(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 9, 2023
Start date of measures for electronic provision: May 1, 2023

To Our Shareholders
Osamu Kimura
Representative Director and President

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

Notice of the 73rd Ordinary General Meeting of Shareholders
We cordially notify you of the 73rd 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.
(For this General Meeting of Shareholders, documents containing the matters subject tomeasures for electronic provision have been sent out irrespective of any requests forpaper-based documents.)
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 General Meeting of Shareholders, you may exercise your voting
rights in writing (by mail) or via the Internet. After reviewing the attached 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 24, 2023 (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 25, 2023 at 3:00 p.m. (Reception opens at 2:00 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. The Business Report and the Consolidated Financial Statements for the 73rd fiscal
year (from March 1, 2022 to February 28, 2023), 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 73rd fiscal year (from March 1,2022 to February 28, 2023)
Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:

Election of Ten (10) Directors
Election of One (1) Audit & Supervisory Board Member
Revision of Details of Performance-Linked and Share-Based
Compensation for Directors

2

4. Matters to be determined upon convocation
For details on the exercise of voting rights, please refer to the information below and on
page 4.
(1) If neither approval nor disapproval of each proposal is indicated in writing (by mail)on the voting form, the Company will deem that you indicated your approval of 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 (by mail).
(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 of proxy.
(5) If you wish to make a diverse exercise of your voting rights, please advise us threedays prior to the Annual General Meeting of Shareholders, stating your reasons
therefor.

 When you attend the General Meeting of Shareholders, you are kindly requested tosubmit the voting card at the reception.
 Shareholders attending the meeting might be asked to wear a mask when inside thevenue. If future developments necessitate a major change in the way the general
meeting of shareholders will be run, shareholders will be informed via the Company’s
website.
 Even though measures for electronically providing materials for the meeting have been
adopted, the Company has sent out documents as usual, regardless of any requests forpaper-based documents. Please note that the Company plans to suitably inform
shareholders about the materials for all subsequent meetings as soon as it has decided
on how the materials will be sent out.
 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 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: Election of Ten (10) Directors
The terms of office of all ten Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of ten Directors.
The candidates for Director 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

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

Outside Director

Reelection, Outside, Independent

9

Tatsuhiro Matsuoka

Outside Director

Reelection, Outside, Independent

10

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[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 19 of this notice for a skills matrix of Directors and Audit & Supervisory Board Members in
the event that Proposal 1 and Proposal 2 are approved and adopted as originally proposed.

5

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

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

Michio Fukuda(July 10, 1946)

May 2010

Representative Director, Chairman & President of POINT
INC.

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

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

Attendance at
Apr. 2021
Board of Directors
meetings
14/15
May 2021

Number of theCompany’s
Shares Owned

1,059,040

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.
(present)
Representative Director and Chairman of the Company(present)

Significant concurrent positions outside the Company
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.

6

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

Oct. 2017
Tenure as Director
11 years and 8
Mar. 2018
months (at theconclusion of this May 2019
General Meeting of
Shareholders)Feb. 2020
Attendance at
May 2021
Board of Directors
May 2022
meetings
15/15

Number of theCompany’s
Shares Owned

27,776

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.

7

No.

Name
(Date of Birth)

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.

Mar. 2016

Senior Executive Officer, Executive General Manager ofSales Headquarters of the Company

Masayuki Kindo Mar. 2018
(December 5, 1967)

Senior Executive Officer, Executive General Manager ofManagement Headquarters of 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.

<Reelection>

3

Career Summary, and Positions and Responsibility in the Company

Tenure as Director
5 years (at theconclusion of this
General Meeting of
Shareholders)
Attendance atBoard of Directors May 2018
Aug. 2019
meetings
15/15
May 2021

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

Jan. 2023

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

Mar. 2023

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

Number of theCompany’s
Shares Owned

12,200

Director of the Company
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.
Director and Chairman of BUZZWIT Co., Ltd.
Director of Adastria (Thailand) 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.

8

No.

