Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 8160)
June 9, 2023
To our shareholders:
Toyonaru UchidaDirector and President
Kisoji Co., Ltd.
18-13, Shirakane 3-chome, Showa-ku, Nagoya-shi

Notice of the 74th Annual General Meeting of Shareholders
We are pleased to announce the 74th Annual General Meeting of Shareholders of Kisoji Co., Ltd. (the “Company”),
which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and has posted theinformation on websites. Please access the following websites to view the information.
The Company’s website:
https://www.kisoji.co.jp/company/ir/stock.html (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/8160/teiji/ (in Japanese)
TSE 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 “Kisoji” in “Issue name (company
name)” or the Company’s securities code “8160” 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 for access” under “[Notice of General Shareholders Meeting/Informational Materials
for a General Shareholders Meeting].”
Instead of attending the meeting in person, you may exercise your voting rights either via the Internet, etc. or inwriting (via postal mail). Please review the attached Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 5:30 p.m. on Tuesday, June 27, 2023 (Japan Standard Time).
1. Date and Time: Wednesday, June 28, 2023, at 10:00 a.m. (Japan Standard Time)
2. Venue:
5th Floor Grand Hall of Nagoya Bankers Association
4-2, Marunouchi 2-chome, Naka-ku, Nagoya-shi
3. Purpose of the Meeting
Matters to be reported
1. Business Report and Consolidated Financial Statements for the 74th Term (from April 1, 2022 to March 31,2023), as well as the results of the audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 74th Term (from April 1, 2022 to March 31, 2023)
Matters to be resolved
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Approval of the Merger Agreement between the Company and DAISYOGUN CO., LTD.
Proposal No. 3:
Amendment to the Articles of Incorporation
Proposal No. 4:
Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 5:
Election of Three (3) Directors Who Are Audit and Supervisory Committee Members-1-

Proposal No. 6:
Proposal No. 7:

Determination of the Amounts of Remuneration, Etc. for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)
Determination of the Amounts of Remuneration, Etc. for Directors Who Are Audit andSupervisory Committee Members-2-

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

Appropriation of Surplus

The Company’s basic policy is to continue delivering stable dividends to its shareholders while striving to enhanceretained earnings for future business development.
In view of this basic policy, the Company proposes the year-end dividends as follows.
Matters related to year-end dividends(1) Type of property distributed as dividends
Cash(2) Matters related to allotment of dividend property to shareholders and their aggregate amount
8 yen per common share of the Company; Aggregate amount: 225,294,160 yen
The annual dividend will be 16 yen per share.
(3) Effective date of dividends of surplus
June 29, 2023

-3-

Proposal No. 2:

Approval of the Merger Agreement between the Company and DAISYOGUN CO., LTD.

The Company and DAISYOGUN CO., LTD., a wholly-owned subsidiary of the Company (hereinafter referred toas “DAISYOGUN”), have resolved to conduct an absorption-type merger in which the Company will be thesurviving company and DAISYOGUN will be the absorbed company at the meetings of their respective Boards of
Directors held on September 22, 2022 (hereinafter referred to as the “Merger”), and concluded a merger agreementon the same day.
Based on the current trial calculation, there is a possibility that the Company may record a merger loss as a result of
the Merger, therefore we request your approval of the merger agreement pertaining to the Merger.
1. Reasons for conducting the Merger
DAISYOGUN has been operating two main barbecue businesses, “DAISYOGUN” and “Kuidon,” in theGroup. Recently, the Company has decided to conduct an absorption-type merger with an aim to increase thespeed of its decision-making, disseminate its decisions, concentrate and streamline its management resources
by integrating the organization.
2. Outline of the merger agreement
The details of the merger agreement concluded between the Company and DAISYOGUN are as follows.
Merger Agreement (Copy)
Kisoji Co., Ltd. (hereinafter referred to as “Kisoji”) and DAISYOGUN CO., LTD. (hereinafter “DAISYOGUN”)
enter into this merger agreement (hereinafter referred to as the “Agreement”) as follows.
Article 1 (Surviving Company and Absorbed Company)
1 Kisoji and DAISYOGUN will merge, whereby Kisoji will be the company surviving the absorption-typemerger and DAISYOGUN will be the company absorbed in absorption-type merger (hereinafter referred toas the “Merger”), and Kisoji will survive by assuming all the rights and obligations of DAISYOGUN, andDAISYOGUN will dissolve.
2 Trade names and addresses of Kisoji and DAISYOGUN are as stated below.
(i) Kisoji (company surviving the absorption-type merger)
Trade name: Kisoji Co., Ltd.
Address: 18-13, Shirakane 3-chome, Showa-ku, Nagoya-shi, Aichi(ii) DAISYOGUN (company absorbed in absorption-type merger)
Trade name: DAISYOGUN CO., LTD.
Address: 33-18, Miyakocho 2-chome, Chuo-ku, Chiba-shi, Chiba
Article 2 (Amendment to the Articles of Incorporation)
Kisoji will not amend its articles of incorporation as a result of the Merger.
Article 3 (Merger without Consideration)
The Merger shall be a merger without consideration because it is between Kisoji which is the wholly-owningparent company and DISYOGUN which is the wholly-owned subsidiary. Upon the merger, Kisoji will not allot ordeliver shares or other monies to the shareholders of DAISYOGUN.
Article 4 (Capital and Reserve, Etc. to Be Increased)
There will be no increase in capital and reserve of Kisoji as a result of the Merger.

-4-Article 5 (Effective Date of Merger)
The effective date of the Merger shall be July 1, 2023. Provided, however, the date may be changed upon
consultation between Kisoji and DAISYOGUN if necessary in the course of merger procedures.
Article 6 (Succession of Corporate Property)
1 Based on the balance sheet as of March 31, 2022 and other calculations as of the said date, DAISYOGUN
will transfer all of its assets, liabilities, rights, obligations and other legal relationships, to which increases
and decreases accrued up to the effective date are reflected, to Kisoji on the effective date of the Merger.
2 DAISYOGUN will prepare financial statements for the period from the day following the day on which
the balance sheet mentioned in Paragraph 1 was created to the day before the effective date, and reportchanges in assets and liabilities to Kisoji.
Article 7 (Employees)
Kisoji will succeed the employees of DAISYOGUN as of the effective date in Article 5. Employees’ years ofservice shall be aggregated using the calculation method of DAISYOGUN, and other details shall be determined by
Kisoji and DAISYOGUN through consultation.
Article 8 (Approval of Merger)
1 Kisoji shall convene a general meeting of shareholders before the day immediately prior to the effective
date, and request for resolution on the approval of the Agreement and matters required for the Merger.
2 DAISYOGUN shall conduct the Merger without obtaining approval by resolution of its general meeting ofshareholders for the Agreement, pursuant to the provisions of Article 784, paragraph (1) of the Companies
Act.
Article 9 (Duty of Care)
Kisoji and DAISYOGUN will execute their businesses and manage and operate their assets with the care of a goodmanager after the conclusion of the Agreement until the effective date, and any acts which have a material impact
on their assets or rights and obligations shall only be taken after consultation between Kisoji and DAISYOGUN.
Article 10 (Changes to the Terms and Conditions, and Cancellation)
Kisoji or DAISYOGUN may, after the conclusion of the Agreement and before the effective date, change the terms
and conditions of the Agreement or cancel the Agreement after mutual consultation, if there has been a materialchange in circumstances upon which the execution of the Agreement is based, such as the status of their assets andliabilities or business conditions, or if it has been discovered that there is a material latent defect.
Article 11 (Effect of the Agreement)
The Agreement will cease to be effective if approval of merger at a general meeting of shareholders of Kisojiprescribed in Article 8, Paragraph 1 or approval of relevant government authorities stipulated by laws andregulations is not obtained.
Article 12 (Agreed Court of Jurisdiction)
Kisoji and DAISYOGUN agree that Nagoya District Court shall be the exclusive agreed court of jurisdiction of
first instance for any conflicts related to the Agreement.

