[Translation]

Notice and Proxy Excerpt of 38th Annual Meeting ofShareowners

The 38th annual meeting of shareowners of Kakuyasu GroupCo.,Ltd. will be held on June 26, 2020 for the following purposes:
1. To approve an incorporation-type company split plan;
2. To approve partial amendments of the Article of Incorporation;
3. To elect nine (9) persons to the Board of Directors.

June 10, 2020
Junichi Sato
Representative Director and President

Disclaimer
The notice and proxy statement constitutes a translation of the Japaneseoriginals and is provided as an excerpt in English for reference purpose.
Please understand that if any discrepancies between the excerpt and theoriginals, the originals shall prevail.

[Translation]
Proposal 1: Approval of an incorporation-type company split plan
The Company seeks your approval for a plan to split itself into two separate
companies. The split will result in the creation of a new company named Kakuyasu
Co., Ltd. that will take over the Company’s rights and obligations related to all its
operations except those related to the management of its subsidiaries and affiliates.
The reason for the company split is as follows:１．

Reason for incorporation-type company split
On December 23, 2019, the Company was listed in the 2nd Section of the Tokyo

Stock Exchange. The Company’s management philosophy is centered around its
determination and preparedness to meet any customer demand. The Company’s
stores are named Anything Liquor Store Kakuyasu, reflecting the philosophy.
On going public, the Company formed a growth strategy to transform into a“deliveryplatformcompany”

byutilizing

itsestablisheddistributioninfrastructure. The Company also aims to expand the “Kakuyasu model” tomajor cities beyond Tokyo and its surrounding prefectures. On May 1, 2020, theCompany acquired Sannoh Co.,Ltd. in Fukuoka, marking the first step ofexpansion into regional cities.
The domestic liquor market is on a downward trend and is facing a major
turning point due to the coronavirus pandemic. The Company expects thatchanges in the business environment will accelerate.
To achieve sustainable growth in this environment, the Company believes it
needs to create a flexible and dynamic management structure that allows it toquickly respond to rapidly changing market environments. The Company has
thus decided to establish a holding company structure.
The new structure will clearly separate the Kakuyasu Group’s strategic
management function and business execution function. As a result, theoperating company will have the responsibility and authority to establish aflexible business structure that enables it to respond to changes. This allows thecompany to execute business operations efficiently and meet customerexpectations. The holding company aims to develop management strategies forsustainable growth of the Group. It plans to consolidate operations within theGroup to strengthen and streamline the management infrastructure.
Additionally, the holding company will create a system that allows it to boldly
allocate resources to growth areas. It will accelerate the expansion of the[Translation]business domain by taking advantage of business and capital alliances and M&A.
2.

Outlines of incorporation-type company split
Kakuyasu Co., Ltd. (the business name will change to Kakuyasu Group Co.,
Ltd. on October 1, 2020; hereinafter “KYG”) will undergo an incorporation-typecompany split (hereafter “the Split”) to allow a new company named Kakuyasu
Co., Ltd. (hereinafter “KY”) to take over KYG’s rights and obligations related toall its operations except those related to the management of its subsidiaries andaffiliates (hereinafter “the Operations”) and will prepare a plan for an
incorporation-type company split (hereinafter “the Plan”). The following text
outlines the details of the Plan.
Articles 1. (Matters about KY stated in the articles of incorporation)
1. KY’s purpose, business name, head office address, number of authorizedshares, and other matters shall be stated in the Articles of Incorporation.
2.

The address of KY’s head office shall be 2-3-1 Toshima, Kita-ku, Tokyo.

