(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 10, 2022

To Our Shareholders

Michio Fukuda
Representative Director, Chairman

Adastria Co., Ltd.

3-1-27 Izumi-cho, Mito-shi, Ibaraki

Notice of the 72nd Ordinary General Meeting of Shareholders
We cordially notify you of the 72nd Ordinary General Meeting of Shareholders of Adastria Co.,
Ltd. (the “Company”), to be held as indicated below.
Since there are still ongoing concerns about infection with the novel coronavirus disease(COVID-19), we request that shareholders refrain from traveling to the venue of the meeting if
at all possible, regardless of their health condition, and to exercise their voting rights in writing(by mail) or via the internet.
Regarding the exercise of your voting rights in writing (by mail) or via the internet, after
reviewing the attached Reference Documents for the General Meeting of Shareholders, pleaseindicate your approval or disapproval on the enclosed voting card and return it so that it reaches
us no later than 7:00 p.m. on Wednesday, May 25, 2022 (Japan Standard Time), or vote at thewebsite for exercising voting rights specified by the Company (https://evote.tr.mufg.jp/) (inJapanese only).
Meeting Details
1. Date and Time:Thursday, May 26, 2022 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 72nd fiscal
year (from March 1, 2021 to February 28, 2022), 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 72nd fiscal year (from March 1,
2021 to February 28, 2022)
Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:

Partial Amendments to the Articles of Incorporation
Election of Ten (10) Directors
Election of Two (2) Audit & Supervisory Board Members
Revision of Details of Performance-Linked and Share-Based
Compensation for Directors

1

4. Matters Concerning Internet Disclosure
Of the documents that should be provided with this notice of the General Meeting of
Shareholders, the following items are posted on the Company’s website(https://www.adastria.co.jp/) (in Japanese only) pursuant to relevant laws and regulations
and Article 15 of the Company’s Articles of Incorporation. These documents are thus notincluded in this notice of the General Meeting of Shareholders.
(a) “System to Ensure Properness of Operation and the Status of its Implementation” inthe Business Report(b) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated
Financial Statements”(c) “Non-consolidated Statement of Changes in Equity” and “Notes to the Nonconsolidated Financial Statements”
Accordingly, the attached documents to this notice are a part of the documents that wereaudited by the Audit & Supervisory Board Members and the Accounting Auditor in
preparing the audit reports and accounting audit reports, respectively.
5. Instructions Concerning the Exercise of Voting Rights
Please refer to “Instructions Concerning the Exercise of Voting Rights” presented on page 3.

If any changes are made to items in the Reference Documents for the General Meetingof Shareholders, the Business Report, the Consolidated Financial Statements or the
Non-consolidated Financial Statements, please note that such changes will be postedon the Company’s website (https://www.adastria.co.jp/) (in Japanese only).
 When you attend the General Meeting of Shareholders, you are kindly requested tosubmit the enclosed voting card at the reception. You are also requested to bring thisnotice to the meeting.
Notice Regarding Prevention of Novel Coronavirus Disease (COVID-19) Infection
Since there are still ongoing concerns about infection with COVID-19, we request thatshareholders refrain from traveling to the venue of the meeting if at all possible, regardless of
their health condition. However, if you plan to attend the meeting in person, please confirm thesituation of infections as of the date of the meeting as well as your own physical condition, andtake precautions to prevent infection, such as wearing a face mask.
Please consider exercising your voting rights beforehand by mailing the enclosed voting card or
by using the internet. By scanning the QR code® printed on the voting card, shareholders with asmartphone may exercise their voting rights without having to enter their login ID or temporary
password. Please see page 4 for details.
Wishing to make shareholders’ safety the top priority, inside the venue for the General Meetingof Shareholders, we plan to ensure the staff will be wearing masks, make hand sanitizer
available, and take other measures to prevent infection. We ask for your understanding andcooperation. Please note that the staff will be looking out for any people attending who display
signs of being unwell and if such individuals are discovered, they may be refused entry or asked
to leave during proceedings.

