Notice of Convocation

The 59th Ordinary General Shareholders’ Meeting

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, theoriginal shall prevail. The Company assumes no responsibility 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 applicableto the shareholders outside Japan are omitted or modified to avoid confusion.

(Translation)(Code No.: 4665)
June 3, 2021
To Shareholders
Teruji Yamamura
President & CEO
Duskin Co., Ltd.
1-33 Toyotsu-cho, Suita-shi,
Osaka 564-0051 JAPAN

Notice of the 59th Ordinary General Shareholders’ Meeting
This is to inform you that the 59th Ordinary General Shareholders’ Meeting will be held as indicatedbelow under the heading of “Details of the Meeting.”
We place top priority on the safety and security of our shareholders. To prevent the spread of the novel
coronavirus, we recommend that you refrain from attending the general shareholders’ meeting in person
and instead exercise your voting rights either in writing or electronically (via the Internet) by 5:00 pm(JST) on Tuesday, June 22, 2021.

Details of the Meeting
1: Date and Time:

10:00 am (JST) on Wednesday, June 23, 2021
(The reception is scheduled to start at 9:00 am.)

2: Venue:

Conference Room on the 11th Floor
Duskin Co., Ltd. Headquarters Building
1-33 Toyotsu-cho, Suita-shi, Osaka*Please note that the venue is not the same as last year’s. (The venue
previously scheduled cannot be used because it has been designated as
Osaka’s COVID-19 Large-Scale Vaccination Center, under management ofJapan’s Self-Defense Forces.)*To reduce the risk of infection at the venue, the maximum number of seats will
be limited to 70, and we will ask attendees to use the socially distanced
seating. Please note that attendance will be declined once we reach the
maximum number of available seats.
*The general shareholders’ meeting will be broadcast live via the Internet,
enabling shareholders who refrain from attending in person to view it. (Japaneseversion only)1

3: Purpose of the Shareholders’ Meeting
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 & Supervisory Board for fiscal
2020 (April 1, 2020 to March 31, 2021)

2.

The non-consolidated financial statements for fiscal 2020 (April 1, 2020 to March 31, 2021)

Matters to be resolved
Proposal 1:

Appropriation of Retained Earnings

Proposal 2:

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

Proposal 3:

Determination of Remuneration with respect to Granting Restricted Stock to
Directors

Acceptance of questions in advance
We will accept questions in advance regarding 3: Purpose of the Shareholders’ Meeting. Of thequestions received, those considered to be of significant interest to shareholders will be raised at thegeneral shareholders’ meeting. However, we cannot reply to questions individually, and we request
your understanding in this matter.
Period for the submission of questions:Thursday, June 3, 2021 to 5:00 pm on Tuesday June 15, 2021 (JST)Method for the submission of questions:
Access via the corporate website. Address to submit questions inadvance: https://www.duskin.co.jp/ir/stockinfo/meeting/ (Japanese version only)•

When attending the Meeting in person, please present the enclosed Voting Rights Execution Format the reception. If attending by proxy, please note that 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 line with Japan’s Cool Biz initiative, please note that the officers and staff will dress lightly inbusiness casual style during the meeting to help reduce the Company’s impact on global warming.

2

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

Exercise of voting right

Exercise of voting right

Exercise of voting right

By attendance

In writing by post

Via Internet

Submit the enclosed Voting Rights

Indicate your approval or disapproval ofAccess voting site:

Execution Form to the reception

the proposals on the enclosed Voting

https://www.web54.net *1 and 2

counter at the Meeting.

Rights Execution Form and return theand complete voting by the deadline

form to us so we receive it by theindicated below.

deadline indicated below.
Meeting Time and Date

Deadline

Deadline

10:00 am, Wednesday

5:00 pm, Tuesday

5:00 pm, Tuesday

June 23, 2021 (JST)June 22, 2021 (JST)June 22, 2021 (JST)*1. When multiple votes are cast through the Internet, the final vote will be considered to be theintended official vote.
*2. If votes are cast both by post (in writing) and through the Internet, then those cast via theInternet will be treated as valid, regardless of the time when they were received.

The shareholders who have exercised their voting rights and whose votes are deemed valid
will have the chance to be one of 200 people to receive a Mister Donut Card, each worth
1,000 yen.

3

Reference materials for the Annual General Shareholders’ Meeting

Proposal 1: Appropriation of Retained Earnings
Duskin considers the return of profits to shareholders to be one of our highest priorities. Our policy is to
distribute a portion of the profit based on our performance while preserving an appropriate balance withinvestments for sustainable growth and higher corporate value, as well as maintaining financial soundness in
preparation for potential risks. Duskin determines dividends for each fiscal year with a target consolidated
payout ratio of 50% and will continue to pay stable dividends.
With our focus on continuously generating stable cash dividends while securing the internal capital resources
required for sound business management, we have decided that the full-year dividend for fiscal 2021 should
be 40 yen per share.
We have therefore determined that the year-end dividend should be 20 yen per share which, together with theinterim dividend of 20 yen per share, brings the full-year dividend to 40 yen per share.

