(TRANSLATION ONLY)
Securities Code: 2651
May 2, 2023
Commencement of electronic provision: April 26, 2023
To All Shareholders with Voting Rights
Sadanobu Takemasu
President, Representative Director
Lawson, Inc.
11-2, Osaki 1-chome, Shinagawa-ku, TokyoNOTICE OF THE 48th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially notified that the 48th Ordinary General Meeting of Shareholders will be held as follows.
In convening the Ordinary General Meeting of Shareholders, the Company takes measures to provide the materials forthe meeting electronically and has posted the “Notice of the 48th Ordinary General Meeting of Shareholders” on thefollowing website providing the agenda materials for the General Meeting of Shareholders and other related materials
electronically.
Lawson Website
https://www.lawson.co.jp/company/ir/event/meeting/Electronic agenda materials for the General Meeting of Shareholders and other related materials are posted on thewebsite of the Tokyo Stock Exchange (TSE) as well. Please access the following TSE website (Listed Company
Search), enter the issue name (company name) or securities code in the search field, and select “Basic Information (基本情報)” and then “Documents for Public Inspection/PR Information(縦覧書類／ＰＲ情報).”TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

If you do not attend the meeting, please exercise your voting rights using either of the methods described below after
examining REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS attached hereinor posted on the website specified above.

[Voting by Electronic Means (Internet, etc.)]
Please exercise your voting rights by 5:45 p.m. on Tuesday, May 23, 2023, after reading the attached document“Exercising Voting Rights via the Internet, etc.”[Voting in Writing (by Mail)]
Please indicate your approval or disapproval of the matters to be resolved on the Voting Rights Exercise Form
enclosed herewith and return it so that it reaches us by 5:45 p.m. on Tuesday, May 23, 2023. If neither approvalnor disapproval is indicated for any matter on the Voting Rights Exercise Form, it will be treated as anindication of approval.

1. Date and Time: 10:00 a.m., Wednesday, May 24, 2023
2. Venue: Hall C, Tokyo International Forum, 5-1 Marunouchi 3-chome, Chiyoda-ku, Tokyo
3. Objectives of the Meeting
Reports:
The Business Report, the Consolidated Financial Statements and the Nonconsolidated Financial Statements for the
48th Fiscal Term (from March 1, 2022, to February 28, 2023), and the related Audit Reports
Matters to Be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Five (5) Directors
Proposal No. 3: Election of Two (2) Audit and Supervisory Board Members

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(TRANSLATION ONLY)•••

If you attend in person, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
You do not need to enter your approval or disapproval in the Voting Rights Exercise Form if you will attend.
If you wish to exercise your voting rights by proxy, your proxy is requested to present a document evidencing his/her proxy,such as a power of attorney, together with the Voting Rights Exercise Form in the proxy’s own name at the reception desk. (Thequalified proxy is limited to one shareholder having voting rights for this meeting as per the relevant provision in the Articles
of Incorporation.)
Please note that we will not provide souvenirs for shareholders attending the General Meeting of Shareholders.

2(TRANSLATION ONLY)REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company regards the ROE (consolidated return on equity) as a significant management indicator and has been
conducting business activities. In addition, the Company’s policy for dividend payment is to set the target for
consolidated dividend payment ratio at 50%, with the stable minimum annual amount of ¥150 per share, while
securing internal reserves necessary for future business development during the course of sustainable growth of theLawson Group.
We intend to maintain year-end dividends for the current fiscal term at ¥75 per share pursuant to such policy.
Accordingly, full-year dividends, including interim dividends of ¥75 per share, will be ¥150 per share.
We intend to continue to place emphasis on the distribution of profit to shareholders into the future.
We will endeavor to raise the Company’s corporate value by appropriating internal reserves for necessary business
investments such as opening new stores, renovating existing stores and new business development.
Year-end dividends:(1) The assignment of the dividend property to shareholders and total amount thereof:¥75 per share of the Company’s common stock at a total of ¥7,505,777,850(2) Effective date of the dividends from surplus:
Thursday, May 25, 2023

3

(TRANSLATION ONLY)[Reference: Changes in Dividends and Consolidated Dividend Payment Ratio]

43rd Term

44th Term

45th Term

46th Term

47th Term

48th Term(Current Period)

Interim dividend¥127.50¥127.50
¥75
¥75
¥75
¥75
per share
Year-end dividend¥127.50¥127.50¥75¥75¥75¥75 (Planned)
per share
Annual dividend
¥255
¥255
¥150
¥150
¥150
¥150 (Planned)
per share
Consolidated net¥268.16¥255.71¥200.95¥86.84¥178.87¥246.70
income per share
Consolidated(Planned)
dividend payment
95.1%
99.7%
74.6%
172.7%
83.9%
60.8%
ratio
ROE
9.7%
9.3%
7.3%
3.2%
6.6%
8.9%
Notes:
Consolidated dividend payment ratio is calculated based on annual dividend per share divided by consolidated net
income per share.

4

(TRANSLATION ONLY)
Proposal No. 2: Election of Five (5) Directors
The terms of office of all five (5) Directors expire at the conclusion of this 48th Ordinary General Meeting of
Shareholders. Accordingly, we propose the election of five (5) Directors.
The Company has endeavored to ensure management transparency and fairness, and has a rule to appoint
Independent Directors equaling one-third or more of the Board’s composition. If this proposal is approved and passed,
there will be five (5) Directors of the Company after the meeting of shareholders, of which two (2) will be Outside
Directors. All of the Outside Directors are “Independent Directors/Audit and Supervisory Board Members.” Therefore,
we propose that you continue to elect Independent Directors equaling one-third or more of the Board’s composition.
The candidates for Directors are as stated in the following table. Please refer to pages 10 to 14 for the brief personal
histories of the indicated candidates.
Furthermore, please refer to page18for the policy and procedures of the Company’s Board of Directors fornominating candidates for Directors.

Position at the Company, etc.

Board ofDirectors’
meeting
attendance
rate

No.

Name

1

Sadanobu Takemasu

President and CEO,
Representative Director

Reappointment

100%

2

Masayuki Itonaga

Executive Managing
OfficerMember of the Board

Reappointment

100%

3

Miki Iwamura

Member of the Board

Reappointment, outside,
independent

91.7%

4

Satoko Suzuki

Member of the Board

Reappointment, outside,
independent

100%

5

Kiyotaka Kikuchi

Member of the Board

Reappointment

100%

Notes:
1. Ms. Miki Iwamura’s legal name is Miki Oku.
2. Positions at the Company, etc., are as of April 19, 2023.

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(TRANSLATION ONLY)

Brief Personal History, Position, Assignment and Important
Concurrent Positions

No.
1

April 1993

Joined Mitsubishi Corporation

June 2010

Executive Assistant to President and Chief Executive Officer,
Corporate Administration Department and Corporate Strategy
and Planning Department, Mitsubishi Corporation

May 2014

Senior Executive Vice President, Representative Director,
Division Director of Corporate Sales Division ― Lawson
Mart, Lawson, Inc.

March 2016

Senior Executive Vice President, Representative Director― Corporate Staff Divisions; SEIJO ISHII, Natural Lawson
and Lawson Store100 Business; Overseas Business;
Entertainment and Consumer Service Business, andDivision Director of Corporate Sales and Store Development
Division, Lawson, Inc.

■Number of the Company’s
shares held:
11,100June 2016

President and COO, Representative Director, Lawson, Inc.

March 2017

President and CEO, Representative Director, and Division
Director of Marketing Division, Lawson, Inc.

■Attendance at Board of
Directors’ meetings
12 out of 12 (100%)

September 2017

President and CEO, Representative Director, Chairman of theBoard, CHO, and Division Director of Entertainment
Business Division, Lawson, Inc.

February 2019

President and CEO, Representative Director, Chairman of theBoard, CHO, and Division Director of Marketing Division,Lawson, Inc.

March 2019

President and CEO, Representative Director, Chairman of theBoard, CHO, and Division Director of Marketing Strategy
Division, Lawson, Inc.

March 2020

President and CEO, Representative Director, Chairman of theBoard, and CHO, Lawson, Inc.

March 2021

President and CEO, Representative Director, Chairman of theBoard, and CSO, Lawson, Inc. (Current position)

Sadanobu Takemasu(August 12, 1969)
Reappointment■Years in officeNine years (as of theconclusion of themeeting ofshareholders)

Reasons for nomination as Director
Mr. Sadanobu Takemasu has been nominated as a candidate for Director of theCompany as he has led the entire Group with a focus on the domestic convenience
store business, as well as contributed to the improvement of corporate value and theachievement of sustainable corporate management as President and CEO,
Representative Director, Chairman of the Board, and CSO of Lawson, Inc. We would
like to continue to benefit from his management and supervision of the Company byleveraging his experience.

Particular conflicts of interest between the Candidate andLawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc.

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(TRANSLATION ONLY)
Brief Personal History, Position, Assignment and Important
Concurrent Positions

No.
2

Masayuki
Itonaga

April 1990

Joined Mitsubishi Corporation

March 1995

Trade Finance Team, International Finance Department,
Mitsubishi Corporation

August 1997

Accounting Department, Kansai Branch, Mitsubishi
Corporation

December 2000

Seconded to Bridgestone Sales (Thailand) Co., Ltd. in
Thailandas Financial and Administrative Director

January 2006

Assistant General Manager, Administration Department,
Living Essentials Group, Mitsubishi Corporation

April 2012

Seconded to Princes Limited in the U.K.
as Group Corporate Control Director

March 2016

Deputy General Manager, Administration Department,
Metals Group, Mitsubishi Corporation

March 2018

Representative Director, President and CEO, Mitsubishi
Corporation Financial and Management Services (Japan) Ltd.

