Notice of Convocation

The 61st Ordinary General Meeting of Shareholders

This document is an excerpt translation of the Japanese original and it is for reference purpose only. In the event of any
discrepancy between this English version and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation, or for direct, indirect or any other forms of damages arising from the translation.
Please be advised that certain explanations for domestic voting procedures that are not applicable to the shareholders
outside Japan are omitted or modified to avoid confusion.
English website: https://www.duskin.co.jp/english/ir/stockinfo/(Translation)(Code No.: 4665)
June 2, 2023
To Our Shareholders
Hiroyuki Okubo
Representative Director, President and CEO
Duskin Co., Ltd.
1-33 Toyotsu-cho, Suita-shi
Osaka 564-0051 JAPAN

Convocation Notice of the 61st Ordinary General Meeting of Shareholders
This is to inform you that the 61st Ordinary General Meeting of Shareholders will be held as indicated under the Details of
the Meeting heading below.
In convening this meeting, the Company has taken measures for providing information that constitutes the content of referencematerials and other documents for the General Meeting of Shareholders in electronic format. To review the information (items
subject to measures for electronic provision), please access the websites below.

Corporate website
Website for the convocation

https://www.duskin.co.jp/ir/stockinfo/meeting/notices of General Meetings(Japanese version only)of Shareholders

Website with referencematerials for the General

https://d.sokai.jp/4665/teiji/ (Japanese version only)

Meeting of Shareholders
For the convenience of our shareholders, particularly important items for which measures are to be taken for electronic
provision will be sent in writing. Paper-based documents stating items subject to measures for electronic provision will besent to shareholders who requested the delivery of such documents.

If you do not expect to attend the meeting, you can exercise your voting rights either in writing (by postal mail) or
electronically (via the Internet) as described in the following Exercise of Voting Right. We kindly ask that you exercise yourvoting rights by 5 p.m. (JST) on Thursday, June 22, 2023, after examining the Reference Materials for the General Meetingof Shareholders.

Details of the Meeting

1. Date and Time:

10 a.m. (JST) on Friday, June 23, 2023
(Registration will open at 9 a.m.)

2. Venue:

Main Hall on the 5th Floor
Osaka International Convention Center (Grand Cube Osaka)
5-3-51, Nakanoshima Kita-ku, Osaka
Notes:The General Meeting of Shareholders will be broadcast live via the Internet (Japaneseversion only). Please refer to the enclosed information for details on how to access the live
streaming.

3. Meeting Agenda
Items to be reported
1.

The business report, the consolidated financial statements and audit results on consolidated financial statements
by Accounting Auditors and the Audit and Supervisory Board for fiscal 2022 (April 1, 2022 to March 31, 2023)

2.

The non-consolidated financial statements for fiscal 2022 (April 1, 2022 to March 31, 2023)

Matters to be resolved
Proposal 1:

Appropriation of Retained Earnings

Proposal 2:

Election of Nine (9) Members of the Board of Directors• When attending the meeting in person, please present the enclosed Voting Rights Execution Form at registration.
If attending by proxy, one other shareholder with voting rights may act as a proxy and must submit documentary
evidence of the right of proxy. Please note that only shareholders are entitled to attend the meeting.
• In accordance with laws, regulations and provisions of the Company’s Articles of Incorporation, the following items
subject to measures for electronic provision will not be included in the paper-based documents provided to shareholders
who requested the delivery of such documents. Please note that these items are part of the business reports andconsolidated and non-consolidated financial statements audited by the Audit and Supervisory Board Members as wellas the consolidated and non-consolidated financial statements audited by Accounting Auditors.
(1) The following items in the business report:
a. Status of shares issued to the Company’s Board Directors in compensation for the execution of duties during the
fiscal year under review
b. Status of share acquisition rights
c. Status of Accounting Auditors
d. System for ensuring proper business and the summary of its operational status
e. Basic policies related to the Company’s Ownership Control
f. Policy for constructive dialogue with shareholders(2) Notes to the consolidated financial statements(3) Notes to the non-consolidated financial statements•

If any change is made to an item subject to measures for electronic provision, information on such change will be
posted on the above-mentioned websites, together with the item both before and after the change.

•

In line with Japan’s Cool Biz initiative, please note that the officers and staff will dress lightly in business casual styleduring the meeting to help reduce the Company’s impact on global warming.

Exercise of Voting RightYour vote is important. Voting rights may be exercised in person at the meeting, in writing by postal mail or via electronicmeans.

Exercise of voting right

Exercise of voting right

Exercise of voting right

In person

In writing by postal mailVia the Internet

Submit the enclosed Voting Rights
Execution Form to the registration
counter at the meeting venue. *3

Indicate your approval or disapprovalof the proposals on the enclosed
Voting Rights Execution Form andreturn the form to us so we receive itby the deadline indicated below. *3

Access voting site:
https://www.web54.net*1 and 2
and complete voting by the deadline
indicated below.

Meeting Time and Date

Receipt Deadline

Receipt Deadline

10 a.m., Friday

5 p.m., Thursday

5 p.m., Thursday

June 23, 2023 (JST)June 22, 2023 (JST)June 22, 2023 (JST)*1. When multiple votes are cast through the Internet, the final vote will be considered to be the intended official vote.
*2. If votes are cast both by postal mail (in writing) and through the Internet, then those cast over the Internet will be treatedas valid, regardless of the time when they were received.
*3. If neither approval nor disapproval of a Company proposal is indicated, it shall be deemed a vote of approval.

The shareholders who have exercised their voting rights and whose votes are deemed valid will have the chance to be oneof the 1,000 people to receive a Mister Donut Card, each worth 1,000 yen.

