Translation: Please note that the following purports to be an accurately translated
excerpt of the original Japanese version prepared for the convenience of investors
outside Japan. However, in the case of any discrepancy between the translation and
the Japanese original, the latter shall prevail.

Stock Exchange Code: 8252
June 1, 2023
(Start date of measures for electronic provision: May 23, 2023)
3-2, Nakano 4-chome, Nakano-ku, TokyoMARUI GROUP CO., LTD.
Hiroshi Aoi
President and Representative Director

Notice of Convocation of the 87th Ordinary General Meeting of Shareholders
Dear Shareholders:
You are hereby informed that the 87th Ordinary General Meeting of Shareholders of MARUI GROUP CO.,LTD. (the “Company”) will be held as follows.
In convening this Ordinary General Meeting of Shareholders, the Company takes measures for electronic
provision and posts the matters subject to measures for electronic provision on the following websites on theInternet. Please access either of the websites to review the information.
■The Company’s website
https://www.0101maruigroup.co.jp/en/ir/stock/meeting.html■Tokyo Stock Exchange’s website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website above, enter “Marui Group” in “Issue name (company name)” or the Company’s
Stock Exchange Code “8252” in “Code” to search for the relevant entry, select “Basic information” and then“Documents for public inspection/PR information,” and check “Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting” under “Filed information available for public
inspection.”■Net de Shoshu (online notice of convocation, available in Japanese)
https://s.srdb.jp/8252/
You can exercise your votes in writing or via electromagnetic means. The Company respectfully
requests you to view the “Reference Document Concerning the General Meeting of Shareholders”
below and exercise your voting rights on or before 7:00 p.m. (JST) June 26, 2023 (Monday).

(English Translation)― 1 ―PARTICULARS

1. Date and Time of the Meeting:

Tuesday, June 27, 2023 at 10:00 a.m.
(Reception commences at 9:00 a.m.)

2. Place of the Meeting: 3rd Floor of the Head Office of MARUI GROUP CO., LTD.
at 3-2, Nakano 4-chome, Nakano-ku, Tokyo, Japan
3. Matters to be Addressed at the Meeting:
Matters to be Reported:
1. Report on the Business Report, the Consolidated Financial Statements andthe Non-Consolidated Financial Statements for the 87th Fiscal Year (from
April 1, 2022 to March 31, 2023).
2. Report on the Results of the Audits of Consolidated Financial Statements by
the Accounting Auditor and the Audit & Supervisory Board.
Matters to be Resolved:
Proposal 1: Proposed Disposal of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Six (6) Directors
Proposal 4: Election of One (1) Substitute Audit & Supervisory Board Member- End <Notice>
The General Meeting of Shareholders will be streamed live. During capturing video, although we will
exercise care concerning the privacy of shareholders in attendance, some may unavoidably appear on
camera. We appreciate your understanding.

(English Translation)― 2 ―Notice••

The following items are not included in the documents to be delivered to shareholders who have requested
the delivery of the paper copy in accordance with laws and regulations and Article 16 of the Company’s
Articles of Incorporation. Therefore, these documents are part of the documents audited by the Audit &Supervisory Board Members and the Accounting Auditor in preparing audit reports.
(i) The Consolidated Statement of Changes in Net Assets and the Notes to Consolidated Financial
Statements of the Consolidated Financial Statements(ii) The Non-Consolidated Statement of Changes in Net Assets and the Notes to Non-Consolidated
Financial Statements of the Non-Consolidated Financial Statements
If there is any amendment to the matters subject to measures for electronic provision, the Company will
post such amendment on the websites listed above.
[Electronic provision system and request for the delivery of the paper copy of materials for general meetingsof shareholders (notice of convocation)]
Pursuant to the revision of the Companies Act, materials for the general meetings of shareholders (notice ofconvocation), which were previously sent in a written form, shall be, in principle, provided on the website.
Shareholders who have not made a request for the delivery of the paper copy of materials of the general
meetings of shareholders (notice of convocation) stipulated in the Companies Act by the record date (March31) of the Company’s ordinary general meeting of shareholders and wish to receive the same material in thepaper copy can do so only on this occasion by making a request on the website below.
Request period: 12:00 p.m., June 1, 2023 (Thursday) to 6:00 p.m., June 13, 2023 (Tuesday)
Request website: https://web.0101.co.jp/form2/pub/irmail/soukai87
Shareholders who wish to receive the paper copy of materials for the next general meeting of shareholders
as before are required to follow the procedures for requesting the delivery of the paper copy. Regarding theprocedures, please contact the Company’s shareholder register administrator, Mitsubishi UFJ Trust andBanking Corporation, as stated below or the securities company at which you have an account.
For inquiry:
Mitsubishi UFJ Trust and Banking Corporation, Corporate Agency Division
Dedicated number for measures for electronic provision: 0120-696-505 (operating hours: 9:00 a.m. to
5:00 p.m. excluding Saturday, Sunday, and holidays)
https://www.tr.mufg.jp/daikou/denshi.html(English Translation)― 3 ―A message to all of our shareholders
Hiroshi Aoi
President and Representative
Director, Representative Executive
Officer, CEO
Let me begin by expressing my sincere appreciation for your ongoing patronage and support of the
MARUI GROUP.
Since its founding, the Group has established unrivaled advantages and positions with its unique businessmodel merging retailing and finance.
Recently, we are aiming to evolve into an intellectual creation company by promoting investments inintangible assets, evolving our efforts through a new business model consisting of three business pillars:conventional retailing and FinTech and the newly added “forward-looking investments.”
Based on the philosophy of “equate the development of our people with the development of our company,”
we have worked for transformation of the company culture and human development to date.
Through this effort, we are transferring into new management that realizes both the solution of social
issues and profits.
Going forward, we will further increase human capital investment to develop human resources who willbring innovation and make efforts to further enhance corporate value toward realizing the mission of“contributing to co-creating an inclusive society that offers happiness to everyone.” We sincerely ask forcontinued support and encouragement from our shareholders.
June 2023(English Translation)― 4 ―Reference Document Concerning the General Meeting of Shareholders
Proposals and Reference Materials
Proposal 1:

Proposed Disposal of Surplus

The Company considers that returning the profit to the shareholders is one of the important management
priorities, and will implement ongoing, long-term dividend increases.
It is proposed that the year-end dividends for the fiscal year under review be 30 yen per share, including a
special dividend of 1 yen with the abolition of shareholder benefits. Together with the interim dividends of
29 yen which have been paid, the annual payment of dividends for the fiscal year under review shall be 59
yen per share, an increase of 7 yen per share compared with the previous fiscal year, which is the increasein dividends for eleven (11) consecutive fiscal years.
Matters related to the year-end dividend:(1) Type of assets distributed: Cash
(2) Matter related to distribution of cash and total amount:
30 yen per share of common stock of the Company
Total amount: 5,703,390,690 yen(3) Effective date for distribution of surplus: June 28, 2023

(English Translation)― 5 ―Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments(1) The Company has defined corporate value as an overlapped portion of interests and happiness of all
stakeholders, including future generations, and has carried out business activities toward realizing themission of “contributing to co-creating an inclusive society that offers happiness to everyone.”
We declare that these, “Our Aspirations,” are unshakeable into the future and clarify that all businessactivities shall be carried out under our corporate philosophy. For this purpose, the Company shall add“Practice of the Corporate Philosophy” to Article 2 of the current Articles of Incorporation, and thefollowing article numbers will be shifted down as a result.
(2) Given the Company’s present business, we intend to delete part of the items in the purpose and change
the related wording.

(English Translation)― 6 ―2. Contents of the amendments
The contents of the amendments are as follows.
(Underlines indicate amended sections.)
Current Articles of Incorporation
Article 1 (Omitted)(Newly established)

Proposed Amendments
Article 1 (Same as current)(Practice of the Corporate Philosophy)
Article 2 The Company’s mission is to“contribute to co-creating an inclusive societythat offers happiness to everyone” guided by
the management philosophy of “Continue
evolving to better aid our customers” and“Equate the development of our people withthe development of our company.”
That is, the Company shall offer “happiness”
as not only economic affluence but spiritual
affluence through merging finance andretailing and aim to realize a society where all
people, not just some people, can become“happy.”However, it is difficult to realize such a great
mission through the power of the Company
alone. Accordingly, we shall work to realize
the mission through co-creation withcustomers, shareholders and investors,
communities and society, business partners,
and future generations bearing the future.
The Company shall practice co-creation
management with its stakeholders to create
harmony between the “interests” and“happiness” of all stakeholders, aiming toachieve both the solution of social issues andprofits through its business.

(English Translation)― 7 ―Current Articles of Incorporation(Purposes)

Proposed Amendments(Purposes)

Article 2 The Purpose of the Company shall be:
to control and manage the business activities of
the corporations that conduct the following
businesses by owning shares in suchcorporations.
(1) Department store and retail businesses as wellas production, processing, and wholesale ofthe products related to those businesses(2) Sales of alcohol, food, and beverages as well
as operation of restaurants(3) Sales and purchases of used goods, sales ofmonopoly goods and scales, and sales andrepair of hunting guns, air guns, etc.

Article 3 The Purpose of the Company shall be:
to control and manage the business activities of
the corporations that conduct the following
businesses by owning shares in suchcorporations(1) Department store and retail businesses as wellas production, processing, and wholesale ofthe products related to those businesses(2) Sales of alcohol, food, and beverages as well
as operation of restaurants(3) Sales and purchases of used goods and salesof monopoly goods and scales(4) to (20) (Omitted)(4) to (20) (Same as current)

2. The Company may operate businesses listed ineach item of the preceding paragraph and any
and all incidental businesses.

2. The Company may operate businesses listed ineach item of the preceding paragraph and any
and all incidental businesses.

Article 3 to Article 36 (Omitted)

Article 4 to Article 37 (Same as current)(English Translation)― 8 ―Proposal 3:

Election of Six (6) Directors

The term of office of all of the six (6) Directors will expire at the close of this General Meeting.
The Company would like to propose to elect six (6) Directors. If these six (6) candidates are reelected, theratio of the Independent External Directors remains 50%, which will secure transparency of the Board of
Directors and enable continuation of a management structure to further increase our corporate value basedon the viewpoint of stakeholders.
The candidates for Directors are as follows:
Candidate
NumberAttendance at

Positions and Responsibilities the Meetings ofthe Board of
at the Company

Name

Directors

1

Hiroshi Aoi

2

Etsuko Okajima
Female【Reappointment】

President and Representative
Director
Representative Executive
Officer
CEO

10/10
100%

External Director

10/10
100%

External Director

10/10
100%

External Director

10/10
100%

【Reappointment】【Candidate for External Director】【Candidate for Independent Director】【Reappointment】
3

Yasunori Nakagami 【Candidate for External Director】【Candidate for Independent Director】【Reappointment】

4Peter David Pedersen 【Candidate for External Director】【Candidate for Independent Director】

5

Hirotsugu Kato

【Reappointment】

6

Reiko Kojima
Female【Reappointment】

Director, Managing
Executive Officer, and CFO
In charge of IR, Finance,
Sustainability, and ESG
Promotion
Director, Senior Executive
Officer, and CWOGeneral Manager, Wellbeing
Promotion Department

10/10
100%

10/10
100%

(Note) The Company has entered into a directors and officers liability insurance agreement (hereinafter the “D&O insurance”)
with an insurance company as provided under Article 430-3, Paragraph 1 of the Companies Act. Under the agreement, any
damage incurred when a Director or Audit & Supervisory Board Member has assumed liability for damages as a result ofexecution of duties (excluding those that fall under the grounds for exemption as stipulated in the insurance agreement) shallbe compensated. However, in order to ensure that the performance of duties by insured persons is not compromised, there is acertain limit on the amount of compensation. Damages under the said limit will not be covered by the insurance policy. In
addition, the insurance premiums of the D&O insurance have been fully paid by the Company. If each candidate for Director
is elected as a Director and assumes office, every such Director will be insured by the D&O insurance. The Company plans torenew the agreement with the same details during their terms of office.

(English Translation)
― 9 ―

Name
(Date of Birth)(Brief History, Positions, and Responsibilities)
Jul. 1986
Apr. 1991

Hiroshi Aoi(January 17, 1961)【Reappointment】

1▸ Attendance at the
Meetings of the Board of
Directors: 10 out of 10(100%)

Joined the Company
Director and General Manager, Sales Planning
Headquarters
Apr. 1995
Managing Director and Deputy General Manager,
Sales Promotion Headquarters and General
Manager, Sales Planning Division
Jan. 2001
Managing Director and General Manager, Sales
Promotion Headquarters
Jun. 2004
Executive Vice President and Representative
Director
Apr. 2005
President and Representative Director
Oct. 2006
President and Representative Director,
Representative Executive Officer
Apr. 2019
President and Representative Director,
Representative Executive Officer, CEO(Incumbent)
Oct. 2022
Director, Aoi Scholarship Foundation(Incumbent)
Important Positions at Other Organizations Concurrently
AssumedDirector, Aoi Scholarship Foundation

Number of
Shares Held

1,556,500

Reasons for nomination as a candidate for Director
Mr. Hiroshi Aoi has properly operated the Board of Directors as
the chairman and duly performed his supervisory functions forimportant management decision making and operational
execution as President and Representative Director of theCompany since 2005. He has ample business experience andknowledge as a corporate manager, and has controlled overall
operation of the Group and performed his duties properly asGroup Representative Executive Officer. Based on the above
reasons, the Company believes that he can fully perform his
functions for long-and medium-term improvement in corporate
value of the Company. Therefore, the Company has nominatedhim as a candidate for a Director.
Note: The Company provides the Aoi Scholarship Foundation for which Mr. Hiroshi Aoi serves as Director with businesssupport through secondment of the Company’s employees as well as donations.

(English Translation)― 10 ―

Name(Date of Birth)(Brief History, Positions, and Responsibilities)
Apr. 1989
Jan. 2001
Jul. 2005

Etsuko Okajima(May 16, 1966)【Reappointment】【Candidate forExternal Director】【Candidate for2

Independent Director】▸ Term of office from theappointment as Directorof the Company to theclose of this Ordinary
General Meeting of
Shareholders: 9 years▸ Attendance at the
Meetings of the Board of
Directors: 10 out of 10(100%)

Joined Mitsubishi Corporation
Joined McKinsey & Company
Representative and CEO, GLOBIS Management
Bank
Jun. 2007
President & CEO, ProNova Inc.
(Incumbent)
Jun. 2014
External Director, the Company (Incumbent)
Important Positions at Other Organizations Concurrently
AssumedPresident & CEO, ProNova Inc.
External Director, LANCERS, Inc.
Outside Director, Yappli, Inc.
Director, euglena Co., Ltd.
Outside Director, SEPTENI HOLDINGS CO., LTD.
External Director, Money Forward, Inc.

Number of
Shares Held0

Reasons for nomination and overview of expected role as a
candidate for External Director

Ms. Etsuko Okajima has ample experience and knowledge
concerning human resource development and startups in addition
to corporate management. She has performed her duties as
External Director of the Company properly by raising questions
and giving advice and opinions from her viewpoint and an
independent, objective position. As the Company believes that
she can contribute to the reinforcement of supervisory function
for management of the Company, the Company has nominatedher as a candidate for an External Director. The Company
expects her to continue fulfilling the above roles after being
elected.
Notes: 1. Ms. Etsuko Okajima is a candidate for External Director and the Company has submitted a notification designating
her as an independent director to Tokyo Stock Exchange, Inc.
2. Ms. Etsuko Okajima is a Director of euglena Co., Ltd. with which the Company has formed a business and capitalalliance and the Company has approximately 1.8% of the total number of issued shares of the same company as ofMarch 31, 2023. In addition, the Company purchases biofuel and other products from the same company. However,the purchase amount was 3.25 million yen for the most recent fiscal year, and she therefore satisfies the “Criteria for
Independence for External Directors and Audit & Supervisory Board Members” of the Company. Please see page 17
for the “Criteria for Independence for External Directors and Audit & Supervisory Board Members” of the Company.
3. Ms. Etsuko Okajima’s name on the family register is Ms. Etsuko Mino.
4. The Company has entered into a liability limiting agreement with Ms. Etsuko Okajima under which her liability shallbe limited to the higher of a predetermined amount of 10 million yen or the amount set by the laws and regulations.
In the event that Ms. Etsuko Okajima is reelected as External Director, the Company plans to continue the liability
limiting agreement with her.

(English Translation)― 11 ―

Name(Date of Birth)(Brief History, Positions, and Responsibilities)

Number of
Shares Held

Apr. 1986

Yasunori Nakagami(March 25, 1964)【Reappointment】【Candidate forExternal Director】【Candidate for
Independent Director】

3▸ Term of office from theappointment as Directorof the Company to theclose of this Ordinary
General Meeting of
Shareholders: 2 years▸ Attendance at the
Meetings of the Board of
Directors: 10 out of 10(100%)

Joined Arthur Andersen & Co. (now Accenture
Japan Ltd)
Jul. 1991
Joined Corporate Directions, Inc.
Mar. 2005
Representative Director, Asuka Corporate
Advisory Co., Ltd.
Oct. 2013
Chief Executive Officer, Misaki Capital Inc.
(Incumbent)
Jun. 2021
External Director, the Company (Incumbent)
Important Positions at Other Organizations Concurrently
AssumedChief Executive Officer, Misaki Capital Inc.
Reasons for nomination and overview of expected role as a
candidate for External Director

0

Mr. Yasunori Nakagami has advanced insights in corporate
management with a view toward capital markets that has beendeveloped through ample experience at management consulting
companies and an investment management company. He has
performed his duties as External Director of the Company
properly by raising questions and giving advice and opinionsfrom his viewpoint and an independent, objective position. As theCompany believes that he can contribute to the reinforcement ofsupervisory function for management of the Company, theCompany has nominated him as a candidate for an External
Director. The Company expects him to continue fulfilling theabove roles after being elected.
Notes: 1. Mr. Yasunori Nakagami is a candidate for External Director and the Company has submitted a notification designating
him as an independent director to Tokyo Stock Exchange, Inc.
2. Misaki Capital Inc., where Mr. Yasunori Nakagami serves as Chief Executive Officer, manages investment funds
which hold shares of the Company such as MISAKI ENGAGEMENT MASTER FUND, a principal shareholder of
the Company, but voting rights of the Company’s shares that the same company holds are less than 10% of thestandard stipulated in the “Criteria for Independence for External Directors and Audit & Supervisory Board Members”
of the Company and therefore, he satisfies the criteria. Please see page 17 for the “Criteria for Independence forExternal Directors and Audit & Supervisory Board Members” of the Company.
3. The Company has entered into a liability limiting agreement with Mr. Yasunori Nakagami under which his liability
shall be limited to the higher of a predetermined amount of 10 million yen or the amount set by the laws andregulations. In the event that Mr. Yasunori Nakagami is reelected as External Director, the Company plans to continue
the liability limiting agreement with him.