-5-

Article 13 (Good Faith Consultation)
If there is any doubt about matters not stipulated in the Agreement or the interpretation of the provisions of theAgreement, Kisoji and DAISYOGUN shall consult in good faith and promptly resolve the issue.
IN WITNESS WHEREOF, Kisoji and DAISYOGUN shall execute one original of this Agreement by placing theirrespective signatures and seals thereon, and Kisoji shall keep the original and DAISYOGUN shall keep a copy
thereof.
September 22, 2022
Kisoji:DAISYOGUN:

18-13, Shirakane 3-chome, Showa-ku, Nagoya-shi, Aichi
Kisoji Co., Ltd.
Toyonaru Uchida
Representative Director
33-18, Miyakocho 2-chome, Chuo-ku, Chiba-shi, Chiba
DAISYOGUN CO., LTD.
Mitsuhiro Goda
Representative Director

3. Outline of details of matters listed in each item of the provisions of Article 191 of the Regulations for
Enforcement of the Companies Act(1) Particulars regarding the appropriateness of consideration
As the Company owns all of the outstanding shares of DAISYOGUN, the company will not deliverconsideration for the Merger upon the Merger. In addition, the amounts of Company’s capital and reserve
will not change. As DAISYOGUN is a wholly-owned company of the Company, the Company has
determined it to be appropriate.
(2)

Details of the financial statements, etc., of DAISYOGUN for the most recent business year
The details of the financial statements, etc. of DAISYOGUN for the business year ending March 31,
2022 are as stated on the next page onwards.

(3)

Matters concerning disposition, etc. of important properties that occurred after the end of the most recent
business year of the Company and DAISYOGUN
There are no applicable items.

-6-

Financial Statements, Etc., of the Company Absorbed in Absorption-type Merger for the Most Recent Business
Year
Business Report
From April 1, 2021
To March 31, 2022
1. Matters Regarding the Status of the Company(1) Business Progress and Results
During the business year under review, the Japanese economy continued to be greatly affected by the
spread of novel coronavirus (COVID-19) as it had been in the previous business year. The outlook of theeconomy remains uncertain due to issues such as the improvement of the COVID-19 vaccination rate aswell as emergence of new variants of the virus.
The restaurant industry faced shortened business hours, prohibition of alcohol sale and restriction of
alcohol sales hours due to the declaration of a state of emergency and pre-emergency measures. Althoughpre-emergency measures have been lifted in March 2022, the management environment continues to bechallenging as people continue to refrain from dining in a large group or having dinner parties.
In light of these circumstances, the Company is striving to create an environment where customers canenjoy their meal with peace of mind while continuing to implement measures against COVID-19, such as
ensuring that employees wear masks and conduct individual sanitation check, installing alcohol
disinfectant in our restaurants, checking the temperature of customers and employees, and limiting thenumber of tables available.
The Company revised the menu of DAISYOGUN restaurants in July 2021 and the menu of Kuidon
restaurants in November 2021. Furthermore, the Company revised the lunch menu of DAISYOGUN
restaurants in February 2022 to meet the needs of our customers.
With regard to expenses, the Company promoted cost optimization measures in the amount of 80 million
yen during the business year under review as part of its “Minna no Shiawase Project (Happiness For All
Project.)” The prices of beef tongue and other types of meat are soaring and we have been experiencing a
price hike rush for various food products and expendables since the fall of 2021. Amid thesecircumstances, the Company has implemented measures to reduce all reducible costs.
As a result of the above, the Company recorded net sales of 4,848,434 thousand yen, operating loss of
663,264 thousand yen, ordinary profit of 210,211 thousand yen, and profit of 119,855 thousand yen.
(2)

Issued to Be Addressed
Given the fact that it remains unclear as to when the COVID-19 pandemic will end, the Company will
make efforts to maintain and further improve the quality, improve the service level and thereby achieve
the targets for net sales and ordinary profit while continuing to implement infection prevention measures.

(3)

Status of Capital Investment, Etc.
In terms of the expansion of restaurant locations, the Company opened Kuidon Matsudo Higashi Branch(as relocation of Kuidon Matsudo Goko Branch which has been closed) and newly opened
DAISYOGUN Omiya Higashi-guchi Branch in October 2021.
With regard to renovation, the Company renovated Kuidon Naganumahara Branch in July and Kuidon
Omiya Branch in December.

(4)

Status of Financing
The Company procured 300,000 thousand yen to be used for capital expenditure from its parent company,
Kisoji Co., Ltd. in March. As restrictions are placed on the Company’s restaurant operation due to thedeclaration of a state of emergency and pre-emergency measures against COVID-19, its working capitalhas been partially covered with the subsidy for shortened business hours.

-7-

(5)

Status of Assets, Profit and Loss

6th Term
7th Term(9 months)(Business Year 2020/6)(Business Year 2021/3)(Business Year 2022/3)
Net sales
4,742,103 thousand yen
3,665,554 thousand yen
4,848,434 thousand yen
Ordinary profit (loss)(181,251 thousand yen)
45,539 thousand yen
210,211 thousand yen
Profit (loss)(335,884 thousand yen)
(470,366 thousand yen)
119,855 thousand yen
Profit (loss) per share (yen)(10,496 yen)
(14,698 yen)
3,745 yen
Total assets
4,574,357 thousand yen
4,313,155 thousand yen
4,298,204 thousand yen
Net assets
737,565 thousand yen
267,199 thousand yen
387,055 thousand yen(Note) The 6th term was an irregular period due to the change of accounting period (the year-end was changed from June 30 toMarch 31).
Classification

5th Term(6)

Status of Principal Parent Company
The Company is a wholly-owned subsidiary of Kisoji Co., Ltd., therefore one (1) Representative Director
and two (2) Directors are dispatched from Kisoji Co., Ltd. There are no applicable items for subsidiariesof the Company.

(7)

Principal Business
The Company operates 40 restaurants in Chiba, Tokyo, Kanagawa and Saitama. The Company operates
multiple brands including its flagship brand “Yakiniku DAISYOGUN,” and other brands such as“Yakiniku-ya Kuidon,” “Kuidon Shokudo” and “Kushi Sakaba Densuke Honten.”(8)

Status of Restaurants and Employees(i) Head Office and Factory
2-33-18 Miyakocho, Chuo-ku, Chiba-shi(ii) Restaurants (40 restaurants)
DAISYOGUN Restaurants
Chiba Miyakocho Honten
2-32-17 Miyakocho, Chuo-ku, Chiba-shi
Ichihara Branch
121-1 Yawata, Ichihara-shi
Higashi-Funabashi Branch
1-599-2 Hasamacho, Funabashi-shi
Chiba Fujimi Branch
2-5-5 Fujimi, Chuo-ku, Chiba-shi
Yachiyo Midorigaoka Branch
2-1-1 Midorigaoka, Yachiyo-shi
Inage Sonnou Branch170-1 Sonnoucho, Inage-ku, Chiba-shi
Keisei Funabashi Ekimae Branch 4-45-1 Honcho, Funabashi-shi
Sasazuka Branch
1-55-16 Sasazuka, Shibuya-ku, TokyoDAISYOGUN Hanare Omiya 2-27 Daimoncho, Omiya-ku, Saitama-shi
Daimoncho BranchMusashi-Kosugi Branch915-1 Shinmaruko, Nakahara-ku, Kawasaki-shi
Omiya Higashi-guchi Branch
FUJI BUILDING 1F, 1-49 Miyacho, Omiya-ku, Saitama-shi
Kuidon Restaurants
Ichihara Goi Branch5111-2 Goi, Ichihara-shi
Soga Branch
1-10 Imai, Chuo-ku, Chiba-shi
Hanamigawa Branch
2-1 Sakushindai, Hanamigawa-ku, Chiba-shi
Naganumahara Branch
671 Naganumahara, Inage-ku, Chiba-shi
Higashichiba Branch
2-32-5 Higashichiba, Chuo-ku, Chiba-shi
Omiya Branch4-486-3 Sakuragicho, Omiya-ku, Saitama-shi
Ageo Branch
1-5-6 Koizumi, Ageo-shi
Hikifune Branch
1-6-15 Kyojima, Sumida-ku, Tokyo
Wakamatsu Branch2157-1 Wakamatsucho, Wakaba-ku, Chiba-shi
Funabashi Hasama Branch
1-152-3 Hasama, Funabashi-shi
Kamagaya Branch
1-3-38 Higashikamagaya, Kamagaya-shi
AEON TOWN Yukarigaoka
6-12-3 Nishi Yukarigaoka, Sakura-shi
BranchShinyurigaoka Branch
4-15-1 Kamiasao, Asao-ku, Kawasaki-shi
Shonandai Branch
1215 Takakura, Fujisawa-shi-8-

Tsuzuki Branch
Shinjo Branch
Nakahara Branch
Messe Amuse Mall Branch
Plena Makuhari Branch
Urayasu Branch
Soka Branch
Urawa Minami Branch
Funabashi Miyamoto Branch
Minami-Nagareyama Branch
Matsudo Higashi Branch
Izakaya Restaurants
Densuke Honten
Dining Restaurants
C-ONE Branch
Sales of boxed lunch, etc.
Perie Chiba Perichika Branch
Perie Chiba Ekinaka Branch(iii) Status of Employees

13-7 Shineicho, Tsuzuki-ku, Yokohama-shi
1018 Shinjo, Nakahara-ku, Kawasaki-shi
6-18-3 Kamikodanaka, Nakahara-ku, Kawasaki-shi
1-8 Hibino, Mihama-ku, Chiba-shi
2-4 Hibino, Mihama-ku, Chiba-shi
Across Plaza Urayasu Higashino 2F, 3-4-1 Higashino,
Urayasu-shi
2-16-19 Soka, Soka-shi
2-2-15 Tsuji, Minami-ku, Saitama-shi
1-22-8 Miyamoto, Funabashi-shi
201-1 Ki, Nagareyama-shi
2-13-8 Goko, Matsudo-shi
Miyuki Nine Building 1F, 1-9-1 Fujimi, Chuo-ku, Chiba-shi
2-24-1 Fujimi, Chuo-ku, Chiba-shi
1-1-1 Shinchiba, Chuo-ku, Chiba-shi
1-1-1 Shinchiba, Chuo-ku, Chiba-shi

Number of employees
Average age
Average years of service
132
44
6 years and 5 months(Notes) 1. Officers are not included in average age, average years of service and average salary.
2. In addition to the employees listed above, there are 549 part-time employees (on average).