Proposal 1

Appropriation of Retained Earnings

The Company recognizes the return of profits to shareholders as one of the management’s top priorities. Its basic policy is to
distribute a portion of the profit based on performance while preserving an appropriate balance with investments forsustainable growth and higher corporate value, and with maintaining financial soundness in preparation for potential risks.
Accordingly, the Company determines dividends for each fiscal year based on a consolidated payout ratio of 60% or a dividendon equity ratio (DOE) of 2.5%, whichever is higher.
For fiscal 2022, the Company proposes a full-year dividend of 88 yen, considering a consolidated payout ratio of 60%. Thatbrings the year-end dividend to 48 yen per share after deducting the 40-yen interim dividend.

(1) Type of dividend: Cash
(2) Dividend particulars and amounts:
48 yen per share of common stock
Total amount of dividends: 2,349,302,160 yen (Funds for the dividends: Retained earnings)
Duskin paid an interim dividend of 40 yen per share. The full-year dividend is to total 88 yen per share.

(3) The effective date of the dividends: June 26, 2023

Reference Policy on selecting Board Director candidates

Director candidates must have the proper character, knowledge and ethics for this post, and must have no health issues
that would prevent them from performing their duties. The candidates must also be capable of consistently executing the
medium- to long-term growth strategy of the Duskin Group, making a positive impact on the vitality of our organization.
Candidates for Internal Director positions are recommended by current Directors, Audit and Supervisory Board Members,
and Operating Officers. Based on the recommendations, the Representative Director, President and CEO, selects thecandidates for review by the Directors Evaluation Committee that serves as an advisory body to the Board of Directors.
After taking into consideration the feedback of the committee, the Representative Director, President and CEO, proposessuitable candidates who are then selected after thorough discussion and deliberation by the Board of Directors.
Outside Director candidates must have no conflict of interest with respect to the Duskin Group and must be able tomaintain their independence. They must also have the business experience and expertise to perform supervisory andadvisory functions for the Board of Directors. In addition, they must be capable of providing beneficial advice from many
perspectives to ensure management transparency, soundness and fairness. Candidates for Outside Director positions arethen selected after thorough deliberation by the Board of Directors.
In order to maintain independence and effectiveness, the Directors Evaluation Committee must consist of only
independent Outside Directors and Outside Audit and Supervisory Board Members in accordance with regulations of theTokyo Stock Exchange.

Proposal 2

Election of Nine (9) Members of the Board of Directors

The tenure of the current nine (9) Board Directors will expire at the close of this Ordinary General Meeting of Shareholders.
It is therefore proposed that the total number of Directors remains at nine (9).
The candidates for this position are as follows.
Reappointment/New appointment
TenureasDirector(years)Number of Boardof Directors
meetings
attended during
FY 2022

Titles and Responsibilities
at Duskin

Reappointment
Candidate

19

17/17

Representative Director and Chairman

Hiroyuki Okubo(Mr.)

Reappointment
Candidate

3

17/17

Representative Director
President and CEO

3

Kazushi Sumimoto(Mr.)

Reappointment
Candidate

9

17/17

Director and COO
Direct Selling Group

4

Tetsuya Wada
(Mr.)

Reappointment
Candidate

3

17/17

5

Naoto Miyata(Mr.)

Reappointment
Candidate

3

17/17

6

Shinichiro Ueno
(Mr.)

Reappointment
Candidate

1

14/14

Director and Operating Officer
Corporate Business Group

7

Nobuko Sekiguchi(Ms.)

Reappointment
Candidate

4

17/17

Outside Director

8

Yukiko Tsujimoto(Ms.)

Reappointment
Candidate

3

17/17

Outside Director

9Fumi Musashi
(Ms.)

1

14/14

Outside Director

Candidate
No.

Name

1

Teruji Yamamura
(Mr.)

2

Director and COO
Food Group
General Manager, Mister DonutBusiness Group
Director and CFO
Corporate Administration Group
Corporate Account0

Reappointment
CandidateNotes:
1. Years of tenure and age at the close of this Ordinary General Meeting of Shareholders
2. The number of meetings of the Board of Directors that Mr. Shinichiro Ueno and Ms. Fumi Musashi attended is formeetings that were held after their election as Directors on June 23, 2022 (JST).
3. This is not a comprehensive list of all the knowledge, experience and skills of the candidates.

Board Skills

Corporate Management

Finance and Accounting

Sales and Marketing

Accounting
andstrategic
financial skills that come withwell-founded knowledge andexperience
requiredforstrategic financial planning to
forge
a
solid
financialfoundation, invest in growthand enhance shareholder returns

Strategic marketing skills, including
those
for
developing
andmanufacturing (production) of
products and services, required for
our franchising businesses

Requirements

Ability to allocate businessresources effectively based on
legal and compliance skills, risk
management skills, and humanresource skill and sow the seedsof joy for people and society, inorder to achieve sustained
growth and raise corporate
value over the medium to longterm while striving to co-exist
and co-prosper with theenvironment
and
local
communities―fromtheperspective of the franchisesystem[Description of
Skills]Diversity
Corporate
Management

Finance andAccounting

Sales andMarketing

IT and Digital
Transformation

GlobalExpansion

Franchise
Operation

Age

GenderNationality

NonIndependent(Inside)

1

66

Male

Japan

●

●

●

2

60

Male

Japan

●

●

●

●

●

3

62

Male

Japan

●

●

●

●

●

4

60

Male

Japan

●

●

●

●

5

59

Male

Japan

●

●

6

59

Male

Japan

●

●

●

●

7

54

Female

Japan

●

●

8

59

Female

Japan

●

●

9

63

Female

Japan

●

●

Independent(Outside)

●

●

●

●

●
●

●
●
●

IT and Digital Transformation

Global Expansion

Franchise Operation

Ability to drive corporate reform
across Duskin’s products, services
and business model, as well as thecorporate culture and climate, byusing data and digital technologies;
this is a skill required nowadays withdigitalization on the rise as lifestyles
change.

