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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.

Securities code: 9837
February 4, 2022
To Shareholders with Voting Rights:
Takaki Ichitsubo
Representative Director and President
MORITO CO., LTD.
4-2-4, Minami Hommachi, Chuo-ku,
Osaka-shi, Osaka, JapanNOTICE OF
THE 84TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Please be informed that the 84th Annual General Meeting of Shareholders (this “Meeting”) of MORITO
CO., LTD. (the “Company”) will be held as described below.
In view of the impact of COVID-19, we strongly encourage all shareholders to refrain from attending
this Meeting in person regardless of their health condition, and to exercise their voting rights in writing or
via the Internet, etc. When exercising your voting rights in writing or via the Internet, etc., please review
the Reference Documents for the General Meeting of Shareholders below and exercise your voting rights
by 5:30 p.m. Japan time, Thursday, February 24, 2022.
Exercise of voting rights by post (in writing)
Please indicate your approval or disapproval for each proposal on the enclosed voting rights exercise form
and return it so that it is received by the deadline above.
Exercise of voting rights via the Internet, etc.
Please review the Guide to Exercise of Voting Rights via the Internet, etc. on page 3 and exercise yourvoting rights by the deadline above on the voting rights exercise website (https://evote.tr.mufg.jp/) (inJapanese) designated by the Company.
1. Date and Time:

Friday, February 25, 2022 at 10:00 a.m. Japan time
(Reception will open at 9:15 a.m.)

2. Place:

Banquet room Azuchi, 2F, Viale Osaka
3-1-3, Azuchimachi, Chuo-ku, Osaka-shi, Osaka, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report, Consolidated Financial Statements for theCompany’s 84th Fiscal Year (December 1, 2020 - November 30, 2021)
and results of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Corporate Auditors
2. Non-consolidated Financial Statements for the Company’s 84th Fiscal
Year (December 1, 2020 - November 30, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Reduction in the Amount of Legal Capital Surplus
Proposal 2:
Election of Five (5) Directors
Proposal 3:-1-

We have discontinued the offering of souvenirs to shareholders who attend this Meeting.
We appreciate your understanding on this matter.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~◼ Please hand in the enclosed voting rights exercise form at the reception when you arrive at the venue
on the day of this Meeting.
◼ Of the documents to be provided in this Notice, the following are posted on the Company’s website(http://www.morito.co.jp/ir/stock/) pursuant to provisions of laws and regulations and Article 16 of
the Company’s Articles of Incorporation:1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements◼ Any revisions to matters to be stated in the Business Report, Consolidated and Non-consolidated
Financial Statements and the Reference Documents for the General Meeting of Shareholders will be
posted on the Company’s website (http://www.morito.co.jp/ir/).