April 2022

Financial Administration Division, Lawson, Inc.

May 2022

Executive Vice President, Member of the Board and CFO,
Lawson, Inc.

March 2023

Executive Managing Officer, Member of the Board and CFO,
Lawson, Inc. (Current position)(February 7, 1967)
Reappointment■Number of theCompany’s shares held:—■Attendance at Board of
Directors’ meetings
10 out of 10 (100%)■Years in office

One year (as of theconclusion of themeeting ofshareholders)

Reasons for nomination as Director
Mr. Masayuki Itonaga is a Director, Executive Managing Officer, Member of theBoard and CFO of the Company and is responsible for the Company's finance andaccounting, business risk management, investor relations (IR), and purchasing
management. He has been nominated as a candidate for Director as we would like tocontinue to benefit from his management and supervision of the Company byleveraging his experience.

Particular conflicts of interest between the Candidate andLawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc.

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Brief Personal History, Position, Assignment and Important
Concurrent Positions

No.

3

April 1988

Joined Dentsu Inc. (currently Dentsu Group Inc.)

October 1995

Joined Booz Allen Hamilton Inc.

October 2001

Associate Professor (Management Strategy, Marketing
Strategy), Nihon University

July 2003

Brand CEO of Mimiso NY, Richemont Japan K.K.

July 2007

Chief Marketing Officer, Google Japan Inc. (currently
Google Japan G.K.)

May 2015

Managing Director, APAC Brand and Marketing, CMO
Japan, Google G.K.

May 2018

Outside Director, Lawson, Inc. (Current position)

May 2019

Vice President, APAC & Japan Marketing, Google G.K.
(Current position)

April 2021

Executive Vice President, Tokyo University (Current
position)

Miki Iwamura(October 24, 1965)
Reappointment, outside,
independent■Number of the Company’s
shares held:

1,000■Attendance at Board of
Directors’ meetings
11 out of 12 (91.7%)■Years in office

Five years (as of theconclusion of the meetingof shareholders)

Reasons for nomination as Outside Director and expected roles
Ms. Miki Iwamura has been nominated as a candidate for Outside Director, as she
has deep insight into management, marketing, and brand reinforcement using digitalbig data through business execution as Vice President, APAC & Japan Marketing,
Google G.K. In addition, she has been proactively making suggestions anddisseminating information on workstyle reforms and the promotion of women’s
advancement in the workplace. We have been receiving her proactive opinions andsuggestions regarding the Company’s management at Board of Directors’ meetings,
and we would like to continue to benefit from her supervision of the Company’s
management by leveraging her experience.
Ms. Iwamura serves as a member of the Company’s Nomination and Compensation
Advisory Committee, which consists exclusively of non-executive directors and parttime outside Audit and Supervisory Board members. She has also been registered asan Independent Director/Audit and Supervisory Board Member with the Tokyo Stock
Exchange, Inc., pursuant to the rules specified by the exchange.

Particular conflicts of interest between the Candidate andLawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc.
Ms. Miki Iwamura’s legal name is Miki Oku.

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Brief Personal History, Position, Assignment and Important
Concurrent Positions

No.

4

April 1999

Joined Nihon L’Oreal KK

September 2006

Joined Boston Consulting Group K.K.

September 2011

Lecturer, Graduate School of Management, Kyoto
University

April 2016

Associate Professor, Graduate School of Management,
Kyoto University

April 2017

Associate Professor, The School of International Corporate
Strategy at the Graduate School of Business Administration,
Hitotsubashi University (Current position)

May 2020

Outside Director, Lawson, Inc. (Current position)

June 2022

Outside Director, Stanley Electric Co., Ltd. (Current
position)

Satoko Suzuki(November17, 1977)
Reappointment, outside,
independent

Reasons for nomination as Outside Director and expected roles■Number of the Company’s
shares held:
300■Attendance at Board of
Directors’ meetings
12 out of 12 (100%)■Years in office

Three years (as of theconclusion of the meetingof shareholders)Ms. Satoko Suzuki has been nominated as a candidate for Outside Director, as she
has a wealth of academic knowledge on consumer behavior, marketing and brandmanagement. She has also served as a member of public and private committees
related to “hospitality management” and “globalization of service industry,”
published many papers, presented at academic conferences and received awards.
We have been receiving her proactive opinions and suggestions regarding theCompany’s management at Board of Directors’ meetings, and we would like tocontinue to benefit from her supervision of the Company’s management byleveraging her experience.
Ms. Suzuki serves as a member of the Company’s Nomination and Compensation
Advisory Committee, which consists exclusively of non-executive directors andpart-time outside Audit and Supervisory Board members. She has also beenregistered as an Independent Director/Audit and Supervisory Board Member with
the Tokyo Stock Exchange, Inc., pursuant to the rules specified by the exchange.

Particular conflicts of interest between the Candidate andLawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc.

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(TRANSLATION ONLY)

Brief Personal History, Position, Assignment and Important
Concurrent Positions

No.

5

Kiyotaka Kikuchi(November 19, 1966)
Reappointment■Number of the Company’s
shares held:—■Attendance at Board of
Directors’ meetings
12 out of 12 (100%)■Years in office
Two years (as of theconclusion of the meeting ofshareholders)April 1989

Joined Mitsubishi Corporation

June 2009

Seconded to Itoham Foods Inc. as Director Executive
Officer

February 2013

Living Essentials Group CEO Office, Mitsubishi
Corporation

April 2014

General Manager, Food Retail Dept., Retail Div., Mitsubishi
Corporation

October 2015

Deputy Division COO, Living Essential Resources Div.,
Mitsubishi Corporation

April 2016

Division COO, Fresh Food Products Div., Mitsubishi
Corporation

April 2017

General Manager, Living Essentials Group CEO Office,Mitsubishi Corporation

April 2019

General Manager, Consumer Industry Group CEO Office,Mitsubishi Corporation

April 2020

Senior Vice President, General Manager, Consumer
Industry Group CEO Office, Mitsubishi Corporation

April 2021

Executive Vice President, Group CEO, Consumer Industry
Group (Concurrently) Division COO, Retail Div.,
Mitsubishi Corporation

May 2021

Member of the Board, Lawson, Inc. (Current position)

April 2023

Executive Vice President, Group CEO, Consumer Industry
Group, Mitsubishi Corporation (Current position)

Reasons for nomination as Director
Mr. Kiyotaka Kikuchi has been nominated as a candidate for Director, as he has awealth of knowledge on the consumer industry field, mainly in the food industry,
through his duties at Mitsubishi Corporation, the parent company of Lawson, Inc.,as well as his secondment to a meat processing manufacturer. We have been
receiving his proactive opinions and suggestions regarding the Company’s
management at Board of Directors’ meetings, and we would like to continue tobenefit from his supervision of the Company’s management by leveraging his
experience.
Mr. Kikuchi serves as a member of the Company’s Nomination and Compensation
Advisory Committee, which consists exclusively of non-executive directors andpart-time outside Audit and Supervisory Board members.

Particular conflicts of interest between the Candidate andLawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc.

Notes:
1. In accordance with Article 24 of the current Articles of Incorporation, Lawson, Inc. has concluded the following
liability limitation agreements with Ms. Miki Iwamura, Ms. Satoko Suzuki and Mr. Kiyotaka Kikuchi. Under theliability limitation agreement concluded with the Company, Directors (excluding those who are executive
directors, etc.) assume liability for damages specified in Article 423, Paragraph 1 of the Companies Act within alimit not exceeding the amount stipulated by laws and regulations, provided that they have performed duties
which resulted in a cause of such liability in good faith without gross negligence.
2. The Company has entered into indemnity agreements as prescribed under Article 430-2, Paragraph 1 of theCompanies Act with all of its Directors and Audit and Supervisory Board Members, whereby the Company shallindemnify the expenses set forth in item (i) of the said Paragraph and the losses set forth in item (ii) of the saidParagraph within the limits prescribed by laws and regulations.
3. The Company has concluded corporate officer liability insurance (D&O insurance) contract designating its
Directors and Audit and Supervisory Board Members as the insured. The insurance contract covers damages suchas indemnities and contentious expenses based on the legal liability for damages incurred by the insured due toactions taken by the insured as an officer of the Company. If each of the candidates is elected and assumes office
as a Director, all of such Directors will be insured under the said insurance contract. The term of the insurance

10

(TRANSLATION ONLY)

4.

contract is one (1) year, and it is scheduled to be renewed by resolution of the Board of Directors before theexpiration of the term.
The information in nominees’ Brief Personal Histories, Positions, Assignments and Important Concurrent Positions iscurrent as of April 19, 2023.

11

(TRANSLATION ONLY)
Proposal No. 3: Election of Two (2) Audit and Supervisory Board Members
The terms of office of Eiko Tsujiyama, Audit and Supervisory Board Member, and Yuko Gomi, Audit andSupervisory Board Member, expire at the conclusion of this 48th Ordinary General Meeting of Shareholders.
Accordingly, we propose that you elect two (2) Audit and Supervisory Board Members.
The consent of the Audit and Supervisory Board has been obtained for this proposal.
The candidates for Audit and Supervisory Board Members are as stated below.
Furthermore, please refer to page 18 for the policy and procedures of the Company’s Board of Directors fornominating candidates for Audit and Supervisory Board Members.

Brief Personal History, Position and Important Concurrent
PositionsNo.