Ability required for capturing new
growth opportunities not only in thedomestic market affected by aging anda declining birthrate, but also with aneye toward entering emerging overseas
markets following their growing
populations

Ability to lead operations as afranchisor, including organizational
development; this is a skill especiallyrequired by Duskin — a pioneer for
franchising in Japan and currently afranchisor for almost all of its
businesses.

Candidate

Teruji Yamamura

No.1

Date of birth: January 28, 1957

Reappointment

Number of Board of Directors meetings attended
during FY 2022:
Number of shares owned:
Tenure:17/17 (100.0%)
43,12419 years(at the close of this Ordinary General Meeting of Shareholders)

Position/Career Summary
June 2022

Representative Director and Chairman(to the present)

Apr. 2018

Representative Director
President and CEO

Apr. 2009

President and CEO

Apr. 2006

Director
Care Service Business Group,
Health & Beauty, Uniform Service,
Drink Service

June 2004

Director and Assistant General Manager
Clean Service Business Group

Jan. 1982

Joined the Company

Reasons for nomination
as a candidate for Director
After a long tenure as President and CEO of
the Company, Mr. Yamamura assumed theposition of Chairman in June 2022 and has
ever since been spearheading the MediumTerm Management Policy 2022, the third andfinal phase of the Company’s long-term
strategy ONE DUSKIN. Mr. Yamamura
possesses extensive expertise in overallmanagement of franchise businesses, garneredover his long career as a top executive at
Duskin and an essential quality for theCompany’s Board Directors. He also hasstrong leadership and the foresight andexecution skills to navigate the Company
through the ever-changing and unpredictablebusiness environment. The Company believes
Mr. Yamamura is an indispensable Board
member to continue raising corporate value
over the medium- to long-term while also
aiming for co-existence and co-prosperity
with the environment and local communities.
Based on these reasons, the Company requests
a vote in his favor for re-election as a Board
Director.

Candidate

Hiroyuki Okubo

No.2

Date of birth: June 30, 1962

Number of Board of Directors meetings attended
during FY 2022:
Number of shares owned:
Tenure:Reappointment

17/17 (100.0%)
13,3393 years(at the close of this Ordinary General Meeting of Shareholders)

Position/Career Summary
June 2022

Representative Director
President and CEO (to the present)

June 2021

Director and Operating Officer
Corporate Planning Group

June 2020

Director and Operating Officer
President’s Office, Information System
Manager, Corporate Planning

Apr. 2020

Operating Officer
Information System
Manager, Corporate Planning

Apr. 2018

Operating Officer
Manager, Corporate Planning

Mar. 2013

General Manager
Kita Kanto Regional Office, Clean & Care Group

Apr. 1985

Joined the Company

Reasons for nomination
as a candidate for Director
Following a long career in productdevelopment and marketing for Duskin’s
mainstream business, Clean & Care Group,
Mr. Okubo has been overseeing Corporate
Planning and Information System. Since his
appointment as Representative Director,
President and CEO of the Company in June
2022, Mr. Okubo has served as Chairman of
the Board of Directors encouraging open andconstructive discussions as well as effectively
managing the Board meetings. Also, Mr.
Okubo has shown strong leadership byheading the Medium-Term Management
Policy 2022, the third and final phase of theCompany’s long-term strategy ONE
DUSKIN, and he is driving the Duskin
Group’s business growth. Moreover, he hasabundant experience in business operations
and extensive expertise in managing franchisebusinesses. The Company believes Mr. Okubo
is an indispensable Board member for further
improving the effectiveness of the Board of
Directors’ decision-making and supervisory
functions in order to continue raising
corporate value over the medium- to longterm while also aiming for co-existence andco-prosperity with the environment and local
communities. Based on these reasons, theCompany requests a vote in his favor for reelection as a Board Director.

Candidate

Kazushi Sumimoto

No.3

Date of birth: November 29, 1960

Reappointment

Number of Board of Directors meetings attended
during FY 2022:
Number of shares owned:

17/17 (100.0%)

Tenure:19,1759 years(at the close of this Ordinary General Meeting of Shareholders)

Position/Career Summary
Apr. 2022

Director and COO
Direct Selling Group (to the present)

June 2020

Director and COO
Direct Selling Group
General Manager, Strategy Management, Direct
Selling Group

Apr. 2020

Director and Executive Operating Officer
Direct Selling Group
General Manager, Strategy Management, Direct
Selling Group

Apr. 2019

Director and Executive Operating Officer
Corporate Planning, General Affairs, Accounting,Public Relations, Information System,
Production & Logistics

Apr. 2018

Director and Senior Operating Officer
Corporate Planning, Production & LogisticsGroup

May 2016

Director, Corporate Planning, Life Care
Development Group, Rent-All,
Uniform Service, Health & Beauty

June 2014

Director, Home Instead (now Life Care)
Division Manager, Rent-All

Apr. 1983

Joined the Company

Reasons for nomination
as a candidate for Director
After making significant contributions to thedevelopment of the Clean & Care and RentAll businesses, Mr. Sumimoto has played a
key role at Corporate Planning and theProduction & Logistics Group since 2016.
Currently, he is overseeing the entire Direct
Selling Group. At the Board of Directors, Mr.
Sumimoto proactively speaks up withaccurate and constructive opinions backed byexperience and together with the Chairman
and the President and CEO, he provides
strong leadership for the Board of Directors.
Mr. Sumimoto possesses extensive expertisein overall management of franchise businesses
garnered over his long career as a top
executive at Duskin. The Company believes
Mr. Sumimoto is an indispensable Board
member for further improving theeffectiveness of the Board of Directors’decision-making and supervisory functions inorder to continue raising corporate value overthe medium- to long-term while also aiming
for co-existence and co-prosperity with theenvironment and local communities. Based onthese reasons, the Company requests a vote in
his favor for re-election as a Board Director.

