Notice of Convocation

The 60th Ordinary General Meeting of Shareholders

This document is an excerpt translation of the Japanese original and it is for reference purpose only. In the event of any
discrepancy between this English version and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation, or for direct, indirect or any other forms of damages arising from the translation.
Please be advised that certain explanations for domestic voting procedures that are not applicable to the shareholders
outside Japan are omitted or modified to avoid confusion.

(Translation)(Code No.: 4665)
June 3, 2022
To Our Shareholders
Teruji Yamamura
President and CEO
Duskin Co., Ltd.
1-33 Toyotsu-cho, Suita-shi
Osaka 564-0051 JAPAN

Convocation Notice of the 60th Ordinary General Meeting of Shareholders
This is to inform you that the 60th Ordinary General Meeting of Shareholders will be held as indicated under the Details of
the Meeting heading below.
Votes will be cast prior to the meeting either in writing (by postal mail) or electronically (via the Internet). Therefore, we
kindly ask that you exercise your voting rights by 5 p.m. (JST) on Wednesday, June 22, 2022, after examining the following
Reference Materials for the General Meeting of Shareholders.

Details of the Meeting
1. Date and Time:

10 a.m. (JST) on Thursday, June 23, 2022
(Registration will open at 9 a.m.)

2. Venue:

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

13. Meeting Agenda
Items to be reported
1.

The business report, the consolidated financial statements and audit results on consolidated financial statements
by Accounting Auditors and the Audit and Supervisory Board for fiscal 2021 (April 1, 2021 to March 31, 2022)

2.

The non-consolidated financial statements for fiscal 2021 (April 1, 2021 to March 31, 2022)

Matters to be resolved
Proposal 1:

Appropriation of Retained Earnings

Proposal 2:

Partial Amendment 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 and Supervisory Board

Prior Submission of Questions
We will be accepting your questions regarding the Meeting Agenda in advance. Of the questions received, thoseconsidered to be of significant interest to shareholders will be raised at the General Meeting of Shareholders.
Note, however, that we cannot provide individual replies. We appreciate your understanding in this matter.
Period for the submission of questions:
Friday, June 3, 2022 to 5 p.m. on Wednesday, June 15, 2022 (JST)Method for the submission of questions:
Access via the corporate website. Address to submit questions in advance:
https://www.duskin.co.jp/ir/stockinfo/meeting/ (Japanese version only)• When attending the meeting in person, please present the enclosed Voting Rights Execution Form at registration.
If attending by proxy, one other shareholder with voting rights may act as a proxy and must submit documentary
evidence of the right of proxy. Please note that only shareholders are entitled to attend the meeting.
• In line with Japan’s Cool Biz initiative, please note that the officers and staff will dress lightly in business casual styleduring the meeting to help reduce the Company’s impact on global warming.

2

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

Exercise of voting right

Exercise of voting right

Exercise of voting right

In person

In writing by postal mailVia the Internet

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

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

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

Meeting Time and Date

Receipt Deadline

Receipt Deadline

10 a.m., Thursday

5 p.m., Wednesday

5 p.m., Wednesday

June 23, 2022 (JST)June 22, 2022 (JST)June 22, 2022 (JST)*1. When multiple votes are cast through the Internet, the final vote will be considered to be the intended official vote.
*2. If votes are cast both by postal mail (in writing) and through the Internet, then those cast over the Internet will be treatedas valid, regardless of the time when they were received.

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

3

Reference Materials for the General Meeting of Shareholders

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 portionof the profit based on our performance while preserving an appropriate balance with investments for sustainable growth andhigher 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 forsound business management, we have decided that the full-year dividend for fiscal 2021 should be 83 yen per share.
We have therefore determined that the year-end dividend should be 53 yen per share which, together with the interim dividendof 30 yen per share, brings the full-year dividend to 83 yen per share.

(1) Type of dividend: Cash
(2) Dividend particulars and amounts:

53 yen per share of common stock
Total amount of dividends: 2,651,038,482 yen (Funds for the dividends: Retained earnings)
Duskin paid an interim dividend of 30 yen per share. The full-year dividend is to total 83 yen per share.

(3) The effective date of the dividends: June 24, 2022

Reference: Dividend policy after FY2022
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 with investments for sustainablegrowth and higher corporate value, as well as maintaining financial soundness in preparation for potential risks.
Accordingly, Duskin has determined that the full-year dividend will be based on a consolidated payout ratio of 60% or adividend on equity ratio (DOE) of 2.5%, whichever is higher.

4Proposal 2
1.

Partial Amendment to the Articles of Incorporation

Reasons for the Amendment
Since the revised provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019) are to take effect on September 1, 2022, the Company proposes toamend its Articles of Incorporation as follows, in preparation for the introduction of a system for providing referencematerials for the General Meeting of Shareholders in electronic format.
(1) Newly establish Paragraph 1 of the proposed amendment to Article 17 (Measures for providing information inelectronic format) as the Company is required to state in the Articles of Incorporation that it will take measures forproviding information that constitutes the content of reference materials and other documents for the General
Meeting of Shareholders in electronic format(2) Newly establish Paragraph 2 of the proposed amendment to Article 17 (Measures for providing information inelectronic format) stipulating that, among the items for which measures will be taken for providing information that
constitutes the content of reference materials and other documents for the General Meeting of Shareholders inelectronic format, the Company may limit the scope of the items to be stated in the written documents issued tothose shareholders who requested such documents to the scope designated by the applicable Ordinance of the
Ministry of Justice of Japan(3) Delete the provisions of Article 17 (Disclosure via Internet of reference materials and other information) in theexisting Articles of Incorporation as they will no longer be necessary once the system for providing referencematerials for the General Meeting of Shareholders in electronic format is introduced(4) Establish supplementary provisions regarding the effect of the above-mentioned new establishments and deletion.
These supplementary provisions shall be deleted after the specified date.

