(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
Date of sending by postal mail: May 7, 2024
Start date of measures for electronic provision: April 30, 2024

To Our Shareholders
Osamu Kimura
Representative Director and President

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

Notice of the 74th Ordinary General Meeting of Shareholders
First, we would like to express our deepest sympathies to all those who have been affected by the2024 Noto Peninsula Earthquake, and we sincerely hope for a quick recovery.
We cordially notify you of the 74th Ordinary General Meeting of Shareholders of Adastria Co.,
Ltd. (the “Company”), to be held as indicated below.
When convening this General Meeting of Shareholders, the Company takes measures forproviding information (matters subject to measures for electronic provision) that constitutes thecontent of Reference Documents for the General Meeting of Shareholders in electronic format.
Please visit the websites at the internet address shown below to review the information.
The Company’s website:
https://www.adastria.co.jp/ (in Japanese)(On the English-language version of the above website, please select “Investors” and then“General Meeting of Shareholders” under the heading “IR Library.”)
The Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Adastria” in “Issue
name (company name)” or the Company’s securities code “2685” in “Code,” and click“Search.” Then, click “Basic information” and select “Documents for public inspection/PR
information.” Under “Filed information available for public inspection,” click “Click here foraccess” under “[Notice of General Shareholders Meeting /Informational Materials for a
General Shareholders Meeting].”)If you are unable to attend the Ordinary General Meeting of Shareholders, you may exercise
your voting rights in writing (by mail) or via the Internet. After reviewing the Reference
Documents for the General Meeting of Shareholders, please indicate your approval ordisapproval of the proposals on the voting card sent out with this notice and return it to reach us
no later than 7:00 p.m. on Wednesday, May 22, 2024 (Japan Standard Time), or vote at thewebsite for exercising voting rights specified by the Company (https://evote.tr.mufg.jp/) (inJapanese).

1Meeting Details
1. Date and Time:Thursday, May 23, 2024 at 3:00 p.m. (Reception opens at 2:30 p.m.)

2. Venue:“Sea Breeze” at HOTEL TERRACE the GARDEN MITO 3F
1-7-20 Miya-machi, Mito-shi, Ibaraki

3. Purpose of the Meeting:
Matters to be reported:
1.

2.

The Business Report and the Consolidated Financial Statements for the 74th
fiscal year (from March 1, 2023 to February 29, 2024), and the results of auditsof the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Board
The Non-consolidated Financial Statements for the 74th fiscal year (from March
1, 2023 to February 29, 2024)

Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:
Proposal 5:
Proposal 6:
Proposal 7:

4.

Partial Amendments to the Articles of Incorporation
Election of Eight (8) Directors Who Are Not Members of the Audit andSupervisory Committee
Election of Three (3) Directors Who Are Members of the Audit andSupervisory Committee
Election of One (1) Substitute Director Who Is a Member of the Audit
and Supervisory Committee
Determination of Amount of Compensation, etc. for Directors Who Are
Not Members of the Audit and Supervisory Committee
Determination of Amount of Compensation, etc. for Directors Who Are
Members of the Audit and Supervisory Committee
Determination of Amount and Details of Performance-Linked andShare-Based Compensation for Directors Who Are Not Members of the
Audit and Supervisory Committee

Instructions Concerning the Exercise of Voting Rights(1) If neither approval nor disapproval of each proposal is indicated in writing (bymail) on the voting form, the Company will deem that you indicated your approvalof the proposal.
(2) If you exercise your voting rights more than once via the internet, only the last voteshall be deemed effective.
(3) Please note that your online vote will prevail regardless of the arrival date and timeshould you exercise your voting rights both via the internet and in writing (bymail).
(4) If you exercise your voting rights by proxy, you may designate one othershareholder holding voting rights of the Company to attend the meeting. Please
note, however, that it is necessary to submit a document proving the authority ofproxy.
(5) If you wish to make a diverse exercise of your voting rights, please advise us threedays prior to the Ordinary General Meeting of Shareholders, stating your reasons
therefor.

2 When you attend the General Meeting of Shareholders, you are kindly requested tosubmit the voting card at the reception.
 Of the matters subject to measures for electronic provision, the following matters are
excluded from the documents sent out in accordance with laws and regulations and theprovisions of Article 15, paragraph 2 of the Articles of Incorporation.
(a) “System to Ensure Properness of Operation and the Status of its Implementation”
in the 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 Business Report, the Consolidated Financial Statements, and the Nonconsolidated Financial Statements contained in the corresponding documents are a partof the documents that were audited when the Accounting Auditor and Audit &Supervisory Board Members prepared the accounting audit reports and audit reports,
respectively.
 If revisions to the matters subject to measures for electronic provision arise, a notice ofthe revisions and the details of the matters before and after the revisions will be postedon the Company’s website and the TSE website both mentioned above.

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 log in to the website for the exercise of voting
rights without entering the login ID or temporary
password printed on the voting form.
1.
Please scan QR Code provided on the voting
form.

Exercise of Voting Rights Website
https://evote.tr.mufg.jp/ (in Japanese)

2.

1.

Please access the website for exercising voting
rights.

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

2.

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

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

3.

Please follow on-screen instructions to indicate
your approval or disapproval of each proposal.
Help Desk, Stock Transfer Agency, Mitsubishi UFJ
Trust and Banking Corporation

In case you need instructions for how to operate
your personal computer/smartphone in order toexercise your voting rights via the internet, pleasecontact:

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

4

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Documents
Proposal 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 in this proposal shall become effective at theconclusion of this General Meeting of Shareholders.
1. Reasons for the proposal(1) Transition to a Company with an Audit and Supervisory Committee
The Company will transition to a Company with an Audit and Supervisory Committee inorder to achieve a prompt decision-making by delegating authority for important businessexecution decisions from the Board of Directors to individual Directors and to further
improve corporate governance by strengthening the supervisory function of the Board of
Directors.
In connection with the transition, the provisions relating to the Members of the Audit andSupervisory Committee and the Audit and Supervisory Committee are to be established andthe provisions relating to the Audit & Supervisory Board Members and the Audit &Supervisory Board are to be deleted or amended, which are necessary for the transition to a
Company with an Audit and Supervisory Committee.
(2) Other overall amendments
The Company will make necessary amendments such as changing the number of articles dueto the addition or removal of articles, as well as making changes to preserve a tenor of
consistency.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined parts are amended.)
Current Articles of Incorporation
Article 4. (Method of Giving Public Notices)
Public notices of the Company shall be given
electronically. However, if electronic public notices
cannot be given due to an accident or otherunavoidable reason, public notices shall be
published in the Nihon Keizai Shimbun.

Proposed Amendments
Article 4. (Method of Giving Public Notices)
Public notices of the Company shall be given
electronically. However, if electronic public notices
cannot be given due to an accident or otherunavoidable reason, public notices shall be
published in the Nihon Keizai Shimbun. (Change inJapanese only; English unchanged)
Article 5. (Organizational Bodies)
The Company shall have the following
organizational bodies in addition to the General
Meeting of Shareholders and the Directors:(1) Board of Directors;(2) Audit and Supervisory Committee; and(Deleted)(3) Accounting Auditor.
Article 18. (Number of Directors)
1. The authorized number of Directors who are not
Members of the Audit and Supervisory Committeeof the Company shall be not more than twelve(12).

