These documents have been translated from Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

NOTICE OF THE 200TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Date and Time:

Wednesday, June 24, 2020 at 10 a.m. Japan time (Reception begins at 9:30 a.m.)

Place:

Marunouchi Hall, seventh floor, Marunouchi Building, located at 2-4-1
Marunouchi, Chiyoda-ku, Tokyo, Japan
Please note that no souvenirs or coffee will be provided at this general meeting.

Proposals to be resolved:
Proposal No. 1: Election of Four (4) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Proposal No. 2: Election of Four (4) Directors Serving as Audit and Supervisory Committee
Members
Contents:
Convocation Notice ...................................................................................................................... 2
Reference Documents for the General Meeting of Shareholders.................................................. 5
Consolidated Financial Statements ............................................................................................. 14
Non-Consolidated Financial Statements ..................................................................................... 16

Daitobo Co., Ltd.
(Securities Code 3202)

1

Dear Shareholders,
We would like to give our utmost gratitude to our shareholders for their daily support.
We present this notice of convocation for our 200th Annual General Meeting of Shareholders for yourperusal.
In the fiscal year under review, in the first half, the Japanese economy continued to recover moderately as
the employment and income environment improved, and there were positive effects from various government
policies. However, the consumption tax hike in October 2019 had negative effects, and the COVID-19
outbreak in the fourth quarter caused the business environment to deteriorate rapidly, resulting in a harshenvironment. The world economy was also heavily hit by the outbreak.
Amid such conditions, the Company Group steadily made progress in its efforts under the “Get Ahead of
the Future mid-term management policy” launched in the previous fiscal year.
In the commercial facility business, we completed the construction (Stage 4 Development) to expand andrenew “SUN TO MOON Kakitagawa,” a leading commercial facility in Shizuoka Prefecture, and opened“SUN TO MOON Oasis,” a new mall with 33 shop tenants on March 10, 2020. The mall’s opening was
accompanied by bustling activity as there were more visitors than we had expected, and the Company Group
operated the mall with a strong sense of mission, to protect the lifeline of the region amid the COVID-19
crisis. In the health care business, we focused on creating a greater synergistic effect through the health carebusiness we acquired at the end of the previous fiscal year from WATEX Co., Ltd. Furthermore, at the end of
the fiscal year, we strove to secure commercial opportunities through items used to prevent COVID-19
infections, including antibacterial materials and masks. In the textile and apparel business, although we
struggled due to the consumption tax hike and effects of the COVID-19 outbreak, we continued to work on
profitability improvement activities.
As a result, we achieved a feat: for the first time in 13 fiscal years, segment sales were in the black for all
the business segments.
Regarding the consolidated financial results forecast for the next fiscal year, upon careful consideration of
the current circumstances with the COVID-19 outbreak, we have deemed that it is difficult to make any
reasonable calculations at present. Going forward, when it is possible to make reasonable calculations, weshall disclose the forecast promptly, and we appreciate your understanding on this matter.
While the Company Group will strive to discover new business opportunities in a world of the “newnormal” after the COVID-19 outbreak ends, to achieve sustainable growth and enhance corporate value overthe mid- to long-term, the Company Group will also continue to formulate an optimal plan and implement it.
We sincerely appreciate our shareholders’ continued support and understanding, and humbly request for yourencouragement in our future endeavors.
Kazuhiro Yamauchi
President and Representative Director
Daitobo Co., Ltd.