Name
(Date of Birth)

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)<Reelection>
Yoshiaki Kitamura(January 25, 1976)

4

Tenure as Director
May 2019
4 years (at theconclusion of this Aug. 2019
General Meeting ofMay 2021
Shareholders)Feb. 2022
Attendance atBoard of Directors
meetings
15/15
Jan. 2023

Number of theCompany’s
Shares Owned

11,806

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

9

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

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
6 years (at the
May 2018
conclusion of this May 2019
General Meeting of
Nov. 2021
Shareholders)Number of theCompany’s
Shares Owned

208,124

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.

10

No.

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

6

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

Jun. 2022

Outside Director of Yakult Honsha Co., Ltd. (present)

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company
Professor of the Graduate School of Business Administration of Hitotsubashi University
Outside Director of Yakult Honsha Co., Ltd.

Tenure as outside
Director
9 years and 8months (at theReasons for nominating the candidate as outside Director and overview of expectedconclusion of this roles
General Meeting ofSatoshi Akutsu has been nominated as a candidate for outside Director, although the
Shareholders)candidate 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
Attendance atBoard of Directors due to the candidate’s many achievements as a marketing specialist and with the
expectation that the candidate would provide useful advice and more in relation to themeetings
Company’s overall marketing business and the management of the Company can benefit
15/15
from this advice, with a focus on business development strategies. Accordingly, theCompany 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.

11

No.

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company
Apr. 1981<Reelection><Outside><Independent>
Hiromi Horie(June 19, 1956)

7

Number of theCompany’s
Shares Owned

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
Directorbelieves that the candidate is qualified for the position due to the candidate’s many
7 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
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 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.

12

No.

Name
(Date of Birth)

Career Summary, and Positions and Responsibility in the Company
Apr. 1991<Reelection><Outside><Independent>

8

Tenure as outside
Director
1 year (at theconclusion of this
General Meeting of
Shareholders)

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)

Koichi Mizutome Oct. 2019
(January 26, 1968) Apr. 2021
May 2022

Number of theCompany’s
Shares Owned–

Chairman of Akindo Sushiro Co., Ltd. (present)
Chairman and Director of Kyotaru Co., Ltd. (present)
Outside Director of the Company (present)

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

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’sAttendance atBoard of Directors rich experience and insight gained through experience in business transformation at a
meetings
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,
10/11
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
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 of the Articles of Incorporation, the Company has entered 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. If the candidate isreelected, the Company will continue the agreement with the candidate.

13

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

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
Tatsuhiro Matsuoka(August 6, 1972) May 2022

9

Tenure as outside
Director
1 year (at theconclusion of this
General Meeting of
Shareholders)Oct. 2022

Number of theCompany’s
Shares Owned–

Senior Executive Officer of SIGMAXYZ Inc.
Outside Director of the Company (present)
Managing Executive Officer of Rise Consulting
Group,Inc. (present)

Significant concurrent positions outside the Company
Managing Executive Officer of Rise Consulting Group,Inc.

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’sAttendance atBoard of Directors 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
meetings
corporation (IT consulting) and with the expectation that these assets can benefit the
11/11
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
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 of the Articles of Incorporation, the Company has entered 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. If the candidate isreelected, the Company will continue the agreement with the candidate.

14

No.

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

10

Tenure as outside
Director
1 year (at theconclusion of this
General Meeting of
Shareholders)

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–

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.
Attendance atBoard of Directors 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 themeetings
Board of Directors of the Company by supervising and providing advice, etc. on the
11/11
execution 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
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 of the Articles of Incorporation, the Company has entered 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. 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, 2023.
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.

15

Proposal 2: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Wataru Maekawa will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the Company proposes theelection of one Audit & Supervisory Board Member.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:[Reference] Policy and procedures in determining the candidates for Audit & Supervisory Board Member
The policy and procedures for the Board of Directors in determining the candidates for Audit & Supervisory
Board Member are as follows.
■Policy・ The individuals nominated and elected for Audit & Supervisory Board Member shall be suitably qualified to be
Audit & Supervisory Board Members, shall have independence from the Company, and shall be able to performthe role for the full term of office.
■Procedure
・ Concerning the procedure for nominating and electing candidates for Audit & Supervisory Board Member, theRepresentative Director shall submit an original proposal for candidates, then, after consent has been obtained
from the Audit & Supervisory Board, the final decision regarding nomination is made by the Directors at theBoard of Directors meeting.

