This document has been translated from the Japanese original 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 no responsibility
for this translation, or for direct, indirect or any other forms of damages arising from the translation.

(Translation)(Code No.: 4665)
June 1, 2017
To Shareholders
Teruji Yamamura
President & CEO
Duskin Co., Ltd.
1-33 Toyotsu-cho, Suita-shi,
Osaka 564-0051 JAPAN

Notice of the 55th Annual General Meeting of Shareholders
The 55th Annual General Meeting of Shareholders will be held as indicated below under the heading of“Details of the Meeting” and your attendance is cordially requested.
If you are unable to attend on this date, you may exercise your voting rights either in writing or via
electronic format (Internet). In this case, you are requested to carefully review the Reference Material
for the Annual General Meeting of Shareholders, attached hereto, and exercise your voting rights by
5:00 pm on Wednesday, June 21, 2017.
Details of the Meeting
1: Date and Time:

10:00 am on Thursday, June 22, 2017
(The reception is scheduled to start at 9:00 am.)

2: Venue:

Main Hall, Osaka International Convention Center 5th Floor
5-3-51 Nakanoshima, Kita-ku, Osaka, Japan

3: Purpose of the Shareholders’ Meeting
Items to be reported
1.

Presentation of the business report, the Consolidated Financial Statements for Fiscal 2016
(April 1, 2016 to March 31, 2017) and Result on Consolidated Financial Statement Auditing
Report by Accounting Auditors and the Audit & Supervisory Board

2.

Presentation of the business performance, Fiscal 2016 (April 1, 2016 to March 31, 2017)

Matters to be resolved
Proposal 1:

Proposal for Appropriation of Retained Earnings

Proposal 2:

Partial Amendments to the Articles of Incorporation

Proposal 3:

Election of Twelve (12) Members of the Board of Directors

Proposal 4:

Determination of Remuneration concerning Stock Options for Directors(excluding Outside Directors)

14: Matters concerning exercise of voting rights(1) When multiple votes are cast through Internet, the final vote will be considered to be the intended
official vote.
(2) When multiple votes are cast on Internet and by proxy card, regardless of the time of the received
votes, vote on Internet will be considered to be the intended effective vote.
(3) Shareholders may vote their shares by proxy by naming another shareholder who holds voting rights
to attend the shareholders meeting and act as the proxy. In this case, the proxy must submit proof ofidentity
5: Matters concerning materials annexed to this notice and reference materials for the Annual
General Meeting of Shareholders(1) The following matters have been posted on the corporate website (Japanese only) and are therefore
omitted from the materials annexed to this Notice pursuant to relevant laws and Article 17 of theCompany’s Articles of Incorporation:
1) Necessary systems to ensure appropriate execution of operations and its operational status2) Basic Policies related to the Company’s Ownership Control
3) The notes to the consolidated financial statements; and
4) The notes to the nonconsolidated financial statements
Audit & Supervisory Board Members audit the business report, consolidated and nonconsolidated
financial statements attached to this Notice of convocation, and documents 1) to 4) as stated above.
The Accounting Auditor audits the consolidated and nonconsolidated financial statements attached tothis Notice of convocation, and documents 3) to 4) stated above.
(2) If amendments are made to the Shareholders’ Meeting reference materials, the business report, or
the consolidated and nonconsolidated financial statements, the amended contents will be posted
immediately on the corporate website (Japanese only).
Our corporate website: http://www.duskin.co.jp/ir/

When attending the Meeting in person, please present the enclosed voting form at the reception. Please
note that only shareholders are entitled to attend the Meeting.
Please bring this copy of the proxy statement to the Meeting to save resources.

2

Exercise of Voting Right
Voting rights may be exercised by attendance, in writing or via electronic means.

1

Submit Voting Rights Execution
Form to the reception counter at the
Meeting

Exercise of voting right

By attendance
Meeting/ Date and Time2

10:00 am, Thursday, June 22, 2017
Please indicate your approval ordisapproval of the proposals on theenclosed Voting Rights Execution
Form to us by the deadline
indicated below.

Exercise of voting right

In writing by post

Deadline3

5:00 pm, Wednesday, June 21, 2017

Exercise of voting right

Please refer to the page 4.

Via Electronic means/Internet

Deadline

5:00 pm, Wednesday, June 21, 2017

Electronic Voting Platform for institutional investors
As a method of exercising voting rights via electronic means with respect to the General Meetings ofShareholders of the Company, the electronic voting platform for institutional investors operated by
Investor Communications Japan Inc., which was established by Tokyo Stock Exchange, Inc. and otherentities, in addition to the exercise of voting rights via the Internet stated in item on the page 4, isavailable to custodian banks and other nominal shareholders (including standing proxies) who haveapplied to use such platform in advance.

3

Voting information over the Internet
If you wish to vote over the Internet, please follow the instructions below.
1. Voting over the Internet
Voting over the Internet can only be accomplished by accessing the site designated for this purpose
only by the Company (Japanese only).
Voting site: http://www.web54.net
2. Voting validity
1) Please note that voting over the Internet requires the voting code and password printed on the
Proxy Card and follow the instructions on the site.
2) The deadline is 5:00 pm, Wednesday, June 21, 2017.
3) When multiple votes are cast on Internet, the last vote will be considered to be the intended
official vote.
4) When multiple votes are cast on Internet and by proxy card, regardless of the time of thereceived votes, vote on Internet will be considered to be the intended effective vote.
5) Please note that using Internet may incur cost such as connection fee, and such cost will beborne by the shareholders.
3. The voting password
1) Please note that voting password is material information for identification and the Company
will not respond to the enquiries regarding the password.
2) Password will expire after certain number of unsuccessful tries. Follow guidance on the screen
to apply for reissuance of password.
Please contact the offices below if you have any questions:
Questions for operating personal computers:

Other inquiries:

