Notice of Convocation

The 58th Ordinary General Shareholders’ Meeting

This document is an excerpt translation of the Japanese original and it is for reference purpose
only. In the event of any discrepancy between this English version and the Japanese original, theoriginal shall prevail. The Company assumes no responsibility for this translation, or for direct,
indirect or any other forms of damages arising from the translation.
Please be advised that certain explanations for domestic voting procedures that are not applicableto the shareholders outside Japan are omitted or modified to avoid confusion.

(Translation)(Code No.: 4665)
June 3, 2020
To Shareholders
Teruji Yamamura
President & CEO
Duskin Co., Ltd.
1-33 Toyotsu-cho, Suita-shi,
Osaka 564-0051 JAPAN

Notice of the 58th Ordinary General Shareholders’ Meeting
This is to inform you that the 58th Ordinary General Shareholders’ Meeting will be held as indicatedbelow under the heading of “Details of the Meeting.”
We place top priority on the safety and security of our shareholders. To prevent the spread of the novel
coronavirus, we recommend that you refrain from attending the general shareholders’ meeting inperson and instead exercise your voting rights either in writing or electronically (via the Internet)
by 5:00 pm (JST) on Monday, June 22, 2020.
Details of the Meeting
1: Date and Time:

10:00 am (JST) on Tuesday, June 23, 2020
(The reception is scheduled to start at 9:00 am.)Main Hall, 5th floor, Osaka International Convention Center

2: Venue:

5-3-51 Nakanoshima, Kita-ku, Osaka, JapanDue to the impact of the novel coronavirus, the venue may not be available forthe meeting. In case the venue is changed, we will notify you via the Duskin’s
corporate website. Please refer to it for the updates. The site is available only inJapanese.
3: Purpose of the Shareholders’ Meeting
Items to be reported
1.

The business report, the consolidated financial statements and audit results on consolidated
financial statements by Accounting Auditors and the Audit & Supervisory Board for fiscal
2019 (April 1, 2019 to March 31, 2020)

2.

The non-consolidated financial statements for fiscal 2019 (April 1, 2019 toMarch 31, 2020)

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 & Supervisory Board1

4: Matters concerning exercise of voting rights(1) When multiple votes are cast through Internet, the final vote will be considered to be theintended official vote.
(2) When multiple votes are cast on Internet and by proxy card, regardless of the time of thereceived votes, the vote on Internet will be considered to be the intended effective vote.
(3) Shareholders may vote their shares by proxy by naming another shareholder who holds voting
rights to attend the shareholders meeting and act as the proxy. In this case, the proxy must
submit proof of identity.
5: Matters concerning materials annexed to this notice and reference materials for the Annual
General Shareholders’ Meeting(1) The following matters have been posted on the corporate website (https://www.duskin.co.jp/ir/,
Japanese version only) and are therefore omitted from the materials annexed to this noticepursuant to relevant laws and Article 17 of the Company’s Articles of Incorporation:1) Stock acquisition rights in the business report2) Necessary systems to ensure appropriate execution of operations and its operational status
in the business report3) Basic Policies related to the Company’s Ownership Control in the business report4) Policies on constructive dialogue with shareholders in the business report
5) The notes to the consolidated financial statements; and
6) The notes to the non-consolidated financial statements
Audit & Supervisory Board Members audit the business report, consolidated and nonconsolidated financial statements attached to this notice of convocation, and documents 1) to 6)
as stated above. The Accounting Auditor audits the consolidated and non-consolidated financial
statements attached to this notice of convocation, and documents 5) to 6) stated above.
(2) If amendments are made to the reference materials for the Annual General Shareholders’Meeting, the business report, or the consolidated and non-consolidated financial statements, theamended contents will be posted on the corporate website (https://www.duskin.co.jp/english/).

•When attending the Meeting in person, please present the enclosed voting form at the reception.
Please note that only shareholders are entitled to attend the Meeting.

•

Please bring this copy of the proxy statement to the Meeting to save resources.

•

In line with Japan’s Cool Biz initiative, please note that the officers and staff will dress lightly inbusiness casual style during the meeting to help reduce the Company’s impact on global warming.
2

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

Exercise of voting right

Exercise of voting right

Exercise of voting right

By attendance

In writing by post

Via Internet

Submit the enclosed Voting Rights

Indicate your approval or disapproval ofAccess voting site:

Execution Form to the reception

the proposals on the enclosed Voting

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

counter at the Meeting.