Article 5. (Organizational Bodies)
The Company shall have the following
organizational bodies in addition to the General
Meeting of Shareholders and the Directors:(1) Board of Directors;(2) Audit & Supervisory Board Members;(3) Audit & Supervisory Board; and(4) Accounting Auditor.
Article 18. (Number of Directors)
The authorized number of Directors of theCompany shall be not more than twelve (12).

5Current Articles of Incorporation(New)

Proposed Amendments
2. The authorized number of Directors who areMembers of the Audit and Supervisory Committeeof the Company (hereinafter referred to as the“Members of the Audit and Supervisory
Committee”) shall be not more than five (5).
Article 19. (Election of Directors)
1. The Directors of the Company shall be elected
separately for the Members of the Audit andSupervisory Committee and for the other
Directors, by a resolution passed by a majority ofthe votes of the shareholders present at a General
Meeting of Shareholders where the shareholders
holding at least one-third (1/3) of the voting rights
of shareholders entitled to vote at the meeting arepresent.
2.
(Not Amended)
Article 20. (Terms of Office of Directors)
1. The terms of office of Directors shall expire at theconclusion of the Ordinary General Meeting of
Shareholders for the last fiscal year ending withinone (1) year after their election.
2. Notwithstanding the provision of the preceding
paragraph, the terms of office of the Members of
the Audit and Supervisory Committee shall expire
at the conclusion of the Ordinary General Meetingof Shareholders for the last fiscal year ending
within two (2) years after their election.
3. The term of office of a Member of the Audit andSupervisory Committee elected as a substitute tofill a vacancy shall expire at the end of the term ofoffice of the retired Member of the Audit andSupervisory Committee.
4. A resolution for the election of a substituteMember of the Audit and Supervisory Committee
elected under Article 329, paragraph 3 of theCompanies Act shall be valid until the beginningof the Ordinary General Meeting of Shareholders
for the last fiscal year ending within two (2) years
after his/her election, unless shortened by such
resolution.
Article 21. (Representative Directors)
One or more Directors representing the Company
shall be elected among the Directors who are not
Members of the Audit and Supervisory Committee bya resolution of the Board of Directors.
Article 23. (Procedures for Convening Meeting of theBoard of Directors)
1. Notice of a meeting of the Board of Directors shallbe given to each Director at least three (3) days
prior to the date of the meeting. However, thisperiod may be shortened if there is an urgent needto convene the meeting.

Article 19. (Election of Directors)
1. The Directors of the Company shall be elected by aresolution passed by a majority of the votes of theshareholders present at a General Meeting of
Shareholders where the shareholders holding atleast one-third (1/3) of the voting rights ofshareholders entitled to vote at the meeting arepresent.
2.
(Omitted)
Article 20. (Terms of Office of Directors)
The terms of office of Directors shall expire at theconclusion of the Ordinary General Meeting of
Shareholders for the last fiscal year ending within one(1) year after their election.
(New)

(New)

(New)

Article 21. (Representative Directors)
One or more Directors representing the Company
shall be elected by a resolution of the Board of
Directors.
Article 23. (Procedures for Convening Meeting of theBoard of Directors)
1. Notice of a meeting of the Board of Directors shallbe given to each Director and each Audit &Supervisory Board Member at least three (3) days
prior to the date of the meeting. However, thisperiod may be shortened if there is an urgent needto convene the meeting.
2. Subject to the unanimous consent of Directors andAudit & Supervisory Board Members, a meetingof the Board of Directors may be held without
following the convening procedures.

2. Subject to the unanimous consent of Directors, ameeting of the Board of Directors may be held
without following the convening procedures.

6Current Articles of Incorporation(New)

Proposed Amendments
Article 26. (Delegation of Business Execution
Decisions to Directors)
Pursuant to Article 399-13, paragraph 6 of theCompanies Act, the Company may, by a resolutionof the Board of Directors, delegate all or part of thedecisions on the execution of important businesses(excluding the matters listed in the items ofparagraph 5 of the same Article) to the Directors.
Article 27. (Compensation, etc.)
The compensation, bonuses and other financial
benefits of Directors received from the Company inconsideration of the execution of their duties(hereinafter referred to as the “Compensation, etc.”)
shall be determined separately for the Members of
the Audit and Supervisory Committee and for theother Directors by a resolution of a General Meetingof Shareholders.
Article 28. (Exemption of Directors From Liability)(Not Amended)
Chapter 5. Audit and Supervisory Committee

Article 26. (Compensation, etc.)
The compensation, bonuses and other financial
benefits of Directors received from the Company inconsideration of the execution of their duties(hereinafter referred to as the “Compensation, etc.”)
shall be determined by a resolution of a General
Meeting of Shareholders.
Article 27. (Exemption of Directors From Liability)(Omitted)
Chapter 5. Audit & Supervisory Board Members andthe Audit & Supervisory Board
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).
Article 29. (Election of Audit & Supervisory Board
Members)
The Audit & Supervisory Board Members of theCompany shall be elected by a resolution passed bya majority of the votes of the shareholders present at
a General Meeting of Shareholders where theshareholders holding at least one-third (1/3) of thevoting rights of shareholders entitled to vote at themeeting are present.
Article 30. (Terms of Office of Audit & Supervisory
Board Members)
1. The terms of office of Audit & Supervisory Board
Members shall expire at the conclusion of theOrdinary General Meeting of Shareholders for thelast fiscal year ending within four (4) years after
their election.
2. The term of office of an Audit & Supervisory
Board Member elected as a substitute to fill avacancy of an Audit & Supervisory Board
Member who retires before the end of his/her termof office shall expire at the end of the term ofoffice of the retired Audit & Supervisory Board
Member.
Article 31. (Procedures for Convening Meeting of the
Audit & Supervisory Board)
1. Notice of a meeting of the Audit & Supervisory
Board shall be given to each Audit & Supervisory
Board Member at least three (3) days prior to thedate of the meeting. However, this period may be
shortened if there is an urgent need to convene themeeting.
2. Subject to the unanimous consent of Audit &Supervisory Board Members, a meeting of the
Audit & Supervisory Board may be held without
following the convening procedures.

(Deleted)(Deleted)(Deleted)

Article 29. (Procedures for Convening Meeting of the
Audit and Supervisory Committee)
1. Notice of a meeting of the Audit and Supervisory
Committee shall be given to each Member of the
Audit and Supervisory Committee at least three (3)days prior to the date of the meeting. However,this period may be shortened if there is an urgent
need to convene the meeting.
2. Subject to the unanimous consent of Members of
the Audit and Supervisory Committee, a meetingof the Audit and Supervisory Committee may beheld without following the convening procedures.