(English Translation)― 12 ―

Name(Date of Birth)(Brief History, Positions, and Responsibilities)

Number of
Shares Held

Sep. 2000

President, E-Square Inc.
Representative Director, General Incorporated
Association NELIS
Feb. 2020
Professor, Shizenkan University Graduate Schoolof Leadership & Innovation (Incumbent)
Aug. 2020
Representative Director, Specified Nonprofit
Corporation NELIS (Incumbent)
Jun. 2021
External Director, the Company (Incumbent)
Important Positions at Other Organizations Concurrently
AssumedProfessor, Shizenkan University Graduate School of Leadership& Innovation
Representative Director, Specified Nonprofit Corporation NELIS
Independent Outside Member of the Board, Meiji Holdings Co.,
Ltd.
Jan. 2015

Peter David Pedersen(November 29, 1967)【Reappointment】【Candidate forExternal Director】【Candidate for
Independent Director】

4▸ Term of office from theappointment as Directorof the Company to theclose of this Ordinary
General Meeting of
Shareholders: 2 years▸ Attendance at the
Meetings of the Board of
Directors: 10 out of 10(100%)

300

Reasons for nomination and overview of expected role as a
candidate for External Director

Mr. Peter David Pedersen has advanced insights in sustainability
management at the global level that has been developed throughample experience at environmental and CSR consulting
companies. He has performed his duties as External Director of
the Company properly by raising questions and giving advice andopinions from his viewpoint and an independent, objective
position. As the Company believes that he can contribute to thereinforcement of supervisory function for management of theCompany, the Company has nominated him as a candidate for anExternal Director. The Company expects him to continue
fulfilling the above roles after being elected.
Notes: 1. Mr. Peter David Pedersen is a candidate for External Director and the Company has submitted a notification
designating him as an independent director to Tokyo Stock Exchange, Inc.
2. The Company participates in activities held by Specified Nonprofit Corporation NELIS, where Mr. Peter David
Pedersen serves as Representative Director. He had given opinions on sustainability management as Advisor of theCompany until June 2021. The amount of Specified Nonprofit Corporation NELIS activity participation fees paid by
the Company was 1.00 million yen for the most recent fiscal year, and he satisfies the “Criteria for Independence forExternal Directors and Audit & Supervisory Board Members” of the Company. Please see page 17 for the “Criteria
for Independence for External Directors and Audit & Supervisory Board Members” of the Company.
3. Mr. Peter David Pedersen’s name is stated as Pedersen Peter David for registration purposes.
4. The Company has entered into a liability limiting agreement with Mr. Peter David Pedersen under which his liability
shall be limited to the higher of a predetermined amount of 10 million yen or the amount set by the laws andregulations. In the event that Mr. Peter David Pedersen is reelected as External Director, the Company plans tocontinue the liability limiting agreement with him.

(English Translation)― 13 ―

Name(Date of Birth)( Brief History, Positions, Responsibilities, and Important
Positions at Other Organizations Concurrently Assumed, If Any)
Mar. 1987
Apr. 2013
Apr. 2015
Oct. 2015
Jun. 2016

Oct. 2017

Hirotsugu Kato
(July 30, 1963)【Reappointment】

5▸ Attendance at the
Meetings of the Board of
Directors: 10 out of 10(100%)

Apr. 2019

Apr. 2021

Joined the Company
General Manager, Corporate Planning Division
Executive Officer and General Manager,
Corporate Planning Division
Executive Officer and General Manager,
Corporate Planning Division and IR Department
Director and Senior Executive Officer
General Manager, Corporate Planning Division
and IR Department
Director, Senior Executive Officer, and CDO
General Manager, IR Department
In charge of Corporate Planning and ESG
Promotion
Director, Managing Executive Officer, and
CFO
General Manager, IR Department
In charge of Finance, Investment Research,
Sustainability and ESG Promotion
Director, Managing Executive Officer, and
CFO
In charge of IR, Finance, Sustainability and
ESG Promotion (Incumbent)

Reasons for nomination as a candidate for Director
Mr. Hirotsugu Kato has business experience in corporate
planning, finance, IR, etc., and has performed his supervisory
functions properly for important management decision making
and operational execution as Director of the Company since2016. He also has controlled finance, sustainability and ESG
promotion and performed his duties properly as Managing
Executive Officer of the Company. Based on the above reasons,the Company believes that he can fully perform his functions forlong-and medium-term improvement in corporate value of theCompany. Therefore, the Company has nominated him as a
candidate for a Director.
Note: There is no special interest between the candidate and the Company.

(English Translation)― 14 ―

Number of
Shares Held

10,300Name(Date of Birth)( Brief History, Positions, Responsibilities, and Important
Positions at Other Organizations Concurrently Assumed, If Any)
May 2000
Apr. 2002

Reiko Kojima(September 26, 1975)【Reappointment】

6▸ Attendance at the
Meetings of the Board of
Directors: 10 out of 10(100%)

Company Physician, Furukawa Electric Co., Ltd.
Outpatient Physician, Department of
Psychosomatic Medicine, Yokohama Rosai
HospitalMar. 2010
Acquisition of Doctor of Medicine
Apr. 2011
Company Physician (Incumbent)
Apr. 2014
General Manager, Health Management Division
Apr. 2019
Executive Officer, General Manager, HealthManagement Division
Apr. 2020
Executive Officer, General Manager, Wellness
Promotion Department
May 2021
Executive Officer, CWO (Chief Well-being
Officer), General Manager, Wellness Promotion
Department
Jun. 2021
Director, Executive Officer, CWO, General
Manager, Wellness Promotion Department
Apr. 2022
Director, Executive Officer, CWO, General
Manager, Wellbeing Promotion Department
Apr. 2023
Director, Senior Executive Officer, CWO,General Manager, Wellbeing Promotion
Department (Incumbent)
Reasons for nomination as a candidate for Director

Number of
Shares Held

Ms. Reiko Kojima has ample experience as a physician, Doctorof Medicine and company physician, and has performed hersupervisory functions properly for important management
decision making and operational execution as Director of theCompany since 2021. She also has performed her duties properly
in promoting wellbeing-oriented management to seek happinessof people, organization and society as Senior Executive Officer
and CWO. Based on the above reasons, the Company believes
that she can fully perform her functions for long-and mediumterm improvement in corporate value of the Company. Therefore,
the Company has nominated her as a candidate for a Director.
Note: There is no special interest between the candidate and the Company.

(English Translation)― 15 ―

700

Proposal 4: Election of One (1) Substitute Audit & Supervisory Board Member
The resolution of electing Mr. Akira Nozaki as a Substitute Audit & Supervisory Board Member made at the86th Ordinary General Meeting of Shareholders of the Company held on June 28, 2022 will be in effect until
the start of this General Meeting.
For the purpose of preparing for the case in which the number of Audit & Supervisory Board Member falls
below the minimum number stipulated in the laws and regulations, the Company would like to propose toelect one (1) Substitute Audit & Supervisory Board Member. Furthermore, the Audit & Supervisory Board
has consented to this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of Birth)

Akira Nozaki(November 20, 1957)【Candidate for
Substitute External
Audit & Supervisory
Board Member】【Candidate for
Independent Audit &Supervisory Board
Member】(Brief History and Important Positions at Other Organizations Concurrently
Assumed, If Any)
Apr. 1988
Jun. 2015
Jun. 2017

Number of
Shares Held

Registered as Attorney
External Director, ICHIKAWA CO., LTD. (Incumbent)
Audit & Supervisory Board Member, J-OIL MILLS, Inc.
(Incumbent)

Reasons for nomination as a candidate for Substitute External Audit &Supervisory Board Member

0

The Company believes that he can carry out audit of the Company based on
his legal knowledge and experience obtained through his long-term practiceas a lawyer. Therefore, the Company has nominated him as a candidate for a
Substitute External Audit & Supervisory Board Member.

Notes: 1. There is no special interest between the candidate and the Company.
2. Mr. Akira Nozaki is a candidate for Substitute External Audit & Supervisory Board Member of the Company. In theevent that his election is approved and he assumes the post of External Audit & Supervisory Board Member, theCompany plans to submit an Independent Officer Registration Statement to the Tokyo Stock Exchange, Inc. thatdesignates him as an independent audit & supervisory board member.
3. In the event that Mr. Akira Nozaki is elected and assumes the post of External Audit & Supervisory Board Member,the Company plans to enter into a liability limiting agreement with Mr. Akira Nozaki under which his liability shallbe limited to the higher of a predetermined amount of 10 million yen or the amount set by the laws and regulations.
4. The Company has entered into a directors and officers liability insurance agreement (hereinafter the “D&O
insurance”) with an insurance company as provided under Article 430-3, Paragraph 1 of the Companies Act. Under
the agreement, any damage incurred when a Director or Audit & Supervisory Board Member has assumed liability
for damages as a result of execution of duties (excluding those that fall under the grounds for exemption as stipulated
in the insurance agreement) shall be compensated. However, in order to ensure that the performance of duties by
insured persons is not compromised, there is a certain limit on the amount of compensation. Damages under the said
limit will not be covered by the insurance policy. In addition, the insurance premiums of the D&O insurance havebeen fully paid by the Company. If Mr. Akira Nozaki assumes the post of Substitute External Audit & Supervisory
Board Member, he will be insured by the D&O insurance.

(English Translation)― 16 ―

Criteria for Independence for External Directors and Audit & Supervisory Board Members
MARUI GROUP aims to ensure the appropriate levels of objectivity and transparency necessary for effective
corporate governance. For this reason, it has established the following criteria for determining theindependence of External Directors, External Audit & Supervisory Board Members, and candidates for thesetwo positions. Individuals that meet all of these criteria are judged to be sufficiently independent from theCompany.
1. The individual must not be a person involved in operation*1 of the Company, its subsidiaries, or its
affiliates and must not have been a person involved in operation during the past ten (10) years.
2. The individual must not be a major supplier*2 of the Company, its subsidiaries, or its affiliates or aperson involved in operation of a major supplier.
3. The individual must not be a major customer*3 of the Company, its subsidiaries, or its affiliates or aperson involved in operation of a major customer.
4. The individual must not be a major shareholder of the Company possessing direct or indirect holdings
equating to 10% or more of voting rights, or a person involved in operation of a major shareholder.
5. The individual must not be a person involved in operation of an entity in which the Company, its
subsidiaries, or its affiliates possesses direct or indirect holdings equating to 10% or more of the total
voting rights of such entity.
6. The individual must not be a consultant, a certified public accountant or other accounting specialist,
or a lawyer or other legal specialist receiving large amounts of monetary payments or other financial
assets*4 from the Company, its subsidiaries, or its affiliates that are separate from the compensation
paid for services as a Director or Audit & Supervisory Board Member. The individual also must notbelong to a company or other organization that receives such payments or assets.
7. The individual must not receive large amounts of monetary payments or other financial assets*4 as
donations from the Company, its subsidiaries, or its affiliates and must not belong to a company orother organization that receives such donations.
8. The individual must not be the accounting auditor of the Company. The individual also must notbelong to a company or other organization that serves as the accounting auditor of the Company.
9. The individual must not have been applicable under Items 2. to 8. during the past five (5) years.
10. The individual must not be a relative*5 of an individual that qualifies under Items 2. to 8. (onlyapplicable to relatives of important persons involved in operation*6 for all items except Items 6. and
8.).
11. The individual must not be a person involved in operation of another company with which theCompany is in interrelationship of external officers*7.
*1 A “person involved in operation” is defined as an executive director, executive officer, or employee with operational
execution responsibilities of a stock company; a director of a non-company legal entity or organization; or individuals
serving persons in similar positions or at similar companies, non-company legal entities, or organizations.
*2 A “major supplier” is defined as an entity that fulfills one of the following conditions:a. A supplier group (the corporate group to which the supplier that serves as the direct transaction counterparty
belongs) that provides products or services to the Company, its subsidiaries, or its affiliates and for whichtransactions with the Company, its subsidiaries, and its affiliates equated to 10 million yen or more and represented
more than 2% of the total consolidated net sales (the total consolidated operating revenue) or transaction revenuesof the supplier group in the most recently completed fiscal year.
b. A supplier group with which liabilities of the Company, its subsidiaries, or its affiliates are associated and for which
the applicable liabilities equated to 10 million yen or more and represented more than 2% of the consolidated total
assets of the supplier group as of the end of the most recently completed fiscal year.

(English Translation)― 17 ―

*3 A “major customer” is defined as an entity that fulfills one of the following conditions:a. A customer group (the corporate group to which the customer that serves as the direct transaction counterparty
belongs) to which the Company, its subsidiaries, or its affiliates provide products or services and for which the total
amount of transactions with the customer group equated to 10 million yen or more and represented more than 2%of the total consolidated operating revenue of the Company in the most recently completed fiscal year.
b. A customer group possessing liabilities that are associated with the Company, its subsidiaries, or its affiliates andthat equated to 10 million yen or more and represented more than 2% of the consolidated total assets of the Company
as of the end of the most recently completed fiscal year.
c. A financial group (the financial group to which the customer that serves as the direct transaction counterparty
belongs) from which the Company, its subsidiaries, or its affiliates procure funds through borrowings and fromwhich the total amount of funds borrowed represented more than 2% of the consolidated total assets of the Company
as of the end of the most recently completed fiscal year.
*4 A “large amount of monetary payments or other financial assets” means monetary payments or other financial assets,
the total amount of which is 10 million yen or more within the most recent fiscal year.
*5 A “relative” means a spouse of, and any family member who has relation within the second degree with, the individual.
*6 “Important persons involved in operation” refers to directors, executive officers, and employees with operational
execution responsibilities ranked as division manager or higher, or individuals with similar operational execution
authority.
*7 “Interrelationship of external officers” refers to a relationship whereby a person involved in operation of the Company,
its subsidiaries and its affiliates serves as an external officer of another company, and a person involved in operation of
the said company serves as an external officer of the Company.

End(English Translation)― 18 ―

[Reference] Officer Skill Matrix
The Group has decided that there were 14 skills*1 comprising shared skills and unique skills required forachieving the desired impact through the advancement of its management and medium-term management
plan. The table below clarifies skills held by each officer in light of their experience, knowledge and abilities,
and shows overall strengths held by each officer using the CliftonStrengths®*1 assessment developed by
Gallup, Inc., of the United States.
⚫

Shared Skills: Common skills required for the Board of Directors to appropriately fulfill its function⚫

Unique Skills: Unique skills necessary for implementing the medium-term management plan
The CliftonStrengths®: 34 strengths and four domains that represent personal qualities*1 Basis for the skills held by each officer and details on CliftonStrengths® are described on the Company’s website.
https://www.0101maruigroup.co.jp/ir/pdf/general_meeting/no87_skill_matrix.pdf©2021 Gallup, Inc. Unauthorized reproduction and replication is prohibited. Gallup®, StrengthsFinder®, CliftonStrengthsFinder®, and the names of the 34 Clifton StrengthsFinder are trademarks of Gallup, Inc.

Name

Shared Skills

Yasunori
Nakagami●●Peter David
Pedersen●●

Hirotsugu Kato

●

●

●

Hajime Sasaki●●● ● ● ● ● ● ● ● ●
● ● ●

● ●

● ● ● ●●●● ● ●● ● ● ● ●●Hitoshi Kawai

Fintech● ● ●Investments instart-up companies
New businessdevelopment●

Retailing●

Digitaltransformation

Etsuko Okajima

Well-being●

Sustainability●

Innovation●

Risk management

Finances

Corporate
governance

Human resource
management
Management
strategy
formulation

Corporate
management

Hiroshi Aoi

Reiko Kojima

CliftonStrengths®

Unique Skills

●
●

● ●

● ● ● ●
● ● ●
● ● ●

Yoko Suzuki● ●HiroakiMatsumoto

● ● ●

● ●
●

(English Translation)― 19 ―

Domain of Overall Strengths:
Top 5 CliftonStrengths®

1. Futuristic, 2. Ideation
3. Learner, 4. Belief
5. Individualization
1. Activator, 2. Communication
3. Maximizer, 4. Individualization
5. Achiever
1. Strategic, 2. Activator
3. Ideation, 4. Futuristic
5. Command
1. Strategic, 2. Input
3. Futuristic, 4. Responsibility
5. Connectedness
1. Harmony, 2. Analytical
3. Responsibility, 4. Consistency
5. Individualization
1. Maximizer, 2. Learner
3. Arranger, 4. Achiever
5. Self- Assurance
1. Ideation, 2. Responsibility
3. Deliberative, 4. Strategic
5. Arranger
1. Maximizer, 2. Strategic
3. Ideation, 4. Adaptability
5. Relator
1. Positivity, 2. Includer
3. Achiever, 4. Communication
5. Strategic
1. Harmony, 2. Responsibility
3. Consistency, 4. Discipline
5. Deliberative

The Company has introduced an Executive Officer System. Shared skills, unique skills andCliftonStrengths® of Executive Officers not concurrently serving as Directors are as follows:
Name

Shared Skills

● ●
● ●

●

● ●

● ●

● ●

● ●

●

Akikazu Aida● ●● ● ● ●

● ●Takeshi Ebihara●●

Masahisa Aoki

●

● ● ●

Yuko Ito●● ●Mayuki Igayama

●

●

● ●
●

● ● ● ●●●●
● ● ● ●

Tatsuo Niitsu
Ayumi
Hiromatsu● ● ●●Jiro Ishioka
Takahiro
Matsumoto

●
●

● ●
●

Yuko Shiota
Atsushi Nagasao

Investments in start-up
companies
New businessdevelopment

Masahiro Aono●

Fintech● ●Retailing

Yoshinori Saito● ●Digital transformation●

Well-being

Tomoo Ishii

Sustainability● ● ● ●

Innovation● ●Risk management

Finances

Corporate governance

Human resource
management
Management strategy
formulation
Corporate
management

Masao
Nakamura●

CliftonStrengths®

Unique Skills

●

●

● ●
● ●

Takeaki Yamane(English Translation)― 20 ―●

Domain of Overall Strengths:
Top 5 CliftonStrengths®

1. Individualization, 2. Arranger
3. Maximizer, 4. Woo
5. Communication
1. Analytical, 2. Significance
3. Responsibility, 4. Restorative
5. Relator
1. Consistency, 2. Harmony
3. Analytical, 4. Significance
5. Relator
1. Positivity, 2. Maximizer
3. Ideation, 4. Intellection
5. Woo1. Woo, 2. Achiever
3. Communication, 4. Positivity
5. Analytical
1. Harmony, 2. Responsibility
3. Positivity, 4. Includer
5. Restorative
1. Positivity, 2. Maximizer
3. Harmony, 4. Individualization
5. Includer
1. Discipline, 2. Analytical
3. Deliberative, 4. Focus
5. Responsibility
1. Analytical, 2. Ideation
3. Achiever, 4. Arranger
5. Responsibility
1. Individualization, 2. Ideation
3. Arranger, 4. Maximizer
5. Futuristic
1. Ideation, 2. Responsibility
3. Belief, 4. Harmony
5. Consistency
1. Strategic, 2. Maximizer
3. Learner, 4. Achiever
5. Ideation
1. Harmony, 2. Achiever
3. Deliberative, 4. Analytical
5. Responsibility
1. Learner, 2. Intellection
3. Achiever, 4. Significance5. Context
1. Harmony, 2. Analytical
3. Maximizer, 4. Relator
5. Positivity
1. Analytical, 2. Deliberative
3. Relator, 4. Individualization
5. Competition

(Attached Materials)

Business Report(For the fiscal year from April 1, 2022 to March 31, 2023)
1. Information on the Status of Marui Corporate Group(1) Development of the Businesses of the Corporate Group and Financial Results
Consolidated financial results
During the fiscal year under review, total group transactions increased by 17% or 583.8 billion yen
from the previous fiscal year to 3,957.3 billion yen, hitting a record high. The result is due to the growthin credit card transaction volume in the FinTech business which drove the overall result.
Revenue increased by 4% from the previous fiscal year to 217.9 billion yen. Operating income
increased by 5% from the previous fiscal year to 38.8 billion yen, and net income attributable to ownersof parent increased by 21% from the previous fiscal year to 21.5 billion yen, resulting in increased revenue
and income for two consecutive years.
EPS (earnings per share) came to 109.4 yen (increased by 27%, or 23.6 yen, from the previous fiscal
year), exceeding the year-earlier result due to increased income and capital measures. ROE (return on
equity) came to 8.5% (increased by 2.0% from the previous fiscal year), more than the cost of shareholders’equity of 8.1%. ROIC (return on invested capital) was 3.5% (increased by 0.2% from the previous fiscal
year), roughly in line with the weighted average cost of capital (WACC: 3.5%).
(Consolidated financial results for the fiscal year ended March 31, 2023)
Fiscal year ended
March 31, 2022
EPS (Yen)ROE (%)ROIC (%)

Total Group Transactions
Revenue
Gross Profit
Selling, General and
Administrative Expenses
Operating Income
Ordinary Income
Net Income Attributableto Owners of Parent

85.8
6.5
3.3

Fiscal year ended
Increase (Decrease) fromYear on Year
March 31, 2023
the previous fiscal year

(Billionsof yen)3,373.4
209.3
181.1

109.4
8.5
3.5
(Billionsof yen)3,957.3
217.9
191.7

144.3

127
－
－
(%)

23.6
2.0
0.2
(Billionsof yen)

117
104
106

583.8
8.5
10.7

153.0

106

8.7

36.8
35.5

38.8
36.4

105
102

2.0
0.8

17.8

21.5

121

3.7

(English Translation)― 21 ―

Special factors for change in operating income
Of selling, general and administrative expenses, fixed costs during the store closing period, etc. following
the issuance of the state of emergency declaration as a measure against the spread of COVID-19 werereclassified as extraordinary loss in the previous fiscal year. However, fixed costs are not reclassified as
extraordinary loss in the fiscal year under review as there is no store closing period, etc., and consequently,
selling, general and administrative expenses increased, causing operating income to decrease (1.1 billion
yen).
Income on transfer of receivables through the liquidation of receivables (6.4 billion yen) increased by 0.8
billion yen from the previous fiscal year, while depreciation and expenses, etc. (6.0 billion yen) increasedby 1.1 billion yen, resulting in a 0.3 billion yen decrease in operating income.
Substantial operating income, excluding the special factors mentioned above, increased by 3.4 billion
yen from the previous fiscal year, comprising a 2.7 billion yen increase in the retailing segment and a 1.6
billion yen increase in the FinTech segment.
Retailing segment
Positioning stores as a platform for marriage of online and offline aimed at creating the unique value that
only physical stores can, we promoted introduction of direct-to-consumer (D2C) brands that are notfocused on the sales of goods and services and experience-providing tenants such as those offeringinternet services, in an effort to expand stores that “do not sell.” We also held various events at stores
themed on anime, games, food, cosmetics, and others, driving transformation to “eventful stores” where
those events motivate customer visits. As a result, tenant area of non-product sales category expanded toaccount for 56% of the entire store area, an increase by 6% from the previous fiscal year.
For e-commerce, in addition to expanding event-type e-commerce collaboration with stores, we increased
web-related professionals to improve the user interface and user experience of our e-commerce sites. As
a result, the number of visitors and transaction volume of the e-commerce sites improved year on year
for five consecutive quarters from the fourth quarter of the previous fiscal year and the transaction volumeof the e-commerce site amounted to 20.6 billion yen, an increase by 11% from the previous fiscal year.
Furthermore, as there were no store closures as measures to prevent the spread of COVID-19 this year
and restrictions of movement were relaxed, customer footfall has significantly exceeded that of theprevious fiscal year, resulting in higher transaction volume.
As a result, operating income in the retailing segment increased by 84% from the previous fiscal year to
3.6 billion yen, resulting in an increase by 1.6 billion yen from the previous fiscal year and recording
increased income for two consecutive years.