2

(Securities Code 3202)
June 9, 2020
To Shareholders with Voting Rights:
Kazuhiro Yamauchi
President and Representative Director
Daitobo Co., Ltd.
1-6-1 Nihonbashihon-cho, Chuo-ku,
Tokyo, JapanNOTICE OF
THE 200TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
The 200th Annual General Meeting of Shareholders of Daitobo Co., Ltd. (the “Company”) and its
subsidiaries (collectively, the “Group”) will be held for the purposes as described below.
Under normal circumstances, we would invite all shareholders to attend the meeting and provide areport directly in person. However, this year, from the perspective of COVID-19 prevention, we strongly
suggest that you refrain from attending the meeting, and instead, exercise your voting rights in writingor via the Internet. Please take our suggestion into consideration, and we appreciate yourunderstanding on this matter.
When exercising your voting rights in writing or via the Internet, please review the Reference Documents
for the General Meeting of Shareholders (described hereinafter), indicate your vote for or against the proposalon the enclosed Voting Rights Exercise Form and return it, or review the “Instructions for Exercising Voting
Rights via the Internet” (on pages 3 to 4, in Japanese only) and vote via the Internet. In either of the above
cases, please note that for your vote to be valid, it has to be received by 5:25 p.m. on Tuesday, June 23, 2020
Japan time.
1. Date and Time:

Wednesday, June 24, 2020 at 10 a.m. Japan time

2. Place:

Marunouchi Hall, seventh floor, Marunouchi Building, located at 2-4-1
Marunouchi, Chiyoda-ku, Tokyo, Japan(Please see the map to the meeting at the hall at the end of this document for
Directions.)

3. Meeting Agenda:
Matters to be reported: The Business Report, Non-Consolidated Financial Statements, and Consolidated
Financial Statements for the Company’s 200th Fiscal Year (April 1, 2019 March 31, 2020) and results of audits by the Accounting Auditor and the Audit
and Supervisory Committee of the Consolidated Financial Statements
Proposals to be resolved:
Proposal No. 1: Election of Four (4) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Proposal No. 2: Election of Four (4) Directors Serving as Audit and Supervisory Committee
Members○ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
○ Of the documents to be provided with this Convocation Notice, Systems to Ensure the Appropriateness ofCorporate Business Operations and the Status of Operation Thereof, Basic Policy Regarding Control of theCompany, Consolidated Statement of Changes in Equity, Non-Consolidated Statement of Changes in Equity,
Notes to the Consolidated Financial Statements and Notes to the Non-Consolidated Financial Statements3are posted on the Company’s website on the Internet (http://www.daitobo.co.jp/) pursuant to provisions of laws
and regulations as well as Article 16 of the Articles of Incorporation of the Company.
○ Any updates to the Reference Materials for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements, and the Non-Consolidated Financial Statements will be posted on the
Company’s website on the Internet (http://www.daitobo.co.jp/).

4Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Election of Four (4) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The terms of office of all four (4) incumbent Directors (excluding Directors serving as Audit andSupervisory Committee Members) will expire at the conclusion of this year’s General Meeting of
Shareholders. Accordingly, the election of four (4) Directors (excluding Directors serving as Audit andSupervisory Committee Members) is proposed.
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee
Members) are as follows.
Additionally, the nomination of candidates for Directors (excluding Directors serving as Audit andSupervisory Committee Members), is made via resolution of the Board of Directors with reference to theopinions on the selection of candidates contained in reports from the Advisory Committee, composed
primarily of Independent Outside Directors and the President and Vice President, which comprehensively
consider factors such as experience, insight, and abilities as managers.
Furthermore, the Audit and Supervisory Committee has judged that the election of each candidate for
Director is appropriate as they can be expected to contribute to improving corporate value when taking into
account each candidate’s possession of deep specialized knowledge, wealth of experience, and suitability as
Director, in addition to other factors such as the state of business execution and business results for the fiscal
year under review.