2

Instructions Concerning the Exercise of Voting Rights
You may exercise your voting rights in one of the three following methods.
Exercise of Voting Rights via Attending the General Meeting of Shareholders
Please submit the enclosed voting card at the reception desk upon your arrival.
Please also bring your Notice of Convocation of the 72nd Ordinary General Meeting of
Shareholders (this document).
Date and Time of the Ordinary General Meeting of Shareholders:
Thursday, May 26, 2022 at 3:00 p.m. (JST) (doors open at 2:00 p.m.)
Exercise of Voting Rights in Writing
Please indicate your approval or disapproval of each proposal on the enclosed voting card, andsend back the card so that it will arrive no later than the deadline for exercising voting rights.
For details, please see the below.
Exercise due date:
Arrive at the Company no later than Wednesday, May 25, 2022 at 7:00 p.m. (JST)Instructions Concerning Filling in the Voting Card for Exercising Voting Rights
Please indicate your approval or disapproval of the proposal here.

(If there is no indication of approval or disapproval with proposal, it shall be handled as an indication of approval forthe proposal.)

Proposal

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

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

Exercise of Voting Rights via the Internet
You may exercise your voting rights using a personal computer (PC) and a smartphone.
For details, please see the following page.
Exercise due date:No later than Wednesday, May 25, 2022 at 7:00 p.m. (JST)3

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

Method 2: Entering Login ID and Temporary Password

You can login to the Exercise of Voting Rights Website
without having to enter your login ID and temporary
password provided on the voting card.
1. Please scan the QR code® located on the righthand side of the voting form.
* “QR code” is a registered trademark of DENSOWAVE INCORPORATED.

Exercise of Voting Rights Website
https://evote.tr.mufg.jp/

2.

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

Note that you can login by scanning QR code® ispossible only at a time.
In case of re-exercising of voting rights or exercising
voting right without scanning QR code®, please refer
Method 2 “Entering Login ID and Temporary
Password” on the right.

1.

Please access the website for exercising voting
rights.

2.

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

3.

Please register a new password.

4.

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.
1. Reasons for the proposal(1) Addition of business purpose
The Company seeks to add business purposes to prepare for business expansion of theCompany and the Adastria Group going forward.
(2) Introduction of measures for providing reference documents for the general meeting ofshareholders, etc. in electronic format
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be
enforced on September 1, 2022, the Company proposes to make the following changes to its
Articles of Incorporation in preparation for the introduction of the system for providing
informational materials for the general meeting of shareholders in electronic format.
(a) Article 15, paragraph 1 in “Proposed Amendments” below will stipulate that theCompany shall take measures for providing information that constitutes the content ofreference documents for the general meeting of shareholders, etc. in electronic format.
(b) Article 15, paragraph 2 in “Proposed Amendments” below will establish the provision tolimit the scope of the items to be stated in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based documents.
(c) Since the provisions for Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, etc. (Article 15 of the current
Articles of Incorporation) will no longer be required, they will be deleted.
(d) Accompanying the aforementioned establishment and deletion of provisions,
supplementary provisions regarding the effective date, etc. will be established.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined parts are amended.)
Current Articles of Incorporation
Article 2. (Objects)
1. The objects of the Company shall be to engage inthe following businesses:(1) to (7)(Omitted)(New)(8) to (17)(Omitted)(18) planning, design, supervision and operation of
beauty salons, culture centers and recreation
facilities;(19) to (22)2.

Proposed Amendments
Article 2. (Objects)
1. The objects of the Company shall be to engage inthe following businesses:(1) to (7)(Not Amended)(8) warehousing business;(9) to (18)(Not Amended)(19) planning, design, supervision and operation of
beauty salons, culture centers, recreation
facilities, hot spring facilities, and sauna and bathfacilities, as well as Japanese-style hotelbusiness;(20) to (23)(Not Amended)2.
(Not Amended)(Omitted)(Omitted)5

Current Articles of Incorporation
Article 15. (Internet Disclosure and Deemed Provisionof Reference Documents for the General
Meeting of Shareholders, etc.)
The Company may, by disclosing the information
relating to the matters that shall be described orindicated in reference documents for the General
Meeting of Shareholders, business report, financial
statements and consolidated financial statements
through Internet in accordance with the Ministry ofJustice Order, in connection with the convocation of
the General Meeting of Shareholders, deem that it has
provided the same to the shareholders.
(New)

Proposed Amendments(Deleted)