Dedicated line for the service

Transfer Agent Office

The Sumitomo Mitsui Trust Bank, Limited

The Sumitomo Mitsui Trust Bank, Limited

Transfer Agent Web Support
Phone: 0120-652-031

Phone: 0120-782-031
9:00 – 17:00
Excluding Saturday, Sunday and Holidays

9:00 – 21:00

4

= Reference Material =Proposal 1: Proposal for Appropriation of Retained Earnings
Duskin considers the return to shareholders one of the most important priorities and the payment ofcontinuous returns on profits is basic to how we organize and manage our businesses. After securing
internal capital resources required for operations, business plans and sound business management, we
determine the amount of the year-end dividend and appropriation of the retained earnings.
During the fiscal year that ended in March 2017, Duskin used retained earnings brought forward to fundthe retirement of treasury shares. As a result, the general reserve was reversed and transferred to retained
earnings brought forward and the year-end dividend for the fiscal year will be 20 yen per share, the sameas one year earlier.

1. Other appropriation of the retained earnings(1) Item and amount of decreased retained earnings
General reserves: 4,000,000,000 yen(2) Item and amount of increased retained earnings
Retained earnings brought forward: 4,000,000,000 yen
2. Year-end dividend for this fiscal year
(1) Type of dividend: cash
(2) Particulars and amount of the dividends
20 yen per share of common stock
Total amount of dividends:

1,068,908,820 yen (funds for the dividends: retained earnings)

The Company paid an interim dividend of 20 yen per share. The full-year dividend is to total 40
yen per share.
(3) The effective date of the dividends: June 23, 20175

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendments
It is proposed to add business activities in the present Articles of Incorporation Article 3 (Purpose) inorder to prepare for future business expansion.
Amendment 7:

To enable the Company to provide daily support services to people certified“requiring support” in accordance with the newly amended Long-term Care Insurance Act
Amendment 10: A construction license under the Construction Business Act is needed for certain
construction work for setting up indoor and outdoor event venues.
2. Proposed Amendments
The proposed amendments are as shown below(Amendments are underlined.)

Present Articles of Incorporation
CHAPTER I

Proposed Amendments

GENERAL PROVISIONSCHAPTER I(Purpose)

GENERAL PROVISIONS(Purpose)

Article 3: The purpose of the Company shall be Article 3: The purpose of the Company shall beto engage in the following businesses:

to engage in the following businesses:(1. - 6. omitted)(1. - 6. unchanged)

7. Provision of in-home services of home-visit 7. Provision of in-home services of home-visit
long-term care, rental of specified welfare long-term care, rental of specified welfare
equipment and rental of specified welfare equipment and rental of specified welfare
equipment for preventive long-term care, as well equipment for preventive long-term care, as well
as sale of specified welfare equipment and sale of as sale of specified welfare equipment and sale ofspecified welfare equipment for preventive long- specified welfare equipment for preventive longterm care under the Long-Term Care Insurance term care, comprehensive services for long-term
Actcare prevention/daily support- first house callservices under the Long-term Care Insurance Act(8. - 9. omitted)(8. - 9. unchanged)(new)

10. Construction(10. - 37. omitted)(11. - 38. unchanged)

6

Proposal 3: Election of Twelve (12) Members of the Board of Directors
The term of the current twelve (12) Directors of the Board shall expire at the close of this Annual General
Meeting of Shareholders. It is proposed that the total number of Directors remains at twelve (12).

CandidateNo.

1

Reappointment

Teruji Yamamura

2

Reappointment

Kenichi Miyajima

3

Reappointment

Akihisa Tsurumi

4

Reappointment

Kazuo Okai

5

Reappointment

Junichi Narahara

6

Reappointment

Osaharu Fujii

7

Reappointment

Kazushi Sumimoto

8

Reappointment

Hideyuki Naito

9

Reappointment

Taku Suzuki

10

11

12

Titles and Responsibilities(significant concurrent positions)

Name

Reappointment
Candidate for
Independent Outside
Director
Reappointment
Candidate for
Independent Outside
Director
New
Candidate for
Independent Outside
Director

President & CEO

Number of
Board ofDirectors
meeting
attended
26/26

Senior Executive Director
Mister Donut Business Group
Food Business Development
Senior Executive Director
President’s Office
Human Resources
Public Relations
Information System
Executive Director
International, ServiceMasterTerminix, Merry Maids, Total Green,Home Repair
Director
Clean & Care Sales Group
Clean Service Development
Corporate AccountDirector
Legal Affairs & Corporate Compliance
Quality Assurance & Risk Management
New Business Development
Product Inspection Center
Director
Corporate Planning
Production & Logistics Group
Director
General Affairs, Accounting
Corporate Management
Director
Life Care Development Group
Rent-All, Uniform Service
Health & Beauty

24/26

26/26

24/26

26/26

26/26

22/26
20/20

19/20

Tadashi Yamamoto

Outside Director

26/26

Junko Katada

Outside Director

26/26

Tomoya Yoshizumi--

Note: Attendance at meetings of the Board of Directors for Hideyuki Naito and Taku Suzuki are formeetings held after their election as Directors on June 24, 2016.