2.

Details of the Amendment
Details of the amendment are as follows.
(The amended parts are underlined.)
Existing Articles of Incorporation

Proposed Amendment(Disclosure via Internet of reference materials and other information)
Article 17 - When convening a General Meeting of Shareholders, it shall be deemed that theCompany has provided shareholders with the information that should be stated or presented
in reference materials for the General Meeting of Shareholders, business reports, consolidated
and non-consolidated financial statements, by disclosing such information via Internet inaccordance with the applicable Ordinance of the Ministry of Justice of Japan

5(Deleted)Existing Articles ofIncorporation

Proposed Amendment(Measures for providing information in electronic format)
Article 17 - When convening a General Meeting of Shareholders, the Company shall takemeasures for providing information that constitutes the content of reference materials and otherdocuments for the General Meeting of Shareholders in electronic format.
2 - Among the items for which measures will be taken for providing information in electronic
format, the Company may exclude all or some of those items designated by the applicable
Ordinance of the Ministry of Justice of Japan from written documents issued to thoseshareholders who requested such documents by the record date for voting rights.

(Supplementary Provisions)(Transitional measures concerning the provision of information for the General Meeting of(Newly established)

Shareholders in electronic format)
Article 1 - The deletion of Article 17 (Disclosure via Internet of reference materials and otherinformation) from the existing Articles of Incorporation and the new establishment of Article 17(Measures for providing information in electronic format) in the amended Articles ofIncorporation shall be effective from September 1, 2022.
2 - Notwithstanding the foregoing paragraph, provisions in Article 17 (Disclosure via Internet ofreference materials and other information) of the existing Articles of Incorporation shall remainin effect for any General Meeting of Shareholders held within six (6) months from September 1,
2022.
3 - The provisions of this Article shall be deleted after six (6) months have elapsed from
September 1, 2022 or after three (3) months have elapsed since the General Meeting of
Shareholders mentioned in the foregoing paragraph, whichever is later.

6

Proposal 3

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

The tenure of the current nine (9) Directors will expire at the close of this Ordinary General Meeting of Shareholders. It istherefore proposed that the total number of Directors remains at nine (9).
The candidates for this position are as follows.
Reappointment/New appointment
Candidate
No.

Name

1

Teruji Yamamura(Mr.)

Reappointment
Candidate

18

17/17

Representative Director
President and CEO

2

Hiroyuki Okubo(Mr.)

Reappointment
Candidate

2

17/17

Director and Operating Officer
Corporate Planning Group3

Kazushi Sumimoto Reappointment
Candidate
(Mr.)

8

17/17

Director and COO
Direct Selling Group

4

Tetsuya Wada
(Mr.)

Reappointment
Candidate

2

17/17

Director and COO
Food Group

5

Naoto Miyata(Mr.)

Reappointment
Candidate

2

17/17

Director and CFO
Corporate Administration Group

6

Shinichiro Ueno
(Mr.)

New appointment
Candidate——

Operating Officer
Public Relations
Manager, International Division

Nobuko Sekiguchi(Ms.)

Reappointment
Candidate for
Independent Outside
Director

3

17/17

Outside Director

Yukiko Tsujimoto(Ms.)

Reappointment
Candidate for
Independent Outside
Director2

17/17

Outside Director

Fumi Musashi(Ms.)

New appointment
Candidate for
Independent Outside
Director

—

—

—

7

8

9

Tenure Number of Boardasof Directors
Director meetings attended(years)during FY 2021

Titles and Responsibilities
at DuskinNotes:
1. Years of tenure and age at the close of this Ordinary General Meeting of Shareholders
2. This is not a comprehensive list of all the knowledge, experience and skills of the candidates.

7

Diversity

Candidate No.

1

2

3

4

5

6

7

8

9

Age

65

59

61

59

58

58

53

58

62

Gender

Male

Male

Male

Male

Male

Male

Female Female Female

Nationality

Japan

Japan

Japan

Japan

Japan

Japan

Japan

Japan

Japan

Non-Independent (Inside)

●

●

●

●

●

●
●

●

●

Independent (Outside)
Collective
SkillsCorporate Management

●

●

●

●

●

●

●

●

●

Sustainability

●

●

●

●

●

●

●

●

●

Finance and Accounting
Sales and Marketing
Industry
Skills●●IT and Digital
Transformation

●

●

●

●

Global Expansion
Franchise Operation

●

●

●

8

●

●

●
●

●

●

●

●

●

●

Board Skills Matrix
Skill

Collective
SkillsRequirements (Description of Skills)

Corporate
Management

Ability to effectively allocate business resources based on legal and compliance skills,
risk management skills and human resources skills, in order to achieve sustained
growth and to raise corporate value over the medium- to long-term

Sustainability

Ability to manage business to sow the seeds of joy for people and society while
striving to co-exist and co-prosper with the environment and local communities, basedon our franchise business system

Finance andAccounting

Accounting and strategic financial skills that come with well-founded knowledge andexperience required for strategic financial planning to forge a solid financial
foundation, invest in growth and enhance shareholder returns

Sales andMarketing

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

IT and Digital
Transformation

Ability to drive corporate reform across Duskin’s products, services and businessmodel, but also the corporate culture and climate, by using data and digitaltechnologies; this is a skill required nowadays with digitalization on the rise as
lifestyles change.