(9)

As of March 31, 2022
Average salary
386 thousand yen

Principle Lenders
As of March 31, 2022
Loan Balance (thousand yen)
1,977,980
300,000
300,000
300,000
2,877,980

Lender
The Chiba Bank, Ltd., Chuo Branch
The Shoko Chukin Bank, Ltd., Chiba BranchJapan Finance Corporation
Kisoji Co., Ltd.
Total(10) Other Matters Regarding the Company
There are no applicable items.
2. Matters Regarding Shares(1) Total number of shares authorized to be issued:(2) Total number of outstanding shares:(3) Number of shareholders:(4) Status of shareholders:Note)

Amounts are rounded down to the nearest thousand yen in this report.

-9-300,000
32,000One (1)
Kisoji Co., Ltd.

Balance Sheet
March 31, 2022
(Unit: yen)
Assets
Account Item
[Current assets]
Cash and deposits
Accounts receivable
Raw materials andsupplies
Other receivable
Other[Non-current assets](Property, plant andequipment)
Buildings
Structures
Tools, furniture andfixturesLand
Leased assets
Construction in progress(Intangible assets)
Goodwill
Other(Investments and otherassets)Leasehold deposits andguarantee deposits
Other

Total assets

Liabilities
AmountAccount Item
960,064,314 [Current liabilities]
390,002,650
Accounts payable
178,663,875
Current portion of longterm borrowings
136,534,593
Lease obligations
185,210,654
Other accounts payable
69,652,542
Income taxes payable
3,338,139,821
Provision for bonuses
Provision for point card
1,805,566,242
certificates
936,976,440
Other
29,162,494[Non-current liabilities]
Long-term borrowings
106,839,284
Lease obligations
598,210,780
Other long-term accounts
116,340,192
payable18,037,052
Asset retirement
1,094,931,003
obligations
1,069,277,151
Deferred tax liabilities
25,653,852
Total liabilities
437,642,576
Net assets
408,712,255
Account Item
[Shareholders’ equity]
28,930,321
Share capital
Capital surplus
Retained earnings
Total net assets
4,298,204,135 Total liabilities and net assets- 10 -

Amount1,217,379,077
174,175,140
490,908,000
75,833,484
308,772,173
60,827,990
17,307,725
55,156,024
34,398,541
2,693,769,446
2,391,072,000
97,508,010
73,386,980
122,473,847
9,328,609
3,911,148,523
Amount387,055,612
50,000,000
1,550,000,000(1,212,944,388)
387,055,612
4,298,204,135

Statement of Income
From April 1, 2021
To March 31, 2022
(Unit: yen)Account Item

AmountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating loss
Non-operating income
Subsidies for employment adjustment, etc.
Subsidies for infection prevention measures, etc.
Other
Non-operating expenses
Interest expenses
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Extraordinary losses
Impairment losses
Loss on retirement of non-current assets
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit

4,848,434,069
1,860,006,398
2,988,427,671
3,651,692,152(663,264,481)
38,322,840
850,685,273
13,580,013
25,699,426
3,412,533

3,557,630
32,842,301
543,369
60,827,990(300,299)- 11 -

902,588,126

29,111,959
210,211,686
3,557,630

33,385,670
180,383,646
60,527,761
119,855,885

Statement of Changes in Equity
From April 1, 2021
To March 31, 2022
(Unit: yen)
Shareholders’ equity
Capital surplus

Share capital
Balance at the beginning of
periodProfitTotal changes during period
Balance at the end of period

50,000,000

1,550,000,000(1,332,800,273)–
50,000,000–
1,550,000,000

119,855,885
119,855,885(1,212,944,388)

Shareholders’ equity
Total shareholders’ equity
Balance at the beginning of
periodProfitTotal changes during period
Balance at the end of period

Retained earnings

Total net assets

267,199,727

267,199,727

119,855,885
119,855,885
387,055,612

119,855,885
119,855,885
387,055,612- 12 -

1. Details of Property, Plant and Equipment and Intangible Assets

Classification

Property, plant andequipment

Balance at the
beginning of
periodType of assets

Classification

Decrease during
the period

Buildings

793,964,371

268,213,292

Structures
Tools, furniture andfixturesLand

23,730,122

8,730,461

67,719,698

76,697,179

598,210,780–

Leased assets

186,240,069

3,921,000

1,651,033

351,615,983

Total

1,671,516,073

709,177,915

Total

1,145,654,091
26,004,872
1,171,658,963–
11,323,841
11,323,841

OtherIntangible assets

Increase during
the period

Goodwill
Other

Type of assets(Unit: yen)
Depreciation/amortization during
the period

25,682,816(25,715,317)
2
5,382,885(4,953,077)–
2,173,907(2,173,907)
334,522,884
367,762,494(32,842,301)–––

99,518,407
3,298,087
32,194,708–
71,646,970
707,080
207,365,252
76,376,940
11,674,861
88,051,801

Accumulated
Carrying amount
Acquisition cost atdepreciation/amort
at the end of
the end of period
izationperiod936,976,440
699,291,761
1,636,268,201
29,162,494
30,877,293
60,039,787

Buildings
Structures
Tools, furniture and106,839,284
338,370,473
445,209,757
Property, plant and fixtures
equipment
Land
598,210,780–
598,210,780
Leased assets
116,340,192
477,748,040
594,088,232
Other
18,037,052
–
–
Total
1,805,566,242
1,546,287,567
3,351,853,809
Goodwill
1,069,277,151
388,659,846
1,457,936,997
Intangible assets
Other
25,653,852
55,909,643
81,563,495
Total
1,094,931,003
444,569,489
1,539,500,492(Note) Figures in parentheses in “Decrease during the period” represent the amounts of impairment losses recorded during the period.

2. Details of Provisions
Account Item
Provision for bonuses

Balance at the beginningof period
11,035,896

Increase during theperiod
17,307,725- 13 -

Decrease during theperiod11,035,896(Unit: yen)
Balance at the end of
period
17,307,725

3. Details of Selling, General and Administrative Expenses(Unit: yen)Account Item
Salaries and allowances
Other salaries
Officers’ remuneration
Bonuses
Legal welfare expenses
Supplies expenses
Utilities expenses
Rent expenses on land and buildings
Commission expenses
Depreciation/amortization
Amortization of goodwill
Other
Total selling, general and administrative
expenses

AmountRemarks
498,603,622
1,114,745,096
68,190,323
27,276,728
106,734,712
199,525,944
175,536,177
553,953,770
169,105,726
195,479,309
76,376,940
466,163,805
3,651,692,152- 14 -

