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 199TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Date and Time:

Tuesday, June 25, 2019 at 10 a.m. Japan time

Place:

Marunouchi Hall, seventh floor, Marunouchi Building, located at 2-4-1
Marunouchi, Chiyoda-ku, Tokyo, Japan
Please note the venue for the meeting has changed this year.

Proposals to be resolved:
Proposal: Election of Four (4) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)Contents:
Convocation Notice ...................................................................................................................... 3
Reference Documents for the General Meeting of Shareholders.................................................. 4
Consolidated Financial Statements ............................................................................................... 9
Non-Consolidated Financial Statements ..................................................................................... 11

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 199th Annual General Meeting of Shareholders for yourperusal.
In the fiscal year under review, the Japanese economy continued to recover moderately as the employment
and income environment improved together with ongoing accommodative monetary policy and the effects ofvarious government policies, despite rising concern about trade friction worldwide.
Amid such conditions, the Company Group continued its efforts under the “Get Ahead of the Future
mid-term management policy” launched in this fiscal year. Through our pillar strategy “investment forgrowth,” we will proceed with construction (Stage 4 Development) to expand and renew “SUN TO MOON
Kakitagawa,” a leading commercial facility in Shizuoka Prefecture, and construction of a new wing iscurrently in progress as planned, following the opening of the annex last fall. Through our pillar strategy“expanding business scale,” we acquired the health care business from Osaka-based WATEX Co., Ltd. at theend of the fiscal year, and rolled out our new company structure. Finally, under our “financial strategy,” wecompleted a capital reduction in August, and partially fixed borrowing rates to prepare for increased
borrowings for Stage 4 Development.
In this environment, although net sales was affected by the severity of the apparel market, performance inthe fiscal year under review featured sales increasing for the first time in six years, with increased sales in thecommercial facility business and the health care business. Furthermore, while there were one-time expenses
related to Stage 4 Development, we recorded increased non-operating income and reduced tax expenses fromthe capital reduction, and profit attributable to owners of parent increased 184.1% year-on-year. As a result, inthe fiscal year under review, the final fiscal year of the Heisei era, we were able to achieve the highest increasein sales and profits since the fiscal year ended March 31, 1989, the first year of the Heisei era.
We released the “Notice of Revision of the Mid-term Management Policy” in the expectation that the profit
forecast in the mid-term management policy will improve in light of the effects of business acquisition andperformance trends in the fiscal year under review.
We would like to express our most sincere gratitude to our shareholders once again since these results areentirely due to your daily understanding and support.
In the fiscal year ending March 31, 2020, we will respond flexibly to changes based on our management
philosophy, “enterprising spirit,” with all officers and employees making efforts as one to undertake the “Get
Ahead of the Future mid-term management policy” in the Company Group’s mission to achieve sustainablegrowth and enhance corporate value over the mid- to long-term. We appreciate our shareholders’ continued
encouragement and support.
Kazuhiro Yamauchi
President and Representative Director
Daitobo Co., Ltd.

2

(Securities Code 3202)
June 4, 2019
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 199TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 199th Annual General Meeting of Shareholders of Daitobo Co., Ltd.
(the “Company”) and its subsidiaries (collectively, the “Group”). The meeting will be held for the purposes as
described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via theInternet. Please review the Reference Documents for the General Meeting of Shareholders (describedhereinafter), indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form,and return it so that it is received by 5 p.m. on Monday, June 24, 2019 Japan time, or, please review the“Instructions for Exercising Voting Rights via the Internet” (on pages 3 to 4, in Japanese only) and votevia the Internet.
1. Date and Time:

Tuesday, June 25, 2019 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 note the venue for the meeting has changed this year.
(Please see the map to the meeting at the hall at the end of this document fordirections.)