1April 1999

Admitted to the Japanese bar, joined T. Kunihiro and Co.
Attorneys-at-Law
Partner, T. Kunihiro and Co. Attorneys-at-Law (Current
position)January 2012
July 2012

Councilor, The Foundation for the Promotion of Industrial
Science (Current position)

September 2013

Legal Advisor to the Legal Compliance Office, General
Affairs Division, Minister’s Secretariat, Cabinet Office(Part-time, current position)

June 2018

Outside Audit and Supervisory Board Member, Nippon Gas
Co., Ltd. (Schedule to resign in June 2023)

May 2019

Outside Audit and Supervisory Board Member, Lawson, Inc.
(Current position)

June 2019

Outside Director (Member of the Audit Committee), Alps
Alpine Co., Ltd. (Current position)

August 2022

Information Security Advisor, Japan Coast Guard (Current
position)

Yuko Gomi(March 28, 1972)
Reappointment, outside,
independent■Number of the Company’s
shares held:

300■Attendance at Board of
Directors’ meetings
12 out of 12 (100%)■Attendance at Audit &Supervisory Board meetings
16 out of 16 (100%)■Years in office
Four years (as of theconclusion of the meeting ofshareholders)

Reasons for nomination as Outside Audit and Supervisory
Board Member
Ms. Yuko Gomi has been nominated as a candidate for Outside Audit andSupervisory Board Member, as she has a wealth of business experience related tolaws and regulations and risk management centered on the area of corporate legal
affairs from a legal perspective and broad insight as a lawyer. She has been
appropriately auditing the execution of duties of directors and is expected tocontinue to sufficiently fulfill the role of an Audit and Supervisory Board Member.
Ms. Gomi serves as a member of the Company’s Nomination and Compensation
Advisory Committee, which consists exclusively of non-executive directors andpart-time outside Audit and Supervisory Board members. She has been registered asan Independent Director/Audit and Supervisory Board Member with the Tokyo
Stock Exchange, Inc., pursuant to the rules specified by the exchange.

Particular conflicts of interest between the Candidate andLawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc.

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Brief Personal History, Position and Important Concurrent
PositionsNo.
2

Yuko Miyata(August 1, 1964)
New appointment, outside,
independent

April 1989

Joined Nippon Lever K.K. (currently Unilever Japan K.K.)

March 1993

Brand Manager, Marketing, Nippon Lever K.K.

January 2000

Management Development Director, HR, Nippon Lever
K.K.

May 2004

Strategic HR Group, Unilever PLC (Unilever’s UK
Headquarters）

July 2005

Member of the Board, Head of HR and Ggeneral Aaffairs ,Unilever Japan K.K.

May 2013

Operating Officer, Head of HR, Bayer Holding Ltd.

January 2021

HR consultant (sole proprietorship) (Current position)

May 2023

Outside Director, Audit and Supervisory Committee
Member, Takeuchi Manufacturing Co., Ltd. (scheduled to beappointed)■Number of the Company’s
shares held:—

Reasons for nomination as Outside Audit and Supervisory
Board Member
Ms. Yuko Miyata is nominated as a candidate for Outside Audit and Supervisory
Board Member as we expect that we can leverage her experience in auditing andsupervising the Company. She has global experience, including overseas
assignments in the U.S. and the U.K. She has extensive experience in humanresources and labor affairs at global companies, having served as Member of theBoard, Head of HR and General Affairs of Unilever Japan K.K. and as Executive
Officer and General Manager of the Human Resources Division of Bayer Holding
Ltd. Ms. Miyata also has considerable knowledge of overall business decisionmaking, governance, and compliance.
Ms. Miyata has been registered as an Independent Director/Audit and Supervisory
Board Member with the Tokyo Stock Exchange, Inc., pursuant to the rules specified
by the exchange.

Particular conflicts of interest between the Candidate andLawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc.
Ms. Yuko Miyata's legal name is Yuko Yajima.

1.

2.

In accordance with Article 32 of the current Articles of Incorporation, Lawson, Inc. has concluded the following
liability limitation agreement with Ms. Yuko Gomi. Under the liability limitation agreement concluded with theCompany, Audit and Supervisory Board Members assume liability for damages specified in Article 423,
Paragraph 1 of the Companies Act within a limit not exceeding the amount stipulated by laws and regulations,provided that they have performed their duties which resulted in a cause of such liability in good faith withoutgross negligence. The Company plans to enter into a similar agreement with Ms. Yuko Miyata upon her election
and assumption of office as an Audit and Supervisory Board Member.
The Company has entered into indemnity agreements as prescribed under Article 430-2, Paragraph 1 of theCompanies Act with all of its Directors and Audit and Supervisory Board Members, whereby the Company shallindemnify the expenses set forth in item (i) of the said Paragraph and the losses set forth in item (ii) of the saidParagraph within the limits prescribed by laws and regulations. The Company plans to conclude the same
indemnity agreement with Ms. Yuko Miyata upon her election and assumption of office as an Audit andSupervisory Board Member.

3.

4.

The Company has concluded corporate officer liability insurance (D&O insurance) contract designating its
Directors and Audit and Supervisory Board Members as the insured. The insurance contract covers damages suchas indemnities and contentious expenses based on the legal liability for damages incurred by the insured due toactions taken by the insured as an officer of the Company. If each of the candidates is elected and assumes office
as an Audit and Supervisory Board Member, all of such Audit and Supervisory Board Members will be insured
under the said insurance contract. The term of the insurance contract is one (1) year, and it is scheduled to be
renewed by resolution of the Board of Directors before the expiration of the term.
The information in nominees’ Brief Personal Histories, Positions and Important Concurrent Positions is current
as of April 19, 2023.

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(TRANSLATION ONLY)
Reference: Proposed management system following the approvals of Proposal Nos. 2 and 3
Main areas of experience and expertise
Name

Sadanobu
Takemasu
Masayuki
Itonaga
Miki
IwamuraSatokoSuzuki
Kiyotaka
KikuchiPositionNew
appointment /reappointment

GenderPresident andCEO,
Reappointment
Representative
Director
Member of theBoard,
Reappointment
Executive
Managing Officer

Male

Member of theReappointment
Board

FemaleMember of theReappointment
Board

FemaleMember of theReappointment
Board

Male

Nomination andOutsideCompensation Years inindepende
Corporate
Advisory
officent officer
management
Committee

9

●

1

●
●

Corporatefinance /accounting

Legal affairs/
compliance andriskMarketing

IT/DX

Globalexperience

●

●

●

Franchise orretail business

●

Male

○

○

5

○

○

3

○

2

●

●
●
●

●

●

●

●
●

●

●

●

Male
Audit andSupervisory Board－
Member (fulltime)
Audit andSupervisory Board－
Jun Miyazaki Member (fulltime)
Audit and
Yuko Gomi Supervisory Board Reappointment
MemberAudit and
Keiko
Supervisory Board－
YoshidaMemberAudit andNew
Yuko Miyata Supervisory Board appointment
Member

ShuichiImagawa

3

●

●

●

2

●

●

●

●

Male

FemaleFemaleFemale

○

○

4

○

○

3

○

○

0

●
●

●

●

●

Note:
Members of the Board with titles and members of the Nomination and Compensation Advisory Committee will be determined at the Board of Directors’ meeting
after the General Meeting of Shareholders, while Audit and Supervisory Board Member (full-time) will be determined at the Audit and Supervisory Board meeting
after the General Meeting of Shareholders.
.

14

(TRANSLATION ONLY)[Reference] Policy and procedures of the Company’s Board of Directors for nominating candidates
for directors and Audit and Supervisory Board members
Lawson, Inc. has established the Director/Audit and Supervisory Board Member Election Standard as the basis fornominating candidates for directors and Audit and Supervisory Board members. Those with different expertise andexperience are nominated as candidates for directors to ensure diversity of the Board of Directors as a whole and tocarry out appropriate decision making and supervision. Furthermore, in addition to the independence standard specified
by the Tokyo Stock Exchange, Inc., we have established our own criteria concerning independence in order to appoint
two or more Independent Directors/Audit and Supervisory Board Members who are unlikely to have a conflict ofinterest with general shareholders in an effort to ensure transparency and fairness of management.
In addition, as an advisory organ that recommends candidates for directors, candidates for representative directors,
and posts to the Board of Directors, we have voluntarily established a Nomination and Compensation Advisory
Committee. All seven members of the committee are non-executive directors or part-time Audit and Supervisory Board
members, with six being Independent Directors/Audit and Supervisory Board Members. The committee is designed torecommend candidates for directors, candidates for representative directors, and posts to the Board of Directors with ahigh level of independence. In the event that a director or representative director engages in an act that significantly
damages corporate value or ceases to satisfy the Director/Audit and Supervisory Board Member Election Standard after
assuming his/her post, a dismissal or other treatment will be considered after consultation with the Committee.
As for candidates for Audit and Supervisory Board members, those with knowledge and expertise in finance,accounting, risk management and law, which are necessary for auditing operations, are nominated as candidates for
Audit and Supervisory Board members upon obtaining the consent of the Audit and Supervisory Board.