Article 15. (Measures, etc. for Providing Information inElectronic Format)
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders,etc. in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to bedelivered to shareholders who requested thedelivery of paper-based documents by the record
date of voting rights.
(Supplementary Provisions)
1. The amendment to the Articles of Incorporation
pertaining to Article 15 shall be effective from
September 1, 2022, which is the date of enforcementof the revised provisions provided for in the proviso
to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No.
70 of 2019) (hereinafter referred to as the “Date of
Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 15 of the Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, etc.) shall remain effective regarding
any general meeting of shareholders held on a datewithin six (6) months from the Date of Enforcement.
3. These Supplementary Provisions shall be deleted on
the date when six (6) months have elapsed from theDate of Enforcement or three (3) months haveelapsed from the date of the general meeting ofshareholders in the preceding paragraph, whichever islater.

(New)

6

Proposal 2: Election of Ten (10) Directors
The terms of office of all nine Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of ten Directors, increasing thenumber of Directors by one to enhance the management system.
The candidates for Director are as follows:
No.

Name

Current Positions and Responsibility in the Company

Attribute

1

Michio Fukuda

Representative Director, Chairman

Reelection

2

Osamu Kimura

Director, President

Reelection

3

Masayuki Kindo

Managing Director

Reelection

4

Yoshiaki Kitamura

Managing Director

Reelection

5

Taiki Fukuda

DirectorReelection

6

Satoshi Akutsu

Outside Director

Reelection, Outside, Independent

7

Hiromi Horie

Outside Director

Reelection, Outside, Independent

8

Koichi Mizutome–

9

Tatsuhiro Matsuoka–

10

Kazuo Nishiyama–

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

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

[Reference] Skills matrix of Directors and Audit & Supervisory Board Members
Please refer to page 22 of this notice for a skills matrix of Directors and Audit & Supervisory Board Members in
the event that Proposal 2 and Proposal 3 are approved and adopted as originally proposed.

7

No.

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

1

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.)May 2004

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

May 2010

Representative Director, Chairman & President of POINT
INC.

Sep. 2013

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

Tenure as Director
51 years (at the
May 2015
conclusion of this
General Meeting of May 2018
Shareholders)
Apr. 2021
Attendance atBoard of Directors
meetings
16/17
May 2021

Number of theCompany’s
Shares Owned

1,050,140

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

Significant concurrent positions outside the Company
Director and Chairman of BUZZWIT Co., Ltd.
Director and Chairman of ELEMENT RULE Co., Ltd.
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.

8

No.

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

2

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

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

Apr. 2013

Director of FRIENDS Co., Ltd.

Sep. 2013

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

Feb. 2014

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

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

Jun. 2016

Managing Director of the Company

Nov. 2016

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

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

Tenure as Director
Oct. 201710 years and 8months (at theconclusion of this Mar. 2018
General Meeting ofMay 2019
Shareholders)Number of theCompany’s
Shares Owned

25,576

Representative Director, President of ADASTRIA eat
Creations Co., Ltd. (present)
Director, Executive Vice President of the Company
Director of NATURAL NINE TRADING (SHANGHAI)
LTD. (present)

Feb. 2020
Director of BUZZWIT Co., Ltd.
Attendance atBoard of Directors May 2021
Director, President of the Company (present)
meetings
Significant concurrent positions outside the Company
17/17
Director, Vice President of ELEMENT RULE Co., Ltd.
Representative Director, President of ADASTRIA eat Creations Co., Ltd.
Director of NATURAL NINE TRADING (SHANGHAI) LTD.
Reasons for nominating the candidate as Director
Osamu Kimura has been nominated as a candidate for Director because the candidate has
gained extensive experience and many achievements in the field of sales and store
development, and the candidate has worked as a Representative Director of AdastriaGroup companies in the past. The Company proposes the candidate’s election as Director
to utilize the candidate’s rich experience and abundant achievements accumulated thus
far and thereby receive the candidate’s contribution to improving the corporate value of
the Company.

9

No.

Name
(Date of Birth)<Reelection>

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

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

Jul. 2006

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

Mar. 2008

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

Jun. 2010

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

Mar. 2012

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

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

Sep. 2013

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

Mar. 2015

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

Masayuki Kindo Mar. 2016
(December 5, 1967)

3

Tenure as Director Mar. 2018
4 years (at theconclusion of this
General Meeting of
Shareholders)
Attendance atBoard of Directors
meetings
17/17
May 2018

Number of theCompany’s
Shares Owned

7,100

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

Aug. 2019

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

May 2021

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

10

No.