Candidate

Tetsuya Wada

No.4

Date of birth: July 17, 1962

Number of Board of Directors meetings attended
during FY 2022:
Number of shares owned:
Tenure:Reappointment

17/17 (100.0%)
8,745
3 years(at the close of this Ordinary General Meeting of Shareholders)

Position/Career Summary
Apr. 2023

Director and COO
Food Group
General Manager, Mister Donut Business Group(to the present)

Oct. 2020

Director and COO
Food Group

June 2020

Director and COO
Food Group
Division Manager, Food Business Development

Apr. 2020

Operating Officer
Food Group
Division Manager, Food Business Development

Apr. 2018

Operating Officer
General Manager, Mister Donut Business Group

Apr. 1986

Joined the Company

Reasons for nomination
as a candidate for Director
Mr. Wada has been involved in the FoodGroup since joining Duskin. After supervising
the Mister Donut overseas operations, he was
assigned to oversee Food Business
Development as Division Manager. After
serving successfully in those positions, hebecame General Manager at the Mister DonutBusiness Group to lead the brand’s
revitalization. Currently, he is overseeing theentire Food Group. Mr. Wada proactively
provides constructive opinions on matters
including the Direct Selling Group,
contributing greatly to improving theeffectiveness of the Board of Directors
meetings. Mr. Wada has abundant experiencein business operations and extensive expertisein managing franchise businesses. The
Company believes Mr. Wada is anindispensable Board member for further
improving the effectiveness of the Board of
Directors’ decision-making and supervisory
functions in order to continue raising
corporate value over the medium- to longterm while also aiming for co-existence andco-prosperity with the environment and local
communities. Based on these reasons, theCompany requests a vote in his favor for reelection as a Director.

Candidate

Naoto Miyata

No.5

Date of birth: August 16, 1963

Number of Board of Directors meetings attended
during FY 2022:
Number of shares owned:

Reappointment

17/17 (100.0%)

Tenure:9,015
3 years(at the close of this Ordinary General Meeting of Shareholders)

Position/Career Summary
Apr. 2023

Director and CFO
Corporate Administration Group
Corporate Account (to the present)

Apr. 2021

Director and CFO
Corporate Administration Group

June 2020

Director and CFO
Legal Affairs and Corporate Compliance,
Accounting, General Affairs

Apr. 2020

Operating Officer
Accounting

Apr. 2018

Joined the Company
General Manager, Corporate AccountApr. 2014

General Manager
Public & Financial Institutions Banking Dept.
Sumitomo Mitsui Banking Corporation

Reasons for nomination
as a candidate for Director
Mr. Miyata has extensive knowledge in areas
including finance and capital policy, garneredthrough previous roles in his long-term careerat Sumitomo Mitsui Banking Corporation.
Since joining Duskin, he has accumulated
knowledge and experience in the generalmanagement of franchise businesses throughinitiatives to reinforce the Corporate Accountplatform. Since 2020, he has served as Chief
Financial Officer (CFO). Mr. Miyata
proactively provides constructive opinions,mainly regarding financial strategy,
contributing greatly to improving theeffectiveness of the Board of Directors
meetings. The Company believes Mr. Miyata
is an indispensable Board member for further
improving the effectiveness of the Board of
Directors’ decision-making and supervisory
functions in order to continue raising
corporate value over the medium- to longterm while also aiming for co-existence andco-prosperity with the environment and local
communities. Based on these reasons, theCompany requests a vote in his favor for reelection as a Director.

Candidate

Shinichiro Ueno

No.6

Date of birth: February 19, 1964

Reappointment

Number of Board of Directors meetings attended
during FY 2022:
Number of shares owned:
Tenure:14/14 (100.0%)
4,113
1 year(at the close of this Ordinary General Meeting of Shareholders)

Position/Career Summary
Apr. 2023

Director and Operating Officer
Corporate Business Group (to the present)

June 2022

Director and Operating Officer
Corporate Planning Group

Apr. 2021

Operating Officer
Public Relations
Manager, International Division

May 2019

ManagerInternational Division

June 2012

Chairman and CEO
Duskin Shanghai Co., Ltd.

Mar. 2009Manager
Clean Service Sales Planning

May 2000

Joined the Company

Reasons for nomination
as a candidate for Director
After building his long career at Duskin insales planning for the Company’s mainstream
business, Clean & Care Group, Mr. Ueno
went on to lead and contribute greatly to thefurther expansion of the Clean Service
businesses overseas after being entrusted withoverseeing the subsidiary in Shanghai in
2012. While serving as Operating Officer
since 2021 and as a Board Director since June
2022, Mr. Ueno has been proactively
providing opinions from a global management
perspective, contributing greatly to improving
the effectiveness of the Board of Directors
meetings. The Company believes Mr. Ueno is
an indispensable Board member for further
improving the effectiveness of the Board of
Directors’ decision-making and supervisory
functions in order to continue raising
corporate value over the medium- to longterm while also aiming for co-existence andco-prosperity with the environment and local
communities. Based on these reasons, theCompany requests a vote in his favor for reelection as a Board Director.