Notes to Financial Statements
From April 1, 2021
To March 31, 2022
1. Notes Regarding Matters Related to Significant Accounting Policies(1) Basis and method for valuation of assets(i) Securities
Other securities
Securities that do not have a market value: Moving average cost method(ii) Inventories:
Last purchase cost method(2) Depreciation method for non-current assets(i) Property, plant and equipment (excluding leased assets)
The straight-line method is applied (however, assets with an acquisition cost of 100,000 yen or
more and less than 200,000 yen are depreciated equally over three years).
(ii) Intangible assets (excluding leased assets)
The straight-line method is applied (however, software (for internal use) is amortized using thestraight-line method over its internally estimated useful lives (five years), and goodwill is equallyamortized over 20 years).
(iii) Leased assets
Lease assets under finance lease transactions which do not transfer ownership to the lessee aredepreciated by the straight-line method using the lease term as useful life and with no residual value.
(3) Recognition criteria for provisions(i) Allowance for doubtful accounts
To provide for losses from the non-payment of accounts and other receivables, an allowance ismade for the amount deemed irrecoverable by considering the collectability of receivables
designated as potentially irrecoverable on an individual basis.
(ii) Provision for bonuses
To provide for the payment of bonuses to employees, an amount corresponding to the estimatedbonus payments for the business year under review is recorded.
(4) Accounting for consumption tax, etc.
Accounting for consumption tax and the local consumption tax is based on the tax-excluded method.
2. Changes in Accounting Policies(Application of Accounting Standard for Revenue Recognition, Etc.)
The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29,
March 31, 2020, hereinafter referred to as the “Revenue Recognition Accounting Standard”), etc. since thebeginning of the business year under review, and it recognizes revenue at the time the control of promised
goods or services is transferred to the customer at the amount expected to be received upon exchange of said
goods or services.
As a result, the Company has changed the method of recognizing revenues from some customers from a grossamount basis to a net amount basis. Furthermore, to provide for the use of points given to customers, theCompany had previously recorded the amount expected to be used in the future as provision and deducted theamount of provision for point card certificates from its net sales, however, the Company has changed themethod to identify points given to customers as performance obligations and allocate the transaction pricebased on a stand-alone selling price calculated by taking into account the points expected to expire in the future.
The impact of these changes on profit and loss of the business year under review was immaterial. The amountcorresponding to the provision for point card certificates previously recorded in current liabilities of thebalance sheet is now included in “Other” as a contract liability in current liabilities.
The Company follows the transitional treatment stipulated in the proviso of paragraph 84 of the Revenue
Recognition Accounting Standard, and as a result of applying the method stipulated in paragraph 86 of the
Revenue Recognition Accounting Standard, there is no impact on the balance of retained earnings at the
beginning of period.

- 15 -

(Application of Accounting Standard for Fair Value Measurement, Etc.)
The Company has applied the “Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30,
July 4, 2019, hereinafter referred to as the “Fair Value Measurement Accounting Standard”), etc. since thebeginning of the business year under review, and prospectively applies new accounting policies prescribed in
the Fair Value Measurement Accounting Standard, etc. in accordance with the transitional treatment stipulated
in paragraph 19 of the Fair Value Measurement Accounting Standard and paragraph 44-2 of the AccountingStandard for Financial Instruments (ASBJ Statement No. 10, July 4, 2019). This has no impact on the financial
statements of the Company.
3. Notes Regarding the Balance Sheet
Accumulated depreciation of property, plant and equipment
1,464,022,067 yen
4. Notes Regarding the Statement of Changes in Equity
Type and number of outstanding shares at the end of the business year under review
Common stock
Total- 16 -

32,00032,000Audit Report
I audited the financial statements and supplementary schedules thereto for the 7th business year from April 1, 2021
to March 31, 2022. and hereby report the method and results of the audit.
Paragraph 33 of the Company’s Articles of Incorporation stipulates that the scope of audits by the Audit &Supervisory Board Members shall be limited to accounting matters, therefore the Audit & Supervisory Board
Members are not authorized to audit the Business Report.
1. Method and Details of Audit
I interviewed Directors and other relevant persons regarding the execution of their duties related to accounting,and inspected important decision-making documents, etc. related to accounting. I also examined accounting
records and related materials, and reviewed the financial statements (Balance Sheet, Statement of Income,Statement of Changes in Equity, and Notes to Financial Statements) and supplementary schedules for thebusiness year under review.
2. Results of Audit
The financial statements and supplementary schedules thereto present fairly, in all material respects, thefinancial position and results of operations of the Company.
May 18, 2022
DAISYOGUN CO., LTD.
Audit & Supervisory Board Member
Yoshinori Hirano (Seal)- 17 -

Proposal No. 3:

Amendment to the Articles of Incorporation

1. Reason for Amendment(1) The Company proposes to transition from a company with an Audit & Supervisory Board to a company
with an Audit and Supervisory Committee, in order to strengthen the supervisory function of the Board of
Directors by including Audit and Supervisory Committee Members, who are responsible for auditing theexecution of duties by Directors and other matters, among members of the Board of Directors, andfurther enhance corporate governance through an even stronger monitoring structure. Accordingly, theCompany proposes to amend the Articles of Incorporation as necessary to transition to a company with
an Audit and Supervisory Committee, including the establishment of provisions pertaining to Directors
who are Audit and Supervisory Committee Members and the Audit and Supervisory Committee, and thedeletion of provisions pertaining to Audit & Supervisory Board Members and the Audit & Supervisory
Board.
(2) The Company also proposes to establish Article 25, Paragraph 1 of the Articles of Incorporation to enable
the Company to waive liabilities of Directors by resolution of the Board of Directors to the extent
permitted by laws and regulations, in order to invite competent persons as Directors on an ongoing basis
and for other purposes. For this amendment, approval of each Audit & Supervisory Board Member has
been obtained.
(3) The Company also proposes to establish Article 39 of the Articles of Incorporation to enable theCompany to distribute dividends from surplus, etc. by resolution of the Board of Directors, in order toflexibly implement its capital policy and dividend policy.
(4) In addition to the foregoing, the Company proposes to make necessary amendments such as revising thewording associated with each of the aforementioned amendments.
2. Details of Amendment
Details of the amendments are as follows.
The amendment to the Articles of Incorporation under this Proposal shall become effective at the conclusion ofthis General Meeting of Shareholders.
Current Articles of Incorporation
Chapter 1
General Provisions
Article 1 - 3 (Article omitted)(Organizations)
Article 4
The Company shall have, in addition to the general meeting ofshareholders and Directors, the following organs:(1) Board of Directors(2) Audit & Supervisory Board Members(3) Audit & Supervisory Board(4) Accounting Auditor
Article 5 - 6 (Article omitted)(Acquisition of Treasury Shares)
Article 7
The Company may acquire treasury shares by resolution of theBoard of Directors pursuant to the provisions of Article 165,
paragraph (2) of the Companies Act.
Article 8 - 20 (Article omitted)
Chapter 4
Directors and Board of Directors(Number of Directors)
Article 21
The Company shall have not more than 12 Directors.

(Newly established)(Underlined parts represent changes.)
Proposed amendment
Chapter 1
General Provisions
Article 1 - 3 (Unchanged)(Organizations)
Article 4
The Company shall have, in addition to the general meeting ofshareholders and Directors, the following organs:(1) Board of Directors(2) Audit and Supervisory Committee(Deleted)(3) Accounting Auditor
Article 5 - 6 (Unchanged)(Deleted)

Article 7 - 19 (Unchanged)
Chapter 4
Directors and Board of Directors(Number of Directors)
Article 20(i) The Company shall have not more than 12 Directors(excluding Directors who are Audit and Supervisory
Committee Members).
(ii) The Company shall have not more than five Directors who
are Audit and Supervisory Committee Members.

- 18 -

Current Articles of Incorporation(Method of Election of Directors)
Article 22(i) Directors of the Company shall be elected at a general
meeting of shareholders.

(ii) (Article omitted)(iii) (Article omitted)(Term of Office of a Director)
Article 23(i) The term of office of a Director shall expire at theconclusion of the annual general meeting of shareholders
for the last business year out of the business years
terminating within two years after the election of the
Director.
(Newly established)(ii) The term of office of a Director who is elected as a
substitute or to increase the number of Directors shallcontinue until the time the term of office of incumbent
Directors is to expire.
(Newly established)(Newly established)

Article 24 (Article omitted)(Remuneration, Etc. of Directors)
Article 25
Remuneration, bonuses and other economic benefits given by
the Company in consideration for the execution of duties to
Directors shall be determined by resolution of a general
meeting of shareholders.

Proposed amendment(Method of Election of Directors)
Article 21(i) Directors of the Company shall be elected at a general
meeting of shareholders by distinguishing Directors who
are Audit and Supervisory Committee Members from other
Directors.
(ii) (Unchanged)(iii) (Unchanged)(Term of Office of a Director)
Article 22(i) The term of office of a Director (excluding Directors who
are Audit and Supervisory Committee Members) shall
expire at the conclusion of the annual general meeting ofshareholders for the last business year out of the businessyears terminating within one year after the election of the
Director.
(ii) The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at theconclusion of the annual general meeting of shareholders
for the last business year out of the business years
terminating within two years after the election of the
Director.
(Deleted)(iii) The term of office of a Director who is an Audit andSupervisory Committee Member who is elected as thesubstitute for a Director who was an Audit and Supervisory
Committee Member who retired from office before theexpiration of the term of office shall continue until the time
the term of office of the Director who was an Audit andSupervisory Committee Member who retired from office is
to expire.
(iv) The effective term of a resolution for the election of a
substitute Director who is an Audit and Supervisory
Committee Member elected in accordance with Article
329, paragraph (3) of the Companies Act shall expire at thecommencement of the annual general meeting ofshareholders for the last business year terminating within
two years after the election of the Director.
Article 23 (Unchanged)(Remuneration, Etc. of Directors)
Article 24
Remuneration, bonuses and other economic benefits given by
the Company in consideration for the execution of duties to
Directors shall be determined by resolution of a general
meeting of shareholders by distinguishing Directors who are
Audit and Supervisory Committee Members from other
Directors.