Global Expansion

Ability required for capturing new growth opportunities not only in the domestic
market affected by aging and a declining birthrate, but also with an eye toward entering
emerging overseas markets following their growing populations

Franchise
Operation

Ability to lead operations as a franchisor, including organizational development; thisis a skill especially required by Duskin — a pioneer for franchising in Japan andcurrently a franchisor for almost all of its businesses.

Industry
Skills9Reference: Policy on selecting Director candidates
Director candidates must have the proper character, knowledge and ethics for this post, and must have no health issues
that would prevent them from performing their duties. The candidates must also be capable of consistently executing the
medium- to long-term growth strategy of the Duskin Group, making a positive impact on the vitality of our organization.
With regard to candidates for internal Director positions, the President and CEO requests recommendations from current
Directors, Audit and Supervisory Board Members and Operating Officers and selects the candidates for review by the
Directors Evaluation Committee. After taking into account the feedback of the committee, the President and CEO
proposes suitable candidates who are then selected after thorough discussion and deliberation by the Board of Directors.
Outside Director candidates must have no conflict of interest with respect to the Duskin Group and must be able tomaintain their independence. They must also have the business experience and expertise to perform supervisory andadvisory functions for the Board of Directors. In addition, they must be capable of providing beneficial advice from many
perspectives to ensure management transparency, soundness and fairness. Candidates for Outside Director positions arethen selected after thorough deliberation by the Board of Directors.
In order to maintain independence and effectiveness, the Directors Evaluation Committee must consist of only
independent Outside Directors and Outside Audit and Supervisory Board Members in accordance with regulations of theTokyo Stock Exchange.

Candidate No. 1
Date of birth

Teruji Yamamura

Reappointment
Number of Board of Directors
meetings attended during FY 2021:
17/17(100.0%)

Number of shares owned: 39,106

January 28, 1957

Tenure: 18 years(at the close of this Ordinary General Meeting of
Shareholders)

Position/Career Summary
Apr. 2018
Representative Director
President and CEO (to the present)
Apr. 2009
President and CEO
Apr. 2007
Director
Care Service Business Group, Rent-All,
Home Instead (now Life Care)
June 2004
Director and Assistant General Manager
Clean Service Business Group
Jan. 1982
Joined the Company
Reasons for nomination as a candidate for Director
Since becoming President and 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, whileleading the ONE DUSKIN long-term strategy. Mr. Yamamura possesses
extensive expertise in franchise business management garnered over his longcareer at Duskin as a top executive as well as strong leadership and the foresightto navigate the Company through the ever-changing and unpredictable businessenvironment — both essential qualities of Directors. The Company believes Mr.
Yamamura is an indispensable Board member to continue raising corporate
value over the medium- to long-term while also aiming for co-existence and coprosperity with the environment and local communities. Based on these reasons,the Company requests a vote in his favor for re-election as a Director.

10Candidate No. 2
Date of birth

Hiroyuki Okubo

Reappointment
Number of Board of Directors
meetings attended during FY 2021:
17/17(100.0%)

Number of shares owned: 6,721

June 30, 1962

Tenure: 2 years(at the close of this Ordinary General Meeting of
Shareholders)

Position/Career Summary
June 2021
Director and Operating Officer
Corporate Planning Group (to the present)
Apr. 2021
Director and Operating Officer
President’s Office, Corporate Planning, Information
System, Shared Services Center
Dec. 2020
Director and Operating Officer
President’s Office, Information System, Shared
Services Center
Manager, Corporate Planning
June 2020
Director and Operating Officer
President’s Office, Information System
Manager, Corporate Planning
Apr. 2020
Operating Officer
Information System
Manager, Corporate Planning
Apr. 2018
Operating Officer
Manager, Corporate Planning
Apr. 1985
Joined the Company
Reasons for nomination as a candidate for Director
Following a long career in product development and marketing for ourmainstream business, Clean & Care Group, Mr. Okubo led the formulation of
growth strategies and the strengthening of corporate governance after becoming
Manager of Corporate Planning. Since 2020, he has served as Operating Officerof Information System contributing greatly to maintaining Duskin’s IT anddigital infrastructure as well as to advancing its Digital Transformation. Mr.
Okubo possesses abundant experience in business operations and extensive
expertise in managing franchise businesses which enable him to proactively
provide constructive opinions from the standpoint of management strategy. The
Company believes Mr. Okubo is an indispensable Board member for further
improving the effectiveness of the Board of Directors’ decision-making andsupervisory functions in order to continue raising corporate value over the
medium- to long-term while also aiming for co-existence and co-prosperity withthe environment and local communities. Based on these reasons, the Company
requests a vote in his favor for re-election as a Director.