-2-

1. If you are attending this Meeting
Please hand in the enclosed voting rights exercise form at the reception when you arrive at the venue
on the day of this Meeting.
Date and time of this Meeting:
10:00 a.m. Japan time, Friday, February 25, 2022
2. If you are not attending this Meeting
Exercising voting rights by post
Please indicate your approval or disapproval of each proposal on the enclosed voting rights exercise
form and return it so that it is received by the deadline.
Deadline of exercise: Received by 5:30 p.m. Japan time, Thursday, February 24, 2022
Exercising voting rights via the Internet, etc.
Use the voting rights exercise website designated by the Company, review the Guide to Exercise of
Voting Rights via the Internet, etc. and enter your approval or disapproval for each proposal by thedeadline.
Deadline of exercise: Enter by 5:30 p.m. Japan time, Thursday, February 24, 2022
Multiple exercises of voting rights(1) If you exercise your voting rights both by post and via the Internet, etc. your vote cast via theInternet, etc. will be treated as valid.
(2) In the case of duplicate voting via the Internet, etc., the final vote you cast will be treated as valid.
Similarly, in the case of duplicate voting via a PC, a smartphone and a mobile phone, the final vote
you cast will be treated as valid.
3. Guide to Exercise of Voting Rights via the Internet, etc.
Please verify the following before exercising your voting rights via the Internet, etc.
Deadline of exercise: Enter by 5:30 p.m. Japan time, Thursday, February 24, 2022
(The website is out of service from 2 a.m. to 5 a.m. every day.)Scanning the QR CodeBy using the QR Code, you can login on the voting rights exercise website without entering your login ID
and temporary password printed on the voting rights exercise form.
1. Scan the QR Code printed on the tab (right side) of the voting rights exercise form.
2. Enter your approval or disapproval of the proposals by following the onscreen instructions.
For details, please see the enclosed guide leaflet.
You can login using the QR Code only once.
If you wish to change your vote after casting your initial vote, please see “Entering your login ID andtemporary password” below.
Entering your login ID and temporary password
Voting rights exercise website
https://evote.tr.mufg.jp/
1. Access the voting rights exercise website.
2. Enter your login ID and temporary password printed on the voting rights exercise form.
3. Register a new password.
4. Enter your approval or disapproval of the proposals by following the onscreen instructions.
Inquiries regarding the voting system, etc.
Helpdesk at Corporate Agency Division,
Mitsubishi UFJ Trust and Banking Corporation
TEL: 0120-173-027 (open 9 a.m. to 9 p.m. Japan time, toll-free in Japan)
Attention:
Any fees incurred when accessing the voting rights exercise website (Internet access fees, etc.) shall be borneby the shareholder.

-3-For institutional investors:
For this Meeting, institutional investors may exercise their votes through electronic means via theElectronic Voting System Platform operated by ICJ, Inc.

-4-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company proposes to pay year-end dividends and appropriate surplus for this fiscal year pursuant to
its Basic Policy on Profit Distribution as follows:
1. Year-end dividends(1) Type of dividend property:
Cash(2) Allotment of dividend property and its total amount:
17.00 yen per share of the Company’s common stock at a total of 473,272,180 yen
Annual dividends will be 26 yen per share for this fiscal year including the interim dividend of 9 yen
already paid.
(3) Effective date of distribution of surplus:
February 28, 2022
2. Appropriation of surplus(1) Account item under earnings to increase and its amount:
General reserve
1,100,000,000 yen(2) Account item under earnings to decrease and its amount:
Retained earnings brought forward
1,100,000,000 yen
Basic Policy on Profit Distribution
The Company’s Basic Policy on Profit Distribution is designed to soundly strengthen the management base andthe financial constitution, and to improve profitability. The key stance in our management policy is returning
the profits to shareholders. Retained earnings are used for long-term growth by expanding the existing corebusinesses and searching for new business opportunities with the aim of further enhancing the corporate value
in the future.
Dividends will be decided by taking into consideration the Company’s financial conditions and net assets,
among other factors.
⚫ Sustainable dividends payment⚫ Maintain a consolidated dividend on equity ratio (DOE) of 1.5%
⚫ A dividends payout ratio relative to profit attributable to owners of parent for the current year is set at 50%
or more in principle, depending on business performance, etc.
(Provided, however, that the dividend amount is determined after taking into account the impact of significant
fluctuations in profit attributable to owners of parent after tax, for fiscal years where there are special factors
such as extraordinary income or loss.)-5-

Proposal 2:

Reduction in the Amount of Legal Capital Surplus

The Company proposes to reduce the amount of legal capital surplus pursuant to the provisions of Article
448, Paragraph 1 of the Companies Act, by transferring an amount from legal capital surplus to other capitalsurplus, for the purpose of ensuring the flexibility and agility of capital policy in the future. This will be atransfer between accounts within net assets on the balance sheet, and will not change the total amount of
the Company’s net assets.
1. Summary of the reduction in the amount of legal capital surplus(1) Amount of the decrease in legal capital surplus:
3,319,065,306 yen(2) Amount of the increase in other capital surplus:
3,319,065,306 yen
2. Effective date of the reduction in the amount of legal capital surplus
April 30, 2022

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Proposal 3:

Election of Five (5) Directors

The terms of office of all five (5) incumbent Directors will expire at the closing of this Meeting.
Accordingly, the Company proposes the election of five (5) Directors.
The candidates for Director are as follows:

No.