Name
(Date of Birth)<Reelection>

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

Joined FIVE FOXes CO., LTD.

Feb. 2007

Joined DROP INC. (currently the Company)

Sep. 2010

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

Mar. 2012

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

Mar. 2013

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

May 2014

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

Mar. 2015

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

Apr. 2016

Representative Director of Adastria Korea Co., Ltd.

Mar. 2018

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

Yoshiaki Kitamura(January 25, 1976)

4

Tenure as Director
3 years (at theconclusion of this May 2019
General Meeting ofAug. 2019
Shareholders)
May 2021
Attendance atFeb. 2022
Board of Directors
meetings
17/17

Number of theCompany’s
Shares Owned

7,106

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

11

No.

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

5

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

Joined IMS Co., Ltd.

Apr. 2005

Joined POINT INC. (currently the Company)

Mar. 2014

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

May 2014

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

Mar. 2016

General Manager of Communication Design Division of
the Company

Mar. 2017

General Manager of Corporate Planning Division of theCompany

May 2017

Director, General Manager of Corporate Planning
Division of the Company

Mar. 2018

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

Tenure as Director
May 2018
5 years (at theconclusion of this May 2019
General Meeting of Nov. 2021
Shareholders)Number of theCompany’s
Shares Owned

203,424

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

Feb. 2022
Member of Management Board of Velvet, LLC (present)
Attendance atBoard of Directors Significant concurrent positions outside the Company
meetings
Director of Adastria Logistics Co., Ltd.
17/17
Director of Adastria General Support Co., Ltd.
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.

12

No.

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

6

Tenure as outside
Director
8 years and 8months (at theconclusion of this
General Meeting of
Shareholders)

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

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

Dec. 1998

Assistant Professor of Faculty of Commerce andManagement of Hitotsubashi University

Apr. 1999

Assistant Professor of the Graduate School ofInternational Corporate Strategy of Hitotsubashi
University

Jun. 2002

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

Mar. 2010

Outside Director of OTSUKA KAGU, LTD.

Apr. 2010

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

Sep. 2013

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

Jun. 2017

Outside Director of Nojima Corporation

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company
Professor of the Graduate School of Business Administration of Hitotsubashi University
Reasons for nominating the candidate as outside Director and overview of expectedroles

Satoshi Akutsu has been nominated as a candidate for outside Director, although thecandidate has never participated in the management of companies other than as an
outside officer, as the Company believes that the candidate is qualified for the position
due to the candidate’s many achievements as a marketing specialist and with the
Attendance at
expectation that the candidate would provide useful advice and more in relation to theBoard of Directors
Company’s overall marketing business and the management of the Company can benefit
meetings
from this advice, with a focus on business development strategies. Accordingly, the17/17Company 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 a marketing
expert.
Independence of the candidate
The Company has appointed Satoshi Akutsu as an independent officer as provided for by
the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate isreelected, the Company will continue to have the candidate as an independent officer.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 27, paragraph 2 of the Articles of Incorporation, the Company has entered into anagreement with Satoshi Akutsu to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

13

No.

Name
(Date of Birth)<Reelection><Outside><Independent>
Hiromi Horie(June 19, 1956)

7

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

Joined Nara Machinery Co., Ltd.

May 1988

Joined Levi Strauss Japan KK

Dec. 1999

Marketing Senior Manager of Levi Strauss Japan KK

Mar. 2005

Public Affairs Division Manager of Starbucks Coffee
Japan, Ltd.

Dec. 2006

Marketing Division Manager of Starbucks Coffee Japan,
Ltd.

Aug. 2010

Marketing Officer of Starbucks Coffee Japan, Ltd.

May 2016

Outside Director of the Company (present)

Mar. 2017

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

Mar. 2021

Outside Director of Kanro Inc. (present)

Number of theCompany’s
Shares Owned–

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
Directorbelieves that the candidate is qualified for the position due to the candidate’s many
6 years (at theachievements as a manager of public affairs and marketing division for major
conclusion 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
Shareholders)election as outside Director.
As an outside Director who is independent from management, the Company expects that
Attendance atBoard of Directors the 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,meetings
etc. on the execution of duties by Directors, mainly from the perspective of public
17/17
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 of the Articles of Incorporation, the Company has entered into anagreement with Hiromi Horie to limit the liability for damages under Article 423,
paragraph 1 of the Companies Act to the extent of the minimum liability amountprescribed under Article 425, paragraph 1 of the Companies Act. If the candidate isreelected, the Company will continue the agreement with the candidate.