1. Director/Audit and Supervisory Board Member Election Standard(1) A person who can deeply relate to the Lawson Group’s corporate philosophy of “Creating Happiness and Harmony
in Our Communities”(2) A person who has the capability to contribute to the sustainable growth and corporate value improvement of theLawson Group(3) A person who has no hindrance in health, both physically and mentally, in the performance of his/her duties(4) A person who is popular, possesses dignity, impeccable ethics, and a law-abiding spirit(5) A person who has objective decision-making abilities and is gifted with both foresight and insight(6) A person who has a wealth of experience and knowledge on corporate management and an area of expertise(7) A person who is able to secure enough time to do the job(8) A person who does not fall under the criteria for disqualification provided by the Companies Act(9) For Independent Directors/Audit and Supervisory Board Members, a person who does not conflict with the Criteria
concerning Independence as specified by the Company

2. Criteria concerning Independence
Besides the independence standard specified by the Tokyo Stock Exchange, Inc., we have established our own
Criteria concerning Independence. Outside directors or outside Audit and Supervisory Board members who do notconflict with either of them are appointed as Independent Directors/Audit and Supervisory Board Members.
(1) A person for whom the Lawson Group is a key business partner, or an executive officer thereof
A supplier group who provides products or services to the Lawson Group, with the amount of sales to the Lawson
Group in the most recent business year amounting to 2% of the supplier group’s consolidated net sales or more
(2) A key business partner of the Lawson Group, or an executive officer thereof
A client group to whom the Lawson Group provides products or services, with the amount of sales of the Lawson
Group to the client group in the most recent business year amounting to 2% of the Lawson Group’s consolidated net
sales (gross operating revenues) or more
(3) A consultant, accounting expert or legal expert who receives substantial monies or other property from the Lawson
Group other than as director/Audit and Supervisory Board member remuneration.
A consultant, accounting expert such as a certified public accountant, or a legal expert such as a lawyer, who receives
substantial monies or other property from the Lawson Group other than as director/Audit and Supervisory Board
member remuneration, and who has received compensation of 5 million yen per year or more over the past two years(4) A major shareholder of Lawson, Inc. (if the major shareholder is a corporation, an executive officer of thecorporation)(5) (A close relative is) An executive officer of the Lawson Group(6) (A close relative is) A non-executive director or accounting advisor (if the Independent Director/Audit andSupervisory Board Member is an outside Audit and Supervisory Board member) of the Lawson Group(7) A person whose total term of office at the time of re-appointment exceeds eight years for outside director and 12
years for outside Audit and Supervisory Board member
Even if the person falls under any of the above, said person can be elected as a candidate for an independent outside
director/Audit and Supervisory Board member if the Board of Directors deems said person to have substantial
independence. In such case, the reason will be explained and disclosed at the time of his/her election as outside
director/Audit and Supervisory Board member.

15

(TRANSLATION ONLY)

BUSINESS REPORT(March 1, 2022 through February 28, 2023)
I. CURRENT STATUS OF THE CORPORATE GROUP
1. Summary of Operations(1) Business Developments and Results of Operations
During the fiscal year under review, or fiscal 2022 ended February 28, 2023, we continued to take rigorous
prevention measures against the infection of the novel coronavirus and responded to new normal demand byexerting concerted Group-wide efforts. Specifically, under the leadership of our Lawson Group Sweeping
Transformation Executive Committee, which was launched in September 2020 to realize “Challenge 2025”
formulated for 2025, the 50th anniversary of our foundation, we renovated our stores and revamped our productlineups in Domestic Convenience Store Business in response to changes in the business environment, and thewhole Lawson Group endeavored to resolve medium- to long-term issues for sustainable growth, acquire newrevenue opportunities and foster job satisfaction. Fiscal 2022 was a year in which we took concrete actions.
Upholding a strategic concept of focusing on community, individual customers, and individual stores, we
introduced an area company system in the Hokkaido and Kinki regions ahead of other regions. Under the new
system, the roles and scope of discretion assigned to the headquarters and areas were reviewed, and greater
authority and discretion were delegated to the respective areas so as to expedite decision-making and speed up
the hypothesis/verification cycle.
As a result, for fiscal 2022 on a consolidated basis, gross operating revenue increased to 988,621 million yen(up 41.6% from previous fiscal year), operating income increased to 55,056 million yen (up 16.9% fromprevious fiscal year) and ordinary income increased to 53,453 million yen (up 12.4% from previous fiscal year).
Profit attributable to owners of parent was 24,689 million yen (up 37.9% from previous fiscal year).
The Company has adopted the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29,
March 31, 2020) and other standards from the beginning of the fiscal year ended February 28, 2023. Therefore,
year-on-year comparative figures for the fiscal year represent amounts based on the previously adopted
accounting policies. For information on the changes in relation to the application of the new accounting
standards, please refer to Consolidated Financial Statements and “Notes to Consolidated Financial Statements(Changes in Accounting Policies).”
We also focused on improving our group-wide internal control system and addressing operating risks basedon the 2022 Basic Policy for Improvement of Internal Control Systems. We will continue promoting internal
control going forward.
Operating results by business segment were as follows.
(Domestic Convenience Store Business)
During the fiscal year under review, the state of quasi-emergency declaration was lifted in March 2022, there
have been repeated waves of new COVID-19 cases during the fiscal year under review, but an overall rising
trend was seen in the movement of people.
Amid such drastic shifts in the business landscape, Lawson has been proceeding with store renovations
considering the characteristics/situation of each store, helping them expand their merchandise assortment offrozen foods and other daily necessities to adapt to changes in customers’ lifestyles and better address customer
needs. By the end of fiscal year 2022, we had completed the renovation of some 2,985 stores, and the total
number of stores renovated since fiscal 2021 reached 7,290. Installation of the Machikado Chubo in-store
kitchen service at stores also progressed, with 9,191 stores equipped with the service as of the end of fiscal year
2022. In addition, we implemented a full-scale introduction of MUJI products at LAWSON stores in May 2022,with a total of 9,621 stores including those in the previous fiscal year offering the merchandise as of the end of
fiscal year 2022.
In store operations, as we work our way toward 2025, our 50th anniversary year, we launched the HAPPYLAWSON PROJECT! in June 2022 with the aim of creating “new hubs of refreshment in every community,”and promoted measures to fulfill the three promises of our business policy—“Superior taste,” “Humankindness,” and “Environmental (Machi) friendliness”—in an effort to operate LAWSON stores endorsed by
all our customers.
In addition to further strengthening our distinctive products that focus on taste and health, we are also
working to provide heartfelt customer service in our stores. Furthermore, we are continuing with ourenvironmentally friendly measures such as reducing food loss, plastic usage, and CO2 emissions.
[Store Operations]
In store operations, we continued to focus on reinforcing adherence to the Three Essential Practices, whichemphasizes (1) serving customers courteously; (2) offering a merchandise assortment focused on basic items

16

(TRANSLATION ONLY)
with high demand; and (3) keeping our stores and communities clean. In our efforts to respond to customer
needs and increase sales, we also focused on expanding our merchandise assortment to respond to changes incustomer lifestyles and values. Furthermore, we kept up our initiatives to increase the profitability of franchise
stores, including helping them streamline their store operation and control costs associated with food waste andutility expenses.
[Merchandising and Service Strategies]
Sales continued to surge in frozen foods, fast-food counter items and products offered by the Machikado
Chubo in-store kitchen service, whose assortments we have been endeavoring to expand with the aim ofsupporting the daily lives of customers with store renovations. In the frozen food range, sales were strong foringredients and deli items that fulfill customers’ pantry needs as well as for groundbreaking items such asfrozen desserts. In the fast-food counter range, “Kara-age-kun” chicken nuggets in new flavors, their “Saucetopped” series, and “Protein Chicken” for protein lovers enjoyed robust sales. With regard to products offeredby the Machikado Chubo, we saw strong performance for regular items such as the “Mixed-seafood Tempura
Rice Bowl” as well as deli items and box lunch items in which rice is packed separately launched after October
2022.
Furthermore, we strengthened our merchandise assortment of regular products and rolled out sales
promotional measures, which resulted in the strong performance of onigiri rice balls and the “Korega BENTO”
box lunch series in the rice range and deli items in the daily food range. In addition, new dessert products suchas “NAMA CUSTARD CREAM PUFF” and “Rich Canelé” also contributed to sales. MUJI cosmetics andbaked sweets, which we are currently in the process of introducing, recorded strong sales.
In food delivery service, the combined number of stores listed on 4 food delivery services such as Uber Eats,reached 3,558 in 46 prefectures as of February 28, 2023. In addition, Uber Eats delivers over-the-counter (OTC)
drugs sold at 91 LAWSON stores in 17 prefectures.
[Breakdown of Sales by Merchandise Category at Chain Stores in Domestic Convenience Store Business]
Sales
Percentage of total
Year on Year
Product group(millions of yen)(%)(%)
Processed foods
103.2
1,229,474
53.5
Fast foods

517,272

22.5

107.7

Daily delivered foods

352,081

15.3

102.4

Nonfood products

200,690

8.7

101.8

Total

2,299,518

100.0

104.0

[Store Development]
In opening new stores, the Group continued to focus on developing profitable stores.
During the fiscal year under review, the total number of LAWSON, NATURAL LAWSON and LAWSONSTORE100 stores opened in Japan stood at 228 stores. Meanwhile, we closed a total of 253. As of the end of
February 2023, the total number of domestic stores was 14,631 *1.
In an effort to establish convenience store models catered to an aging population and a trend toward selftreatment, we are building partnerships with dispensing pharmacy and drug store chains to operate healthcareoriented LAWSON stores that offer over-the-counter pharmaceuticals and prescription drugs, as well as a wider
assortment of cosmetics and daily necessities than conventional LAWSON stores. The number of stores
offering non-prescription drugs has reached 298 stores (includes 51 pharmacy LAWSON stores equipped withdrug-dispensing pharmacies) as of the end of February 2023. Moreover, the number of stores with nursing careconsultation desks for seniors has reached 20 as of the end of February 2023. Furthermore, we have also been
expanding our chain of “in-hospital LAWSON stores,” which feature strengthened focus on medical, sanitaryand nursing supplies in addition to merchandise and services offered at standard convenience stores. The
number of such stores has reached 345 as of the end of February 2023. Building on our expertise developed
through operation of in-hospital LAWSON stores, we will continue to support the lives of all people interactingwith hospitals.
Our NATURAL LAWSON stores, which are popular among customers for supporting their beauty, health,and comfortable lifestyles, offer an exclusive selection of finely picked items of value, including food madewith healthy ingredients and environmentally friendly detergents and cosmetics. Meanwhile, our LAWSONSTORE100 stores offer high quality, safe and reliable fruits and vegetables with a focus on freshness and daily
necessities, supporting customers’ daily dietary lives by helping them plan their meals. The stores are visitedby customers of all ages including children and the elderly, and particularly single people and homemakers. Asof the end of February 2023, we operate 131 NATURAL LAWSON stores and 661 LAWSON STORE100
stores.