3. Meeting Agenda:
Matters to be reported: The Business Report, Non-Consolidated Financial Statements, and Consolidated
Financial Statements for the Company’s 199th Fiscal Year (April 1, 2018 March 31, 2019) and results of audits by the Accounting Auditor and the Audit
and Supervisory Committee of the Consolidated Financial Statements
Proposals to be resolved:
Proposal: Election of Four (4) Directors (Excluding Directors Serving as Audit andSupervisory 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 Statements
are posted on the Company’s website on the Internet (http://www.daitobo.co.jp/) pursuant to provisions of lawsand 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 theCompany’s website on the Internet (http://www.daitobo.co.jp/).
3Reference Documents for the General Meeting of Shareholders
Proposal:

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 ofShareholders. 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 CommitteeMembers) 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 forDirector 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.

4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 ChuoMitsui Trust and Banking Company, Limited (currentlySumitomo 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
65,600Management Headquarters, Deputy General Manager, Realshares
Attendance 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, General
118 / 18Manager, 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 themanagement 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.

5No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company
March 1974
April 2002
April 2004
May 2005
May 2007
October 2011

Number ofshares of theCompany held

Joined the Company
General Manager, Functional Textile Business Division
Deputy General Manager, Textile Business Headquarters
President and Director of Niigata Daitobo Co., Ltd.
President and Director of Daitobo Shinso Co., Ltd.
General Manager, Functional Textile Sales Division, Sales
Headquarters
June2012
Director and General Manager, Functional Textile Sales
Toshiyasu Nomura
Division, Sales Headquarters(February 27, 1952)
June 2013
Vice President and Director
Reappointment
February 2014 Vice President and Director
53,700General Manager, Health Care Business Headquarters
sharesAttendance atJune 2014
Vice President and Representative Director
meetings of the Board
General Manager, Health Care Business Headquartersof DirectorsApril 2015
Vice President and Representative Director
218 / 18
Supervising health care business, textile and apparelbusiness
November 2017 Vice President and Representative Director
General Manager, Health Care Business Headquarters
Supervising textile and apparel business (current post)(to the present)
Significant concurrent positions
None
Reasons for selecting the candidate for Director
As Vice President and Representative Director of the Company, Mr. Toshiyasu Nomura has achievements insupervising overall sales and manufacturing divisions, in addition to a wide network of contacts both inside andoutside of the Company gained through a long career at the Company. The Company has determined that he isessential to realize future business expansion that may lead to the sustainable growth of the Company, andimprovement in mid- to long-term corporate value, and thus proposes his continued appointment as Director ofthe Company.
April 1990
Joined the Company
Shogo Mieda
September 2010 Accounting Group Leader, Administration Division(February 12, 1969) June 2012
General Manager, Corporate Planning Division, Business
Management Headquarters
Reappointment
16,800June 2015
Director and Executive Officer, General Manager,sharesBusiness
Management
Headquarters,
incharge
ofinternal
Attendance atcontrol(currentpost)
meetings of the Board(to the present)of Directors
3
Significant
concurrent
positions
18 / 18
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 hiscontinued appointment as Director of the Company.

6No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company
April 1976

Number ofshares of theCompany held

Joined the Ministry of Labour (currently Ministry ofHealth, 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. (currentlyReappointment
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
18 / 18
4
Representative Director of VieBrand Consulting Inc.
* No special interest exists between VieBrand Consulting Inc. and theCompany.
Reasons for selecting the candidate for Outside DirectorMr. Yasunobu Sawada has been providing guidance to the management of the Company with on a wide range oftopics 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 hiscontinued appointment as Outside Director. He will have served as an Outside Director for four (4) 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 bythe Company. The Company has designated him as an independent officer stipulated by theTokyo 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 liabilityfor 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.

7

(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 Auditand 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) theCompany8) 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.

8Consolidated Balance Sheet(As of March 31, 2019)
Description

AmountDescription(Assets)
Current assets
Cash and deposits
Notes and accounts
receivable-trade
Inventories
Other
Allowance for doubtful accounts(Liabilities)
3,053,350