(1) Type of dividend: cash(2) Dividend particulars and amounts
20 yen per share of common stock
Total amount of dividends: 986,893,340 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 24, 2021 (JST)4

Proposal 2: Election of Nine (9) Members of the Board of Directors
The term of the current nine (9) Directors will expire at the close of this Annual General Shareholders’Meeting. It is proposed that the total number of Directors remains at nine (9).

Candidate
No.

Name

1

Reappointment
Candidate

Teruji Yamamura
(Mr.)

2

Reappointment
Candidate

Kazushi Sumimoto(Mr.)

Reappointment
Candidate
Reappointment
Candidate

Tetsuya Wada(Mr.)
Naoto Miyata
(Mr.)

5

Reappointment
Candidate

Taku Suzuki
(Mr.)

6

Reappointment
Candidate

Hiroyuki Okubo
(Mr.)

3
4

7

8

9

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

Titles and Responsibilities at Duskin

Representative Director
President & CEO
Director & COO
Direct Selling Group
General Manager, Strategy Management,
Direct Selling Group
Director & COO
Food Group
Director & CFO
Corporate Administration Group
Director & Operating Officer
New Business Development, Corporate
Account
Director & Operating Officer
President’s Office, Corporate Planning,
Information System, Shared Services
CenterNumberof Boardof
Directors
meetings
attended

19/19

19/19

14/14
14/14
19/19

14/14

Tomoya Yoshizumi(Mr.)

Outside Director

19/19

Nobuko Sekiguchi(Ms.)

Outside Director

19/19

Yukiko Tsujimoto(Ms.)

Outside Director

14/14(Note) The number of meetings of the Board of Directors that Mr. Tetsuya Wada, Mr. Naoto Miyata, Mr.
Hiroyuki Okubo, and Ms. Yukiko Tsujimoto attended is for meetings that were held after theirelection as Directors on June 23, 2020 (JST).

5

Reference: Policy on selecting Director candidates
Director candidates must have the proper character, knowledge and ethics for this post, and must have nohealth issues that would prevent them from performing their duties. The candidates must also be capable ofconsistently executing the medium- to long-term growth strategy of the Duskin Group, making a positive
impact on the vitality of our organization.
With regard to candidates for internal Director positions, the President & CEO requests recommendations
from current Directors, Audit & Supervisory Board Members, and Operating Officers and selects thecandidates for review by the Directors Evaluation Committee. After taking into account the feedback of theCommittee, the President & CEO proposes suitable candidates. Candidates are then selected after thoroughdiscussion and deliberation by the Board of Directors.
Candidates for Outside Director positions must not be related parties of the Duskin Group and must be able
to maintain 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 of providing
beneficial advice from many perspectives to ensure management transparency, soundness and fairness.
Candidates for Outside Director positions are then 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 & Supervisory Board Members in accordance with thepolicy of the Tokyo Stock Exchange.
Candidate No. 1

Teruji Yamamura

Date of birth

Number of shares owned: 34,585

January 28, 1957

Tenure: 17 years(at the conclusion of this Annual General Shareholders’Meeting)

Position/Career Summary
Apr. 2018
Representative Director
President & CEO (to the present)
Apr. 2009
President & CEO
Apr. 2007
Director
Care Service Business Group, Rent-All,
Home Instead (current Life Care)
June 2004
Director & Assistant General Manager
Clean Service Business Group
Jan. 1982
Joined the Company
Reappointment
Attendance at Board of Directors
meetings during FY 2020:

19/19
100.0%

Reasons for recommending Teruji Yamamura as a candidate for Director
Since becoming President & CEO in 2009, Mr. Yamamura has served as
Chairman of the Board of Directors. He has been encouraging open andconstructive discussion and effectively managing the Board meetings,
while leading the ONE DUSKIN long-term strategy.
Mr. Yamamura possesses extensive expertise in franchise business
management garnered through his long career at Duskin as a top executive,
as well as strong leadership and the foresight to navigate the Company
through the ever-changing and unpredictable business environment—both
essential qualities of Directors. As the Company believes Mr. Yamamura
is indispensable as a company board member, Duskin requests a vote in his
favor for re-election as a Director.