7

Reference: Policy for selection of Director candidates
Director candidates must have the proper character, knowledge and ethics for this post and must haveno health issues that would prevent them from performing their duties.
With regard to internal Directors, the President & CEO requests recommendations for candidates fromcurrent Directors of the Board, and reviews the recommendations. Candidates for internal Directors
must be those who can steadily promote the medium-long-term growth strategy of the Duskin Group,and make a positive impact on vitalizing our organization. Candidates are selected by the Board of
Directors after taking into account the opinions of Audit & Supervisory Board Members and theOutside Directors and Audit & Supervisory Board Members Council.
Candidates for Outside Directors must not be a related party of the Duskin Group and be able tomaintain their independence. They must also have the business experience and expertise to perform
supervisory and advisory functions for the Board of Directors. In addition, they must be capable ofproviding beneficial advice from many perspectives to ensure management transparency, soundness
and fairness. Outside Director candidates are selected by the Board of Directors after taking into
account the opinions of Audit & Supervisory Board Members and the Outside Directors and Audit &Supervisory Board Members Council.
Candidate No. 1
Number of shares owned: 32,185

Date of birth

Teruji Yamamura

January 28, 1957

Tenure: 13 years(at the conclusion of this Annual General Shareholders’ Meeting)

Position/Career Summary
Apr. 2009
President & CEO (to the present)
Apr. 2007
Director
Care Service Business Group
Rent-All, Home Instead
June 2004
Director & Assistant General Manager
Clean Service Business Group
Jan. 1982
Joined the Company
Reasons for recommending Teruji Yamamura as a candidate for Director

Reappointment
Attendance at Board of Directors meetings
during FY 2016:26/26
100.0%

Since becoming President & CEO in 2009, Mr. Yamamura has
implemented reforms to achieve a recovery in consolidated
performance and supervised the ONE DUSKIN structural reforms
aimed at providing a single point of contact for customers. In
addition, Mr. Yamamura has established a global strategy forsustained growth and overseen the development of new businesses.
Therefore, Duskin requests a vote in favor of Mr. Yamamura’s reelection as a Director.

8

Candidate No. 2

Kenichi Miyajima

Date of birth

Number of shares owned: 10,800

March 16, 1955

Tenure: 13 years(at the conclusion of this Annual General Shareholders’ Meeting)

Reappointment
Attendance at Board of Directors meetings
during FY 2016:

24/26
92.3%

Position/Career Summary
June 2016
Senior Executive Director (to the present)
Mister Donut Business Group
Food Business Development
Apr. 2015
Senior Executive Director
President’s Office
Mister Donut Business Group and Food Group
June 2012
Senior Executive Director
President’s Office, Public Relations
Legal Affairs & Corporate Compliance
Quality Assurance & Risk Management
Product Inspection Center
Food Chain Business & Development
Apr. 2009
Executive Director
Clean Service Business Group
Care Service Business Group
Rent-All, Uniform Service, Health & Beauty,Home Instead, Drink Service, Corporate AccountJune 2004
Director & General Manager, Clean Service BusinessGroup
May 1990
Joined the Company
Reasons for recommending Kenichi Miyajima as a candidate for Director

Mr. Miyajima was named a Senior Executive Director and General
Manager of Mister Donut Business Group in 2014 after positions in
the Clean and Care Service Businesses, the head office and the FoodGroup. Due to Mr. Miyajima’s extensive experience with all Duskin
operations and strong leadership skills, Duskin requests a vote infavor of Mr. Miyajima’s re-election as a Director.

9Candidate No. 3

Akihisa Tsurumi

Date of birth

Number of shares owned: 11,100

September 26, 1953

Tenure: 10 years(at the conclusion of this Annual General Shareholders’ Meeting)

Reappointment
Attendance at Board of Directors meetings
during FY 2016:26/26
100.0%

Position/Career Summary
Apr. 2017
Senior Executive Director (to the present)
President’s Office, Human Resources, Public Relations,
Information System
June 2016
Senior Executive Director
President’s Office, Human Resources, General Affairs,
Public Relations, Information System
June 2015
Senior Executive Director
Human Resources, General Affairs, Accounting,Information System
Quality Assurance & Risk Management
Product Inspection Center, Production & Logistics
June 2011
Executive Director
Human Resources, General Affairs, Accounting
Information System
June 2007
Director
Continuous Process Improvement
Manager, Corporate Planning
Apr. 2005
Joined the Company
Manager, Continuous Process Improvement
Oct. 2002
General Manager, Kyoto Corporate Business Office-3,
Sumitomo Mitsui Banking Corporation
Reasons for recommending Akihisa Tsurumi as a candidate for Director

Since his election as a Director in 2007, Mr. Tsurumi has used
experience and knowledge from jobs before joining Duskin for theoversight of corporate-level departments. Mr. Tsurumi has played acentral role in creating management strategies for improving
profitability and returns on capital, such as by enacting personnel
system reforms. Therefore, Duskin requests a vote in favor of Mr.
Tsurumi’s re-election as a Director.

10Candidate No. 4

Kazuo Okai

Date of birth

Number of shares owned: 17,955

June 29, 1957

Tenure: 9 years(at the conclusion of this Annual General Shareholders’ Meeting)

Position/Career Summary
Apr. 2017
Executive Director (to the present)International, ServiceMaster, Terminix, Merry Maids,
Total Green, Home Repair
June 2015
Executive Director
General Manager, Clean & Care Development Group
Apr. 2010
Director
Corporate Planning, Overseas Business Development
New Business Development
June 2008
Director
Manager, Overseas Business Development
Chairman & CEO, Duskin Hong Kong Co., Ltd.
Apr. 1980
Joined the Company
Reappointment
Attendance at Board of Directors meetings
during FY 2016:

24/26
92.3%

Reasons for recommending Kazuo Okai as a candidate for Director

Mr. Okai has used extensive experience to oversee corporate
planning, overseas operations, the Clean & Care Business Group andother operations since becoming a Director in 2008. Starting in 2017,he supervised strategic planning and product/service development for
Care Service Businesses and expansion and establishment ofoverseas businesses. Therefore, Duskin requests a vote in favor of
Mr. Okai’s re-election as a Director.