14

No.

8

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

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

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.

Feb. 2015

President of Akindo Sushiro Co., Ltd.

Mar. 2015

President & CEO of Sushiro Global Holdings Co., Ltd.
(currently FOOD & LIFE COMPANIES LTD.) (present)

Oct. 2015

Representative Director of Sushiro Creative Dining Ltd.
(currently FOOD & LIFE INNOVATIONS LTD.)(present)

Oct. 2019

Chairman of Akindo Sushiro Co., Ltd. (present)

Apr. 2021

Chairman and Director of Kyotaru Co., Ltd. (present)

Number of theCompany’s
Shares Owned–

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

Koichi Mizutome Reasons for nominating the candidate as outside Director and overview of expected(January 26, 1968) 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 play an appropriate role in enhancing the supervisory function of theBoard of Directors of the Company by supervising and providing advice, etc. on theexecution of duties by Directors, mainly from the perspective of a corporate manager ofglobal corporations in multiple industry sectors.
Independence of the candidate
Koichi Mizutome satisfies the requirements for an independent officer as provided for by
the Tokyo Stock Exchange. If the candidate is elected, the Company will appoint thecandidate as an independent officer and notify the exchange to that effect.
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 will enter into anagreement with Koichi Mizutome 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.

15

No.

9

Name
(Date of Birth)<New election><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

Digital Force Managing Director of SIGMAXYZ Inc.

Apr. 2017

Research Advisor of Artificial Intelligence ResearchCenter of National Institute of Advanced Industrial
Science and Technology (AIST) (present)

Apr. 2019

Senior Executive Officer, Head of Digital Sherpa andChief Information Security Officer (CISO) of
SIGMAXYZ Inc. (currently SIGMAXYZ Holdings Inc.)

Apr. 2020

Senior Executive Officer, Head of Industry Sherpa andChief Information Security Officer (CISO) of
SIGMAXYZ Inc.

Oct. 2021

Senior Executive Officer of SIGMAXYZ Inc.

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company–

Tatsuhiro Matsuoka Reasons for nominating the candidate as outside Director and overview of expected(August 6, 1972) 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 play an appropriate role in enhancing the supervisory function of theBoard of Directors of the Company by supervising and providing advice, etc. on theexecution of duties by Directors, mainly from his perspective as an expert in IT, digitaland information security.
Independence of the candidate
Tatsuhiro Matsuoka satisfies the requirements for an independent officer as provided forby the Tokyo Stock Exchange. If the candidate is elected, the Company will appoint thecandidate as an independent officer and notify the exchange to that effect.
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 will enter into anagreement with Tatsuhiro Matsuoka 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.

16

No.

10

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

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)

Mar. 2018

Director of Management Sherpa Solution Co., Ltd

Oct. 2018

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

Dec. 2021

Director of SRE Asset Management Ltd. (present)

Number of theCompany’s
Shares Owned–

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 expected
roles
Kazuo Nishiyama has been nominated as a candidate for outside Director as theCompany believes that the candidate is qualified for the position due to the candidate’s
experience and insight gained as a founder and manager of major corporations (IT andreal estate) and with the expectation that these assets can benefit the management of theCompany, mainly in its new businesses. Accordingly, the Company proposes thecandidate’s election as outside Director.
As an outside Director who is independent from management, the Company expects thatthe candidate will play an appropriate role in enhancing the supervisory function of theBoard of Directors of the Company by supervising and providing advice, etc. on theexecution of duties by Directors, mainly from the perspective of IT and as a founder andmanager of corporations in industries outside the Company’s scope of business.
Independence of the candidate
Kazuo Nishiyama satisfies the requirements for an independent officer as provided for by
the Tokyo Stock Exchange. If the candidate is elected, the Company will appoint thecandidate as an independent officer and notify the exchange to that effect.
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 will enter into anagreement with Kazuo Nishiyama 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.

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, 2022.
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 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 for Director 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.