11

Candidate No. 3
Date of birth

Kazushi Sumimoto

Reappointment
Number of Board of Directors
meetings attended during FY 2021:
17/17(100.0%)

Number of shares owned: 16,040

November 29, 1960

Tenure: 8 years(at the close of this Ordinary General Meeting of
Shareholders)

Position/Career Summary
Apr. 2022
Director and COO
Direct Selling Group (to the present)
June 2020
Director and COO
Direct Selling Group
General Manager, Strategy Management, Direct
Selling Group
Apr. 2020
Director and Executive Operating Officer
Direct Selling Group
General Manager, Strategy Management, Direct
Selling Group
Apr. 2019
Director and Executive Operating Officer
Corporate Planning, General Affairs, Accounting, Public
Relations, Information System, Production & Logistics
Apr. 2018
Director and Senior Operating Officer
Corporate Planning, Production & Logistics GroupMay 2016
Director, Corporate Planning, Life Care Development
Group, Rent-All, Uniform Service, Health & Beauty
June 2014
Director, Home Instead (now Life Care)
Division Manager, Rent-All
Apr. 1983
Joined the Company
Reasons for nomination as a candidate for Director
After contributing to the development of Clean & Care Business and Rent-All
Business, Mr. Sumimoto has played a key role at Corporate Planning and
Production & Logistics Group since 2016. Currently, he is overseeing the entire
Direct Selling Group. At the Board of Directors, Mr. Sumimoto proactively
speaks up with accurate and constructive opinions supported by his experiences
to assist the President and CEO, and provides strong leadership for the Board of
Directors. Mr. Sumimoto possesses extensive expertise in franchise business
management garnered over his long career at Duskin as a top executive. The
Company believes Mr. Sumimoto is an indispensable Board member for further
improving the effectiveness of the Board of Directors’ decision-making andsupervisory functions in order to continue raising corporate value over the
medium- to long-term while also aiming for co-existence and co-prosperity withthe environment and local communities. Based on these reasons, the Company
requests a vote in his favor for re-election as a Director.

12

Candidate No. 4
Date of birth

Tetsuya Wada

Reappointment
Number of Board of Directors
meetings attended during FY 2021:
17/17(100.0%)

Number of shares owned: 6,075

July 17, 1962

Tenure: 2 years(at the close of this Ordinary General Meeting of
Shareholders)

Position/Career Summary
Oct. 2020
Director and COO
Food Group (to the present)
June 2020
Director and COO
Food Group
Division Manager, Food Business Development
Apr. 2020
Operating Officer
Food Group
Division Manager, Food Business Development
Apr. 2018
Operating Officer
General Manager, Mister Donut Business Group
Apr. 1986
Joined the Company
Reasons for nomination as a candidate for Director
Mr. Tetsuya Wada has been involved in the Food Group since joining Duskin.
After supervising the Mister Donut overseas operations, he was assigned tooversee Food Business Development as Division Manager. After serving
successfully in those positions, he became General Manager at the Mister DonutBusiness Group to lead the brand’s revitalization. Currently, he is overseeing theentire Food Group. Leveraging his experience, Mr. Wada proactively provides
constructive opinions on matters including the Direct Selling Group,
contributing greatly to improving the effectiveness of the Board of Directors
meetings. Mr. Wada has abundant experience in business operations andextensive expertise in managing franchise businesses. The Company believes
Mr. Wada is an indispensable Board member for further improving theeffectiveness of the Board of Directors’ decision-making and supervisory
functions in order to continue raising corporate value over the medium- to longterm while also aiming for co-existence and co-prosperity with the environment
and local communities. Based on these reasons, the Company requests a vote in
his favor for re-election as a Director.

13

Candidate No. 5
Date of birth

Naoto Miyata

Reappointment
Number of Board of Directors
meetings attended during FY 2021:
17/17(100.0%)

Number of shares owned: 5,276

August 16, 1963

Tenure: 2 years(at the close of this Ordinary General Meeting of
Shareholders)

Position/Career Summary
Apr. 2021
Director and CFO
Corporate Administration Group (to the present)
June 2020
Director and CFO
Legal Affairs and Corporate Compliance, Accounting,General Affairs
Apr. 2020
Operating Officer
Accounting
Apr. 2018
Joined the Company
General Manager, Corporate AccountApr. 2014
General Manager
Public & Financial Institutions Banking Dept.
Sumitomo Mitsui Banking Corporation
Reasons for nomination as a candidate for Director
Mr. Miyata has extensive knowledge in areas including finance and capital
policy, 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 of franchise businesses
through initiatives to reinforce the Corporate Account platform. Since 2020, 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 the Board of Directors meetings. The Company
believes Mr. Miyata is an indispensable Board member for further improving theeffectiveness of the Board of Directors’ decision-making and supervisory
functions in order to continue raising corporate value over the medium- to longterm while also aiming for co-existence and co-prosperity with the environment
and local communities. Based on these reasons, the Company requests a vote in
his favor for re-election as a Director.

14

Candidate No. 6

Shinichiro Ueno

New appointment

Date of birth

Number of shares owned: 2,263

February 19, 1964
Position/Career Summary
Apr. 2021
Operating Officer
Public Relations
Manager, International Division (to the present)
May 2019
ManagerInternational Division
June 2012
Chairman and CEO
Duskin Shanghai Co., Ltd.
Mar. 2009Manager
Clean Service Sales Planning
May 2000
Joined the Company
Reasons for nomination as a candidate for Director
After building his long career at Duskin in sales planning for our mainstream
business, Clean & Care Group, Mr. Ueno went on to lead and contribute greatly
to the further expansion of the business overseas after being entrusted withoverseeing the subsidiary in Shanghai in 2012. Since 2021, he has served as
Operating Officer and proactively provided constructive opinions during theBoard of Directors meetings, contributing greatly to supporting timely andappropriate business execution. Mr. Ueno has abundant experience in global
business operations and extensive expertise in managing franchise businesses.
The Company believes Mr. Ueno is an indispensable Board member for further
improving the effectiveness of the Board of Directors’ decision-making andsupervisory functions in order to continue raising corporate value over the
medium- to long-term while also aiming for co-existence and co-prosperity withthe environment and local communities. Based on these reasons, the Company
requests a vote in his favor for election as a Director.