Rights Execution Form and return theand complete voting by the deadline

form to us so we receive it by theindicated below.

deadline indicated below.
Meeting Time and Date

Deadline

Deadline

10:00 am, Tuesday

5:00 pm, Monday

5:00 pm, Monday

June 23, 2020 (JST)June 22, 2020 (JST)June 22, 2020 (JST)*1. Voting over the Internet can only be accomplished by accessing the site designated for thispurpose by Duskin (http://www.web54.net). This site is available only in Japanese.
*2. Please note that using Internet may incur cost such as connection fee, and such cost will

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

3

= Reference materials for the Annual General Shareholders’ Meeting =Proposal 1: Appropriation of Retained Earnings
Duskin considers the return of profits to shareholders to be an important management priority. We have setout our basic dividend policy of distributing a portion of the profit based on our performance while ensuring
the proper balance between these distributions and the need for investments in sustainable growth and higher
corporate value, and while maintaining financial security against potential risks. With the policy, we willcontinue to pay cash dividends in a stable and consistent manner. In addition, the Company has a new policy
in place for deciding on the amount of dividends for each fiscal year with a target consolidated payout ratioof 50%.
After securing internal capital resources required for operations, business plans and sound business
management, we have determined that the year-end dividend should be 32 yen per share.

(1) Type of dividend: cash(2) Dividend particulars and amounts
32 yen per share of common stock
Total amount of dividends: 1,578,732,864 yen (funds for the dividends: retained earnings)
The Company paid an interim dividend of 24 yen per share. The full-year dividend is to total 56
yen per share.
(3) The effective date of the dividends: June 24, 2020 (JST)4

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

CandidateNo.

Titles and Responsibilities(significant concurrent positions)

Name

1

Reappointment
Candidate

Teruji Yamamura
(Mr.)

2

Reappointment
Candidate

Kazushi Sumimoto
(Mr.)

3

Reappointment
Candidate

Taku Suzuki
(Mr.)

4

New Candidate

Hiroyuki Okubo
(Mr.)

5

New Candidate

Tetsuya Wada(Mr.)

Operating Officer
Food Group
Division Manager, Food Business
Development-

6

New Candidate

Naoto Miyata(Mr.)

Operating Officer
Accounting-

Tomoya Yoshizumi(Mr.)

Outside Director

19/19

Nobuko Sekiguchi(Ms.)

Outside Director

15/15

Yukiko Tsujimoto(Ms.)

External Director
Kirindo Holdings Co., Ltd.

7

8

9

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

Representative Director
President & Chief Executive Officer
Director
Executive Operating Officer
Direct Selling Group
General Manager, Strategy Management,
Direct Selling Group
Director
Senior Operating Officer
Rent-All, Health Rent, Life Care
Operating Officer
Information System
Manager, Corporate Planning

Numberof Boardof
Directors
meetings
attended

19/19

19/19

19/19

-

-

(Note) The number of meetings of the Board of Directors that Ms. Nobuko Sekiguchi attended is formeetings that were held after her election as Director on June 25, 2019 (JST).

5

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

Teruji Yamamura

Date of birth

Number of shares owned: 34,185

January 28, 1957

Tenure: 16 years(at the conclusion of this Annual General Shareholders’ Meeting)

Position/Career Summary
Apr. 2018

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

Apr. 2009
Apr. 2007

June 2004
Jan. 1982
Reappointment
Attendance at Board of
Directors meetings during FY
2019:
19/19
100.0%

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

6

Candidate No. 2

Kazushi Sumimoto

Date of birth

Number of shares owned: 9,585

November 29, 1960

Tenure: 6 years(at the conclusion of this Annual General Shareholders’ Meeting)

Position/Career Summary
Apr. 2020

Apr. 2019

Reappointment
Attendance at Board of Directors
meetings during FY 2019:19/19
100.0%

June 2018

Apr. 2018

Apr. 2017
May 2016

June 2014
Apr. 1983

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

Reasons for recommending Kazushi Sumimoto as a candidate for Director
After contributing to the development of Clean & Care Business and RentAll Business, Mr. Sumimoto has played a key role at Corporate
Management and Production & Logistics Group since 2016. This year, heis overseeing the entire Direct Selling Group. At the Board of Directors,
Mr. Sumimoto proactively speaks up with accurate and constructive
comments and opinions supported by his experiences to assist the
President & CEO, and provides strong leadership for the Board of
Directors. Garnered through his long-term career in management andfranchise businesses, Mr. Sumimoto’s expertise is indispensable forfurther improving the effectiveness of the Board of Directors’ decisionmaking process and supervisory function. Duskin therefore believes that
Mr. Sumimoto is suitably qualified to continue as a Director.