6

Candidate No. 2
Date of birth

Kazushi Sumimoto

Number of shares owned: 11,685
Tenure: 7 years

November 29, 1960

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

Position/Career Summary
June 2020

Apr. 2020

Apr. 2019
Reappointment
Attendance at Board of Directors
meetings during FY 2020:

Apr. 201819/19
100.0%

Apr. 2017
May 2016
June 2014
Apr. 1983

Director & COO
Direct Selling Group
General Manager, Strategy Management, Direct
Selling Group (to the present)
Director & Executive Operating Officer
Direct Selling Group
General Manager, Strategy Management, Direct
Selling Group
Director & Executive Operating Officer
Corporate Planning, General Affairs, Accounting,Public Relations, Information System, Production &Logistics
Director & Senior Operating Officer
Corporate Planning, Production & Logistics Group
Director
Corporate Planning, Production & Logistics Group
Director, Corporate Planning, Life Care Development
Group, Rent-All, Uniform Service, Health & Beauty
Director, Home Instead (current Life Care)
Division Manager, Rent-All
Joined the Company

Reasons for recommending Kazushi Sumimoto as a candidate for Director
After contributing to the development of Clean & Care Business and RentAll Business, Mr. Sumimoto has played a key role at Corporate Planningand Production & Logistics Group since 2016. Currently, he is overseeing
the entire Direct Selling Group. At the Board of Directors, Mr. Sumimotoproactively speaks up with accurate and constructive comments andopinions supported by his experiences to assist the President & CEO, andprovides strong leadership for the Board of Directors. Garnered throughhis long-term career in management and franchise businesses, Mr.
Sumimoto’s expertise is indispensable for further improving theeffectiveness of the Board of Directors’ decision-making process andsupervisory function. Duskin therefore believes that Mr. Sumimoto is
suitably qualified to continue as a Director, and requests a vote in favor of
his re-election.

7

Candidate No. 3

Tetsuya Wada

Date of birth

Number of shares owned: 2,700

July 17, 1962

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

Reappointment
Attendance at Board of Directors
meetings during FY 2020:

14/14
100.0%

Position/Career Summary
Oct. 2020
Director & COO
Food Group (to the present)
June 2020
Director & 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 recommending Tetsuya Wada as a candidate for Director
Mr. Tetsuya Wada has been involved in Food Group 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, he became General Manager at
Mister Donut Business Group to lead the brand’s revitalization. Currently,
he is overseeing the entire Food Group. Leveraging his experience, Mr.
Wada proactively provides constructive opinions on matters including
Direct Selling Group, contributing greatly to improving the effectivenessof Board of Directors meetings. Mr. Wada has extensive experience ofbusiness operations and comprehensive expertise in managing franchisebusinesses, and his expertise is indispensable for further improving theeffectiveness of the Board of Directors’ decision-making process andsupervisory function. Duskin therefore believes that Mr. Wada is suitably
qualified to continue as a Director, and requests a vote in favor of his reelection.

8

Candidate No. 4

Naoto Miyata

Date of birth

Number of shares owned: 1,400

August 16, 1963

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

Reappointment
Attendance at Board of Directors
meetings during FY 2020:

14/14
100.0%

Position/Career Summary
Apr. 2021
Director & CFO
Corporate Administration Group (to the present)
June 2020
Director & 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 recommending Naoto Miyata as a candidate for Director
Mr. Miyata has extensive knowledge in areas including finance andcapital policy, garnered through previous roles in his long-term career at
Sumitomo Mitsui Banking Corporation. Since joining Duskin, he has
accumulated knowledge and experience in the general management offranchise businesses through initiatives to reinforce the Corporate
Account platform. Since last year, he has served as Chief Financial
Officer (CFO). Mr. Miyata proactively provides constructive opinions,mainly regarding financial strategy, contributing greatly to improving
the effectiveness of Board of Directors meetings. Mr. Miyata’s expertiseis indispensable for further improving the effectiveness of the Board of
Directors’ decision-making process and supervisory function. Duskin
therefore believes that Mr. Miyata is suitably qualified to continue as a
Director, and requests a vote in favor of his re-election.

9

Candidate No. 5

Taku Suzuki

Date of birth

Number of shares owned: 5,700

October 8, 1965

Tenure: 5 years(at the conclusion of this Annual General Shareholders’ Meeting)

Reappointment
Attendance at Board of Directors
meetings during FY 2020:

19/19
100.0%

Position/Career Summary
Apr. 2021
Director & Operating Officer
New Business Development, Corporate Account (tothe present)
June 2020
Director & Operating Officer
Rent-All, Health Rent, Life Care
Apr. 2018
Director & Senior Operating Officer
Rent-All, Health Rent, Life Care, Uniform Service,
Health & Beauty
Apr. 2017
Director
Life Care Development, Rent-All, Uniform Service,
Health & Beauty
June 2016
Director, Product Inspection Center
General Manager, Production & Logistics Group
Apr. 1989
Joined the Company
Reasons for recommending Taku Suzuki as a candidate for Director
After his involvement with new business development for the Clean &Care Business Group and laundry plant operations, Mr. Suzuki has been
overseeing Production & Logistics, Life Care (the business unit thatassists elderly people in their daily lives), and Health Rent (the business
unit that rents out and sells home health-care equipment) since 2012.
Leveraging his experience, Mr. Suzuki proactively provides constructive
opinions on matters including the Food Group, contributing greatly to
improving the effectiveness of Board of Directors meetings. Mr. Suzuki
has abundant experience in business operations and ample expertise inmanaging franchise businesses, and his expertise is indispensable forfurther improving the effectiveness of the Board of Directors’ decisionmaking process and supervisory function. Duskin therefore believes that
Mr. Suzuki is suitably qualified to continue as a Director, and requests avote in favor of his re-election.