17

Proposal 3: Election of Two (2) Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Member Yoshiko Hayama will expire and Audit& Supervisory Board Member Mariko Matsumura will resign at the conclusion of this General
Meeting of Shareholders. Accordingly, the Company proposes the election of two Audit &Supervisory Board Members.
The Company proposes the election of Wataru Maekawa as the replacement for Audit &Supervisory Board Member Mariko Matsumura, with his term of office to be until the end of theterm of office of Audit & Supervisory Board Member Mariko Matsumura, as stipulated in the
Company’s Articles of Incorporation.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:[Reference] Policy and procedures in determining the candidates for Audit & Supervisory Board Member
The policy and procedures for the Board of Directors in determining the candidates for Audit & Supervisory Board
Member are as follows.
 Policy• The individuals nominated and elected for Audit & Supervisory Board Member shall be suitably qualified to
be Audit & Supervisory Board Members, shall have independence from the Company, and shall be able toperform the role for the full term of office.
 Procedure• Concerning the procedure for nominating and electing candidates for Audit & Supervisory Board Member, theRepresentative Director shall submit an original proposal for candidates, then, after consent has been obtained
from the Audit & Supervisory Board, the final decision regarding nomination is made by the Directors at theBoard of Directors meeting.

[Reference] Skills matrix of Directors and Audit & Supervisory Board Members
Please refer to page 22 of this notice for a skills matrix of Directors and Audit & Supervisory Board Members in
the event that Proposal 2 and Proposal 3 are approved and adopted as originally proposed.

18

No.

Name
(Date of Birth)<Reelection><Outside><Independent>
Yoshiko Hayama(October 7, 1959)

1

Career Summary, and Positions and Responsibility in the Company
Apr. 1983

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

Oct. 1990

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

Mar. 1994

Registered as a Certified Public Accountant

Jan. 2007

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

Jan. 2015

Representative of Yoshiko Hayama Certified Public
Accountant Office (present)

Jun. 2015

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

May 2016

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

Aug. 2016

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

Jun. 2017

Outside Director of COCO’S JAPAN CO., LTD.

May 2018

Outside Audit & Supervisory Board Member of theCompany (present)

Number of theCompany’s
Shares Owned–

Mar. 2020
Outside Director (Audit and Supervisory Committee
Tenure as Audit &Member) of DYNAC HOLDINGS CORPORATIONSupervisory Board
Jun.
2020
Independent Director of Zensho Holdings Co., Ltd.
Member(present)
4 years (at theconclusion of this Significant concurrent positions outside the Company
General Meeting of Representative of Yoshiko Hayama Certified Public Accountant Office
Shareholders)Outside Director of SUGI HOLDINGS CO., LTD.
Independent Director of Zensho Holdings Co., Ltd.
Attendance atBoard of Directors Reasons for nominating the candidate as outside Audit & Supervisory Board
meetings
Member
17/17
Yoshiko Hayama has been nominated as a candidate for outside Audit & Supervisory
Attendance atBoard Member, although the candidate has never participated in the management ofAudit &
Supervisory Board companies other than as an outside officer, as the Company believes that the candidate isqualified for the position with the expectation that the candidate would reflect, in audits
meetingsof the Company, the candidate’s professional knowledge as a certified public accountant
14/14
as well as rich experience and insight cultivated through performing the candidate’s
duties at audit corporations. Accordingly, the Company proposes the candidate’s election
as outside Audit & Supervisory Board Member.
Independence of the candidate
The Company has appointed Yoshiko Hayama 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, the Company has entered into anagreement with Yoshiko Hayama 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.

19

No.

2

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

Career Summary, and Positions and Responsibility in the Company
May 1980

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

Sep. 1990

Jointly Established Tokyo Urban Law OfficeJan. 1998

Established Maekawa Law Firm, Director

May 2003

Outside Audit & Supervisory Board Member of POINT
INC. (currently the Company)

Apr. 2004

Vice Chairman of Dai-Ichi Tokyo Bar Association

Mar. 2015

Outside Director of Keiyo Gas Co.,Ltd (present)

Apr. 2020

Established Maekawa & Ito Law Firm, Director (present)