[Reference] Skills matrix of Directors and Audit & Supervisory Board Members
Please refer to page 19 of this notice for a skills matrix of Directors and Audit & Supervisory Board
Members in the event that Proposal 1 and Proposal 2 are approved and adopted as originally proposed.

16

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

Sept. 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

Number of theCompany’s
Shares Owned–

Significant concurrent positions outside the Company
southgate<New election><Outside><Independent>
Kyoko Mogi
(February 1, 1984)

Reasons for nominating the candidate as External Statutory Auditor
Kyoko Mogi has been nominated as a candidate for External Statutory Auditor, although thecandidate 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 the Company, the candidate’s professional view as well as rich experienceand insight of corporate legal affairs as an attorney at law. Accordingly, the Company
proposes the candidate’s election as External Statutory Auditor.
Independence of the candidate
Kyoko Mogi satisfies the requirements for an independent officer as provided for by the
Tokyo Stock Exchange. If the candidate is elected, the Company will appoint the candidate as
an independent officer and notify the exchange to that effect.
Agreement limiting liability
In accordance with provisions of Article 427, paragraph 1 of the Companies Act and Article
34, paragraph 2 of the Articles of Incorporation, the Company will enter into an agreementwith Kyoko Mogi to limit the liability for damages under Article 423, paragraph 1 of theCompanies Act to the extent of the minimum liability amount prescribed under Article 425,
paragraph 1 of the Companies Act.

Notes: 1. The candidate 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,
2023.
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 the election of the candidates for Audit & Supervisory Board Member is approved, thecandidate 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
candidate’s term of office.

17

[Reference] Audit & Supervisory Board Members after elections (scheduled)
Current positions in
the Company

Name

Tsuyoshi Matsuda

Kazuhiko Ebihara

Independent
External

Significant concurrent positions outside theCompany

Standing Statutory
Auditor–External Statutory
Auditor–Yoshiko Hayama

Independent
External

External Statutory
Auditor

Representative of Yoshiko Hayama Certified
Public Accountant OfficeOutside Director of SUGI HOLDINGS CO.,LTD.
Independent Director of Zensho Holdings Co.,Ltd.

Kyoko Mogi

Independent
External

External Statutory
Auditorsouthgate

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. Yoshiko Hayama was elected at the 72nd Ordinary General Meeting of Shareholders held on May 25,
2022. Kazuhiko Ebihara and Yoshiko Hayama were designated independent officers as provided for by the
Tokyo Stock Exchange, to which a notification was made to that effect. There are three External Statutory
Auditors who are independent officers.

18

[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 1 and Proposal 2 are approved and adopted as originally proposed.
Knowledge, experience, and capabilities, etc., of Directors and Audit & Supervisory Board
Members
Corporate
management

MichioFukudaOsamu
KimuraInternal Masayuki
Kindo
Yoshiaki
Kitamura
Director

Taiki Fukuda

Sales/
marketing●●

Product
SCM

Global

IT/DX

●
●

●

●
●

ESG

●

●

●
●

Legal/risk
Finance/manageaccounting
ment

●

●

●

●
●

●

SatoshiAkutsu●●●●Hiromi Horie

●

●

●

●

●

●

●

●

●

●

●

●

Koichi
Outside Mizutome
Tatsuhiro
Matsuoka
Kazuo
Nishiyama
TsuyoshiInternal
MatsudaAudit &
KazuhikoSupervisoryEbiharaBoard
Outside Yoshiko
MemberHayama

●

●

●

●
●

●

●

●
●

●

Kyoko Mogi

●

●

●

●

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.