10

Candidate No. 6

Hiroyuki Okubo

Date of birth

Number of shares owned: 2,985

June 30, 1962

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

Reappointment
Attendance at Board of Directors
meetings during FY 2020:

14/14
100.0%

Position/Career Summary
Apr. 2021
Director & Operating Officer
President’s Office, Corporate Planning, Information
System, Shared Services Center (to the present)
Dec. 2020
Director & Operating Officer
President’s Office, Information System, Shared
Services Center
Manager, Corporate Planning
June 2020
Director & 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
Apr. 1985
Joined the Company
Reasons for recommending Hiroyuki Okubo as a candidate for Director
Following a long career in product development and marketing for ourmainstream business, Clean & Care Group, Mr. Okubo led the formulationof growth strategies and the strengthening of corporate governance after
becoming Manager of Corporate Planning. Mr. Okubo proactively
provides constructive opinions from the standpoint of management
strategy, contributing greatly to improving the effectiveness of Board of
Directors meetings. Mr. Okubo has abundant experience in business
operations and ample expertise in managing franchise businesses, and his
expertise is indispensable for further improving the effectiveness of theBoard of Directors’ decision-making process and supervisory function.
Duskin therefore believes that Mr. Okubo is suitably qualified to continue
as a Director, and requests a vote in favor of his re-election.

11

Candidate No. 7
Date of birth

Tomoya Yoshizumi

Number of shares owned: 400
Tenure: 4 years

June 10, 1953

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

Reappointment
Candidate for Independent
Outside Director
Attendance at Board of Directors
meetings during FY 2020:

19/19
100.0%

Position/Career Summary
June 2017
Director, the Company (to the present)
June 2017
Resigned 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.
(current Ajinomoto Health & Nutrition 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 Health & Nutrition North
America, Inc.)
June 2008
Member of the Board & Corporate Vice President
President, Amino Acids Company
June 2007
Member of the Board
Apr. 1978
Joined Ajinomoto Co., Inc.
Reasons for recommending Tomoya Yoshizumi as an Outside Director
candidate, and his expected roles
Mr. Yoshizumi holds a great deal of experience and knowledge incorporate management as a Member of the Board & Corporate Vice
President at Ajinomoto Co., Inc. At Ajinomoto, he was engaged instrategic production planning, the Medium-Term Management Plan, andimplementing 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 President of Ajinomoto
North America, Inc. Based on his management experience and expertise,
Mr. Yoshizumi is expected to provide comprehensive supervision ofmanagement and advice from the perspective of enhancing medium- andlong-term corporate value. Therefore, Duskin requests a vote in favor of
Mr. Yoshizumi’s re-election as an Outside Director.

12

Candidate No. 8
Date of birth

Nobuko Sekiguchi

Number of shares owned: Tenure: 2 years

July 3, 1968

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

Reappointment
Candidate for Independent
Outside Director
Attendance at Board of Directors
meetings during FY 2020:

19/19
100.0%

Position/Career Summary
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
Reasons for recommending Nobuko Sekiguchi as an Outside Director
candidate, and her expected roles
After working as a management consultant, Ms. Sekiguchi joined
CAPCOM CO., LTD. where as a Managing Corporate Officer, she wasengaged in leadership roles involving corporate planning and personnel
system reforms. Included in her corporate planning responsibilities were
the formulation of its Med-Term Plan, the annual budget management,
organizational restructuring, and M&A transactions. Based on her
experience and expertise, Ms. Sekiguchi is expected to provide
comprehensive supervision of management and advice from theperspective of enhancing medium- and long-term corporate value.
Therefore, Duskin requests a vote in favor of Ms. Sekiguchi’s re-election
as an Outside Director.

13

Candidate No. 9

Yukiko Tsujimoto

Date of birth

Number of shares owned: -February 10, 1964

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

Reappointment
Candidate for Independent
Outside Director
Attendance at Board of Directors
meetings during FY 2020:

14/14
100.0%

Position/Career Summary
June 2020
Director, the Company (to the present)
Apr. 2018
Kobe City Personnel Committee Member (to thepresent)
Nov. 2014
Representative Director, shapes Co., Ltd. (to thepresent)
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. (current
Procter & Gamble Japan K.K.)(Significant concurrent position)
Representative Director, shapes Co., Ltd.
Reasons for recommending Yukiko Tsujimoto as an Outside Director
candidate, and her expected roles
Ms. Tsujimoto has a wealth of experience and knowledge in corporate
management as a Director of Procter & Gamble Japan K.K. Ms. Tsujimotobrings with her an extensive expertise accumulated during her career with
Procter & Gamble Japan, where she was responsible for brand marketingand communications, and took a leadership role in brand publicity in
Asian markets. Based on her experience and expertise, Ms. Tsujimoto is
expected to provide comprehensive supervision of management andadvice from the perspective of enhancing medium- and long-term
corporate value. Therefore, Duskin requests a vote in favor of Ms.
Tsujimoto’s re-election as an Outside Director.

