Notice of Convocation

The 62nd Ordinary General Meeting of Shareholders

This document is an excerpt translation of the Japanese original and it is for reference purpose only. In the event of any
discrepancy between this English version and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation, or for direct, indirect or any other forms of damages arising from the translation.
Please be advised that certain explanations for domestic voting procedures that are not applicable to the shareholders
outside Japan are omitted or modified to avoid confusion.
English website: https://www.duskin.co.jp/english/ir/stockinfo/(Translation)(Code No.: 4665)
June 3, 2024
To Our Shareholders

Hiroyuki Okubo
Representative Director, President and CEO
Duskin Co., Ltd.
1-33 Toyotsu-cho, Suita-shi
Osaka 564-0051 JAPAN

Convocation Notice of the 62nd Ordinary General Meeting of Shareholders
This is to inform you that the 62nd Ordinary General Meeting of Shareholders will be held as indicated under the Details of
the Meeting heading below.
In convening this meeting, the Company has taken measures to provide the content of the reference materials and otherdocuments for the General Meeting of Shareholders electronically. To review the information (items subject to measures forelectronic provision), please access the websites below.

Corporate website
Website for the convocation
notices of General Meetingsof Shareholders

Website with referencematerials for the General
Meeting of Shareholders

https://www.duskin.co.jp/english/ir/stockinfo/meeting/https://d.sokai.jp/4665/teiji/ (Japanese version only)

For the convenience of our shareholders, particularly important items for which measures are to be taken for electronic
provision will be sent in writing. Items provided electronically will also be sent as paper documents to shareholders whorequest them.
If you do not plan to attend the meeting, you can exercise your voting rights in advance either in writing (by postal mail) or
electronically (via the Internet), as described in the “Exercise of Voting Right” section on page 3. We kindly ask that you castyour vote by 5 p.m. (JST) on Tuesday, June 25, 2024, after examining the Reference Materials for the General Meeting of
Shareholders.

1Details of the Meeting
1. Date and Time:

10 a.m. (JST) on Wednesday, June 26, 2024
(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
Note:
The General Meeting of Shareholders will be broadcast live via the Internet (Japanese version only).
Please refer to the enclosed information for details on how to access the live streaming.

3. Meeting Agenda
Items to be reported
1.

The business report, the consolidated financial statements and audit results on consolidated financial statements
by Accounting Auditors and the Audit and Supervisory Board for fiscal 2023 (April 1, 2023 to March 31, 2024)

2.

The non-consolidated financial statements for fiscal 2023 (April 1, 2023 to March 31, 2024)

Matters to be resolved
Proposal 1:

Appropriation of Retained Earnings

Proposal 2:

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

Proposal 3:

Election of Four (4) Members of the Audit and Supervisory Board• 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 with voting rights are entitled to attend the meeting.
• In accordance with laws, regulations and provisions of the Company’s Articles of Incorporation, the following items
subject to measures for electronic provision will not be included in the paper-based documents provided to shareholders
who requested the delivery of such documents. Please note that these items are part of the business reports andconsolidated and non-consolidated financial statements audited by the Audit and Supervisory Board Members as wellas the consolidated and non-consolidated financial statements audited by Accounting Auditors.
(1) The following items in the business report:
a. Status of shares issued to the Company’s Board Directors in compensation for the execution of duties during
the fiscal year under review
b. Status of share acquisition rights
c. Status of Accounting Auditors
d. System for ensuring proper business and the summary of its operational status
e. Basic policies related to the Company’s Ownership Control
f. Policy for constructive dialogue with shareholders(2) Notes to the consolidated financial statements(3) Notes to the non-consolidated financial statements•

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

•

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

Exercise of voting right
In writing by postal mailExercise of voting rightVia the Internet

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

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

Access voting site:
https://www.web54.net*1 and 2(Japanese version only) and complete
voting by the deadline indicatedbelow.

Meeting Time and Date

Receipt Deadline

Receipt Deadline

10 a.m. (JST), Wednesday

5 p.m. (JST), Tuesday

5 p.m. (JST), Tuesday

June 26, 2024

June 25, 2024

June 25, 2024

*1 In cases where multiple votes are submitted via the Internet, the final one shall be considered the intended official vote.
*2 If votes are cast both by postal mail (in writing) and via the Internet, then those cast over the Internet shall be treated asvalid, regardless of the time when they were received.
*3 If neither approval nor disapproval of a Company proposal is indicated, it shall be deemed a vote of approval.
The shareholders who have exercised their voting rights and whose votes are deemed valid will have the chance to be oneof the 1,000 people to receive a Mister Donut Card, each worth 1,000 yen.

3

Proposal 1

Appropriation of Retained Earnings

The Company recognizes the return of profits to shareholders as one of the management’s top priorities. Its basic policy is to
distribute a portion of the profit based on performance while preserving an appropriate balance with investments forsustainable growth and higher corporate value, and with maintaining financial soundness in preparation for potential risks.
Accordingly, the Company determines the ordinary dividend for each fiscal year based on a consolidated payout ratio of 60%
or a dividend on equity ratio (DOE) of 2.5%, whichever is higher.
For fiscal 2023, the Company proposes a full-year ordinary dividend of 80 yen per share by adopting a dividend on equity
ratio (DOE) of 2.5%. That brings the year-end ordinary dividend to 45 yen per share after deducting the 35-yen interim
dividend.
Also, the Company celebrated the 60th anniversary of its foundation on November 16, 2023. In view of this milestone,
to express its gratitude to all shareholders for their unwavering support, the Company has decided to pay a commemorative
dividend of 20 yen per share.
This, together with the 45-yen ordinary dividend, brings the year-end ordinary dividend to 65 yen per share.