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company
Director of Maekawa & Ito Law Firm
Outside Director of Keiyo Gas Co., Ltd
Reasons for nominating the candidate as outside Audit & Supervisory Board
MemberWataru Maekawa has been nominated as a candidate for outside Audit & Supervisory
Wataru Maekawa Board Member, although the candidate has never participated in the management of(February 10, 1950) companies other than as an outside officer, as the Company believes that the candidate isqualified for the position with the expectation that the candidate would reflect, in auditsof the Company, the candidate’s professional view as well as rich experience and insightof corporate legal affairs as an attorney at law. Accordingly, the Company proposes thecandidate’s election as outside Audit & Supervisory Board Member.
Independence of the candidate
Wataru Maekawa satisfies the requirements for an independent officer as provided for by
the Tokyo Stock Exchange. If the election of the candidate is approved, the Company
will appoint the candidate as an independent officer and notify the exchange to that
effect.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act andArticle 34, paragraph 2 of the Articles of Incorporation, the Company plans to enter into
an agreement with Wataru Maekawa 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.

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, 2022.
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 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 for Audit & Supervisory Board Member 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.

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

Name

–

Tsuyoshi Matsuda–

Kazuhiko Ebihara

Current positions in
the Company

Independent
OutsideFull-time Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
Member1

Yoshiko Hayama

Independent
OutsideOutside Audit &Supervisory Board
Member2

Wataru Maekawa

Independent
OutsideOutside Audit &Supervisory Board
MemberSignificant concurrent positions outside theCompany––
Representative of Yoshiko Hayama
Certified Public Accountant OfficeOutside Director of SUGI HOLDINGS
CO., LTD.
Independent Director of Zensho Holdings
Co., Ltd.
Outside Director of Keiyo Gas Co., Ltd
Director of Maekawa & Ito Law Firm

Note: The term of office of an Audit & Supervisory Board Member of the Company is four years. Tsuyoshi Matsuda
and Kazuhiko Ebihara were elected at the 70th Ordinary General Meeting of Shareholders held on May 28,
2020. Kazuhiko Ebihara was designated an independent officer as provided for by the Tokyo Stock Exchange,
to which a notification was made to that effect. There are three outside Audit & Supervisory Board Members
who are independent officers.

21[Reference] Skills matrix of Directors and Audit & Supervisory Board Members
The skills matrix of Directors and Audit & Supervisory Board Members is as follows in theevent that Proposal 2 and Proposal 3 are approved and adopted as originally proposed.

Knowledge, experience, and capabilities, etc., of Directors and Audit & Supervisory Board
Members

Corporate
Sales/
managemarketing
mentMichioFukudaOsamu
KimuraInternal Masayuki
Kindo
Yoshiaki
Kitamura
Director

Taiki Fukuda●●

Global

IT/DX

●

●

●
●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Hiromi Horie

●

●

●
●

●

ESG

●

●
●

Legal/risk
Finance/manageaccounting
ment●

SatoshiAkutsuKoichi
Outside Mizutome
Tatsuhiro
Matsuoka
Kazuo
Nishiyama
TsuyoshiInternal
MatsudaKazuhiko
Audit &
EbiharaSupervisory
Board
YoshikoOutsideMemberHayamaWataruMaekawa

Product
SCM

●

●
●

●

●

●
●

●

●

●

●

Notes: 1. The above list presents the particular fields in which the Company’s Directors and Audit & Supervisory
Board Members are expected to demonstrate expertise. 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.

