Name
(Date of Birth)

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.

8

<Reelection><Candidate for
Outside Director><Independent>
Hiromi Horie(June 19, 1956)

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.
The candidate’s tenure as outside Director will be two years at the conclusion of this
General Meeting of Shareholders.
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, 2018.

14

Proposal 3: Election of One (1) Audit & Supervisory Board Member
Audit & Supervisory Board Member Tetsuro Yokoyama will resign at the conclusion of this
General Meeting of Shareholders. Accordingly, the Company proposes the election of one
Audit & Supervisory Board Member. The consent of the Audit & Supervisory Board has beenobtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of Birth)<New candidate><Candidate for
Outside Audit &Supervisory Board
Member><Independent>
Yoshiko Hayama(October 7, 1959)

Career Summary and Positions in the Company(Significant Concurrent Positions outside the Company)
Apr. 1983

Joined The Fuji Bank, Limited (currently Mizuho Bank, Ltd.)

Oct. 1990

Joined Tohmatsu & Co. (currently Deloitte Touche Tohmatsu
LLC)

Mar. 1994

Registered as a Certified Public Accountant

Jan. 2007

Joined Ernst & Young ShinNihon (currently Ernst & Young
ShinNihon LLC)

Jan. 2015

Representative of Yoshiko Hayama Certified Public
Accountant Office (present)

Jun. 2015

Outside Audit & Supervisory Board Member, COCO’SJAPAN CO., LTD.

May 2016

Outside Director, SUGI HOLDINGS CO., LTD. (present)

Aug. 2016

Research Specialist of The Japanese Institute of Certified
Public Accountants (present)

Jun. 2017

Outside Director, COCO’S JAPAN CO., LTD. (present)

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company
Representative of Yoshiko Hayama Certified Public Accountant OfficeOutside Director, SUGI HOLDINGS CO., LTD.
Outside Director, COCO’S JAPAN CO., LTD.
Research Specialist of The Japanese Institute of Certified Public Accountants
Reasons for nominating the candidate as outside Audit & Supervisory Board Member
Although Yoshiko Hayama has never participated in the management of companies other thanas an outside officer, the Company proposes the candidate’s election as outside Audit &Supervisory Board Member because it judges that she is an appropriate candidate capable ofreflecting, in audits of the Company, the candidate’s professional view as a certified public
accountant as well as rich experience and insight cultivated through performing her duties at
audit corporations.
Independence of the candidate
Yoshiko Hayama satisfies the requirements for an independent officer as provided for by the
Tokyo Stock Exchange. If the candidate is elected, the Company will appoint the candidate as
an independent officer and notify the exchange to that effect.
Agreement limiting liability
If the election of Yoshiko Hayama 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. Yoshiko Hayama 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, 2018.

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