17

(TRANSLATION ONLY)*1 The numbers of store openings and closings and total number of stores in Japan include stores operatedby Lawson, Inc. and three equity-method affiliates, Lawson Kochi, Inc., Lawson Minamikyushu, Inc. and
Lawson Okinawa, Inc.
[Change in Total Number of Domestic Stores]
Total stores as ofFebruary 28, 2022
LAWSON

Change during fiscal
year

Total stores as ofFebruary 28, 2023

13,851(12)

13,839NATURAL LAWSON

136

(5)

131

LAWSON STORE100

669

(8)

661

14,656(25)

14,631Total

As a result, Domestic Convenience Store Business posted gross operating revenue of 691,363 million yen(up 62.8% from previous fiscal year) and segment profit of 39,001 million yen (up 37.3% from previous fiscal
year).
(Seijo Ishii Business)
Seijo Ishii Co., Ltd provides customers with well-selected, and highly original foods under its philosophy of“Quality food for a quality life.” Operating diverse store formats including street-side stores and stores in stationbuildings and commercial facilities, the supermarket chain leverages its distinguished product development
expertise to offer original products and food items made in-house under the Seijo Ishii brand. The number of
directly operated Seijo Ishii Co., Ltd stores reached 175 as of the end of February 2023. In the first half of the
fiscal year, sales were slow for perishable food and grocery items including fruit and vegetables, meat and fish,
and confectionery, especially at street-side stores. This was attributable to the high relative basis of comparison
resulting from the spike in demand same period of last year from customers staying at home during the COVID19 pandemic. In the second half of the fiscal year, however, dishes produced in-house at Seijo Ishii’s central
kitchen recorded steady sales, driven by promotional projects and reinforced publicity activities.
Furthermore, in July 2022 we started operating a new central kitchen, doubling our production capacity. By
harnessing the expanded capacity, we are stepping up our efforts to develop new items in-house and to increase
the proportion of items produced in-house. In addition, on December 16, 2022, due to a comprehensive
consideration of trends in the stock market and other factors, Seijo Ishii Co., Ltd withdrew its listing application
filed with the Tokyo Stock Exchange on September 9, 2022. We will continue striving to elevate the brandpower of Seijo Ishii by promoting the sustainable development of products of value, effective promotional
campaigns, and publicity activities as a manufacturing retailer eager to send messages out to consumers.
As a result, Seijo Ishii Business posted gross operating revenue of 109,541 million yen (up 0.8% fromprevious fiscal year) and segment profit of 11,189 million yen (down 0.5% from previous fiscal year).
(Entertainment-related Business)
With respect to our ticketing business in our Entertainment-related Business undertaken by Lawson
Entertainment, Inc., concerts and other events were resumed in force in an environment in which restrictions
on movement were lifted for the first time in three years. Under such circumstances, we focused our efforts on
securing an expanded lineup of events in each genre with the aim of capturing the increased demand, which
resulted in our ticket transaction value for the full fiscal year exceeding the pre-pandemic level recorded infiscal 2019. Furthermore, sales for our product sales business also increased year on year at HMV music/video
software stores and others. Meanwhile, demand from stay-at-home customers slowed in our e-commercebusiness, which resulted in decreased sales, but we are working to expand the scope of merchandise we handle
to include entertainment and cosmetics goods. The number of stores has reached 55 as of February 28, 2023,
including HMV stores, HMV&BOOKS, which markets books, CDs and DVDs, and HMV record shop storesspecializing in analog records.
During the fiscal year under review, United Cinemas Co., Ltd., an operator of cinema complexes, again
attracted more moviegoers than in the same period of the previous fiscal year. Sales increased as a result of
measures taken to attract customers, such as distributing discount coupons to members, and strengthening
digital advertising. As of February 28, 2023, 44 cinema complexes nationwide with 399 screens are operating.
As a result, Entertainment-related Business posted gross operating revenue of 72,167 million yen (up 14.6%
from previous fiscal year) and segment profit of 3,963 million yen (up 74.2% from previous fiscal year).

18

(TRANSLATION ONLY)(Financial Services Business)
With respect to our Financial Services Business, we endeavored to offer an expanded range of new services
through Lawson Bank, Inc.’s ATMs and ATM settlement network. As of the end of February 2023, thenumber of ATMs installed nationwide reached 13,519, with each ATM used 52.6 times a day on average. The
total number of our financial institution partners reached 384 nationwide. We now have seven partners for the“smartphone ATM (QR code deposit/withdrawal)”*2 service, 23 for the “Immediate Account Settlement
Service”*3 (18 financial institutions and five other service operators), and seven for international moneytransfer cards. In addition to conventional demand for cash deposit and withdrawal services, charging tocashless payment services has contributed to the increased use of ATMs, etc.
Regarding LAWSON Ponta Plus credit cards issued by Lawson Bank, Inc, we are steadily expanding credit
card membership by rolling out a range of promotional campaigns and strengthening promotional efforts atstores.
*2 A service where customers can deposit/withdraw cash or take out/repay a credit card loan at an ATM
by using a smartphone app instead of a bank card. “smartphone ATM” is a registered trademark of Seven
Bank, Ltd.
*3 A service that allows customers to top up their mobile payment app from their account with a financial
institution by harnessing the ATM network.
As a result, Financial Services Business posted gross operating revenue of 34,486 million yen (up 2.6%
from previous fiscal year) and segment profit of 3,882 million yen (up 31.1% from previous fiscal year).
(Overseas Business)
With regards to Overseas Business, the Group’s operating companies opened LAWSON stores in the
People’s Republic of China, Thailand, Indonesia, the Philippines, and the United States of America (Hawaii).
The number of LAWSON stores in the People’s Republic of China, reached 5,620 as of the end of February
2023, up 1,060 stores from the end of previous fiscal year. In addition to opening new stores through our
subsidiaries, we are also launching stores by concluding mega franchise agreements with local retailers in
different cities, as well as area license agreements—where partner companies serve as headquarters indesignated areas and assume overall operation and development—in efforts to accelerate the expansion ofbusiness areas and the number of stores. In July 2022, the number of stores exceeded 5,000, a milestone firstfor a Japanese convenience store chain. Due to the spread of COVID-19, large-scale movement restrictions
were imposed across China in and after April 2022, and about half of the stores in the eastern part of thecountry suspended their operations due to the lockdown across Shanghai. Almost all stores were reopened
after the lockdown was lifted in June 2022, but both government-imposed and self-imposed restrictions on
movement continued intermittently in different regions. After China’s zero COVID policy was eased in early
December 2022, the number of new cases among store staff increased, forcing stores to suspend theiroperations or operate with shorter hours. Thus, the business environment remained extremely challenging
throughout the year. Meanwhile, the movement of people has been showing a phased recovery starting withcities where infection numbers have peaked, which has resulted in a decline in the number of stores suspending
their operations or operating with shorter hours and a recovery trend in daily sales. We will work to offer oursignature high-quality original products including rice and dessert items, enhance the value of the Lawson
brand in China, and increase earnings by strengthening our delivery business. Furthermore, from fiscal year
2022, Chengdu Lawson, Inc. has been included in the scope of consolidation.
With regard to regions outside China, stores that had been suspending their operations or operating withshorter hours have resumed normal operations and are gradually recovering from the impact of COVID-19 inalmost all stores. While making preparations to accelerate the pace of new store openings, we will continue
to operate our stores to sustain the daily lives of our customers and strive to further expand our earnings. In
addition, from fiscal year 2022, Lawson Philippines, Inc. has been included in the scope of consolidation.

19

(TRANSLATION ONLY)[Distribution of LAWSON Brand Stores Overseas by Region]
Change during
fiscal year

Number of stores(As of February
28, 2023)

2,349

134

2,483

China Chongqing and surrounding area
(Chongqing, Sichuan)

489

309

798

China Liaoning(including Shenyang, Dalian)

461

125

586

China Beijing and surrounding area
(Beijing, Tianjin, Hebei)

343

89

432

China Guangdong and Fujian(including Shenzhen, Xiamen)

－

174

174

China Hubei (including Wuhan)

526

91

617

China Anhui (including Hefei)

175

56

231

China Hunan (including Changsha)

117

43

160

China Hainan (including Haikou)

100

39

139

4,560

1,060

5,620

Thailand

166

15

181

Indonesia

65

191

256

Philippines

69

32

101

United States of America Hawaii

2

－

2

4,862

1,298

6,160

Country/Region

Number of stores(As of February
28, 2022)

China Shanghai and surrounding area
(Shanghai, Zhejiang, Jiangsu)

China Subtotal

Total

As a result, Overseas Business posted gross operating revenue of 92,132 million yen (up 15.1% fromprevious fiscal year) and segment loss of 3,064 million yen (segment profit was 2,342 million yen in previous
fiscal year).