7

Candidate No. 3

Taku Suzuki

Date of birth

Number of shares owned: 4,600

October 8, 1965

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

Position/Career Summary
Apr. 2020

Apr. 2018

Apr. 2017

Reappointment
Attendance at Board of Directors
meetings during FY 2019:19/19
100.0%

June 2016
Apr. 1989

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

Reasons for recommending Taku Suzuki as a candidate for Director
After his involvement with new business development for the Clean &Care Business Group, as well as laundry plant operations, since 2012 Mr.
Suzuki has been overseeing Production & Logistics, Life Care (thebusiness unit that assists elderly people in their daily lives), and Health
Rent (the business unit that rents out and sells home health-careequipment). Leveraging his expertise, Mr. Suzuki proactively provides
comments that contribute greatly to improving the effectiveness of Boardof Directors meetings. Based on Mr. Suzuki’s abundant experience inbusiness operations and ample expertise in managing franchisebusinesses, Duskin believes that he is suitably qualified to continue as a
Director of the Duskin Corporate Group*, and requests a vote in favor of
his re-election.
* Duskin Co., Ltd. and its consolidated subsidiaries

8Candidate No. 4

Hiroyuki Okubo

Date of birth

Number of shares owned: 1,685

June 30, 1962
Position/Career Summary
Apr. 2020

Apr. 2018
Apr. 2016
Mar. 2013

New Candidate

Apr. 1985

Operating Officer
Information System
Manager, Corporate Planning (to the present)
Operating Officer
Manager, Corporate PlanningManager, Corporate Planning
General Manager
Kita Kanto Regional Office
Clean & Care Group
Joined the Company

Reasons for recommending Hiroyuki Okubo as a candidate for Director
Following a long career in product development and marketing for ourmainstream business, Clean & Care Group, Mr. Okubo has led theformulation of growth strategies and the strengthening of corporate
governance since becoming Manager of Corporate Planning in 2016.
Duskin believes that his extensive experience with business operations
and considerable expertise in franchise businesses qualify him for a
Director role. Duskin thus requests a vote in favor of Mr. Okubo’s election
as a new Director of the Duskin Corporate Group*.
* Duskin Co., Ltd. and its consolidated subsidiaries

9Candidate No. 5

Tetsuya Wada

Date of birth

Number of shares owned: 1,700

July 17, 1962
Position/Career Summary
Apr. 2020

Apr. 2018
Apr. 2015
Apr. 2011
Apr. 1986

Operating Officer
Food Group
Division Manager, Food Business Development (to thepresent)
Operating Officer
General Manager, Mister Donut Business Group
General Manager, Mister Donut Business Group
Division Manager,
Food Chain Business & Development
Joined the Company

New Candidate

Reasons for recommending Tetsuya Wada as a candidate for Director
Mr. Tetsuya Wada has been involved in Food Group since joining Duskin.
After supervising the Mister Donut overseas operations, he was assigned
to oversee Food Business Development as Division Manager. After
serving successfully in those positions, he became General Manager at
Mister Donut Business Group to lead the brand’s revitalization. As Mr.
Wada has comprehensive experience and abundant expertise in franchisebusinesses, Duskin believes that he is suitably qualified to oversee theDuskin Corporate Group*, and requests a vote in favor of Mr. Wada’s
election as a new Director.
* Duskin Co., Ltd. and its consolidated subsidiaries

10Candidate No. 6

Naoto Miyata

Date of birth

Number of shares owned: -August 16, 1963
Position/Career Summary
Apr. 2020
Apr. 2018
Apr. 2014

Operating Officer
Accounting (to the present)
Joined the Company
General Manager, Corporate AccountGeneral Manager
Public & Financial Institutions Banking Dept.
Sumitomo Mitsui Banking Corporation

New Candidate

Reasons for recommending Naoto Miyata as a candidate for Director
Mr. Miyata has extensive knowledge garnered through previous roles in
his long-term career at Sumitomo Mitsui Banking Corporation. Sincejoining Duskin, he has applied the expertise from previous positions toreinforcing the Corporate Account platform, while at the same time
accumulating knowledge and experience in the general management offranchise businesses. Given his expertise, Duskin believes that Mr.
Miyata is an appropriate person to oversee the Duskin Corporate
Group*, and requests a vote in favor of his election as a new Director.
* Duskin Co., Ltd. and its consolidated subsidiaries

11Candidate No. 7

Tomoya Yoshizumi

Date of birth

Number of shares owned: 300

June 10, 1953

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

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

Reappointment

June 2011

Candidate for Independent
Outside Director
Attendance at Board of Directors
meetings during FY 2019:19/19
100.0%

June 2008

June 2007
Apr. 1978

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

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

12

Candidate No. 8
Date of birth

Nobuko Sekiguchi

Number of shares owned: Tenure: 1 year

July 3, 1968

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

Position/Career Summary
June 2019
Mar. 2019
Apr. 2016

Apr. 2011
Apr. 2007
Nov. 2005

Director (to the present)
Resigned from CAPCOM CO., LTD.
Managing Corporate Officer
Head of Corporate Planning & Human Resources
Division
Corporate Officer
Head of Corporate Planning Division
General Manager of Accounting Department
Joined CAPCOM CO., LTD.