Candidate

Nobuko Sekiguchi

No.7

Date of birth: July 3, 1968

OutsideIndependent
Reappointment

Number of Board of Directors meetings attended
during FY 2022:
Number of shares owned:

17/17 (100.0%)

Tenure:200
4 years(at the close of this Ordinary General Meeting of Shareholders)

Position/Career Summary
June 2022

Independent Director
Audit & Supervisory Committee Member
Kobe Steel, Ltd.
(to the present)

June 2020

Outside Director, Audit & Supervisory Committee
Member, H2O Retailing Corporation(to the present)

June 2019

Director, the Company (to the present)

Mar. 2019

Resigned from CAPCOM Co., Ltd.

Apr. 2016

Managing Corporate Officer
Head of Corporate Planning & Human Resources
Division

Apr. 2011

Corporate Officer
Head of Corporate Planning Division

Apr. 2007

General Manager of Accounting Department

Nov. 2005

Joined CAPCOM Co., Ltd.

Significant concurrent position:
Outside Director, Audit & Supervisory Committee Member,
H2O Retailing Corporation
Independent Director, Audit & Supervisory Committee Member
Kobe Steel, Ltd.

Reasons for nomination as a candidate for
Outside Director and expected roles
After working as a management consultant,
Ms. Sekiguchi joined CAPCOM Co., Ltd.
where as a Managing Corporate Officer, she
was engaged in leadership roles involving
corporate planning and personnel system
reforms. Included in her corporate planningresponsibilities were the formulation of its
Mid-Term Plan, the annual budget
management, corporate reorganization and
M&A transactions. Based on her experienceand expertise, Ms. Sekiguchi is expected toprovide comprehensive supervision ofmanagement and advice from the perspectiveof enhancing medium- and long-term
corporate value. Therefore, the Company
requests a vote in her favor for re-election as
an Outside Director.

Candidate

Yukiko Tsujimoto

No.8

Date of birth: February 10, 1964

OutsideIndependent
Reappointment

Number of Board of Directors meetings attended
during FY 2022:
Number of shares owned:

17/17 (100.0%)

Tenure:0
3 years(at the close of this Ordinary General Meeting of Shareholders)

Position/Career Summary
Apr. 2022

Advisor to the City of Kobe (Recruitment and Training)(to the present)

Mar. 2022

Outside Director
SAKATA INX CORPORATION (to the present)

June 2020

Director, the Company (to the present)

Nov. 2014

Representative Director, Shapes Co., Ltd.
(to the present)

June 2014

Resigned from Procter & Gamble Japan K.K.

Apr. 2014

Resigned from the position of Director, P&G K.K.

July 2012

External Relations Director
Procter & Gamble Japan K.K.

June 2012

Resigned from the position of Director,
Procter & Gamble Japan K.K.

Apr. 2008

Director
P&G K.K.

Mar. 2006

Director
Procter & Gamble Japan K.K.

Apr. 1986

Joined Procter & Gamble Far East Inc.

Significant concurrent position:
Representative Director, Shapes Co., Ltd.
Outside Director, SAKATA INX CORPORATION
Advisor to the City of Kobe (Recruitment and Training)

Reasons for nomination as a candidate for
Outside Director and expected roles
Ms. Tsujimoto has a wealth of experience andknowledge in corporate management as a
Director of Procter & Gamble Japan K.K.
Ms. Tsujimoto brings with her an extensive
expertise accumulated during her career with
Procter & Gamble Japan, where she was
responsible for brand marketing andcommunications and took a leadership role inbrand publicity in Asian markets. Based onher experience and expertise, Ms. Tsujimoto is
expected to provide comprehensive
supervision of management and advice fromthe perspective of enhancing medium- andlong-term corporate value. Therefore, theCompany requests a vote in her favor for reelection as an Outside Director.

Candidate

Fumi Musashi

No.9

Date of birth: August 24, 1959

Number of Board of Directors meetings attended
during FY 2022:
Number of shares owned:

OutsideIndependent
Reappointment

14/14 (100.0%)

Tenure:0
1 year(at the close of this Ordinary General Meeting of Shareholders)

Position/Career Summary
June 2022

Director, the Company (to the present)

June 2022

Resigned from CHORI CO., LTD

Jan. 2022

Part-time Adviser
CHORI CO., LTD

Dec. 2020

Assistant General Manager of Corporate
Planning Division and Assistant to
the Executive Chief Representative for China
CHORI CO., LTD

June 2018

Chairman and President
CHORI (CHINA) CO., LTD.

Apr. 2016

President
CHORI (CHINA) CO., LTD.

Apr. 1982

Joined CHORI CO., LTD

Reasons for nomination as a candidate for
Outside Director and expected roles
Ms. Musashi has been involved in business
operations in China since joining CHORI
CO., LTD, including breaking new ground forthe company as its first female expatriate.
Ms. Musashi also brings with her
management experience accumulated since
2018 during her appointment as Chairman andPresident of CHORI (CHINA) CO., LTD., asubsidiary in China.
Based on her experience in global business
operations and expertise, Ms. Musashi is
expected to provide comprehensive
supervision of management and advice fromthe perspective of enhancing medium- andlong-term corporate value. Therefore, theCompany requests a vote in her favor for reelection as an Outside Director.

Notes:
1.

There is no conflict of interest between any of the candidates and Duskin.