(English Translation)― 22 ―

FinTech segment
In the fiscal year under review, since restrictions of movement due to COVID-19 were relaxed, strong
growth was seen in travel and entertainment. In addition, through approaches for maximization ofhousehold share, which have been strategically underway, recurring payments such as for rent and utilities
have remained steady. As a result, credit card transaction volume reached a record high of 3,623.0 billion
yen, an increase of 18% from the previous fiscal year.
In addition, transaction volume of installment and revolving payments increased to 341.1 billion yen, a
17% increase from the previous fiscal year and balance of installment and revolving payment including
liquidated receivables reached a record high of 399.1 billion yen, an 8% increase from the previous fiscal
year
The number of new EPOS cardholders has been recovering both through applications at commercial
facilities and through online applications. In addition, applications for membership by taking theopportunity of receiving rent guarantees also remained favorable, the number of cardholders reached 740
thousand, an increase by 130 thousand from the previous fiscal year, and the number of card memberships
as of the fiscal year-end reached a record high of 7,310 thousand members, an increase by 170 thousand
from the previous fiscal year. Collaboration with commercial facilities to expand the number of EPOS
cardholders across Japan resulted in collaboration with 41 facilities (an increase by 3 facilities from theprevious fiscal year). We will increase the value of these facilities with the use of the credit cards, incollaboration with the facilities.
In regard to credit cards that “support for individual preferences” such as our anime and other contentrelated cards, the entire Group engaged in highly unique initiatives such as events at stores and operationof a fan club website and has strengthened such efforts with Gold cards which have driven businessgrowth to date. Young people make up a higher percentage of holders of the credit cards that offer“support for individual preferences” than general credit cards, leading to higher LTV (lifetime value).
The number of new holders of credit cards that offer “support for individual preferences” reached 270
thousand, an increase by 130 thousand from the previous fiscal year and expanded to 37% of all new
memberships, an increase by 16 percentage points from the previous fiscal year.
As a result of these efforts, operating income in the FinTech segment for the fiscal year under review
increased by 3% to 42.5 billion yen, an increase of 1.3 billion yen from the previous fiscal year.
Indicator showing LTV stability
With a transformation in the existing business model, the Group’s earning structure showed an increase
in recurring revenue such as revenue on real estate of stores and credit card processing fees, which
accounts for a larger portion of sales and profits.
From recurring revenue generated on an ongoing basis in accordance with contracts with customers andbusiness partners, future earnings for the next and subsequent fiscal years may be deemed as contracted
future recurring profit, which can be used as an indicator measuring the stability of profits. We consider
this indicator as an important element for the Company’s management with a priority on LTV from along-term view.
In the fiscal year under review, recurring revenue amounted to 131.9 billion yen (an increase by 3% fromthe previous fiscal year), and the ratio of recurring gross profit to total gross profit was 67.0% (a decreaseby 1.8% from the previous fiscal year). In addition, contracted future recurring profit as of the end of the
fiscal year under review amounted to 357.5 billion yen (an increase by 6% from the previous fiscal year),and future earnings of roughly 1.8 times as high as the gross profit posted in the fiscal year under review
can be expected.

(English Translation)― 23 ―

(Segment Information)
Category(Millions of yen)
Retailing
Segment

FinTechSegment

Total

Adjustments

Consolidated

Revenue
To Outside Customers

69,260148,593

217,854－

217,854

Inter-Segment Revenueor Transferred Revenue

6,562

2,039

8,601

(8,601)－

Total

75,823

150,633

226,456(8,601)

217,854[Year on Year (%)]

[97.4][109.0][104.8][－][104.1]

Segment Profit

3,614

42,48346,098(7,327)

38,771[Year on Year (%)]

[184.1][103.1][106.8][－][105.4]

4.8

28.2

－

－

17.8

Operating Margin (%)(Details of Total Group Transactions)Category

Total Transactions(Millions of yen)

Composition
Ratio (%)

Year on Year (%)

Rent revenues and others
200,659
5.1
118.2
Product sales
2,855
0.1
48.1
Contracted sales
21,5200.5
114.8
Consignment sales
28,426
0.7
93.9
Retailing-related services
19,3090.5
94.2
Retailing segment272,772
6.9
111.2
Credit card transaction
3,623,004
91.6
117.8
Cash advances
126,851
3.2
109.8
IT and others
8,991
0.2
99.9
FinTech segment
3,758,847
95.0
117.4
Eliminations(74,338)
(1.9)
－
Total
3,957,281
100.0
117.3
Note:
Total transactions for retailing-related services include interior design and furnishing for retail stores,
publicity and advertising, distribution/logistics for fashion goods, while IT and others includes IT
systems services, and the management and maintenance of buildings and rent on real estate, etc.
(2) Capital Investments
The capital investments of the Group were mainly for the renovation of sales floors at stores andinvestment in system infrastructure. The total expenditures on capital investments during the fiscal year
under review amounted to 9,611 million yen.
(3) Fund Procurement
The Group raises funds with the highest priority given to financial safety, while making efforts to lengthen
its funding period and diversifying its maturity dates as well as funding methods.
During the consolidated fiscal year under review, the Group raised funds of 89.5 billion yen in loans fromfinancial institutions and 40.2 billion yen from the issuance of bonds in response to an increase inoperating receivables in the FinTech segment and the repayment of loans, etc. Additionally, the Group
increased the amount of funds raised through the liquidation of receivables by 76.8 billion yen.

(English Translation)― 24 ―

(4) Issues to be Addressed■ Current initiatives
Since its founding in 1931, the Group has evolved its unique business model merging retailing andfinancial service, and established its strength and position not found in other companies. Recently, we
newly added forward-looking investments consisting of co-creative investment and investment in new
businesses. With a business model that integrates the three pillars consisting of retailing, FinTech, andforward-looking investments, we aim to further increase our corporate value.
The Group’s mission is to create together with stakeholders an inclusive society that offers happinessto everyone, guided by our management philosophy of “Continue evolving to better aid our customers”
and “Equate the development of our people with the development of our company.”
The Group aims to create harmony between the interests and happiness of all of our stakeholders,
including customers, investors, communities and society, business partners and employees, as well as
future generations, and grow the intersection of these interests and happiness. For this purpose, we will
engage in stakeholder-oriented management, by which we think and act from the stakeholders’perspective so as to offer values to share, and result in higher corporate value.
■ Changes in business environment
In the next 10 years toward 2030, we will face three big transformations: “from current generations tofuture generations,” “transition of digital technologies from the introduction stage to the development
stage,” and “from tangible assets to intangible assets,” and companies which cannot respond to thesensibilities of future generations such as digitalization, sustainability, and well-being may have a riskof rapidly losing their reputation at the time of a generational change in society.
■ Future course
1. Through co-creation with future generations, we will achieve both social issue solutions andimprovement in corporate value.
2. Through stores and FinTech, we will aim to offer a “platform that marriage of online and offline.”
3. Through expansion of investments in new businesses, co-creation and other intangible assets inaddition to human resources and software, we will evolve into an intellectual creation company.
4. Inviting stakeholders as board members, we will promote stakeholder-oriented management for“harmony between interests and happiness.”■ About the medium-term management plan
Amid the expected rapid changes in business environment, we aim to further increase our corporate
value by achieving the five-year medium-term management plan that ends in the fiscal year ending
March 31, 2026.
Business strategy(Overview of the Group business)
We will create a business model that integrates the three pillars consisting of retailing, FinTech, andthe newly added “forward-looking investments.” Forward-looking investments includes investments inco-creation and new businesses.
(Retailing)
Amid concerns over deteriorating market conditions due to COVID-19, we will further promote thetransformation in department store-type operations advanced thus far, and realize new growth. We will
position stores as a platform for “marriage of online and offline,” hold various events of new businesses
to be developed mainly with e-commerce, and promote creation of stores where customers will be
brought in by events. We will also aim to commercialize events along with FinTech with a view to(English Translation)― 25 ―

developing events not only in Marui stores but in commercial facilities across Japan.
(FinTech)With the new cards and apps that launched in April 2021, we will aim to dramatically enhance the user
experience and further improve LTV. In addition, we will introduce credit cards that “support forindividual preferences” such as credit cards in collaboration with anime content, which grew to become
the second pillar after Gold cards.
We will review membership recruitment that largely relies on physical stores to increase the ratio of
online applications for membership and reinforce approaches for maximization of household share
mainly through the growing areas of e-commerce, online services, and rent fees, aiming at 5.3 trillion
yen of transaction volume in the final fiscal year, which is at least double the current volume.
Furthermore, more than 500 thousand customers pay their bills for renewable energy with their EPOS
card, and will we tackle both reductions in CO2 emissions and improvement of LTV.
(Forward-looking investments)
With regard to forward-looking investments consisting of co-creative investment and investment in
new businesses, we will balance the impact of sustainability, well-being, and profits.
With regard to new businesses, we will establish unique business models where media, stores, and
FinTech are integrated with e-commerce at the center to create innovation within the Company.
With regard to co-creative investment, we will proceed with an approach for growing together andcreating value based on the co-creative philosophy, and seek both earnings contributions and financial
returns, with an aim to introduce innovation from outside the Company.
Capital measures
While profitability improved and profit stabilized in retailing along with a shift in business formats
due to the transition to fixed term rental contracts of stores, the equity ratio still remains at a high level;
therefore, we will review the balance sheet to maintain a consolidated equity ratio of around 25% as atarget by redistributing surplus capital. Of the 230.0 billion yen of core operating cash flow projected infive years, we will plan to allocate 80.0 billion yen for investment for growth including forward-looking
investments, 50.0 billion yen for share buybacks for capital optimization, and 100.0 billion yen forshareholder returns (of which 80.0 billion yen is for dividend and 20.0 billion yen for share buybacks).
* Share buybacks for capital optimization completed in the fiscal year ended March 31, 2023. Measures
for shareholder returns have changed from the fiscal year ending March 31, 2024.
ImpactUnder the Group’s 2050 Vision announced in 2019, targets related to sustainability and well-being
have been defined as “Impact.” In order to achieve the three targets of “create the future for future
generations together,” “create happiness for each individual together,” and “create a co-creative
ecosystem,” key items for initiatives were set as main KPIs for the medium-term management plan.
Going forward, we will formulate concrete initiatives and a value creation narrative.
In addition, aiming at co-creative management which realizes interests and happiness sought bystakeholders together, we will invite stakeholders as board members to evolve the governance structure.
■ Main KPIs
As targets for the fiscal year ending March 31, 2026, we aim at achieving the 6 KPIs of Impact
including “reductions in CO2 emissions of over one million tons” and “over 150 projects of co-creative
initiatives with future generations.” By achieving Impact, we aim to realize EPS of 200 yen or more,
ROE of 13% or more, and ROIC of 4% or more.

(English Translation)― 26 ―

The Group will continue to strive for further enhancement of corporate value through the above
initiatives.
We sincerely ask for continued support and encouragement from our shareholders.
(5) Assets and Profits and Losses
Fiscal year ended
Category
March 31, 2020
Total Grouptransactions
2,903,713(Millions of yen)
Revenue
247,582(Millions of yen)
Ordinary income
40,415(Millions of yen)

Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

2,919,231

3,373,446

3,957,281

206,156

209,323

217,854

14,52035,54736,36425,396

2,267

17,791

21,473117.58

10.58

85.81

109.37

8.8

0.8

6.5

8.5

Net Income

attributable toowners of parent(Millions of yen)
Earnings per
share
(Yen)
ROE (%)

Total assets
885,969
901,231920,026
961,950(Millions of yen)
Net assets
290,330
290,100
262,052
246,562(Millions of yen)
Note: Form the fiscal year ended March 31, 2022, “Accounting Standard for Revenue Recognition”(Accounting Standards Board of Japan (ASBJ), Guidance No. 29, March 31, 2020), etc. has been
applied. The figures for the fiscal year ended March 31, 2021 are presented in those after the
retrospective application of the Accounting Standard, etc.

(English Translation)― 27 ―

(6) Major Subsidiaries of the Groupi. Major Subsidiaries of the Group
Company Name

Capital Stock(Millions of yen)

MARUI CO., LTD.

100

Epos Card Co., Ltd.

500

MRI Co., Ltd.

500

AIM CREATE CO.,
LTD.

100

MOVING CO., LTD.

100

M&C SYSTEMS CO.,LTD.
MARUI FACILITIESCo., Ltd.
MARUI HOMESERVICE Co., Ltd.

Percentageof Ownership(%)

Principal Business

Operation of Marui/Modi Stores,
Online Shopping and Mail-order,
Credit Card Business, Credit Loan
100.0
Business
Collection and Management of
100.0
Receivables Business, Credit Check[100.0]Business
Proposal of Commercial Facilities
Category, Design and Interior
60.0 Decoration, Operation andManagement, Planning and Makingof Advertisement
Trucking Business, Forwarding
100.0
Business
Software Development,
100.0
Computer Operation
Building Management Service
100.0
Business, Security Service Business
100.0

100
100
100

100.0

Real-Estate Rental Business

Sales of Tsumitate NISA applicable
investment trusts
Note: The figure in square brackets “[ ]” in the Percentage of Ownership column indicates the share ofindirect ownership as an included number.
tsumiki Co., Ltd.

100

100.0

ii. Status of Specified Wholly Owned Subsidiaries as of the End of the Fiscal Year under Review
Total Amount ofCompany Name
Address
Total Assets of the Company
Book ValueMARUI CO., LTD.

(Millions of yen)

(Millions of yen)

222,619844,688

3-2, Nakano 4-chome,
Nakano-ku, Tokyo(7) Lines of Business of the GroupThe Group’s lines of business are Retailing (rental and operational management of commercial facilities,
etc. and over-the-counter and online sales of apparel, luxury and accessory goods, etc.,), and FinTech(credit card services, cash advances, and rent guarantees, etc.).

(English Translation)― 28 ―

(8) Major Business Hubsi. Head Office
Company Name

Location

MARUI GROUP CO., LTD.
MARUI CO., LTD.
Epos Card Co., Ltd.
MRI Co., Ltd.
AIM CREATE CO., LTD.

Nakano-ku, Tokyo

M&C SYSTEMS CO., LTD.
MARUI FACILITIES Co., Ltd.
MARUI HOME SERVICE Co., Ltd.
tsumiki Co., Ltd.
MOVING CO., LTD.

Toda-shi, Saitama Prefectureii. Stores
PrefectureStore Name

Shinjuku Marui Main Building, Shinjuku Marui Annex, Shinjuku Marui Men,
Shibuya Modi, Kinshicho, Ueno Marui, Kitasenju Marui, Yurakucho Marui,
Nakano Marui, Kichijoji, Machida Marui and Modi, Kokubunji Marui
Marui City Yokohama, Marui Family Mizonokuchi, Marui Family Ebina, Totsuka
Kanagawa
Modi
SaitamaOmiya Marui, Soka Marui, Marui Family Shiki
Chiba
Kashiwa Marui and Modi
Shizuoka
Shizuoka Modi
Osaka
Namba Marui
Hyogo
Kobe Marui
Fukuoka
Hakata Marui
Note: 1. Shibuya Maui is temporarily closed due to rebuilding from August 28, 2022.
2. The store names of Kinshicho and Kichijoji were changed to Kinshicho Marui and Kichijoji
Marui, respectively, on April 1, 2023.
Tokyo(English Translation)― 29 ―

(9) Matters concerning Employees
Business Category

Number of Employees

Retailing segment
FinTech segment
Corporate (Common functions)
Total(Number of Person)
2,409
1,772
254
4,435

Comparison with
the Previous Fiscal Year End(Number of Person)
327 (decrease)
95 (increase)
13 (increase)219 (decrease)

Notes: 1. The number of employees shown above does not include part-time employees. Average number ofpart-time employees during the fiscal year (calculated based on monthly work hours) is 1,447.
2. Corporate (Common functions) refers to corporate management departments and investment
departments that cannot be included in any specific segment.
(10) Main Loan Lenders
Lenders

Outstanding Balance(Millions of yen)

Syndicated loan

173,000

MUFG Bank, Ltd.

102,500

Sumitomo Mitsui Banking Corporation

62,000Development Bank of Japan Inc.

18,000Mizuho Bank, Ltd.

17,300Sumitomo Mitsui Trust Bank, Limited

14,000Note: Syndicated loan is co-financing whose manager is MUFG Bank, Ltd., and The Norinchukin Bank.

(English Translation)― 30 ―

2. Matters concerning the Shares of the Group(1) Total Number of Shares Authorized to be Issued: 1,400,000,000 shares(2) Number of Shares Issued and Outstanding: 208,660,417 shares (including 18,547,394 shares oftreasury stock)(3) Number of Shareholders: 34,407 shareholders(4) Principal Shareholders (Top 10)
Registered Name
The Master Trust Bank of Japan, Ltd. (Trust Account)

Number of SharesHeld(thousand shares)
45,423

Percentage ofShareholding%
23.9

Custody Bank of Japan, Ltd. (Trust Account)

22,866

12.0

MISAKI ENGAGEMENT MASTER FUND

6,490

3.4

Aoi Real Estate Company

6,019

3.2

MUFG Bank, Ltd.

4,356

2.3

Toho Co., Ltd.

3,779

2.0

Aoi Scholarship Foundation

3,249

1.7

THE BANK OF NEW YORK MELLON 140042

2,794

1.5

Tadao Aoi

2,784

1.5

Karasuyama Co., Ltd.