Reasons for recommending Nobuko Sekiguchi as a candidate for Director
Reappointment
Candidate for Independent
Outside Director
Attendance at Board of Directors
meetings during FY 2019:15/15
100.0%

After working as a management consultant, Ms. Sekiguchi joined
CAPCOM CO., LTD. where as a Managing Corporate Officer, she wasengaged in leadership roles involving corporate planning and personnel
system reforms. Included in her corporate planning responsibilities were
the formulation of its Med-Term Plan, the annual budget management,
organizational restructuring, and M&A transactions. Due to her
experience and knowledge, Ms. Sekiguchi is expected to enhance
corporate governance by providing advice and supervision regarding
management from an objective standpoint independent of the executives
who conduct Duskin’s business operations. Therefore, Duskin requests avote in favor of Ms. Sekiguchi’s re-election as an Outside Director.

13

Candidate No. 9

Yukiko Tsujimoto

Date of birth

Number of shares owned: -February 10, 1964
Position/Career Summary
Apr. 2018

New Candidate
for Independent Outside Director

Kobe City Personnel Committee Member (to thepresent)
Nov. 2014
Representative Director, shapes Co., Ltd. (to thepresent)
June 2014
Resigned from Procter & Gamble Japan K.K.
Apr. 2014
Resigned from the position of Director, P&G K.K.
July 2012
External Relations Director
Procter & Gamble Japan K.K.
June 2012
Resigned from the position of Director, Procter &Gamble Japan K.K.
Apr. 2008
Director
P&G K.K.
Mar. 2006
Director
Procter & Gamble Japan K.K.
Apr. 1986
Joined Procter & Gamble Far East Inc. (current
Procter & Gamble Japan K.K.)(Significant concurrent position)
External Director, Kirindo Holdings Co., Ltd.
Reasons for recommending Yukiko Tsujimoto as a candidate for Outside
Director
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
P & G Japan, where she was responsible for brand marketing andcommunications, and took a leadership role in brand publicity in Asianmarkets. With her background and knowledge, Ms. Tsujimoto is expected
to strengthen Duskin’s corporate governance by providing advice andsupervision regarding the Company’s overall management from an
objective standpoint independent of its executive team. Therefore, Duskin
requests a vote in favor of Ms. Tsujimoto’s election as a new Outside
Director.

1. The nominees have no special interests in Duskin.
2. Duskin has designated Mr. Tomoya Yoshizumi and Ms. Nobuko Sekiguchi as Independent Directors inaccordance with regulations of the Tokyo Stock Exchange. If these Director candidates are re-elected,
Duskin plans to again designate them as Independent Directors. Also, if Ms. Yukiko Tsujimoto is elected,
Duskin plans to designate her as an Independent Director.
3. Duskin has contracts with Mr. Tomoya Yoshizumi and Ms. Nobuko Sekiguchi that limit their liability as
provided in Article 423, Paragraph 1 of the Companies Act within the amount prescribed by laws orordinances. If these two individuals are elected as Outside Directors, Duskin plans to extend these contracts.
Also, if Ms. Yukiko Tsujimoto is elected as an Outside Director, Duskin will also enter into the same
contract with Ms. Tsujimoto.
4. The number of meetings of the Board of Directors that Ms. Nobuko Sekiguchi attended is for meetings
that were held after her election as Director on June 25, 2019 (JST).

14

Proposal 3: Election of Four (4) Members of the Audit & Supervisory Board
The terms of office of Audit & Supervisory Board Members, Yasuto Shigeyoshi, Takashi Yoshida, Sachiko
Kawanishi and Kyoichiro Arakawa expire at the close of this Annual General Shareholders’ Meeting. This proposal
for the election of four (4) Audit & Supervisory Board Members has received the consent of the Audit & Supervisory
Board.

CandidateNo.

Titles and Responsibilities(significant concurrent positions)

Name

Number of
Board ofDirectors
meetings/
Audit &
Supervisory
Board
meetings
attended

BOD
19/19
ASB
13/13

1

Reappointment
Candidate

Takashi Yoshida(Mr.)

Audit & Supervisory Board Member

2

New Candidate

Hideyuki Naito(Mr.)

Senior Operating Officer
General Affairs

Sachiko Kawanishi(Ms.)

Certified Public Accountant
Senior Managing Director, Internet
Disclosure Co., Ltd.

BOD
19/19
ASB
13/13

Kyoichiro Arakawa(Mr.)

Certified Public Accountant
President & CEO, Best Partners Co.,
Ltd.
Representative, BP Asia Consulting Co.,
Ltd.