1. The nominees have no special interests in Duskin.
2. Duskin has designated Mr. Tomoya Yoshizumi, Ms. Nobuko Sekiguchi and Ms. Yukiko Tsujimoto as
Independent Directors in accordance with regulations of the Tokyo Stock Exchange. If these Director
candidates are re-elected, Duskin plans to again designate them as Independent Directors.
3. Duskin has contracts with Mr. Tomoya Yoshizumi, Ms. Nobuko Sekiguchi and Ms. Yukiko Tsujimoto that
limit their liability as provided in Article 423, Paragraph 1 of the Companies Act within the amountprescribed by laws or ordinances. If these three individuals are elected as Outside Directors, Duskin plans
to extend these contracts.
4. Duskin has entered into a directors and officers liability insurance (D&O Insurance) contract with aninsurance company, which covers legal damages and litigation expenses in the event that a claim fordamages is made against a Director or other corporate officer while they perform their duties. However,
the above insurance contract does not cover claims against individual Directors or other corporate officers
resulting from criminal actions such as offering or receiving bribes, or intentional unlawful actions. This
ensures that the proper execution of duties is not negatively affected. All Director candidates are insured
parties under this insurance contract. Duskin intends to renew the contract under its present terms when it
14

comes due for renewal.
5. The number of meetings of the Board of Directors that Mr. Tetsuya Wada, Mr. Naoto Miyata, Mr. Hiroyuki
Okubo and Ms. Yukiko Tsujimoto attended is for meetings that were held after their election as Directors
on June 23, 2020 (JST).

15

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.

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 one of the Duskin
Corporate Group* companies* Duskin Co., Ltd. and its consolidated subsidiaries

2. A Director, Audit & Supervisory Board Member or employee of a major shareholder* of Duskin
or a company or other 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 & Supervisory Board Member or employee of a company with 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 Groupfor business transactions are more than the larger of 1% of the consolidated sales of the Duskin Corporate Groupor 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 & Supervisory Board Member or employee of a company or other organizationthat 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
Corporate Group in the most recent fiscal year or 100 million yen.

5. An attorney, accountant, consultant who has received substantial payments* or other items ofvalue (or an individual belonging to a company or other organization that has received thesepayments) other than Director or Audit & Supervisory Board Member compensation from theDuskin Corporate Group* Cash or other items with a value of the larger of 1% of consolidated sales of the Duskin Corporate Group in themost 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. An individual who has been a Duskin Outside Director for five years or a Duskin Outside Audit& Supervisory Board Member for eight years
10. An individual with any other reasons for doubt about independence concerning the performanceof duties as a Duskin Outside Director or Outside Audit & Supervisory Board Member