19

Proposal 3: 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 residents of 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, and the72nd Ordinary General Meeting of Shareholders held on May 26, 2022.
The three fiscal years (from the fiscal year ended February 28, 2021 to the fiscal year ended
February 28, 2023) covered by the Plan have now ended, however, the Company new seeks
approval to partially revise the details of the Plan for the purpose of having it continue beyond
the fiscal year ending February 29, 2024.
The revision of the Plan is based on the “Policy on Determination of Details of Compensationof Individual Directors,” the overview of which is provided on page 40 of this notice (inJapanese only), and aims to further heighten the awareness of Directors toward contributing
to improving the Company’s operating performance and to increasing corporate value overthe medium and long term, and the Company believes it reasonable to adopt this Plan.
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 policy on determination of details of compensation of individual Directors so as to alignwith the approved details.
The number of Directors eligible for the Plan after the revision is five provided that Proposal
1 “Election of Ten (10) Directors” is approved as originally proposed.
2. Details, etc. of the Plan revision
The Company would like to partially revise the details of the previous Plan for the purpose of
having it continue. The changes apply to the parts of the Plan that relate to the timing of thedelivery and payment (hereinafter, “Delivery, etc.”) of the Company’s shares to Directors andthe method of calculating the amount of money equivalent to the Company’s shares acquired
by Directors and converted into cash (hereinafter, “the Company’s Shares, etc.”).
3. Details, etc. of the Plan after amendment(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) Method of Calculating the Number of the Company’s Shares, etc. to be Acquired by
Directors
The number of the Company’s Shares, etc. for Delivery, etc. to Directors is decided based20

on points awarded at a certain time every year according to their position and operating
performance in each fiscal year (year-on-year change in net sales and degree of operating
income and operating margin achieved versus Company targets in the Fiscal Year
Applicable for Assessment).
Primarily for the purpose of further improving corporate value over the medium-to-longterm and enhancing shareholder value, the method of calculating the number of theCompany’s Shares, etc. for Delivery, etc. to Directors will now be amended so that the
number is decided based on points awarded according to the year-on-year change in net
sales and the degree of achievement versus the operating margin—both of which are also
numerical targets in the medium-term management plan—as well as the result ofcomparing total shareholder return as an indicator of share price valuation with growth in
the Tokyo Stock Price Index (TOPIX). 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. for every point according to the percentage of increaseor decrease.
● Details of the revision (Underlined parts are amended.)Item
Method of
Calculating the
Number of theCompany’s Shares,
etc. to be Acquired
by DirectorsBefore revisionTerms vary in accordance with theyear-on-year change in net sales anddegree of achievement versus thetargets of operating income andoperating margin.

The number of shares is determinedwithin the range of 0 to 200%.

After revision
・ Terms vary in accordance with theyear-on-year change in net sales anddegree of achievement versus thetargets of operating margin, as wellas the result of comparing theCompany’s TSR with growth in theTokyo Stock Price Index (TOPIX).
・ The number of shares is determinedwithin the range of 0 to 200%.

(3) Timing of Delivery, etc., of the Company’s Shares, etc., to Directors
In the current Plan, Directors were able to take Delivery, etc. of the Company’s Shares,
etc. after one year had elapsed from the beginning of each Fiscal Year Applicable forAssessment, but in order to further raise awareness of the need to align interest value withthose of shareholders over the longer term, the Company will now make an amendment
to the timing of Delivery, etc. so that Directors can take Delivery, etc. of the Company’s
Shares, etc. when stepping down from office.

21

● Details of the revision (Underlined parts are amended.)
Item

Before revision
After one year has elapsed as reckoned
from the beginning of each Fiscal Year
Applicable for Assessment. However,
the Company’s shares acquired throughthe Plan shall be held continuously by
Directors for a period of at least two
years after delivery.

Timing of Delivery,
etc., of theCompany’s Shares,
etc., to Directors(Other items)

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

Points for the Fiscal Year Applicable forAssessment that have ended on February
28, 2023, before this amendment, shallbe awarded after one year has elapsed as
reckoned from the beginning of the
Fiscal Year Applicable for Assessment.
However, the Company’s shares shall beheld continuously by Directors for aperiod of at least two years after
delivery.

There have been no other changes to the Plan.

● Key points of the Plan as approved by the 66th Ordinary General Meeting of
Shareholders, 70th Ordinary General Meeting of Shareholders and 72nd Ordinary
General Meeting of Shareholders
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

Contents
Directors of the Company (excluding outside Directors and those notresidents of 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).

Maximum number of theCompany’s Shares, etc., acquired
by Directors

・ 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)

Voting rights concerning theshares of the Company in theTrust

In order to ensure neutrality toward management, voting rights shall not
be exercised during the trust period.

22