(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 9, 2017

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

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

Notice of the 67th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 67th Ordinary General Meeting of Shareholders ofAdastria Co., Ltd. (the “Company”) to be held as stated below.
If you are unable to attend the Meeting, you may exercise your voting rights in writing orelectronically or magnetically (e.g. via the Internet). After reviewing the attached
Reference Documents for the General Meeting of Shareholders, please indicate yourapproval or disapproval of the proposal on the enclosed voting card and return it to reachus no later than 7:00 p.m. on Wednesday, May 24, 2017 (Japan Standard Time), or vote atthe website for the exercise of voting rights specified by the Company(http://www.evote.jp/).
Meeting Details
1. Date and Time:Thursday, May 25, 2017 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 67th fiscalyear (from March 1, 2016 to February 28, 2017), 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 67th fiscal year (from March 1,2016 to February 28, 2017)
Matters to be resolved:
Proposal:

Election of Eight (8) Directors

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4. Matters Relating to This Notice of the Meeting:(1) Of the documents that should be provided with this notice of the Meeting, the following
items are posted on the Company’s website (http://www.adastria.co.jp/) pursuant torelevant laws and regulations and Article 15 of the Company’s Articles of Incorporation.
These documents are thus not included in this notice of the Meeting.
(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 bythe Audit & Supervisory Board Members and the Accounting Auditor in preparing theaudit reports.
(2) If any changes are made to items in the Reference Documents for the General Meetingof Shareholders, the Business Report, the Consolidated Financial Statements or theNon-consolidated Financial Statements, please note that such changes will be posted on
the Company’s website (http://www.adastria.co.jp/).
(3) When you attend the Meeting, you are kindly requested to present the enclosed voting
card at the reception. You are also requested to bring this notice to the Meeting.
To Institutional Investors: You may use the “Electronic Voting Platform” as a method ofexercising your voting rights.

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal: Election of Eight (8) Directors
The terms of office of all seven Directors will expire at the conclusion of this General Meetingof Shareholders. Accordingly, the Company proposes the election of eight Directors, increasing
the number of Directors by one to enhance the management system.
The candidates for Director are as follows:No.

1Name(Date of Birth)

Michio Fukuda(July 10, 1946)

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside the Company)
May 1971

Joined the Company
Director of the Company

Jun. 1982

Senior Managing Director of the Company

Apr. 1991

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

Representative Director, President of the Company

Dec. 2002

Representative Director, President of POINT TW INC.

May 2004

Representative Director, Chairman of the Company

May 2010

Representative Director, Chairman & President of theCompany

Sep. 2013

Representative Director, Chairman of the Company

May 2015

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

Number of theCompany’sShares Owned

1,041,340<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.

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No.

2Name(Date of Birth)

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1989

Joined Tokyo Aoyama Law Office (currently Baker &McKenzie (Gaikokuho Joint Enterprise))Jan. 1998

Joined GE Yokogawa Medical Systems, Inc. (currently
GE Healthcare Japan Corporation)

Jan. 1999

Director of GE Yokogawa Medical Systems, Inc.

Nov. 2000

Chief Executive Officer of GE Medical Systems Taiwan

Mar. 2003

Director, Vice President of Japan General Electric
Corporation (currently Japan GE Corporation)

Jul. 2005

Joined FAST RETAILING CO., LTD.

Sep. 2005

Director of FAST RETAILING CO., LTD.

Jul. 2006

Chairman and Chief Executive Officer of FR FRANCE
S.A.S.

Aug. 2009

Joined Siemens K.K.

Jul. 2010

Director of Siemens K.K.

Mar. 2011

Director of the Board, Senior Corporate Officer ofKOKUYO Co., Ltd.