Name

1

Takaki Ichitsubo[Male][Reappointment]

2

Bunki Yano

[Male][Reappointment]

3

Kiyomi Akui

[Female][Reappointment]

4

Mayumi Ishihara

5Motoo Matsuzawa[Female][Reappointment][Outside][Independent][Male][Reappointment][Outside][Independent]

Current positions and responsibilities
at the Company
Representative Director and President
Director, Senior Executive Officer, andDivision Manager of Strategic Operations
Division
Director, Senior Executive Officer, Division
Manager of Corporate Administrative
Division, and Division Manager of Business
Management Division

Board ofDirectors
meeting
attendance
100%(14/14)100%(14/14)100%(14/14)

Director

100%(14/14)

Director

100%(14/14)

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No.

1

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

November, 1981 Joined the Company
September, 1985 Dispatched to MORITO (EUROPE) B.V.
April, 1996
General Manager of Overseas Business
Department, Overseas Sales Division, Sales
Supervision Headquarters
Takaki Ichitsubo
February, 2000
Director and General Manager of Overseas
Business Department, Overseas Sales Division,(January 18, 1954)
Sales Supervision Headquarters
March,
2003
Director and General Manager of Overseas[Male]
Business Department, Overseas Sales Division
101,200[Reappointment]
February, 2004
Managing Director, Division Manager of Overseas
Sales Division, and General Manager of Overseas[Special interests in theBusiness Department, Overseas Sales Division
Company]
December, 2004 Managing Director and Division Manager of
None
Apparel Business DivisionDecember, 2005 Managing Director and Head of Overseas Business
Strategy Room
December, 2009 Managing Director and Division Manager ofControl and Supervision Division
November, 2013 Representative Director and President (to date)[Reason for nomination as candidate for Director]
Ever since joining the Company, he has been engaged in the apparel component business mainly overseas. He
was dispatched to our overseas Group company MORITO (EUROPE) B.V. and subsequently took the positionsof the Division Manager of Overseas Sales Division, the Division Manager of Apparel Business Division, and in
2009, he became the Division Manager of Control and Supervision Division. From 2013, he has been serving as
the Representative Director and President as the chief executive officer. The Company has renominated him as
candidate for Director because he has abundant operational experience of our Morito Group as well as insight
into the overall management of a trading firm, global business management, administration and operation.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April, 1993
September, 1995
October, 2008

2

Number ofshares of theCompany held

Joined the Company
Dispatched to MORITO (EUROPE) B.V.
Dispatched to MORITO Enterprise (Hong Kong)
Co., Ltd. (currently MORITO SCOVILL HONG
KONG COMPANY LIMITED)
December, 2010 Executive Director
December, 2012 Dispatched to MORITO Enterprise (Hong Kong)
Co., Ltd. (currently MORITO SCOVILL HONG
KONG COMPANY LIMITED);
Executive Director and Deputy Division Manager
Bunki Yanoof Product Business Division, Sales Supervision
Headquarters(September 30, 1968)
December, 2013 Executive Director attached to Product Business
Division, Sales Supervision Headquarters[Male]
February, 2014
Director in charge of Global Business Promotion
15,200[Reappointment]
December, 2014 Director, Executive Officer, and Division
Manager of Overseas Business Division[Special interests in the March, 2015
Director, Senior Executive Officer, and Division
Company]
Manager of Overseas Business Division
None
October, 2015
Director, Senior Executive Officer, Division
Manager of Overseas Business Division, andGeneral Manager of Global Strategy & Business
Development Department
December, 2015 Director, Senior Executive Officer, and General
Manager of Global Strategy & Business
Development Department
December, 2019 Director, Senior Executive Officer, and Division
Manager of Strategic Operations Division (to date)
January 2021
CEO of MORITO SCOVILL AMERICAS, LLC(to date)[Reason for nomination as candidate for Director]
Ever since joining the Company, he has been engaged in the apparel component business and product businessmainly overseas. He was dispatched to our overseas Group companies MORITO (EUROPE) B.V. and MORITOEnterprise (Hong Kong) Co., Ltd. (currently MORITO SCOVILL HONG KONG COMPANY LIMITED) andsubsequently took the positions of the Division Manager of Overseas Business Division, the General Manager of
Global Strategy & Business Development Department. Currently he is serving as Director, Senior Executive
Officer, and the Division Manager of Strategic Operations Division. The Company has renominated him as
candidate for Director because he has abundant operational experience of our Morito Group as well as insight
into the overall management of a trading firm, global business management, administration and operation.