16Proposal 3: Determination of Remuneration with respect to Granting Restricted Stock to
Directors
Remuneration for Directors of the Company not exceeding 400 million yen per annum (including no more than 35
million yen per annum for Outside Directors) was approved at the 56th Ordinary General Shareholders’ Meeting heldon June 21, 2018. Within this limit, approval was given at the 55th Ordinary General Shareholders’ Meeting held on
June 22, 2017 for the distribution of up to 50 million yen per annum of share acquisition rights as share-basedremuneration-type stock options to Directors (excluding Outside Directors) of the Company. The proposal is topartially amend this remuneration scheme, as follows.
This proposal offers an incentive to the Company’s Directors (excluding Outside Directors), hereinafter referred toas “Eligible Directors,” for sustainably improving the Company’s value. We consider this remuneration scheme to beappropriate, as it aims to further augment Eligible Directors’ desire to contribute to the Company’s sustainable growthand corporate value over the medium-to-long term by sharing the risks and returns of stock fluctuations withshareholders. We ask for approval to pay remuneration to Eligible Directors in the form of restricted stock within theamount not exceeding 400 million yen per annum as provided above.
The total amount of monetary compensation claims to be offered to Eligible Directors as restricted stock shall be up
to 50 million yen per annum. This is the same amount as share-based-remuneration-type stock options, and is deemed
reasonable considering the number of Eligible Directors. The Company shall cease to offer new payments based on
the current share-based-remuneration-type stock options subject to the approval and passing of this proposal, and in
future the Company shall not issue share acquisition rights as share-based-remuneration-type stock options to theCompany’s Directors.
Eligible Directors shall make in–kind contribution of all monetary compensation claims to be provided by theCompany, and shall, in return, receive common shares of the Company that shall be issued or disposed of by theCompany, in accordance with a resolution of the Company’s Board of Directors. The total quantity of such commonshares to be issued or disposed of shall not exceed 20,000 shares per annum, which is deemed reasonable after
considering the number of Eligible Directors (however, if stock splits of the Company’s common shares, including
gratis allotments of the Company’s common shares or stock consolidations are implemented after the date of theresolution of this proposal, the quantity shall be adjusted based on split or consolidation ratios and other factors), andthe amount paid per share shall be the closing price of the Company’s common shares at The Tokyo Stock Exchangeon the business day preceding the date of resolution of the Company’s Board of Directors (or the closing price on themost recent date of transaction if such transactions do not conclude on the same date of transaction). The specificdate and amount distributed to each Eligible Director shall be determined by the Board of Directors.
If Proposal 2: Election of Nine (9) Members of the Board of Directors is approved and passed as proposed, then thenumber of Eligible Directors will be six (6).
The Company plans to pay similar restricted stock remuneration to its Operating Officers, for a similar purpose,subject to the approval and passing of this proposal.
When the Company issues or disposes of common shares to Eligible Directors, the Company will conclude restricted
stock distribution contracts (hereinafter the “Distribution Contracts”) that include the content summarized below,
with each Eligible Director.
(1) Transfer Restriction Period
Under the Distribution Contracts, an Eligible Director must not transfer, pledge or otherwise dispose of shares of
the Company’s common shares received under a Distribution Contract (hereinafter the “Distributed Shares”) forthe period (hereinafter the “Transfer Restriction Period”) beginning from the day when the shares were distributed,
and concluding on the day when the Eligible Director retires from the position of Director (or is neither a Director
nor an Audit & Supervisory Board Member, in cases where the Eligible Director is appointed as an Audit &Supervisory Board Member on his or her retirement as a Director). This restriction is hereinafter referred to as the“Transfer Restriction.”(2) Release from Transfer Restriction
Where an Eligible Director retires for a reason deemed appropriate by the Company’s Board of Directors, theCompany shall remove the Transfer Restriction pertaining to all Distributed Shares held by the Eligible Director
at the conclusion of the Transfer Restriction Period.
(3) Gratis acquisition of the Distributed Shares
Distributed Shares that are not released from the Transfer Restriction at the conclusion of the Transfer Restriction
Period shall be acquired gratis by the Company on the following day. In cases where an Eligible Director resigns
from the position of Director within one year from the date of distribution of the Distributed Shares, the quantityof Distributed Shares reasonably determined based upon the length of time from the distribution to the resignation
shall be acquired gratis by the Company. Furthermore, if unlawful acts, including a breach of the obligation not
to compete, occur and such acts fall under a reason as provided in the Distribution Contracts, the Company shallacquire gratis all of the Distributed Shares.
(4) Treatment in the case of organizational restructuring
Notwithstanding the provisions in (1) above, where a merger agreement in which the Company is the nonsurviving company, a share exchange agreement where the Company becomes a wholly-owned subsidiary, a sharetransfer plan or other matters concerning an organizational restructuring or similar change is approved at a General
Shareholders’ Meeting of the Company (or the Company’s Board of Directors, for organizational restructuring ora similar change that does not require approval at a General Shareholders’ Meeting) during the Transfer Restriction
Period, the Transfer Restriction shall be removed before the effective date of the organizational restructuring for
the quantity of Distributed Shares determined as reasonable based upon the length of time from the day when theTransfer Restriction Period commenced to the effective date of the organizational restructuring. In this case, theCompany shall rightfully acquire, for no consideration, the remaining Distributed Shares for which the Transfer
Restriction has not been removed, immediately after the removal of the Transfer Restriction.
(5) Other matters determined by the Board of Directors
The Distribution Contracts shall contain other matters determined by the Board of Directors, including themethods used for indicating intention and notification under the Distribution Contracts and the method foramending the Distribution Contracts.
In order to prevent disposal of the shares by transfer, pledge or other means during the Transfer Restriction Period,
the Company’s plan is to manage shares allotted to Eligible Directors under this scheme in a dedicated accountestablished by each Eligible Director at a securities company, to be determined by the Company, for the duration of
the Transfer Restriction Period.