15

Candidate No. 7
Date of birth

Nobuko Sekiguchi

Reappointment
Candidate for Independent
Outside Director
Number of Board of Directors
meetings attended during FY 2021:
17/17(100.0%)

Number of shares owned: 100

July 3, 1968

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

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 nomination as a candidate for Outside Director and expected roles
After working as a management consultant, Ms. Sekiguchi joined CAPCOM
CO., LTD. where as a Managing Corporate Officer, she was engaged inleadership roles involving corporate planning and personnel system reforms.
Included in her corporate planning responsibilities were the formulation of its
Mid-Term Plan, the annual budget management, corporate reorganization and
M&A transactions. Based on her experience and expertise, Ms. Sekiguchi is
expected to provide comprehensive supervision of management and advice fromthe perspective of enhancing medium- and long-term corporate value. Therefore,
the Company requests a vote in her favor for re-election as an Outside Director.

16Candidate No. 8
Date of birth

Yukiko Tsujimoto(Maiden name: Yukiko Okamoto)

Reappointment
Candidate for Independent
Outside Director
Number of Board of Directors
meetings attended during FY 2021:
17/17(100.0%)

Number of shares owned: 0February 10, 1964

Tenure: 2 years(at the close of this Ordinary General Meeting of
Shareholders)

Position/Career Summary
Apr. 2022
Advisor to the City of Kobe (Recruitment and Training)(to the present)
Mar. 2022
Outside Director
SAKATA INX CORPORATION (to the present)
June 2020
Director, the Company (to the present)
Nov. 2014
Representative Director, Shapes Co., Ltd. (to the present)
June 2014
Resigned from Procter & Gamble Japan K.K.
Apr. 2014
Resigned from the position of Director, P&G K.K.
July 2012
External Relations Director
Procter & Gamble Japan K.K.
June 2012
Resigned from the position of Director, Procter & Gamble
Japan K.K.
Apr. 2008
Director
P&G K.K.
Mar. 2006
Director
Procter & Gamble Japan K.K.
Apr. 1986
Joined Procter & Gamble Far East Inc. (now Procter &Gamble Japan K.K.)
Significant concurrent position:
Representative Director, Shapes Co., Ltd.
Outside Director, SAKATA INX CORPORATION

Reasons for nomination as a candidate for Outside Director and 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 marketing andcommunications 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 and advice from the perspective ofenhancing medium- and long-term corporate value. Therefore, the Company
requests a vote in her favor for re-election as an Outside Director.

17

Candidate No. 9

Fumi Musashi

New appointment
Candidate for Independent
Outside Director

Date of birth

Number of shares owned: 0

August 24, 1959
Position/Career Summary
June 2022
To resign from CHORI CO., LTD
Jan. 2022
Part-time Adviser
CHORI CO., LTD
Dec. 2020
Assistant General Manager of Corporate Planning Division
and Assistant to the Executive Chief Representative for
China
CHORI CO., LTD
June 2018
Chairman and President
CHORI (CHINA) CO., LTD.
Apr. 2016
President
CHORI (CHINA) CO., LTD.
Apr. 1982
Joined CHORI CO., LTD
Reasons for nomination as a candidate for Outside Director and expected roles
Ms. Musashi has been involved in business operations in China since joining
CHORI CO., LTD, including breaking new ground for the company as its firstfemale expatriate. Ms. Musashi brings with her also management experience
accumulated since 2018 during her appointment as Chairman and President of
CHORI (CHINA) CO., LTD., a subsidiary in China.
Based on her experience in global business operations and expertise, Ms.
Musashi is expected to provide comprehensive supervision of management andadvice from the perspective of enhancing medium- and long-term corporate
value. Therefore, the Company requests a vote in her favor for election as an
Outside Director.

Notes:
1.

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

2.

The number of shares owned by Mr. Shinichiro Ueno includes the shares held through Duskin Employee Stock
Ownership Plan.

3.

Duskin has designated Ms. Nobuko Sekiguchi and Ms. Yukiko Tsujimoto as Independent Directors in accordancewith regulations of the Tokyo Stock Exchange. If these Director candidates are re-elected as proposed, Duskin plansto again designate them as Independent Directors. Likewise, if Ms. Fumi Musashi is elected as Director, she will
be appointed as an Independent Director.

4.

Duskin has contracts with Ms. Nobuko Sekiguchi and Ms. Yukiko Tsujimoto that limit their liability as provided in
Article 423, Paragraph 1 of the Companies Act within the amount prescribed by laws or ordinances. If these two
Outside Director candidates are re-elected as proposed, Duskin plans to extend their contracts. Likewise, if Ms.
Fumi Musashi is elected as proposed, Duskin plans to enter into the same limited liability agreement with her too.

5.