(Sustainability Philosophy and Initiatives)
With the aim of achieving a sustainable society through Lawson’s business activities based on our
corporate philosophy, “Creating Happiness and Harmony in Our Communities,” we established the SDGs
Committee effective March 1, 2019. We are making Group-wide efforts led by our SDGs Committee to
conduct individual initiatives that solve social issues through our business activities. Furthermore, on March
1, 2021 the position of Chief Sustainability Officer (CSO) was assumed by the president and CEO andrepresentative director to further strengthen our initiatives.
Specifically, we identified issues having significant impacts on the environment, society and economy
across our business activities including our value chains, identified social issues that should be prioritized,
and uphold them as our six material issues (materiality) that we are currently working on.
Lawson’s “Six Material Issues”
1. Providing safety/security-oriented overwhelmingly high value-added products and services friendly tosociety and the environment
2. Supporting health promotion for all people through products and stores
3. Providing comfortable work environment leading to job satisfaction
4. Supporting women, senior people as well as children’s growth
5. Coexisting synergistically with communities by serving as part of social infrastructure
6. Sustainable environment preservation activities toward carbon-free society
In Environmental Initiatives, we formulated its environmental vision, “Lawson Blue Challenge 2050!” in
2019, aiming to realize a (1) reducing CO2 emissions; (2) reducing food waste; and (3) reducing plastic use(for containers, packaging and shopping bags) and focused efforts are under way.
Furthermore, in an effort to tackle climate change issues, we are following the Task Force on Climate-

20

(TRANSLATION ONLY)
related Financial Disclosures (TCFD) recommendations to analyze climate-related risks and opportunities andpromote disclosure of their impact on our business activities and financial performance.
Goals related to the environmental aspect (KPIs)
IssuesShort-term KPIs
for 2025

Medium-term KPIs
for 2030

Long-term KPIs
for 2050

Reducing CO2 emissions(per store)

Reduce by 15%
over 2013

Reduce by 50%
over 2013

Reduce by 100%over 2013

Reducing food waste

Reduce by 25%
over 2018

Reduce by 50%
over 2018

Reduce by 100%over 2018

Reducing plastic use(for containers andpackaging)

Reduce by 15%
over 2017

Reduce by 30%
over 2017(50% of materials usedfor Lawson’s original
product containers andpackaging are ecofriendly)(100% of materials usedfor Lawson’s original
product containers andpackaging areeco-friendly)

Reducing plastic use(Plastic shopping bags)―

Plastic shopping bags
Reduce by 100%―

Our measures for social issues include promoting respect for human rights and diversity, health andproductivity management, and social contribution activities.
・Respect for Human Rights
With the aim of embodying our Group’s corporate philosophy, “Creating Happiness and Harmony in Our
Communities,” we focus on respecting the human rights of all the stakeholders of our Group including our
supply chain by complying with the Lawson Group Human Rights Policy, which was established in June
2021 as our top-level basic policy on human rights. We signed the United Nations Global Compact, aworldwide initiative to achieve sustainable growth in the international community in May 2022. We will
respect human rights in all aspects of its business activities, build relationships of trust with all people
involved in its business activities, and promote initiatives to respect human rights with support and respect
international norms such as the United Nations Guiding Principles on Business and Human Rights.
・Promoting Diversity and Inclusion
Our goal is for employees with diverse values to come together to exert their maximum power as a whole,strengthening our chain even further. In hiring new employees, we focus on the aptitude, motivation, andcompetence of each individual regardless of their gender, nationality, age, academic background, or place oforigin. In our regular recruitment, we have been working to achieve our target of a 50:50 gender ratio since2005, and have continued to actively hire non-Japanese nationals since 2008. In addition, in an effort toachieve the target of raising the proportion of female managers to 30% by fiscal 2030, top management
members offer training to female executive candidates as part of our program to develop the next generationof leaders from among general managers.
Data on Active Role of Female Employees
FY 2019

FY 2020

FY 2021

FY 2022

Number of female managers(percentage of women in this role)

111
10.3%

121
11.4%

134
12.2%

154
13.8%

Number of female senior managers(percentage of women in this role)
Number of female (Deputy) Senior Vice
Presidents*(percentage of women in this role)
Number of female corporate officers*(percentage of women in this role)

16
9.3%

10
6.2%

14
8.3%

11
7.1%

1
3.1%

2
5.7%

2
5.6%

2
6.1%

5
6
6
5
41.7%
46.2%
50.0%
50.0%
* The number of senior vice presidents is the total number of senior vice presidents and deputy vice

21

(TRANSLATION ONLY)
presidents. Also, the number of corporate officers is the total number of members of the board andcorporate auditors.
・Health and Productivity Management
As a company that contributes to customers overall health, we announced a health declaration to this end
in 2013. With the President serving as Chairman of Health and Wellness Promotion Committee, we haverecently established a system to promote health management and lead efforts to reinforce and direct healthinitiatives and health management for the Company and its customers.
・Social Contributions
We conduct social contribution activities to realize the concept of aiming to create a better future forchildren.” Under our scholarship program for children from single-parent families, we extended nonrepayable scholarships to 400 recipients every year from fiscal 2017 to 2022 to help them achieve their
dreams.
Major sustainability initiatives we implemented in 2022 were as follows.
・In November 2022, in Toshima Ward, Tokyo, we opened a GREEN LAWSON store as part of ourefforts to achieve a sustainable society. Focusing on achieving sustainability in collaboration with customers
and communities, the futuristic store incorporates over 20 sustainability measures including endeavoring todecrease its environmental impact by reducing CO2 emissions, food loss, and plastic usage, serving customers
with on-screen avatars to realize less restrictive work options for employees, and leveraging digitaltransformation to facilitate smooth communication with customers. After verifying these measures, we willseek to introduce each measure to stores where they will be suitable nationwide.
・In November 2022, in Kawasaki City, Kanagawa Prefecture, we opened an energy-saving model store
with approximately 80% of its refrigerated/frozen display cases equipped with doors and solar panels
installed on its roof, the store achieves reductions of 40% and 55% in electricity consumption and CO2
emissions, respectively, from its fiscal 2013 levels. We will be launching similar stores in other regions toverify the effectiveness of this initiative until February 2024, after which we will seek to make this a standard
for new and renovated stores from the fiscal 2024.
・We launched some new initiatives to reduce food loss in fiscal 2022, including offering certain dessert
items on discount through Cookpad Mart*4, in order to use products after their sell-by date*5. We also
conducted a pilot experiment in which we donated fast-food items to children’s cafeterias by using rapid
freezers. Furthermore, we periodically donated original dessert products and processed foods that missed
their store delivery deadlines (but were still well within their best-before dates) to the Japan Food Bank
Promotion Group and Kodomo Takushoku Oendan, a charity organization that delivers food to children. In
fiscal 2022, we donated a total of approximately 1,350,000 items (about 126 tons) of food products *6.
*4 Fresh food e-commerce platform provided by Cookpad Inc.
*5 The sell-by date is set by Lawson and indicates the limit by which a product should be sold. After thesell-by date, the product is removed from the shelf even though the expiry date has not passed.
*6 The figures include donations by suppliers.
・To reduce the use of plastic, we started using paper containers for our bento box lunches and cooked
noodles, and have adopted thinner plastics and environmentally friendly materials. Furthermore, in responseto the enforcement of the Plastic Resource Circulation Act in April 2022, we introduced lightweight plastic
cutlery developed with an open-handle design.
・In an effort to promote diversity, in August 2022 we affixed a communication support guide at the
cashier counter in Lawson stores nationwide with the aim of helping customers with hearing impairments orother conditions convey their need for plastic shopping bags, cutlery, or microwave usage by identifying theirrequest on the guide. In response to requests from municipalities nationwide as well as customers, we havemade the data for the communication sheet support guide available to the public. In addition, to support
people with disabilities, we made a full-scale start on our project to use pictures drawn by artists withdisabilities. Such pictures were employed in 2022 for the cover of the SDGs Handbook issued in August,awareness stickers for toilets in November, and postcards and tissue boxes, which were put on sale to coincidewith the International Day of Persons with Disabilities in December.

