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, 2018
To Shareholders
Teruji Yamamura
President & CEO
Duskin Co., Ltd.
1-33 Toyotsu-cho, Suita-shi,
Osaka 564-0051 JAPAN

Notice of the 56th Annual General Meeting of Shareholders
The 56th 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 20, 2018.
Details of the Meeting
1: Date and Time:

10:00 am on Thursday, June 21, 2018
(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 2017
(April 1, 2017 to March 31, 2018) and Result on Consolidated Financial Statement Auditing
Report by Accounting Auditors and the Audit & Supervisory Board

2.

Presentation of the business performance, Fiscal 2017 (April 1, 2017 to March 31, 2018)

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 Nine (9) Members of the Board of Directors

Proposal 4:

Election of One (1) Member of the Audit & Supervisory Board

Proposal 5:

Amendment of Remuneration for 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 of identity.
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 version only) and are
therefore omitted from the materials annexed to this Notice pursuant to relevant laws and Article
17 of the Company’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 andnonconsolidated 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 to this 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 non-consolidated financial statements, the amended contents will be
posted immediately on the corporate website (Japanese version 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 21, 2018
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 20, 2018

Exercise of voting right

Please refer to the page 4.

Via Electronic means/Internet

Deadline

5:00 pm, Wednesday, June 20, 2018

The convocation notice accessible by smartphones
Shareholders can exercise their voting rights by scanning the QR code below to access the web site statedon page 4 (Japanese version only).
http://p.sokai.jp/4665/* QR code is a registered trademark of
DENSO WAVE INCORPORATED.

For Institutional Investors

Institutional shareholders who have applied in advance to the ICJ
Proxy e-Voting Platform Service (the Platform Service) offered by
ICJ Inc. are entitled to use the Platform Service to submit their votes.
(Japanese version only)

Voting information over the Internet3

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 purposeby Duskin (Japanese version 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 20, 2018.
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 Duskin 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
The Sumitomo Mitsui Trust Bank, Limited
Transfer Agent Web Support

Transfer Agent Office
The Sumitomo Mitsui Trust Bank, Limited

Phone: 0120-652-031
9:00 – 21:00

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

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 distributions of earnings 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 havedetermined that the year-end dividend should be 20 yen per share, the same amount as one year earlier.

(1) Type of dividend: cash
(2) Particulars and amount of the dividends
20 yen per share of common stock
Total amount of dividends: 1,068,891,220 yen (funds for the dividends: retained earnings)
Duskin 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 22, 20185

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendments(1) In April 2018, Duskin introduced the Operating Officer system to enable the Board of Directors to
speed up decision-making, reinforce supervisory functions, and clarify roles and responsibilities inbusiness operations for sound and efficient management.
Along with the introduction of the new system, it is proposed to make necessary changes to the present
Articles of Incorporation in order to:
I. Decrease the maximum number of Directors to ensure efficient management by adopting the
Operating Officer system (Amended Article 19); andII. Remove the stipulation on Directors with Special Titles and newly establish an article on Operating
Officers and Operating Officers with Special Titles (Amended Articles 26 and 27).
(2) It is proposed to allow a Director who is designated by the Board of Directors to act as a convener andchairperson at any general meeting of shareholders and any Board of Directors meeting. The purposeof these amendments is to ensure more flexible operation of general meetings of shareholders andBoard of Directors meetings (Amended Articles 13, 15, 22, and 24).
2. Proposed Amendments
The proposed amendments are as shown below.
(Amendments are underlined.)
Proposed Amendments
CHAPTER III GENERAL MEETING OF
SHAREHOLDERS(Convocation of General Meeting of Shareholders)
Article 13: An ordinary general meeting ofshareholders of the Company shall be convened inJune of each year and an extraordinary general
meeting of shareholders shall be convened whenevernecessary.
A general meeting of shareholders shall be convenedby the Director who is designated according to theorder by the Board of Directors in advance upon aresolution of the Board of Directors, unlessotherwise provided by law or ordinance.

Present Articles of Incorporation
CHAPTER III GENERAL MEETING OF
SHAREHOLDERS(Convocation of General Meeting of Shareholders)
Article 13: An ordinary general meeting ofshareholders of the Company shall be convened inJune of each year and an extraordinary general
meeting of shareholders shall be convened whenevernecessary.
A general meeting of shareholders shall be convenedby the President, Director upon a resolution of theBoard of Directors.