BOD
19/19
ASB
13/13

3

4

Reappointment
Candidate for
Independent
Outside Audit &Supervisory Board
MemberReappointment
Candidate for
Independent
Outside Audit &Supervisory Board
Member15-

Reference: Policy on selecting Audit & Supervisory Board Member candidates
Audit & 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 roles of Audit & Supervisory Board Members are properly auditing the performance of Directors (businessaudits (compliance audits) and accounting audits) and establishing a sound corporate governance framework.
Therefore, internal Audit & Supervisory Board Member candidates must maintain independence from people who
conduct business operations and have the knowledge and skills needed to perform their duties with integrity. These
candidates must also have a profound knowledge of the Company’s business operations and the ability to reachdecisions about management from an objective and neutral standpoint. Selections of candidates are determined byresolutions of the Board of Directors after obtaining the consent of the Audit & Supervisory Board. Furthermore,
the policy is to have at least one Audit & Supervisory Board Member candidate who has substantial knowledge
about finance and accounting.
Candidates for Outside Audit & Supervisory Board Member must not be related parties of the Duskin Group, beable to maintain their independence, and have extensive knowledge and experience about legal matters, accounting,internal controls, corporate reorganizations and other fields that are needed to oversee and advise the Board of
Directors. Selections of candidates are determined by resolutions of the Board of Directors after obtaining theconsent of the Audit & Supervisory Board.

Candidate No. 1

Takashi Yoshida

Date of birth

Number of shares owned: 5,485

November 25, 1961

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

Position/Career Summary
June 2016
June 2008
Apr. 2006
Apr. 1985

Reappointment
Candidate for
Audit & Supervisory Board
MemberAttendance at Board of Directors
meetings during FY 2019:19/19
100.0%
Attendance at the Audit andSupervisory Board meetings
during FY2019

13/13 (100.0%)

Audit & Supervisory Board Member(to the present)
Manager, Legal Affairs and Corporate Compliance
Section Chief, Legal Affairs, Legal Affairs and Corporate
Compliance
Joined the Company

Reasons for recommending Takashi Yoshida as a candidate for Audit &Supervisory Board Member
Mr. Takashi Yoshida has a wealth of experience and knowledge, as well as astrong track record of achievements in addressing legal issues and establishingcompliance systems, while working at legal department for many years. Since
becoming an Audit & Supervisory Board Member, Mr. Yoshida has proactively
made significant and beneficial comments at the meetings of the Audit &Supervisory Board and the Board of Directors. Furthermore, he has made amajor contribution to strengthening the oversight functions of the Board of
Directors by appropriately monitoring the validity and legality of Directors'
decision-making processes and execution of their duties. With his experienceand achievements, Mr. Yoshida is expected to provide suitable
recommendations and advice in order for Duskin to build a better corporate
governance system. Therefore, Duskin requests a vote in favor of his reelection as a Member of the Audit & Supervisory Board.

16

Candidate No. 2

Hideyuki Naito

Date of birth

Number of shares owned: 6,575

December 3, 1961
Position/Career Summary
Apr. 2020
June 2018
June 2016
Nov. 2007
Apr. 1982

New Candidate

Senior Operating Officer
General Affairs (to the present)
Senior Operating Officer
General Affairs, Accounting
Director, Corporate Management
Manager, Accounting
Manager, Auditing
Joined the Company

Reasons for recommending Hideyuki Naito as a candidate for Audit &Supervisory Board Member
Mr. Naito was involved with operations and accounting and finance in several
business units and then became Manager of the Auditing Department and a
Director and the Manager of Accounting Department. He has many years ofexperience with financial statement accounting, internal controls and otheractivities, and extensive knowledge of finance and accounting. Therefore,
Duskin requests a vote in favor of Mr. Naito’s election as a new Member of the
Audit & Supervisory Board.

17

Candidate No. 3
Date of birth

Sachiko Kawanishi

January 22, 1959

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

Position/Career Summary
June 2016
Aug. 2000

Reappointment

Audit & Supervisory Board Member (to the present)
Senior Managing Director, Internet Disclosure, Co., Ltd.
(to the present)
Mar. 1992
Registered as Certified Public Accountant
Oct. 1988
Joined Tohmatsu Awoki & Sanwa (current Deloitte Touche
Tohmatsu LLC)
Apr. 1981
Joined Honeywell Information Systems Japan, Inc.
(current NEC Nexsolutions, Ltd.)
Significant Concurrent Positions
Senior Managing Director, Internet Disclosure Co., Ltd.

Candidate for
Outside Audit & Supervisory
Board Member

Reasons for recommending Sachiko Kawanishi as a candidate for Audit &Supervisory Board Member

Independent Director
Attendance at Board of Directors
meetings during FY 2019:19/19
100.0%
Attendance at the Audit andSupervisory Board meetings
during FY2019

13/13 (100.0%)

Ms. Sachiko Kawanishi has extensive experience and insight as a certified
public accountant and a corporate executive, together with her expertise instrategies for investor and shareholder relations. Since becoming an Audit &Supervisory Board Member, she has actively provided expert comments thatare significant and beneficial for the Company. Owing to her strong
background, Ms. Kawanishi is expected to continue to exercise her
responsibilities as an Audit & Supervisory Board Member who is able toproperly monitor the validity and legality of Directors' decision-making
processes and execution of their duties, and provide appropriate
recommendations and advice in order for Duskin to build a better corporate
governance system. Therefore, Duskin requests a vote in favor of her reelection as an Outside Member of the Audit & Supervisory Board.