7Current Articles of Incorporation(New)

Proposed Amendments
Article 30. (Resolution of the Audit and Supervisory
Committee)
Resolutions of the Audit and Supervisory
Committee shall be adopted by a majority of theMembers of the Audit and Supervisory Committee
present at a meeting of the Audit and Supervisory
Committee where a majority of the Members of the
Audit and Supervisory Committee entitled to vote in
the resolution are present.
Article 31. (Rules of the Audit and Supervisory
Committee)
Matters relating to the Audit and Supervisory
Committee shall be governed by the Rules of the
Audit and Supervisory Committee established by
the Audit and Supervisory Committee, as well as bylaws and regulations and these Articles ofIncorporation.
(Deleted)

Article 32. (Rules of the Audit & Supervisory Board)
Matters relating to the Audit & Supervisory Board
shall be governed by the Rules of the Audit &Supervisory Board established by the Audit &Supervisory Board, as well as by laws andregulations and these Articles of Incorporation.
Article 33. (Compensation, etc.)
The Compensation, etc. of Audit & Supervisory
Board Members shall be determined by a resolutionof a General Meeting of Shareholders.
Article 34. (Exemption of Audit & Supervisory Board
Members From Liability)
1. Pursuant to Article 426, paragraph 1 of theCompanies Act, the Company may, by aresolution of the Board of Directors, exempt its
Audit & Supervisory Board Members (including
former Audit & Supervisory Board Members)from their liability arising from their act provided
for in Article 423, paragraph 1 of the Companies
Act, to the extent permitted by laws andregulations.
2. Pursuant to Article 427, paragraph 1 of theCompanies Act, the Company may enter into
agreements with its Audit & Supervisory Board
Members to limit their liability arising from theiract provided for in Article 423, paragraph 1 of theCompanies Act. However, the maximum amountof liability under the agreements shall be theamount provided for by laws and regulations.
Article 35. to 40.
(Omitted)(New)(Deleted)

Article 32. to 37.
(Not Amended)(Supplementary Provisions)
1. To the extent permitted by laws and regulations,the Company may, by a resolution of the Board of
Directors, exempt its Audit & Supervisory Board
Members (including former Audit & Supervisory
Board Members) from their liability provided forin Article 423, paragraph 1 of the Companies Act
for their acts which were taken prior to theconclusion of the 74th Ordinary General Meetingof Shareholders.
2. The agreements to limit the liability of Audit &Supervisory Board Members (including former
Audit & Supervisory Board Members) provided
for in Article 423, paragraph 1 of the Companies
Act for their acts which were taken prior to theconclusion of the 74th Ordinary General Meetingof Shareholders shall be governed by Article 34,
paragraph 2 of the Articles of Incorporation before
amendment which is to be resolved at the said
Ordinary General Meeting of Shareholders.

8Proposal 2: Election of Eight (8) Directors Who Are Not Members of the Audit and Supervisory
Committee
On the condition that the Proposal 1 “Partial Amendments to the Articles of Incorporation” isapproved and adopted as originally proposed, the Company will transition to a Company with an
Audit and Supervisory Committee. The terms of office of all current ten Directors will expire at
the conclusion of this General Meeting of Shareholders, in accordance with the transition to a
Company with an Audit and Supervisory Committee.
Accordingly, the Company proposes the election of eight Directors who are not Members of the
Audit and Supervisory Committee after the transition to a Company with an Audit andSupervisory Committee. This proposal will become effective on the condition that theamendments to the Articles of Incorporation in Proposal 1 “Partial Amendments to the Articles
of Incorporation” become effective.
The candidates are as follows:
No.

Name

Current Positions and Responsibility in the Company

Attribute

1

Michio Fukuda

Representative Director and Chairman

Reelection

2

Osamu Kimura

Representative Director and President

Reelection

3

Yoshiaki Kitamura

Managing Director

Reelection

4

Taiki Fukuda

DirectorReelection

5

Hiromi Horie

Outside Director

Reelection, Outside, Independent

6

Koichi Mizutome

Outside Director

Reelection, Outside, Independent

7

Tatsuhiro Matsuoka

Outside Director

Reelection, Outside, Independent

8

Kazuo Nishiyama

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

9

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.

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

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

Attendance atBoard of Directors Apr. 2021
meetings
15/15
May 2021

Number of theCompany’s
Shares Owned(of Which,
Number of
Shares to Be
Delivered
Under theShare-Based
Compensation
Plan)

935,953(13,913)

Representative Director, Chairman & Chief Executive
Officer of Adastria Holdings Co., Ltd.
Representative Director, Chairman & President of theCompany
Director and Chairman of BUZZWIT Co., Ltd.
Director and Chairman of ELEMENT RULE Co., Ltd.
Representative Director and Chairman of the Company(present)

Significant concurrent positions outside the Company–
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 and expansionof the Company’s business since the candidate assumed the office of Representative
Director of the Company in 1993. The Company proposes the candidate’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.

10

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

Tenure as Director Oct. 201712 years and 8months (at theMar. 2018conclusion of this
General Meeting of May 2019
Shareholders)Feb. 2020
Attendance at
May 2021
Board of Directors
May 2022
meetings
15/15

Number of theCompany’s
Shares Owned(of Which,
Number of
Shares to Be
Delivered
Under theShare-Based
Compensation
Plan)

49,989(13,913)

Director, Vice President of ELEMENT RULE Co., Ltd.
(present)
Representative Director, President of ADASTRIA eat
Creations Co., Ltd.
Director, Executive Vice President of the Company
Director of NATURAL NINE TRADING (SHANGHAI)
LTD. (present)
Director of BUZZWIT Co., Ltd.
Director, President of the Company
Director of zetton inc. (present)
Representative Director and President of the Company(present)

Significant concurrent positions outside the Company
Director, Vice President of ELEMENT RULE Co., Ltd.
Director of zetton inc.
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
not only gained extensive experience and many achievements in the field of sales andstore development, but was also appointed Director and President of the Company in
May 2021 and then Representative Director and President in May 2022. 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.

11

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.

Mar. 2018

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

Yoshiaki Kitamura(January 25, 1976)

3

Tenure as Director
5 years (at theconclusion of this
General Meeting of May 2019
Shareholders)Aug. 2019
Attendance at
May 2021
Board of Directors
Feb. 2022
meetings
15/15

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

Jan. 2023

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

Mar. 2024

Director of Adastria Philippines Inc. (present)

Director of the Company
Managing Director of the Company (present)
Director of SES GLOBAL LOGISTICS (SHANGHAI)
Co., LTD. (present)
Chairman of Management Board of Velvet, LLC(present)

Significant concurrent positions outside the Company
Director of Adastria Asia Co., Ltd.
Director of Adastria (Shanghai) Co., Ltd.
Director of niko and ... (Shanghai) Co., Ltd.
Director of Adastria Taiwan Co., Ltd.
Director of SES GLOBAL LOGISTICS (SHANGHAI) Co., LTD.
Chairman of Management Board of Velvet, LLC
Director of Adastria (Thailand) Co., Ltd.
Director of Adastria Philippines Inc.

12

Number of theCompany’s
Shares Owned(of Which,
Number of
Shares to Be
Delivered
Under theShare-Based
Compensation
Plan)

27,079(9,473)No.

Name(Date of Birth)

Career Summary, and Positions and Responsibility in the Company

Number of theCompany’s
Shares Owned(of Which,
Number of
Shares to Be
Delivered
Under theShare-Based
Compensation
Plan)

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.

13

No.

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

4

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

Executive General Manager of Communication Design
Division of the Company

Mar. 2017

Executive General Manager of Corporate Planning
Division of the Company

May 2017

Director, Executive General Manager of Corporate
Planning Division of the Company

Mar. 2018

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

Tenure as Director
May 2018
7 years (at theconclusion of this May 2019
General Meeting of
Nov. 2021
Shareholders)Number of theCompany’s
Shares Owned(of Which,
Number of
Shares to Be
Delivered
Under theShare-Based
Compensation
Plan)

224,508(8,584)

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

Attendance atFeb. 2022
Member of Management Board of Velvet, LLC (present)
Board of Directors
Significant concurrent positions outside the Company
meetings
Director of Adastria General Support Co., Ltd.
15/15
Representative Director of ADOORLINK Co., Ltd.
Member 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 worked as a Representative Director, President of an overseas subsidiary of theCompany in the past. The Company proposes the candidate’s election as Director toutilize the candidate’s rich experience and abundant achievements accumulated thus far
and thereby receive the candidate’s contribution to improving the corporate value of theCompany.