(Chairperson of General Meeting of Shareholders)
Article 15: The President, Director shall preside
as chairperson at any general meeting ofshareholders, provided, however, that, if the
President, Director is unable to act, one of the other
Directors shall preside.

(Chairperson of General Meeting of Shareholders)
Article 15:
The Director who is designatedaccording to the order by the Board of Directors inadvance shall preside as chairperson at any general
meeting of shareholders.

6CHAPTER IV DIRECTORS AND BOARD OF
CHAPTER IV DIRECTORS, BOARD OF
DIRECTORSDIRECTORS AND OPERATING OFFICERS(Number)(Number)
Article 19: The Company shall not have more than Article 19: The Company shall not have more thanfifteen (15) Directors.
twelve (12) Directors.
(Convener of Board of Directors Meeting)(Convener of Board of Directors Meeting)
Article 22: The President, Director shall convene a Article 22:
The Director who is designatedBoard of Directors meeting. If the President, according to the order by the Board of Directors in
Director is unable to act, one of the other Directors advance shall convene a Board of Directors
shall convene the Board of Directors meeting.
meeting, unless otherwise provided by law orordinance.
(Chairperson of Board of Directors Meeting)
Article 24: The President, Director shall preside aschairperson at any Board of Directors meeting. If
the President, Director is unable to act, one of theother Directors shall preside.

(Chairperson of Board of Directors Meeting)
Article 24: The Director who is designated according
to the order by the Board of Directors in advanceshall preside as chairperson at any Board of
Directors meeting.

(Representative Directors and Directors with Special (Representative Directors)
Titles)
Article 26: The Board of Directors shall, by its
Article 26: The Board of Directors shall, by its resolution, appoint Representative Directors.
resolution, appoint Representative Directors. The
Board of Directors shall, by its resolution, appoint
one (1) President, Director and, if necessary, one (1)Chairman, Director and a certain number of other
Directors with special titles such as Vice President,
Director.
(Operating Officers and Operating Officers with
Special Titles)
Article 27: The Board of Directors shall, by its
resolution, appoint Operating Directors to allocate
the Company’s duties.
The Board of Directors shall appoint a Chairman andOperating Officer, a President and Operating Officer,
and a certain number of other Operating Officers
with special titles such as Vice President andOperating Officer.

(Newly established)

Articles 27 - 43 (Omitted)

Articles 28 - 44 (Unchanged)

7

Proposal 3: Election of Nine (9) Members of the Board of Directors
The term of the current twelve (12) Directors will expire at the close of this Annual General Meeting of
Shareholders. With the introduction of the Operating Officer system to ensure efficient management, itis proposed to reduce the number of Directors by three (3) and elect a total of nine (9) Directors.

CandidateNo.

Titles and Responsibilities(significant concurrent positions)

Name

1

Reappointment

Teruji Yamamura

2

Reappointment

Kenichi Miyajima

3

Reappointment

Kazuo Okai

4

Reappointment

Junichi Narahara

5

Reappointment

Kazushi Sumimoto

6

Reappointment

Taku Suzuki

7

8

9

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

Representative Director
President & Chief Executive Officer
Director
Senior Executive Operating Officer
Food Group
Director
Executive Operating Officer
International
Care Service Business Group
Director
Executive Operating Officer
Strategy Management and Operations,
Direct Selling Group
Corporate AccountGeneral Manager
Strategy Management,
Direct Selling Group
Director
Senior Operating Officer
Corporate Planning
Production & Logistics Group
Director
Senior Operating Officer
Uniform Service, Health & Beauty
Rent-All, Health Rent, Life Care

Number of
Board ofDirectors
meetings
attended
22/22
22/22

22/22

22/22

22/22

22/22

Tadashi Yamamoto

Outside Director

22/22

Junko Katada

Outside Director

22/22

Tomoya Yoshizumi

Outside Director

17/17

Note: Attendance at meetings of the Board of Directors for Tomoya Yoshizumi is for meetings held after hiselection as Director on June 22, 2017.

8

Reference: Policy for selection of 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.
With regard to internal Directors, the President & CEO requests recommendations for candidates fromcurrent Directors and Audit & Supervisory Board Members, and reviews the recommendations.
Candidates for internal Directors must be capable of consistently executing the medium-to-long-term
growth strategy of the Duskin Group, and making a positive impact on the vitality of our organization.
Candidates are selected by the Board of Directors after taking into account the opinions of the Director
Evaluation Council, which is chaired by an Outside Director and half of the members are independent
directors.
Candidates for Outside Directors must not be a related party of the Duskin Group and must 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 andfairness. Outside Director candidates are selected by the Board of Directors after taking into account theopinions of the Director Evaluation Council.