5

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company
April 1979

Number ofshares of theCompany held

Joined Mitsui Trust and Banking Company, Limited(currently Sumitomo Mitsui Trust Bank, Limited)
February 2002 General Manager, Personnel Planning Dept. of Chuo
Mitsui Trust and Banking Company, Limited (currently
Sumitomo Mitsui Trust Bank, Limited)
January 2004 General Manager, Osaka Branch Business Dept. II
January 2007 General Manager, Shinjuku Nishiguchi Branch
June 2009
Director and General Manager, Corporate Planning
Division of the Company
August2010
Managing Director and General Manager, Business
Kazuhiro Yamauchi
Management Headquarters, General Manager, Corporate(January 5, 1957)
Planning Division
June 2012
Senior Managing Director and General Manager, Business
Reappointment
79,100Management Headquarters, Deputy General Manager, RealsharesAttendance at
Estate Headquarters, in charge of internal control
meetings of the Board July 2013
Director and Senior Managing Executive Officer, Generalof Directors
Manager, Business Management Headquarters, General1
16 / 16
Manager, Personnel Division, in charge of businessstrategy and internal control
June 2015
President and Representative Director (current post)
Chairman of DAITOBOSHOKU (SHANGHAI)CORPORATION (current post)(to the present)
Significant concurrent positions
Chairman of DAITOBOSHOKU (SHANGHAI) CORPORATION* DAITOBOSHOKU (SHANGHAI) CORPORATION is a wholly owned
subsidiary of the Company.
Reasons for selecting the candidate for Director
As President and Representative Director of the Company, Mr. Kazuhiro Yamauchi has achievements in leading
the overall group with strong leadership and action, and possesses advanced insights and knowledge regarding
overall management based on many years of experience at a financial institution and abundant management
experience at the Company. The Company has determined that he will continue to be essential for the
management of the Company to achieve sustainable growth of the Company and improvement in mid- tolong-term corporate value, and thus proposes his continued appointment as Director of the Company.

6

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company

Number ofshares of theCompany held

April 1990
Joined the Company
September 2010 Accounting Group Leader, Administration Division
June 2012
General Manager, Corporate Planning Division, Business
Shogo Mieda
Management Headquarters(February 12, 1969)
June 2015
Director and Executive Officer, General Manager,
Business Management Headquarters, in charge of internal
Reappointment
23,600controlsharesAttendance atJune 2019
Director and Senior Executive Officer, General Manager,
meetings of the Board
Business Management Headquarters, in charge of internalof Directors
2
control
16 / 16(to the present)
Significant concurrent positions
None
Reasons for selecting the candidate for Director
As Director of the Company, Mr. Shogo Mieda has achievements in supervising overall administration divisions
such as business management and internal control, and has years of experience and deep knowledge regarding
accounting and corporate planning at the Company. The Company has determined that he is essential to achievesustainable growth of the Company and improvement in mid- to long-term corporate value, and thus proposes his
continued appointment as Director of the Company.

7

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company
April 1989
April 2015

Number ofshares of theCompany held

Joined the Company
General Manager, Production Planning and Sales Division,
Apparel, Fashion & Uniforms Business Headquarters
June 2015
Director and Executive Officer, Acting General Manager,
Hiroshige Aoki
Apparel, Fashion & Uniforms Business Headquarters(January 6, 1965)
March 2016
Director and Executive Officer, General Manager,
Apparel,Fashion & Uniforms Business Headquarters
New appointment
8,300
June 2016
Executive Officer, General Manager, Apparel, Fashion &shares
Uniforms
Business
Headquarters
Attendance atmeetings of the Board October 2019 Executive Officer, Deputy Chief of Sales, General
Manager, Textile and Apparel Business Headquarters
of Directors
3
February
2020
Executive Officer, Chief of Sales, General Manager,−
Health Care Business Headquarters (current post)(to the present)
Significant concurrent positions
None
Reasons for selecting the candidate for Director
Mr. Hiroshige Aoki has many years of experience and achievements in the textile and apparel divisions at theCompany. As Director and Executive Officer for a year from 2015 to 2016, and as Executive Officer since 2016,he has been leading the sales and production divisions in many different aspects as an operating officer. The
Company has determined that he is essential to realize future expansion of the Company’s textile and apparelbusiness and health care business that may lead to the sustainable growth of the Company and improvement in
mid- to long-term corporate value, and thus proposes his new appointment as Director of the Company.