14

No.

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company

Apr. 1981<Reelection><Outside><Independent>
Hiromi Horie(June 19, 1956)

5

Number of theCompany’s
Shares Owned(of Which,
Number of
Shares to Be
Delivered
Under theShare-Based
Compensation
Plan)

Joined Nara Machinery Co., Ltd.

May 1988

Joined Levi Strauss Japan KK

Dec. 1999

Marketing Senior Manager of Levi Strauss Japan KK

Mar. 2005

Public Affairs Division Manager of Starbucks Coffee
Japan, Ltd.

Dec. 2006

Marketing Division Manager of Starbucks Coffee Japan,
Ltd.

Aug. 2010

Marketing Officer of Starbucks Coffee Japan, Ltd.

May 2016

Outside Director of the Company (present)

Mar. 2017

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

Mar. 2021

Outside Director of Kanro Inc. (present)–(–)

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

Reasons for nominating the candidate as outside Director and overview of expectedroles
Tenure as outside 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
Director
achievements as a manager of public affairs and marketing division for major
8 years (at theconclusion of this corporations (retail and restaurant) and with the expectation that these assets can benefit
General Meeting of the management of the Company. Accordingly, the Company proposes the candidate’s
election as outside Director.
Shareholders)
As an outside Director who is independent from management, the Company expects that
Attendance at
the candidate will continue to play an appropriate role in enhancing the supervisory
Board of Directors function of the Board of Directors of the Company by supervising and providing advice,meetings
etc. on the execution of duties by Directors, mainly from the perspective of public
15/15
relations and marketing.
Independence of the candidate
The Company has appointed Hiromi Horie as an independent officer as provided for by
the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate isreelected, the Company will continue to have the candidate as an independent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 (Article 28, paragraph 2 after amendment) of the Articles ofIncorporation, the Company has entered into an agreement with Hiromi Horie to limit theliability for damages under Article 423, paragraph 1 of the Companies Act to the extent
of the minimum liability amount prescribed under Article 425, paragraph 1 of theCompanies Act. If the candidate is reelected, the Company will continue the agreementwith the candidate.

15

No.

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company

Apr. 1991<Reelection><Outside><Independent>
Koichi Mizutome(January 26, 1968)

6

Joined Dentsu Inc. (currently Dentsu Group Inc.)

Feb. 1996

Joined Andersen Consulting (currently Accenture PLC)

Apr. 2000

Joined Roland Berger Strategy Consultants (Japan
Office)Jan. 2005

Representative Director of Roland Berger Strategy
Consultants (Japan Office)Oct. 2009Managing Director of Enterprise Turnaround Initiative
Corporation of Japan (currently Regional Economy
Vitalization Corporation of Japan)

Dec. 2010

Director and Executive Vice President of Japan Airlines
Co., Ltd.

Jun. 2013

Senior Managing Executive Officer of World Co., Ltd.

Tenure as outside Feb. 2015
Director
Mar. 2015
2 years (at theconclusion of this
General Meeting of Oct. 2015
Shareholders)Oct. 2019
Attendance at
Apr. 2021
Board of Directors
May 2022
meetings
14/15
Oct. 2023

Number of theCompany’s
Shares Owned(of Which,
Number of
Shares to Be
Delivered
Under theShare-Based
Compensation
Plan)

President of Akindo Sushiro Co., Ltd.
President & CEO of Sushiro Global Holdings Co., Ltd.
(currently FOOD & LIFE COMPANIES LTD.) (present)
Representative Director of Sushiro Creative Dining Ltd.
(currently FOOD & LIFE INNOVATIONS LTD.)
Chairman of Akindo Sushiro Co., Ltd.
Chairman and Director of Kyotaru Co., Ltd.
Outside Director of the Company (present)
Director and Executive Officer of Akindo Sushiro Co.,
Ltd. (present)
Director of Kyotaru Co., Ltd. (present)
Director of FOOD & LIFE INNOVATIONS LTD.
(present)

Significant concurrent positions outside the Company
President & CEO of FOOD & LIFE COMPANIES LTD.

16

–
(–)

No.

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company

Number of theCompany’s
Shares Owned(of Which,
Number of
Shares to Be
Delivered
Under theShare-Based
Compensation
Plan)

Reasons for nominating the candidate as outside Director and overview of expected
roles
Koichi Mizutome has been nominated as a candidate for outside Director as theCompany believes that the candidate is qualified for the position due to the candidate’srich experience and insight gained through experience in business transformation at a
global consulting firm and as a business manager at various companies, 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.
As an outside Director who is independent from management, the Company expects thatthe candidate will continue to play an appropriate role in enhancing the supervisory
function of the Board of Directors of the Company by supervising and providing advice,
etc. on the execution of duties by Directors, mainly from the perspective of a corporate
manager of global corporations in multiple industry sectors.
Independence of the candidate
The Company has appointed Koichi Mizutome 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 (Article 28, paragraph 2 after amendment) of the Articles ofIncorporation, the Company has entered into an agreement with Koichi Mizutome tolimit the liability for damages under Article 423, paragraph 1 of the Companies Act tothe extent of the minimum liability amount prescribed under Article 425, paragraph 1 of
the Companies Act. If the candidate is reelected, the Company will continue theagreement with the candidate.

17

No.

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

Career Summary, and Positions and Responsibility in the Company

Apr. 1998

Joined Nippon Advanced Technology Co., Ltd.
(currently Mitsubishi Electric Software Corporation)

Apr. 2001

Joined Arthur Andersen, LLP. (currently PwCConsulting LLC)

Aug. 2002

Transferred to KPMG Consulting Co., Ltd. (currently
PwC Consulting LLC)

Oct. 2008

Joined SIGMAXYZ Inc. (currently SIGMAXYZ
Holdings Inc.)

Nov. 2014

Information, Communications and media industry
Managing Director of SIGMAXYZ Inc.

Apr. 2015
Tatsuhiro Matsuoka(August 6, 1972) Apr. 2017

7

Tenure as outside
Apr. 2019
Director
2 years (at theconclusion of this
General Meeting of Apr. 2020
Shareholders)
Attendance at
Oct. 2021
Board of Directors
May 2022
meetings
15/15
Oct. 2022
Apr. 2023

Number of theCompany’s
Shares Owned(of Which,
Number of
Shares to Be
Delivered
Under theShare-Based
Compensation
Plan)

Digital Force Managing Director of SIGMAXYZ Inc.
Research Advisor of Artificial Intelligence ResearchCenter of National Institute of Advanced Industrial
Science and Technology (AIST) (present)
Senior Executive Officer, Head of Digital Sherpa andChief Information Security Officer (CISO) of
SIGMAXYZ Inc. (currently SIGMAXYZ Holdings Inc.)
Senior Executive Officer, Head of Industry Sherpa andChief Information Security Officer (CISO) of
SIGMAXYZ Inc.
Senior Executive Officer of SIGMAXYZ Inc.
Outside Director of the Company (present)
Managing Executive Officer of Rise Consulting
Group,Inc.
Managing Executive Officer, Chief Innovation Officer(CIO) and Chief Information Security Officer (CISO) of
Rise Consulting Group,Inc. (present)

Significant concurrent positions outside the Company
Managing Executive Officer, Chief Innovation Officer (CIO) and Chief Information
Security Officer (CISO) of Rise Consulting Group,Inc.

18

–
(–)

No.