Candidate No. 1

Teruji Yamamura

Date of birth

Number of shares owned: 33,385

January 28, 1957

Tenure: 14 years(at the conclusion of this Annual General Shareholders’ Meeting)

Position/Career Summary
Apr. 2018
Apr. 2009
Apr. 2007

June 2004
Jan. 1982

Reappointment
Attendance at Board of Directors
meetings during FY 2017:22/22
100.0%

Representative Director
President & Chief Executive Officer (to the present)
President & Chief Executive Officer
Director
Care Service Business Group
Rent-All, Home Instead
Director & Assistant General Manager
Clean Service Business Group
Joined the Company

Reasons for recommending Teruji Yamamura as a candidate for Director
Since becoming President & CEO in 2009, Mr. Yamamura has been
implementing the reforms to make the Duskin Group get back on track forrecovery. He led the structural reforms in the first three-year phase of thelong-term strategy ONE DUSKIN initiated in 2015. Due to his trackrecord as President and considerable expertise in franchise businesses,
Duskin believes that he is sufficiently qualified and requests a vote infavor of Mr. Yamamura’s re-election as a Director.

9Candidate No. 2

Kenichi Miyajima

Date of birth

Number of shares owned: 11,100

March 16, 1955

Tenure: 14 years(at the conclusion of this Annual General Shareholders’ Meeting)

Position/Career Summary
Apr. 2018

June 2016

Apr. 2015

June 2012

Reappointment
Attendance at Board of Directors
meetings during FY 2017:

Apr. 200922/22
100.0%

June 2004
May 1990

Director
Senior Executive Operating Officer
Food Group (to the present)
Senior Executive Director
Mister Donut Business Group
Food Business Development
Senior Executive Director
President’s Office
Mister Donut Business Group, and Food Group
Senior Executive Director
President’s Office, Public Relations
Legal Affairs & Corporate Compliance
Quality Assurance & Risk Management
Product Inspection Center
Food Chain Business & Development
Executive Director
Clean Service Business Group
Care Service Business Group
Rent-All, Uniform Service, Health & Beauty,Home Instead, Drink Service, Corporate AccountDirector
General Manager, Clean Service Business Group
Joined the Company

Reasons for recommending Kenichi Miyajima as a candidate for Director
Mr. Miyajima was appointed General Manager of Mister Donut BusinessGroup in 2014 after positions in the Clean and Care Service Businesses.
Since 2015, he has supervised the entire Food Group, and focused on thereestablishment of the Mister Donut brand and the development of new
food businesses. Due to his extensive experience with business operations
and considerable expertise in franchise businesses, Duskin believes that
he is sufficiently qualified and requests a vote in favor of Mr. Miyajima’s
re-election as a Director.

10Candidate No. 3

Kazuo Okai

Date of birth

Number of shares owned: 18,355

June 29, 1957

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

Position/Career Summary
Apr. 2018

June 2015
Apr. 2010

June 2008

Reappointment
Attendance at Board of Directors
meetings during FY 2017:22/22
100.0%

Apr. 1980

Director
Executive Operating Officer
International, Care Service Business Group(to the present)
Executive Director
General Manager, Clean & Care Development Group
Director
Corporate Planning, Overseas Business Development
New Business Development
Director
Manager, Overseas Business Development
Chairman & CEO, Duskin Hong Kong Co., Ltd.
Joined the Company

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 and otheroperations since he joined Duskin. Starting in 2017, he has beensupervising strategic planning and product/service development for Care
Service Businesses and expansion and establishment of overseas
businesses. As he has extensive experience with business operations andconsiderable expertise in franchise businesses, Duskin believes that he issufficiently qualified and requests a vote in favor of Mr. Okai’s re-election
as a Director.