18

Consolidated Balance Sheets(millions of yen)

FY2020as ofMar. 31,2021

FY2019as ofMar. 31,2020

Current assets
Cash and deposits
Notes and accounts receivable trade
Lease receivables and investments
in leases
Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful accounts

69,23918,431

62,19523,728

11,875

11,623

1,157

1,177

19,711
10,306
181
1,779
5,818
-23

10,292
9,536
196
1,769
3,893
-22

Non-current assets

119,159

122,963

Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Land
Construction in progress
Other

50,152
15,298
7,310
22,658103
4,781

50,36015,787
7,030
22,670
296
4,576

9,635
356
8,002
1,275

10,922
349
7,699
2,873

Account

Account

AssetsIntangible assets
Goodwill
SoftwareOther

FY2020as ofMar. 31,2021

FY2019as ofMar. 31,2020

Liabilities

Investments and other assets
Investment securities
Deferred tax assets
Guarantee deposits
Other
Allowance for doubtful accounts

59,37250,768
1,684
5,944
998
-22

61,68051,242
3,575
5,942
947
-28

Total Assets

188,399

185,158

Current liabilities
Notes and accounts payable-trade
Income taxes payable
Provision for bonuses
Reserves for losses on liquidationof subsidiaries and affiliates
Asset retirement obligations
Accounts payable - other
Guarantee deposit received forrental products
Other
Non-current liabilities
Retirement benefit liability
Asset retirement obligations
Long-term guarantee deposits
Long-term accounts payable-other
Deferred tax liabilities
Other
Total liabilities
Net Assets
Shareholders' equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on availablefor-sale securities
Deferred gains or losses on hedges
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
Share acquisition rights
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.

19

34,587
6,962
354
3,062

34,392
6,588
1,554
3,619

－

51

1
9,491

－
8,392

9,135

9,341

5,579
7,974
6,494
643
777
12
38
8
42,562

4,844
8,735
7,243
617
776
33
54
9
43,127

134,768
11,352
11,091
116,914-4,591

134,482
11,352
11,091
116,654-4,616

10,740

7,256

8,771

5,965

-0

-0

-215

-193

2,184

1,485

60
268
145,836
188,39950
241142,031
185,158

Consolidated Statements of Income(millions of yen)Account

FY2020FY2019Apr. 1, 2020 -( Mar. 31, 2020 )Apr. 1, 2019 -( Mar. 31, 2021 )Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Rental income from facilities
Commission income
Share of profit of entities accounted forusing equity method
Other
Non-operating expenses
Interest expenses
Rental expenses on facilities
Cancellation penalty
Compensation expenses
Commission for purchase of treasury shares
Other
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Gain on sales of investment securities
Reversal of reserves for losses on liquidation ofsubsidiaries and affiliates
Other
Extraordinary losses
Loss on sales of non-current assets
Loss on abandonment of non-current assets
Impairment loss
Disaster loss
COVID-19 relief money
Loss on sales of investment securities
Other
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

153,770
84,33569,43564,783

159,102
87,04372,05965,482

4,651
2,260
137
311
165
189

6,577
1,752
173
383
165
165

687

363

767
278
0
106
30
33
－
107
6,633
27
16
1

500
400
0
103
60
34
42
158
7,929
1,193
2
1,108

7

76

3
2,346
1
130
422
0
1,658
－
133
4,315
1,112

5
651
0
109
250
121
－
161
8
8,471
2,902

352
2,849
28
2,821

-27
5,595
4
5,591

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

20

Consolidated Statements of Changes in Net Assets(April 1, 2020 – March 31, 2021)(millions of yen)

Shareholders’ equity
Share capital
Balance at beginning of current
periodChanges of items during theperiodCapital surplus

Retained earnings

Treasury shares

11,091

116,654-4,616

11,352

134,482-2,565

Dividends of surplus
Profit attributable to ownersof parent-2,565

2,821

2,821

-0

Disposal of treasury shares
Increase (decrease) arisingfrom change in scope of
consolidation of entities
accounted for using equity
methodNet changes of items otherthan shareholders' equity
Total changes of items during theperiod-1-1

Purchase of treasury shares

26

26

4

Balance at end of current period

5,965

4

－

－

259

25

285

11,352

11,091

116,914-4,591

134,768

Accumulated other comprehensive income
Valuationdifference on
available-for-salesecurities

Balance at beginning ofcurrent period
Changes of items during theperiodTotal
shareholders’equityDeferred gains
or losses onhedgesForeign currencytranslation
adjustment

Remeasurements of defined
benefit plans

-0

-193

1,485

Total
accumulated
othercomprehensive
income

7,256

Share
acquisitionrights

Noncontrollinginterests

Total
net assets

50

241

142,031-2,565

Dividends of surplus
Profit attributable to ownersof parent

2,821
-1

Purchase of treasury shares
Disposal of treasury shares
Increase (decrease) arisingfrom change in scope of
consolidation of entities
accounted for using equity
methodNet changes of items otherthan shareholders' equity
Total changes of items during theperiodBalance at end of current
period

26

4

698

3,483

9

26

3,519

－

-21

698

3,483

9

26

3,805

-0

-215

2,184

10,74060

268

145,836

2,806

－

2,806
8,771

-21

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

21

Non-Consolidated Balance Sheets(millions of yen)