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company

Number of theCompany’s
Shares Owned(of Which,
Number of
Shares to Be
Delivered
Under theShare-Based
Compensation
Plan)

Reasons for nominating the candidate as outside Director and overview of expected
roles
Tatsuhiro Matsuoka 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
many achievements as a person in charge of comprehensive services utilizing IT anddigital expertise, and as a manager of information security division, at a major
corporation (IT consulting) 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.
As an outside Director who is independent from management, the Company expects thatthe candidate will continue to play an appropriate role in enhancing the supervisory
function of the Board of Directors of the Company by supervising and providing advice,
etc. on the execution of duties by Directors, mainly from his perspective as an expert inIT, digital and information security.
Independence of the candidate
The Company has appointed Tatsuhiro Matsuoka 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 (Article 28, paragraph 2 after amendment) of the Articles ofIncorporation, the Company has entered into an agreement with Tatsuhiro Matsuoka tolimit the liability for damages under Article 423, paragraph 1 of the Companies Act tothe extent of the minimum liability amount prescribed under Article 425, paragraph 1 of
the Companies Act. If the candidate is reelected, the Company will continue theagreement with the candidate.

19

No.

Name
(Date of Birth)<Reelection><Outside><Independent>
Kazuo Nishiyama(April 9, 1975)

8

Career Summary, and Positions and Responsibility in the Company

Jul. 2003

Joined Sony Corporation (currently Sony Group
Corporation)

Apr. 2007

General Manager of Business Strategy Office, Chemical& Energy Department of Sony Corporation

Apr. 2012

General Manager of Corporate Planning and Promotion
Department of Sony Corporation

Feb. 2014

Head of SRE Business Preparation Office of Sony
Corporation

Apr. 2014

President & Chief Executive Officer (Representative
Director) of Sony Real Estate Corporation (currently
SRE Holdings Corporation) (present)

Oct. 2018

President & Chief Executive Officer (Representative
Director) of SRE AI Partners Corporation (present)

May 2022

Outside Director of the Company (present)

Number of theCompany’s
Shares Owned(of Which,
Number of
Shares to Be
Delivered
Under theShare-Based
Compensation
Plan)

–
(–)

Significant concurrent positions outside the Company
President & Chief Executive Officer (Representative Director) of SRE Holdings
Corporation

Reasons for nominating the candidate as outside Director and overview of expectedroles
Tenure as outside
Kazuo Nishiyama has been nominated as a candidate for outside Director as the
Director
Company believes that the candidate is qualified for the position due to the candidate’s
2 years (at theconclusion of this experience and insight gained as a founder and manager of major corporations (IT and
General Meeting of real estate) and with the expectation that these assets can benefit the management of theCompany, mainly in its new businesses. Accordingly, the Company proposes the
Shareholders)candidate’s election as outside Director.
As an outside Director who is independent from management, the Company expects that
Attendance at
the candidate will continue to play an appropriate role in enhancing the supervisory
Board of Directors
function of the Board of Directors of the Company by supervising and providing advice,meetings
etc. on the execution of duties by Directors, mainly from the perspective of IT and as a
15/15
founder and manager of corporations in industries outside the Company’s scope ofbusiness.
Independence of the candidate
The Company has appointed Kazuo Nishiyama 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 (Article 28, paragraph 2 after amendment) of the Articles ofIncorporation, the Company has entered into an agreement with Kazuo Nishiyama tolimit the liability for damages under Article 423, paragraph 1 of the Companies Act tothe extent of the minimum liability amount prescribed under Article 425, paragraph 1 of
the Companies Act. If the candidate is reelected, the Company will continue theagreement with the candidate.

Notes: 1. Each of the candidates has no special interest in the Company.
2. Hiromi Horie, Koichi Mizutome, Tatsuhiro Matsuoka and Kazuo Nishiyama are candidates for outside
Director
3. “Number of the Company’s Shares Owned” indicates the number of shares owned as of February 29, 2024.

20

4. “Number of the Company’s Shares Owned” held by each candidate (excluding outside Directors) includes
the number of shares to be delivered under the share-based compensation plan (as of May 1, 2024). Under
this plan, eligible Directors who meet the prescribed requirements are given points according to their position
and the Company’s operating performance in the fiscal year applicable for assessment, and when they step
down from office, the Company’s shares and the amount of money equivalent to the Company’s sharesconverted into cash are delivered and paid as officer compensation according to the number of points they
have received.
5. The Company has entered into a liability insurance contract with an insurance company for officers as
stipulated in Article 430-3, paragraph 1 of the Companies Act, with all officers, etc. of the Company (andsome subsidiaries) as insureds. The insurance contract covers damages suffered by the insureds due to claims
for damages made against them arising from their acts (including omissions) carried out in the course of
their duties. However, there are certain exemptions to the contract, such as not being covered for damages
arising from acts carried out while aware that such acts would be in violation of laws and regulations. If theelection of the candidates is approved, each of the candidates will be insured under the relevant insurance
contract. The insurance premiums are paid in full by the Company, including the special clause. The
Company plans to renew the insurance contract during each candidate’s term of office.

21

Proposal 3: Election of Three (3) Directors Who Are Members of the Audit and Supervisory
Committee
On the condition that the Proposal 1 “Partial Amendments to the Articles of Incorporation” isapproved and adopted as originally proposed, the Company will transition to a Company with an
Audit and Supervisory Committee.
Accordingly, the Company proposes the election of three Directors who are Members of the Audit
and Supervisory Committee after the transition to a Company with an Audit and Supervisory
Committee. This proposal will become effective on the condition that the amendments to the
Articles of Incorporation in Proposal 1 “Partial Amendments to the Articles of Incorporation”
become effective. The consent of the Audit & Supervisory Board has been obtained for this
proposal.
The candidates are as follows:
No.

Name

1

Yoichi Endo

Current Positions and Responsibility in the Company–

Attribute
New election

2

Kazuhiko Ebihara

Outside Audit & Supervisory Board Member

3

Kyoko Mogi

Outside Audit & Supervisory Board Member

22

New election, Outside,
Independent
New election, Outside,
Independent

No.

Name
(Date of Birth)

Career Summary, and Positions in the Company
Nov. 1985

Joined Fukudaya Clothes Store Inc. (currently theCompany)

May 2001

Director of POINT INC. (currently the Company)

Mar. 2010

Representative Director of POINT INC.

Sep. 2013

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

Aug. 2015

Representative Director of Office Endo Co., Ltd. (present)

Mar. 2016

Outside Director of LOOK INC. (currently LOOKHOLDINGS INC.)

Apr. 2018

Senior Managing Director of Coen Co., Ltd.

Apr. 2019

Number of theCompany’s
Shares Owned

37,920Executive Officer of United Arrows, Ltd.
Director of Coen Co., Ltd.

Apr. 2020<New election>
1

Yoichi Endo
(March 28, 1961)

Senior Executive Officer of United Arrows, Ltd.

Significant concurrent positions outside the Company
Representative Director of Office Endo Co., Ltd.
Reasons for nominating the candidate as Director who is a Member of the Audit
and Supervisory Committee
Yoichi Endo has been nominated as a candidate for Director who is a Member of the
Audit and Supervisory Committee by virtue of the abundant insight into businessactivities and experience in general based on many years of experience as a manager ofseveral clothing manufacturing and retailing companies, and the candidate’s
achievements as the Representative Director 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 Director who is a Member of the Audit
and Supervisory Committee.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 (Article 28, paragraph 2 after amendment) of the Articles ofIncorporation, the Company will enter into an agreement with Yoichi Endo to limit theliability for damages under Article 423, paragraph 1 of the Companies Act to the extent
of the minimum liability amount prescribed under Article 425, paragraph 1 of theCompanies Act.