Article 2. (KY's directors and auditors at incorporation)
KY's directors and auditors at incorporation shall be as follows:(1) Directors at incorporation: Junichi Sato, Nobuhiko Sekiguchi, Kimikazu
Kirihara, Yoshio Suda, Katsumi Tanahashi(2) Auditor at incorporation: Akihiko Tajima
Article 3 (Rights and obligations to be succeeded to by the Company)
1. KYG shall transfer its assets, liabilities, employment contracts, and otherrights and obligations related to the Operations to KY on the establishment
date set out in Article 6. These rights and obligations shall be based on thebalance sheet and other financial statements as of March 31, 2020, and shallreflect any increases or decreases up to the date immediately preceding theestablishment date mentioned in Article 6 (the details are set out inAttachment 2). KY shall take over the assets, liabilities, employment contracts,
and other rights and obligations.
2. The liabilities that KY takes over from KYG shall be jointly and severally
assumed by KY. After the Split, KYG shall be liable for the liabilities jointly
and severally with KY.
Article 4 (Number of shares that KY shall deliver at the time of the Split)
At the time of the Split, KY shall issue 500 common shares and deliver all ofthem to KYG as payment for the rights and obligations set forth in paragraph[Translation]
1 of the preceding article.
Article 5 (Amounts of KY’s capital and reserves)
The amounts of KY's capital and reserves shall be as follows:(1) Amount of capital: Ten million (10,000,000) yen(2) Amount of legal capital surplus: Ten billion (1,000,000,000) yen or theamount of change in shareholder's equity, etc. set forth in Article 49,
Paragraph 1 of the Corporate Accounting Rules minus the amount specified in(1), whichever is smaller(3) Amount of legal retained earnings: 0 yen
Article 6 (Date of establishment of the company incorporated throughincorporation-type company split)
The date of establishment of KY (hereinafter "the Establishment Date") shallbe October 1, 2020. KYG may change the Establishment Date as necessary
according to the progress in the procedure.
Article 7 (Resolution to approve the Split, etc.)
KYG shall approve the Plan at its shareholders’ meeting and implement othernecessary procedures in accordance with applicable laws and regulations by
the date immediately preceding the Establishment Date set forth in Article 6.
Article 8 (Duty not to compete)
KYG shall not be obligated to avoid competition in the Operations taken overby KY.
Article 9 (Change to the Plan, etc.)
KYG may modify the Plan and cancel the Split if its financial position orbusiness situation undergoes significant changes due to acts of God or othercauses or if any issues arise that may hinder the Split process from thecreation of the Plan to the Establishment Date.
Article 10 (Effectiveness of the Plan)
If the Plan fails to gain approval from the shareholders’ meeting mentioned inArticle 7 or the regulatory authorities set forth in relevant laws andregulations, it shall become invalid.
Article 11 (Matters not stipulated in the Plan)
Necessary matters related to the Split, other than those set forth in the Plan,
shall be determined according to the Plan’s purpose.
May 25, 2020

[Translation]

Proposal 2: Partial Amendment to the Articles of Incorporation
The Company requests changes in Article 1 and Article 2, effective October 1, 2020,
provided that the company split described in Proposal 1 takes effect, and otherchanges effective June 26, 2020. The reasons are as follows.
1. Reasons for proposal1) After the reorganization, the Company will control or manage othercompanies engaged in business activities and plans to change Article 1(Trade name) and Article 2 (Purpose) accordingly.
2) The Company plans to make it possible to purchase treasury shares flexibly
by resolution of the Board of Directors. To do so, the Company intends to addArticle 7 (Purchase of treasury shares) and move all articles that follow
down by one position. Additionally, the Company intends to modify thephrasing of Article 39 (Decision-making body about dividends, etc.) thatcurrently exists.
2. Details of amendments(The changes are underlined.)
Current Articles ofIncorporation(Trade name)
Article 1.
(Purpose)

Article 2.

The trade name of theCompany shall be Kakuyasu
Co., Ltd.

The purpose of the Company
shall be to engage in thefollowing businesses.

Changes proposed(Tradename)
Article 1.
(Purpose)

Article 2.

The trade name of the Company shall beKakuyasu Group Co., Ltd.
The purpose of the Company shall be to
hold shares or equity of companies(including foreign companies) engaged inbusinesses set out in each item below andother entities to control or manage theirbusiness activities.

[Translation]
1.
2.
3.

4.

5.

6.

7.

8.
9.

10.
11.
12.
13.
14.
15.