Duskin has entered into a directors and officers liability insurance (D&O Insurance) contract with an insurancecompany. The outline of this agreement is described on page 40 of the present convocation notice (Japanese versiononly). The candidates nominated for reappointment have concluded already such a contract. If they are re-elected
as proposed, they will continue to be covered by the insurance contract. Likewise, if Mr. Shinichiro Ueno and Ms.
Fumi Musashi are elected as Directors, they both are to be included as insureds. Duskin intends to renew theircontracts once due for renewal (after one year) under the same terms during their tenure by resolution of the Boardof Directors.
18

Proposal 4

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

The tenure of the current member of the Audit and Supervisory Board, Mr. Takaaki Oda, will expire at the close of thisOrdinary General Meeting of Shareholders. Therefore, the election of one (1) member of the Audit and Supervisory Board is
proposed.
The submission of this proposal has already been approved by the Audit and Supervisory Board.
The candidate for this position is as follows.

Reference: Policy on selecting Audit and Supervisory Board Member candidates
Audit and Supervisory Board Member candidates must have the proper character, knowledge and ethics for this post, andmust have no health issues that would prevent them from performing their duties.
The role of Audit and Supervisory Board Members is to properly oversee the performance of Directors (throughoperational audits (compliance audits) and accounting audits) and to create a sound corporate governance framework.
Therefore, Audit and Supervisory Board Member candidates must maintain their independence from the executives anddemonstrate the abilities and knowledge necessary for performing their duties with integrity. The candidates are also
expected to show profound insights into Duskin’s businesses and the ability to make decisions regarding corporate
management from an objective and neutral standpoint. The selection of candidates is determined by resolutions of theBoard of Directors after obtaining the consent of the Audit and Supervisory Board. In addition, at least one (1) Audit andSupervisory Board Member selected must have considerable expertise in finance and accounting.
Outside Audit and Supervisory Board Member candidates must have no conflict of interest with respect to the Duskin
Group, be able to maintain their independence and have extensive knowledge and experience in legal matters, accounting,internal controls, corporate reorganizations and other fields that are needed to oversee and advise the Board of Directors.
The selection of candidates is determined by resolutions of the Board of Directors after obtaining the consent of the Audit
and Supervisory Board.

19

Hidekazu Saruki

Date of birth

Number of shares owned: 0March 2, 1976
Position/Career Summary
May 2011
Partner, Miyake & Partners (to the present)
Registered at Osaka Bar Association and joined Miyake
Oct. 2001
Godo Law Office (now Miyake & Partners)
Nov. 1999
Passed National Bar Examination
Significant concurrent position:
Outside Audit and Supervisory Board Member
Nishimura Securities Co., Ltd.

New appointment
Candidate for Independent Outside
Member of the Audit andSupervisory Board

Director, Infection Control Sterilization Association (ICSA)

Reasons for nomination as a candidate for Independent Outside
Member of the Audit and Supervisory Board
Mr. Hidekazu Saruki is expected to be able to monitor and oversee Duskin’s
management from an independent and objective standpoint, based on his
extensive experience and expertise as an attorney. Therefore, the Company
requests a vote in his favor for election as an Outside Member of the Audit andSupervisory Board. Although he has not been directly involved in corporate
management, the Company believes that Mr. Saruki is capable of fulfilling his
duties as an Outside Member of the Audit and Supervisory Board.

Notes:
1.

There is no conflict of interest between Mr. Hidekazu Saruki and Duskin.

2.

If Mr. Hidekazu Saruki is elected as proposed, Duskin plans to designate him as Independent Director in accordancewith regulations of the Tokyo Stock Exchange.

3.

Duskin has contracts with Outside Members of its Audit and Supervisory Board that limit their liability as provided
in Article 423, Paragraph 1 of the Companies Act within the amount prescribed by laws or ordinances.
If Mr. Hidekazu Saruki is elected as proposed, Duskin plans to enter into the same limited liability agreement with
him.

4.

Duskin has entered into a directors and officers liability insurance (D&O Insurance) contract with an insurancecompany. The outline of this agreement is described on page 40 of the present convocation notice (Japanese versiononly). If Mr. Hidekazu Saruki is elected as proposed, he is to be included as insured. Duskin intends to renew his
contract once due for renewal (after one year) under the same terms during his tenure by resolution of the Board of
Directors.

20

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

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

9.