18

Candidate No. 4
Date of birth

Kyoichiro Arakawa

February 23, 1970

Number of shares owned: 4,800
Tenure: 4 years(at the conclusion of this Annual General Shareholders’ Meeting)

Position/Career Summary
Mar. 2020

Reappointment
Candidate for
Outside Audit & Supervisory
Board Member
Independent Director
Attendance at Board of Directors
meetings during FY 2019:19/19
100.0%
Attendance at the Audit andSupervisory Board meetings
during FY2019

13/13 (100.0%)

Representative, BP Asia Consulting Co., Ltd. (to thepresent)
June 2016
Audit & Supervisory Board Member (to the present)
Mar. 2014
President & CEO, Best Partners Co., Ltd. (to the present)
Sept. 2007
Director, MIT Corporate Advisory Services Co., Ltd.
July 1997
Joined KPMG Century Audit Corporation(current KPMG AZSA LLC)
Apr. 1997
Registered as Certified Public Accountant
Oct. 1992
Joined Showa Ota & Co. (current Ernst & Young
ShinNihon LLC)
Significant Concurrent Positions
President & CEO, Best Partners Co., Ltd.
Representative, BP Asia Consulting Co., Ltd.
Reasons for recommending Kyoichiro Arakawa as a candidate for Audit &Supervisory Board Member
Mr. Kyoichiro Arakawa has abundant experience and knowledge as a certified
public accountant and a corporate executive. He is also an expert in corporate
restructuring, including M&A projects. Since becoming an Audit &Supervisory Board Member, he has been proactive in providing commentsfrom an expert’s perspective that are significant and beneficial for theCompany. Based on his expertise and knowledge, Mr. Arakawa is expected tocontinue to exercise his responsibilities as an Audit & Supervisory Board
Member who is able to appropriately monitor the validity and legality of
Directors' decision-making processes and execution of their duties, and provide
sound recommendations and advice in order for Duskin to build a better
corporate governance system. Therefore, Duskin requests a vote in favor of his
re-election as an Outside Member of the Audit & Supervisory Board.

Notes:
1. The nominees have no special interests in Duskin.
2. Duskin has designated Ms. Sachiko Kawanishi and Mr. Kyoichiro Arakawa as Independent Directors inaccordance with regulations of the Tokyo Stock Exchange. If the proposal is approved without amendment,
Duskin plans to again designate them as Independent Directors in accordance with regulations of the Tokyo
Stock Exchange.
3. Duskin has contracts with Ms. Sachiko Kawanishi and Mr. Kyoichiro Arakawa that limit their liability as
provided in Article 423, Paragraph 1 of the Companies Act within the amount prescribed by laws or ordinances.
If the proposal is approved without amendment, Duskin plans to extend these contracts.

19

Reference: Standards for independence of Outside Directors and Audit & Supervisory Board
Members

The independence of an Outside Director or Outside Audit & Supervisory Board Member requiresthat none of the following items is applicable to these individuals. These standards are based on the
independence standards of the Securities Listing Regulations Enforcement Rules of the Tokyo Stock
Exchange and also include standards established by Duskin.

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

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

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

4. An individual that has received substantial donations* from the Duskin Corporate Group or a
Director, Audit & Supervisory Board Member or employee of a company or other organizationthat has received such donations* Substantial donations are cash and other items with a value of the larger of 1% of consolidated sales of the Duskin
Corporate Group in the most recent fiscal year or 100 million yen.

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

6. An individual who was ever in any position described in the above items 1 and 2
7. An individual who was within the past three years in any position described in the above items 3through 5
8. Spouses and first or second-degree relatives of individuals described in the above items 1
through 7
9. An individual who has been a Duskin Outside Director for five years or a Duskin Outside Audit& Supervisory Board Member for eight years
10. An individual with any other reasons for doubt about independence concerning the performanceof duties as a Duskin Outside Director or Outside Audit & Supervisory Board Member

20Consolidated Balance Sheets(millions of yen)Account

FY2019as ofMar. 31,2020

FY2018as ofMar. 31,2019

62,19523,72863,94815,881

11,623

10,211

1,177

1,196

FY2019as ofMar. 31,2020

FY2018as ofMar. 31,2019

Current liabilities
Notes and accounts payable-trade
Income taxes payable
Provision for bonuses
Reserves for losses on liquidationof subsidiaries and affiliates
Asset retirement obligations
Accounts payable-other
Guarantee deposit received forrental products
Other
Non-current liabilities
Net defined benefit liability
Asset retirement obligations
Long-term guarantee deposited
Long-term accounts payable-other
Deferred tax liabilities