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No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April, 1987
April, 2010

3

Number ofshares of theCompany held

Joined the Company
General Manager of Human Resources
Department
December, 2012 General Manager of Human Resources
Department, Group Management Strategy
Division
December, 2013 General Manager of Human Resources
Department, Control and Supervision Division
February, 2014
Executive Officer and General Manager of Human
Resources Department, Control and Supervision
Division
December, 2014 Executive Officer and General Manager of Human
Kiyomi Akui
Resources Department, Corporate Administrative(January 28, 1965)
Division
March, 2016
Executive Officer, Deputy Division Manager of[Female]Corporate Administrative Division, and General
15,400Manager of Human Resources Department[Reappointment]
February, 2019
Director, Senior Executive Officer, Deputy
Division Manager of Corporate Administrative[Special interests in the
Division, and General Manager of Human
Company]
Resources Department
None
June, 2019
Director, Senior Executive Officer, and General
Manager of Human Resources Department
December, 2019 Director, Senior Executive Officer, Division
Manager of Corporate Administrative Division,and General Manager of Human Resources
Department
December, 2020 Director, Senior Executive Officer, and Division
Manager of Corporate Administrative Division
June 2021
Director, Senior Executive Officer, Division
Manager of Corporate Administrative Division,and Division Manager of Business Management
Division (to date)[Reason for nomination as candidate for Director]
Ever since joining the Company, she has been mainly engaged in HR operations, and has taken the positions of
the General Manager of Human Resources Department and the Deputy Division Manager of Corporate
Administrative Division. She currently serves as Director, Senior Executive Officer, the Division Manager ofCorporate Administrative Division, and Division Manager of Business Management Division. The Company hasrenominated her as candidate for Director because she has abundant operational experience of our Morito Group
as well as insight into the overall management of a trading firm, global business planning, administration andoperation.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April, 1986
April, 1997
April, 1997

4

Number ofshares of theCompany held

Joined Kobe District Court
Registered with the Osaka Bar Association
Mayumi Ishihara
Joined OH-EBASHI LPC & PARTNERS. (to(May 3, 1963)
date)June, 2010
Outside Director, Nitta Gelatin Inc.
[Female]June, 2013
Auditor (External), Morishita Jintan Co., LTD.
[Reappointment]
February, 2016
Outside Director, the Company (to date)―
April,
2016
Outside Director and Audit and Supervisory[Outside]
Committee
Member,
OS
Co.,
LTD.
(to
date)
[Independent]
June, 2016
Outside Director and Audit and Supervisory
Committee Member, H2O Retailing Corporation[Special interests in the(to date)
Company]June, 2018
Outside Director and Audit and Supervisory
None
Committee Member, Morishita Jintan Co., LTD.
(to date)[Reason for nomination as candidate for Outside Director and expected roles]
She gives guidance on the management of our Morito Group from an objective and expert viewpoint andappropriately supervises business execution based on her legal experience at a law firm. The Company hasrenominated her as candidate for Outside Director to receive her supervision on management for enhancing
corporate value in a sustainable manner. Although she has not been directly involved in corporate management
other than through serving as an outside director or outside corporate auditor in the past, the Company determinesthat she can appropriately execute her duties as an Outside Director for the reasons above. She will have served
as Outside Director for six (6) years at the closing of this Meeting.

- 11 -

No.