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

65 yen per share of common stock(45-yen ordinary dividend, 20-yen per-share commemorative dividend)
Total amount of dividends: 3,147,812,070 yen (Funds for the dividends: Retained earnings)
The Company paid an interim dividend of 35 yen per share. The full-year dividend is to total 100 yen per share.

(3) The effective date of the dividends: June 27, 2024

4

Reference

Policy on Selecting Board Director Candidates

Board Director candidates must have the proper character, knowledge and ethics for this post, and must have no healthissues that would prevent them from performing their duties. The candidates must also be capable of consistently
executing the medium- to long-term growth strategy of the Duskin Group, making a positive impact on the vitality of
our organization.
Candidates for Internal Director positions are recommended by current Board Directors, Audit and Supervisory Board
Members and Operating Officers. Based on their recommendations, the Representative Director, President and CEO
selects the candidates for review by the Directors Evaluation Committee. After taking into consideration the feedbackof the committee, the Representative Director, 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 frommany perspectives to ensure management transparency, soundness and fairness. Candidates for Outside Director
positions are then selected after thorough deliberation by the Board of Directors.
In order to maintain independence and effectiveness, the Directors Evaluation Committee must consist only of
independent Outside Directors and Outside Audit and Supervisory Board Members in accordance with regulations of
the Tokyo Stock Exchange.

5

Proposal 2

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
Number of
Board of
Tenure as Directors Titles and Responsibilities at Duskin
Age Director meetings(Significant Concurrent Positions)(years) attended
duringFY2023

Candidate
No.

Name

1

Hiroyuki Okubo

Reappointment Male
Candidate

61

4

17/17

Representative Director
President and CEO

2

Kazushi Sumimoto

Reappointment Male
Candidate

63

10

17/17

Board Director and COO
Direct Selling Group3

Tetsuya Wada

Reappointment Male
Candidate

61

4

17/17

Board Director and COO
Food Group
General Manager, Mister DonutBusiness Group

4Naoto Miyata

Reappointment Male
Candidate

60

4

17/17

Board Director and CFO
Corporate Finance Group5

Shinichiro Ueno

Reappointment Male
Candidate

60

2

17/17

Board Director and Operating
Officer
Corporate Business Group
General Manager, Production &Logistics

6

Keiichi Emura

New appointment Male
Candidate

52

—

—

Operating Officer
Corporate Planning Group

7

Reappointment Female
Yukiko Tsujimoto Outside Independent
Candidate

60

4

17/17

Outside Director
Representative Director, Shapes Co.,Ltd.
Outside Director, SAKATA INXCORPORATION

8

Fumi Musashi

Reappointment Female
Outside Independent
Candidate

64

2

17/17

Outside Director
Outside Director, Kinden
Corporation

Rie Nakagawa

New appointment Female
Outside Independent
Candidate—Director and COO, Grameen Nippon
Outside Director, Fuji Oil Holdings
Inc.

9

55

—

Note: Years of tenure at the close of this Ordinary General Meeting of Shareholders
6Candidate

Hiroyuki Okubo

No. 1

Date of birth: June 30, 1962

Number of Board of Directors meetings attended
during FY2023:

Reappointment

17/17 (100.0%)

Number of shares owned:

18,936

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

Reasons for nomination
as a candidate for Board Director

Position/Career Summary
June 2022

Representative Director
President and CEO (to the present)

June 2021

Director and Operating Officer
Corporate Planning Group

June 2020

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

Apr. 2020

Operating Officer
Information System
Manager, Corporate Planning

Apr. 2018

Operating Officer
Manager, Corporate Planning

Mar. 2013

General Manager
Kita Kanto Regional Office, Clean & Care Group

Apr. 1985

Joined the Company

7

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

Candidate

Kazushi Sumimoto

No. 2

Date of birth: November 29, 1960

Number of Board of Directors meetings attended
during FY2023:

Reappointment

17/17 (100.0%)

Number of shares owned:

21,246

Tenure:10 years(at the close of this Ordinary General Meeting of Shareholders)

Reasons for nomination
as a candidate for Board Director

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

8

After making significant contributions to thedevelopment of the Clean & Care and Rent-All
businesses, Mr. Sumimoto has played a keyrole at Corporate Planning and the Production& Logistics Group since 2016. Currently, heis overseeing the entire Direct Selling Group.
At the Board of Directors, Mr. Sumimotoproactively speaks up with accurate
and constructive opinions backed byexperience and together with the Chairman
and the President and CEO, he provides strong
leadership for the Board of Directors.
Mr. Sumimoto possesses extensive expertise in
overall management of franchise businesses
garnered over his long career as a top
executive at Duskin. The Company believes
Mr. Sumimoto is an indispensable Board
member for further improving the effectivenessof the Board of Directors’ decision-making andsupervisory functions in order to continue
raising corporate value over the medium- tolong-term while also aiming for co-existence
and co-prosperity with the environment andlocal communities. Based on these reasons, theCompany requests a vote in his favor for
re-election as a Board Director.