2.

Duskin has designated Ms. Nobuko Sekiguchi, Ms. Yukiko Tsujimoto and Ms. Fumi Musashi as Independent
Directors in accordance with regulation of the Tokyo Stock Exchange. If these Director candidates are re-elected as
proposed, Duskin plans to again designate them as Independent Directors.

3.

Duskin has contracts with Ms. Nobuko Sekiguchi, Ms. Yukiko Tsujimoto and Ms. Fumi Musashi that limit their
liability as provided in Article 423, Paragraph 1 of the Companies Act within the amount prescribed by laws orordinances. If these three Outside Director candidates are re-elected as proposed, Duskin plans to extend theircontracts.

4.

Duskin has entered into a directors and officers liability insurance (D&O Insurance) contract with an insurancecompany, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The contract covers legal damages andlitigation expenses in the event that a claim for damages is made against the insureds while they perform their duties.
Each candidate is an insured party under this insurance contract. The Company intends to renew the contract on thesame terms once the contract comes due for renewal.

ReferenceStandards for independence of Outside Directors and Audit and Supervisory Board Members

The independence of an Outside Director or Outside Audit and Supervisory Board Member requires that none of thefollowing items is applicable to these individuals. These standards are based on the independence standards of the
Securities Listing Regulations Enforcement Rules of the Tokyo Stock Exchange and also include standards establishedby Duskin.
1.

A Director (except an Outside Director of Duskin), Audit and Supervisory Board Member (except an Outside Audit
and Supervisory Board Member of Duskin) or employee of one of the Duskin Corporate Group**Duskin Co., Ltd. and its consolidated subsidiaries

2.

A Director, Audit and Supervisory Board Member or employee of a major shareholder* of Duskin or a company orother organization where Duskin is a major shareholder*An individual, company or other entity that owns at least 10% of Duskin’s voting rights

3.

A Director, Audit and Supervisory Board Member or employee of a company in a major business relationship* with
the Duskin Corporate Group*A company where, in the most recent fiscal year, amounts paid to or received from the Duskin Corporate Group forbusiness transactions exceed the larger of 1% of the consolidated sales of the Duskin Corporate Group or the company(including the parent company and subsidiaries) or 1 billion yen

4.

An individual that has received substantial donations* from the Duskin Corporate Group or a Director, Audit andSupervisory Board Member or employee of a company or other organization that has received such donations*Substantial donations are cash and other financial assets with a value exceeding the larger of 1% of the consolidated salesof the Duskin Corporate Group in the most recent fiscal year or 100 million yen.

5.

An attorney, accountant, consultant who has received substantial payments* or other financial assets (or an individual
belonging to a company or other organization that has received these payments) other than Director or Audit andSupervisory Board Member compensation from the Duskin Corporate Group*Substantial payments are cash and other financial assets with a value exceeding the larger of 1% of the consolidated salesof the Duskin Corporate Group in the most recent fiscal year or 100 million yen.

6.

An individual who was ever in any position described in the above items 1 and 2

7.

An individual who was within the past three (3) years in any position described in the above items 3 through 5

8.

Spouses and first- or second-degree relatives of individuals described in the above items 1 through 7

9.

An individual who has been a Duskin Outside Director for five (5) years or a Duskin Outside Audit and Supervisory
Board Member for eight (8) years

10. An individual who provides any other reasons for doubt about independence concerning the performance of duties
as a Duskin Outside Director or Outside Audit and Supervisory Board Member

Consolidated Financial Statements(millions of yen)Account

FY2022 asof Mar. 31, 2023

FY2021 asof Mar. 31, 2022

Assets

Account

FY2022 asof Mar. 31, 2023

FY2021 asof Mar. 31, 2022

36,83238,005

Liabilities
Current liabilities

69,122

84,102

Cash and deposits

18,20723,360Notes and accounts payabletrade

7,594

6,963

Notes and accounts receivabletrade, and contract assets

11,553

12,266

Income taxes payable

1,147

2,359

Lease receivables andinvestments in leases

1,003

1,056

Provision for bonuses

4,022

3,879

－

14

Securities

19,86430,604

Accounts payable-other

9,759

9,136

Merchandise and finished
goods

8,212

8,662

Guarantee deposits received
for rental products

8,771

9,058

290

207

Other

5,537

6,594

Raw materials and supplies

2,629

1,541

8,917

9,023

Accounts receivable-other

5,666

4,994

Long-term borrowings

1,115

1,530

Other

1,707

1,426

Retirement benefit liability

5,850

5,991

-13

-17

Asset retirement obligations

607

611

Long-term guarantee deposits

982

873

Long-term accounts payableother9

10

Deferred tax liabilities

352

5

Other

－

0

45,75047,029Current assets

Work in process

Allowance for doubtful
accounts

Asset retirement obligations

Non-current liabilities

128,402113,952

Property, plant and equipment

49,07649,474

Buildings and structures

14,481

14,834

Machinery, equipment andvehicles

7,386

7,268

Land

22,43922,439320

325

Shareholders' equity

140,282

140,625

4,448

4,607

Share capital

11,352

11,352Intangible assets

7,454

8,146

Capital surplus

11,088

11,091

124,943

122,401

253

270

Retained earnings

Goodwill-7,102-4,219

5,645

6,481

Treasury shares

Software

10,035

1,556

1,393

Accumulated othercomprehensive income

11,078

Other

71,871

56,331

Valuation difference on
available-for-sale securities

8,532

7,195

Investment securities

61,743

46,176

-0

2,987

2,348

Deferred gains or losses onhedges-0

Retirement benefit asset
Deferred tax assets

887

1,601

Foreign currency translation
adjustment

245

34

Guarantee deposits

5,260

5,340

Remeasurements of defined
benefit plans

2,300

2,805

Other

1,012

884
Share acquisition rights

49

59

-19

-19

Non-controlling interests

364

305

Total Net Assets

151,774

151,026

Total Liabilities and Net Assets

197,524

198,055

Non-current assets

Construction in progress
Other

Investments and other assets

Allowance for doubtful
accounts

Total Assets

197,524

Total Liabilities

198,055

Net Assets

Note: All financial figures are in millions of yen, all amounts less than a million are dropped.