- 19 -

Current Articles of Incorporation(Exemption of Directors from Liability)
Article 26(Newly established)

Proposed amendment(Exemption of Directors from Liability)
Article 25(i) Pursuant to the provisions of Article 426, paragraph (1) of
the Companies Act, the Company may waive the liability
for damages of Directors (including former Directors)
under Article 423, paragraph (1) of the same Act byresolution of the Board of Directors to the extent permitted
by laws and regulations.
(ii) Pursuant to the provisions of Article 427, paragraph (1) of
Pursuant to the provisions of Article 427, paragraph (1) of theCompanies Act, the Company may enter into an agreement
the Companies Act, the Company may enter into anwith a Director who is not an executive director, etc. limiting
agreement with a Director who is not an executive director,
his/her liability for damages under Article 423, paragraph (1) of
etc. limiting his/her liability for damages under Article 423,
the same Act; provided, however, that the maximum liability
paragraph (1) of the same Act; provided, however, that thefor damages under such agreement shall be an amount as
maximum liability for damages under such agreement shallprescribed by laws and regulations.
be an amount as prescribed by laws and regulations.
(Notice of Meeting of the Board of Directors)(Notice of Meeting of the Board of Directors)
Article 27
Article 26
When convening a meeting of the Board of Directors, a notice
When convening a meeting of the Board of Directors, a notice
shall be dispatched to each Director and each Audit &shall be dispatched to each Director at least three days before
the day of the meeting; provided, however, that this period may
Supervisory Board Member at least three days before the day
be reduced in case of urgent needs.
of the meeting; provided, however, that this period may be
reduced in case of urgent needs.
(Method of Resolution of the Board of Directors)(Method of Resolution of the Board of Directors)
Article 28
Article 27(i) (Article omitted)(i) (Unchanged)(ii) The Company shall deem that a resolution of the Board of(ii) The Company shall deem that a resolution of the Board of
Directors to approve matter(s) proposed by a Director has
Directors to approve matter(s) proposed by a Director has
been adopted if all Directors (limited to those who are
been adopted if all Directors (limited to those who areentitled to participate in the vote on such matter(s)) agree
entitled to participate in the vote on such matter(s)) agree
to the resolution in writing or by electromagnetic record;
to the resolution in writing or by electromagnetic record.
provided, however, that this shall not apply if an Audit &Supervisory Board Member states otherwise.
(Minutes of the Meeting of the Board of Directors)(Minutes of the Meeting of the Board of Directors)
Article 29
Article 28(i) A summary of the progress of the agenda and results of the(i) A summary of the progress of the agenda and results of themeetings of the Board of Directors and other matters
meetings of the Board of Directors and other matters
stipulated by laws and regulations shall be stated or
stipulated by laws and regulations shall be stated orrecorded in the minutes, and Directors present at therecorded in the minutes, and Directors and Audit &meetings shall affix their names and seals thereto or
Supervisory Board Members present at the meetings shallelectronically sign them.
affix their names and seals thereto or electronically signthem.
(ii) (Article omitted)(ii) (Unchanged)(Newly established)(Delegation of Decisions on Execution of Important Operations)
Article 29
Pursuant to Article 399-13, paragraph (6) of the Companies
Act, the Company may, by resolution of the Board of Directors,delegate all or part of decisions on the execution of important
operations (excluding the matters listed in each item ofparagraph (5) of the said Article) to its Directors.
Article 30 (Article omitted)
Article 30 (Unchanged)
Chapter 5(Deleted)
Audit & Supervisory Board Members and Audit & Supervisory
Board(Number of Audit & Supervisory Board Members)(Deleted)
Article 31
The Company shall have not more than five Audit &Supervisory Board Members.

- 20 -

Current Articles of Incorporation(Method of Election of Audit & Supervisory Board Members)
Article 32(i) Audit & Supervisory Board Members of the Company
shall be elected at a general meeting of shareholders.
(ii) Resolutions on the election of an Audit & Supervisory
Board Member shall be made by a majority of the votes ofthe shareholders present at the meeting where theshareholders holding at least one-third of the voting rightsof the shareholders entitled to exercise their votes at suchmeetings are present.
(Exemption of Audit & Supervisory Board Members from
Liability)
Article 33
Pursuant to the provisions of Article 427, paragraph (1) of theCompanies Act, the Company may enter into an agreementwith an Audit & Supervisory Board Member limiting his/her
liability for damages under Article 423, paragraph (1) of thesame Act; provided, however, that the maximum liability fordamages under such agreement shall be an amount asprescribed by laws and regulations.
(Term of Office of an Audit & Supervisory Board Member)
Article 34(i) The term of office of an Audit & Supervisory Board
Member shall expire at the conclusion of the annual
general meeting of shareholders for the last business year
out of the business years terminating within four years after
the election of the Audit & Supervisory Board Member.
(ii) The term of office of an Audit & Supervisory Board
Member who is elected as the substitute for an Audit &Supervisory Board Member who retired from office before
the expiration of the term of office shall continue until thetime the term of office of the Audit & Supervisory Board
Member who retired from office is to expire.
(Full-Time Audit & Supervisory Board Members)
Article 35
The Audit & Supervisory Board shall appoint full-time Audit &Supervisory Board Member(s) by its resolution.
(Remuneration, Etc. of Audit & Supervisory Board Members)
Article 36
Remuneration, bonuses and other economic benefits given by
the Company in consideration for the execution of duties to
Audit & Supervisory Board Members shall be determined byresolution of a general meeting of shareholders.
(Notice of Meeting of the Audit & Supervisory Board)
Article 37
When convening a meeting of the Audit & Supervisory Board,a notice shall be dispatched to each Audit & Supervisory Board
Member at least three days before the day of the meeting;provided, however, that this period may be reduced in case ofurgent needs.
(Method of Resolution of the Audit & Supervisory Board)
Article 38
Unless otherwise stipulated by laws and regulations,resolutions of the Audit & Supervisory Board shall be made bya majority of the votes of Audit & Supervisory Board
Members.

- 21 -

Proposed amendment(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation(Minutes of the Meeting of the Audit & Supervisory Board)
Article 39
A summary of the progress of the agenda and results of themeetings of the Audit & Supervisory Board and other matters
stipulated by laws and regulations shall be stated or recorded in
the minutes, and Audit & Supervisory Board Members present
at the meetings shall affix their names and seals thereto orelectronically sign them.
(Regulations of the Audit & Supervisory Board)
Article 40
Matters concerning the Audit & Supervisory Board shall begoverned by the Regulations of the Audit & Supervisory Board
established by the Audit & Supervisory Board, in addition toapplicable laws and regulations and these Articles ofIncorporation.
(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)

Chapter 6
Accounting Auditor
Article 41 - 42 (Article omitted)(Remuneration, Etc. of Accounting Auditor)
Article 43
Remuneration, etc. of the Accounting Auditor shall be
determined by Representative Director(s) with the consent of
the Audit & Supervisory Board.

Proposed amendment(Deleted)(Deleted)

Chapter 5
Audit and Supervisory Committee(Full-Time Audit and Supervisory Committee Members)
Article 31
The Audit and Supervisory Committee may appoint full-time
Audit and Supervisory Committee Member(s) by its resolution.
(Notice of Meeting of the Audit and Supervisory Committee)
Article 32
When convening a meeting of the Audit and Supervisory
Committee, a notice shall be dispatched to each Audit andSupervisory Committee Member at least three days before theday of the meeting; provided, however, that this period may be
reduced in case of urgent needs.
(Minutes of the Meeting of the Audit and Supervisory
Committee)
Article 33
A summary of the progress of the agenda and results of themeetings of the Audit and Supervisory Committee and othermatters stipulated by laws and regulations shall be stated orrecorded in the minutes, and Audit and Supervisory Committee
Members present at the meetings shall affix their names andseals thereto or electronically sign them.
(Regulations of the Audit and Supervisory Committee)
Article 34
Matters concerning the Audit and Supervisory Committee shallbe governed by the Regulations of the Audit and Supervisory
Committee established by Audit and Supervisory Committee,
in addition to applicable laws and regulations and these Articles
of Incorporation.
Chapter 6
Accounting Auditor
Article 35 - 36 (Unchanged)(Remuneration, Etc. of Accounting Auditor)
Article 37
Remuneration, etc. of the Accounting Auditor shall be
determined by Representative Director(s) with the consent of
the Audit and Supervisory Committee.