Candidate

Tetsuya Wada

No. 3

Date of birth: July 17, 1962

Number of Board of Directors meetings attended
during FY2023:

Reappointment

17/17 (100.0%)

Number of shares owned:

10,916

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

Reasons for nomination
as a candidate for Board Director

Position/Career Summary
Apr. 2023

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

Oct. 2020

Director and COO
Food Group

June 2020

Director and COO
Food Group
Division Manager, Food Business Development

Apr. 2020

Operating Officer
Food Group
Division Manager, Food Business Development

Apr. 2018

Operating Officer
General Manager, Mister Donut Business Group

Apr. 1986

Joined the Company

9

Mr. Wada has been involved in the Food Groupsince joining Duskin. After supervising
the Mister Donut overseas operations, he
was assigned to oversee Food Business
Development as Division Manager. After
serving successfully in those positions,
he became General Manager at the Mister
Donut Business Group to lead the brand’s
revitalization. Currently, he is overseeing
the entire Food Group. Mr. Wada proactively
provides constructive opinions on matters
including the Direct Selling Group,
contributing
greatlytoimproving
the effectiveness of the Board of Directors
meetings. Mr. Wada has abundant experiencein business operations and extensive expertiseinmanaging
franchisebusinesses.
The Company believes Mr. Wada isan indispensable Board member for further
improving the effectiveness of the Board of
Directors’ decision-making and supervisory
functions in order to continue raising corporate
value over the medium- to long-term while also
aiming for co-existence and co-prosperity withthe environment and local communities. Basedon these reasons, the Company requests a votein his favor for re-election as a Board Director.

Candidate

Naoto Miyata

No. 4

Date of birth: August 16, 1963

Number of Board of Directors meetings attended
during FY2023:

Reappointment

17/17 (100.0%)

Number of shares owned:

12,174

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

Reasons for nomination
as a candidate for Board Director

Position/Career Summary
May 2024

Director and CFO
Corporate Finance Group (to the present)

Apr. 2023

Director and CFO
Corporate Administration Group
Corporate AccountApr. 2021

Director and CFO
Corporate Administration Group

June 2020

Director and CFO
Legal Affairs & 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

10

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

Candidate

Shinichiro Ueno

No. 5

Date of birth: February 19, 1964

Number of Board of Directors meetings attended
during FY2023:

Reappointment

17/17 (100.0%)

Number of shares owned:

6,216

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

Reasons for nomination
as a candidate for Board Director

Position/Career Summary
Apr. 2024

Director and Operating Officer
Corporate Business Group
General Manager, Production & Logistics(to the present)

Apr. 2023

Director and Operating Officer
Corporate Business Group

June 2022

Director and Operating Officer
Corporate Planning Group

Apr. 2021

Operating Officer
Public Relations
Manager, International Division

May 2019

ManagerInternational Division

June 2012

Chairman and CEO
Duskin Shanghai Co., Ltd.

Mar. 2009Manager
Clean Service Sales Planning

May 2000

Joined the Company

11

After building his long career at Duskin insales planning for the Company’s mainstream
business, Clean & Care Group, starting with
2012, Mr. Ueno has been vigorously
promoting the business expansion overseas,taking charge of the subsidiary in Shanghaiamong other duties. Following his
appointment as Operating Officer in 2021, hehas contributed to building an optimal
production and logistics system. Also, since
becoming a Board Director in June 2022, Mr.
Ueno has been proactively providing opinionsfrom a global management perspective,
contributing greatly to improving theeffectiveness of the Board of Directors
meetings. The Company believes Mr. Ueno is
an indispensable Board member for further
improving the effectiveness of the Board of
Directors’ decision-making and supervisory
functions in order to continue raising corporate
value over the medium- to long-term while
also aiming for co-existence and co-prosperity
with the environment and local communities.
Based on these reasons, the Company requests
a vote in his favor for re-election as a Board
Director.

Candidate

Keiichi Emura

No. 6

Date of birth: June 28, 1971

New appointment

3,503

Number of shares owned:

Reasons for nomination
as a candidate for Board Director

Position/Career Summary
Apr. 2024

Operating Officer
Corporate Planning Group (to the present)

Apr. 2023

Operating Officer
Information System, New Business Development,
Continuous Process Improvement
Manager, Corporate Planning

June 2022

Operating Officer
Information System
Manager, Corporate Planning

Apr. 2022

Operating Officer
Shared Services Center
Manager, Corporate Planning

Apr. 2020

Operating Officer
General Manager, Planning & Development,
Direct Selling Group

Apr. 2018

Division Manager, Health Rent Division

Apr. 1995

Joined the Company

12

Following a long career at Duskin’s
mainstream business, Clean & Care Group, Mr.
Emura became the manager of the Health Rent
Division where he contributed greatly to its
development. Since his appointment as
Operating Officer, he has served as generalmanager of Planning & Development under the
Direct Selling Group and manager ofCorporate Planning. Currently, Mr. Emura is incharge of the Corporate Planning Group andplays a pivotal role in shaping a corporate
governance structure and in formulating andimplementing growth strategies for theCompany. Mr. Emura has abundant experiencein business operations and extensive expertisein managing franchise businesses. The
Company believes Mr. Emura is anindispensable Board member for further
improving the effectiveness of the Board of
Directors’ decision-making and supervisory
functions in order to continue raising corporate
value over the medium- to long-term while also
aiming for co-existence and co-prosperity withthe environment and local communities. Basedon these reasons, the Company requests a votein his favor for election as a new Board
Director.

Candidate

Yukiko Tsujimoto

No. 7

Date of birth: February 10, 1964

Number of Board of Directors meetings attended
during FY2023:

OutsideIndependent
Reappointment

17/17 (100.0%)
300

Number of shares owned:

4 years

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

Reasons for nomination as a candidate for
Outside Director and expected roles

Position/Career Summary
Mar. 2022

Outside Director
SAKATA INX CORPORATION (to the present)

June 2020

Outside Director, the Company (to the present)

Nov. 2014

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

June 2014

Resigned from Procter & Gamble Japan K.K.

Apr. 2014

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

July 2012

External Relations Director
Procter & Gamble Japan K.K.

June 2012

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

Apr. 2008

Director
P&G K.K.

Mar. 2006

Director
Procter & Gamble Japan K.K.