Consolidated Statements of Income(millions of yen)

FY2022(Apr. 1, 2022 to Mar. 31, 2023)

FY2021(Apr. 1, 2021 to Mar. 31, 2022)

Net sales

170,494

163,210

Cost of sales

94,47588,30276,01974,90867,38165,009Operating profit

8,637

9,899

Non-operating income

2,989

2,624

Interest income

168

143

Dividend income

380

338

Rental income from facilities

178

174

Commission income

217

225

Share of profit of entities accounted for using equity method

990

703

Gain on adjustment of account payable

381

173

Subsidy income

104

411

Other

Account

Gross profit
Selling, general and administrative expenses

568

452

Non-operating expenses

250

308

Interest expenses

0

0

108

109

Cancellation penalty

285Compensation expenses

31

31

Loss on abandonment of inventories

28

7

Other

79

74

11,375

12,21574

137

Gain on sales of non-current assets

53Gain on sales of investment securities

69

132

Rental expenses on facilities

Ordinary profit
Extraordinary income

－

1

737

725

Loss on sales of non-current assets

2

11

Loss on abandonment of non-current assets

69

104

Impairment loss

644

196

COVID-19 relief money－

107

Provision of reserves for losses on liquidation of subsidiaries and affiliates

20－

Loss on sale of shares of subsidiaries and associates

－

288

Other

－

16

Profit before income taxes

10,713

11,627

Income taxes-current

2,773

2,933

Income taxes-deferred

672

515

7,267

8,178

70

45

7,196

8,132

Other
Extraordinary losses

ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent
Note: All financial figures are in millions of yen, all amounts less than a million are dropped.

Consolidated Statements of Changes in Net Assets (April 1, 2022 to March 31, 2023)(millions of yen)

Shareholders' equity
Share
capitalBalance at beginning of current period

Capital surplus

11,352

11,091Retainedearnings
122,401

TreasurysharesTotal shareholders’equity-4,219140,625

Changes of items during the period
Dividends of surplus-4,652-4,652

Profit attributable to owners of parent

7,196

7,196
-3,306

Purchase of treasury shares-1

Disposal of treasury shares
Disposal of treasury shares by the ESOP Trust-3,306

54

53

368

368

-3

Tax effect adjustment due to change in past year equity
Increase (decrease) arising from changes in surplus ofaffiliates accounted for using equity method

-3
-1

-1

Net changes in items other than shareholders' equity
Total changes of items during the period
Balance at end of current period

－

-3

2,542

-2,882-343

11,352

11,088

124,943-7,102140,282

Accumulated other comprehensive income
Valuationdifference on
available-forsale securities
Balance at beginning ofcurrent period

7,195

Deferred
gains orlosses onhedges-0

Total
Foreigncurrency Remeasurements accumulatedof defined benefit
othertranslationplanscomprehensive
adjustment
income34

2,805

10,035

Shareacquisitionrights

Noncontrollinginterests

Total net
assets59

305

151,026

Changes of items during theperiodDividends of surplus-4,652

Profit attributable to owners ofparent7,196

Purchase of treasury shares-3,306

Disposal of treasury shares

53

Disposal of treasury shares by
the ESOP Trust

368

Tax effect adjustment due tochange in past year equity-3

Increase (decrease) arising fromchanges in surplus of affiliates
accounted for using equity
method-1

Net changes in items other thanshareholders' equity

1,337

－

211

-505

1,043

-9

58

1,092

Total changes of items during
the period

1,337

－

211

-505

1,043

-9

58

748

Balance at end of current
period

8,532

-0

245

2,300

11,07849364

151,774

Note: All financial figures are in millions of yen, all amounts less than a million are dropped.

Non-Consolidated Balance Sheets
Account

FY2022 as(millions of yen)

FY2021 as

VehiclesTools, furniture and fixtures
Fixed assets for rent
Land
Construction in progress
Intangible assets
Goodwill
Trademark right
SoftwareTemporary account for
intangible fixed assets
Other
Investments and other assets
Investment securities
Shares of subsidiaries andassociates
Investments in capital
Investments in capital ofsubsidiaries and associates
Long-term loans receivablefrom subsidiaries andassociates
Long-term prepaid expenses
Deferred tax assets
Guarantee deposits
Other
Allowance for doubtful
accounts
Allowance for investment
loss
Total Assets

FY2021 asof Mar. 31, 2023

of Mar. 31, 2022

45,91944,807

Accounts payable-trade

7,470

6,449

Accounts payable-other

8,347

7,988

Accrued expenses

1,051

1,020

Accountof Mar. 31, 2023 of Mar. 31, 2022

AssetsCurrent assets
Cash and deposits
Notes receivable-trade
Accounts receivable-trade
Lease receivables
Securities
Merchandise and finished
goodsWork in process
Raw materials and supplies
Prepaid expenses
Accounts receivable-other
Short-term loans receivable
Short-term loans receivablefrom subsidiaries and associates
Other
Allowance for doubtful
accounts
Non-current assets
Property, plant andequipment
Buildings
Structures
Machinery and equipment

