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 7, 2024
Start date of electronic provision measures: January 31, 2024
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 86TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Please be informed that the 86th Annual General Meeting of Shareholders (this “Meeting”) of MORITO
CO., LTD. (the “Company”) will be held as described below.
In deciding whether to attend this Meeting, please consider exercising your voting rights in advance inwriting or via the Internet, etc., taking into consideration matters such as your health condition.
When convening this Meeting, the Company has taken measures to electronically provide theinformation contained in the Reference Documents for the General Meeting of Shareholders, etc. (theMatters to Be Provided Electronically), and has posted it on the Company’s website. Please access thewebsite below to view the information.
The Company’s website
https://www.morito.co.jp/ir_en/stock/meeting.html
In addition to the Company’s website, the Matters to Be Provided Electronically are also posted on thewebsite of the Tokyo Stock Exchange (TSE). Please check the following.
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website above, enter “Morito” in “Issue name (company name)” or its securities
code “9837” in “Code,” select “Basic information” and “Documents for public inspection/PR information”
in that order, and check “Notice of General Shareholders Meeting/Informational Materials for a General
Shareholders Meeting” under “Filed information available for public inspection.”)If you are unable to attend this Meeting, you can exercise your voting rights in writing or via the Internet,
etc. Please review the Reference Documents for the General Meeting of Shareholders, and exercise yourvoting rights by 5:30 p.m. Japan time, Tuesday, February 27, 2024, in accordance with the guidance on
pages 3 to 4.
1. Date and Time
2. Place

Wednesday, February 28, 2024 at 10:00 a.m. Japan time
(Reception will open at 9:15 a.m.)
2F, Obic Midosuji Building (Obic Hall)
4-2-3, Hiranomachi, Chuo-ku, Osaka-shi, Osaka, Japan
Please note that the venue is different from the previous meeting.

3. Meeting Agenda
Matters to be reported:1. The Business Report, Consolidated Financial Statements for theCompany’s 86th Fiscal Year (December 1, 2022 - November 30, 2023)
and results of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Auditors-1-2. Non-consolidated Financial Statements for the Company’s 86th Fiscal
Year (December 1, 2022 - November 30, 2023)
Proposals to be resolved:
Dividends of Surplus
Proposal 1:
Election of Five (5) Directors
Proposal 2:
Revision of the Amount of Remuneration for Directors
Proposal 3:
We do not offer 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.
◼ If any revisions are made to the Matters to Be Provided Electronically, a statement to that effect andthe matters before and after the revisions will be posted on the Company’s website and the TSE
website.
◼ Of the Matters to Be Provided Electronically, the following are not included in the paper-based
documents to be delivered to shareholders who have requested delivery of such documents, pursuant
to the provisions of laws and regulations as well as Article 16 of the Company’s Articles ofIncorporation.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial
Statements included in the paper-based documents to be delivered to shareholders who have requested
delivery of such documents constitute part of the documents audited by the Accounting Auditor andthe Auditors in preparing the Accounting Audit Report and the Audit Report, respectively.

-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, Wednesday, February 28, 2024
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. If there is no indication of approval ordisapproval for a proposal on the voting rights exercise form, it shall be treated as an indication of
approval.
Deadline of exercise: Received by 5:30 p.m. Japan time, Tuesday, February 27, 2024
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, Tuesday, February 27, 2024
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 and a smartphone, the final vote you cast willbe 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, Tuesday, February 27, 2024
(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.
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. 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)-3-

Attention:
Any fees incurred when accessing the voting rights exercise website (Internet access fees, etc.) shall be borneby the shareholder.
For institutional investors:
For this Meeting, institutional investors may exercise their votes through electronic means via the Electronic
Voting System Platform operated by ICJ, Inc.

-4-

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

Dividends of Surplus

The Company proposes to pay year-end dividends for this fiscal year pursuant to its Basic Policy on Profit
Distribution, as follows:(1) Type of dividend property:
Cash(2) Allotment of dividend property and its total amount:
28.00 yen per share of the Company’s common stock at a total of 759,439,128 yen
Annual dividends will be 55 yen per share for this fiscal year including the interim dividend of 27 yen
already paid.
(3) Effective date of distribution of surplus:
February 29, 2024
[Basic Policy on Profit Distribution]
We see returning profits to shareholders as well as building a sound and efficient business foundation andfinancial structure to enhance profitability as key management issues. We will use retained earnings toaggressively invest in areas aimed at long-term growth, such as expanding existing core businesses, seeking
new business opportunities, conducting M&As, etc., with an eye to enhancing our corporate value in the
future. Dividends are determined after considering factors such as the financial position and net assets.
Our basic dividend policy is as follows:- Realize stable and continuous dividend payments- A dividend on equity (DOE) ratio of 4.0% is the standard- Depending on business results, a dividend payout ratio of 50% or more in relation to profit attributable toowners of parent is the standard
However, in a fiscal year with a significant fluctuation in after-tax profit attributable to owners of parent
due to special factors such as extraordinary income or losses, the dividend amount will be determined inlight of the corresponding impact.
From the perspective of striving to further enhance shareholder returns, after considering factors suchas the Company’s earnings and expenditure balance as well as the share price level, the Company willcontinuously review the need to flexibly purchase or retire its treasury shares.

-5-

Proposal 2:

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, Managing 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)

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
November, 1981
September, 1985
April, 1996

1

Number ofshares of theCompany held

Joined the Company
Dispatched to MORITO (EUROPE) B.V.
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
113,700[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.