Apr. 1986

Joined Procter & Gamble Far East Inc.

Significant concurrent positions:Representative Director, Shapes Co., Ltd.
Outside Director, SAKATA INX CORPORATION

13

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

Candidate

Fumi Musashi

No. 8

Date of birth: August 24, 1959

OutsideIndependent
Reappointment

Number of Board of Directors meetings attended
during FY2023:

17/17 (100.0%)
80

Number of shares owned:

2 years

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

Reasons for nomination as a candidate for
Outside Director and expected roles

Position/Career Summary
June 2023

Outside Director
Kinden Corporation (to the present)

June 2022

Outside Director, the Company (to the present)

June 2022

Resigned from CHORI CO., LTD.

Jan. 2022

Part-time Adviser
CHORI CO., LTD.

Dec. 2020

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

June 2018

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

Apr. 2016

President
CHORI (CHINA) CO., LTD.

Apr. 1982

Joined CHORI CO., LTD.

Significant concurrent position:
Outside Director, Kinden Corporation

14

Ms. Musashi has been involved in business
operations in China since joining CHORI CO.,LTD., including breaking new ground forthe company as its first female expatriate.
Ms. Musashi also brings with her management
experience accumulated since 2018 during her
appointment as Chairman 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 and advice fromthe perspective of enhancing medium- andlong-term corporate value. Therefore,
the Company requests a vote in her favor for
re-election as an Outside Director.

Candidate

Rie Nakagawa

No. 9

Date of birth: August 10, 1968

OutsideIndependent
New appointment

0

Number of shares owned:

Reasons for nomination as a candidate for
Outside Director and expected roles

Position/Career Summary
June 2023

Outside Director, Fuji Oil Holdings Inc.
(to the present)

Dec. 2022

Director and COO, Grameen Nippon(to the present)

Dec. 2022

Resigned from MISUMI Group Inc.

Jan. 2022

Representative Corporate Officer
Sustainability Platform, MISUMI Group Inc.

Oct. 2020

Representative Corporate Officer
User Service Platform, MISUMI Group Inc.

Oct. 2015

Representative Corporate Officer, President
FA Business Company, MISUMI Group Inc.

Aug. 2003

Joined MISUMI Group Inc.

Significant concurrent positions:
Director and COO, Grameen Nippon
Outside Director, Fuji Oil Holdings Inc.

Ms. Nakagawa brings with her a wealth ofexperiencein
corporate
management
accumulated during her career with MISUMI
Group Inc. where, after holding several key
positions including president of the FA
Business Company specializing in mechanicalcomponents used in factory automation (FA),she was responsible for identifying ESG
management issues and formulating policies toaddress them, among other duties as
Representative Corporate Officer in charge ofsustainability promotion. Based on her
experience and expertise, Ms. Nakagawa
is expected to provide comprehensive
supervision of management and advice fromthe perspective of enhancing medium- andlong-term corporate value. Therefore,
the Company requests a vote in her favor forelection as a new 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. Keiichi Emura includes the shares held through Duskin Employee Stock Ownership Plan.
3. The number of shares owned by Ms. Fumi Musashi shows the shares held through Duskin Director Stock Ownership Plan.
4. Duskin has designated Ms. Yukiko Tsujimoto and Ms. Fumi Musashi as its independent directors as stipulated under the
regulations of the Tokyo Stock Exchange. If their reappointment is approved as proposed, they will continue to be independent
directors. Should Ms. Rie Nakagawa be elected as proposed, Duskin plans to also register her with the Tokyo Stock Exchange
as its independent director.
5. Duskin has contracts with Ms. Yukiko Tsujimoto and Ms. Fumi Musashi that limit their liability as provided in Article 423,
Paragraph 1 of the Companies Act within the amount prescribed by laws and ordinances. If their reappointment as Outside
Directors is approved as proposed, Duskin plans to extend their contracts. Should Ms. Rie Nakagawa be elected as proposed,
Duskin plans to enter into the same limited liability agreement with her too.
6. Duskin has entered into a directors and officers liability insurance (D&O Insurance) contract with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The contract covers legal damages and litigation expenses inthe event that a claim for damages is made against the insureds while they perform their duties. Each candidate is an insured
party under this insurance contract. The Company intends to renew the contract on the same terms once the contract comesdue for renewal.

15

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,
and must 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
and demonstrate the abilities and knowledge necessary for performing their duties with integrity. The candidates arealso 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
and Supervisory 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 Boardof Directors. The selection of candidates is determined by resolutions of the Board of Directors after obtaining theconsent of the Audit and Supervisory Board.

16

Proposal 3

Election of Four (4) Members of the Audit and Supervisory Board

The tenure of the current four (4) members of the Audit and Supervisory Board, Mr. Takashi Yoshida, Mr. Hideyuki Naito,
Ms. Sachiko Kawanishi and Mr. Kyoichiro Arakawa, will expire at the close of this Ordinary General Meeting of
Shareholders. Therefore, the election of four (4) members of the Audit and Supervisory Board is proposed.
The submission of this proposal has already been approved by the Audit and Supervisory Board.
The candidates for this position are as follows.
Reappointment/New appointment

CandidateNo.

Tenure as Number of Board
Audit andof Directors
Titles and Responsibilities at
Supervisory meetings/Audit
DuskinAge
Board
and Supervisory(Significant Concurrent
MemberBoard meetings
Positions)(years)attendedName

1

Hideyuki Naito

Reappointment Male
Candidate62

4

BOD 17/17
ASB 13/13

Audit and Supervisory
Board Member

2

Koji Tsukamoto

New appointment Male
Candidate

60

—

—

Operating Officer without
Portfolio

3

Ichiro Sakamoto

New appointment Male
Outside Independent
Candidate

63

—

—

Certified Public Accountant
Representative, Ichiro
Sakamoto CPA Office4

New appointment Male
Seiichiro Yamamoto Outside Independent
Candidate—Certified Public Accountant
Representative Director,
MIT Healthcare Co., Ltd.