FY2022 asLiabilities
54,926
11,14413
8,081
570,598
16,211
59,181
319,864
7,321

30,604
7,750

4
1,596
706
5,544
－
144

3
722
601
4,965
1
173

504
-6

385
-10

122,445
36,612

108,673
36,37911,023673
1,223

11,293
689
774

0

0

1,765
70
21,540
314
6,825
56
6
5,470
1,135

1,687
71
21,540
322
7,416
36
4
6,252
962

157
79,00853,51019,059160
64,87838,336
19,094

0
123

0
－

874

823

Current liabilities

Income taxes payable

770

1,861

Deposits received

14,384

12,222

Guarantee deposits received
for rental products

9,421

9,729

Provision for bonuses

2,968

2,931

Asset retirement obligations
Other
Non-current liabilities

297
1,997
4,568
18
-17

177,372

2,590

8,342

12,096

1,115

1,530

Provision for retirement
benefits

3,811

5,272

Asset retirement obligations

420

423

Long-term guarantee deposits

1,284

1,116

Long-term deposits received

1,680

3,710

Long-term accounts payableother

8

8

Other

21

33

54,261

56,903

Shareholders' equity

114,657

115,249

Share capital

11,352

11,352

Capital surplus

1,090

1,090

1,090

1,090

Total Liabilities
Net Assets

Legal capital surplus
Retained earnings

109,315

107,025

Legal retained earnings

2,777

2,777

Other retained earnings

106,538

104,247

Reserve for businessdevelopment

869

869

Reserve for reduction entry

63

63

General reserve

96,80096,800Retained earnings brought
forward

8,805

6,514

-7,101-4,218

8,403

7,059

8,403

7,059

49

59

Total Net Assets

123,110

122,369

Total Liabilities and Net Assets

177,372

179,272

Valuation and translation
adjustments
Valuation difference on
available-for-sale securities
Share acquisition rights

-362

13

1,504

Long-term borrowings

Treasury shares
386
1,019
4,479
93
-178

－

-241

179,272

Note: All financial figures are in millions of yen, all amounts less than a million are dropped.

Non-Consolidated Statements of Income(millions of yen)Account

FY2022(Apr. 1, 2022 to Mar. 31, 2023)

FY2021(Apr. 1, 2021 to Mar. 31, 2022)

Net sales

138,560

132,333

Cost of sales

84,17378,28754,38654,046

48,63447,217

Operating profit

5,752

6,828

Non-operating income

4,807

4,097

9

9

158

135

2,478

2,042

Rental income from facilities

955

927

Commission income

359

348

Other

846

634

Non-operating expenses

433

363

Interest expenses

11

11

Rental expenses on facilities

182

162

Provision of allowance for doubtful accounts

161－

Cancellation penalty

18

81

Loss on debt waiver

－

50

Other

60

56

10,125

10,56370

135

Gain on sales of non-current assets

1

2Gain on sales of investment securities

68

132

841

752

Loss on sales of non-current assets

2

11

Loss on abandonment of non-current assets

45

87

Impairment loss

638

126

Provision of allowance for investment loss

121

24

Loss on sale of shares of subsidiaries and associates

35

91

Loss on valuation of shares of subsidiaries and associates－

276

COVID-19 relief money

－

123

Other

－

12

Income before income taxes

9,354

9,945

Income taxes-current

2,024

2,141

Income taxes-deferred

385

404

6,944

7,400

Gross profit
Selling, general and administrative expenses

Interest income
Interest income on securities
Dividend income

Ordinary profit
Extraordinary income

Extraordinary losses

ProfitNote: All financial figures are in millions of yen, all amounts less than a million are dropped.

Non-Consolidated Statements of Changes in Net Assets (April 1, 2022 to March 31, 2023)(millions of yen)

Shareholders' equity
Capital surplus

Retained earnings
Other retained earnings

Share

Legal
capitalsurplusRetainedearnings
brought
forwardTotal
retainedearnings

6,514

107,025

Dividends of surplus-4,652-4,652

Profit

6,944

6,944

-1

-1

capitalBalance at beginning ofcurrent period

11,352

Legal
Total capitalretained Reserve for Reserve forsurplus
reduction
earnings businessdevelopment
entry

1,090

1,090

2,777

869

63

Generalreserve
96,800Changes of items during theperiodPurchase of treasury shares
Disposal of treasury shares
Disposal of treasury shares by
the ESOP Trust
Net changes in items otherthan shareholders' equity
Total changes of items during
the period
Balance at end of current
period

－

－

－

－

－

－

－

2,290

2,290

11,352

1,090

1,090

2,777

869

63

96,8008,805

109,315

ShareacquisitionrightsTotal net
assets59

122,369

Valuation and translation
adjustments

Shareholders' equity

Treasury shares

Balance at beginning of current period-4,218

Total
shareholders’equityValuationdifference on
available-for-salesecurities

Total valuationand translation
adjustments

7,059

7,059

115,249

Changes of items during the period
Dividends of surplus-4,652-4,652

Profit

6,944

6,944

Purchase of treasury shares-3,306-3,306-3,306

Disposal of treasury shares

54

53

53

Disposal of treasury shares by the ESOP Trust

368

368

368

Net changes in items other than shareholders'equity

1,343

1,343

-9

1,333

Total changes of items during the period-2,882

-591

1,343

1,343

-9

741

Balance at end of current period-7,101

114,657

8,403

8,403

49

123,110

Note: All financial figures are in millions of yen, all amounts less than a million are dropped.