11

Candidate No. 4

Junichi Narahara

Date of birth

Number of shares owned: 10,300

February 20, 1958

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

Position/Career Summary
Apr. 2018

Apr. 2015
Mar. 2014
June 2009
Oct. 1982

Director
Executive Operating Officer
Strategy Management and Operations,
Direct Selling Group
Corporate AccountGeneral Manager, Strategy Management,
Direct Selling Group (to the present)
Director
General Manager, Clean & Care Sales Group
Director, Western Japan, Clean & Care Group
Director
General Manager, Mister Donut Business Group
Joined the Company

Reappointment
Attendance at Board of Directors
meetings during FY 2017:22/22
100.0%

Reasons for recommending Junichi Narahara as a candidate for Director
Mr. Narahara has been involved in the growth of Mister Donut BusinessGroup for many years since he joined Duskin. Since 2014, he has been
overseeing sales in the Clean & Care Businesses and National Account.
From 2018, he is taking initiatives to formulate strategies and energize thesales organization in Direct Selling Group. He is also leading thereinforcement of corporate sales. As he has extensive experience withbusiness operations and considerable expertise in franchise businesses,
Duskin believes that he is sufficiently qualified and requests a vote infavor of Mr. Narahara’s re-election as a Director.

12

Candidate No. 5

Kazushi Sumimoto

Date of birth

Number of shares owned: 6,285

November 29, 1960

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

Position/Career Summary
Apr. 2018

Apr. 2017
May 2016

June 2014
Apr. 1983
Reappointment
Attendance at Board of Directors
meetings during FY 2017:22/22
100.0%

Director
Senior Operating Officer
Corporate Planning
Production & Logistics Group (to the present)
Director
Corporate Planning, Production & Logistics Group
Director, Corporate Planning,
Life Care Development Group, Rent-All,
Uniform Service, Health & Beauty
Director, Home Instead Division
Manager, Rent-All
Joined the Company

Reasons for recommending Kazushi Sumimoto as a candidate for Director
Mr. Sumimoto was assigned to Clean & Care Business Group and thenmoved to Rent-All in 2012 where he made a major contribution to thegrowth of this business. Since becoming the Director for corporate
planning in 2016, he has overseen the formulation of growth strategies.
As the Director for Production & Logistics since 2017, he has played acentral role in optimizing cost structures. As he has extensive experience
with business operations and considerable expertise in franchisebusinesses, Duskin believes that he is sufficiently qualified and requests avote in favor of Mr. Sumimoto’s re-election as a Director.

13

Candidate No. 6

Taku Suzuki

Date of birth

Number of shares owned: 3,300

October 8, 1965

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

Position/Career Summary
Apr. 2018

Apr. 2017

June 2016
Apr. 1989

Reappointment
Attendance at Board of Directors
meetings during FY 2017:22/22
100.0%

Director
Senior Operating Officer
Uniform Service, Health & Beauty
Rent-All, Health Rent, Life Care (to the present)
Director
Life Care Development, Rent-All
Uniform Service, Health & Beauty
Director, Product Inspection Center
General Manager, Production & Logistics Group
Joined the Company

Reasons for recommending Taku Suzuki as a candidate for Director
Mr. Suzuki was involved with new business development associated with
the Clean & Care Business Group, laundry plant operations and otheractivities after he joined Duskin. In 2012, he was appointed General
Manager of the Production & Logistics Group, where he enacted
production reforms. From 2017 as the Director for senior care services, hehas demonstrated strong leadership for establishing and strengthening thebusiness foundation in this field. As he has extensive experience withbusiness operations and considerable expertise in franchise businesses,
Duskin believes that he is sufficiently qualified and requests a vote infavor of Mr. Suzuki’s re-election as a Director.

14

Candidate No. 7

Tadashi Yamamoto

Date of birth

Number of shares owned: -November 14 , 1952

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

Position/Career Summary
June 2015
June 2014
June 2012

Mar. 2012
Apr. 2008

June 2006
Reappointment
Candidate for Independent
Outside Director
Attendance at Board of Directors
meetings during FY 2017:22/22
100.0%

Apr. 1976

Director (to the present)
Resigned from the position of Audit & Supervisory
Board Member, Wacoal Corp.
Audit & Supervisory Board Member
Wacoal Corp.
Resigned from the position of Director
Wacoal Holdings Corp.
Resigned from the position of Director, Wacoal Corp.
Director, Wacoal Holdings Corp.
Senior Managing Corporate Officer
General Manager, International Operations
Wacoal Corp.
Director, Wacoal Holdings Corp.
Managing Corporate Officer
General Manager, Human Resource & Administration
Wacoal Corp.
Joined Wacoal Corp.