Name(Date of birth)
Motoo Matsuzawa(January 1, 1955)[Male][Reappointment][Outside][Independent]

5

Career summary, positions, responsibilities,
and significant concurrent positions
April, 1978
April, 2001
June, 2003
March, 2007
June, 2012
February, 2017
June, 2018

Joined Dai-Ichi Kangyo Bank, Limited.
Joined Mizuho Holdings, Inc.
Joined Ferragamo Japan KK
Director, Ferragamo Japan KK
Auditor, Taiko Pharmaceutical Co., LTD.
Outside Director, the Company (to date)Director (Audit and Supervisory Committee
Member), Taiko Pharmaceutical Co., LTD.
Outside Auditor, CureApp, Inc. (to date)

Number ofshares of theCompany held

3,100

October, 2019[Special interests in the
Company]
None[Reason for nomination as candidate for Outside Director and expected roles]
He gives guidance on the management of our Morito Group from an objective viewpoint and appropriately
supervises business execution based on his wide-ranging experience in business administration including overseas
business at a globally operating financial institution and foreign-owned manufacturing and sales company as wellas in business audits. The Company has renominated him as candidate for Outside Director to receive his
supervision on management for enhancing corporate value in a sustainable manner. He will have served as
Outside Director for five (5) years at the closing of this Meeting.
Notes: 1. Candidate Kiyomi Akui’s name on the family register is Kiyomi Hashimoto.
2. The Company has signed a liability limitation agreement with Ms. Mayumi Ishihara and Mr.
Motoo Matsuzawa to limit their liability stipulated in Article 423, Paragraph 1 of theCompanies Act pursuant to provisions of Article 427, Paragraph 1 of the same Act. If theirreelection is approved, the Company will extend their current agreements with them. An
overview of the liability limitation agreement is as follows:⚫ Outside Directors shall be liable for damages incurred due to negligence of their duties up
to the minimum amount specified in Article 425, Paragraph 1 of the Companies Act.
⚫ The limitation of liability above is granted provided that the Outside Directors conducted
their duties which caused the liability in good faith and without gross negligence.
3. The Company has designated Ms. Mayumi Ishihara and Mr. Motoo Matsuzawa as independent
directors pursuant to provisions of Tokyo Stock Exchange, Inc., and has notified the Exchange
accordingly.
4. Mr. Motoo Matsuzawa belonged to Mizuho Holdings, Inc. until March, 2003. Currently,
Mizuho Holdings, Inc. (including its group companies) has transactions with the Company, but
as almost nineteen (19) years has passed since he retired from office, the Company deems theentity has no special interests with him.
5. The Company has entered into a directors and officers liability insurance (D&O insurance)
contract with an insurance company, as prescribed in Article 430-3, Paragraph 1 of theCompanies Act, and it is anticipated that all candidates under this proposal will be insured
parties under the contract. The scope of insured parties under the contract includes all Directors,
Corporate Auditors, Executive Officers, and externally dispatched officers of the Company andits subsidiaries. The insurance covers losses including legal damages associated with corporate
litigations, third party litigations, shareholder derivative action, among others. However, theinsurance does not cover claims for legal damages arising from intentional acts or grossnegligence. The Company bears the full amount of the insurance premiums.

- 12 -

(Reference) Skills Matrix

Directors

Name

Globalbusiness

Branding,
marketing,and sales

Finance,
Accounting,and M&A

Takaki Ichitsubo

●

●

●

●

●

Bunki Yano

●

●

●

●

●

Kiyomi Akui●●

Personneland HRdevelopment●

Mayumi Ishihara(Outside)
Motoo Matsuzawa(Outside)

●
●

●

●

●
●

Kiyoshi Ichikawa
Corporate
Auditors

Riskmanagement,
legal affairs,and ESGCorporate
management

Kosuke Matsumoto(Outside)●●

Motoshi Ishibashi(Outside)●

Note: In the list above, marks have been placed corresponding to each officer’s particular fields ofspecialization, such as fields where they have career experience in related divisions. It is not a complete
representation of the knowledge and experience possessed by each officer.

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