49

17

—

Candidate

Hideyuki Naito

No. 1

Date of birth: December 3, 1961

Reappointment

Number of Board of Directors meetings attended
during FY2023:

17/17 (100.0%)

Number of Audit and Supervisory Board meetings
attended during FY2023:

13/13 (100.0%)

Number of shares owned:

8,675

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

Reasons for nomination as a candidate for
Audit and Supervisory Board Member

Position/Career Summary
June 2020

Audit and Supervisory Board Member(to the present)

Apr. 2020

Senior Operating Officer
General Affairs

June 2018

Senior Operating Officer
General Affairs, Accounting

June 2016

Director, Corporate Management
Manager, Accounting

Nov. 2007

Manager, Auditing

Apr. 1982

Joined the Company

Mr. Naito has extensive experience in financial
statement accounting, internal controls andother operations as well as considerable
expertise in finance and accounting. Sinceassuming office as an Audit and Supervisory
Board Member, he has been proactively
providing valuable input during the Board of
Directors meetings and Audit and Supervisory
Board meetings. Mr. Naito is expected toexercise his responsibilities as an Audit andSupervisory Board Member who is able toproperly monitor the validity and legal
compliance of the Board of Directors’decision-making processes and the executionof their duties, and provide appropriate
recommendations and advice in order for
Duskin to build a better corporate governancesystem. Therefore, the Company requests
a vote in his favor for re-election as a Memberof the Audit and Supervisory Board.

18

Candidate

Koji Tsukamoto

No. 2

Date of birth: August 28, 1963

New appointment

447

Number of shares owned:

Reasons for nomination as a candidate for
Audit and Supervisory Board Member

Position/Career Summary
May 2024

Operating Officer without Portfolio(to the present)

Apr. 2024

Operating Officer
Accounting, General Affairs

May 2023

Operating Officer
General Affairs
Manager, Accounting

Apr. 2017Manager, Accounting

Sept. 2002

Joined the Company

Since joining the Company, Mr. Tsukamoto
has been consistently involved in Accounting,which continued beyond his contributions to
the Company’s listing preparations. Afteroverseeing Account Control and Accounting,he was appointed Operating Officer.
Mr. Tsukamoto has extensive experience
co-leading the Company’s financial strategy
and capital policy alongside the Chief
Financial Officer (CFO) as well as
considerable expertise in finance andaccounting. Mr. Tsukamoto is expected
to exercise his responsibilities as an Audit andSupervisory Board Member who is able
to properly monitor the validity and legal
compliance of the Board of Directors’decision-making processes and the executionof their duties, and provide appropriate
recommendations and advice in order for
Duskin to build a better corporate governancesystem. Therefore, the Company requests
a vote in his favor for election as a new
Member of the Audit and Supervisory Board.

19

Candidate

Ichiro Sakamoto

No. 3

Date of birth: February 26, 1961

OutsideIndependent
New appointment

0

Number of shares owned:

Reasons for nomination as a candidate for
Outside Audit and Supervisory
Board Member

Position/Career Summary
Aug. 2023

Representative, Ichiro Sakamoto CPA Office(to the present)

July 2023

Resigned from Deloitte Touche Tohmatsu LLC

July 2003

Partner, Tohmatsu & Co.
(current Deloitte Touche Tohmatsu LLC)

July 1993

Assigned to Deloitte & Touche Cincinnati Officein the US

July 1992

Registered as Certified Public Accountant

Oct. 1988

Joined Tohmatsu Awoki & Sanwa(current Deloitte Touche Tohmatsu LLC)

Significant concurrent position:
Representative, Ichiro Sakamoto CPA Office20

A certified public accountant, Mr. Sakamotobrings with him a wealth of experience inauditing after performing audits for various
industries and businesses and becoming
an audit firm partner in 2003, among otherachievements. Given all this extensive
experience and expertise, Mr. Sakamoto is
expected to exercise his responsibilities as
an Outside Audit and Supervisory Board
Member who is able to properly monitor
the validity and legal compliance of the Boardof Directors’ decision-making processes andthe execution of their duties, and provide
appropriate recommendations and advice
in order for Duskin to build a better corporate
governance system. Therefore, the Company
requests a vote in his favor for election asa new Outside Member of the Audit andSupervisory Board.

Candidate

Seiichiro Yamamoto

No. 4

Date of birth: March 31, 1975

OutsideIndependent
New appointment

0

Number of shares owned:

Reasons for nomination as a candidate for
Outside Audit and Supervisory
Board Member

Position/Career Summary
Mar. 2023

Representative Director, MIT Healthcare Co., Ltd.
(to the present)

Apr. 2006

Registered as Certified Public Accountant

Sept. 2005

Joined MIT Corporate Advisory Services Co., Ltd.

Aug. 2005

Resigned from KPMG AZSA & Co.
(current KPMG AZSA LLC)

Oct. 2001

Joined Shin Nihon & Co.
(current Ernst & Young ShinNihon LLC)

Significant concurrent position:
Representative Director, MIT Healthcare Co., Ltd.

Mr. Yamamoto brings with him professional
expertise as a Certified Public Accountant aswell as a strong background in consulting witha focus on revitalizing the general corporate
sector. Given all this extensive experienceand expertise, Mr. Yamamoto is expected
to exercise his responsibilities as an Outside
Audit and Supervisory Board Member who isable to properly monitor the validity and legal
compliance of the Board of Directors’decision-making processes and the executionof their duties, and provide appropriate
recommendations and advice in order for
Duskin to build a better corporate governancesystem. Therefore, the Company requests
a vote in his favor for election as a new Outside
Member of the Audit and Supervisory Board.