2,454

1.3

Notes: 1. The Company holds 18,547 thousand shares of treasury stock which is excluded from the above
principal shareholders.
2. Percentage of shareholding is calculated based on the total number of shares issued andoutstanding, excluding the treasury stock of 18,547 thousand shares.
3. The calculation for the percentage of shareholding includes 766 thousand shares held by the
Officer Compensation BIP Trust and Stock Benefit ESOP Trust.
(5) Other Significant Matters concerning the Shares of the Group
i. Acquisition of treasury stock (Market purchase at Tokyo Stock Exchange)⚫ Treasury stock acquired pursuant to resolution at the Board of Directors held on May 12, 2022 andresolution on a partial change at the Board of Directors held on August 5, 2022
Type and number of shares acquired: Common stock of 11,479,600 shares
Total amount of acquisition of shares: 25,999,932,900 yen
The date of acquisition: From August 26, 2022 to March 15, 2023
ii. Disposal of treasury stock (disposal of treasury stock as restricted stock to employees of the Company)⚫ Treasury stock disposed of pursuant to resolution at the Board of Directors held on August 5, 2022
Type and number of shares disposed: 669,600 shares of the Company’s common stock
Disposal price: 2,414 yen per share
Total disposal amount: 1,616,414,400 yen
Allottees and number thereof: 4,464 employees of the Company
Date of disposal: February 28, 2023

(English Translation)― 31 ―

3.

Matters concerning Officers of the Group(1) Names of Directors and Audit & Supervisory Board Members of the Group (As of March 31, 2023)

Name

Position in Charge and Important Position of
Other Organizations Concurrently Assumed

Position
President and Representative
Director, Representative
Executive Officer, CEO

Director, Aoi Scholarship Foundation

Etsuko Okajima

Director

President & CEO, ProNova Inc.
Director, euglena Co., Ltd.
External Director, LANCERS, Inc.
Outside Director, SEPTENI HOLDINGS
CO., LTD.
Outside Director, Yappli, Inc.
External Director, Money Forward, Inc.

Yasunori Nakagami

Director

Chief Executive Officer, Misaki Capital Inc.

Peter David Pedersen

Director

Professor, Shizenkan University Graduate
School of Leadership & Innovation
Representative Director, Specified Nonprofit
Corporation NELIS
Independent Outside Member of the Board,
Meiji Holdings Co., Ltd.

Hirotsugu Kato

Director and Managing
Executive Officer

CFO, In charge of IR, Finance,
Sustainability, and ESG Promotion

Reiko Kojima

Director and Executive Officer

CWO (Chief Well-being Officer), General
Manager, Wellbeing Promotion Department

Hitoshi Kawai

Audit & Supervisory Board
Member (Full time)

Hajime Sasaki

Audit & Supervisory Board
Member (Full time)

Hiroshi Aoi

Attorney (Partner, Suzuki Sogo Law Office)Member of the Board, Bridgestone
Corporation
Audit & Supervisory Board
Outside Director and Audit & Supervisory
Yoko Suzuki
MemberBoard Member, Nippon Pigment Co., Ltd.
Outside Director of the Board, Japan Pulp &Paper Co., Ltd.
Tax Accountant (Hiroaki Matsumoto
Certified Tax Accountant Office)
Audit & Supervisory Board
Outside Audit & Supervisory Board
Hiroaki Matsumoto
MemberMember, Yazaki Corporation
Outside Corporate Auditor, KAKEN
PHARMACEUTICAL CO., LTD.
Notes: 1. Full-time Audit & Supervisory Board Member Mr. Nariaki Fuse retired from his post at the
expiration of his term of office at the close of the 86th Ordinary General Meeting of Shareholders
held in June 2022.
2. Audit & Supervisory Board Member Mr. Takehiko Takagi resigned from his post at the close of
the 86th Ordinary General Meeting of Shareholders held in June 2022.
3. Directors, Ms. Etsuko Okajima, Mr. Yasunori Nakagami and Mr. Peter David Pedersen areExternal Directors. The Group has submitted a notification to Tokyo Stock Exchange, Inc.
designating them as independent directors.
4. Audit & Supervisory Board Members, Ms. Yoko Suzuki and Mr. Hiroaki Matsumoto are External
Audit & Supervisory Board Members. The Group has submitted a notification to Tokyo Stock
Exchange, Inc. designating them as independent audit & supervisory board members.

(English Translation)― 32 ―

5. The Group has no special relations with entities in which Audit & Supervisory Board Members
Ms. Yoko Suzuki and Mr. Hiroaki Matsumoto concurrently assume office.
6. Ms. Etsuko Okajima is a Director of euglena Co., Ltd. with which the Company has formed abusiness and capital alliance and the Company has approximately 1.8% of the total number ofissued shares of the same company as of March 31, 2023. In addition, the Company purchases
biofuel and other products from the same company. However, the purchase amount was 3.25
million yen for the most recent fiscal year, and she therefore satisfies the “Criteria for
Independence for External Directors and Audit & Supervisory Board Members” of the Company.
7. Misaki Capital Inc., where Mr. Yasunori Nakagami serves as Chief Executive Officer, manages
investment funds which hold shares of the Company such as MISAKI ENGAGEMENTMASTER FUND, a principal shareholder of the Company, but voting rights of the Company’s
shares that the same company holds are less than 10% of the standard stipulated in the “Criteria
for Independence for External Directors and Audit & Supervisory Board Members” of theCompany and therefore, he satisfies the criteria.
8. The Company participates in activities held by Specified Nonprofit Corporation NELIS, where
Mr. Peter David Pedersen serves as Representative Director. He had given opinions onsustainability management as Advisor of the Company until June 2021. The amount of Specified
Nonprofit Corporation NELIS activity participation fees paid by the Company was 1.00 million
yen for the most recent fiscal year, and he satisfies the “Criteria for Independence for External
Directors and Audit & Supervisory Board Members” of the Company.
9. Director, Ms. Etsuko Okajima’s name on the family register is Ms. Etsuko Mino.
10. Audit & Supervisory Board Member, Ms. Yoko Suzuki is a qualified attorney and well-versedin corporate law.
11. Audit & Supervisory Board Member, Mr. Hiroaki Matsumoto is a certified public tax accountant
and has an appreciable extent of knowledge in finance and accounting.
12. Director, Mr. Peter David Pedersen assumed office as Independent Outside Member of the Boardof Meiji Holdings Co., Ltd. as of June 29, 2022.
13. Audit & Supervisory Board Member, Ms. Yoko Suzuki assumed office as Outside Director of
the Board of Japan Pulp & Paper Co., Ltd. as of June 27, 2022.
14. There was a change in Director’s position, duty, and important concurrent office as of April 1,
2023.
Name
Reiko Kojima

Previous
Director, Executive Officer, CWO,General Manager, Wellbeing
Promotion Department(English Translation)― 33 ―

Present
Director, Senior Executive Officer,
CWO, General Manager, Wellbeing
Promotion Department

(Reference)
Executive Officers (excluding those who concurrently serve as Director) are as follows. (As of April 1,
2023)
Name

Position

Position in Charge
CSO
In charge of Real Estate, Architecture
President and Representative Director,
MARUI HOME SERVICE Co., Ltd.
President and Representative Director,
MARUI HOME SERVICEMANAGEMENT Co., Ltd.
CHRO (Chief Human Resource Officer)
In charge of General Affairs, Personnel,
Audit, and Wellbeing Promotion
In charge of FinTech BusinessPresident and Representative Director, Epos
Card Co., Ltd.

Masao Nakamura

Senior Managing Executive
Officer

Tomoo Ishii

Senior Managing Executive
Officer

Yoshinori Saito

Managing Executive Officer

Masahiro Aono

Managing Executive Officer

Akikazu Aida

Managing Executive Officer

Takeshi Ebihara

Senior Executive Officer

Masahisa Aoki

Executive Officer

Representative Director and CEO, tsumiki
Co., Ltd.

Yuko Ito

Executive Officer

In charge of Group Design Center
President and Representative Director, AIM
CREATE CO., LTD.

Mayuki Igayama

Executive Officer

President and Representative Director,
MOVING CO., LTD.

Tatsuo Niitsu

Executive Officer

Director and General Manager, E-Commerce
Business Department, MARUI CO., LTD.

Ayumi Hiromatsu

Executive Officer

Director, M&C SYSTEMS CO., LTD.
General Manager, Digital Promotion
Division

Jiro Ishioka

Executive Officer

General Manager, Sales Planning Division,
MARUI CO., LTD.

Takahiro Matsumoto

Executive Officer

General Manager, General Affairs Division

Yuko Shiota

Executive Officer

General Manager, Sustainability Department
General Manager, ESG Promotion
Department

Atsushi Nagasao

Executive Officer

General Manager, Corporate Planning
Division

Takeaki Yamane

Executive Officer

Director and General Manager, FinTech
Business Department, Epos Card Co., Ltd.

(English Translation)― 34 ―In charge of Retailing BusinessPresident and Representative Director,
MARUI CO., LTD.
CDO
In charge of Corporate Planning, CoCreative Investment
General Manager, Digital Transformation
OfficeCIO
President and Representative Director, M&C
SYSTEMS CO., LTD.

(2) Overview of Directors and Officers Liability Insurance Agreement
The Company has entered into a directors and officers liability insurance agreement (hereinafter the“D&O insurance”) with an insurance company as provided under Article 430-3, Paragraph 1 of theCompanies Act. Under the agreement, any damage incurred when a Director or Audit & Supervisory
Board Member has assumed liability for damages as a result of execution of duties (excluding those thatfall under the grounds for exemption as stipulated in the insurance agreement) shall be compensated.
However, in order to ensure that the performance of duties by insured persons is not compromised, there
is a certain limit on the amount of compensation. Damages under the said limit will not be covered by
the insurance policy. In addition, the insurance premiums of the D&O insurance have been fully paid by
the Company.
(3) Compensation, etc. to Directors and Audit & Supervisory Board Members
i. Matters Concerning Policy for Decision on Details of Compensation, etc. to Each Director
The following Company’s Policy for Decision on Details of Compensation, etc. to Directors wasdetermined by resolution of the Board of Directors on March 17, 2021:
1. Basic policy
Compensation for Directors of the Company is determined pursuant to a compensation system linked toshareholders’ interests to fully function as an incentive for pursuing sustainable improvement incorporate value.
Specifically, compensation for Directors (excluding External Directors and non-residents in Japan) of
the Company comprises fixed basic compensation as well as performance-linked bonuses, which are
based on the performance of the Company in a given fiscal year to function as a short-term incentive,
and performance-linked stock-based compensation, which is based on the medium-to-long-term
performance of the Company to function as a medium-to-long-term incentive.
The compensation levels and the ratio of performance-liked compensation are checked every year byreferring to survey data of officer compensation by external research institutions, and setting thecompensation levels and the ratio of performance-liked compensation of other companies which aresimilar to the Company in size as a benchmark.
External Directors will only receive basic compensation based on their position to ensure that they
maintain an independent standpoint.
2. Policy for decision on the amount of fixed compensation (basic compensation) to each Director(including the policy for decision on the timing as well as terms and conditions of payment ofcompensation)
Basic compensation for Directors of the Company is monthly fixed compensation and paid to Directors
based on the above basic policy pursuant to terms and conditions of payment according to their positions,etc., designated by the Nomination and Compensation Committee.
3. Policy for decision on details, and calculation method of the amount or coefficient of variable
compensation (bonuses and stock-based compensation) to each Director (including policy for decision
on details of performance indicators, and calculation method of the amount or coefficient of theperformance indicators, and policy for decision on the timing and terms and conditions of payment ofcompensation)- Performance-linked bonus
The performance-linked bonus is decided in accordance with the duties of each Director in order toboost motivation for improving performance of the Company on a single fiscal year basis. Performancelinked coefficients are set based on the degree of accomplishment of targeted performance indicators
in a given fiscal year, and these coefficients are multiplied by the standard amount of compensation
defined for each rank to decide performance-linked bonus amounts.
- Performance-linked stock-based compensation
With utilization of the Officer Compensation BIP Trust, a trust fund established through contributionof money by the Company (hereinafter the “Trust”) is used to issue shares of the Company to Directors.
Specifically, in order to boost motivation to contribute to improved medium-to-long-term performanceand expanding corporate value, a certain number of fiscal years are set in line with the medium-term
management plan, and a performance-linked coefficient is determined based on the Company’s(English Translation)― 35 ―

performance indicators such as the degree of achievement of performance targets for the final fiscal
year. The coefficient so determined will then be multiplied by accumulated points awarded to Directors
in every fiscal year according to each Director’s rank to determine the number of shares to be issued toeach Director. Each Director shall receive shares of the Company equivalent to a certain portion of thepoints, while the remaining shares of the Company shall be converted into cash by the Trust, and thepayment of money equivalent to the conversion value shall be received by the Director. Provided,
however, that a transfer restriction period of one year from the time of delivery shall be establishedregarding the shares delivered for the initial target period (the fiscal year ended March 31, 2020 and thefiscal year ended March 31, 2021).
If a target period is extended and the Trust is continued, the target period shall correspond to the numberof years subject to the medium-term management plan at the time. If a new target period is set at two
years, the same transfer restriction period of one year from the time of delivery as mentioned above
shall be established for the shares to be delivered regarding the said target period.
- Performance indicators
Performance indicators of performance-linked bonus and performance-linked stock-based
compensation shall be set in line with the medium-term management plan at the time of establishmentof the plan, and determined at the Board of Directors according to changes in the environment as
appropriate.
- The timing of payment of performance-linked bonus
After completion of each fiscal year, a performance-linked bonus shall be paid at a certain time during
the following fiscal year.
- The timing of delivery of performance-linked stock-based compensation
Directors who satisfy the eligibility requirements shall receive delivery of the shares of the Company,
etc. in accordance with the number of accumulated points calculated, in or after the month of June
immediately following the final fiscal year of the target period, in principle.
4. Policy for decision on the ratio of performance-liked compensation for individual compensation
The ratio of performance-linked compensation shall be determined at the Board of Directors after
deliberation by the Nomination and Compensation Committee in light of the basic policy stated in item
1 above.
5. Method determining the details of individual compensation
Individual compensation for Directors shall be determined at the Nomination and Compensation
Committee as consigned by the Board of Directors for the purpose of improvement of the transparency
and objectivity of the deliberation process related to compensation.
The Nomination and Compensation Committee consists of three (3) or more members, at least two (2)of which are, in principle, External Directors, and members may be elected by resolution of the Board of
Directors.
The Nomination and Compensation Committee shall deliberate and determine the following mattersbased on a compensation system and within the maximum amount of compensation resolved at thegeneral meeting of shareholders, considering overall factors such as the level of responsibility for theGroup management and the progress of the medium-term management plan.
- Matters on individual compensation for Directors- Matters on changes in a compensation system for Directors- In addition to the above, matters consulted or consigned by the Board of Directors* The Nomination and Compensation Committee consists of the following three (3) members elected by
the Board of Directors for the fiscal year under review.
Etsuko Okajima (External Director)
Yasunori Nakagami (External Director)
Hiroshi Aoi (Representative Director)
6. Other important matters on individual compensation
As for performance-linked stock-based compensation, in case of any serious wrongdoing or violation oflaws and regulations committed by an eligible Director, the Company has established a system to enable(English Translation)― 36 ―

it to have the Director forfeit the beneficiary rights for the shares expected to be delivered (malus) anddemand the return of the amount of money equivalent to the shares delivered (clawback) from the
Director.
[Reasons for judgment to the effect that the details of individual compensation for Directors are inaccordance with the policy]
The Board of Directors has taken measures to include a majority of External Directors in the Nomination
and Compensation Committee as mentioned above. For decisions on the details of individualcompensation for Directors, the Committee deliberates on such matters from various aspects, based on
the same perspective as the above policy for decision; therefore the Board of Directors judges the detailsof the compensation are in accordance with the above policy for decision.
ii. Matters Concerning Policy for Decision on Details of Compensation, etc. to Each Audit &Supervisory Board Member
Compensation for Audit & Supervisory Board Members consists only of fixed compensation and isdecided through discussion among the Audit & Supervisory Board and set within the limit approved ata general meeting of shareholders.
iii. Matters Concerning Resolution on Compensation, etc. to Directors and Audit & Supervisory Board
Members at the General Meeting of Shareholders<Basic (fixed) compensation for Directors>
The maximum limit of compensation is the amount of 300 million yen per year (excluding salaries for
employees paid to Directors who concurrently serve as employees of the Company), which was resolved
at the General Meeting of Shareholders on June 27, 2012. The number of Directors as of the close of
said General Meeting of Shareholders was seven (7) (of which, the number of External Directors wasone (1)). Of this amount, the maximum limit of compensation for External Directors is the amount of
100 million yen per year, which was resolved at the General Meeting of Shareholders on June 28, 2022.
The number of External Directors at the close of said General Meeting of Shareholders was three (3).
<Performance-linked bonus for Directors>
The maximum limit of compensation is the amount of 100 million yen per year (excluding bonuses for
employees paid to Directors who concurrently serve as employees of the Company), which was resolved
at the General Meeting of Shareholders on June 29, 2016. The number of Directors as of the close of
said General Meeting of Shareholders was six (6) (of which, the number of External Directors was two(2)).
<Performance-linked stock-based compensation for Directors>
The maximum limit of compensation (the maximum limit of money to be contributed to a trust) is theamount of 200 million yen per fiscal year multiplied by the number of applicable years, and for the threefiscal years from the fiscal year ended March 31, 2022 to the fiscal year ended March 31, 2024, thevalue was 600 million yen. The upper limit for the Company’s shares acquired by Directors from thefiscal year ended March 31, 2020 onward shall be 100,000 points per fiscal year (equivalent to 100,000
shares) multiplied by the number of years in the target period. Accordingly, the upper limit for the threeyear period from the fiscal year ended March 31, 2022 to the fiscal year ended March 31, 2024 shall be
300,000 points. The maximum limit of compensation and the upper limit for the Company’s sharesacquired by Directors were resolved at the General Meeting of Shareholders on June 20, 2019, and thenumber of Directors as of the close of said General Meeting of Shareholders was seven (7) (of which,the number of External Directors was three (3)).
<Compensation for Audit & Supervisory Board Members>
The maximum limit of compensation is the amount of 6 million yen per month, which was resolved at
the General Meeting of Shareholders on April 28, 1987. The number of Audit & Supervisory Board
Members as of the close of said General Meeting of Shareholders was three (3).

(English Translation)― 37 ―

iv. Total Amount of Compensation, etc. to Directors and Audit & Supervisory Board Members, andMatters on Performance Indicators of Performance-linked Compensation, etc.
Total Amount of Compensation by Type
Number of
Performance- Total Amount of
Persons
Category
Basic
Performancelinked StockSubject toCompensation
Compensation
linkedBonus
based
Payment
Compensation(People)(Millions of yen)

(Millions of yen)

(Millions of yen)

(Millions of yen)

20
63
6
156
240
Director
(－)
(－)
(3)
(55)
(55)
(External Director)
Audit & Supervisory
Board Member
－
－
6
52
52
(External Audit &
(3)
(16)
(16)
(－)
(－)
Supervisory Board
Member)
20
63
Total
12
209
292
Notes: 1. The number of Directors and Audit & Supervisory Board Members at the end of the fiscal year
under review is six (6) Directors and four (4) Audit & Supervisory Board Members. However,
the above amount of compensation includes the amount for two (2) Audit & Supervisory Board
Members who retired at the conclusion of the 86th Ordinary General Meeting of Shareholders
held in June 2022.
2. The amount of performance-linked bonus and performance-linked stock compensation is theamount recognized as expenses for the fiscal year under review.
Target Performance Indicators and Results of Performance-linked Bonus
Target indicator
TargetResults
Performancelinked bonus

EPS¥109.1¥109.4

Target Performance Indicators and Results of Performance-linked Stock-based Compensation
Target indicator
TargetFinancial
EPS¥140 or moreindicators
ROE
10.0% or more
Performancelinked stockROIC
3.8% or more
based
ESG
Inclusion incompensation
Nonindicators
DJSI
World
financial
CO
350,000t
2 emission
indicators*Vs. Fiscal year ended March 31, 2017
reduction(Notes) 1. The above performance indicators are selected because they are the important management indicators under the
medium-term management plan of the Company, and ROE is an indicator to measure the profitability in relation
to shareholders’ equity, EPS is an indicator that focuses on shareholders, and ROIC is an indicator for invested
capital. DJSI (Dow Jones Sustainability World Index) is an ESG index comprising companies selected throughcomprehensive evaluation of economic, environmental, and social factors for the perspective of long-term
improvements to shareholder value, and this index is selected because it is used as an ESG indicator based on
third-party surveys to facilitate the promotion of the Company’s Co-creation Sustainability Management. CO2
emission reduction is selected because it is an indicator particularly specific and objective among the Company’s
own impact-related KPIs. In addition, according to the degree of achievement of targets, a variable coefficient for
performance-linked compensation is set within a range of 0% through 200% for performance-linked bonus and0% through 110% for performance-linked stock-based compensation.
2. The calculation methods for performance-linked bonus and performance-linked stock-based compensation are asstated in i. above.
3. The target period of performance-linked stock-based compensation is three fiscal years (fiscal year ended March
31, 2022 to the fiscal year ending March 31, 2024). Whereas the period of the current medium-term management
plan is five years, the targets have been set as described above for the three fiscal years, for the purpose ofmanaging the progress of the plan. The amount of performance-linked stock-based compensation will becalculated based on these targets.