Candidate No. 5

Junichi Narahara

Date of birth

Number of shares owned: 9,800

February 20, 1958

Tenure: 8 years(at the conclusion of this Annual General Shareholders’ Meeting)

Position/Career Summary
Apr. 2017
Director (to the present)
Clean & Care Sales Group
Clean Service Development
Corporate AccountApr. 2015
Director, General Manager, Clean & Care Sales Group
Mar. 2014
Director, Western Japan, Clean & Care Group
June 2009
Director & General Manager, Mister Donut Business
Group
Oct. 1982
Joined the Company
Reasons for recommending Junichi Narahara as a candidate for Director

Reappointment
Attendance at Board of Directors meetings
during FY 2016:26/26
100.0%

Mr. Narahara has been involved for many years in the growth of
Mister Donut Business Group. Since 2014, he has been overseeing
sales and business development in the Clean & Care Businesses. He
is supervising measures to energize the frontline sales organizationand direct selling organization. Therefore, Duskin requests a vote infavor of Mr. Narahara’s re-election as a Director.

11

Candidate No. 6

Osaharu Fujii

Date of birth

Number of shares owned: 9,700

September 25, 1958

Tenure: 4 years(at the conclusion of this Annual General Shareholders’ Meeting)

Reappointment
Attendance at Board of Directors meetings
during FY 2016:26/26
100.0%

Position/Career Summary
Apr. 2017
Director (to the present)
Legal Affairs & Corporate Compliance,
Quality Assurance & Risk Management
New Business Development, Product Inspection Center
June 2016
Director, Legal Affairs & Corporate Compliance,
Quality Assurance & Risk Management
International, New Business Development
June 2013
Director, Corporate Planning,
Overseas Business Development
New Business Development
Manager, Corporate Management
Chairman & CEO, Duskin Hong Kong Co., Ltd.
Apr. 2010
Joined the Company
Manager, New Business Development
Apr. 2008
General Manager,
Osaka-Nishi Corporate Business Office
Sumitomo Mitsui Banking Corporation
Reasons for recommending Osaharu Fujii as a candidate for Director

Mr. Fujii has been involved with new business development sincejoining Duskin in 2010. After becoming a Director in 2013, he has used
experience from prior jobs to oversee corporate-level departments. In
addition to his experience with implementing M&A strategies, he isexpected to play a key role to support legal affairs, quality assurance,compliance, risk management and CSR management. Therefore, Duskin
requests a vote in favor of Mr. Fujii’s re-election as a Director.
Candidate No. 7

Kazushi Sumimoto

Date of birth

Number of shares owned: 5,185

November 29, 1960

Tenure: 3 years(at the conclusion of this Annual General Shareholders’ Meeting)

Position/Career Summary
Apr. 2017
Director (to the present)
Corporate Planning, Production & Logistics GroupMay 2016
Director, Corporate Management,Life Care Development Group, Rent-All,
Uniform Service, Health & Beauty
June 2014
Director, Home Instead
Division Manager, Rent-All
Apr. 1983
Joined the Company
Reasons for recommending Kazushi Sumimoto as a candidate for Director

Reappointment
Attendance at Board of Directors meetings
during FY 2016:

22/26

Mr. Sumimoto was assigned to Clean & Care Business Group andthen moved to Rent-All in 2012 where he has made a big contribution
to the growth of this business. As the Director for corporate planningfrom 2016, and for Production & Logistics from 2017, he is expected
to play a central role in strengthening the foundation for existing
business operations, formulating growth strategies, and optimizing
cost structures. Therefore, Duskin requests a vote in favor of Mr.
Sumimoto’s re-election as a Director.

84.6%

12

Candidate No. 8

Hideyuki Naito

Date of birth

Number of shares owned: 5,585

December 3, 1961

Tenure: 1 year
(at the conclusion of this Annual General Shareholders’ Meeting)

Position/Career Summary
Apr. 2017
Director (to the present)
General Affairs, Accounting, Corporate Management
June 2016
Director, Corporate Management
Manager, Accounting
Apr. 2012Manager, Accounting
Nov. 2007
Manager, Auditing
Apr. 1982
Joined the Company
Reasons for recommending Hideyuki Naito as a candidate for Director

Reappointment
Attendance at Board of Directors meetings
during FY 2016:

20/20

Mr. Naito was involved with operations and accounting and financein several business units and then became Manager of the Audit
Department and the Accounting Department. He has many years ofexperience with financial statement accounting, internal controls,
equity-related measures and other activities. Due to his ability to help
achieve management, financial and other strategic goals, Duskin
requests a vote in favor of Mr. Naito’s re-election as a Director.

100%

Candidate No. 9

Taku Suzuki

Date of birth

Number of shares owned: 2,900

October 8, 1965

Tenure: 1 year
(at the conclusion of this Annual General Shareholders’ Meeting)

Position/Career Summary
Apr. 2017
Director (to the present)
Life Care Development, Rent-All
Uniform Service, Health & Beauty
June 2016
Director, Product Inspection Center
General Manager, Production & Logistics GroupMay 2012
General Manager, Production & Logistics Group
Oct. 2009
Regional Manager, Shikoku Area, Clean Service
Business Group
Apr. 1989
Joined the Company
Reasons for recommending Taku Suzuki as a candidate for Director

Reappointment
Attendance at Board of Directors meetings
during FY 2016:

19/20
95.0%

Mr. Suzuki was involved with new business development associatedwith the Clean & Care Business Group, plant operations and otheractivities. In 2012 he was appointed General Manager of the
Production & Logistics Group, where he has enacted production
reforms. From 2017 as the Director for senior care services, he isexpected to use strong leadership for establishing and strengthening
the business foundation in this field. Therefore, Duskin requests avote in favor of Mr. Suzuki’s re-election as a Director.