Reasons for recommending Tadashi Yamamoto as a candidate for Director
Mr. Yamamoto has a great deal of experience and knowledge in corporate
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 andsupervision regarding management from an objective standpoint
independent of the executives who conduct business operations.
Therefore, Duskin requests a vote in favor of Mr. Yamamoto’s re-election
as an Outside Director.

15

Candidate No. 8

Junko Katada

Date of birth

Number of shares owned: 600

February 21, 1963

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

Position/Career Summary
June 2015
June 2015
June 2007

Reappointment
Candidate for Independent
Outside Director
Attendance at Board of Directors
meetings during FY 2017:

Director (to the present)
Resigned from the position of Auditor, Osaka Izumi
Consumers' Co-Operative Union
Auditor, Osaka Izumi Consumers' Co-Operative Union

Reasons for recommending Junko Katada as a candidate for Director
Ms. Katada has a thorough knowledge of consumer issues. Since
becoming a Duskin Outside Director in June 2015, she has contributed toenhancing corporate governance by providing advice and supervision
regarding protection of the interests of customers and general consumers
from an objective standpoint independent of the executives who conductbusiness operations. Therefore, Duskin requests a vote in favor of her reelection as an Outside Director. Although she has not been involved incorporate management, Duskin believes that Ms. Katada is capable offulfilling her duties as an Outside Director.

22/22
100.0%

16

Candidate No. 9

Tomoya Yoshizumi

Date of birth

Number of shares owned: -June 10, 1953

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

Position/Career Summary
June 2017
June 2017
June 2015
June 2013

June 2011

Reappointment
Candidate for Independent
Outside Director
Attendance at Board of Directors
meetings during FY 2017:17/17
100.0%

June 2008
June 2007
Apr. 1978

Director (to the present)
Resigned from Ajinomoto Co., Inc.
Advisor, Ajinomoto Co., Inc.
Corporate Vice President & General Manager,
North America Division,
Bioscience & Finechemicals Business Division
Ajinomoto Co., Inc.
President, AJINOMOTO NORTH AMERICA, INC
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)
Member of the Board & Corporate Vice President
President, Amino Acids Company
Member of the Board, Ajinomoto Co., Inc.
Joined Ajinomoto Co., Inc.

Reasons for recommending Tomoya Yoshizumi as a candidate for Director
Mr. Yoshizumi has a great deal of experience and knowledge in corporate
management as a Member of the Board and Corporate Vice President at
Ajinomoto Co., Inc. At Ajinomoto, he was engaged in strategic production
planning, the Medium-Term Management Plan and implementing M&A
strategies for the Ajinomoto Group. For four years from 2011, hesupervised business operations in North America as General Manager,
North America Division and President of AJINOMOTO NORTHAMERICA, INC. Since becoming a Duskin Outside Director in June
2017, Mr. Yoshizumi has contributed to enhancing corporate governanceby providing advice and supervision regarding management from an
objective standpoint independent of the executives who conduct business
operations. Therefore, Duskin requests a vote in favor of Mr. Yoshizumi’s
re-election as an Outside Director.

1. The nominees have no special interests in Duskin.
2. Duskin has designated Mr. Tadashi Yamamoto, Ms. Junko Katada and Mr. Tomoya Yoshizumi 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. Tadashi Yamamoto, Ms. Junko Katada and Mr. Tomoya Yoshizumi 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. The number of meetings of the Board of Directors that Mr. Tomoya Yoshizumi attended is for meetings
that were held after his election as Director on June 22, 2017.

17

Proposal 4: Election of One (1) Member of the Audit & Supervisory Board
The term of office of Audit & Supervisory Board Member, Takaaki Oda expires at the close of this Annual
General Meeting of Shareholders. This proposal for the election of one (1) Audit & Supervisory Board
Member has received the consent of the Audit & Supervisory Board.
Reference: Policy for selection of Audit & Supervisory Board Member candidates
Audit & Supervisory Board Member candidates must have the proper character, knowledge and ethics forthis post and must have no health issues that would prevent them from performing their duties.
The roles of Audit & Supervisory Board Members are properly auditing the performance of Directors(business audits (compliance audits) and accounting audits) and establishing a sound corporate governanceframework. Therefore, internal Audit & Supervisory Board Member candidates must maintainindependence from people who conduct business operations and have the knowledge and skills needed toperform their duties with integrity. These candidates must also have a profound knowledge of theCompany’s business operations and the ability to reach decisions about management from an objective
and neutral standpoint. Selections of candidates reflect the advice of the Council of Outside Directors andAudit & Supervisory Board Members and are determined by resolutions of the Board of Directors after
obtaining the consent of the Audit & Supervisory Board. Furthermore, the policy is to have at least one
Audit & Supervisory Board Member candidate who has substantial knowledge about finance andaccounting.
Candidates for Outside Audit & Supervisory Board Member must not be a related party of the Duskin
Group, be able to maintain their independence, and have extensive knowledge and experience about legal
matters, accounting, internal controls, corporate reorganizations and other fields that are needed to oversee
and advise the Board of Directors. Selections of candidates reflect the advice of the Council of Outside
Directors and Audit & Supervisory Board Members and are determined by resolutions of the Board of
Directors after obtaining the consent of the Audit & Supervisory Board.