8

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company

Number ofshares of theCompany held

April 1976

Joined the Ministry of Labour (currently Ministry of
Health, Labour and Welfare)
Yasunobu Sawada January 1989 Joined A.T. Kearney, Inc. (currently A.T. Kearney K.K.),
assigned to Tokyo Office(January 9, 1953)
October 1997 Director of Practice Management
April 2002
Executive Director of Enterprise IG Japan K.K. (currently
Reappointment
Brand Union/WPP Group)
Outside0
Independent Officer July 2003
Representative Director of VieBrand Consulting Inc.
shares(current post)
Attendance atJune 2015
Outside Director of the Company (current post)
meetings of the Board(to the present)of Directors
Significant concurrent positions
16 / 16
4
Representative Director of VieBrand Consulting Inc.
* No special interest exists between VieBrand Consulting Inc. and theCompany.
Reasons for selecting the candidate for Outside Director
Mr. Yasunobu Sawada has been providing guidance to the management of the Company with on a wide range of
topics based on his deep knowledge and sophisticated insight developed through years of experience in public
administration and management consulting. In addition, he has played a central role in strengthening thesupervisory functions over the Company’s management execution, including serving as the chairperson of theOutside Executive Committee as the Company’s lead Outside Director. The Company has determined that hewill continue to be essential to provide advice regarding the overall business activities and appropriately
supervise the business execution of the Company from a broad and advanced perspective, and thus proposes his
continued appointment as Outside Director. He will have served as an Outside Director for five (5) years at theconclusion of this General Meeting of Shareholders.
(Notes)1. No special interest exists between the Company and any of the candidates for Directors(excluding Directors serving as Audit and Supervisory Committee Members).
2. Furthermore, other matters related to the candidate for Outside Director are as follows:
1) Mr. Yasunobu Sawada is a candidate for Outside Director as stipulated in Article 2, Paragraph
3, Item 7 of the Ordinance for Enforcement of the Companies Act.
2) Mr. Yasunobu Sawada satisfies the Criteria for Independence of Outside Officers set forth by
the Company. The Company has designated him as an independent officer stipulated by the
Tokyo Stock Exchange and Nagoya Stock Exchange, and registered him with the Exchanges.
In the event he is elected and appointed as Director, the Company intends to continue toregister him as an Independent officer.
3) The Company has entered into an agreement with Mr. Yasunobu Sawada to limit his liability
for damages, as stipulated in Article 423, Paragraph 1 of the Companies Act, to the minimum
liability amount set forth in Article 425, Paragraph 1 of the same. In the event he is elected
and appointed as Director, the Company plans to continue a liability limitation agreementwith the same content with him.

9

Proposal No. 2:

Election of Four (4) Directors Serving as Audit and Supervisory Committee Members

The terms of office of all four (4) incumbent Directors Serving as Audit and Supervisory Committee
Members will expire at the conclusion of this year’s General Meeting of Shareholders. Accordingly, theelection of four (4) Directors serving as Audit and Supervisory Committee Members is proposed.
This Proposal has been consented by the Audit and Supervisory Committee.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows:
No.

Name
(Date of birth)
Yuji Kakuma(July 8, 1948)

Career summary, positions and responsibilities at the Company
April 1967
July 2006
June 2007
June 2008
August 2010

Number ofshares of theCompany held

Joined the Company
General Manager, Accounting Division
Director and General Manager, Accounting Division
Reappointment
Director and General Manager, Administration Division
Director and General Manager, Administration Division,
Attendance atBusiness Management Headquarters
meetings of the Board June 2012
Full-time Corporate Auditor
81,000of Directors
June 2016
Director serving as full-time Audit and Supervisory
shares
16 / 16
Committee Member (current post)(to the present)
Attendance at
Significant concurrent positions
meetings of the Audit
Noneand Supervisory1
Committee
13 / 13
Reasons for selecting the candidate for Director
Mr. Yuji Kakuma has long presided over the Company’s Accounting Division and has sufficient specialized
knowledge, in addition to possessing a wealth of experience and advanced insight from many years of service asa Director, Corporate Auditor and Audit and Supervisory Committee Member of the Company. He also fulfilled
his responsibilities as Selected Audit and Supervisory Committee Member of the Audit and Supervisory
Committee at an outstanding level. His term of office as a Director serving as Audit and Supervisory Committee
Member will be four (4) years at the conclusion of this General Meeting of Shareholders.
In order to continue utilizing his many years of experience in the Company’s overall operations, and continue
receiving his advice regarding management as a whole by allowing him to fulfill his role in the Audit andSupervisory Committee at a high level, the Company proposes his continued appointment as Director serving as
Audit and Supervisory Committee Member.