Notes:
1. There is no conflict of interest between any of the candidates and Duskin.
2. If Mr. Ichiro Sakamoto and Mr. Seiichiro Yamamoto are elected as proposed, Duskin plans to register them with the Tokyo
Stock Exchange as its independent directors, as stipulated under the regulations of the same stock exchange.
3. Duskin has contracts with the 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 and ordinances. Should Mr. Ichiro
Sakamoto and Mr. Seiichiro Yamamoto be elected as proposed, Duskin plans to enter into the same limited liability agreementwith them too.
4. Duskin has entered into a directors and officers liability insurance (D&O Insurance) contract with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The contract covers legal damages and litigation expenses inthe event that a claim for damages is made against the insureds while they perform their duties. Each candidate is an insured
party under this insurance contract. The Company intends to renew the contract on the same terms once the contract comesdue for renewal.

21

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

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

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

2.

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

3.

A Director, Audit 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 an Executive Director
or other Board Director, Audit and Supervisory Board Member or employee of a company or other organizationthat has received such donations*Substantial donations are cash and other financial assets with a value exceeding the larger of 1% of the consolidated
sales of the Duskin Corporate Group in the most recent fiscal year or 100 million yen.

5.

An attorney, accountant, consultant who has received substantial payments* or other financial assets (or anindividual belonging to a company or other organization that has received these payments) other than Director or
Audit and Supervisory 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
sales of 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

22Reference

Skills Matrix of the Board Directors and Audit and Supervisory Board Members
After this Ordinary General Meeting of Shareholders

Specific Skill

Requirements (Description of Skills)

Corporate Management

Basic ability to allocate business resources effectively based on human resources skills
and other skills in order to achieve sustained growth and to raise corporate value overthe medium- to long-term

Sustainability

Ability to help raise corporate value and achieve a sustainable society while sowing theseeds of joy for people and society and striving to co-exist and co-prosper with theenvironment and local communities, based on our franchise business system

Corporate Governance

Ability to build and enhance a corporate governance structure that is trusted by all
stakeholders, based on skills such as risk management skills and legal and complianceskills to accurately identify risks and their impact in a fast-changing businessenvironment and to implement proactive measures to prevent crises and minimize losses
during emergencies

Finance and Accounting

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 and Marketing

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, as well as 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 to go beyond the domestic market affected by aging and a declining
birthrate and to capture new growth opportunities with an eye toward entering overseas
markets following their growing populations

Franchise Operation

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

23

Hiroyuki
Okubo
Title at Duskin

KazushiSumimoto

Tetsuya
Wada

Naoto
MiyataRepresentative
Director, President Director and COO Director and COO Director and CFO
and CEO

Shinichiro
Ueno

KeiichiEmura

Director andOperating Officer

Director andOperating Officer

Tenure as Director(years)Nationality

4

10

4

4

2

—

Japan

Japan

Japan

Japan

Japan

Japan

Age

61

63

61

60

60

52

Corporate
Management

●

●

●

●

●

●

Sustainability

●

●

●

●

●

●

Corporate
Governance

●

●

●

●

Finance andAccounting●

Sales and Marketing●●

IT and Digital
Transformation

●

●

●

●

Global Expansion
Franchise
Operation

YukikoTsujimoto●Fumi
Musashi●Rie
Nakagawa

Outside Director Outside Director Outside Director

●

●

●

●

●

Hideyuki
Naito

Koji
Tsukamoto

Audit andSupervisory
Board Member

Hidekazu
Saruki●

IchiroSakamoto

Seiichiro
Yamamoto

Audit andOutside Audit
Outside Audit
Outside Audit
Supervisory
and Supervisory and Supervisory and Supervisory
Board Member Board Member Board Member Board Member