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

34,330
6,845
1,308
3,491

51

－

－
8,392

9
8,730

9,341

9,206

4,844
8,735
7,243
617
776
33
54

4,738
10,009
8,191
585
786
26
75

Reserves for losses on liquidationof subsidiaries and affiliates

－

329

9
43,12714
44,339134,482
11,352
11,091
116,654-4,616

138,954
11,352
11,091
118,075-1,565

7,256

10,673

5,965

9,920

-0

-1

-193

-139

1,485

894

50
241
142,031
185,158

18
237
149,884
194,223

Account

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

Liabilities

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

23,404
7,994
193
1,459
3,635
-28

Non-current assets

122,963130,275

Property, plant and equipment

50,36048,604

Buildings and structures
Machinery, equipment andvehiclesLand
Construction in progress
Other

15,787

16,038

7,030

6,706

22,670296
4,576

22,663574
2,621

10,922349
10,572

10,556429
10,127

Intangible assets
Goodwill
Other

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

61,68051,242
－
3,575
5,942
947
-28

71,11462,458
0
2,092
5,543
1,048
-30

Total Assets

185,158

194,223

Other
Total liabilities
Net Assets
Shareholders' equity
Capital stock
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on availablefor-sale securities
Deferred gains or losses on hedges
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
Share acquisition rights
Non-controlling interests
Total Net Assets
Total Liabilities and Net Assets

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

21

Consolidated Statements of Income(millions of yen)Account

FY2019FY2018Apr. 1, 2019 -( Mar. 31, 2019 )Apr. 1, 2018 -( Mar. 31, 2020 )Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Rent income on facilities
Commission fee
Share of profit of entities accounted forusing equity method
Miscellaneous income
Non-operating expenses
Interest expenses
Rent expenses on facilities
Cancellation penalty
Compensation expenses
Commission for purchase of treasury shares
Miscellaneous loss
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Gain on sales of investment securities
Reversal of reserves for losses on liquidation ofsubsidiaries and affiliates
Insurance claim income
Other
Extraordinary losses
Loss on sales of non-current assets
Loss on abandonment of non-current assets
Impairment loss
Loss on disaster
Provision of reserves for losses on liquidation ofsubsidiaries and affiliates
Loss on sales of investment securities
Other
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitProfit (loss) attributable to non-controlling interests
Profit attributable to owners of parent

159,102
87,04372,05965,482
6,577
1,752
173
383
165
165

158,699
86,13872,56064,606
7,954
2,373
261
369
162
186

363

683

500

709

400
0
103
60
34
42
158

316
3
79
48
47
1
135

7,929
1,193
2
1,108

10,011
431
164
66

76

－

0
4

190
9

651
0
109
250
121

1,971
34
183
1,025
179

－

329

161
8

211
7

8,471
2,902

8,471
2,701

-27

-156

5,595
4
5,591

5,926
-58
5,984

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

22

Consolidated Statements of Changes in Net Assets(April 1, 2019 – March 31, 2020)(millions of yen)

Shareholders' equity
Capital stock
Balance at beginning ofcurrent period
Changes of items during theperiodRetainedearnings

Capital surplus

11,352

11,091

118,075

Treasury shares

Total
shareholders'equity-1,565

138,954

Dividends of surplus-2,265-2,265

Profit attributable to ownersof parent

5,591

5,591

Purchase of treasury shares
Retirement of treasury shares-4,728

Increase (decrease) arisingfrom change in scope of
consolidation of entities
accounted for using equity
methodNet changes of items otherthan shareholders' equity
Total changes of items during
the period
Balance at end of current
period-7,779-7,779

4,728

－

-18

-18

－

－

-1,421-3,050-4,471

11,352

11,091

116,654-4,616

134,482

Accumulated other comprehensive income

Balance at beginning ofcurrent period
Changes of items during theperiodValuationdifferenceonavailable-forsale
securities

Deferred
gains orlosses onhedges9,920-1Foreigncurrencytranslation
adjustment-139

Remeasurements of defined
benefit plans

Total
accumulated
othercomprehensive
income894

10,673

Shareacquisitionrights

Noncontrollinginterests

Total
net assets

18

237

149,884

Dividends of surplus-2,265

Profit attributable to ownersof parent

5,591

Purchase of treasury shares-7,779－Retirement of treasury shares
Increase (decrease) arisingfrom change in scope of
consolidation of entities
accounted for using equity
methodNet changes of items otherthan shareholders' equity
Total changes of items during
the period
Balance at end of current
period-18-3,955

0

-54

591

-3,41631

4-3,381-3,955

0

‐54

591

‐3,41631

4‐7,853

5,965

‐0

‐193

1,485

7,256

50

241

142,031

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

23

Non-Consolidated Balance Sheets(millions of yen)

FY2019as ofMar. 31,2020

Account

FY2019as ofMar. 31,2020

FY2018as ofMar. 31,2019

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

43,125
5,987
7,155
1,009
1,209
13,975

43,161
5,891
7,442
1,020
924
14,422

10,000

9,829

2,699
－
1,085

2,543
9
1,078

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

10,249
6,998
428
1,002
1,760
17
42
53,375

12,676
7,156
482
988
4,020
17
11
55,837

Net Assets
Shareholders' equity
Capital stock
Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for business development
Reserve for reduction entry
General reserve
Retained earnings brought forward