10

No.

Name
(Date of birth)
Haruki Iinuma(April 19, 1948)

Career summary, positions and responsibilities at the Company

Registered as an attorney
Established IINUMA LAW OFFICE (current position)
Outside Corporate Auditor of the Company
Reappointment
Director serving as Audit and Supervisory Committee
OutsideMember (current post)
Independent Officer(to the present)
Significant concurrent positions
Attendance at
Director of IINUMA LAW OFFICE
meetings of the Board* No special interest exists between IINUMA LAW OFFICE and theof Directors
Company.
16 / 16

Number ofshares of theCompany held

April 1976
April 1978
June 2011
June 2016

0sharesAttendance atmeetings of the Audit
and Supervisory
Committee
13 / 13
Reasons for selecting the candidate for Outside Director
Mr. Haruki Iinuma is well versed in corporate legal affairs from his many years of experience as an attorney, andutilizes his specialized knowledge and advanced insight concerning management to provide appropriate advice
and supervision in regard to the Company’s management. His term of office as an Outside Director serving as
Audit and Supervisory Committee Member will be four (4) years at the conclusion of this General Meeting of
Shareholders.
In order to continue receiving his advice regarding the business activities of the Company as a whole, including
the legal aspect, from an objective, broad, and advanced perspective, the Company proposes his continued
appointment as Outside Director serving as Audit and Supervisory Committee Member.
September 2001 Joined Shin Nihon & Co. (currently Ernst & Young
ShinNihon LLC)
Takashi Kagami
July
2005
Registered as a certified public accountant(December 19, 1976)
August 2006
Joined Certified Public Tax Accountants’ Co. Takano
Sogo Accounting Firm and Takano Sogo Consulting Co.
Reappointment(concurrent)
OutsideNovember
2013
Registered as a licensed tax accountant
Independent Officer
Partner of Certified Public Tax Accountants’ Co. Takano
Sogo Accounting Firm (current post)
Attendance at
5,600
meetings of the Board June 2016
Director serving as Audit and Supervisory Committee
sharesof Directors
Member of the Company (current post)
16 / 16
December 2017 Representative Director of Takano Sogo Consulting Co.
(current post)
Attendance at(to the present)
3 meetings of the Audit Significant concurrent positions
and Supervisory
Partner of Certified Public Tax Accountants’ Co. Takano Sogo Accounting
Committee
Firm
13 / 13
Representative Director of Takano Sogo Consulting Co.
* No special interest exists between the above companies and the Company.
Reasons for selecting the candidate for Outside Director
Mr. Takashi Kagami is well versed in accounting and taxes, including gaining experience in a major auditing
firm, and serving as representative of a company as a specialist in taxation and management consulting, and heutilizes his specialist knowledge and insight regarding business management to provide appropriate advice andsupervision in regard to the Company’s management. His term of office as an Outside Director serving as Audit
and Supervisory Committee Member will be four (4) years at the conclusion of this General Meeting of
Shareholders.
In order to continue receiving his advice regarding the business activities of the Company as a whole, including
the accounting and taxes aspects, from an objective, broad, and advanced perspective, the Company proposes his
continued appointment as Outside Director serving as Audit and Supervisory Committee Member.