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

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

21Consolidated Financial Statements

Consolidated Balance Sheets(millions of yen)
FY2021 asof Mar. 31,2022

Account

FY2020 as
of Mar. 31,
2021

Account

AssetsCurrent assets

FY2021 asof Mar. 31,
2022

FY2020 as
of Mar. 31,
2021

38,00534,587

Liabilities
84,102

69,23923,36018,431

Notes and accounts payable-trade

6,963

6,962

Notes and accounts receivabletrade—

11,875

Income taxes payable

2,359

354

Notes and accounts receivabletrade, and contract assets

Provision for bonuses

3,879

3,062

12,266—

14

1

Lease receivables andinvestments in leases

Accounts payable-other

9,136

9,491

1,056

1,157

9,058

9,135

Securities

30,604

19,711

Guarantee deposits received forrental products
Other

6,594

5,579

Merchandise and finished goods

8,662

10,306

9,023

7,974

207

181

Long-term borrowings

1,530

—

Raw materials and supplies

1,541

1,779

Retirement benefit liability

5,991

6,494

Accounts receivable-other

4,994

4,361

Asset retirement obligations

611

643

Other

1,426

1,457

Long-term guarantee deposits

873

777

-17

-23

Non-current assets

113,952

119,159

Long-term accounts payableother10

12

Property, plant and equipment

49,47450,152

Deferred tax liabilities

5

38

Buildings and structures

14,834

15,298

Other

0

8

Machinery, equipment andvehicles

47,02942,562

7,268

7,310

Land

22,43922,658

Shareholders' equity

140,625

134,768

325

103

Share capital

11,352

11,352

4,607

4,781

Capital surplus

11,091

11,091Intangible assets

8,146

9,635

Retained earnings

122,401

116,914Goodwill

270

356

Treasury shares-4,219-4,591

Software

6,481

8,002

10,035

10,740

Other

1,393

1,275

Investments and other assets

56,331

59,372

7,195

8,771

Investment securities

46,17650,768-0-0Retirement benefit asset

2,348

—

34

-215

Deferred tax assets

1,601

1,684

2,805

2,184

Guarantee deposits

5,340

5,944

Other

884

998

Share acquisition rights

59

60

Allowance for doubtful accounts

-19

-22

Non-controlling interests

305

268

Total Net Assets

151,026

145,836

Total Liabilities and Net Assets

198,055

188,399

Cash and deposits

Work in process

Allowance for doubtful accounts

Construction in progress
Other

Total Assets

Current liabilities

Asset retirement obligations

Non-current liabilities

Total Liabilities

198,055

188,399

Net Assets

Accumulated other comprehensive
incomeValuation difference on availablefor-sale securities
Deferred gains or losses onhedgesForeign currency translation
adjustment
Remeasurements of defined
benefit plans

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

FY2021

FY2020(Apr. 1, 2021 toMar. 31, 2022)(Apr. 1, 2020 toMar. 31, 2021)

Net sales
Cost of sales

163,21088,302

153,770
84,335Gross profit
Selling, general and administrative expenses

74,90865,00969,43564,783Operating profit
Non-operating income
Interest income
Dividend income
Rental income from facilities
Commission income
Share of profit of entities accounted for using equity method
Subsidy income
Other
Non-operating expenses
Interest expenses
Rental expenses on facilities
Cancellation penalty
Compensation expenses
Other

9,899
2,624
143
338
174
225
703
411
626
308
0
109
85
31
82

4,651
2,260
137
311
165
189
687
204
563
278
0
106
30
33
107

Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Gain on sales of investment securities

12,215
137
3
132

6,633
27
16
1

—

7

1
725
11
104
196
—
107
288
16

3
2,346
1
130
422
0
1,658
—
133

Profit before income taxes
Income taxes-current
Income taxes-deferred

11,627
2,933
515

4,315
1,112
352

Profit

8,178

2,849

Profit attributable to non-controlling interests
Profit attributable to owners of parent

45
8,132

28
2,821

Reversal of reserves for losses on liquidation of subsidiaries andassociates
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 sale of shares of subsidiaries and associates
Other

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

23

Consolidated Statements of Changes in Net Assets(April 1, 2021 to March 31, 2022)(millions of yen)SharecapitalCapitalsurplus11,352

Balance at beginning of current period

Shareholders' equity
Retained
Treasury
earnings
shares

11,091

116,914

Total shareholders’equity-4,591

134,768

Changes of items during the period
Dividends of surplus-2,487

Profit attributable to owners of parent

8,132-2,487
8,132
-1

-1

-3

46

42

-133

1,833

1,699

Purchase of treasury shares by the ESOP Trust-1,699-1,699

Disposal of treasury shares by the ESOP Trust
Increase (decrease) arising from changes insurplus of affiliates accounted for using equity
method193

193

Purchase of treasury shares
Disposal of treasury shares
Disposal of treasury shares for the ESOP Trust

-21

-21

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

—

—

5,486

371

5,857

11,352

11,091

122,401-4,219140,625

Accumulated other comprehensive income
Valuation
Deferred Foreign
difference on
gains or currency
availablelosses on translation
for-salehedges adjustment
securities
Balance at beginning ofcurrent period
Changes of items during theperiodDividends of surplus
Profit attributable toowners of parent
Purchase of treasury
shares
Disposal of treasury
shares
Disposal of treasury
shares for the ESOP Trust
Purchase of treasury
shares by the ESOP Trust
Disposal of treasury
shares by the ESOP Trust
Increase (decrease) arisingfrom changes in surplus ofaffiliates accounted forusing equity method
Net changes in items otherthan shareholders' equity
Total changes of items
during the period
Balance at end of current
period8,771-0RemeasureTotal
ments ofaccumulated
definedotherbenefitcomprehensive
plansincome

-215

2,184

Share
Nonacquisition controllingrightsinterests

10,740

60

268

Total
net
assets145,836-2,487
8,132
-1
42
1,699
-1,699193-21-1,576

—

249

621

-704

-0

37

-668

-1,576

—

249

621

-704

-0

37

5,189

7,195

-0

34

2,805

10,03559

305

151,026

Note: All financial figures are in millions of yen, all amounts less than a million are dropped.
24

Non-Consolidated Financial Statements

Non-Consolidated Balance Sheets(millions of yen)
FY2021 asof Mar. 31,2022

Account

FY2020 as
of Mar. 31,
2021

AssetsCurrent assets
Cash and deposits
Notes receivable-trade
Accounts receivable-trade
Lease receivables
Securities
Merchandise and finished
goodsWork in process
Raw materials and supplies
Prepaid expenses
Accounts receivable-other
Short-term loans receivable
Short-term loans receivablefrom subsidiaries andassociates
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 andassociates
Investments in capital
Long-term loans receivablefrom subsidiaries andassociates
Long-term prepaid expenses
Deferred tax assets
Guarantee deposits
Other
Allowance for doubtful
accounts
Allowance for investment loss