(English Translation)― 38 ―

(4) Information on External Officers
i. Principal Activities of External Directors
Principal Activities and overview of duties performed with regard to roles expectedName
to be fulfilled
Attended all 10 meetings of the Board of Directors held during the fiscal year underreview. Expressed her opinions in a timely and appropriate manner as necessary
from an independent, objective position based on her experience in corporate
management and extensive insight into human resource development and startups,
fulfilling the responsibilities as an External Director. Supervised the Company’s
Etsuko Okajima
Future Leader Development Program. Serving newly as a member of the Human
Resource Strategy Committee, in addition to the Nomination and Compensation
Committee and Strategy Committee, which are advisory bodies to the Board of
Directors, made contribution to the enhancement of the Company’s corporate value.
Attended all 10 meetings of the Board of Directors held during the fiscal year underreview. Expressed his opinions in a timely and appropriate manner as necessary
from an independent, objective position based on his advanced insights in corporate
management with a view toward capital markets that has been developed throughample experience at management consulting companies and an investment
Yasunori Nakagami
management company, fulfilling the responsibilities as an External Director.
Serving also as a chairperson of the Strategy Committee, and a member of theNomination and Compensation Committee, both of which are advisory bodies to theBoard of Directors, made contribution to the enhancement of the Company’s
corporate value.
Attended all 10 meetings of the Board of Directors held during the fiscal year underreview. Expressed his opinions in a timely and appropriate manner as necessary
from an independent, objective position based on his advanced insights insustainability management at the global level that has been developed throughPeter David Pedersen
ample experience at environmental and CSR consulting companies, fulfilling the
responsibilities as an External Director. Serving also as a chairperson of the
Sustainability Committee, an advisory body to the Board of Directors, madecontribution to the enhancement of the Company’s corporate value.
ii. Principal Activities of External Audit & Supervisory Board Members
Name

Principal Activities

Attended all 10 meetings of the Board of Directors and all 16 meetings of the Audit& Supervisory Board held during the fiscal year under review. Expressed her
opinions in a timely and appropriate manner based mainly on her professional
knowledge as an attorney. In addition, held meetings periodically with the
Yoko Suzuki
Representative Director; exchanged opinions regarding risks confronting theCompany, major issues related to the audit of the Company, and other matters; andis working to deepen mutual understanding and trust.
Attended 7 of 8 meetings of the Board of Directors and 10 of 11 meetings of the
Audit & Supervisory Board held after his appointment at the 86th Ordinary General
Meeting of Shareholders. Expressed his opinions in a timely and appropriate mannerbased mainly on his professional knowledge as a certified public tax accountant. In
Hiroaki Matsumoto
addition, held meetings periodically with the Representative Director; exchanged
opinions regarding risks confronting the Company, major issues related to the auditof the Company, and other matters; and is working to deepen mutual understanding
and trust.
iii. Outline of the Content of Liability Limitation Contracts
The Company has concluded contracts with each of External Directors and External Audit &Supervisory Board Members to limit their liability for damages, as provided under Article 423,
Paragraph 1 of the Companies Act. Based on these contracts, his/her liability shall be limited to thehigher of a predetermined amount of 10 million yen or the amount set forth by laws and regulations.
(English Translation)― 39 ―

4. Matters concerning Accounting Auditor(1) Name of Accounting Auditor of the Company

PricewaterhouseCoopers Aarata LLC(2) Compensation, etc. to the Accounting Auditor
1.

Compensation paid for services rendered as accounting auditor for the fiscal year under review:
115 million yen

2.

Total cash and other Compensation to be paid by the Company and its subsidiaries to the accounting
auditor: 173 million yen
Note: In the audit contract between the Company and its accounting auditor, compensation paid foraudits under the Companies Act and audits under the Financial Instruments and Exchange Act
are not clearly distinguished and cannot be practically separated. Therefore, the total amounts ofcompensation, etc. paid to the accounting auditor is stated in 1 and 2 as the amount ofcompensation, etc. for the fiscal year under review.

3.

Reason for the Audit & Supervisory Board’s consent of the compensation, etc. to the accounting
auditor:In addition to obtaining necessary documents and receiving reports from Directors, related
departments of the Company and the accounting auditor, based on the status of implementation ofaudit of the previous fiscal year, the Audit & Supervisory Board has considered that the compensation
is appropriate to maintain and improve the quality of audit and gave consent to the compensation as aresult of confirmation of time required for audit and the unit rate of the compensation specified in theaudit plan submitted by the accounting auditor.

(3) Content of Non-Auditing Activities
The Company and its subsidiaries call upon the accounting auditor to conduct work related to theprovision of letters of comfort in connection with corporate bond issuance.
(4) Policy Regarding the Dismissal or Non-Reappointment of the Accounting Auditor
If the Audit & Supervisory Board deems that the accounting auditor falls under any item of Article 340,
Paragraph 1 of the Companies Act, it will dismiss the accounting auditor with unanimous consent ofAudit & Supervisory Board Members, as necessary. In such case, an Audit & Supervisory Board Member
who is delegated by the Audit & Supervisory Board will report the fact that the Audit & Supervisory
Board dismissed the accounting auditor and the reason therefor at an ordinary general meeting ofshareholders to be held for the first time after the dismissal of the accounting auditor.
In addition to the above case, if the Audit & Supervisory Board deems that the accounting auditor isunable to conduct proper audit due to an event that impairs qualification or independence of theaccounting auditor, it will decide on details of a proposal regarding dismissal or non-reappointment of
the accounting auditor.

(English Translation)― 40 ―

5.

Company’s Systems and Status of Operation
System to Ensure That the Execution of Duties by Directors Complies with Laws and Ordinances
and the Articles of Incorporation, and System to Ensure That the Business Operations of theCompany, as well as of the Corporate Group Consisting of the Company and Its Subsidiaries (theGroup), is Duly Executed, and Status of Operation of Those Systems.

○ Systems
The Group will proceed with arrangement for the internal control system from the viewpoint of carryingout the Group operation and promote efficient operation with healthy and a high level of transparency.
i. System which ensures that execution of duties by Directors comply with laws and regulations and the
Articles of Incorporation
a. Directors shall discharge legally and duly duties in accordance with the Directors’/ Audit & Supervisory
Board Members’ Internal Regulations and the Code of Conduct of the Group.
b. The Board of Directors shall hold meetings in principle ten (10) times a year and supervise the executionof duties by Directors.
c. Audit & Supervisory Board Members shall audit independently the execution of business by Directors
and Executive Officers in accordance with the Regulations of the Audit & Supervisory Boards.
d. Highly independent External Directors and External Audit & Supervisory Board Members shall be elected
and the objectivity and transparency of operation shall be enhanced.
e. Following four committees shall be established as advisory bodies to the Board of Directors:i) The Nomination and Compensation Committee (which consists of three (3) or more members, atleast two (2) of which are External Directors) intended to enhance the transparency andobjectivity in appointing Directors and Executive Officers with titles and determining
compensation for Directors and Executive Officersii) The Sustainability Committee for the purpose of promoting Co-creation Sustainability
Managementiii) The Strategy Committee with the goal of discussing and examining the strategic issues for theentire Group and each of its businesses toward sustainable growth in corporate valueiv) The Human Resource Strategy Committee with the goal of discussing and examining the issuesof human resource strategies of the entire Group toward sustainable growth in corporate valueii. System for maintaining and managing information regarding execution of business by Directors
a. The Company shall arrange the regulations for controlling documents, pursuant to which minutes of theBoard of Directors and other important documents related to the execution of business by Directors shallbe maintained.
iii. Regulations related to controlling risk of loss and other systema. Through the Public Relations IR Committee, Internal Control Committee, ESG Committee, Information
Security Committee, Safety Control Committee and Insider Trading Prevention Committee, the Company
shall strive for improvement of the management level of high-risk areas in business operations, andthrough the Compliance Promotion Board providing a controlling function to each Committee, with the
Representative Director as the chairperson, the Group’s overall risk management shall be implemented.
b. The General Affairs Department and Audit Department shall cooperate in promoting internal control.
Through documentation and the monitoring of the operation of each group company, in terms ofpredictable risks and countermeasures, they shall work to minimize operational risks.
iv. System to ensure that Directors can execute their duties efficiently
a. In accordance with the Group’s authorization rules, the duties of Directors and Executive Officers shallbe explicitly defined, and the Group’s Directors and Executive Officers shall perform their duties in an
efficient and swift manner.
(English Translation)― 41 ―

v. System to ensure that financial reports are made properlya. The corporate-wide policy and procedures to ensure appropriate financial reporting shall be presented andthe proper arrangement and operation shall be secured.
b. A system for evaluating risks arising from inappropriate statements with respect to important items offinancial report and for reducing risks shall be established.
c. A system for monitoring the internal control system with respect to financial reports shall be properly
arranged to confirm the conditions and status of operation.
vi. System to ensure that subsidiaries’ Directors and the Group’s employees execute business in compliancewith laws and regulations and the Articles of Incorporationa. The Group’s Code of Conduct shall be fully understood, to promote sound corporate activities groundedon high ethical standards for the Group.
b. In order to ensure full compliance with laws and ordinances and company rules across the entire Group,
operational manuals in every category shall be prepared and internal training is encouraged.
c. The Marui Group Hot Line (Internal Reporting System) shall be set up, which allows direct contact withoutside lawyers, to prevent problems from occurring and for the early detection of problems.
d. The Group shall conduct internal audits to grasp the internal control status, and improve compliance withlaws, regulations and company rules.
vii. Other systems to ensure the appropriateness of business operations of the Groupa. The documentation of the internal control system of each group company shall be continuously reviewed.
b. Through the Compliance Promotion Board and each Committee, the Group shall confirm the latest control
status of each Group company, and maintain an appropriate system.
c. Reporting system for the important decisions of subsidiaries to the Company shall be determined inaccordance with the authorization rules of the Group.
d. The cooperation of Audit & Supervisory Board Members from each group company and the Internal
Control Department shall be strengthened to further promote the establishment of an audit system forensuring proper transactions and accounting treatments.
e. The Group shall refuse any unwarranted demands and disassociate from anti-social bodies, which threatensocial order and safety, and strengthen the ties with external specialists, such as the police and lawyers,
to establish system to eradicate anti-social bodies.
viii. Matters relating to employees if Audit & Supervisory Board Members request their appointment as
assistants, issues of independence of such employees from Directors and how to ensure the effectivenessof instructions to such employees
a. Based on the request of Audit & Supervisory Board Members, audit staff with sufficient skills andknowledge shall be assigned to conduct requested duties.
b. Audit & Supervisory Board Members shall be allowed to instruct audit staff to assist with their audit work,and no Directors shall interfere with such instruction.
ix. System to report to Audit & Supervisory Board Members from Directors or employees, system to ensure
the fair treatment of reporters
a. The internal audit system shall be reinforced and supporting function for Audit & Supervisory Board
Members shall be strengthened.
b. The Directors and employees of each group company shall make report to Audit & Supervisory Board
Members as soon as possible when Directors and employees know any undue conduct, any fact whichmight infringe seriously any company in the Group or any act violating any laws, regulations or the
Articles of Incorporation.
c. It shall be confirmed that no unfair treatment has been applied on the grounds of reporting to Audit &Supervisory Board Members.

(English Translation)― 42 ―

x. Matters relating to the prepayment of expenses incurred through the execution of duties by Audit &Supervisory Board Members and reimbursement procedures and policies on processing expenses andliabilities incurred through the execution of duties by Audit & Supervisory Board Members
a. When Audit & Supervisory Board Members claim for expenses incurred during the execution of duties,
such expenses shall be reimbursed, unless they are deemed unnecessary.
xi. Other system to ensure that efficient audit is carried out by Audit & Supervisory Board Members
a. The Board of Directors shall seriously cooperate with any request made by Audit & Supervisory Board
Members in connection with discharging their duties smoothly.
b. Representative Directors and Audit & Supervisory Board Members shall have a meeting regularly andmutually confirm the status of executing business or discharging duties.
c. Audit & Supervisory Board Members may attend the Board of Directors’ and other importantmanagement meetings as necessary to grasp the process under which important decision-making is
processed and the status of executing business.
d. Audit & Supervisory Board Members may receive the provision of report or information from Directors
and employees as necessary and inspect materials and records.
e. By appointing the Company’s Audit & Supervisory Board Members as the same of its principal
subsidiaries, information sharing and accurate confirmation of status can be realized.
○ Status of Operation of the Systems
i. Overall internal control systema. The Group recognizes and improves the status of the Group’s overall internal control system throughinternal audit jointly made by Audit & Supervisory Board Members and internal audit departments ofeach group company.
b. The Group documents business content and anticipated risks of, and measures therefor to be taken by,each group company. Also, by monitoring the status of operation of such measures through selfassessment and internal audit, the Group promotes highly effective internal control.
c. At each of the Group companies, various rules have been developed to clarify operation and rules frominternal control perspective, and the rules are reviewed and revised as necessary.
d. As for internal control related to financial reporting pursuant to the Financial Instruments and ExchangeAct, the Internal Control Committee develops, operates and evaluates such internal control by commission
from the Board of Directors.
ii. Compliance systema. The Group seeks to fully disseminate its Code of Conduct to its personnel and promote sound corporate
activities based on high ethical standards.
b. In order to ensure compliance with laws and regulations and the Group’s internal regulations, the Groupdevelops various manuals and promotes operation of those manuals as well as provides education for its
personnel. In the fiscal year under review, the Group provided training to its personnel regarding“information security”, “harassment”, etc., as focused subjects from the previous fiscal year, in addition
to practical trainings tailored to each business area.
c. For the purpose of prevention and correction of violation of laws and regulations and misconduct, theGroup has set up the Marui Group Hot Line (an internal reporting system) to allow its personnel to directly
report to outside lawyers, and confirmed that the system has properly operated.

(English Translation)― 43 ―

iii. Risk management systema. The Group has the 6 Committees (Public Relations IR Committee, Internal Control Committee, ESG
Committee, Information Security Committee, Safety Control Committee and Insider Trading Prevention
Committee) for each area to manage high-risk areas for business operation. The Group promotes efficient
control of risks through the activities of each Committee.
b. The Group holds meetings of the Compliance Promotion Board which supervises activities of theCommittees, and recognizes the status of risk control of each group company. In the fiscal year underreview, the Group held meetings of the Compliance Promotion Board twice.
iv. Directors’ execution of their duties
a. The Group ensures that Directors execute their duties lawfully and properly in accordance with theGroup’s internal regulations such as the Code of Conduct of the Group and Regulations for Officers.
b. The Group appoints three (3) External Directors who have extensive experience and expertise outside theGroup and have satisfied the Group’s Criteria for Independence of External Directors and Audit &Supervisory Board Members to reinforce the supervisory functions of the Board of Directors and improve
the transparency of management.
c. The Board of Directors conducts proper deliberations pursuant to the Group’s authorization rules andengages in fulfilling discussions on individual subjects such as the Group’s strategies. In the fiscal year
under review, the Board of Directors held its meetings ten (10) times, and made a written resolution one(1) time.
d. The Group has set up the Management Committee that is comprised of Executive Officers appointed by
the Board of Directors and seeks to accelerate operational decision-making by commissioning suchcommittee to make important management decisions regarding execution of duties within the scope of
the Group’s authorization rules. In the fiscal year under review, the meetings of the Management
Committee were held eighteen (18) times.
v. Audit & Supervisory Board Members’ execution of their duties
a. Audit & Supervisory Board Members exchange information at any time by holding regular meetings withRepresentative Director and confirm the status of operational execution. In the fiscal year under review,the regular meetings were held four (4) times.
b. Audit & Supervisory Board Members attend meetings of the Board of Directors, the Management
Committee, etc. and understand decision making process and the status of operational execution.
c. Audit & Supervisory Board Members exchange information and opinions with External Directors,
accounting auditors and internal audit departments on a regular basis.
d. Audit & Supervisory Board Members concurrently assume office of auditors at eight (8) subsidiaries andconfirm the status of operational execution of each of such subsidiaries by attending meetings of the Boardof Directors of such subsidiaries and holding meeting of the Group’s Audit & Supervisory Board
Members Liaison Committee each month, in principle.
e. The Group has established a system where Audit & Supervisory Board Members can execute their duties
smoothly by ways such as assigning two (2) employees who work for Audit & Supervisory Board
Members.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
* With regard to treatment of rounding numbers displayed in this report, listed amounts are rounded down to thenearest million yen unit, the number of shares are rounded down, and other is rounded to the nearest unit.

(English Translation)― 44 ―

Consolidated Balance Sheet(As of March 31, 2023)(Millions of yen)
Item

AmountAssetsCurrent assets
Cash and deposits
Notes and accounts receivable-trade
Accounts receivable-installment
Operating loans
Merchandise
Other
Allowance for doubtful accounts

675,90952,432
4,827
481,442
100,395
640
52,617(16,445)

Noncurrent assets
Property, plant and equipment
Buildings and structures

286,040

Land
Construction in progress
Other

103,395

Intangible assets
SoftwareOther

167,71155,854
1,911
6,549
9,661
6,671
2,989

Item
Liabilities
Current liabilities
Accounts payable-trade
Short-term loans payable
Current portion of bonds
Commercial papers
Income taxes payable
Provision for bonuses
Provision for point card certificates
Reserve for loss from redemptionof gift certificates
Other
Noncurrent liabilities
Bonds payable
Long-term loans payable
Deferred tax liabilities
Provision for loss on interest
repayment
Provision for loss on guarantees
Provision for stock benefits
Asset retirement obligations
Other
Total liabilities

Investments and other assets
Investment securities
Guarantee deposits
Deferred tax assets

108,668
38,51626,441
20,087
23,622Other

258,426
7,160
103,919
20,24025,000
6,167
3,093
32,477
139
60,228456,961
81,300352,600
135
12,500
71
817
1,694
7,841
715,388

Net Assets
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Accumulated other comprehensive
incomeValuation difference on availablefor-sale securities

Total assets

Amount240,22935,92091,952
155,130(42,774)
5,915
5,915

Non-controlling interests

417

Total net assets

246,562

Total liabilities and net assets

961,950

961,950(English Translation)― 45 ―

Consolidated Statement of Income(From April 1, 2022 to March 31, 2023)(Millions of yen)
Item

AmountRevenue
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Dividends income
Gain on investments in investment partnerships
Gain on deposit settlement
Other
Non-operating expenses
Interest expenses
Provision of allowance for doubtful accounts
Other
Ordinary income
Extraordinary income
Gain on sales of investment securities
Extraordinary loss
Loss on retirement of non-current assets
Impairment loss
Loss on valuation of investment securities
Other
Income before income taxes
Income taxes-current
Income taxes-deferred
Net income
Net income attributable to non-controllinginterests
Net income attributable to owners of parent(English Translation)― 46 ―

217,854
26,111
191,742
152,971
38,771
272
183
109
303
1,454
689
1,132

10
923
432
2,471
65
11,293
(344)

869

3,275
36,36410

3,893
32,482
10,94921,532
59
21,473

Consolidated Statement of Changes in Net Assets(From April 1, 2022 to March 31, 2023)(Millions of yen)
Shareholders’ equity
Capitalstock
Balance as of April 1, 2022

Capitalsurplus35,920Retainedearnings

91,752147,069

Treasurystock(18,269)

Total
shareholders’equity256,473

Changes in the fiscal year:
Dividends(11,005)(11,005)

Net income attributable toowners of parent

21,473

21,473Acquisition of treasury stock
Disposal of treasury stock

119

Change in scope of
consolidation
Change in ownership interestof parent due to transactions
with non-controlling interests
Changes in items other thanshareholders’ equity-net(26,001)(26,001)