2

11

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company

Number ofshares of theCompany held

April 1977

Joined Sumitomo Marine & Fire Insurance Co., Ltd.
(currently Mitsui Sumitomo Insurance Company, Limited)
April 2003
General Manager, Nursing Care & Service Office of Mitsui
Sumitomo Insurance Company, Limited
Reappointment
April 2006
President and Representative Director of American
OutsideAppraisal Japan Co., Ltd.
Independent Officer April 2008
General Manager, Risk Management Division of Mitsui
Sumitomo Insurance Company, Limited
Attendance at
October 2010 General Manager, Corporate Risk Management Dept. of
7,800
meetings of the Board
sharesMS&AD Insurance Group Holdings, Inc.
of Directors
April 2013
Fixed-term employee, Corporate Risk Management Dept.
16 / 16of MS&AD Insurance Group Holdings, Inc.
March 2016Retired from MS&AD Insurance Group Holdings, Inc.
Attendance at
4
June
2016
Director
serving as Audit and Supervisory Committee
meetings of the Audit
Member of the Company (current post)
and Supervisory(to the present)
Committee
13 / 13Significant concurrent positions
None
Reasons for selecting the candidate for Outside Director
Mr. Shusaku Okumura has experience as a manager in nursing care related business at a major domestic non-life
insurance company and as a manager of the Japanese arm of an American company, in addition to a wealth ofoperational experience relating to internal control, and provides appropriate advice and supervision in regard to
the Company’s management. His term of office as an Outside Director serving as Audit and Supervisory
Committee Member will be four (4) years at the conclusion of this General Meeting of Shareholders.
In order to continue utilizing his wealth of experience and receiving his advice regarding the business activitiesof the Company as a whole from an objective, broad, and advanced perspective, the Company proposes his
continued appointment as Outside Director serving as Audit and Supervisory Committee Member.
(Notes) 1. No special interest exists between the Company and any of the candidates for Directors serving
as Audit and Supervisory Committee Members.
2. Furthermore, other matters related to candidates for Outside Directors are as follows.
1) Messrs. Haruki Iinuma, Takashi Kagami, and Shusaku Okumura are candidates for Outside
Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of
the Companies Act.
2) Messrs. Haruki Iinuma, Takashi Kagami, and Shusaku Okumura satisfy the Criteria for
Independence of Outside Officers set forth by the Company. The Company has designatedthe above three (3) persons as independent officers stipulated by the Tokyo Stock Exchange
and Nagoya Stock Exchange, and registered them with the Exchanges. If the above three (3)persons are elected and appointed as Directors, the Company intends to continue to registerthem as independent officers.
3) The Company has entered into an agreement with Messrs. Haruki Iinuma, Takashi Kagami,
and Shusaku Okumura to limit their liability for damages, as stipulated in Article 423,
Paragraph 1 of the Companies Act, to the minimum liability amount set forth in Article 425,
Paragraph 1 of the same. In the event the above three (3) persons are elected and appointed as
Directors, the Company intends to continue liability limitation agreements with the samecontent with them.
Shusaku Okumura(June 16, 1952)[Opinion of the Audit and Supervisory Committee]
The Audit and Supervisory Committee has carefully considered the election of Directors of the Company,
including confirming the discussions of the Advisory Committee. The Audit and Supervisory Committee
has judged that the procedures for nomination when electing Directors are appropriate, and that eachcandidate is suitably qualified as a Director of the Company, as a result of comprehensively considering
each candidate’s experience, insight, and ability as a manager, taking into account the status of businessexecution and business performance this fiscal year, the status of discussions in the Board of Directors, thecandidates’ backgrounds thus far, and other factors.