Mar. 2015

Adviser of the Company

May 2015

Director, Chief Operating Officer (in charge ofAdministration Section and Overseas) of the Company
Director of POINT TW INC. (present)
Director of Adastria Korea Co., Ltd. (present)

Jun. 2015

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

Sep. 2015

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

Apr. 2016

Director of Marine Layer, Inc. (present)

Jul. 2016

Representative Director, President of POINT (Shanghai)Co., Ltd. (present)

Feb. 2017

Representative Director of Adastria USA, Inc. (present)

Mar. 2017

Representative Director, Chief Operating Officer (incharge of Administration Section and Overseas) of theCompany (present)

Apr. 2017

Chairman of Velvet, LLC (present)

Masa Matsushita(July 28, 1960)

Number of theCompany’s
Shares Owned

10,000<Reasons for nominating the candidate as Director>
Masa Matsushita has been nominated as a candidate for Director because the candidate
has gained extensive experience and many achievements working as an attorney at law
in Japan and overseas, and the candidate has worked as a Director at numerous
companies including global corporations. The Company proposes the candidate’s
election as Director to utilize the candidate’s rich experience and abundantachievements accumulated thus far and thereby receive the candidate’s contribution toimproving the corporate value of the Company.

4No.

3

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

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside 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 the Company
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 the Company

Jun. 2016

Managing Director (in charge of Sales Section and New
Business Development) of the Company (present)

Nov. 2016

Director, Vice President of Peoples Inc. (present)
Director, Vice President of ALICIA Co., Ltd. (present)

Number of theCompany’s
Shares Owned

18,676<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 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 ofthe Company.
Mar. 2004

Joined IMS Co., Ltd.

Apr. 2005

Joined POINT INC. (currently the Company)

Mar. 2014

General Manager of Overseas Division of the Company

May 2014

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

Mar. 2016

General Manager of Communication Design Division ofthe Company

Mar. 2017

General Manager of Corporate Planning Division of theCompany (present)<New candidate>
4Taiki Fukuda(April 11, 1978)

200,560<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 Directorto utilize the candidate’s rich experience and abundant achievements accumulated thus
far and thereby receive the candidate’s contribution to improving the corporate value ofthe Company.

5No.

Name(Date of Birth)<Candidate for
Outside Director>
5Hideki Kurashige(September 11,1942)

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside 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.

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

Oct. 2006

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

May 2007

Outside Director of AEON Co., Ltd.

Jun. 2007

Outside Director of ASAHI TEC CORPORATION

Dec. 2007

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

May 2008

CEO, Representative Director of SIGMAXYZ Inc.

Apr. 2010

Chairman, Representative Director of SIGMAXYZ Inc.

Apr. 2011

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

Apr. 2012

Chairman, Representative Director of IT Frontier
Corporation

Apr. 2013

Representative Director, Chairman and President ofSIGMAXYZ Inc. (present)

Sep. 2013

Outside Director of the Company (present)

Number of theCompany’sShares Owned–<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 Director will be three 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.

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No.

Name
(Date of Birth)<Candidate for
Outside Director>
6
Tadamitsu Matsui(May 13, 1949)

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside 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.

May 2000

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

Jan. 2001

President and Representative Director of Ryohin
Keikaku 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’sShares Owned

4,000<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’sexperience 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 outsideDirector.
The candidate’s tenure as Director will be three 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 providedfor 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.

7No.

Name(Date of Birth)<Candidate for
Outside Director>
7Satoshi Akutsu(July 11, 1966)

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside 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 changedfrom Jokyoju to Junkyoju in 2007)

Jun. 2006

Outside Director, NIFTY Corporation

Oct. 2008

Visiting Associate Professor of Collaborative Research
Sector, National Institute of Informatics, Research
Organization of Information and Systems

Mar. 2010

Outside Board Director, IDC 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 International
Corporate Strategy, Hitotsubashi University (present)

Sep. 2013

Outside Director of the Company (present)

Number of theCompany’sShares Owned–<Reasons for nominating the candidate as outside Director and tenure>
Satoshi Akutsu has been nominated as a candidate for outside Director, although thecandidate has never participated in the management of companies other than as anoutside 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 theexpectation 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 Director will be three 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.

8No.

Name(Date of Birth)

Career Summary, and Positions and Responsibility in the Company(Significant Concurrent Positions outside 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 CoffeeJapan, 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–<Reasons for nominating the candidate as outside Director and tenure><Candidate for
Outside Director>
8
Hiromi Horie(June 19, 1956)

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 Director will be one year 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, 2017.

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