22

Proposal 4: Revision of Details of Performance-Linked and Share-Based Compensation for
Directors
1. Reason for the proposal and reasons for justifying the revision
The Company received approval for a performance-linked and share-based compensation plan(hereinafter, the “Plan”) for Directors of the Company (excluding outside Directors and those
not resident in Japan; hereafter the same shall apply within this Proposal) at the 66th Ordinary
General Meeting of Shareholders, held on May 26, 2016, and approval for revision of its
contents at the 70th Ordinary General Meeting of Shareholders, held on May 28, 2020.
The Company has formulated and been working on the medium-term management plan(hereinafter, the “Management Plan”), and believes that in an economic environment of
increasing uncertainty, in order to steadily promote the Management Plan, it is necessary tofurther heighten the awareness of Directors toward contributing to improving the Company’s
operating performance and to increasing corporate value over the medium and long term, andto make them aware of their shared interests with shareholders. To this end, the Company asks
for approval to change the timing of the delivery of the shares in order to have Directors holdthe Company’s shares earlier.
The revision of the Plan is based on the Policy for Determining the Details of Individual
Compensation of Directors, which states the overview of the content on page 41 of this Notice(in Japanese only), and aims to further heighten the awareness of Directors toward
contributing to improving the Company’s operating performance and to increasing corporate
value over the medium and long term, and the Company believes it reasonable to adopt thisPlan.
If this proposal is approved, the Company plans to change the wording of “d. Policy Regarding
Determination of Details of Performance-Linked Compensation and Non-Monetary
Compensation, and Calculation Method of Number and Amounts Thereof (Including Policy
Regarding Determination of Timing and Conditions for Awarding Compensation, etc.)”
within the Policy for Determining the Details of Individual Compensation of Directors so as
to align with the approved details.
The number of Directors eligible for the Plan after the revision is five provided that Proposal
2 “Election of Ten (10) Directors” is approved as originally proposed.
2. Details of the Plan revision
The changes apply to the parts of the current Plan that relate to the timing of the delivery andpayment (hereinafter, “Delivery, etc.”) of the Company’s shares and the amount of money
equivalent to the Company’s shares converted into cash (hereinafter, “the Company’s Shares,etc.”) to Directors.
(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 (hereinafter in this proposal, eachfiscal year referred to as “Fiscal Year Applicable for Assessment”).
(2) Timing of Delivery, etc., of the Company’s Shares, etc., to Directors
Directors who satisfied the beneficiary requirements were able, after two years had
elapsed as reckoned from the beginning of each Fiscal Year Applicable for Assessment,23

to take Delivery, etc. of a number of the Company’s Shares, etc. based on the number ofpoints relating to the Fiscal Year Applicable for Assessment in question, but in order tofurther raise awareness of the need to align interest value with those of shareholders, said
Directors shall be able to take Delivery, etc. of the Company’s Shares, etc. after one year
has elapsed as reckoned from the beginning of each Fiscal Year Applicable forAssessment, so as to enable Directors to take ownership of the shares of the Company at
an earlier stage. However, the Company’s shares acquired through the Plan shall be held
continuously by Directors for a period of at least two years after delivery.
● Details of the Plan revision (Underlined parts are amended.)
Item

Timing of Delivery,
etc., of theCompany’s Shares,
etc., to Directors

Before revision・After two years have elapsed as
reckoned from the beginning of each
Fiscal Year Applicable forAssessment. However, the Company’s
shares acquired through the Plan shallbe held continuously by Directors fora period of at least one year after
delivery.
(Other items)

There have been no other changes to the Plan.

After revision・After one year has elapsed as
reckoned from the beginning of each
Fiscal Year Applicable forAssessment. However, the Company’s
shares acquired through the Plan shallbe held continuously by Directors fora period of at least two years after
delivery.
Points for the Fiscal Years Applicablefor Assessment that ended on February
28, 2021 and 2022, before thisamendment, shall be awarded after
two years have elapsed as reckoned
from the beginning of the Fiscal Year
Applicable for Assessment. However,
the Company’s shares shall be held
continuously by Directors for a periodof at least one year after delivery.

● Key points of the Plan as approved by the 66th Ordinary General Meeting of
Shareholders and 70th Ordinary General Meeting of Shareholders
Item
Applicable Period
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
Maximum number of theCompany’s Shares, etc., acquired
by Directors

Contents of the terms ofachieving performance targets
Voting rights concerning theshares of the Company in the
TrustContents
The three-year period from the fiscal year ended February 28, 2021
to the fiscal year ending February 28, 2023
Directors of the Company (excluding outside Directors and those notresident in Japan)
・ A total of ¥732 million in the applicable period of three fiscal years
・ Shares of the Company are purchased on the stock market or from theCompany (disposition of treasury shares).
・ No more than a total of 333,000 shares during a three-year period(111,000 shares per year)
・ 0.7% of the total number of issued shares (after deducting treasury
shares as of February 29, 2020) (approximately 0.2% of the total
number of shares outstanding per year)
・ Terms vary in accordance with the degree of achievement for thetargets in terms of year-on-year change in net sales and operating
income and operating margin.
・ The number of shares is determined within the range of 0 to 200%.
In order to ensure neutrality toward management, voting rights shallnot be exercised during the trust period.

24