Total Assets

FY2021 asof Mar. 31,2022

Account

FY2020 as
of Mar. 31,
2021

Liabilities
70,598
16,21159,181
330,60456,76911,99715
9,997
2
19,711

7,750

8,610

3
722
601
4,965
1

3
1,017
571
4,357
0

173

84

385

413

-10

-15

108,673
36,37911,293
689
774
0
1,687
71
21,540
322
7,416
36
4
6,252

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

962

830

160
64,87838,336

163
70,797
43,20019,09420,000

0

0

823

580

297
1,997
4,568
18

396
1,683
5,147
23

-17

-20

-241

-217

179,272

172,569

Current liabilities
Accounts payable-trade
Accounts payable-otherAccrued expenses
Income taxes payable
Deposits received
Guarantee deposits received
for rental products
Provision for bonuses
Asset retirement obligations
Other
Non-current liabilities
Long-term borrowings
Provision for retirement
benefits
Asset retirement obligations
Long-term guarantee
deposits
Long-term deposits
received
Long-term accounts
payable-other
Other

44,807
6,449
7,988
1,020
1,861
12,222

41,782
6,408
8,240
896
—
12,427

9,729

9,804

2,931
13
2,590
12,096
1,530

2,151
1
1,852
11,938
—

5,272

7,172

423

449

1,116

1,042

3,710

3,220

8

8

33

45

Total Liabilities

56,90353,720Net Assets
Shareholders' equity
115,249
Share capital
11,352
Capital surplus
1,090
Legal capital surplus
1,090
Retained earnings
107,025
Legal retained earnings
2,777
Other retained earnings
104,247
Reserve for business869
development
Reserve for reduction
63
entry
General reserve
96,800Retained earnings
6,514
brought forward
Treasury shares-4,218Valuation and translation
7,059
adjustments
Valuation difference on
7,059
available-for-sale securities
Share acquisition rights
59
Total Net Assets
122,369
Total Liabilities andNet Assets

Note: All financial figures are in millions of yen, all amounts less than a million are dropped.
25

179,272

110,102
11,352
1,090
1,090
102,249
2,777
99,471869
63
96,800
1,738-4,589
8,686
8,686
60
118,848
172,569

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

FY2021

FY2020(Apr. 1, 2021 toMar. 31, 2022)(Apr. 1, 2020 toMar. 31, 2021)

Net sales
Cost of sales

132,333
78,287123,004
72,874Gross profit
Selling, general and administrative expenses

54,04647,21750,12947,686

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
Loss on debt waiver
Other

6,828
4,097
9
135
2,042
927
348
634
363
11
162
81
3
50
53

2,442
3,881
7
131
2,018
895
314
515
308
13
153
33
44
—
64

Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Gain on sales of investment securities
Gain on liquidation of subsidiaries and associates
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 sale of shares of subsidiaries and associates
Loss on valuation of shares of subsidiaries and associates
Other

10,563
135
2
132
—
—
752
11
87
126
123
276
91
36

6,015
53
13
—
37
2
2,581
1
112
245
1,658
—
214
349

Income before income taxes
Income taxes-current
Income taxes-deferred

9,945
2,141
404

3,487
504
417

Profit

7,400

2,565

Note: 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, 2021 to March 31, 2022)(millions of yen)
Shareholders' equity
Capital surplus

Balance at beginning ofcurrent period
Changes of items during theperiodDividends of surplus
ProfitPurchase of treasury shares
Disposal of treasury shares
Disposal of treasury sharesfor the ESOP Trust
Purchase of treasury sharesby the ESOP Trust
Disposal of treasury sharesby the ESOP Trust
Net changes in items otherthan shareholders' equity
Total changes of items during
the period
Balance at end of current
periodRetained earnings
Other retained earnings

SharecapitalLegalcapitalsurplusTotal
capitalsurplusLegalretainedearnings

11,352

1,090

1,090

2,777

Total
retainedearnings

Reserve forbusinessdevelopment

Reserveforreduction
entry

Generalreserve

Retainedearnings
brought
forward869

63

96,8001,738

102,249-2,4877,400-2,487
7,400

-3

-3

-133

-133

—

—

—

—

—

—

—

4,776

4,776

11,352

1,090

1,090

2,777

869

63

96,8006,514

107,025

ShareacquisitionrightsTotal net
assets60

118,848

Valuation and translation
adjustments

Shareholders' equity

Balance at beginning of current period

TreasurysharesTotalshareholders’equityValuation difference
on available-for-salesecurities

Total valuationand translation
adjustments-4,589110,102

8,686

8,686

Changes of items during the period
Dividends of surplus-2,487-2,487

Profit

7,400

7,400

Purchase of treasury shares

-1

-1

-1

Disposal of treasury shares

46

42

42

1,833

1,699

1,699

-1,699-1,699-1,699

193

193

193

Disposal of treasury sharesfor the ESOP Trust
Purchase of treasury sharesby the ESOP Trust
Disposal of treasury sharesby the ESOP Trust
Net changes in items other thanshareholders' equity
Total changes of items during the period
Balance at end of current period-1,626-1,626-0-1,627371

5,147-1,626-1,626-0

3,520-4,218115,249

7,059

7,059

59

122,369

Note: All financial figures are in millions of yen, all amounts less than a million are dropped.
27