22

(TRANSLATION ONLY)(2) Capital Expenditures
Capital expenditures of the Group during the fiscal year under review totaled 45,906 million yen, of which
26,891 million yen was primarily for store facility investment in buildings, and 13,076 million yen was forthe upgrading of information systems.
(3) Changes in Operating Results and Financial Position① Changes in Operating Results and Financial Position of the Corporate Group
Fiscal 2019
Fiscal 2020
Fiscal 2021
Category/Fiscal Term
45th Term
46th Term
47th Term
Gross operating revenue
730,236
666,001
698,371(millions of yen)
Ordinary income (millions of yen)
56,346
37,61047,571
Profit attributable to owners of parent(millions of yen)
Profit per share (yen)Fiscal 2022
48th Term
988,62153,453

20,108

8,689

17,90024,689200.9586.84

178.87

246.70Total assets (millions of yen)

1,357,732

1,365,430

1,337,245

1,366,166

Net assets (millions of yen)

275,347

272,931

278,473

287,099

Net assets per share (yen)2,707.08

2,674.53

2,726.97

2,810.33

Fiscal 2021
47th Term

Fiscal 2022
48th Term

2,211,981

2,299,518

355,102357,571

34,27840,618② Changes in Operating Results and Financial Position of the Company
Fiscal 2019
Fiscal 2020
Category/Fiscal Term
45th Term
46th Term
Net sales of all convenience stores
2,296,156
2,165,818(millions of yen)
Gross operating revenue
390,811354,825(millions of yen)
Ordinary income (millions of yen)
45,96233,700
Profit (millions of yen)

15,486

15,894

13,47022,595

Profit per share (yen)154.76158.84134.61225.78

Total assets (millions of yen)

858,770

839,426

793,925805,367

Net assets (millions of yen)

233,705

234,977

233,294

240,073

Net assets per share (yen)2,333.04

2,344.86

2,327.59

2,395.60

23

(TRANSLATION ONLY)(4) Priority Issues of the Group① Response to social issues
The Company promotes ESG-focused management, and the SDGs Committee is clarifying the items andissues to be addressed by the Lawson Group with the aim of ensuring that the Group can work toward resolving
issues. In particular, the Group is focused on promoting decarbonization activities, reducing food waste, andeliminating plastic uses in order to help bring about a sustainable society.
② Continue to ensure stable management of franchised stores

The Company recognizes that maintaining the stable management of franchised stores is an important issue.
Based on franchise store profit-focused management, we are developing a system in which our headquarters
takes responsibility for providing comprehensive support to franchise stores in response to soaring store
expenses and labor shortages. In addition, we will make the maximum use of digital technology to efficiency
store operation, make working environments more pleasant, and reduce labor needs to develop an environmentthat enables people of all ages and nationalities to work at our stores, while addressing issues faced by franchised
stores such as the shortage of store crew. Furthermore, we will implement short-term and medium- to longterm initiatives such as measures to stabilize management by promoting the management of multiple franchised
stores as well as measures to enable new franchised store owners to start their business with peace of mind while
addressing shortages of FC store owners stemming from the declining birthrate, thereby building stronger
partnerships with franchised stores.
③ Pursuit of an ideal store format with enhanced product appeal and product assortment

By setting out and thoroughly implementing the Three Lawson Promises of “Superior taste,” “Humankindness,” and “Environmental (Machi) friendliness,” we aim to further strengthen our product appeal and create
stores that match the various lifestyles and needs of our customers. By promoting store renovations to pursue
the ideal store format based on the above, we strive to create stores that generate word-of-mouth
recommendations by customers. In addition, in order to deeply understand customer needs that vary by area andrespond to such needs in an appropriate and prompt manner, each area company will shift to a system in which
they formulate and implement sales, product, and store development strategies.
④ Take on challenges in future growth areas

We will continue to take on challenges to establish new business models in future growth areas not only inour domestic convenience store business, the core business of the Group, but also in various other fields suchas Seijo Ishii Business, Entertainment-related Business, Financial Services Business, and Overseas Business.
We will also work hard to make maximum use of each Group company’s distinctive features to generatesynergistic effects.
For such purposes, we will utilize advanced digital technologies as well as management resources such asreal stores and customer bases, etc. held by the Group.
⑤ Promote internal control systems and address operating risks

We believe that enhancing internal control across the Group as a whole and dealing with business risks are
absolutely necessary to develop our business on a continual basis. Proactive efforts in corporate governance asan enterprise listed on the prime market that will enable us to meet the expectations of all stakeholders involved
with our Group will help improve our corporate value. We will continue focusing our efforts on enhancing
internal control and addressing business risks.
The Company has a listed parent company (Mitsubishi Corporation) and, although we are publicly listed asa parent/subsidiary pair, we appoint one-third or more independent directors who have no conflict of interest
with general shareholders. In addition, we install “Nomination and Compensation Advisory Committee” and“Special Committee” on a voluntary basis and maintaining a system able to ensure the highest levels ofmanagement transparency and fairness.
We conduct business activities under our corporate philosophy, “Creating Happiness and Harmony in Our
Communities”. We continue to make companywide efforts to “master the basics”, “respond to changes” and“meet the challenge of further growth.”
We look forward to the continued support and encouragement of our shareholders.

24

(TRANSLATION ONLY)
2. Current Status at the End of February 2023
(1) Major Business Segments of the Corporate Group and Principal Offices(Domestic Convenience Store Business)① Lawson, Inc.
Major Business:
Primarily operates the Lawson-brand franchise system and undertakes management ofcompany-operated stores as the head office of LAWSON, NATURAL LAWSON and
LAWSON STORE100 convenience store chains.
Head Office:Shinagawa-ku, Tokyo
Principal Offices:
Hokkaido area office (Kita-ku, Sapporo), Tohoku area office (Aoba-ku, Sendai), Kanto
area office (Minato-ku, Tokyo), Chubu area office (Naka-ku, Nagoya), Kinki area
office (Suita city, Osaka), Chushikoku area office (Kita-ku, Okayama) and Kyushu
area office (Hakata-ku, Fukuoka)
Note: In addition to the above sites, the Company has 117 offices throughout Japan,
including branches.
② Lawson urbanworks, Inc.
Major Business:
Operates LAWSON stores mainly in Tokyo and Chiba prefectures.
Head Office:Shinagawa-ku, Tokyo③ Lawson Store100, Inc.
Major Business:
Operates LAWSON STORE100 stores, provides guidance, and engages inmerchandise-related businesses.
Head Office:Saiwai-ku, Kawasaki-shi, Kanagawa④ SCI, Inc.
Major Business:
Food wholesaler, including processed meats and frozen foods, and wholesaler ofpacking materials.
Head Office:Shinagawa-ku, Tokyo[Stores]Number ofstores679

IbarakiNumber ofstores215

Kyoto

Number ofstores328

Aomori

277

Tokyo

1,673

Shiga

153

Tokushima

137

Akita

179

Kanagawa

1,063

Nara

134

Kochi

138

Iwate

180

Shizuoka

276

Wakayama

152

Fukuoka524

Miyagi257

Yamanashi

135

Osaka

1,193

Saga

76

Yamagata

109

Nagano

167

Hyogo

699

Nagasaki

122

Fukushima

169

Aichi

717

Okayama

241

Oita

201

225

Gifu

178

Hiroshima

299

Kumamoto

163110

Prefecture
Hokkaido

Niigata
Tochigi

Prefecture

Prefecture

Prefecture
Ehime

Number ofstores
216

198

Mie

135

Yamaguchi

127

Miyazaki

Gunma

243

Ishikawa

102

Tottori137

Kagoshima

200

Saitama694

Toyama176

Shimane141

Okinawa

259

Chiba

Total (domestic)
596 Fukui
105 Kagawa
133
14,631
Note: These figures include stores operated by Lawson, Inc., and three equity-method affiliates, Lawson Kochi, Inc.,
Lawson Minamikyushu, Inc. and Lawson Okinawa, Inc.

25

(TRANSLATION ONLY)(Seijo Ishii Business)
SEIJO ISHII CO., LTD.
Major Business:
Operates a chain of small supermarkets that seeks to develop and manufacturehigh-value-added products.
Head Office:Setagaya-ku, Tokyo(Entertainment-related Business)① Lawson Entertainment, Inc.
Major Business:
Sells tickets for various events and music/video software inside LAWSON stores andothers.
Head Office:Shinagawa-ku, Tokyo② United Cinemas Co., Ltd.
Major Business:
Manages multiplex movie theaters
Head Office:Shinagawa-ku, Tokyo(Financial Services Business)
Lawson Bank, Inc.
Major Business:
Operates a banking business
Head Office:Shinagawa-ku, Tokyo(Overseas Business)① Lawson (China) Holdings, Inc.
Major Business:
Controls companies that operate overseas business in China.
Head Office:Shanghai, China② Shanghai Lawson, Inc.
Major Business:
Operates Company-operated convenience stores and franchise stores.
Head Office:Shanghai, China③ Shanghai Le Song Trading Co., Ltd.
Major Business:
Operates Company-operated convenience stores.
Head Office:Shanghai, China④ Shang Hai Gong Hui Trading Co., Ltd
Major Business:
Operates Company-operated convenience stores and franchise stores.
Head Office:Shanghai, China⑤ Zhejiang Lawson, Inc.
Major Business:
Operates Company-operated convenience stores and franchise stores.
Head Office:Hangzhou, China(Note) Zhejiang Lawson, Inc. changed its Chinese trade name in January 2023.
⑥ Chongqing Lawson, Inc.
Major Business:
Operates Company-operated convenience stores and franchise stores.
Head Office:Chongqing, China⑦ Dalian Lawson, Inc.
Major Business:
Operates Company-operated convenience stores and franchise stores.
Head Office:Dalian, China⑧ Lawson (BEIJING), Inc.
Major Business:
Operates Company-operated convenience stores and franchise stores.
Head Office:Beijing, China⑨ BEIJING LUOSONG Co., Ltd.
Major Business:
Operates Company-operated convenience stores.
Head Office:Beijing, China⑩ Chengdu Lawson, Inc.
Major Business:
Operates Company-operated convenience stores and franchise stores.
Head Office:Chengdu, China⑪ Saha Lawson Co., Ltd.
Major Business:
Operates stores under the store brand of LAWSON 108 and 108SHOP.
Head Office:Bangkok, Thailand⑫ Lawson Philippines, Inc.
Major Business:
Operates Company-operated convenience stores and franchise stores.
Head Office:
Manila, Philippines(Other Business)
・Consulting Business
BestPractice, Inc.
Major Business:
Conducts surveys of convenience stores to give advice and make specific proposals
for the improvement of LAWSON stores.
Head Office:Shinagawa-ku, Tokyo

26

(TRANSLATION ONLY)(2) Employees① Employees of the Corporate Group
Name of Business Segment

Number of Employees

Domestic Convenience Store Business

5,055

(163)

Seijo Ishii Business

1,221

(73)

Entertainment-related Business

1,190

38

Financial Services Business

163

(6)

Overseas Business

2,889

496

Other Business

130

(6)

10,648286

Total

Year-on-Year Change

Note: Number of employees is full-time employees.
② Employees of the Company

Number of Employees

Year-on-Year Change

Average Age

Average Years of Service

4,454

(163)

42.1

15.2

Note: Number of employees is full-time employees.
(3) Major Lenders
Lenders

Amount Borrowed (millions of yen)

Syndicated loan

110,000

Mitsubishi Corporation Financial &Management Services (Japan) Ltd.