4

2

—

4

—

2

—

—

Japan

Japan

Japan

Japan

Japan

Japan

Japan

Japan

60

64

55

62

60

48

63

49

●
●

●
●

●
●

●
●
●
●

●

●

●
●

●
●

●

●

●

●

●
●

●

24

●
●

Consolidated Balance Sheets(millions of yen)Account

FY2023 as of FY2022 as ofMar. 31, 2024 Mar. 31, 2023

AssetsCurrent assets

Account

FY2023 as ofMar. 31, 2024

FY2022 as ofMar. 31, 2023

36,77836,832

7,800

7,594

Liabilities
59,305

69,122Current liabilities

Cash and deposits

14,434

18,207

Notes and accounts payabletrade

Notes and accounts receivabletrade, and contract assets

11,158

11,553

Short-term borrowings

60

—

108

—

Lease receivables andinvestments in leases

1,012

1,003

Current portion of long-termborrowings
Income taxes payable

393

1,147

Securities

12,20019,864

Provision for bonuses

3,576

4,022

Merchandise and finished
goods

8,254

8,212

Provision for disaster loss

275—

Asset retirement obligations

1—

Accounts payable-other

10,013

9,759

Guarantee deposits received
for rental products

8,626

8,771

Other

5,923

5,537

10,847

8,917

747

1,115

Retirement benefit liability

5,885

5,850

Asset retirement obligations

817

607

Long-term guarantee deposits

1,072

982

Long-term accounts payableother

8

9

2,305

352

9

—

47,62645,750Shareholders’ equity

139,516140,282

Share capital

11,352

11,352

Capital surplus

11,11011,088Work in process

215

290

Raw materials and supplies

3,137

2,629

Accounts receivable-other

6,954

5,666

Other

1,947

1,707

-11

-13

Allowance for doubtful
accounts
Non-current assets

Non-current liabilities
Long-term borrowings

142,774

128,40250,48949,076

Buildings and structures

14,487

14,481

Machinery, equipment andvehicles

8,157

7,386

Land

22,46622,439

756

320

4,621

4,448

7,414

7,454

Goodwill

326

253

Software

5,601

5,645

Retained earnings

122,518

124,943

Other

1,486

1,556

Treasury shares-5,464-7,102

84,87071,871

14,59011,07873,862

61,743

Accumulated othercomprehensive income

8,532

—

4,501

2,987

0

-0

Deferred tax assets

877

887

390

245

Guarantee deposits

5,088

5,260

2,857

2,300

Other

574

1,012

Valuation difference on
available-for-sale securities
Deferred gains or losses onhedgesForeign currency translation
adjustment
Remeasurements of defined
benefit plans
Share acquisition rights

11,3420

49

49

Allowance for doubtful
accounts

-34

-19

296

364

Total Net Assets

154,453

151,774

202,079

197,524

Total Liabilities and Net Assets

202,079

197,524

Property, plant and equipment

Construction in progress
Other
Intangible assets

Investments and other assets
Investment securities
Long-term loans receivable
Retirement benefit asset

Total Assets

Deferred tax liabilities
Lease obligations
Total Liabilities

Net Assets

Non-controlling interests

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

25

Consolidated Statements of Income(millions of yen)
(Apr. 1, 2023 to Mar. 31, 2024)

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

Net sales

178,782

170,494

Cost of sales

102,228

94,47576,55476,01971,47067,381

Operating profit

5,084

8,637

Non-operating income
Interest income

3,179

2,989

221

168

Dividend income

430

380

Rental income from facilities

161

178

FY2023

Account

Gross profit
Selling, general and administrative expenses

Commission income

201

217

1,200

990

Gain on adjustment of account payable

340

381

Other

623

672

Share of profit of entities accounted for using equity method

Non-operating expenses

400

250

Interest expenses

00

Rental expenses on facilities

95

108

Compensation expenses

31

31

Loss on abandonment of inventories

3

28

Other
Ordinary profit
Extraordinary income

269

82

7,863

11,375

4

74

Gain on sales of non-current assets

45Gain on sales of investment securities

—

69

949

737

0

2

Extraordinary losses
Loss on sales of non-current assets
Loss on abandonment of non-current assets

104

69

Impairment loss

252

Disaster loss

358

644
—

Loss on valuation of investment securities

235—

Provision of reserves for losses on liquidation of subsidiaries and affiliates—

20

Income before income taxes and others

6,918

10,713

Income taxes-current

1,801

2,773

Income taxes-deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

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

26

492

672

4,624

7,267

50

70

4,574

7,196

Consolidated Statements of Changes in Net Assets (April 1, 2023 to March 31, 2024)(millions of yen)

Shareholders’ equity
Share
capitalBalance at beginning of current period

Capitalsurplus11,352Retainedearnings

11,088

124,943

TreasurysharesTotal shareholders’equity-7,102140,282

Changes of items during the period
Dividends of surplus-4,044-4,044

Profit attributable to owners of parent

4,574

4,574

Stock repurchase
Cancellation of treasury shares-3

Disposal of treasury shares

3-2,952

Disposal of treasury shares by the ESOP Trust
Change in ownership interest of parent due to transactions
with non-controlling interests-1,699-1,699

2,955

—

36

39

346

346

21

21

Increase (decrease) arising from changes in surplus ofaffiliates accounted for using equity method-1-1

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

21-2,425

1,638

-765

11,352

11,110122,518-5,464

139,516

Accumulated other comprehensive income
Total
Share
Valuation Deferred Foreign
Remeasurements accumulated acquisitiondifference on gains or currencyof definedotherrightsavailable-for- losses on translation
benefit plans comprehensive
sale securities hedges adjustment

Noncontrollinginterests

Total net
assets364

151,774

incomeBalance at beginning ofcurrent period

8,532

-0

245

2,300

11,07849

Changes of items during theperiodDividends of surplus-4,044

Profit attributable to ownersof parent

4,574

Stock repurchase-1,699Cancellation of treasury
shares—

Disposal of treasury shares

39

Disposal of treasury shares by
the ESOP Trust

346

Change in ownership interest ofparent due to transactions with
non-controlling interests

21

Increase (decrease) arisingfrom changes in surplus ofaffiliates accounted for using
equity method-1

Net changes in items otherthan shareholders’ equity

2,809

0

144

556

3,511

—

-67

3,444

Total changes of items during
the period

2,809

0

144

556

3,511

—

-67

2,679

Balance at end of current
period11,342

0

390

2,857

14,59049

296

154,453

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

27

Non-Consolidated Balance Sheets
Account(millions of yen)

FY2023 as of FY2022 as ofMar. 31, 2024 Mar. 31, 2023

AssetsCurrent assets

54,926

6,668

11,144

41

13

7,740

8,081

4

5

Securities

12,20019,864Merchandise and finished goods

7,326

7,321

Notes receivable-trade
Accounts receivable-trade
Lease receivables

Work in process

FY2023 as of FY2022 as ofMar. 31, 2024 Mar. 31, 2023

Liabilities
44,220Cash and deposits

Account

Current liabilities

44,31245,919Accounts payable-trade

7,445

7,470

Accounts payable-other

8,403

8,347

Accrued expenses

998

1,051

Income taxes payable

126

770

Deposits received

13,543

14,384

Guarantee deposits received
for rental products

9,294

9,421

Provision for bonuses

2,547

2,968

275

—

1,677

1,504

9,356

8,342

Long-term borrowings

680

1,115

Deferred tax liabilities

613

—

3,883

3,811

4

4

2,022

1,596

873

706

Accounts receivable-other

6,773

5,544

Short-term loans receivable
Short-term loans receivablefrom subsidiaries and associates
Other
Allowance for doubtful
accounts
Non-current assets