- 22 -

Current Articles of Incorporation
Chapter 7
Calculation
Article 44 (Article omitted)(Newly established)

Proposed amendment
Chapter 7
Calculation
Article 38 (Unchanged)(Organ That Decides Dividends of Surplus, Etc.)
Article 39
The Company may decide the matters provided in each item of
Article 459, paragraph (1) of the Companies Act, including
distribution of surplus, by resolution of the Board of Directors,
unless otherwise provided by laws and regulations.
(Record Date for Dividends of Surplus)(Record Date for Dividends of Surplus)
Article 45
Article 40
The record date for year-end dividends of the Company shall be (i) The record date for year-end dividends of the Company
March 31 of each year.
shall be March 31 of each year.
(Newly established)(ii) The record date for interim dividends of the Company shallbe September 30 of each year.
(Newly established)(iii) In addition to the provisions of the preceding two
paragraphs, the Company may distribute dividends ofsurplus by establishing a record date.
(Interim Dividends)(Deleted)
Article 46
The Company may, by resolution of the Board of Directors,
pay interim dividends with a record date of September 30 ofeach year.
Article 47 (Article omitted)
Article 41 (Unchanged)- 23 -

Proposal No. 4:

Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

If the Proposal No. 3 “Amendment to the Articles of Incorporation” is approved as originally proposed, theCompany will become a company with an Audit and Supervisory Committee, and all six (6) of the Directors will
retire due to expiration of the term of office at the time the amendment to the Articles of Incorporation takes effect.
Accordingly, the Company proposes the election of eight (8) Directors (excluding Directors who are Audit andSupervisory Committee Members; hereinafter the same applies to this Proposal) after the transition to a company
with an Audit and Supervisory Committee.
This Proposal shall become effective on a condition that the amendment to the Articles of Incorporation describedin the Proposal No. 3 “Amendment to the Articles of Incorporation” takes effect.
The candidates for Director are as follows:
CandidateNo.
1
Motoyuki Yoshie
2
Toyonaru Uchida

Name

Positions and responsibilities at the Company
Chairman and Representative Director
President and Representative Director
Managing Director
General Manager of Sales Headquarters andGeneral Manager of East Japan Headquarters
Managing Director
General Manager of Administration
Headquarters and General Manager ofCorporate Planning Division
Executive Officer
President and Representative Director of
DAISYOGUN CO., LTD.
Executive Officer
Deputy General Manager of Sales Headquarters,
General Manager of Chubu Headquarters andGeneral Manager of Kisoji Nagoya Sales
Division3

Toshiaki Matsuoka

4

Hiroshi Ohashi

5

Mitsuhiro Goda

6

Masaaki Nakane

7

Tsuneyoshi Matsui

Outside Director

8

Kuniaki Ito

Outside Director- 24 -

Reelection
Reelection
Reelection

Reelection(New election)(New election)

Reelection
OutsideReelection
OutsideCandidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Apr. 1977
Jun. 1978

Motoyuki Yoshie(July 18, 1947)
Reelection
1Jul. 1981
Jun. 1987
Jun. 1993
Jun. 2006
Mar. 2016
Mar. 2021

Joined the Company
General Manager of Product Division of theCompany
Senior Managing Director of the Company
Representative Director of the Company
President and Representative Director of theCompany
Chairman and Representative Director of theCompany
Chairman, President and Representative
Director of the Company
Chairman and Representative Director of theCompany (current position)

Number of theCompany’s shares
held

200,091

Reasons for nomination as a candidate for Director
Since assuming the position of President and Representative Director in 1993, Motoyuki Yoshie has led the corporate
management of the Company over the years and contributed to the improvement of corporate value. We havenominated him again as a candidate for Director based on his achievements, abilities and extensive experience as acorporate manager, as well as his excellent character and insight.

- 25 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Jul. 1996
Jul. 2003
Apr. 2010
Feb. 2013
Jun. 2017

Apr. 2018

Jun. 2018

Toyonaru Uchida(September 17, 1959)
Reelection
2

Jun. 2019

Jul. 2019

Aug. 2019

Oct. 2019Feb. 2020
Mar. 2021

Joined the Company
Manger of Operational Reform Promotion
Office of the Company
Manager of Nagoya Factory of the Company
Executive Officer of the Company stationed in
Osaka
Executive Officer, General Manager of Human
Resources Headquarters and General Manager
of Human Resources Division of the Company
Executive Officer, General Manager of
Administration General Headquarters, General
Manager of Human Resources Headquarters
and General Manager of Human Resources
Division of the Company
Executive Officer, General Manager of
Administration General Headquarters andGeneral Manager of Human Resources
Division of the Company
Director, General Manager of Administration
General Headquarters and General Manager of
Human Resources Division of the Company
Director, General Manager of Administration
General Headquarters, General Manager of
Human Resources Division and General
Manager of Human Resources Development
Division of the Company
Director, General Manager of Human
Resources Headquarters, General Manager of
Human Resources Division and General
Manager of Human Resources Development
Division of the Company
Director, General Manager of Chubu
Headquarters of the Company
Managing Director, General Manager of Chubu
Headquarters of the Company
President and Representative Director of theCompany (current position)

Number of theCompany’s shares
held

3,000

Reasons for nomination as a candidate for Director
Toyonaru Uchida has served in positions responsible for Operational Reform Promotion Office and Nagoya Factory of
the Company. He has also served as Executive Officer stationed in Osaka, and has been serving as President andRepresentative Director since 2021. We have nominated him again as a candidate for Director based on hisachievements, abilities and extensive experience as a corporate manager, as well as his excellent character and insight.

- 26 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Apr. 1987
Jan. 2003
May 2007Jun. 2008

Jun. 2011

Jan. 2012
Toshiaki Matsuoka(September 26, 1964)
Reelection
3

Sep. 2016

Jun. 2017
Jan. 2018
Aug. 2019Feb. 2020
Jan. 2021

Feb. 2021

Sep. 2022

Joined the Company
General Manager of Human Resources
Development Division of the Company
General Manager of Human Resources
Headquarters, General Manager of Human
Resources Division and General Manager of
Human Resources Development Division of theCompany
Executive Officer, General Manager of Human
Resources Headquarters, General Manager of
Human Resources Division and General
Manager of Human Resources Development
Division of the Company
Director, General Manager of Human
Resources Headquarters, General Manager of
Human Resources Division and General
Manager of Human Resources Development
Division of the Company
Director and General Manager of Human
Resources and General Affairs Division of theCompany
Director, General Manager of Human
Resources Headquarters and General Manager
of Human Resources Division of the Company
Director of the Company stationed in Osaka
Director, General Manager of West Japan
Headquarters of the Company
Director, General Manager of East Japan
Headquarters of the Company
Managing Director, General Manager of East
Japan Headquarters of the Company
Managing Director, General Manager of East
Japan Headquarters of the Company, Vice
President and Representative Director of
DAISYOGUN CO., LTD.
Managing Director, General Manager of Sales
Headquarters and General Manager of Chubu
Headquarters of the Company
Managing Director, General Manager of Sales
Headquarters and General Manager of East
Japan Headquarters of the Company (current
position)

Number of theCompany’s shares
held

3,000

Reasons for nomination as a candidate for Director
Toshiaki Matsuoka has served in various positions responsible for Human Resources Development Division and
Human Resources Division of the Company, including General Manager of Human Resources Headquarters. He has
extensive experience and broad insight, and has been serving as a Director of the Company since 2011. The Company
has determined that he is an appropriate person to strongly promote the further improvement of the Company’s
corporate value, therefore nominated him again as a candidate for Director.