13

Candidate No. 10

Tadashi Yamamoto

Date of birth

Number of shares owned: -November 14 , 1952

Tenure: 2 years(at the conclusion of this Annual General Shareholders’ Meeting)

Reappointment

Candidate for Independent
Outside Director
Attendance at Board of Directors meetings
during FY 2016:26/26
100.0%

Position/Career Summary
June 2015
Director (to the present)
June 2014
Resigned from the position of Audit & Supervisory
Board Member, Wacoal Corp.
June 2012
Audit & Supervisory Board Member
Wacoal Corp.
Resigned from the position of Director
Wacoal Holdings Corp.
Mar. 2012
Resigned from the position of Director, Wacoal Corp.
Apr. 2008
Director, Wacoal Holdings Corp.
Senior Managing Corporate Officer
General Manager, International Operations
Wacoal Corp.
June 2006
Director, Wacoal Holdings Corp.
Managing Corporate Officer
General Manager, Human Resource & Administration
Wacoal Corp.
Apr. 1976
Joined Wacoal Corp.
Reasons for recommending Tadashi Yamamoto as a candidate for Director

Mr. Yamamoto has a great deal of experience and knowledge incorporate management as a Director and Senior Managing Corporate
Officer at Wacoal Corporation. In addition, he has considerable
expertise concerning human resource planning, international
operations and other fields. Since becoming a Duskin Outside
Director in June 2015, Mr. Yamamoto has contributed to enhancing
corporate governance by providing advice and supervision regarding
management from an objective standpoint independent of theexecutives who conduct Duskin’s business operations. Therefore,
Duskin requests a vote in favor of Mr. Yamamoto’s re-election as an
Outside Director.

14

Candidate No. 11

Junko Katada

Date of birth

Number of shares owned: 400

February 21, 1963

Tenure: 2 years(at the conclusion of this Annual General Shareholders’ Meeting)

Position/Career Summary
June 2015
Director (to the present)
June 2015
Resigned from the position of Auditor, Osaka Izumi
Consumers' Co-Operative Union
June 2007
Auditor, Osaka Izumi Consumers' Co-Operative Union

Reasons for recommending Junko Katada as a candidate for Director

Reappointment

Candidate for Independent
Outside Director
Attendance at Board of Directors meetings
during FY 2016:

26/26

Ms. Katada has a thorough knowledge of consumer issues. Since
becoming a Duskin Outside Director in June 2015, she has
contributed to enhancing corporate governance by providing advice
and supervision regarding protection of the interests of customers andgeneral consumers from an objective standpoint independent of theexecutives who conduct Duskin’s business operations. Therefore,
Duskin requests a vote in favor of her re-election as an Outside
Director. Although she has not been involved in corporate
management, Duskin believes that Ms. Katada is capable of fulfillingher duties as an Outside Director.

100.0%

15

Candidate No. 12

Tomoya Yoshizumi

Date of birth

Number of shares owned: -June 10, 1953

Tenure: (at the conclusion of this Annual General Shareholders’ Meeting)

New Candidate for
Independent Outside Director

Position/Career Summary
June 2017
Expected to retire from Ajinomoto Co., Inc.
June 2015
Advisor, Ajinomoto Co., Inc.
June 2013
Corporate Vice President & General Manager,
North America Division,
Bioscience & Finechemicals Business Division
Ajinomoto Co., Inc.
President, AJINOMOTO NORTH AMERICA, INC
June 2011
Member of the Board & Corporate Vice President
General Manager, North America Division
Bioscience & Finechemicals Business Division
Ajinomoto Co., Inc.
President, Ajinomoto U.S.A.
(current AJINOMOTO NORTH AMERICA, INC)
June 2008
Member of the Board & Corporate Vice President
President, Amino Acids Company
June 2007
Member of the Board, Ajinomoto Co., Inc.
Apr. 1978
Joined Ajinomoto Co., Inc.
Reasons for recommending Tomoya Yoshizumi as a candidate for Director

Mr. Yoshizumi has a great deal of experience and knowledge incorporate management as a Member of the Board and Corporate Vice
President at Ajinomoto Co., Inc. At Ajinomoto, he was engaged instrategic production planning, the Medium-Term Management Planand implementing M&A strategies for the Ajinomoto Group. For
four years from 2011, he supervised business operations in North
America as General Manager, North America Division and Presidentof AJINOMOTO NORTH AMERICA, INC. Mr. Yoshizumi is
expected to enhance corporate governance by providing advice andsupervision regarding management from an objective standpoint
independent of the executives who conduct Duskin’s business
operations. Therefore, Duskin requests a vote in favor of Mr.
Yoshizumi’s election as a new Outside Director.
1. The nominees have no special interests in Duskin.
2. Duskin has designated Mr. Tadashi Yamamoto and Ms. Junko Katada as Independent Directors inaccordance with regulations of the Tokyo Stock Exchange. If these Director candidates are re-elected,
Duskin plans to again designate them as Independent Directors. Also, if Mr. Tomoya Yoshizumi iselected, Duskin plans to designate him as an Independent Director.
3. Duskin has contracts with Mr. Tadashi Yamamoto and Ms. Junko Katada that limit their liability as
provided in Article 423, Paragraph 1 of the Companies Act within the amount prescribed by laws orordinances. If these two individuals are elected as Outside Directors, Duskin plans to extend thesecontracts. If Mr. Tomoya Yoshizumi is elected as an Outside Director, Duskin will also enter into thesame contract with Mr. Yoshizumi.
4. The number of meetings of the Board of Directors that Mr. Hideyuki Naito and Mr. Taku Suzuki attended
is for meetings that were held after their election as Directors on June 24, 2016.