18

Takaaki Oda

Date of birth

Number of shares owned: 500

May 31, 1962

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

Position/Career Summary
June 2014
May 2002
Jan. 1995
Apr. 1988
Oct. 1985

Audit & Supervisory Board Member (to the present)
Partner, Miyake & Partners (to the present)
Partner, Miyake Godo Law Office
Registered at Osaka Bar Association, and joined Miyake
Godo Law Office
Passed National Bar Examination(Significant concurrent positions)
Director, Audit and Supervisory Committee Member
New Japan Chemical Co., Ltd.

Reappointment
Candidate for Independent
Outside Audit & Supervisory
Board Member

Reasons for recommending Takaaki Oda as a candidate for Audit &Supervisory Board Member

Mr. Takaaki Oda is an attorney and is expected to be able to monitor andoversee Duskin’s management from an independent and objective
standpoint, based on his extensive experience and expertise as an attorney.
Duskin requests a vote in favor of his re-election as an Outside Member
Attendance at the Audit &of the Audit & Supervisory Board. Although he has not been involved inSupervisory Board meetings during corporate management, Duskin believes that Mr. Oda is capable of
FY 2017:
fulfilling his duties as an Outside Member of the Audit & Supervisory
14/14
Board.
Attendance at Board of Directors
meetings during FY 2017:
22/22

1. Mr. Takaaki Oda has no special interests in Duskin.
2. If the proposal is approved without amendment, Duskin plans to reappoint Mr. Takaaki Oda as anindependent director in accordance with regulations of the Tokyo Stock Exchange.
3. Duskin has a contract with Mr. Takaaki Oda that limits his liability as provided in Article 423, Paragraph
1 of the Companies Act within the amount prescribed by laws or ordinances. If the proposal is approved
without amendment, Duskin plans to extend this contract.

19

Reference: Standards for independence of Outside Directors and Audit & Supervisory Board Members
The independence of an Outside Director or Outside Audit & Supervisory Board Member requires that noneof 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 test the independence of a candidate for Outside Director or Outside Audit & Supervisory Board Member,
Duskin first confirms that the candidate is not in violation of standards 1 to 9 of the Duskin Standards for
Independence of Outside Directors and Audit & Supervisory Board Members. Then, the Board of Directors
deliberates selection of Outside Director and Outside Audit & Supervisory Board Member candidates. The
deliberations include consideration of the opinions and advice of the Director Evaluation Council for Outside
Director candidates, and the opinions of Audit & Supervisory Board Members and the advice of the Outside
Directors and Audit & Supervisory Board Members Council for 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 one of Duskin Group* companies* Duskin and subsidiaries of Duskin.

2. A major shareholder* of Duskin or a Director, Audit & Supervisory Board Member or employee of acompany 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 Duskin Group* A company where, in the most recent fiscal year, amounts paid to or received from Duskin Group for business
transactions are more than the larger of 3% of the consolidated sales of Duskin Group or the company (including
the parent company and subsidiaries) or ¥1 billion

4. An individual that has received substantial donations* from 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 Duskin
Group in the most recent fiscal year or ¥100 million.

5. An attorney, accountant, consultant who has received substantial payments* or other items of value (or anindividual belonging to a company or other organization that has received these payments) other than
Director or Audit & Supervisory Board Member compensation from Duskin Group* Cash or other items with a value of the larger of 1% of consolidated sales of Duskin Group in the most recent
fiscal year or ¥100 million

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 3 through 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 asa Duskin Outside Director or Outside Audit & Supervisory Board Member

20Proposal 5: Amendment of Remuneration for 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 remuneration for
Directors of the Company.
As it is proposed in Proposal 2 (Partial Amendments to the Articles of Incorporation) to decrease the number
of Directors after the introduction of the Operating Officer system, we request that approval be given to
reduce the limit of remuneration for Directors to 400 million yen per annum (of which 35 million yen perannum is for Outside Directors).
Share-based-remuneration-type stock options within the limit of remuneration were approved to be allotted
to Directors up to 50 million yen per annum at the 55th Annual General Meeting of Shareholders held on
June 22, 2017. No change will be made on this point.
There are currently twelve (12) Directors (including three (3) Outside Directors). If Proposal 3 is approved
without amendment, there will be nine (9) Directors (including three Outside Directors).