1,496

1,616

(2,407)(2,407)80

80

Total changes in the fiscal year

－

199

8,060

(24,505)(16,244)

Balance as of March 31, 2023

35,92091,952

155,130(42,774)

240,229(English Translation)― 47 ―

(Millions of yen)
Accumulated other comprehensive
incomeTotal
Valuation
accumulateddifference on
otheravailable-forcomprehensive
sale securities
incomeBalance as of April 1, 2022

5,140

5,140

Noncontrollinginterests

438

Total net
assets262,052

Changes in the fiscal year:
Dividends(11,005)

Net income attributable toowners of parent

21,473Acquisition of treasury stock(26,001)

Disposal of treasury stock

1,616

Change in scope of
consolidation
Change in ownership interestof parent due to transactions
with non-controlling interests
Changes in items other thanshareholders’ equity-net(2,407)
80
775

775

(21)

754

Total changes in the fiscal year

775

775

(21)

(15,490)

Balance as of March 31, 2023

5,915

5,915

417

246,562(English Translation)― 48 ―

Notes to Consolidated Financial Statements
1. Significant Matters on the Basis for the Preparation of the Consolidated Financial Statements(1) Scope of consolidationi) Number of consolidated subsidiaries: 10
Names of principal consolidated subsidiaries:
MARUI CO., LTD., Epos Card Co., Ltd., MRI Co., Ltd., AIM CREATE CO., LTD., MOVING
CO., LTD., M&C SYSTEMS CO., LTD., MARUI FACILITIES Co., Ltd., MARUI HOMESERVICE Co., Ltd., MARUI HOME SERVICE MANAGEMENT Co., Ltd., tsumiki Co., Ltd.
tsumiki Co., Ltd. is included in the scope of consolidation due to increased importance from thefiscal year under review.
ii) Names of major non-consolidated subsidiaries:
Epos Small Amount and Short Term Insurance Co., Ltd., D2C & Co. Inc., okos Co., Ltd., MARUIKIT CENTER CO., LTD., etc.
Reasons for excluding non-consolidated subsidiaries from the scope of consolidation
The eleven non-consolidated subsidiaries above are excluded from the scope of consolidation
because each of the sums of their total assets, revenue, net income (an amount prorated toownership) and retained earnings (an amount prorated to ownership) has no significant impact
on the Company’s consolidated financial statements.
(2) Application of the equity method
The Company does not apply an equity method for the above eleven non-consolidated subsidiaries andthe following seven affiliates: MIZONOKUCHISHINTOSHI Co., Ltd., etc., because their respective net
income (an amount prorated to ownership) and retained earnings (an amount prorated to ownership) haveno significant impact on the consolidated financial statements.
(3) Summary of significant accounting policies
i) Basis and method for valuation of significant assets(a) Inventories
Merchandise is valued at cost using the monthly weighted average method (carrying amount in thebalance sheet is calculated with consideration of write-downs due to decreased profitability).
(b) Securities
Stocks in subsidiaries and affiliates are stated at cost using the moving average method.
Of available-for-sale securities, those other than stocks, etc. with no market prices are valued at thequoted market price (with any unrealized gains or losses reported as a separate component of net
assets at a net-of-tax amount and cost of sales determined by the moving-average method). Stocks,
etc. with no market prices are mainly stated at cost using the moving-average method.
Investments in partnerships, etc. are stated at the net value of equities based on the most recent
financial statement available prepared according to the financial reporting date specified in therespective partnership agreement.
ii) Method of depreciation and amortization of significant depreciable assets(a) Property, plant and equipment (excluding lease assets)
Property, plant and equipment are depreciated using the straight-line method.
(b) Intangible assets (excluding lease assets)
Intangible assets are amortized using the straight-line method, however, software for internal use isamortized using the straight-line method over the useful life estimated by the Company (notexceeding five years).
(c) Lease assets
Lease assets under financial lease contracts that do not transfer ownership of leased property to thelessee are depreciated using the straight-line method over the lease term with a residual value of zero.
iii) Basis for recognizing significant allowances and provisions(a) Allowance for doubtful accounts
The estimated uncollectible amounts are determined based on the historical rate of bad-debt losses
for general receivables and on the case-by-case analysis of recoverability for receivables with default
possibility.
(English Translation)― 49 ―

(b) Provision for bonuses
The portion of estimated bonus payments that is incurred during the current consolidated fiscal year
is recognized.
(c) Provision for point card certificates
Based on the balance of points awarded to card members outstanding at the end of the current
consolidated fiscal year, the amount expected to be used is recognized.
(d) Reserve for loss from redemption of gift certificates
With regard to gift and other certificates that have been recognized as revenue after passage of acertain length of time after their issuance, the amount estimated to be exchanged in the future isrecognized.
(e) Provision for loss on interest repayment
The amount of consumer loan interest estimated to be repaid at the end of the current consolidated
fiscal year is recognized.
(f) Provision for loss on guarantees
With regard to the guaranteed obligations relating to consumer loans extended by financial
institutions, the amount of loss estimated to have been incurred is recognized.
(g) Provision for stock benefits
To prepare for provision of the Company’s stock benefits to officers and employees pursuant to thestock allotment regulations, provisions are recorded based on the estimated amount of stock benefit
obligations as of the end of the fiscal year under review.
iv) Basis for recognizing revenues and expenses
The Group operates, under the retailing segment, rental and operational management of commercial
facilities, etc., purchasing and sale of apparel, luxury and accessory goods, space production, publicity
and advertising, total logistics service for fashion goods, comprehensive building management, etc.; andin the FinTech segment, provides credit card services, cash advance services, rent guarantee services, IT
systems services, and real estate rental, etc.
In the retailing segment, revenue from fixed term tenants for the service of rental and operational
management of commercial facilities is recognized pursuant to “Accounting Standard for Lease
Transactions” (ASBJ Statement No. 13, March 30, 2007).
For sale of goods and provision of services, revenue is mainly recognized at the time when these goods
or created works are delivered to customers, deeming that control of these goods or works is transferred
to customers and performance obligations are satisfied at the time of delivery. For product sales in ecommerce, revenue is recognized at the time of shipment of products. If the Company acts as an agent in
the sales of products, revenue is recognized on a net basis.
In the FinTech segment, financial charges earned on installment sales and consumer loan interest income
for credit card services and cash advance services are recognized on an accrual basis by the method of
charging on the declining balance of loans, pursuant to the “Accounting Standard for Financial
Instruments” (ASBJ Statement No. 10, July 4, 2019).
For the credit card services, the Company records revenue from affiliate commissions at the time whencredit cards are used pursuant to contracts with customer affiliated stores, as provision of services iscomplete and performance obligations are satisfied at that point in time. Annual fee of EPOS card isrecognized as revenue over a year in which the Company satisfies performance obligations of providing
membership privilege services to customer cardholders.
v) Other significant matters for the preparation of consolidated financial statements
National and local consumption taxes are accounted for by the tax-excluded method.
(4) Additional information(Officer Compensation BIP Trust)
The Company has an incentive plan using the “Officer Compensation Board Incentive Plan Trust (“BIP
Trust”)” to provide an incentive to (i) Directors and Executive Officers (excluding External Directors andnon-residents in Japan) of the Company and (ii) Directors of 14 subsidiaries of the Group, such as MARUICO., LTD. and Epos Card Co., Ltd. (excluding External Directors and non-residents in Japan; collectively,
with the Directors and Executive Officers of the Company, the “Executives”).

(English Translation)― 50 ―

(1) Overview of the plan
The Company sets up a trust with the Executives who fulfill certain requirements as beneficiaries, bycontributing funds to acquire the Company’s stock. The trust acquires the Company’s own stock from thestock market for the number of shares required for delivering to the Executives based on the prescribedinternal rule for stock delivery. Then, in accordance with the internal rule, the Company makes a delivery or
payment of its shares and cash equivalents to the amount obtained by converting a part of the shares into cash
based on the rank of each Executive and degree of achievement of the performance target.
The Company applies the “Practical Solution on Transactions of Delivering the Company’s Own Stock to
Employees, etc. through Trusts” (PITF No. 30, March 26, 2015) for the accounting treatment of the plan.
(2) The Company’s shares held at the trust
The Company’s shares held at the trust are carried at their book value at the trust (excluding incidental
expenses) and accounted for as treasury stock under net assets. The book value of applicable treasury stockis 975 million yen and the number of shares is 491,831 shares as of March 31, 2023.
(Stock Benefit ESOP Trust)
The Company has an incentive plan using the “Stock Benefit Employee Stock Ownership Plan Trust (“ESOP
Trust”)” to provide an incentive to the Group’s employees holding senior management positions (hereinafter
the “Senior Managers”), aiming to enhance their commitment to further improve the business performanceand corporate value over the medium-to-long term.
(1) Overview of the plan
The Company sets up a trust with the Senior Managers who fulfill certain requirements as beneficiaries, bycontributing funds to acquire the Company’s stock. The trust acquires the Company’s own stock from thestock market for the number of shares required for delivering to the Senior Managers based on the prescribedinternal rule for stock delivery. Then, in accordance with the internal rule, the Company makes a delivery or
payment of its shares and cash equivalents to the amount obtained by converting a part of the shares into cash
based on the rank of each Senior Manager and degree of achievement of the performance target.
The Company applies the “Practical Solution on Transactions of Delivering the Company’s Own Stock to
Employees, etc. through Trusts” (PITF No. 30, March 26, 2015) for the accounting treatment of the plan.
(2) The Company’s shares held at the trust
The Company’s shares held at the trust are carried at their book value at the trust (excluding incidental
expenses) and accounted for as treasury stock under net assets. The book value of applicable treasury stockis 503 million yen, and the number of shares is 274,736 shares as of March 31, 2023.
(The application of the group tax sharing system)
The Company and some consolidated subsidiaries have applied the group tax sharing system since thebeginning of the current consolidated fiscal year. In accordance with this application, the Company follows
the “Practical Solution on the Accounting and Disclosure Under the Group Tax Sharing System” (Practical
Solution No. 42, August 12, 2021), for accounting treatment and disclosure of corporate tax, local corporate
tax and tax effect accounting.

(English Translation)― 51 ―

(Connectivity between consolidated financial statements and non-financial information)
To increase its corporate value, the Company, as its policy, proactively discloses useful information whether
it be financial (consolidated financial statements) or non-financial, if such information is deemed beneficial
to a constructive dialogue with stakeholders. Our Business Report primarily discloses the non-financial
information including indicators for LTV (lifetime value), such as recurring revenue and contracted future
recurring profit, which the Company deems to be important for management.
Such non-financial information is useful for stakeholders to evaluate increase, impairment, etc. of theCompany’s corporate value. In the preparation of consolidated financial statements as well, related data andassumptions that serve as a basis for non-financial information may affect accounting estimates and the like,and the Company therefore places emphasis on connectivity between these two types of information.
Specifically, we use the identical basic data and assumptions of the following items for both consolidated
financial statements and related non-financial information, thereby ensuring connectivity between
consolidated financial statements and non-financial information:⚫ Revenue⚫ Gross profit⚫ Deferred tax assets⚫ Noncurrent assets
2. Notes to Changes in Accounting Policies(Application of Implementation Guidance on Accounting Standard for Fair Value Measurement)
The Company applies the “Implementation Guidance on Accounting Standard for Fair Value Measurement”(ASBJ Guidance No. 31, June 17, 2021, hereinafter “Fair Value Measurement Standard Implementation
Guidance”), etc. from the beginning of the current consolidated fiscal year, and applies prospectively the new
accounting policies set forth by the Fair Value Measurement Standard Implementation Guidance, pursuant totransitional treatment provided in Paragraph 27-2 of the Fair Value Measurement Standard Implementation
Guidance. The application has only a minimal impact on the consolidated financial statements for the current
consolidated fiscal year.
3. Notes to Changes in Representation Methods(Consolidated Statement of Income)Gain on deposit settlement, which was included in “other” under “non-operating income” in the current
consolidated fiscal year, is separately stated from the fiscal year under review since its monetary importancehas increased.
4. Notes to Accounting Estimates
Of the amounts recorded on the consolidated financial statements for the current consolidated fiscal year thatare accounting estimates, items which may pose a significant risk to the consolidated financial statements forthe following consolidated fiscal year are as follows.
(1) Valuation of unlisted stocksi) Amount recorded on the consolidated financial statements for the current consolidated fiscal year
The amount recorded on the consolidated balance sheet for unlisted stocks excluding subsidiaries is6,673 million yen for 49 issuances.
ii) Calculation method for amounts recorded on the consolidated financial statements for the current
consolidated fiscal year
As the Group seeks to transition its business model, it has been investing in startups that have thepossibility of future business cooperation. Of these investments, unlisted stocks are included in“investment securities” on the consolidated balance sheet. Additionally, unlisted stocks are stocks,
etc. with no market prices under ASBJ Statement No. 10, “Accounting Standard for Financial
Instruments,” and as such, the amount on the consolidated balance sheet is the acquisition cost.
When impairments are implemented for items for which the actual price based on net assets per share(English Translation)― 52 ―

has decreased by over 50% from the acquisition cost owing to a deterioration in financial conditions
and for items for which a decline in excess earnings power has been identified, an actual price iscalculated based on the investee’s past financial information, business plans obtained and otherrelated factors, and the difference between the actual price and acquisition cost is recorded as loss on
valuation of investment securities. Additionally, if the investee is classified as an associate,
impairments are implemented if adequate evidence is not provided that collectability will recover
within a certain period of time.
iii) Key assumptions used in calculating amounts recorded on the consolidated financial statements forthe current consolidated fiscal year
When implementing impairments for unlisted stocks, etc., that were acquired in consideration ofexcess earnings power, the actual prices are calculated based on actual financial information of theinvestee in addition to business plans of the investee, etc., and the difference between the actual priceand acquisition cost are recorded as loss on valuation of investment securities.
iv) Effect on the consolidated financial statements for the following consolidated fiscal year
Of the above, 4,261 million yen for 16 issuances have results that have failed to meet plans as of thetime of acquisition, and if business results at investees fail to meet plans in the next fiscal year, a loss
on valuation of investment securities or loss on valuation of shares of subsidiaries and associatesmaybe be recorded in the following consolidated fiscal year.
(2) Impairment of store noncurrent assetsi) Amount recorded on the consolidated financial statements for the current consolidated fiscal year(a) Stores that recorded impairment loss in the current consolidated fiscal year due to recognition ofsigns of impairment
Amount of book value of noncurrent assets after impairment: – million yen
Impairment loss:– million yen(b) Stores that did not record impairment loss in the current consolidated fiscal year despite recognitionof signs of impairment
Amount of book value of noncurrent assets:
5,537 million yen(c) Stores with losses from operating activities during only the current consolidated fiscal year
Amount of book value of noncurrent assets:
4,904 million yenii) Calculation method for amounts recorded on the consolidated financial statements for the current
consolidated fiscal year
In creating accounting estimates for impairment of noncurrent assets, the Company mainly uses
stores as a basic unit of measurement, with this measurement also acting as the minimum unit thatcreates cash flows with respect to noncurrent asset grouping. The Company recognizes events thatindicate possibility of impairment (hereinafter the “Impairment Signs”) if the assets or asset groupsof each store (hereinafter the “Store Noncurrent Assets”) used “either have continuous losses fromoperating activities or are projected to have continuous losses,” or “there are changes that will
significantly decrease the amount of possible collectability concerning the usage scope or method,”
etc. Additionally, the Company considers the operating activities of each store to include not only
profits and losses from retail sales, but the issuance of EPOS cards, which serves as the source forgenerating profits and losses in FinTech. As such, concerning profits and losses from operating
activities that use Store Noncurrent Assets that are used in determining the existence of Impairment
Signs, the Company uses the sum of (i) the retail operating profits and losses of each store, and (ii)as profits and losses that have an effect on FinTech through the card issuances at each store, theproduct of historical FinTech profits and losses generated by EPOS card issuances at each store andthe proportion of EPOS cards that will no longer be used after store closing based on historical resultsof past store closures.
For stores that have been determined to have Impairment Signs, the book values are reduced to thecollectible amounts if the total amount of estimated future cash flows before discounts for the Store
Noncurrent Assets is less than the book value, and said amount of reduction is recorded as an
impairment loss.

(English Translation)― 53 ―

iii) Key assumptions used in calculating amounts recorded on the consolidated financial statements forthe current consolidated fiscal year
Key assumptions used in estimating the total amounts of future cash flows before discounts to beobtained from Store Noncurrent Assets at each store are future net sales from products based on sales
strategies, store rental revenue, number of card issuances, and card usage rates, etc., at each store.
Accounting estimates for future net sales from products based on sales strategies and store rental
revenue for each store are based on results from past fiscal years and the remodeling and renewal
plans, etc., for each store, assuming a scenario in which the impact on the number of visiting
customers will recover in the fiscal year ending March 31, 2025 toward normalization from the
COVID-19 pandemic under the assumption that the effects of COVID-19 will linger for a certain
period of time. Additionally, the number of future card issuances and card usage rates, etc., are eachestimated under the projection that there will be steady growth.
Additionally, if the assumptions used in the above estimates and future cash flow calculations change
drastically, there is a possibility that the Company’s financial condition and operating results for thefollowing consolidated fiscal year may be significantly affected.
iv) Effect on the consolidated financial statements for the following consolidated fiscal year
For stores that have been recognized as having Impairment Signs, if the above key assumptions andfuture results become dissociated and profits and losses at each store deteriorate in the following
consolidated fiscal year or if profits and losses from operating activities for the current consolidated
fiscal year are negative, and if profits and losses from operating activities for the following
consolidated fiscal year are negative, the Company will designated such stores as having Impairment
Signs, and may record an impairment loss in the following consolidated fiscal year.
(3) Estimates for allowance for doubtful accounts related to operating loans and accounts receivableinstallmenti) Amount recorded on the consolidated financial statements for the current consolidated fiscal year
Allowance for doubtful accounts:
15,623 million yen
Provision of allowance for doubtful accounts (Selling, general and administrative expenses):
14,700 million yenii) Calculation method for amounts recorded on the consolidated financial statements for the current
consolidated fiscal year
To prepare for losses arising from default of receivables including consumer loans outstanding
operating loans and installment sales account receivable, the Company estimates the future
uncollectible amounts utilizing a doubtful account ratio based on historical default rates, making
necessary adjustments such as future projections. Receivables are categorized based on days indelinquency and the necessity of requiring legal counsel, etc., with doubtful account ratios calculated
for each category.
iii) Key assumptions used in calculating amounts recorded on the consolidated financial statements forthe current consolidated fiscal year
As of the end of the current consolidated fiscal year, the Company has assumed that a trend of
historical bad debt for each category of receivables for a certain period of time in the past willcontinue in the future. Under this assumption, to prepare for losses arising from these effects, theCompany estimates the future uncollectible amounts utilizing a doubtful account ratio calculated
based on recent default rates that reflects most the bad debt expenses expected to be incurred in the
future.
iv) Effect on the consolidated financial statements for the following consolidated fiscal year
As the allowance for doubtful accounts for the end of the current consolidated fiscal year is the best
estimate that can be made as of this time, there are uncertainties in the assumptions used in theestimates and if credit risk of debtors changes due to changes in the economic environment etc., andthere is a possibility that the amounts of allowance for doubtful accounts and provision of allowancefor doubtful accounts recognized on the consolidated financial statements for the following
consolidated fiscal year may be significantly affected.