12

(Reference)[Policy on the Election of Directors of the Company]
The Company selects candidates with the prerequisite that they possess a high level of expertise, andqualities and insight as a manager, taking into account business scale, business scope, and other factors, withthe requirement that the number of candidates is within the limits of the number of Directors stipulated in
the Articles of Incorporation. In addition, the Company elects candidates for Independent Outside Director
who possess a high level of insight and will supervise management, etc. from an objective standpoint andprovide views and advice that will contribute to enhancing corporate value. On the other hand, the Company
has introduced an Executive Officer System, thereby clarifying the responsibility of supervising
management and the responsibility of business execution. In addition, in June 2016, the Company
transitioned to a company with an Audit and Supervisory Committee. Through above initiatives, the basic
approach of the Board of Directors is to create a system that is capable of supervising management
efficiently and effectively. Furthermore, the Company shall elect at least one (1) Director Serving as Audit
and Supervisory Committee Member with a sufficient knowledge of finance and accounting.
[Procedures for the Election of Directors of the Company]
The nomination of candidates for Director (excluding Directors serving as Audit and Supervisory
Committee Members) and Directors serving as Audit and Supervisory Committee Members shall be
determined by resolution of the Board of Directors, with reference to views regarding the candidates
reported by the Advisory Committee, which mainly comprises Independent Outside Directors and includes
the President and Vice President, comprehensively considering candidates’ experience, insight, ability, etc.
as a manager.
[Criteria for Independence of Outside Directors of the Company]
If the Board of Directors of the Company judges that an Outside Director does not fall under any of thefollowing items, he or she shall be considered independent.
1) An executing person of the Company or its subsidiaries, either currently or in the past2) A major shareholder of the Company (refers to a shareholder with a voting rights ownership ratio of
10% or more) or an executing person thereof, either currently or in the past five (5) years
3) A party whose major business partner is/was the Company (refers to a party for whom sales to theGroup account for 2% or more of the consolidated net sales of the business partner in any of the past
three (3) fiscal years) or an executing person thereof, either currently or in the past five (5) years
4) A party who is/was a major business partner of the Company (refers to a party who accounts for 2%
or more of the Group’s consolidated net sales in any of the past three (3) fiscal years) or an
executing person thereof, either currently or in the past five (5) years5) An executing person of a major lender to the Company (refers to a financial institution that theGroup borrows from, and whose total outstanding lending to the Group exceeds 10% of the Group’s
total outstanding borrowing at the end of the most recent fiscal year), either currently or in the past
five (5) years
6) A consultant, an accounting professional, or a legal professional receiving a significant amount(refers to an amount exceeding 10 million yen in any of the past three (3) fiscal years) of money orother assets from the Company other than executive remuneration
7) An executing person of a body receiving (or making) a donation or aid of a significant amount(refers to an amount exceeding 10 million yen in any of the past three (3) fiscal years) from (to) the
Company8) An executing person of a party which has a mutual relationship with the Company through outside
officers9) A spouse, a relative within two degrees of kinship, or a cohabiting relative of an individual who has
fallen under any of criteria 1 through 810) A person whose total term of office as Outside Director exceeds eight (8) years.

13Consolidated Balance Sheet(As of March 31, 2020)
Description

Amount(Assets)
Current assets
Cash and deposits
Notes and accounts
receivable-trade
Inventories
Other
Allowance for doubtful accounts

Description(Thousands of yen)Amount(Liabilities)
3,017,079

Current liabilities

1,329,089
700,027
676,797
313,104(1,940)9,601,843

Notes and accounts payable-trade402,491

Short-term loans payable
Income taxes payable
Provision for bonuses
Provision for shareholder benefit
program

8,400,992
657
38,034

Other

Non-current assets

19,355,991

Property, plant and equipment

18,752,392

Buildings and structures

9,247,437

Long-term loans payableLand

9,268,089

Lease obligations

Non-current liabilities

19,000740,667
8,352,014
3,700,014
82,515

Leased assets

100,439

Guarantee deposits received

Other
Intangible assets
Goodwill

136,427
214,793
185,706

Deferred tax liabilities for land
revaluation
Provision for environmental measures

Other

29,087

Net defined benefit liability

306,565

Investments and other assets

388,805

Asset retirement obligations

54,154

Investment securities

301,329

Other

71,280Total liabilities

1,624,773
2,476,495
36,215

17,953,857

Claims provable in bankruptcy,
claims provable in rehabilitationand other

83,256

Deferred tax assets

13,261

Capital stock

100,000

Other

70,986

Retained earnings(194,441)

Allowance for doubtful accounts(80,028)