21

Consolidated Balance Sheets(millions of yen)Account

FY2017as ofMar. 31,2018

FY2016as ofMar. 31,2017

69,434
18,84662,021
21,200

9,950

9,887

Account

Assets

FY2016as ofMar. 31,2017

33,985
6,834
173

34,603
6,836
78

Liabilities

Current assets
Cash and deposits
Notes and accounts receivable trade
Lease receivables and investment
assetsSecurities
Merchandise and finished goods
Work in process
Raw materials and supplies
Deferred tax assets
Other
Allowance for doubtful accounts

1,326

1,359

24,461
7,738
142
1,598
1,822
3,585
-37

16,018
7,388
157
1,557
1,719
2,766
-34

Non-current assets

126,623

128,095

Property, plant and equipment
Buildings and structures
Machinery, equipment andvehiclesLand
Construction in progress
Other49,344
16,996

51,334
17,769

6,491

6,745

22,750178
2,927

23,6282412,948

Intangible assets
Goodwill
Other

8,474
549
7,925

7,683
647
7,035

Investment and other assets
Investment securities
Long-term loans receivable
Deferred tax assets
Guarantee deposits
Other
Allowance for doubtful accounts

68,80460,523
3
1,250
5,751
1,310
-34

69,07858,979
5
2,199
6,304
1,616
-27

196,058

190,116

Total Assets

FY2017as ofMar. 31,2018

Current 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
Net defined benefit liability
Asset retirement obligations
Long-term guarantee deposited
Long-term accounts payable-other
Other
Total liabilities

－

10

1,403
3,397
18
8,112
9,314

2,337
3,255
12
7,583
9,421

4,731
14,286
12,882
578
788
18
18
48,271

5,069
13,403
11,901616812
74
048,007

139,388
11,352
11,087
120,519-3,571

136,203
11,352
11,086
117,332-3,568

8,026

5,521

9,878

7,754

1

－

-54

-120

-1,798-2,1139361
147,786
196,058－384
142,108
190,116

Net Assets
Shareholders' equity
Capital stock
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.

22

Consolidated Statements of Income(millions of yen)Account

FY2017FY2016

Apr. 1, 2017 -( Apr. 1, 2016 - )(Mar. 31, 2018 )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
Rent expenses on facilities
Subsidies return loss
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
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 disaster
Other
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitLoss attributable to non-controlling interests
Profit attributable to owners of parent

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

220

171

508
326
7
57
45
42
35
－
137
8,978
163
133
24
－

603
399
1
35
－
48
102
60
151
7,554
728
0
580
114

－

24

5
1,228
93
173
840
0
121
7,913
2,821
-228
5,320
-4
5,324

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

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

23

Mar. 31, 2017

161,03187,80873,222
65,664
7,557
1,747
345
346
152
174

Consolidated Statements of Changes in Net Assets(April 1, 2017 – March 31, 2018)(millions of yen)

Shareholders' equity
Total
Capital stock

Retained

Treasury

earnings

sharesCapital surplus

shareholders'equityBalance at beginning ofcurrent period
Changes of items during theperiod11,352

11,086

117,332-3,568136,203

Dividends of surplus-2,137-2,137

Profit attributable to ownersof parent

5,324

5,324

Purchase of treasury shares-2

Changes in equity of theparent company related totransactions with noncontrolling shareholder
Net changes of items otherthan shareholders' equity
Total changes of items during
the period
Balance at end of current
period