110,077
11,352
1,090
1,090
102,250
2,777
99,472869
63
96,8001,739

115,371
11,352
1,090
1,090
104,493
2,777
101,715869
63
96,800
3,982-4,615-1,564

5,940

9,880

5,940

9,880

50

18

116,069
169,444

125,271
181,109

FY2018as ofMar. 31,2019

Account

AssetsCurrent assets
Cash and deposits
Notes receivable-trade
Accounts receivable-trade
Lease receivables
Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Prepaid expenses
Short-term loans receivable
Short-term loans receivable fromsubsidiaries and associates
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Fixed assets for rent
Land
Construction in progress
Intangible assets
Goodwill
Trademark right
SoftwareTemporary account for intangible
fixed assets
Other
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Investments in capital
Investments in capital of subsidiaries
and associates
Long-term loans receivable
Long-term loans receivable fromsubsidiaries and associates
Long-term prepaid expenses
Deferred tax assets
Guarantee deposits
Other
Allowance for doubtful accounts
Allowance for investment loss
Total Assets

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

51,016
9,557
20
7,754
14
23,404
6,244
5
753
551
5

328

112

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

2,603
-12
130,092
37,39012,454
820
712
0
1,597
54
21,540
209
9,746
12
46
6,489

2,309

3,026

164
73,22744,04520,0960

171
82,95655,31920,200
0

68

68

－

0

190

468

333
3,312
5,158
47
-25
－
169,444

438
1,494
4,989
71
-28
-68
181,109

Treasury shares
Valuation and translation adjustments
Valuation difference on availablefor-sale securities

Share acquisition rights
Total Net Assets
Total Liabilities & Net Assets

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

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

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Interest income on securities
Dividend income
Rent income on facilities
Commission fee
Miscellaneous income
Non-operating expenses
Interest expenses
Rent expenses on facilities
Cancellation penalty
Disposal and removal expenses
Miscellaneous loss
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Gain on sales of investment securities
Insurance claim income
Other
Extraordinary losses
Loss on sales of non-current assets
Loss on abandonment of non-current assets
Impairment loss
Loss on disaster
Loss on sales of investment securities
Loss on valuation of shares of subsidiaries
and associates
Provision of allowance for investment loss
Other
Income before income taxes
Income taxes-current
Income taxes-deferred
Profit

FY2019April 1, 2019()
March 31, 2020
127,838
75,34952,48948,532
3,956
3,897
7
165
2,153
879
279
412
433
16
129
97
22
168
7,419
1,182
1
1,108
0
72
836
0
73
33
62
161

FY2018
April 1, 2018()
March 31, 2019
129,592
75,011
54,581
49,327
5,254
3,568
19
242
1,511
865
289
638
293
18
91
54
38
89
8,529
320
163
66
85
4
1,903
34
132
794
146
211

427

513

－
78
7,765
2,230
‐79
5,614

68
1
6,945
1,937
‐190
5,198

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

25

Non-Consolidated Statements of Changes in Net Assets(April 1, 2019 – March 31, 2020)(millions of yen)
Shareholders' equity
Capital surplus

Other retained earnings

Capitalstock

Balance at beginning ofcurrent period
Changes of items during
the period

Retained earnings

Legal
capitalsurplus

1,090

1,090

Legal
retainedearnings

Reserveforbusinessdevelopment

Reserveforreduction
entry

Generalreserve869

63

96,800Total
retainedearnings

104,493

Dividends of surplus‐2,265‐2,265

Profit

5,614

5,614

‐4,728‐4,728

‐863

‐863

－

－

－

－

－

－

－

‐2,243‐2,243

11,352

1,090

1,090

2,777

869

63

96,8001,739

102,250

Shareholders' equity
TreasurysharesBalance at beginning ofcurrent period
Changes of items during
the period

2,777

Retainedearnings
brought
forward

3,982

Purchase of treasury
sharesRetirement of treasury
sharesDecrease by corporate
division
Net changes of items
other thanshareholders’ equity
Total changes of items
during the period
Balance at end of current
period11,352

Total
capitalsurplus‐1,564

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

115,371

9,880

9,880

Share
acquisitionrights18

Total net
assets125,271

Dividends of surplus‐2,265‐2,265

Profit

5,614

5,614

‐7,779‐7,779‐7,779

4,728

－

－

‐863

‐863

Purchase of treasury
sharesRetirement of treasury
sharesDecrease by corporate
division
Net changes of items
other thanshareholders’ equity
Total changes of items
during the period
Balance at end ofcurrent period‐3,939‐3,93931‐3,908‐3,050‐5,294‐3,939‐3,93931‐9,202‐4,615110,077

5,940

5,940

50

116,069

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

26