Treasury shares(9,781)(Net assets)
Shareholders’ equity

Accumulated other comprehensive
incomeValuation difference on
available-for-sale securities(50,052)(112,921)

Revaluation reserve for land

4,664,864

Subscription rights to shares
22,373,071

4,504,402

Deferred gains or losses on hedges
Foreign currency translation adjustment

Total assets(104,223)

2,511
19,034

Total net assets

4,419,213

Total liabilities and net assets

22,373,071

14

Consolidated Statement of Income(April 1, 2019 - March 31, 2020)(Thousands of yen)
Description

AmountNet sales

4,819,101

Cost of sales

3,486,551

Gross profit

1,332,550

Selling, general and administrative expenses

925,336

Operating income

407,213

Non-operating income
Interest income

50

Dividend income
Share of profit of entities accounted for using
equity method
Other

6,233
3,424
23,70633,414Non-operating expenses
Interest expenses

204,339

Other

8,021

Ordinary income

212,360
228,267

Extraordinary losses
Provision for environmental measures

36,215

Profit before income taxes

36,215
192,051

Income taxes-current

2,738

Income taxes-deferred

113,506

116,245

Profit

75,806

Profit attributable to owners of parent

75,80615

Non-Consolidated Balance Sheet(As of March 31, 2020)
Description(Assets)
Current assets
Cash and deposits
Notes receivable-trade
Accounts receivable-trade
Inventories
Other
Allowance for doubtful accounts

AmountDescription

2,254,551
682,415
276,862
378,729
653,463
265,019(1,940)Non-current assets
Property, plant and equipment
Buildings and structures
Land
Leased assets
Other
Intangible assets
Goodwill
Other
Investments and other assets
Investment securities
Shares and investments in capitalof subsidiaries and associates

19,562,543
18,948,780
9,246,744
9,470,591
100,439
131,005
214,716
185,706
29,010399,045
214,487

Long-term loans receivable

181,800

104,629(Liabilities)
Current liabilities
Notes payable-trade
Accounts payable-trade
Short-term loans payable
Income taxes payable
Provision for bonuses
Provision for shareholder benefit
program
Other
Non-current liabilities
Long-term loans payable
Lease obligations
Guarantee deposits received
Deferred tax liabilities for land
revaluation

9,108,123
163,370
244,635
8,400,992
587
29,83019,000249,706
8,252,729
3,700,014
82,515
1,551,913
2,476,495

Provision for environmental
measures
Provision for retirement benefits
Asset retirement obligations

287,338
46,956

Other

71,280Total liabilities

36,215

17,360,852(Net assets)

Claims provable in bankruptcy,
claims provable inrehabilitation and other

83,256

Deferred tax assets
Other
Allowance for doubtful accounts

9,547
67,354(262,028)

Total assets(Thousands of yen)Amount21,817,095

16

Shareholders’ equity
Capital stock
Retained earnings
Other retained earnings
Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments
Valuation difference on
available-for-sale securities
Deferred gains or losses onhedges
Revaluation reserve for land
Subscription rights to shares
Total net assets
Total liabilities and net assets(64,682)
100,000(157,462)(157,462)(157,462)(7,219)4,501,890(50,052)(112,921)
4,664,864
19,0344,456,242
21,817,095

Non-Consolidated Statement of Income(April 1, 2019 - March 31, 2020)(Thousands of yen)
Description

AmountNet sales

3,880,198

Cost of sales

2,584,668

Gross profit

1,295,529

Selling, general and administrative expenses

880,803

Operating income

414,726

Non-operating income
Interest income

907

Dividend income of subsidiaries and associates

100,000

Dividend income

6,233

Reversal of allowance for doubtful accounts

200

Other

5,341

112,682

Non-operating expenses
Interest expenses

204,339

Other

7,979

Ordinary income

212,318
315,089

Extraordinary losses
Provision for environmental measures

36,215

Profit before income taxes

36,215
278,874

Income taxes-current

587

Income taxes-deferred

113,825

Profit114,413
164,46017