1

1

－

1

3,186

-2

3,185

11,352

11,087

120,519-3,571

139,388

Accumulated other comprehensive income

Balance at beginning ofcurrent period
Changes of items during theperiod-2

Valuationdifferenceonavailablefor-salesecurities

Deferred
gains orlosses onhedgesForeigncurrencytranslation
adjustment

Remeasurements ofdefinedbenefit
plans

Total
accumulated
othercomprehensive
income

7,754

－

-120

-2,113

5,521

Share
acquisitionrights

Noncontroll-ing
interests

Total
net
assets－384

142,108-2,137

Dividends of surplus
Profit attributable to ownersof parent

5,324
-2

Purchase of treasury shares
Changes in equity of theparent company related totransactions with noncontrolling shareholder
Net changes of items otherthan shareholders' equity
Total changes of items during
the period
Balance at end of current
period
Note:

1

2,491

9

-22

9

361

147,786

2,123

1

65

314

2,505

9

2,123

1

65

314

2,505

9,878

1

-54

-1,7988,026

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

24

-22

5,677

Non-Consolidated Balance Sheets
FY2017as ofMar. 31,2018

Account

FY2017as ofMar. 31,2018

FY2016as ofMar. 31,2017

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

42,852
6,144
6,785
1,004
951
14,31544,900
6,276
5,866
936
1,934
16,107

9,965

10,080

2,488
18
1,177

2,391
12
1,294

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

13,472
8,004
113
491
970
3,860
17
15
56,324

8,476
6,677
－
544
856
380
17
－
53,377

116,595
11,352
1,090
1,090

114,265
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

107,723
2,777
104,946869－
96,8007,276

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

Treasury shares-3,571-3,568

9,835

7,729

9,833

7,729

1

－

9
126,440
182,765－
121,994
175,371

FY2016as ofMar. 31,2017

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(millions of yen)

Liabilities
56,653
13,262
44
7,669
29
24,461
5,926
4
918
509
1,286
4

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

109

95

2,442
-17
126,11138,315
13,176
808
834
0
1,639
58
21,684
113
7,570
17
50
5,526

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

1,787

786

188
80,22559,222
14,6390

205
79,71357,72914,380
0

0

0

2

4

399

409

611
40
5,179
159
-30
182,765

675
735
5,600
200
-23
175,371

Net Assets
Shareholders' equity
Capital stock
Capital surplus
Legal capital surplus

Valuation and translation adjustments
Valuation difference on availablefor-sale securities
Deferred gains or losses on hedges

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.
25

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
Provision for loss on guarantees
Rent expenses on facilities
Subsidies return loss
Cancellation penalty
Debt waiverCommission for purchase of treasury shares
Miscellaneous loss
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
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 disaster
Loss on valuation of shares of subsidiaries
and associates
Other
Income before income taxes
Income taxes-current
Income taxes-deferred
ProfitNote:

FY2017
April 1, 2017()
March 31, 2018
132,537
76,88355,65350,737
4,915
2,978
18
324
1,173
844
268
348
417
16
113
64
45
32
－
－
145
7,476
134
106
24
－
3
1,176
93
154
834
0

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
－
69
－
87
105
60
146
6,478
698
0
580
114
3
1,949
22
129
1,078
157

－

559

93
6,434
2,042
-310
4,703

2
5,227
2,306
-802
3,723

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

26

Non-consolidated Statements of Changes in Net Assets(April 1, 2017 – March 31, 2018)(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
capitalsurplus11,352

Total
capitalsurplus

1,090

1,090

Legal
retainedearnings

Reserveforbusinessdevelopment

Reserveforreduction
entry

Generalreserve

Retainedearnings
brought
forwardTotal
retainedearnings

2,777

869

31

100,800

912

105,390-2,137
4,703-2,137

-231

31

-231

-4,0004,000－-4,000

6,364

2,333

7,276

107,723

Dividends of surplus
ProfitPurchase of treasury
sharesDecrease by corporate
division
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

-31

―

―

―

―

―

11,352

1,090

1,090

2,777

869

Shareholders' equity
Total
shareholders'equityTreasurysharesBalance at beginning ofcurrent period
Changes of items during
the period-3,568Dividends of surplus
ProfitPurchase of treasury
sharesDecrease by corporate
division
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

-2

-3,571

114,265-31－

96,800

Valuation and translation adjustments
Valuation
Total
difference
Deferred gains
valuation
on availableor losses onandfor-salehedgestranslation
securities
adjustments

7,729

－

7,729

Share
acquisitionrights

－

4,703

－

Total net
assets121,994-2,137
4,703-2,137

-2

-2

4,703

-231
－

-231

－

－

－

2,104

1

2,106

9

2,115

2,330

2,104

1

2,106

9

4,446

116,595

9,833

1

9,835

9

126,440

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

27