(English Translation)― 54 ―

(4) Estimates for provision for loss on interest repaymenti) Amount recorded on the consolidated financial statements for the current consolidated fiscal year
Provision for loss on interest repayment:
12,500 million yen
Provision for loss on interest repayment (Selling, general and administrative expenses):－ million yenii) Calculation method for amounts recorded on the consolidated financial statements for the current
consolidated fiscal year
In the calculation of provision for loss on interest repayment, the Company refers to the examples
contained in the “Auditing Solution on the Recording of Allowances for Losses due to Interest
Repayment Requests of Consumer Finance Companies, etc.” (Industry Committee Practical Policy
No. 37) published by the Japanese Institute of Certified Public Accountants (Industry Committee).
Fundamental data used in the calculation are: (a) expected rate of occurrence for repayment requests
from customers, (b) expected amount of requests, and (c) population (number of customers) for which
the possibility of future repayment requests are expected to occur, and the provision for loss oninterest repayment is calculated by combining these elements. For (a)(b)(c), the Company analyzes
historical data and makes forecasts for the future under certain assumptions.
iii) Key assumptions used in calculating amounts recorded on the consolidated financial statements forthe current consolidated fiscal year
Key assumptions used in estimating provision for loss on interest repayment are the expected rate ofoccurrence of repayment requests from customers ((a) provided in ii) above). During the current
consolidated fiscal year, the Company has assumed that said rate of occurrence will continue togradually decrease in the future, as repayment requests will move toward settlement from thefollowing consolidated fiscal year.
iv) Effect on the consolidated financial statements for the following consolidated fiscal year
Owing to the nature of provision for loss on interest repayment as recording the expected amount of
future repayment as a lump sum, forecasts must be made for long periods of time, which in turnintroduces uncertainties to estimates. Additionally, the Company cannot deny that it is possible that
estimates for future repayment amounts may increase or decrease owing to changes in the social
environment and therefore, depending on the state of occurrence of interest repayments in thefollowing fiscal year onward, there may be additional recording of provisions or the occurrence ofreversals.
5. Notes to Consolidated Balance Sheet(1) Accumulated depreciation of property, plant and equipment(2) Guarantee liabilities
Loan guarantees for personal loans offered by financial institutions(3) Balance of liquidated receivables(4) Accumulated reduction entry excluded national subsidy fromacquisition costs of property, plant and equipment(English Translation)― 55 ―

211,351 million yen
13,479 million yen
272,798 million yen
66 million yen

6. Notes to Consolidated Statement of Income
Impairment loss
The Group recognized the amount of impairment loss on the following asset groups.
(Unit: Millions of yen)
PurposeE-commercebusiness

LocationType

Head office, etc.
(Nakano-ku, Tokyo andelsewhere)

SoftwareFurniture and fixtures

Total

Amount254
178
432

Assets are mainly grouped with stores in the Group as the basic unit representing the minimum unit
responsible for generating cash flows, those in e-commerce business are grouped on the basis of business,and rental properties are grouped on the basis of properties. These carrying amounts of the asset groups
above have been written down to the recoverable amount and the amount of the write-down has beenreported as impairment loss under extraordinary losses.
Furthermore, the recoverable amount by asset group has been evaluated by its net sale value or value in
use. For stores that continue to have a negative amount of income produced through operating activities,
the value in use has been evaluated as zero because cash flow cannot be expected. For stores, etc., subject
to closure or the disposal of equipment, the net sale value has been evaluated as zero.

(English Translation)― 56 ―

7. Notes to Consolidated Statement of Changes in Net Assets(1) Type and number of shares issued
Share Class

Number of Shares
as of April 1, 2022

Increase in Shares in
the Fiscal Year

Decrease in Shares in
the Fiscal Year

Number of Shares
as of March 31,
2023

Commonstock

208,660,417 shares－－

208,660,417 shares(2) Dividendi) Cash dividend paid
Resolution
Ordinary
General Meetingof Shareholders
on June 28,
2022
Board ofDirectors
Meeting on
November 11,
2022

Share Class

Total Amount of
Dividend(Millions ofyen)

Dividend per
Share (Yen)Record Date

Effective Date

Common stock

5,224

26

March 31, 2022

June 29, 2022

Common stock

5,781

29

September 30,
2022

December 5,
2022

Notes: 1. Total amount of dividend resolved by the Ordinary General Meeting of Shareholders on June 28,2022 includes 19 million yen of dividends from the Company’s shares owned by Officer
Compensation BIP Trust and Stock Benefit ESOP Trust.
2. Total amount of dividend resolved by the Board of Directors Meeting on November 11, 2022
includes 22 million yen of dividends from the Company’s shares owned by Officer Compensation
BIP Trust and Stock Benefit ESOP Trust.
ii) Dividends for which the record date falls in the current consolidated fiscal year, but the effective date falls
in the following consolidated fiscal year.
The item regarding dividend on common stock is being proposed as follows:
Resolution

Share Class

Total Amount of
Dividend(Millions of yen)

Resourcefor
Dividend

Dividend per
Share (Yen)Record Date

Effective Date

Ordinary
GeneralMeeting of
Shareholders
on June 27,2023

Common
stock

5,703

Retainedearnings

30

March 31,2023

June 28, 2023

Note: Total amount of dividend to be resolved by the Ordinary General Meeting of Shareholders on June 27,2023 includes 22 million yen of dividends from the Company’s shares owned by Officer Compensation
BIP Trust and Stock Benefit ESOP Trust.
(3) The class and the number of shares underlying subscription rights to shares (excluding subscription rights
to shares of which the commencement date of their exercise period has not arrived) at the end of thecurrent consolidated fiscal year.
Not applicable(English Translation)― 57 ―

8. Notes to Financial Instruments(1) Matters concerning the status of financial instrumentsi) Policies concerning financial instruments• Since its founding in 1931, the Group has evolved its unique business model merging retailing andfinancial service, and established its strength and position not found in other companies. Recently,
we newly added forward-looking investments consisting of co-creative investment and investment
in new businesses. With a business model that integrates the three pillars consisting of retailing,
FinTech, and forward-looking investments, we aim to further increase our corporate value. In
FinTech, due to the growth of transaction volume in card transactions and stable handling of cash
advances, operating receivables (accounts receivable-installment and operating loans) haveincreased. The Group makes efforts to maintain proper credit controls based on the belief that“creditability should be built together with customers,” which has been fostered from the time of its
founding.
• As FinTech grows, cash demand has been increasing and the amount of fund procurement needed
has grown as well. Priority is placed on “financial security” with regard to fund procurement.
As a policy, the Group utilizes derivative transactions solely for the purpose of hedging interest
volatility risks in loans, etc. and not for the purpose of speculative transactions.
•Regarding growth investments, the Group builds a three-faceted business model integrating
Retailing and FinTech with “forward-looking investments.” The Group plans to mitigate investment
risk and increase returns by realizing “co-creation” by uniting the Group’s businesses and humanresources with intangible assets such as investees’ expertise and skills. In addition, in principle, theGroup will not engage in cross-shareholdings except for cases in which such holdings are deemednecessary for maintaining or building upon collaborative or transactional relationships that are
strategically critical for improving corporate value. For shares of business partners with whom
sufficiently strong business relationships already exist, it was decided to undertake a phased
reduction in cross-shareholdings out of consideration for asset efficiency and stock price fluctuation
risks.
ii) Description of financial instruments, associated risks, and the risk management system• The Group’s main operating receivables, accounts receivable-installment and operating loans, aregenerated by use of EPOS card such as card transactions and cash advances. For such receivables,
if a customer does not fulfill their obligations in line with the contract, there are credit risks such as
payments in arrears and doubtful accounts. To deal with such risk, the Group strives to lower risk
by implementing credit investigations and credit controls on a case-by-case basis, utilizing bothcredit information from external personal credit information bureaus and the Group’s own credit
system, in accordance with credit control regulations.
• Investment securities consist mostly of shares of companies with which the Group has business
relationships and shares of growth companies which are acquired through “co-creative investment”
in the “forward-looking investments.” There are credit risks associated with the issuers as well as
market risks due to fluctuations in market prices. Concerning “co-creative investment,” the Groupmakes investment decisions after checking profitability including not only financial returns but also
cooperative returns to be generated from cooperation with the Group. In addition, while acquiring
information on market prices and the financial status of investees on a regular basis, shareholdings
for which the strategic significance has been diminished will be sold in a phased manner to reducerisks by taking into account the business relationship with the investees.
• Concerning fund procurement, in the case of a turmoil in the financial market, a substantial
deterioration of the Group’s business performance, or a rapid decline in creditworthiness, fundprocurement may be constrained. There are liquidity risks where sufficient funds cannot be procured,
resulting in scenarios such as insufficient funds in the Group’s businesses and failure to fulfill
repayments and redemptions of loans and corporate bonds, etc. on time. In addition, as fundprocurement interest rates fluctuate depending on the market environment or other factors, there areinterest volatility risks such as procurement costs sharply rising depending on such trends. The
FinTech segment is expected to grow and risks concerning fund procurement will also rise as
demand for funds continues to increase in the future. Amid this situation, the Group employs thefollowing measures from the perspective of “security” and “cost.”• Regarding interest-bearing debt, considering the decline in security due to an increase in debts, theGroup’s policy is to maintain a level of interest-bearing debt of around 90% of operating receivables.
(English Translation)― 58 ―

•••The Group is diversifying fund procurement methods by indirectly procuring funds from financial
institutions and directly procuring funds through issuance of corporate bonds and commercial paper,
as well as liquidating operating receivables, while utilizing these procurement methods in a balancedmanner.
In order to cope with refinancing risk, the Group maintains consistent annual repayment andredemption levels by controlling procurement periods. A backup system has been established byexecuting commitment line contracts and establishing overdraft facilities with financial institutions
for such amounts.
As for interest rates for fund procurement, the Group controls a sharp increase in procurement costs
due to the fluctuations in market interest rates by maintaining a certain rate for the composition of
fixed interest.

iii) Supplementary explanation on fair value, etc. of financial instruments
Since calculation of the fair value of financial instruments incorporates variable factors, the use ofdifferent assumptions may lead to variations in the fair value.
(2) Fair value, etc. of financial instruments
Carrying amount in the consolidated balance sheets, fair value and net unrealized gain/loss of financial
instruments as of March 31, 2023 are shown in the table below.
Notes on “cash and deposits,” “notes and accounts receivable-trade,” “accounts payable-trade,” “shortterm loans payable,” “current portion of bonds,” “commercial paper” and “income taxes payable” havebeen omitted as their fair value approximates their carrying amounts because they are in cash and aresettled within short periods of time.
(Millions of yen)
Consolidated Balance Sheets
Carrying Amount(1) Accounts receivable-installment
Allowance for doubtful accounts

Allowance for doubtful accounts

Unrealized Gain/Loss

481,442(12,287)
469,155(2) Operating loans

Fair Value

504,456

35,301

97,513

106,112

8,598

22,883

22,883－

100,395(2,881)(3) Investment securities
Other securities(4) Guarantee deposits

26,603

26,545(58)

616,156

659,997

43,841(1) Bonds payable

81,30081,223(76)(2) Long-term loans payable

352,600

352,243(356)

Total liabilities

433,900

433,466(433)

Total assets

Notes: Stocks, etc. with no market prices and investments in partnerships, etc. are not included in “(3) Investment securities.”
Consolidated balance sheets carrying amount for these financial instruments are as follows.

(Millions of yen)
Category
Stocks, etc. with no market prices *1
Investments in partnerships, etc. *2
Total

Current consolidated fiscal year
8,925
6,707
15,633

Notes: 1. Stocks, etc. with no market prices include unlisted stocks. In accordance with Paragraph 5 of the “Implementation
Guidance on Disclosures about Fair Value of Financial Instruments” (ASBJ Guidance No. 19, March 31, 2020),
they are excluded from the scope of disclosure.
2. Investments in partnerships, etc. are primarily those in investment limited partners. In accordance with Paragraph24-16 of the “Implementation Guidance on Accounting Standard for Fair Value Measurement” (ASBJ Guidance
No. 31, June 17, 2021), they are excluded from the scope of disclosure.

(English Translation)― 59 ―

(3) Fair value information by level within the fair value hierarchy
The fair value of financial instruments is classified into the following three levels according to theobservability and materiality of inputs used to measure fair value.
Level 1 fair value: Fair value measured using quoted prices (unadjusted) in active markets for
identical assets or liabilities
Level 2 fair value: Fair value measured using inputs other than those in Level 1 that are
observable, either directly or indirectly.
Level 3 fair value: Fair value measured using significant unobservable inputs
If multiple inputs are used that are significant to the fair value measurement, the fair value measurement
is categorized in its entirety in the level of the lowest level input that is significant to the entire
measurement.
(i) Financial assets and financial liabilities measured at fair value
Fiscal year under review (March 31, 2023)(Millions of yen)
Category
Investment securities
Other investment
securities
Total assets

Fair value
Level 1

Level 2

Level 3

Total

20,5901,842

449

22,883

20,5901,842

449

22,883(ii) Financial assets and financial liabilities not measured at fair value
Fiscal year under review (March 31, 2023)(Millions of yen)
Category
Accounts receivableinstallment
Operating loans
Guarantee deposits
Total assets
Bonds payable
Long-term loans payable
Total liabilities

Fair value
Level 1

Level 2

Level 3

Total

－

－

504,456

504,456

－
－
－
－
－
－

－
26,54526,545
81,223352,243
433,466

106,112－610,569－－－

106,11226,545637,114
81,223352,243
433,466

Note: A description of the valuation technique(s) and inputs used in the fair value measurements
AssetsInvestment securities
Listed stocks are measured at their quoted prices on the stock exchange, and classified as Level 1 fair value. Fairvalue of unlisted investment trusts is based on publicly disclosed net asset value, etc. and classified as Level 2 fairvalue. For privately placed bonds for which no quoted market prices are available, the fair value is measured by
the present value of the total amount of principal and interest discounted at interest rates reflecting a remaining
period and credit risk of said bonds and classified as Level 2. Fair value of bonds with stock acquisition rights ismeasured using a discounted present value of future cash flows and stock price volatility, and is classified as Level
3 fair value.
Accounts receivable-installment and Operating loans
The fair value is determined at their present value by discounting, at the risk-free rate, their future cash flows thatare adjusted for their credit risks identified in the credit control process, and is classified as Level 3 fair value.
With respect to receivables with default possibility, the unrecoverable is estimated based on the present value of
their estimated future cash flows. Their fair value thus approximates the amount of carrying value of theconsolidated fiscal year under review less the estimated unrecoverable amount. This amount is therefore used asfair value, which is classified as Level 3 fair value.

(English Translation)― 60 ―

Guarantee deposits
The fair value is determined at the present value of their future cash flows, discounted at the risk-free rate, and isclassified as Level 2 fair value. Guarantee deposits that are expected to be repaid within one year are included.
Liabilities
Bonds payable
The fair value is measured at the present value of the sum of the principal amount and interest payments, discounted
at a rate that takes into account the remaining period of the bond and credit risks, and is classified as Level 2 fairvalue.
Long-term loans payable
The carrying value of long-term loans payable with variable rates are stated at its fair value as such loans reflect
the market interest rate in a short period of time and their carrying amounts approximate fair value. Those with afixed interest rate are measured by discounting the sum of the principal amount and interest payments at an interest
rate assumed to be applied if the same loans were newly executed, and are classified as Level 2 fair value.

9. Notes to Real Estate for Rent and Others(1) Matters concerning the status of real estate for rent and others
Certain subsidiaries of the Company own commercial properties (including land) for rent in Tokyo andother areas.
(2) Matters concerning the fair value of real estate for rent and others(Millions of yen)
Consolidated Balance Sheets Carrying Amount

Fair Value

130,323
287,541
Notes: 1. The amount shown in the consolidated balance sheets equals the cost less accumulated
depreciation and accumulated impairment loss.
2. Fair value at the end of the consolidated fiscal year under review is an amount based primarily
on real-estate appraisals including index-based adjustments by licensed outside real estateappraisers.
10. Notes to Revenue Recognition(1) Disaggregation of revenue
Disaggregation of revenue from contracts with customers is as follows:(Millions of yen)
Reporting segment
FinTechRetailing
Product sales
Commission on
consignment sales (net)Consignment sales (net)
Retailing-related services
incomeAffiliate commissions
Service income
IT and others
Revenue from contracts
with customers
Other revenue (Note)
Revenue from externalcustomers

Total

2,359

－

2,359

6,207

－

6,207

4,811

－

4,811

19,309－19,309－－3,942

46,6553,757
1,233

46,655
3,757
5,176

36,63151,64688,27732,62996,946

129,576

69,260148,593

217,854

Note: Other revenue is revenue from fixed term tenants under the “Accounting Standard for Lease Transactions” (ASBJ
Statement No. 13, March 30, 2007) and installment and revolving fees and interest on credit card cash advances, etc.
under the “Accounting Standard for Financial Instruments” (ASBJ Statement No. 10, July 4, 2019).

(English Translation)― 61 ―

(2) Useful information in understanding revenue
Major revenue from contracts with customers is as follows:
Retailing segment
Product sales
Consideration received from sales of clothing, accessories, foodstuffs, and other merchandise to customers
at stores or through e-commerce by MARUI CO., LTD. is recognized as revenue. If products are sold atstores, customer obtains control of the products at the time of delivery of the products, and our performanceobligations are deemed to be satisfied. Revenue is therefore recognized at the time of delivery of the
products. If products are sold via e-commerce, customer obtains control of the products on the date ofshipment of the products, and our performance obligations are deemed to be satisfied. Revenue is therefore
recognized at the time of shipment of the products.
Commission on consignment sales (net)In consignment sales carried out by MARUI CO., LTD. customers retain ownership of products, and therole of the Group is a provider of services for arranging for consigned products to be provided to customers.
Therefore, the Group recognizes revenue as an agent transaction, thereby revenue is recognized on a net
basis by deducting the cost of these products from the consideration to be received from sales of products
at stores or through e-commerce, in accordance with consignment sales contracts.
Consignment sales (net)In consignment contracts in which MARUI CO., LTD. offers to external business operators rent spaces, etc.
in Marui stores and permits such operators to display and sell merchandise, the role of the Group is toprovide arrangement for the products of business partners of consignment sales to be provided to customers.
Therefore, the Group recognizes revenue from these contracts as an agent transaction, thereby revenue isrecognized on a net basis by deducting the cost of these products from the consideration to be received fromsales of products.
Retailing-related services income
Retailing-related services refer to those other than services relating to stores and e-commerce, excluding
real estate lease contracts (design and construction of commercial facilities, property management,
comprehensive building management, and real estate business, etc.). Consideration for the services isrecognized as revenue at the time when the provision of services is completed, or at the time when theworks are delivered to customers.
FinTech segment
Affiliate commissions
In this transaction, customers are affiliates who operate facilities and services used by card members of
EPOS cards, which are credit cards issued by Epos Card Co., Ltd. Commissions income to be received
based on contracts with customers are recognized as revenue at the time when we provide credit card
settlement service, as we deem that our performance obligations are satisfied at that time.
Service income
In this transaction, customers are card members of EPOS cards, which are credit cards issued by Epos Card
Co., Ltd. Annual fee is recognized as revenue over a year in which the Company satisfies performanceobligations of providing membership privilege services to customers. Service fee income other than annual
fee is recognized as revenue at the time when the provision of services is completed.

(English Translation)― 62 ―

(3) Information to understand the amount of revenue for the current fiscal year and next fiscal year onward
Contract balance, etc.
Beginning and ending balance of contract liabilities for the current fiscal year are as follows. Contract
liabilities mainly consist of unearned balance of annual fee income at the end of the fiscal year. Contract
liabilities are included in “Other” on the consolidated balance sheet.
(Millions of yen)
Current fiscal year
Contract liabilities (beginning balance)
852
Contract liabilities (ending balance)
993
Transaction price allocated to the remaining performance obligations
Description is omitted since the Group has no significant contract with a contract period exceeding one
year.
11. Notes to Per Share Information(1) Net assets per share(2) Net income per share

1,299.97 yen
109.37 yen

12. Notes to Significant Subsequent Events
Not applicable.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
Amounts in these consolidated financial statements have been rounded down to the nearest unit. Ratio etc. arerounded off to the nearest digit.