23

No.

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

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.

May 2016

Outside Audit & Supervisory Board Member of theCompany (present)

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company–

Reasons for nominating the candidate as outside Director who is a Member of the
Audit and Supervisory Committee and overview of expected roles
Kazuhiko Ebihara Kazuhiko Ebihara has been nominated as a candidate for outside Director who is a
(March 5, 1958) Member of the Audit and Supervisory Committee by virtue of the rich experience andspecialist knowledge gained by the candidate while serving in investment banks, andbecause the Company expects that these assets will be reflected in the auditing of theTenure as Audit & Company. Accordingly, the Company proposes the candidate’s election as outside
Supervisory Board Director who is a Member of the Audit and Supervisory Committee.
MemberAs an outside Director who is independent from management, the Company expects that
8 years (at thethe candidate will continue to play an appropriate role in enhancing the supervisoryconclusion of this function of the Board of Directors of the Company by supervising and providing advice,
General Meeting of etc. on the execution of duties by Directors, mainly from the perspective of finance andShareholders)accounting.
Independence of the candidate
The Company has appointed Kazuhiko Ebihara 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 34, paragraph 2 of the Articles of Incorporation before amendment, 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 amount prescribed under Article 425, paragraph 1 of the Companies Act. If thecandidate is reelected, the Company will enter into an agreement similar to the said
agreement with the candidate.

24

No.

Name
(Date of Birth)

Career Summary, and Positions in the Company
Jan. 2011

Registered as an Attorney at Law (Dai-Ichi Tokyo Bar
Association)

Jan. 2011

Joined Tokyo Sanno Law Office

Sep. 2015

Joined HAYABUSA ASUKA LAW OFFICES

May 2018

Joined southgate (present)

Feb. 2021

Seconded to Gleiss Lutz Hootz Hirsch (Germany)

Dec. 2022

Registered as an Attorney at Law of California

May 2023

Outside Audit & Supervisory Board Member of theCompany (present)

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company
southgate<New election><Outside><Independent>
Kyoko Mogi
(February 1, 1984)
3
Tenure as Audit &Supervisory Board
Member
1 year (at theconclusion of this
General Meeting of
Shareholders)

Reasons for nominating the candidate as outside Director who is a Member of the
Audit and Supervisory Committee and overview of expected roles
Kyoko Mogi has been nominated as a candidate for outside Director who is a Member ofthe Audit and Supervisory Committee, although the candidate has never participated in
the management of companies, as the Company believes that the candidate is qualified
for the position with the expectation that the candidate would reflect, in audits of theCompany, the candidate’s professional view as well as rich experience and insight ofcorporate legal affairs as an attorney at law. Accordingly, the Company proposes thecandidate’s election as outside Director who is a Member of the Audit and Supervisory
Committee.
As an outside Director who is independent from management, the Company expects thatthe candidate will continue to play an appropriate role in enhancing the supervisory
function of the Board of Directors of the Company by supervising and providing advice,
etc. on the execution of duties by Directors mainly from the perspective of compliancemanagement as an attorney at law.
Independence of the candidate
The Company has appointed Kyoko Mogi 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 34, paragraph 2 of the Articles of Incorporation before amendment, the Company
has entered into an agreement with Kyoko Mogi to limit the liability for damages under
Article 423, paragraph 1 of the Companies Act to the extent of the minimum liability
amount prescribed under Article 425, paragraph 1 of the Companies Act. If the candidate
is reelected, the Company will enter into an agreement similar to the said agreement withthe candidate.

Notes: 1. Each of the candidates has no special interest in the Company.
2. Kazuhiko Ebihara and Kyoko Mogi are candidates for outside Director
3. “Number of the Company’s Shares Owned” indicates the number of shares owned as of February 29, 2024.
4. The Company has entered into a liability insurance contract with an insurance company for officers as
stipulated in Article 430-3, paragraph 1 of the Companies Act, with all officers, etc. of the Company (andsome subsidiaries) as insureds. The insurance contract covers damages suffered by the insureds due to claims
for damages made against them arising from their acts (including omissions) carried out in the course of
their duties. However, there are certain exemptions to the contract, such as not being covered for damages
arising from acts carried out while aware that such acts would be in violation of laws and regulations. If theelection of the candidates is approved, each of the candidates will be insured under the relevant insurance
contract. The insurance premiums are paid in full by the Company, including the special clause. The
Company plans to renew the insurance contract during each candidate’s term of office.

25

[Reference] Skills matrix of Directors
The skills matrix of Directors is as follows in the event that Proposal 2 and Proposal 3 areapproved and adopted as originally proposed.
Knowledge, experience, and capabilities, etc., of Directors
Corporate
management

MichioFukudaOsamu
KimuraInternal
YoshiakiDirectors
Kitamura
who are not
Members of
the Audit
andSupervisory
Committee

Taiki Fukuda●

Directors Internal Yoichi Endo
who areKazuhikoMembers ofEbiharathe Audit
Outsideand
Kyoko Mogi
Supervisory
Committee

Product
SCM

Global

IT/DX

●

●

●

●

●

●

●

ESG

●

●
●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Legal/risk
Finance/manageaccounting
ment

●

●

Hiromi Horie
KoichiMizutome
OutsideTatsuhiro
Matsuoka
Kazuo
Nishiyama

Sales/
marketing

●

●
●

●

●
●

Notes: 1. The above list presents the particular fields in which the Company’s Directors are expected to demonstrateexpertise. It does not represent all of their knowledge.
2. The aspect of personnel and HR is included in “Corporate management.”
3. SCM stands for supply chain management.

26

Proposal 4: Election of One (1) Substitute Director Who Is a Member of the Audit andSupervisory Committee
On the condition that the Proposal 1 “Partial Amendments to the Articles of Incorporation” isapproved and adopted as originally proposed, the Company will transition to a Company with
an Audit and Supervisory Committee.
Accordingly, the Company proposes the election of one substitute Director who is a Member ofthe Audit and Supervisory Committee in preparation for a vacancy in the number of Directors
who are Members of the Audit and Supervisory Committee as provided for in laws andregulations. This election may be revoked by a resolution of the Board of Directors only prior toassuming the office of Director who is a Member of the Audit and Supervisory Committee. This
proposal will become effective on the condition that the amendments to the Articles ofIncorporation in Proposal 1 “Partial Amendments to the Articles of Incorporation” become
effective. The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate is as follows:
Name(Date of Birth)<Outside><Independent>
Takashi Ino(November 27,
1957)

Career Summary
Apr. 1980

Joined Mitsubishi Estate Co., Ltd.

Apr. 2006

Director and General Manager of PM Division of Mitsubishi
Estate Building Management Co., Ltd. (currently Mitsubishi
Jisho Property Management Co., Ltd.)

Apr. 2008

General Manager of Commercial Facilities Sales Departmentof Mitsubishi Estate Co., Ltd.

Apr. 2014

Representative Director and President of Tohoku Royal Park
Hotel Co., Ltd.

Jun. 2015

Senior Managing Director and General Manager of
Accounting Department and SC Business Department of
Yokohama Sky Building Co., Ltd.

Jun. 2017

Senior Managing Director and Representative Director of
Yokohama Sky Building Co., Ltd.

Jun. 2022

Advisor of Yokohama Sky Building Co., Ltd.