- 27 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Apr. 1987
May 2010
Apr. 2011
Jun. 2013

Jun. 2017
Hiroshi Ohashi(July 16, 1963)
Reelection
4

Apr. 2018
Aug. 2019Feb. 2021

Jun. 2022

5

Joined the Company
General Manager of Planning Division of theCompany
Executive Officer, General Manager ofPlanning Division of the Company
Director, General Manager of Planning
Division, in charge of Accounting Division andOperational Efficiency Center of the Company
Director, General Manager of Administration
General Headquarters and General Manager ofCorporate Planning Division of the Company
Director, General Manager of East Japan
Headquarters of the Company
Director, General Manager of Corporate
Planning Headquarters and General Manager ofCorporate Planning Division of the Company
Director, General Manager of Administration
Headquarters and General Manager ofCorporate Planning Division of the Company
Managing Director, General Manager of
Administration Headquarters and General
Manager of Corporate Planning Division of theCompany (current position)

Number of theCompany’s shares
held

2,000

Reasons for nomination as a candidate for Director
Hiroshi Ohashi has served in positions including a position responsible for Corporate Planning Division of theCompany. He has extensive experience and broad insight, and has been serving as a Director of the Company since2013. The Company has determined that he is an appropriate person to strongly promote the further improvement of theCompany’s corporate value, therefore nominated him again as a candidate for Director.
Apr. 1993
Joined the Company
Oct. 1993
Manager of Kisoji Kannana Kotakecho Store of
the Company
Apr. 2001
Area Manager of Kisoji Tokyo Sales Divisionof the Company
Sep. 2004
General Manager of Kisoji Tokyo Sales
Division No. 1 of the Company
Apr. 2011
Assumed the position of Executive Officer of
the Company
Feb. 2015
Executive Officer, General Manager of Kisoji
Mitsuhiro Goda
Nagoya Sales Division of the Company
300(September 22, 1962)
Jul. 2018
Executive Officer, General Manager of(New election)
Overseas Business Division of the Company
May 2019
Executive Officer, General Manager of Suzu
Noren Sales Division of the Company
Jun. 2020
Executive Officer, General Manager of Kisoji
Osaka Sales Division of the Company
Feb. 2021
Executive Officer, General Manager of East
Japan Headquarters of the Company
Sep. 2022
Executive Officer of the Company andPresident and Representative Director of
DAISYOGUN CO., LTD. (current position)
Reasons for nomination as a candidate for Director
Mitsuhiro Goda has served in various positions responsible for Kisoji Sales Divisions. He has been serving as an
Executive Officer since 2011 and has extensive experience and broad insight. The Company has determined that he isan appropriate person to strongly promote the further improvement of the Company’s corporate value, therefore
requests to newly elect him as a Director of the Company.

- 28 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)
Dec. 2003
Feb. 2004
Aug. 2005
Jul. 2012
Feb. 2015

Masaaki Nakane(November 23, 1962)(New election)

Jun. 2020Feb. 2021

6
Feb. 2022

Sep. 2022

7

Joined the Company
Manager of Kisoji Kurokawa Store of theCompany
Area Manager of Kisoji Tokyo Sales Division
No. 2 of the Company
General Manager of Kisoji Nagoya Sales
Division of the Company
General Manager of Kisoji Tokyo Sales
Division No. 1 of the Company
Assumed the position of Executive Officer of
the Company
Executive Officer, General Manager of WestJapan Headquarters and General Manager ofKisoji Osaka Sales Division of the Company
Executive Officer, General Manager of Sales
Planning Headquarters and General Manager ofSales Planning Division of the Company
Executive Officer, Deputy General Manager ofSale Headquarters, General Manager of Chubu
Headquarters and General Manager of Kisoji
Nagoya Sales Division of the Company(current position)

Number of theCompany’s shares
held

0

Reasons for nomination as a candidate for Director
Masaaki Nakane has served in various positions responsible for Kisoji Sales Divisions. He has been serving as an
Executive Officer since 2020 and has extensive experience and broad insight. The Company has determined that he isan appropriate person to strongly promote the further improvement of the Company’s corporate value, therefore
requests to newly elect him as a Director of the Company.
Apr. 1974
Joined Toho Gas., Co., Ltd.
Jun. 1998
General Manager of Customer Service Divisionof Toho Gas., Co., Ltd.
Apr. 2001
General Manager of Living Distribution
Division of Toho Gas., Co., Ltd.
Jun. 2004
General Manager of General Affairs Division of
Toho Gas., Co., Ltd.
Jun. 2006
Executive Officer of Toho Gas., Co., Ltd. andPresident and Representative Director of Toho
Gas Living, Co., Ltd.
Tsuneyoshi Matsui
Jun. 2008
Managing Executive Officer of Toho Gas., Co.,(April 3, 1951)
Ltd.
3,000
Reelection
Jun. 2010
Senior Executive Officer of Toho Gas., Co.,
OutsideLtd.
May 2015
Chairman and Representative Director of Toho
Gas Living, Co., Ltd.
Jun. 2015
Outside Director of the Company (current
position)
May 2016
Corporate Advisor of Toho Gas Living, Co.,
Ltd.
Jul. 2016
Representative Director of MA Kikaku K.K.
(current position)
Aug. 2018
Full-Time Auditor of stmn.inc.
Reasons for nomination as a candidate for Outside Director and an outline of expected roles
Tsuneyoshi Matsui was involved in corporate management of Toho Gas., Co., Ltd. and Toho Gas Living, Co., Ltd. over
the years, and has made outstanding achievements in corporate management. The Company has determined that he will
be able to utilize his extensive experience and broad insight in the Company’s management decision-making, therefore
nominated him again as a candidate for Outside Director.

- 29 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Apr. 1974

Number of theCompany’s shares
held

Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)Mar. 1995
Deputy General Manager of Sales Division No.
10 of The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)
Kuniaki ItoAug. 1995
President and Representative Director of(June 22, 1951)
MEIKI SHOKAI K.K. (current position)
1,000
Reelection
Feb. 1998
President and Representative Director of
OutsideLamitec K.K. (current position)
8
Apr. 2005
President and Representative Director of
MEIKI K.K. (current position)
Jun. 2015
Outside Director of the Company (current
position)
Reasons for nomination as a candidate for Outside Director and an outline of expected roles
Kuniaki Ito joined The Industrial Bank of Japan, Limited, then served as President and Representative Director of
MEIKI SHOKAI K.K., President and Representative Director of Lamitec K.K., and President and Representative
Director of MEIKI K.K.. He has made outstanding achievements in corporate management. The Company has
determined that he will be able to utilize his extensive experience and broad insight in the Company’s management
decision-making, therefore nominated him again as a candidate for Outside Director.
(Notes) 1. There is no special conflict of interests between each candidate and the Company.
2. Tsuneyoshi Matsui and Kuniaki Ito are candidates for Outside Directors.
3. Tsuneyoshi Matsui and Kuniaki Ito are currently Outside Directors of the Company, and their terms of office as Outside
Directors will have been eight (8) years at the conclusion of this general meeting of shareholders.
4. The Company has registered Tsuneyoshi Matsui and Kuniaki Ito as independent officers as stipulated under the rules of
the Tokyo Stock Exchange and Nagoya Stock Exchange with the said exchanges.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Tsuneyoshi Matsui and Kuniaki Ito limiting their liability for damages under Article 423, paragraph (1) of the same
Act. The maximum amount of liability for damages under these agreements is the Minimum Liability Amount stipulated
in Article 425, paragraph (1) of the Companies Act. The Company intends to continue these agreements if theirreelections are approved.
6. The Company has concluded a liability insurance contract for officers, etc. stipulated under Article 430-3, paragraph (1)of the Companies Act with an insurance company. The insurance contract will cover damages that may be incurred by
the insured due to claims being filed in connection with liabilities for execution of duties or pursuit of such liabilities.
Each of the candidates will be included in the insured of the insurance contract. The Company plans to renew theinsurance contract with the same coverage upon next renewal.

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Proposal No. 5:

Election of Three (3) Directors Who Are Audit and Supervisory Committee Members

If the Proposal No. 3 “Amendment to the Articles of Incorporation” is approved as originally proposed, theCompany will become a company with an Audit and Supervisory Committee, therefore the Company proposes theelection of three (3) Directors who are Audit and Supervisory Committee Members.
For this proposal, approval of the Audit & Supervisory Board has been obtained.
This Proposal shall become effective on a condition that the amendment to the Articles of Incorporation describedin the Proposal No. 3 “Amendment to the Articles of Incorporation” takes effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name

Positions and responsibilities at the Company

1

Kazuyuki Inamori

Audit & Supervisory Board Member (FullTime)2

Toyoko Kumada

Outside Audit & Supervisory Board Member

3

Yoshinori Hirano

Outside Audit & Supervisory Board Member- 31 -(New election)(New election)
Outside(New election)
OutsideCandidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Apr. 1976