1
229

—
144

335
-1

504
-6

134,991

122,445

Provision for retirement
benefits

Property, plant and equipment

Asset retirement obligations

408

420

Long-term guarantee deposits

1,345

1,284

Long-term deposits received

2,390

1,680

Long-term accounts payableother

8

8

Other

26

21

53,66954,261

Raw materials and supplies
Prepaid expenses

Provision for disaster loss
Other
Non-current liabilities

37,541

36,612

Buildings

10,723

11,023Structures

647
2,052

673
1,223

3

0

1,760

1,765

65

70

21,56821,540

720

314

6,706

6,825

Goodwill

39

56

Shareholders’ equity

114,272

114,657

Trademark right5

6

Share capital

11,352

11,352

5,482

5,470

Capital surplus

1,090

1,090

1,017

1,135

Legal capital surplus

1,090

1,090

161

157

90,743

Machinery and equipment
VehiclesTools, furniture and fixtures
Fixed assets for rent
Land
Construction in progress
Intangible assets

SoftwareTemporary account for
intangible fixed assets
Other
Investments and other assets
Investment securities
Shares of subsidiaries andassociates
Investments in capital
Investments in capital ofsubsidiaries and associates
Long-term loans receivablefrom subsidiaries and associates
Long-term prepaid expenses

Total Liabilities

Net Assets

Retained earnings

107,292

109,315

79,008Legal retained earnings

2,777

2,777

55,78853,510

Other retained earnings

104,514106,538

29,00919,059

869

869

24

0

Reserve for businessdevelopment

123

123

Reserve for reduction entry

63

63

General reserve

96,80096,800Retained earnings brought
forward

6,781

8,805

Treasury shares-5,462-7,101

Valuation and translation
adjustments

11,2198,403

11,219

8,403

948

874

375

386

Prepaid pension expenses

664—

Deferred tax assets

—

1,019

Guarantee deposits

4,411

4,479

98

93

Allowance for doubtful accounts

-249

-178

Share acquisition rights

49

49

Allowance for investment loss

-451

-362

Total Net Assets

125,541

123,110

179,211

177,372

Total Liabilities and Net Assets

179,211

177,372

Other

Total Assets

Valuation difference on
available-for-sale securities

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

28

Non-Consolidated Statements of Income(millions of yen)
(Apr. 1, 2023 to Mar. 31, 2024)

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

Net sales

146,518

138,560

Cost of sales

92,156

84,17354,362

54,386

51,643

48,634

Operating profit

2,718

5,752

Non-operating income

4,939

4,807

11

9

FY2023

Account

Gross profit
Selling, general and administrative expenses

Interest income
Interest income on securities

212

158

2,550

2,478

Rental income from facilities

958

955

Commission income

354

359

Other

852

846

386

433

Dividend income

Non-operating expenses
Interest expenses

12

11

Rental expenses on facilities

182

182

Provision of allowance for doubtful accounts

56

161

135

78

Ordinary profit

Other

7,270

10,125Extraordinary income

80

70

80

1

Gain on sales of non-current assets
Gain on sales of investment securities

—

68

784

841

Loss on sales of non-current assets

02

Loss on abandonment of non-current assets

59

45

Impairment loss

89

638

Disaster loss

311—

Provision of allowance for investment loss

89

121

Loss on valuation of investment securities

235—

Loss on valuation of shares of subsidiaries and associates—

35

Income before income taxes

6,566

9,354

Income taxes-current

1,203

2,024

Income taxes-deferred

389

385

4,973

6,944

Extraordinary losses

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

29

Non-Consolidated Statements of Changes in Net Assets (April 1, 2023 to March 31, 2024)(millions of yen)

Shareholders’ equity
Capital surplus
SharecapitalBalance at beginning ofcurrent period

11,352Retained earnings
Other retained earnings

Legal
capitalsurplus

Othercapitalsurplus

1,090

—

Total
Legal
capital retained
surplus earnings

1,090

2,777

Retained
Reserve for Reserve forGeneral earnings
business
reduction
reserve brought
development
entry
forward869

63

96,800Total
retainedearnings

8,805

109,315

Dividends of surplus-4,044-4,044

Profit

4,973

4,973

-2,952-2,952

Changes of items during
the period

Stock repurchase
Cancellation of treasury
shares-3-3

Disposal of treasury shares

3

3

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
period

—

—

—

—

—

—

—

—

-2,023-2,023

11,352

1,090

—

1,090

2,777

869

63

96,800

6,781

107,292

Share
acquisitionrightsTotal net
assets49

123,110

Shareholders’ equity

Balance at beginning of current period

Valuation and translation adjustments

TreasurysharesTotalshareholders’equityValuation difference
on available-for-salesecurities

Total valuationand translation
adjustments-7,101

114,657

8,403

8,403

Changes of items during the period
Dividends of surplus-4,044-4,044

Profit

4,973

4,973

Stock repurchase-1,699-1,699-1,699Cancellation of treasury shares

2,955

—

—

Disposal of treasury shares

36

39

39

Disposal of treasury shares by the ESOP
Trust

346

346

346

Net changes in items other thanshareholders’ equity

2,816

2,816

—

2,816

Total changes of items during the period

1,638

-385

2,816

2,816

—

2,431

Balance at end of current period-5,462

114,272

11,219

11,21949

125,541

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

30