FY2020as ofMar. 31,2021

Account

FY2020as ofMar. 31,2021

FY2019as ofMar. 31,2020

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

41,782
6,408
8,240
896
－
12,427

43,125
5,987
7,155
1,009
1,209
13,9759,804

10,000

2,151
1
1,852

2,699
－
1,085

Non-current liabilities
Provision for retirement benefits
Asset retirement obligations
Long-term guarantee deposits
Long-term deposits received
Long-term accounts payable-other
Other
Total Liabilities

11,938
7,172
449
1,042
3,220
8
45
53,720

10,249
6,998
428
1,002
1,760
17
42
53,375Net Assets
Shareholders' equity
Share capital
Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for business development
Reserve for reduction entry
General reserve
Retained earnings brought forward

110,102
11,352
1,090
1,090
102,249
2,777
99,471869
63
96,8001,738

110,077
11,352
1,090
1,090
102,250
2,777
99,472869
63
96,800
1,739-4,589-4,615

8,686

5,940

8,686

5,940

60

50

118,848
172,569

116,069
169,444

FY2019as ofMar. 31,2020

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
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 fromsubsidiaries and associates
Long-term prepaid expenses
Deferred tax assets
Guarantee deposits
Other
Allowance for doubtful accounts
Allowance for investment loss
Total Assets

Liabilities
56,76911,99715
9,997
2
19,711
8,610
3
1,017
571
0

49,42517,01513
9,606
610,292
7,887
3
965
602
4

84

328

4,770
-15
115,800
36,240
11,489
737
709
0
1,612
47
21,540
101
8,762
46
4
7,718

2,708
-10
120,019
36,643
11,826
766
728
1
1,545
43
21,540191
10,148
7
41
7,625

830

2,309

163
70,797
43,20020,000016473,22744,04520,096
0

－

68

580

190

396
1,683
5,147
23
-20
-217
172,569

333
3,312
5,158
47
-25
－
169,444

Treasury shares
Valuation and translation adjustments
Valuation difference on available-forsale securities
Share acquisition rights
Total Net Assets
Total Liabilities & Net Assets

Note: All financial figures are in millions of yen, all amounts less than a million are dropped.
22

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
Rental income from facilities
Commission income
Other
Non-operating expenses
Interest expenses
Rental expenses on facilities
Cancellation penalty
Expenses for disaster measures
Other
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Gain on sales of investment securities
Gain on liquidation of subsidiaries and affiliates
Other
Extraordinary losses
Loss on sales of non-current assets
Loss on abandonment of non-current assets
Impairment loss
COVID-19 relief money
Loss on sales of investment securities
Loss on valuation of shares of subsidiaries
and associates
Other
Income before income taxes
Income taxes-current
Income taxes-deferred
ProfitFY2020April 1, 2020()
March 31, 2021
123,004
72,87450,12947,686
2,442
3,881
7
131
2,018
895
314
515
308
13
153
33
44
64
6,015
53
13
－
37
2
2,581
1
112
245
1,658
－

FY2019April 1, 2019()
March 31, 2020
127,838
75,34952,48948,532
3,956
3,897
7
165
2,153
879
279
412
433
16
129
97
－
191
7,419
1,182
1
1,108
－
72
836
0
73
33
－
161

214

427

349
3,487
504
417
2,565

140
7,765
2,230
-79
5,614

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

23

Non-Consolidated Statements of Changes in Net Assets(April 1, 2020 – March 31, 2021)(millions of yen)
Shareholders’ equity
Capital surplus

Other retained earnings

SharecapitalBalance at beginning ofcurrent period
Changes of items during
the period

Retained earnings

Legal
capitalsurplus11,352

Total
capitalsurplus

1,090

1,090

Legal
retainedearnings

Reserveforbusinessdevelopment

2,777

869

Reserveforreduction
entry

63

Generalreserve

Retainedearnings
brought
forward96,800

Dividends of surplus
ProfitPurchase of treasury
shares
Disposal of treasury
sharesNet changes of items
other thanshareholders’ equity
Total changes of items
during the period
Balance at end of current
period

－

－

－

－

－

－

－

11,352

1,090

1,090

2,777

869

63

96,800Shareholders’ equity
Total
shareholders’equityTreasurysharesBalance at beginning ofcurrent period
Changes of items during
the period-4,615

Dividends of surplus
ProfitPurchase of treasury
shares
Disposal of treasury
sharesNet changes of items
other thanshareholders’ equity
Total changes of items
during the period
Balance at end of current
period-1

26

Valuation and translation adjustments
Valuation
Total valuation anddifferencetranslation
on availableadjustments
for-sale securities

110,077

5,940

5,940

1,739

102,250-2,5652,565-2,565

-0

-0

-1

-1

1,738

Share
acquisitionrightsTotal
retainedearnings

2,565

102,249

Total net assets

50

116,069-2,5652,565-2,565

-1

-1

2,565

26

26
2,745

2,745

9

2,755

25

24

2,745

2,745

9

2,779

-4,589110,102

8,686

8,686

60

118,848

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

24