1

2

Number of theCompany’s shares
held

Joined The Tokai Bank, Limited (currently
MUFG Bank, Ltd.)
Jun. 2002
General Manager of Konan Corporate Sales
Division of UFJ Bank Limited (currently
MUFG Bank, Ltd.)
Jun. 2005
Director and General Manager of Accounting
Kazuyuki Inamori
Division of Miyuki Building Co., Ltd.
(May 12, 1953)
100
Jun. 2015
Full-Time Auditor of Miyuki Building Co., Ltd.
(New election)
Jun. 2016
Joined the Company; General Manager ofCompliance Committee
Jun. 2019
Audit & Supervisory Board Member (FullTime) of the Company (current position)
Oct. 2022
Auditor of TATEBE Meat Industry Co., Ltd.
(current position)
Reasons for nomination as a candidate for Director who is Audit and Supervisory Committee Member
After working at a financial institution, Kazuyuki Inamori held various important positions such as Director andGeneral Manager of Accounting Division and Auditor at the company he previously worked. After joining theCompany, he has served as General Manager of Compliance Committee, and has extensive experience and broad
insight. Consequently, the Company has determined that he will be able to adequately execute his duties, therefore
nominated him as a candidate for Director who is Audit and Supervisory Committee Member.
Apr. 1985
Registered as Attorney-at-Law
Joined Nankan Law Firm (currently Nankan
Toyoko Kumada
Kitagawa Kimura)(November 27, 1955)
1,236
Apr. 1996
Partner at KUMADA LAW-OFFICE (current(New election)
position)
OutsideJun. 2012
Outside Audit & Supervisory Board Member of
the Company (current position)
Reasons for nomination as a candidate for Outside Director who is Audit and Supervisory Committee Member and an
outline of expected roles
Although Toyoko Kumada does not have direct experience in corporate management, she has made outstandingachievements as a lawyer and has high-level of insight. The Company has determined that she will be able toadequately execute her duties, and therefore nominated her as a candidate for Outside Director who is Audit andSupervisory Committee Member.

- 32 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)Nov. 1976

Number of theCompany’s shares
held

Joined Marunouchi & Co. (currently Deloitte
Touche Tohmatsu LLC)
Mar. 1982
Registered as a Certified Public Accountant
Jun. 1995
Representative Partner of Tohmatsu & Co.
(currently Deloitte Touche Tohmatsu LLC)
Oct. 2013
Executive Officer of Deloitte Touche Tohmatsu
LLC (in charge of Chukyo Area)
Sep. 2015
Resigned from Deloitte Touche Tohmatsu LLC
Yoshinori Hirano(February 2, 1952)
Oct. 2015
President of Yoshinori Hirano Certified Public0(New election)
Accountant Office (current position)
OutsideJun. 2016
Outside Auditor of Aisan Industry Co., Ltd.
(current position)
3
Outside Audit & Supervisory Board Member of
the Company (current position)
Jun. 2017
Outside Director of KIMURA UNITY CO.,LTD. (current position)
Jan. 2021
Audit & Supervisory Board Member of
DAISYOGUN CO., LTD. (current position)
Reasons for nomination as a candidate for Outside Director who is Audit and Supervisory Committee Member and an
outline of expected roles
Although Yoshinori Hirano does not have direct experience in corporate management, he has made outstandingachievements as a certified public accountant and has high-level of insight. The Company has determined that he will
be able to adequately execute his duties, and therefore nominated him as a candidate for Outside Director who is Audit
and Supervisory Committee Member.
(Notes) 1. There is no special conflict of interests between each candidate and the Company.
2. Toyoko Kumada and Yoshinori Hirano are candidates for Outside Directors.
3. Toyoko Kumada and Yoshinori Hirano are currently Outside Audit & Supervisory Board Member of the Company, andtheir terms of office as Outside Audit & Supervisory Board Member will have been eleven (11) years for Toyoko
Kumada and seven (7) years for Yoshinori Hirano at the conclusion of this general meeting of shareholders.
4. The Company has registered Toyoko Kumada and Yoshinori Hirano as independent officers as stipulated under the rulesof the Tokyo Stock Exchange and Nagoya Stock Exchange with the said exchanges.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Toyoko Kumada and Yoshinori Hirano limiting their liability for damages under Article 423, paragraph (1) of thesame Act. The maximum amount of liability for damages under these agreements is the Minimum Liability Amountstipulated in Article 425, paragraph (1) of the Companies Act. The Company intends to continue these agreements if
their elections are approved.
6. The Company has concluded a liability insurance contract for officers, etc. stipulated under Article 430-3, paragraph (1)of the Companies Act with an insurance company. The insurance contract will cover damages that may be incurred by
the insured due to claims being filed in connection with liabilities for execution of duties or pursuit of such liabilities.
Each of the candidates will be included in the insured of the insurance contract. The Company plans to renew theinsurance contract with the same coverage upon the next renewal.

- 33 -

[Reference] If the Proposals No. 3 through No. 5 are approved and adopted, the Skill Matrix will be as follows:

Chairman and
Representative Director
President andRepresentative Director
Managing Director
Managing Director
Director
Director
Director
Director
Director(Full-Time Audit andSupervisory Committee
Member)Director(Audit and Supervisory
Committee Member)
Director(Audit and Supervisory
Committee Member)

FinanceHR

Compliance

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Corporate

Restaurant

Sales

Motoyuki Yoshie●●

Toyonaru Uchida●Toshiaki Matsuoka
Hiroshi Ohashi
Mitsuhiro Goda
Masaaki Nakane
Tsuneyoshi Matsui
Kuniaki Ito

Title

Name

●
●

●

●

●

●

●

●

●

●

●

●

●

●

Kazuyuki Inamori●

Toyoko Kumada
Yoshinori Hirano

Legal

●

●

●

●

●

●

Corporate: Corporate Management
Restaurant: Restaurant Industry
Sales: Sales, Marketing
Legal: Legal Affairs
Finance: Finance, Accounting, IT
HR: Human Resources Management, Human Resources Development
Compliance: Compliance, Risk Management- 34 -

●

●

●

●

●

Proposal No. 6:

Determination of the Amounts of Remuneration, Etc. for Directors (Excluding Directors Who
Are Audit and Supervisory Committee Members)

It has been approved by the annual general meeting of shareholders held on June 25, 2015 that the remuneration,etc. for the Company’s Directors shall be 300,000,000 yen or less per year, however, if the Proposal No. 3“Amendment to the Articles of Incorporation” is approved as originally proposed, the Company will become acompany with an Audit and Supervisory Committee, therefore the Company once again proposes that remuneration,etc. for the Company’s Directors (excluding Directors who are Audit and Supervisory Committee Members;hereinafter the same applies to this Proposal) shall be 300,000,000 yen or less per year (of which, 30,000,000 yen
or less for Outside Directors) after transitioning to a company with an Audit and Supervisory Committee, in viewof various circumstances such as recent economic conditions, and that matters such as the specific amount to be
paid to each Director and the timing of payment shall be decided by resolution of the Board of Directors.
The Company’s basic policy is that remuneration for Directors after transitioning to a company with an Audit andSupervisory Committee shall consist of basic remuneration and performance-linked remuneration based on theirpositions and individual performance, etc. The amount of remuneration, etc. under this Proposal is to be paid as
fixed remuneration and performance-linked remuneration based on the said policy, therefore the Company has
determined it to be appropriate. The amount of remuneration, etc. does not include the portion of salaries for
Directors concurrently working as employees.
While the Company currently has six (6) Directors, if the Proposal No. 3 “Amendment to the Articles ofIncorporation” and the Proposal No. 4 “Election of Eight (8) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)” are approved as originally proposed, the number Directors will be eight (8) (ofwhich two (2) will be Outside Directors).
The details of this Proposal shall become effective on a condition that the amendment to the Articles ofIncorporation described in the Proposal No. 3 “Amendment to the Articles of Incorporation” takes effect.

- 35 -

Proposal No. 7:

Determination of the Amounts of Remuneration, Etc. for Directors Who Are Audit andSupervisory Committee Members

If the Proposal No. 3 “Amendment to the Articles of Incorporation” is approved as originally proposed, theCompany will become a company with an Audit and Supervisory Committee. Therefore the Company proposesthat remuneration, etc. for the Company’s Directors who are Audit and Supervisory Committee Members shall be
30,000,000 yen or less per year after transitioning to a company with an Audit and Supervisory Committee, in viewof various circumstances such as recent economic conditions, and that matters such as the specific amount to be
paid to each Director who are Audit and Supervisory Committee Member and the timing of payment shall bedecided through consultation of Directors who are Audit and Supervisory Committee Members.
The Company has determined that the amount of remuneration, etc. under this Proposal is appropriate in light of
responsibilities of Directors who are Audit and Supervisory Committee Members.
If the Proposal No. 3 “Amendment to the Articles of Incorporation” and the Proposal No. 5 “Election of Three (3)Directors Who Are Audit and Supervisory Committee Members” are approved as originally proposed, the number
Directors who are Audit and Supervisory Committee Members will be three (3).
The details of this Proposal shall become effective on a condition that the amendment to the Articles ofIncorporation described in the Proposal No. 3 “Amendment to the Articles of Incorporation” takes effect.

- 36 -