16

Reference:
Standards for independence of Outside Directors and Audit & Supervisory Board Members
The independence of an Outside Director or Outside Audit & Supervisory Board Member requiresthat none of the following 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 established by Duskin.
To determine if an Outside Director or Outside Audit & Supervisory Board Member is independent,
Duskin confirms that none of the following standards 1 through 9 are applicable, while referring toDuskin Standards for Independence of Outside Directors and Audit & Supervisory Board Members.
Then, the Board of Directors holds discussions that include consideration of the opinions and adviceof Audit & Supervisory Board Members and the Outside Directors and Audit & Supervisory Board
Members Council, in order to select Outside Director and Outside Audit & Supervisory Board
Member candidates.
1. A Director (except an Outside Director of Duskin), Audit & Supervisory Board Member (except an
Outside Audit & Supervisory Board Member of Duskin) or employee of a Duskin Group* company*The Duskin Group is Duskin and subsidiaries of Duskin.
2. A major shareholder* of Duskin or a Director, Audit & Supervisory Board Member or employee ofa company or other organization that is a major shareholder of Duskin*An individual, company or other entity that owns at least 10% of Duskin’s voting rights
3. A Director, Audit & Supervisory Board Member or employee of a company with a major business
relationship* with the Duskin Group*A company where, in the most recent fiscal year, amounts paid to or received from the Duskin
Group for business transactions are more than the larger of 3% of the consolidated sales of the
Duskin 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 Group or a Director, Audit& Supervisory Board Member or employee of a company or other organization that has received
such donations*Substantial donations are cash and other items with a value of the larger of 1% of consolidated
sales of the Duskin Group in the most recent fiscal year or 100 million yen.
5. An attorney, accountant, consultant who has received substantial payments* or other items of value(or an individual belonging to a company or other organization that has received these payments)
other than Director or Audit & Supervisory Board Member compensation from the Duskin Group*A payment of cash or other items with a value of the larger of 1% of consolidated sales of the
Duskin 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 years in any position described in the above items 3through 5
8. Spouses and first or second-degree relatives of individuals described in the above items 1 through 7
9. Individuals who have been a Duskin Outside Director for five years or a Duskin Outside Audit &Supervisory Board Member for eight years
10. Individuals with any other reasons for doubt about independence concerning the performance of
duties as a Duskin Outside Director or Outside Audit & Supervisory Board Member

17Proposal 4: Determination of Remuneration Concerning Stock Options for Directors (excluding
Outside Directors)
At the 53rd Annual General Meeting of Shareholders held on June 19, 2015, a limit of 500 million yen perannum (of which 35 million yen per annum is for Outside Directors) was approved for the amount of
remuneration for Directors of the Company.

With the aim of further raising motivation to achievesustainable growth and enhance corporate value by sharing risks and benefits of fluctuations in stock prices
with shareholders, we request that approval be given to allot share-based-remuneration-type stock options to
Directors in the form of share options, while remaining within the limit of 50 million yen per annum.
The amount of stock option remuneration shall be determined by multiplying the number of allotted shareoptions by the fair value of each share option as of the date of its allotment. The compensation of theCompany’s Directors consists of basic compensation (base salary) and a performance-based bonus (shortterm incentive) in the form of a monetary payment.

As a new form of compensation, the Company wants

to allocate stock acquisition rights in the form of stock options in lieu of part of the basic compensation.
The timing of the issuance of the stock options and their allocation will be left entirely up to the Board of
Directors. There are currently twelve Directors (including three Outside Directors).

If Proposal 3 isapproved, there will be twelve Directors (including three Outside Directors).
Information about the stock acquisition rights as stock options for the Company’s Directors (excluding
Outside Directors) is as follows:
1. Class and number of shares underlying the stock acquisition rights
The class of shares underlying the stock acquisition rights shall be shares of the company’s common
stock, and the number of shares underlying the stock acquisition rights (“number of shares granted”)
shall not be more than 20,000. The number of shares to be delivered per unit of the share options shallbe 10.
Provided that, if the Company implements a share split (including an allotment of common shares of
the Company without contribution; the same shall apply to the following description of the share split),or share consolidation after the date on which the share options are allotted (“allotment date”), thenumber of shares granted shall be adjusted using the following formula.
Number of shares granted after adjustment = Number of shares granted before adjustment x ratio ofshare split or consolidation
In the event of unavoidable circumstances that require an adjustment of the number of shares granted inaddition to the preceding items, the Company may make an adjustment to the number of shares granted
that the Board of Directors deems necessary.
Any fraction less than one (1) share arising as a result of the preceding adjustment shall be dropped.
2. Aggregate number of share options
The number of share options to be allocated within one year from the date of an Annual General Meetingof Shareholders for each business year shall not be more than 2,000.
3. Amount to be paid for share options
The amount to be paid for each share option shall be determined by the Board of Directors on the basisof the fair value of the share option at the time of its allotment as calculated by a fair calculation method,18

such as the Black-Scholes Model.
An individual who has received share options (“Share Options Holder”) shall offset the payment of theamount to be paid with the remuneration claims against the Company and accordingly shall not be
required to make any monetary payment.
4. Amount of assets to be paid upon exercise of share options
The amount of the assets to be paid upon the exercise of the share options shall be calculated bymultiplying the price of one yen per share to be delivered through the exercise of the share options by
the number of shares granted.
5. Exercise period
The share option exercise period shall be determined by a resolution of the Board of Directors up to a
maximum of thirty years starting on the day immediately following the Allotment Date.
6. Conditions for exercise of share options
A Share Options Holder may exercise his/her share options only one time, during a period of 10 days
within the exercise period starting on the day immediately following the day on which a Director or
Audit & Supervisory Board member ceased to hold any such positions.
7. Restrictions on acquisition of share options by transfer
Acquisition of the share options by means of transfers require the approval of the Board of Directors.
8. Other items concerning share options
Other matters regarding the preceding items and other subjects shall be determined by the Board of
Directors, which determines terms for offering share options.

(Remuneration System for Directors)(Current)

Bonus(Short-term
incentive)

Basic compensation(Fixed salary)(New system)
Share
remuneration-type stock
option(Medium-tolong term
incentive)

Basic compensation(Fixed salary)

Bonus(Short-term
incentive)*The compensation of the Company’s Directors consists of basic compensation (base salary) and aperformance-based bonus (short-term incentive) in the form of a monetary payment.

In the new system,

share remuneration-type stock options are provided as a medium-to-long-term incentive in lieu of part of thebasic compensation.