(English Translation)― 63 ―

Non-Consolidated Balance Sheet(As of March 31, 2023)(Millions of yen)
Item

AmountItem
Liabilities

AssetsCurrent assets
Cash and deposits
Short-term loans receivable fromsubsidiaries and affiliates
Other
Allowance for doubtful accounts

565,392
37,468525,436

Noncurrent assets
Property, plant and equipment
Buildings
Structures
VehiclesFurniture and fixtures

279,295
1,310
13
1
0
1,296

Intangible assets
Investments and other assets
Investment securities
Stocks of subsidiaries and affiliates
Investments in other securities ofsubsidiaries and associates
Investments in capital ofsubsidiaries and affiliates
Other

3,209
(721)

61
277,923
33,131
242,206
650
65
1,869

Current liabilities
Short-term loans payable
Current portion of bonds
Short-term loans payable tosubsidiaries and affiliates
Commercial papers
Accounts payable-otherAccrued expenses
Income taxes payable
Deposits received
Provision for bonuses
Other
Noncurrent liabilities
Bonds payable
Long-term loans payable
Deferred tax liabilities
Provision for stock benefits
Other
Total liabilities
Net Assets
Shareholders’ equity
Capital stock
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for promoting open innovation
Retained earnings brought forward
Treasury stock
Valuation and translation
adjustments
Valuation difference on availablefor-sale securities
Total net assets

Total assets

Amount844,688

Total liabilities and net assets(English Translation)― 64 ―

207,107
103,800
20,24056,49525,000
252
591
140
174
211
201
435,834
81,300352,600
1,366
501
67
642,942
195,80935,92091,42791,307
119
111,235
8,980
102,255728
101,526(42,774)
5,936
5,936
201,745844,688Non-Consolidated Statement of Income(From April 1, 2022 to March 31, 2023)(Millions of yen)
Item

AmountOperating revenue
Operating expenses
Operating income
Non-operating income
Interest income
Gain on investments in investment partnerships
Other
Non-operating expenses
Interest expenses
Provision of allowance for doubtful accounts
Other
Ordinary income
Extraordinary income
Gain on sales of investment securities
Other

19,796
7,652
12,144
2,356
183
349
1,384
689
718

10
0

Extraordinary loss
Loss on valuation of investment securities
Loss on valuation of shares of subsidiaries andassociates
Other
Income before income taxes
Income taxes-current
Income taxes-deferred

2,889

2,792
12,241

11

2,371
2,407
0

4,778
7,473

199
(80)

Net income

119
7,354

(English Translation)― 65 ―

Non-Consolidated Statement of Changes in Net Assets(From April 1, 2022 to March 31, 2023)(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings

Capital
stock

Legal
capitalsurplus

OthercapitalsurplusTotal
capitalsurplus35,92091,307－91,307

Other retained
earnings
Legal
Reservefor Retained
retained
promotingearnings
earnings
open
broughtinnovation forward
105,264

114,886

Dividends(11,005)(11,005)

Net income

7,354

7,354

86

(86)

－

Balance as of April 1, 2022

8,980

641

Total
retainedearnings

Changes in the fiscal year:

Acquisition of treasury stock
119

Disposal of treasury stock
Transfer to reserve forpromoting open innovationfrom retained earnings
Change in items other thanshareholders’ equity-net
Total changes in the fiscal
year
Balance as of March 31, 2023

119

－

－

119

119

－

86

(3,737)(3,651)35,92091,307

11991,427

8,980

728

101,526

111,235(English Translation)― 66 ―

(Millions of yen)
Valuation and translation
adjustments
Valuation
Total
Total
difference on
valuation andTreasuryshareholders’stockavailable-fortranslation
equitysale securities
adjustments(18,269)
223,8465,206
5,206
Shareholders’ equity

Balance as of April 1, 2022

Total net assets

229,052

Changes in the fiscal year:
Dividends(11,005)(11,005)

Net income

7,354

7,354

Acquisition of treasury stock(26,001)(26,001)(26,001)

Disposal of treasury stock
Transfer to reserve forpromoting open innovationfrom retained earnings
Change in items other thanshareholders’ equity-net
Total changes in the fiscal year

1,496

1,616

1,616

(24,505)

Balance as of March 31, 2023

(42,774)

－
729

729

729

(28,036)729

729(27,307)

195,809

5,936

5,936

201,745(English Translation)― 67 ―

Notes to Non-Consolidated Financial Statements

1. Notes on Matters concerning Significant Accounting Policies(1) Basis and method for valuation of assets
Securities
Stocks in subsidiaries and affiliates are stated at cost using the moving average method.
Of available-for-sale securities, those other than stocks, etc. with no market prices are valued at fair value(with any unrealized gains or losses reported as a separate component of net assets at a net-of-tax amountand cost of sales determined by the moving-average method). Stocks, etc. with no market prices aremainly stated at cost using the moving-average method. Investments in partnerships, etc. are stated at the
net value of equities based on the most recent financial statement available prepared according to thefinancial reporting date specified in the respective partnership agreement.
(2) Method of depreciation and amortization of noncurrent assets(a) Property, plant and equipment
Property, plant and equipment are depreciated using the straight-line method.
(b) Intangible assets
Intangible assets are amortized using the straight-line method. Software for internal use, however, isamortized using the straight-line method over the useful life estimated by the Company (notexceeding five years).
(3) Basis for recognizing allowances and provisions(a) Allowance for doubtful accounts
The estimated uncollectible amounts are determined on the case-by-case analysis of recoverability
for receivables with default possibility.
(b) Provision for bonuses
The portion of estimated bonus payments that is incurred during the current fiscal year is recognized.
(c) Provision for stock benefits
To prepare for provision of the Company’s stock benefits to officers and employees pursuant to thestock allotment regulations, provisions are recorded based on the estimated amount of stock benefit
obligations as of the end of the fiscal year under review.
(4) Basis for recognizing revenues and expenses
Revenue of the Company is primarily dividend income and business management fee received from theGroup companies. The Company recognizes revenue from dividend income on the effective date ofdividends. Performance obligations for the business management fee is to provide the entrusted services
to the Group companies according to the contracts with the Group companies, and the Company’s
performance obligations are satisfied at the time when such services are rendered. Therefore, theCompany recognizes revenue or expenses at that point in time.
(5) Other significant matters for the preparation of financial statements
National and local consumption taxes are accounted for by the tax-excluded method.
(6) Additional information(Officer Compensation BIP Trust)As the details of the Officer Compensation BIP Trust are explained in item (4) Additional information of
the Notes to Consolidated Financial Statements, the note is omitted.
(Stock Benefit ESOP Trust)As the details of the Stock Benefit ESOP Trust are explained in item (4) Additional information of theNotes to Consolidated Financial Statements, the note is omitted.
(Application of the group tax sharing system)
As the details of the accounting treatment following the application of the group tax sharing system are
explained in item (4) Additional information of the Notes to Consolidated Financial Statements, the noteis omitted.

(English Translation)― 68 ―

2. Notes to Changes in Accounting Policies(Application of Implementation Guidance on Accounting Standard for Fair Value Measurement)
The Company applies the “Implementation Guidance on Accounting Standard for Fair Value
Measurement” (ASBJ Guidance No. 31, June 17, 2021, hereinafter “Fair Value Measurement Standard
Implementation Guidance”), etc. from the beginning of the current fiscal year, and applies prospectively
the new accounting policies set forth by the Fair Value Measurement Standard Implementation Guidance,
pursuant to transitional treatment provided in Paragraph 27-2 of the Fair Value Measurement Standard
Implementation Guidance. The application has only a minimal impact on the non-consolidated financial
statements for the current fiscal year.
3. Notes to Accounting Estimates
Valuation of unlisted stocks(a) Amount recorded on the non-consolidated financial statements for the current fiscal year
The amount recorded on the non-consolidated balance sheet for unlisted stocks excluding
subsidiaries is 6,673 million yen for 48 issuances.
(b) Calculation method for amounts recorded on the non-consolidated financial statements for thecurrent fiscal year
As the details of the calculation method for amounts are explained in item 4. Notes to Accounting
Estimates of the Notes to Consolidated Financial Statements, the note is omitted.
(c) Key assumptions used in calculating amounts recorded on the non-consolidated financial
statements for the current fiscal year
As the details of the key assumptions used in calculating amounts are explained in item 4. Notes to
Accounting Estimates of the Notes to Consolidated Financial Statements, the note is omitted.
(d) Effect on the non-consolidated financial statements for the following fiscal year
Of the above 4,261 million yen for 16 issuances have results that have failed to meet plans as of
the time of acquisition, and if business results at investees fail to meet plans in the next fiscal year,
a loss on valuation of investment securities or loss on valuation of shares of subsidiaries andassociates maybe be recorded in the following fiscal year.
4. Notes to Non-Consolidated Balance Sheet(1) Accumulated depreciation of property, plant and equipment(2) Guarantee liabilities
Guarantee liabilities in respect to the amount of payables of theconsolidated subsidiary, Epos Card Co., Ltd. to their business partner(3) Receivables and payables to subsidiaries and affiliates
Short-term receivables
Short-term payables
Long-term receivables(English Translation)― 69 ―

915 million yen

20,328 million yen
525,623 million yen
57,331 million yen
1,452 million yen

5. Notes to Non-Consolidated Statement of Income
Transaction with subsidiaries and affiliates
Operating transactions
Operating revenues
Operating expenses
Non-operating transactions

19,795 million yen
1,945 million yen
3,075 million yen

6. Notes to Non-Consolidated Statement of Changes in Net Assets
Class and number of shares of treasury stock
Number of Shares
as of March 31,
2023
Common stock
8,503,136 shares
11,480,425 shares
669,600 shares
19,313,961 shares
Notes: 1. Shares of common stock held as treasury stock increased by 11,480,425 shares due to the purchaseof treasury shares of 1,479,600 shares and the purchase of shares in response to purchasedemands for less than one unit of 825 shares.
2. Shares of common stock held as treasury stock decreased by 669,600 shares due to theintroduction of a restricted stock grant plan for employees of the Group.
3. The number of shares of common stock as of March 31, 2023 includes 766,567 shares of theCompany’s shares owned by Officer Compensation BIP Trust and Stock Benefit ESOP Trust.
Share Class

Number of Shares
as of April 1, 2022

Increase in Sharesin the Fiscal Year

Decrease in Sharesin the Fiscal Year

7. Notes to Tax Effect Accounting
Principal components of deferred tax assets and deferred tax liabilities(Deferred tax assets)
Impairment loss of investment securities in subsidiaries andaffiliates for restructuring
Other
Sub-total
Valuation allowance
Total

1,305 million yen
4,820 million yen
6,125 million yen(4,553) million yen
1,572 million yen(Deferred tax liabilities)
Reserve for promoting open innovation
Valuation difference on availablefor-sale securities
Total

321 million yen
2,617 million yen

Net deferred tax assets(1,366) million yen

2,938 million yen

8. Notes to Revenue Recognition
This information is as described in “Basis for recognizing revenues and expenses” in “Notes on Mattersconcerning Significant Accounting Policies.”(English Translation)― 70 ―

9. Notes to Transactions with Related Parties
Subsidiaries, affiliates and other related parties

Type

Subsidiaries

Name

VotingRights heldby theCompany(%)

Business Contents

Relationship
Concurrent Posts of
Directors and Audit &Supervisory Board
Members

Business
Relationship

MARUI CO., LTD.

Marui and Modi StoreBusiness,
Mail-order Business(Ownership)
Direct100.0

2 personsBusinessmanagement

Epos Card Co., Ltd.

Credit Card Business,
Credit Loan Business(Ownership)
Direct100.0

1 personBusinessmanagement

M&C
SYSTEMS CO.,LTD.

Software Development,
Computer Operation(Ownership)
Direct100.0

1 personCommission ofsystemmaintenanceand operation

Name

Transactions

Amount ofTransactions(Millions of yen)Account Item

Balance as ofMarch 31, 2023
(Millions of yen)

Borrowing of funds*Note 147,795

Short-term loans
payable tosubsidiaries andaffiliates

45,757

Businessmanagement fee*Note 2

1,487－

Lending of funds*Note 1

585,332

Short-term loans
receivable fromsubsidiaries andaffiliates

Businessmanagement fee*Note 2

3,876

－

－

Receipt of interest

2,341

－

－

Type

MARUI CO., LTD.

Subsidiaries
Epos Card Co., Ltd.

－519,936

M&C
Outsourcing
SYSTEMS CO., expenses
886 Accrued expenses
67
LTD.
*Note 3
Terms of transactions and policy for deciding transaction terms
Notes: 1. These loans are intended to centralize control of the intra-Group funds by the cash management
system. The interest rate is reasonably determined based on the market interest rate. The
transaction amounts shown in the table above are average outstanding balances.
2. These represent fees for accounting and personnel management related services provided and aredetermined on a reasonable basis.
3. These represent commission fees for maintenance and operation of systems and are determinedbased on the general terms and conditions.
10. Notes to Per-Share Information(1) Net assets per share(2) Net income per share

1,065.48 yen
37.46 yen(English Translation)― 71 ―

11. Notes to Significant Subsequent Events
Not applicable.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
Amounts in these non-consolidated financial statements have been rounded down to the nearest unit. Ratio etc. arerounded off to the nearest digit.

(English Translation)― 72 ―

Supplementary Schedules

Schedule of Property, Plant and Equipment and Intangible Assets
Category(Millions of yen)
Accumulated
Balance atBalance at
Net book
Increase
Decrease
depreciation or Amortization
Asset type beginningend ofvalue at end
during period during period
amortization at during periodof period
periodof periodend of period
Buildings

124

－

－

124

110

0

13

Structures

21

－

－

21

20

0

1

VehiclesProperty,plant andequipment Furnitureand fixtures

34

－

－

34

34

6

0

2,051

0

6

2,045

749

13

1,296

Constructionin progress

17

81

99

－

－

－

－

Total

2,249

82

105

2,225

915

20

1,310

Other

217

6

－

223

162

14

61

Total

217

6

－

223

162

14

61

Intangible
assetsSchedule of Allowance and Provisions(Millions of yen)
Category

Balance at beginning of
Increase during period Decrease during period
periodBalance at end of
periodAllowance for doubtful
accounts

32

689

0

721

Provision for bonuses

204

211

204

211

Provision for stock
benefits

257

244

－

501

(English Translation)― 73 ―

Schedule of Operating Expenses(Millions of yen)
Item

AmountRemarks

1.

Salaries and allowances

2,096

2.

Provision for bonuses

211

3.

Welfare expenses

478

4.

Officer compensation

292

5.

Travel and transportation expenses

87

6.

Communication expenses

147.

Entertainment expenses

184

8.

Print expenses

11

9.

Outsourcing expenses

1,950

10.

Commission expenses

926

11.

Rent expenses on land and buildings

313

12.

Taxes and dues

329

13.

Repair expenses

4

14.

Utilities expenses

28

15.

Depreciation and amortization

36

16.

Supplies expenses

27

17.

Other

659

Total

7,652

Amounts in these supplementary schedules have been rounded down to the nearest unit.

(English Translation)― 74 ―

The Company resolved as following at a Board of Directors held after April 1, 2023. Details of the resolution
are as shown below.
1. Matters on changes in capital policy*Resolved at the Board of Directors held on May 9, 2023
(1) Reason for the changes
The Group has promoted capital optimization to date in line with the business structure transformation.
First, in responding to transformation to a business structure centered on FinTech, the Group acquired
treasury stock worth approximately 100.0 billion yen under a policy of reducing the equity ratio of the
FinTech segment to approximately 10% in line with the average in the industry and achieved this target
in the fiscal year ended March 31, 2021. Next, in the current five-year medium-term management planthat ends in the fiscal year ending March 31, 2026, the Group acquired treasury stock worth 50.0 billion
yen by the fiscal year ended March 31, 2023 to redistribute surplus capital in the retailing segment.
Through this acquisition, the equity ratio which had remained high lowered to approximately 25%, ourtarget level. The Group has achieved a target for the balance sheet and, for dividends, decided to use a
dividend on equity ratio (DOE) as a new indicator, aiming to realize more stable, longer-term dividend
increases moving forward. The Group will change the method for acquiring treasury stock and will
flexibly conduct this process, comprehensively considering a range of factors including the financial
conditions and share price, etc. instead of the existing plan-based method.
(2) Details of the change
Before the change:• The Company will endeavor to continuously increase the level of dividends according to the long-term
growth in EPS to realize high growth coupled with high returns.
• The Company will gradually raise its target for the consolidated payout ratio from 40% with the aim
for a consolidated payout ratio of approximately 55% by the fiscal year ending March 31, 2024 andimplement ongoing, long-term dividend increases.
• Acquisition of treasury stock is conducted at an appropriate time after comprehensively considering a
range of factors including cash flows, targeting total shareholder returns of approximately 70% on aconsolidated basis for improving capital efficiency and enhancing shareholder interest.
After the change:• The Company will endeavor to continuously increase the level of dividends based on the long-term
growth in EPS to realize high growth coupled with high returns.
• The Company will aim to realize ongoing, long-term dividend increases, targeting a dividend on equity
ratio (DOE) of approximately 8%.
• Acquisition of treasury stock is flexibly conducted after comprehensively considering a range offactors including the financial conditions and share price, etc., for improving capital efficiency andenhancing shareholder interest.
(3) Timing of application
Applied from the fiscal year ending March 31, 2024.
(4) Dividend forecast for the fiscal year ending March 2024
Dividend per share (yen)Fiscal year ending March
2024
Forecast
Fiscal year ended March
2023

DOE

The end of second
quarterYear-end

Total

50.00

51.00

101.00

8.0%

29.00

30.00

59.00

4.6%

(English Translation)― 75 ―

2. Matters on the limit of acquisition of treasury stock*Resolved at the Board of Directors held on May 9, 2023
(1) Reason for share acquisition
The Group has promoted capital optimization to date in line with the business structure transformation.
First, in responding to transformation to a business structure centered on FinTech, the Group acquired
treasury stock worth approximately 100.0 billion yen under a policy of reducing the equity ratio of the
FinTech segment to approximately 10% in line with the average in the industry and achieved this target
in the fiscal year ended March 31, 2021. Next, in the current five-year medium-term management planthat ends in the fiscal year ending March 31, 2026, the Group acquired treasury stock worth 50.0 billion
yen by the fiscal year ended March 31, 2023 to redistribute surplus capital in the retailing segment.
Through this acquisition, the equity ratio which had remained high lowered to approximately 25%, ourtarget level. The Group has achieved a target for the balance sheet and decided to change capital policy
from this fiscal year under review, under which the Group will flexibly acquire treasury stock,
comprehensively considering a range of factors including the financial conditions and share price, etc.,
instead of the existing plan-based method. For this fiscal year under review, the limit for acquisition oftreasury stock is set at 40.0 billion yen to respond to a case where future profitability is not fully
incorporated in the share price.
(2) Particulars of acquisition of treasury stocki. Type of shares to be acquired
・ Common stockii.

Total number of shares to be acquired・ Up to 22.0 million shares(11.62% of the total number of issued shares excluding treasury stock)iii.

Total amount of acquisition of shares・ Up to 40.0 billion yen

iv.

Period of acquisition
・ From June 1, 2023 to March 31, 2024

(Reference) Ownership status of treasury stock as of April 30, 2023
Total number of issued shares excluding treasury stock: 189,346,456 shares
Number of treasury stock: 19,313,961 shares
Note: Treasury stock includes 766,567 shares held by the Officer Compensation BIP Trust andStock Benefit ESOP Trust.

(English Translation)― 76 ―

Major external evaluation related to ESG (From April 1, 2022 to March 31, 2023)

The MARUI GROUP wasselected for inclusion in Dow
Jones Sustainability World
Index for the fifth consecutiveyear

The MARUI GROUP was selected for inclusion in
all five ESG Indexes utilized by the GPIFThe MARUI GROUP wasselected for inclusion in“FTSE4Good Index Series*2”
for the sixth consecutive year

The MARUI GROUP wasawarded CDP’s “Climate
Change A List”

The MARUI GROUP wasselected for inclusion in
the Nadeshiko Brands forthe sixth consecutive year

For details, please see the following
website.www.0101maruigroup.co.jp/ci/award.html*1 TERMS AND CONDITIONS
http://info.msci.com/l/36252/2017-06-27/kj5n9b

The MARUI GROUP was
included in the Health &Productivity Stock Selection
for the sixth consecutive year

* 2 F T S E Russell (the trading name of FTSE International Limited and Frank
Russell Company) confirms that MARUI GROUP CO., LTD. has been
independently assessed according to the FTSE4Good criteria, and has satisfied
the requirements to become a constituent of the FTSE4Good Index Series.
Created by the global index provider FTSE Russell, the FTSE4Good IndexSeries is designed to measure the performance of companies demonstratingstrong Environmental, Social and Governance (ESG) practices. The FTSE4Good
indices are used by a wide variety of market participants to create and assess
responsible investment funds and other products.

(English Translation)― 77 ―