Apr. 2023

Advisor of CIC Inc. (present)

Significant concurrent positions outside the Company
Advisor of CIC Inc.

27

Number of theCompany’s
Shares Owned–

Reasons for nominating the candidate as outside Director who is a Member of the Audit
and Supervisory Committee and overview of expected roles
Takashi Ino is believed to be qualified for the position with the expectation that the candidate
would reflect, in audits of the Company, the candidate’s rich experience and insight as amanager of several corporations, in addition to many years of experience as a general manager
at Mitsubishi Estate Co., Ltd. Accordingly, the Company proposes the candidate’s election as
substitute outside Director who is a Member of the Audit and Supervisory Committee.
As an outside Director who is independent from management, the Company expects that thecandidate will play an appropriate role in enhancing the supervisory function of the Board of
Directors of the Company by supervising and providing advice, etc. on the execution of duties
by Directors, mainly from the perspective of a corporate manager.
Independence of the candidate
Takashi Ino satisfies the requirements for an independent officer as provided for by the Tokyo
Stock Exchange. If the candidate assumes the office of Director, the Company will appoint thecandidate as an independent officer and notify the exchange to that effect.
Agreement limiting liability
If Takashi Ino assumes the office of Director, in accordance with provisions of Article 427,
paragraph 1 of the Companies Act and Article 27, paragraph 2 (Article 28, paragraph 2 after
amendment) of the Articles of Incorporation, the Company will enter into an agreement withTakashi Ino to limit the liability for damages under Article 423, paragraph 1 of the Companies
Act to the extent of the minimum liability amount prescribed under Article 425, paragraph 1of the Companies Act.
Notes: 1. The candidate has no special interest in the Company.
2. Takashi Ino is a candidate for substitute outside Director who is a Member of the Audit and Supervisory
Committee.
3. The Company has entered into a liability insurance contract with an insurance company for officers as
stipulated in Article 430-3, paragraph 1 of the Companies Act, with all officers, etc. of the Company (andsome subsidiaries) as insureds. The insurance contract covers damages suffered by the insureds due toclaims for damages made against them arising from their acts (including omissions) carried out in thecourse of their duties. However, there are certain exemptions to the contract, such as not being covered fordamages arising from acts carried out while aware that such acts would be in violation of laws andregulations. If Takashi Ino assumes the office of Director who is a Member of the Audit and Supervisory
Committee, Takashi Ino will be insured under the relevant insurance contract. The insurance premiums arepaid in full by the Company, including the special clause.

28

Proposal 5: Determination of Amount of Compensation, etc. for Directors Who Are Not
Members of the Audit and Supervisory Committee
Approval for setting the amount of compensation, etc. for Directors of the Company to not morethan ¥560 million annually (including not more than ¥70 million annually for the amount ofcompensation, etc. for outside Directors, and the amount of compensation, etc. for Directors does
not include the portion of employee salaries of Directors concurrently serving as employees) was
received at the 70th Ordinary General Meeting of Shareholders held on May 28, 2020, a state ofaffairs that has continued until today. On the condition that Proposal 1 “Partial Amendments to
the Articles of Incorporation” is approved and adopted as originally proposed, the Company willtransition to a Company with an Audit and Supervisory Committee.
Accordingly, the Company proposes that the amount of compensation, etc. for Directors who are
not Members of the Audit and Supervisory Committee after the Company completes the transition
to a Company with an Audit and Supervisory Committee should be not more than ¥800 million
annually (including not more than ¥120 million annually for the amount of compensation, etc. foroutside Directors). As was previously the case, the amount of compensation, etc. for Directors
who are not Members of the Audit and Supervisory Committee shall not include the portion of
employee salaries of Directors who concurrently serve as employees.
With the aim of driving future business transformation and continuing enhancement of corporate
value and securing and maintaining excellent management talent, the Company is continuallyreviewing the officer compensation system, giving consideration to market trends, thecompensation level of other companies and other circumstances. The Company believes that thecontents of this proposal is reasonable, as it is a proposal that has been determined after taking
into consideration such review, and it is consistent with the Company’s “Policy on Determinationof Details of Compensation of Individual Directors.”
The number of Directors is currently ten (including five outside Directors). If Proposal 1 “Partial
Amendments to the Articles of Incorporation” and Proposal 2 “Election of Eight (8) Directors
Who Are Not Members of the Audit and Supervisory Committee” are approved and adopted asoriginally proposed, the number of Directors who are not Members of the Audit and Supervisory
Committee will be eight (including four outside Directors).
This proposal will become effective on the condition that the amendments to the Articles ofIncorporation in Proposal 1 “Partial Amendments to the Articles of Incorporation” become
effective.

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Proposal 6: Determination of Amount of Compensation, etc. for Directors Who Are Membersof the Audit and Supervisory Committee
On the condition that the Proposal 1 “Partial Amendments to the Articles of Incorporation” isapproved and adopted as originally proposed, the Company will transition to a Company with an
Audit and Supervisory Committee.
Accordingly, the Company proposes that the amount of compensation, etc. for Directors who areMembers of the Audit and Supervisory Committee after the Company completes the transition toa Company with an Audit and Supervisory Committee should be not more than ¥100 million
annually.
The Company believes that the contents of this proposal is reasonable, since it is appropriate inlight of the recent economic situation, market trends, the compensation level of other companies
and other factors, and takes into consideration the expansion of duties and responsibilities
required of Directors who are Members of the Audit and Supervisory Committee and otheraspects.
If Proposal 1 “Partial Amendments to the Articles of Incorporation” and Proposal 3 “Election ofThree (3) Directors Who Are Members of the Audit and Supervisory Committee” are approved
and adopted as originally proposed, the number of Directors who are Members of the Audit andSupervisory Committee will be three (including two outside Directors).
This proposal will become effective on the condition that the amendments to the Articles ofIncorporation in Proposal 1 “Partial Amendments to the Articles of Incorporation” become
effective.