19

Consolidated Balance Sheets(millions of yen)Account

FY2016as ofMar. 31,2017

FY2015as ofMar. 31,2016

62,021
21,2009,887

63,26019,006
10,109

1,359

1,460

16,018
7,388
157
1,557

19,528
7,590
174
1,432

1,719

1,473

2,766
-34
128,095
51,334
17,769Account

AssetsCurrent assets
Cash and deposits
Notes & accounts receivable-trade
Lease receivables and investment
assetsSecurities
Merchandise and finished goods
Work in process
Raw materials and supplies

FY2016as ofMar. 31,2017

FY2015as ofMar. 31,2016

Liabilities
34,6036,836
78

31,929
7,353
－

10

9

2,337
3,255
12
7,583

413
2,876
8
7,057

9,421

9,657

2,524
-39
127,062
52,73318,902Current liabilities
Notes and accounts payable-trade
Short-term loans payable
Current portion of long-term loans
payableIncome taxes payable
Provision for bonuses
Asset retirement obligations
Accounts payable-other
Guarantee deposit received forrental products
Other
Non-current liabilities
Long-term loans payable
Net defined benefit liability
Asset retirement obligations

5,069
13,403－
11,901
616

4,552
14,74410
13,286
643

6,745

6,520

Long-term guarantee deposited

812

728

23,628
241
2,948
7,618
793
6,825
69,14258,9795

23,588
324
3,397
7,569
305
7,263
66,75856,6088Long-term accounts payable-other
Other
Total liabilities

74
0
48,00774
046,673

136,203
11,352
11,086
117,332-3,568138,255
11,352
10,835
119,910-3,843

Deferred tax assets

2,263

2,283

5,521

4,472

Guarantee deposits

6,304

6,408

Shareholders' equity
Capital stock
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on availablefor-sale securities

7,754

8,462

Other

1,616

1,596

Deferred gains or losses on hedges

－

-18

-27

-147

-120

-37

-2,113-3,934384
142,108
190,116920
143,648
190,322

Deferred tax assets
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment andvehiclesLand
Construction in progress
Other
Intangible assets
Goodwill
Other
Investment and other assets
Investment securities
Long-term loans receivable

Allowance for doubtful accounts

Total Assets

190,116

190,322

Net Assets

Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
Non-controlling interests
Total Net Assets
Total Liabilities and Net Assets

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

20

Consolidated Statements of Income(millions of yen)Account
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Rent income on facilities
Commission fee
Share of profit of entities accounted forusing equity method
Miscellaneous income
Non-operating expenses
Interest expenses
Foreign exchange losses
Compensation expenses
Cancellation penalty
Commission for purchase of treasury shares
Miscellaneous loss
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Gain on sales of investment securities
Gains on bargain purchase
Investment securities settlement gain
Gain on sales of shares of subsidiaries
and associates
Other
Extraordinary losses
Loss on sales of non-current assets
Loss on abandonment of non-current assets
Impairment loss
Loss on liquidation of subsidiaries and associates
Loss on disaster
Amortization of goodwill
Other
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitLoss attributable to non-controlling interests
Profit attributable to owners of parent

FY2016FY2015

Apr. 1, 2016 (Mar. 31, 2017 )( Apr. 1, 2015 - )Mar. 31, 2016

161,880
89,204
72,676
66,606
6,069
1,884
408
325
177
198

165,203
94,74070,46265,090
5,372
1,785
571
293
95
215

171

126

603
399
1
7
48
102
60
179
7,554
728
0
580
－
114

483
449
0
53
219
6
44
125
6,707
629
4
559
50
－

24

－

8
1,673
22
166
1,297
－
176
－
10
6,610
3,051
-726
4,285
-33
4,318

14
1,682
12
308
1,165
115
－
79
1
5,655
1,645
1,215
2,794
-188
2,983

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

21

Consolidated Statements of Changes in Net Assets(April 1, 2016 – March 31, 2017)(millions of yen)
Shareholders' equity
Capital stock
Balance at beginning of current
periodCapital surplus

11,352

10,835Retainedearnings

Total
shareholders'equityTreasuryshares119,910138,255-3,843

Changes of items during the period
Dividends of surplus-2,204-2,204

Profit attributable to owners ofparent

4,318

4,318

Purchase of treasury shares
Disposal of treasury shares-4,691

Changes in equity of the parent
company related to transactions
with non-controlling shareholder
Net changes of items other thanshareholders' equity
Total changes of items during theperiodBalance at end of current period-4,417-4,417

4,691

－

251

－
11,352251

251-2,577274-2,052

11,086

117,332-3,568136,203

Accumulated other comprehensive income
Valuationdifferenceonavailablefor-salesecurities

Balance at beginning of current
periodChanges of items during the period

8,462

Deferred
gains orlosses onhedgesForeigncurrencytranslation
adjustment

Remeasure-ments ofdefinedbenefit
plans

Total
accumulated
othercomprehensive
incomeNoncontrollinginterests

Total
net assets

-18

-37

-3,934

4,472

920

143,648

Dividends of surplus
Profit attributable to owners ofparentPurchase of treasury shares-2,204

Disposal of treasury shares
Changes in equity of the parent
company related to transactions
with non-controlling shareholder
Net changes of items other thanshareholders' equity
Total changes of items during theperiod－Balance at end of current period

Note:

4,318
-4,417

251
-707

18

-82

1,820

1,049

-536

512

-707

18

-82

1,820

1,049

-536

-1,539

7,754

－

-120

-2,113

5,521

384

142,108

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

22

Non-Consolidated Balance Sheets

Account
AssetsCurrent assets
Cash and deposits
Notes receivable-trade
Accounts receivable-trade
Lease receivables
Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Prepaid expenses
Deferred tax assets
Short-term loans receivable
Short-term loans receivable fromsubsidiaries and associates
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
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 and associates
Investments in capital
Investments in capital of subsidiaries
and associates
Long-term loans receivable
Long-term loans receivable fromsubsidiaries and associates
Long-term prepaid expenses
Deferred tax assets
Guarantee deposits
Other
Allowance for doubtful accounts
Total Assets