Retailbusinessthat
delivers goods or sell themat stores
Deliveryserviceorservices at stores
Online sales and catalog
mail order business, andintermediaryservicethereof
Retail sale, wholesale
sale, and collection ofliquors
andtheircontainers,andintermediaryservicethereof
Sale of beverages, food,andseasonings,
andintermediaryservicethereof
Saleofflowers,ornaments,
tobacco,books,DVDs,
andstationery,andintermediaryservicethereof
Saleofconsumables,
clothing, daily expendable
items,andcooking
utensils,
andintermediaryservicethereofIssuance and sale of gift
certificates and prepaid
cards, etc.
Planning, development,export, and import ofgoods mentioned in each
item above
Services related to theoperation of restaurants
Services related to themanagement of franchisebusiness
Advertising, ad agency
service,marketing,information provision
Freight
vehicletransportation business
Consigned
freight
forwarding businessAll businesses incidental
or related to the above

1.
2.
3.
4.

5.
6.
7.
8.

9.
10.
11.
12.
13.
14.
15.
16.
17.

18.
19.

20.
21.

22.
23.

Retail business that delivers goods orsell them at stores
Delivery service or services at stores
Online sales and catalog mail orderbusiness, and intermediary service
thereof
Retail sale, wholesale sale, andcollection of liquors and theircontainers, and intermediary service
thereof
Saleofbeverages,
food,andseasonings, and intermediary service
thereof
Sales of flowers, ornaments, tobacco,books, DVDs, and stationery, andintermediary service thereof
Sale of drugs and quasi-drugs andintermediary service thereof
Sale of consumables, clothing, daily
expendable
items,andcooking
utensils, and intermediary service
thereofIssuance and sale of gift certificatesand prepaid cards, etc.
Planning, development, export, andimport of goods mentioned in each item
above
Services related to the operation ofrestaurants
Services related to the management offranchise business
Advertising, ad agency service,
marketing, information provision
Freightvehicletransportation
business
Consigned freight forwarding business
Management consulting
Development, sale, design, andcontract operation of computers,
information processing equipment,
and software related to these products,and consulting about these products
Contract paperwork and businessprocessing in various industries
Outsourcing
relatedtohumanresourcesmanagement,labormanagement, and social and labor
insurance
Real estate sale, rental, management,
and agency service, and building
contractor business
Acquisition,possession,andmanagement of trademark rights,
design rights, and other intellectual
property
Money lending, monetary guarantee,
and investment
All businesses incidental or related tothe above

[Translation]

Current Articles ofChanges proposed

Incorporation2)

The Company may engage in thebusinesses set forth in each item above
and all businesses incidental or related tothem.

(Purchase of treasury shares)
The Company may acquire treasury stock by a
Article 7

resolution of the Board of Directors pursuant
to the provisions of Article 165, Paragraph 2 ofthe Companies Act.

(Organization that determines dividends ofsurplus, etc.)(Organization that determines dividends of surplus, etc.)

The Company shall determine

Article 39

dividends of surplus and other

The Company may determine the distribution

matters specified in the itemsof dividends from surplus and other mattersof Article 459, paragraph (1) ofspecified

theCompanies

Actby

resolution of the Board ofintheitemsofArticle

459,

ArticleParagraph 1 of the Companies Act by a40

resolution of the Board of Directors, without aDirectors, without a resolution

resolution of a shareholder's meeting, unlessof a shareholder's meeting,otherwise

unless otherwise provided forregulations.

by laws and regulations.

providedforbylawsand

[Translation]
Proposal 3: Election of nine (9) DirectorsThe term of the office of all seven (7) incumbent directors will expire at theconclusion of the Annual Meeting of Shareowners. The Company proposes theelection of nine (9) directors.
Meanwhile, three candidates including Yoshiyuki Maegaichi, Kimikazu
Kirihara, and Junichiro Shinozaki will assume office as of October 1, 2020,
subject to the corporate split being effective.
CandidateNo.

StatusName

Current Title

1

Reappointment

Junichi Sato

Representative
Director
andPresident

2

Reappointment

Akihiko Tajima

Director
Executive
President

3

Reappointment

Yoshihiko Namiki

Director4Reappointment

Nobuhiko Sekiguchi

Director

5

Reappointment

Katsuhiko Ikeda

Outside Director

6

Reappointment

Kimio Tsujitani

Outside Director

7

New appointment

Yoshiyuki Maegaichi

Executive Officer8

New appointment

Junichiro Shinozaki

Executive Officer9

New appointment

Kimikazu Kirihara

Executive OfficerandVice