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Proposal 7: Determination of Amount and Details of Performance-Linked and Share-Based
Compensation for Directors Who Are Not Members of the Audit and Supervisory
Committee
1. Reason for the proposal and reasons for justifying the share-based compensation
The Company received approval for a performance-linked and share-based compensation plan(hereinafter, the “Plan”) at the 66th Ordinary General Meeting of Shareholders held on May
26, 2016, and approval for revision of its contents at the 70th Ordinary General Meeting of
Shareholders held on May 28, 2020, the 72nd Ordinary General Meeting of Shareholders heldon May 26, 2022 and the 73rd Ordinary General Meeting of Shareholders held on May 25,
2023, a state of affairs that has continued until today. On the condition that Proposal 1 “Partial
Amendments to the Articles of Incorporation” is approved and adopted as originally proposed,
the Company will transition to a Company with an Audit and Supervisory Committee.
Accordingly, in connection with the transition to a Company with an Audit and Supervisory
Committee, the Company asks for approval that the Plan will continue in effect with partial
revision, in addition to reestablishing the compensation limit under the Plan for the Company’s
Directors (excluding Directors who are Members of the Audit and Supervisory Committee,
outside Directors and those not residents of Japan; hereafter the same shall apply).
While this proposal is mainly related to the transition to a Company with an Audit andSupervisory Committee, it is proposed that the maximum amount of money contributed by theCompany will, in principle, be set at ¥2,250 million for every three fiscal years and that the
maximum number of the Company’s shares and the amount of money equivalent to theCompany’s shares converted into cash (hereinafter, the “Company’s Shares, etc.”) that aredelivered and paid (hereinafter, “Delivery, etc.”) to Directors will be set at 208 thousand sharesannually, in consideration of increased percentage of the Plan in terms of the overall officer
compensation system by reviewing the officer compensation system, which is an incentive
necessary to drive future business transformation and continuing enhancement of corporate
value, as explained in Proposal 5 as well as recent economic conditions, market trends, thecompensation level of other companies and other circumstances.
In addition, this proposal sets the amount of compensation for Directors separately from thatfor Directors who are not Members of the Audit and Supervisory Committee for which theCompany asks for approval in Proposal 5 “Determination of Amount of Compensation, etc.
for Directors Who Are Not Members of the Audit and Supervisory Committee.”
The Plan aims to further heighten the awareness toward contributing to improving theCompany’s operating performance and to increasing corporate value over the medium andlong term. Moreover, if this proposal is approved, the Company plans to change the wording
stated in “b. Matters Regarding the Determination of the Compensation Composition and
Details of the Compensation for Directors and Compensation of Individual Directors” of the“Policy on Determination of Details of Compensation of Individual Directors” so as to alignit with approved details. The Company believes that the contents of this proposal arereasonable, because they have been discussed by the Nomination and Compensation Advisory
Committee, the majority of whose membership are independent outside Directors, taking into
consideration the policies after the aforementioned changes, and then afterwards determinedat the Board of Directors.
If Proposal 1 “Partial Amendments to the Articles of Incorporation” and Proposal 2 “Electionof Eight (8) Directors Who Are Not Members of the Audit and Supervisory Committee” areapproved and adopted as originally proposed, the number of Directors of the Company eligible
for the Plan (excluding Directors who are Members of the Audit and Supervisory Committee)
will be four.

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The resolution of this proposal will become effective on the condition that the amendments to
the Articles of Incorporation in Proposal 1 “Partial Amendments to the Articles ofIncorporation” become effective.
2. Amount and contents of the compensation, etc. in the Plan
(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. is made to Directors
through the trust according to their position and the degree of operating performanceachieved in a period of three consecutive fiscal years (the initial period shall be three fiscal
years from the fiscal year ended on the last day of February 2024 to the fiscal year endingon the last day of February 2026, and, if the trust period is extended as described in (2)below, each of the three fiscal years thereafter (hereinafter, “Applicable Period,” and eachfiscal year within the Applicable Period shall hereinafter be referred to as “Fiscal Year
Applicable for Assessment”)).
Item
Persons eligible for the Delivery,
etc., of the Company’s Shares,
etc., under the Plan
Maximum amount of money
contributed by the Company andthe method of acquisition ofshares of the Company (asdescribed in (2) below)
Maximum number of theCompany’s Shares, etc., acquired
by Directors (as described in (3)below)

Contents
Directors of the Company (excluding Directors who are Members of the
Audit and Supervisory Committee, outside Directors and those notresidents of Japan)
・
・
・
・

・
Contents of the terms ofachieving performance targets (asdescribed in (3) below)
・Timing of Delivery, etc., of theCompany’s Shares, etc., toDirectors

A total of ¥2,250 million in the applicable period of three fiscal
years
Shares of the Company are purchased on the stock market or fromthe Company (disposition of treasury shares).
No more than a total of 624 thousand shares during a three-year
period (208 thousand shares per year)
Approximately 1.38% of the total number of issued shares (after
deducting treasury shares as of February 29, 2024) (approximately
0.46% of the total number of shares outstanding per year)
Terms vary in accordance with the year-on-year change in net sales
and degree of achievement versus the targets of operating margin,
as well as the result of comparing the Company’s TSR with growthin the Tokyo Stock Price Index (TOPIX).
The number of shares is determined within the range of 0 to 200%.

In principle, when the Director has stepped down from office.

(2) Maximum amount of money contributed by the Company
The upper limit on the total sum of money for each Applicable Period of ¥2,250 million
will be contributed as compensation for Directors to a trust with a trust period of three
years, which is set up with Directors who satisfy the beneficiary requirements as
beneficiaries (hereinafter, the “Trust”) (including the extended trust period as described
below; hereafter the same shall apply within this Proposal). The Trust will purchase theshares of the Company on the stock market or from the Company (disposition of treasury
shares) using the money entrusted to it as the source of funds, in accordance with the
instructions of its trust manager.
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 a trust. In thatevent, the new Applicable Period shall be extended for no longer than the initial
Applicable Period, and the trust period of the Trust shall be extended by three years. The
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Company will provide an additional contribution up to a total of ¥2,250 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 of providing
the aforesaid additional contribution, there are residual shares of the Company (excluding
shares of the Company corresponding to the points granted to Directors for which Delivery,
etc., are incomplete) and money (hereinafter, collectively, “Residual Shares, etc.”) in thetrust property as of the end of the Applicable Period prior to the extension, the total of theamount of Residual Shares, etc., and the trust money for additional contribution shall not
be more than ¥2,250 million.
(3) Method of calculating the number of the Company’s Shares, etc. to be acquired by
Directors and maximum number thereof
The number of the Company’s Shares, etc. for Delivery, etc. to Directors is calculated
based on points awarded at a certain time every year according to their position in eachfiscal year, the year-on-year change in net sales and the degree of achievement versus thetargets of operating margin in the Fiscal Year Applicable for Assessment as well as theresult of comparing total shareholder return as an indicator of share price valuation withgrowth in the Tokyo Stock Price Index (TOPIX). When a Director steps down from office,
Delivery, etc. of the Company’s Shares, etc. will be made to the Director in proportion to
the accumulated points (hereinafter, the “Accumulated Points”).
One share shall be delivered for every point and if the Company’s shares in the Trust
increase or decrease as a result of a share split, gratis allocation of shares, reverse share
split, or other reason, the Company shall adjust the number of shares for Delivery, etc. forevery point according to the percentage of increase or decrease.
The upper limit on the total number of the Company’s Shares, etc. for which Delivery, etc.
is made to Directors via the Trust shall be 208 thousand shares annually. This upper limitof shares for Delivery, etc. is set based on the most recent share price, taking into accountthe upper limit of trust fund described in (2) above.
(4) Method and timing of Delivery, etc. of the Company’s Shares, etc., to Directors
Directors who satisfy the beneficiary requirements shall be, in principle, able to take
Delivery, etc. of a number of the Company’s Shares, etc. based on the number of the
Accumulated Points calculated in accordance with (3) above by completing the prescribed
procedures for the determination of beneficiary rights when stepping down from office.
At the time, the Directors shall receive the Company’s shares which represent 50% of thepoints (rounding down the number of shares less than one unit), and the remainder shallbe converted into cash within the Trust and the Directors shall receive a cash payment in
the converted amount.
In the event of the death of a Director during the trust period, the Company’s sharescorresponding to the points awarded up to that time shall, in principle, be converted into
cash within the Trust and the heirs of such Director shall receive a cash payment in theconverted amount. In the event that a Director becomes a non-resident of Japan during thetrust period, the Company’s shares corresponding to the points awarded up to that timeshall, in principle, be converted into cash within the Trust and such Director shall receivea cash payment in the converted amount.

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(5) Voting rights concerning the shares of the Company in the Trust
In order to ensure neutrality toward management, voting rights associated with the sharesof the Company in the Trust shall not be exercised during the trust period.
(6) Other contents of the Plan
Other contents regarding this Plan shall be determined by the Board of Directors each time
the Applicable Period for which the Trust is established is extended, the trust contract ischanged, or additional contributions are provided to the Trust.

34