FY2016as ofMar. 31,2017

FY2015as ofMar. 31,2016

48,617
14,8193
7,420
2416,018
5,682
2
936
505
1,209
3

50,004
12,912
8
7,863－
19,528
5,633
2
800
453
995
3

95

101

1,910
-15
126,753
40,29813,895
772
1,108
1
1,677
81
22,607
154
6,740
11
2
5,735

1,719
-19
125,147
41,415
14,754
774
1,046
1
1,946
79
22,567
244
7,164
67
3
6,481

786

394

205
79,71357,72914,3800217
76,56655,396
13,898
0

0

330

4

6

409

752

675
735
5,600
200
-23
175,371

502
－
5,712
218
-251
175,151(millions of yen)

FY2016as ofMar. 31,2017

Account
Liabilities
Current liabilities
Accounts payable-trade
Accounts payable-otherAccrued expenses
Income taxes payable
Deposits received
Guarantee deposits received forrental products
Provision for bonuses
Asset retirement obligations
Other

FY2015as ofMar. 31,2016

44,900
6,276
5,866
936
1,934
16,10739,399
6,836
5,796
918
38
12,69010,080

10,298

2,391
12
1,294

2,023
8
788

8,476
6,677
544
856
380
17
－
53,377

10,173
5,630
562
758
3,050
17
154
49,573

114,265
11,352
1,090
1,090

117,162
11,352
1,090
1,090

Retained earnings
Legal retained earnings
Other retained earnings
Reserve for business development
Reserve for reduction entry
General reserve
Retained earnings brought forward

105,390
2,777
102,612869
31100,800
912

108,562
2,777
105,784869
32
113,800-8,916

Treasury shares-3,568-3,843

7,729

8,415

7,729

8,434

－

-18

121,994
175,371

125,578
175,151

Non-current liabilities
Provision for retirement benefits
Asset retirement obligations
Long-term guarantee deposited
Long-term deposits received
Long-term accounts payable-other
Deferred tax liabilities
Total Liabilities
Net Assets
Shareholders' equity
Capital stock
Capital surplus
Legal capital surplus

Valuation and translation adjustments
Valuation difference on available-forsale securities
Deferred gains or losses on hedges

Total Net Assets
Total Liabilities & Net Assets

Note: All financial figures are in millions of yen, all amounts less than a million are dropped.
23

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

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Interest income on securities
Dividend income
Rent income on facilities
Commission fee
Miscellaneous income
Non-operating expenses
Interest expenses
Foreign exchange losses
Debt waiverCompensation expenses
Provision of allowance for doubtful accounts
Cancellation penalty
Commission for purchase of treasury shares
Rent expenses on facilities
Miscellaneous loss
Ordinary profit
Extraordinary income
Gain on sales of investment securities
Investment securities settlement gain
Other
Extraordinary losses
Loss on sales of non-current assets
Loss on abandonment of non-current assets
Impairment loss
Loss on valuation of shares of subsidiaries
and associates
Loss on disaster
Other
Income before income taxes
Income taxes-current
Income taxes-deferred
ProfitNote:

FY2016
April 1, 2016()
March 31, 2017
134,245
78,70955,53551,466
4,069
2,898
16
390
918
856
271
444
489
20
2
105
26
－
87
60
69
117
6,478
698
580
114
3
1,949
22
129
1,078

FY2015
April 1, 2015()
March 31, 2016
138,697
84,21254,48450,891
3,593
2,879
35
530
970
733
281
327
336
27
53
－
43
48
11
44
－
106

559

1,419

157
2
5,227
2,306
‐802
3,723

－
0

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

24

6,136
564
559
－
4
2,776
7
273
1,076

3,924
971
1,121
1,831

Non-consolidated Statements of Changes in Net Assets(April 1, 2016 – March 31, 2017)(millions of yen)
Shareholders' equity
Capital surplus
Capitalstock

Balance at beginning ofcurrent period
Changes of items during
the period

Retained earnings
Other retained earnings

Legal
capitalsurplus
1,090

Legal
retainedearnings

1,090

Reserveforbusinessdevelopment

Reserveforreduction
entry

Generalreserve869

32

113,800

Total
retainedearnings
108,562

Dividends of surplus‐2,204‐2,204

Profit

3,723

3,723

‐4,691‐4,6910－‐13,000

13,000

－

‐0

―

―

―

―

―

‐0

‐13,000

9,828‐3,172

11,352

1,090

1,090

2,777

869

31

100,800

912

105,390

Shareholders' equity
Total
shareholders'equityTreasury shares

Balance at beginning ofcurrent period
Changes of items during
the period
Dividends of surplus
ProfitPurchase of treasury
shares
Disposal of treasury
shares
Reversal of reserve
for reduction entry
Reversal of generalreserve
Net changes of items
other thanshareholders’ equity
Total changes of items
during the period
Balance at end ofcurrent period

Note:

2,777

Retainedearnings
brought
forward‐8,916

Purchase of treasury
shares
Disposal of treasury
shares
Reversal of reserve
for reduction entry
Reversal of generalreserve
Net changes of items
other thanshareholders’ equity
Total changes of items
during the period
Balance at end ofcurrent period

11,352

Total
capitalsurplus‐3,843

Valuation and translation adjustments
Valuation
Total valuationdifference
Deferred gains
andon availableor losses ontranslation
for-salehedgesadjustments
securities

117,162

8,434

‐18

8,415

Total net
assets125,578‐2,204‐2,204

3,723

3,723

‐4,417‐4,417‐4,417

4,691

－

－

－

－

－

－
‐704

18

‐686

-686

274

‐2,897

‐704

18

‐686

‐3,583‐3,568114,265

7,729

―

7,729

121,994

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

25