-7-

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 Officer
December, 2012 Dispatched to MORITO Enterprise (Hong Kong)
Co., Ltd. (currently MORITO SCOVILL HONG
KONG COMPANY LIMITED);
Executive Officer and Deputy Division Manager
of Product Business Division, Sales Supervision
Headquarters
Bunki Yano
December, 2013 Executive Officer attached to Product Business(September 30, 1968)
Division, Sales Supervision Headquarters
February, 2014
Director in charge of Global Business Promotion[Male]
December, 2014 Director, Executive Officer, and Division
20,800Manager of Overseas Business Division[Reappointment]
March, 2015
Director, Senior Executive Officer, and Division
Manager of Overseas Business Division[Special interests in the
October,2015
Director, Senior Executive Officer, Division
Company]
Manager of Overseas Business Division, andNone
General 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
January, 2021
CEO of MORITO SCOVILL AMERICAS, LLC(to date)
March, 2022
Director, Managing Executive Officer, andDivision Manager of Strategic Operations
Division (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, Managing 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.

-8-

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
22,600Manager 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.

-9-

No.

Name
(Date of birth)

April, 1986
April, 1997
April, 1997
June, 2010
June, 2013
February, 2016
April, 2016

Number ofshares of theCompany held

Joined Kobe District Court
Registered with the Osaka Bar Association
Joined OH-EBASHI LPC & PARTNERS (to date)Outside Director, Nitta Gelatin Inc.
Outside Auditor, Morishita Jintan Co., Ltd.
[Female]Outside Director, the Company (to date)[Reappointment]
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 (to[Special interests in thedate)Company]June, 2018
Outside Director and Audit and Supervisory
Committee Member, Morishita Jintan Co., Ltd. (to
None
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 Auditor in the past, the Company determines that
she can appropriately execute her duties as an Outside Director for the reasons above. She will have served as
Outside Director for eight (8) years at the closing of this Meeting.
Mayumi Ishihara(May 3, 1963)4

Career summary, positions, responsibilities,
and significant concurrent positions- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined Dai-Ichi Kangyo Bank, Limited
Joined Mizuho Holdings, Inc. (currently Mizuho
Financial Group, Inc.)
June, 2003
Joined Ferragamo Japan KK[Male]March, 2007
Director, Ferragamo Japan KK[Reappointment]
June, 2012
Auditor, Taiko Pharmaceutical Co., Ltd.
4,200
February,
2017
Outside Director, the Company (to date)[Outside]
June,
2018
Director
and
Audit
and
Supervisory
Committee[Independent]
Member, Taiko Pharmaceutical Co., Ltd.
October,
2019
Outside Auditor, CureApp, Inc. (to date)5 [Special interests in the
December, 2023 Outside Director and Audit and Supervisory
Company]
Committee Member, NS GROUP CORPORATION
None(to date)[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 seven (7) 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 the 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 the provisions of Tokyo Stock Exchange, Inc., and has notified the
Exchange accordingly.
4. Mr. Motoo Matsuzawa belonged to Mizuho Holdings, Inc. (currently Mizuho Financial Group,Inc.) until March, 2003.
Currently, Mizuho Financial Group, Inc. (including its group companies) has transactions with
the Company, but as almost twenty one (21) years have passed since he retired from office, theCompany deems the entity 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,
Auditors, Executive Officers, and externally dispatched officers of the Company and its
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.
Motoo Matsuzawa(January 1, 1955)

April, 1978
April, 2001

Number ofshares of theCompany held

- 11 -

(Reference) Skills Matrix

Directors

Auditors

Name

Globalbusiness

Branding,
Marketing,and Sales

Finance,
Accounting,and M&A

Takaki Ichitsubo

●

●

●

●

●

Bunki Yano

●

●

●

●

●

Kiyomi Akui●

Mayumi Ishihara(Outside)
Motoo
Matsuzawa(Outside)
KiyoshiIchikawa
KosukeMatsumoto(Outside)
MotoshiIshibashi(Outside)●

Personneland HRdevelopment

Risk
management,
Legal affairs,and ESGCorporate
management

●

●
●

●

●

●
●

●
●

●

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.

- 12 -

Proposal 3:

Revision of the Amount of Remuneration for Directors

At the 44th Annual General Meeting of Shareholders held on February 17, 1982, it was approved that theamount of remuneration for Directors of the Company shall be 15 million yen or less per month (however,this amount does not include the amount equivalent to employee salaries), and this has continued to date.
However, taking into consideration the increase in responsibilities of Directors due to changes in thebusiness environment and the strengthening of the governance system, changes in economic conditions,and various other circumstances, we would like to propose that the amount of remuneration for Directors
be revised to 300 million yen or less (including 30 million yen or less for Outside Directors) per year.
This proposal has been determined by the Board of Directors after deliberation by the voluntary
Nomination and Remuneration Committee, comprehensively taking into consideration factors such as theCompany’s business scale, officer remuneration system and its payment level, the current number ofofficers, and future trends and is deemed to be appropriate. As in the past, the amount of remuneration for
Directors shall not include the amount equivalent to employee salaries for Directors concurrently serving
as employees.
The current number of Directors is five (5) (including two (2) Outside Directors). If Proposal 2 isapproved as originally proposed, the number of Directors will continue to be five (5) (including two (2)Outside Directors).

- 13 -