Current liabilities

1,735,466
652,248
610,845
56,460(1,670)3,750,950

Notes and accounts payable-trade577,915

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

2,374,400
2,716
34,308

Other

Non-current assets

17,799,711

Property, plant and equipment

17,067,530

Buildings and structures

5,882,421

Long-term loans payableLand

9,268,089

Lease obligations

Leased assets(Thousands of yen)AmountNon-current liabilities

28,000733,610
12,793,693
8,311,000
104,361

121,661

Guarantee deposits received

1,567,132

1,762,651
32,707

Deferred tax liabilities for land
revaluation

2,476,495

Intangible assets

204,276

Net defined benefit liability

280,991

Goodwill200,114

Asset retirement obligations

53,712

Construction in progress
Other

Other

4,162

Total liabilities

Investments and other assets

527,904(Net assets)

Investment securities

330,635

Shareholders’ equity

Claims provable in bankruptcy,
claims provable in rehabilitationand other

87,808Deferred tax assets
Other
Allowance for doubtful accounts

126,768
67,135(84,442)

100,000

Retained earnings(270,247)

Treasury shares(9,781)

Accumulated other comprehensive
incomeValuation difference on
available-for-sale securities

4,477,563(18,461)

Deferred gains or losses on hedges(172,806)

Revaluation reserve for land

4,664,864

Subscription rights to shares
20,853,062(180,029)

Capital stock

Foreign currency translation adjustment

Total assets

16,544,644

3,967
10,884

Total net assets

4,308,418

Total liabilities and net assets

20,853,062

9

Consolidated Statement of Income(April 1, 2018 - March 31, 2019)(Thousands of yen)
Description

AmountNet sales

4,496,789

Cost of sales

3,313,581

Gross profit

1,183,208

Selling, general and administrative expenses

855,729

Operating income

327,478

Non-operating incomeInterest income

31

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

5,960
3,968
52,68362,644Non-operating expenses
Interest expenses

120,241

Other

33,177

153,419

Ordinary income

236,704

Profit before income taxes

236,704

Income taxes-current

8,032

Income taxes-deferred(66,201)(58,168)

Profit294,872

Profit attributable to owners of parent

294,872

10Non-Consolidated Balance Sheet(As of March 31, 2019)
Description

AmountDescription(Assets)
Current assets
Cash and deposits
Notes receivable-trade
Accounts receivable-trade
InventoriesOther
Allowance for doubtful accounts

2,336,623
1,206,184
156,582375,570
569,898
30,058(1,670)Non-current assets
Property, plant and equipment
Buildings and structures
Land
Leased assets
Construction in progress
Other

18,011,261
17,265,414
5,881,824
9,470,591
121,661
1,762,651
28,685(Thousands of yen)Amount(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

Provision for retirement benefits
Asset retirement obligations

262,382
46,503

Investments and other assets

541,685

Total liabilities

247,217(Net assets)
Shareholders’ equity
Capital stock
Retained earnings
Other retained earnings
Retained earnings brought
forwardTreasury shares

Long-term loans receivable
Claims provable in bankruptcy,
claims provable inrehabilitation and other

182,000

Deferred tax assets
Other
Allowance for doubtful accounts

123,373
63,100(266,442)

Total assets

87,80820,347,885

11

381,256
12,779,433
8,311,000
104,361
1,578,689
2,476,495

204,161
200,114
4,046

104,629

28,000

Deferred tax liabilities for land
revaluation

Intangible assets
Goodwill
Other
Investment securities
Shares and investments in capitalof subsidiaries and associates

3,313,115
278,190
225,204
2,374,400
293
25,770

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

16,092,548(229,143)
100,000(321,923)(321,923)(321,923)(7,219)4,473,595(18,461)(172,806)
4,664,864
10,8844,255,336
20,347,885

Non-Consolidated Statement of Income(April 1, 2018 - March 31, 2019)(Thousands of yen)
Description

AmountNet sales

3,445,065

Cost of sales

2,326,489

Gross profit

1,118,576

Selling, general and administrative expenses

812,646

Operating income

305,929

Non-operating income
Interest income

989

Dividend income

5,960

Reversal of allowance for doubtful accounts

2,200

Other

42,56551,715Non-operating expenses
Interest expenses

120,241

Other

32,960153,201

Ordinary income

204,443

Profit before income taxes

204,443

Income taxes-current

371

Income taxes-deferred(66,157)

Profit(65,785)
270,229

12