41,900Sumitomo Mitsui Banking Corporation

15,000(4) Parent Company and Significant Subsidiaries and Equity-method Associates① Parent Company
Capital Stock
Shareholding
Major Business
Parent Company(millions of yen)(%)

Mitsubishi Corporation

204,446

50.2•

Natural Gas, Industrial Materials,
Petroleum & Chemicals Solution,
Mineral Resources, Industrial
Infrastructure, Automotive &Mobility, Food Industry, Consumer
Industry, Power Solution, Urban
Development, etc.

Relationship with parent company
Mitsubishi Corporation, our parent company, holds 50,150,000 of our shares (50.2% of voting rights).
Mitsubishi Corporation provides guarantees for loans payable and engages in other transactions with the Lawson
Group.
• Information on transactions with the parent company:
a. Ensuring that engaging in these transactions is not harmful to our interests
We have entered into guarantee entrustment agreements with our parent company, and we have paid ourparent company guarantee fees for some of our loans payable based on these agreements. In conducting thesetransactions, we have established transaction conditions that compare with prevailing market prices, as we dofor general transactions.
b. Board of Directors’ assessment on whether these transactions are harmful to our interests, and grounds for thatassessment
Given the perspective in a. above, we solicit appropriate feedback on our management at Board of Directors’
meetings attended by outside directors and outside Audit and Supervisory Board members, with decisions madeafter multi-faceted discussions, and we have determined that such transactions are not harmful to our interests.
c. Views of outside directors if they differ from the Board of Directors’ assessment
Not applicable.
• The following outlines the agreements, etc. that the Company has concluded with its parent company with regard to27

(TRANSLATION ONLY)
significant financial and business policies:
The Company resolved at its Board of Directors’ meeting held on September 16, 2016 to amend the business allianceagreement that the Company had concluded with Mitsubishi Corporation in February 2000 (including amendments
thereto; hereinafter, the “Original Business Alliance Agreement”) and on the same day concluded the businessalliance agreement (which came into effect on February 15, 2017).
a. Reason for amendment of the Original Business Alliance Agreement
The Company and Mitsubishi Corporation concluded that it was necessary to further strengthen their collaborationand further bolster the Company’s business foundation by enabling the Company to take even greater advantage of
Mitsubishi Corporation’s network and human resources for the benefit of the Company’s domestic convenience store
business, overseas convenience store business, and other peripheral businesses through making the Company aconsolidated subsidiary of Mitsubishi Corporation.
b. Details of amendments to the Original Business Alliance Agreement(a) The fields of business alliance will be as follows:(i) domestic convenience store business,(ii) overseas convenience store business,(iii) peripheral businesses, and(iv) other businesses separately agreed on by the companies;(b) Mitsubishi Corporation will implement the business alliance while respecting the Company’s management
independence and identity, as well as respecting the interests of the franchise stores, which constitute the essence ofthe franchise business;(c) In order to effectively and substantially promote the business alliance, Mitsubishi Corporation will dispatch
personnel as necessary upon mutual consultation, and the Company will accept such dispatched personnel; and(d) The amended business alliance agreement will become effective on the settlement commencement date of thetender offer for shares of the Company’s common stock by Mitsubishi Corporation announced on September 16, 2016
and will remain effective until a time separately agreed to in writing by Mitsubishi Corporation and the Company.
② Significant Subsidiaries

Company Name

Capital Stock

Shareholding

Major Business
Domestic Convenience Store
100.0 %
Business
Domestic Convenience Store
100.0 %
Business
Domestic Convenience Store
100.0 %
Business

Lawson urbanworks, Inc.

10

million yen

Lawson Store100, Inc.

99

million yen

SCI, Inc.

10

million yen

SEIJO ISHII CO., LTD.

100

million yen

100.0 %

Seijo Ishii Business

Lawson Entertainment, Inc.

100

million yen

100.0 %

United Cinemas Co., Ltd.

100

million yen

100.0 %

Lawson Bank, Inc.

11,600

million yen

95.0 %

Entertainment-related
Business
Entertainment-related
Business
Financial Services
Business

Lawson (China) Holdings, Inc.

3,359 million Chinese yuan

100.0 %

Overseas BusinessShanghai Lawson, Inc.

452 million Chinese yuan

100.0 %

Overseas BusinessShanghai Le Song Trading Co., Ltd.

0.1 million Chinese yuan

100.0 %

Overseas BusinessShang Hai Gong Hui Trading Co., Ltd.

0.3 million Chinese yuan

85.0 %

Overseas Business

Zhejiang Lawson, Inc.

20 million Chinese yuan

100.0 %

Overseas Business

Chongqing Lawson, Inc.

490 million Chinese yuan

100.0 %

Overseas Business

Dalian Lawson, Inc.

66 million Chinese yuan

98.3 %

Overseas Business

Beijing Lawson, Inc.

284 million Chinese yuan

64.8 %

Overseas Business

28

(TRANSLATION ONLY)
BEIJING LUOSONG Co., Ltd.

0.1 million Chinese yuan

64.8 %

Overseas BusinessChengdu Lawson, Inc.

180 million Chinese yuan

100.0 %

Overseas Business

Saha Lawson Co., Ltd.

1,367

million baht

49.2 %

Overseas Business

Lawson Philippines, Inc

2,475

million peso

100.0 %

Overseas Business10

million yen

100.0 %

Consulting Business

BestPractice, Inc.

Notes:
1. Shareholding includes indirectly held shares.
2. Lawson HMV Entertainment United Cinemas Holdings, Inc. and United Entertainment Holdings Co., Ltd. were
excluded from the scope of consolidation because of an absorption-type merger with United Cinemas Co., Ltd. as
the surviving company on September 1, 2022.
3. Zhejiang Lawson, Inc. changed its Chinese trade name on January 12, 2023.
4. Chengdu Lawson, Inc. and Lawson Philippines, Inc. have been included in the scope of consolidation due to anincrease in significance from fiscal 2022.
③ Significant Equity-method Associates

Company Name
Lawson Okinawa, Inc.
Lawson Minamikyushu, Inc.
Lawson Kochi, Inc.

Capital Stock(millions of yen)
10
100
50

Shareholding
(%)
49.0
49.0
49.0

29

Major Business
Domestic Convenience Store Business
Domestic Convenience Store Business
Domestic Convenience Store Business

(TRANSLATION ONLY)
II. CURRENT STATUS OF THE COMPANY
1. Shares at the End of the Year
(1) Total Number of Shares Authorized to Be Issued:
409,300,000 shares(2) Total Number of Shares Issued and Outstanding:
100,300,000 shares(Including 222,962 shares of treasury shares)(3) Number of Unit (tangen) Shares:
100 shares(4) Number of Shareholders:
30,409(5) Top 10 Major Shareholders:Number of Shares Held(thousand shares)

Shareholding(%)

Mitsubishi Corporation

50,15050.1

The Master Trust Bank of Japan, Ltd. (Trust account)

8,074

8.1

Custody Bank of Japan, Ltd. (Trust account)

2,596

2.6

KDDI CORPORATION

2,110

2.1

NTT DOCOMO, INC.

2,092

2.1

SMBC Nikko Securities Inc.

1,958

2.0

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

1,636

1.6

Japan Securities Finance Co., Ltd.

1,180

1.2

JP MORGAN CHASE BANK 385771

1,084

1.1

Employee stockholding association

929

0.9

Shareholder’s Name

Notes:
1. The number of shares held in the above table is based on the register of shareholders.
2. The equity position in the above table is calculated after deducting treasury shares.

30

(TRANSLATION ONLY)
2. Status of Stock Acquisition Rights(1) Stock Acquisition Rights Held by Corporate Officers of the Company as of February 28, 2023
14th Stock
16th Stock
17th Stock
19th Stock
Acquisition
Acquisition
Acquisition
Acquisition
RightsRightsRightsRightsNumber of option holders and the number of stock acquisition rights (units)
1 person1 person1 person1 person
Directors (excluding(27 units)(38 units)(62 units)(57 units)
Outside Directors)
0 person0 person0 person0 person
Outside Directors(0 units)(0 units)(0 units)(0 units)
Class and number ofCommon stock of Common stock of Common stock of Common stock ofshares subject to stock
Lawson, Inc.
Lawson, Inc.
Lawson, Inc.
Lawson, Inc.
acquisition rights
2,700
3,800
6,200
5,700
Amount of property
contributed upon the
1 yen
1 yen
1 yen
1 yen
exercise of the sharesubscription rights (pershare)
April 10, 2015
May 2, 2016
May 1, 2017
June 8, 2018
through March 24, through April 12,
through April 11,
through May 21,
Exercise period
2035
2036
2037
2038
Main exercise
Note 1
Note 1
Note 1
Note 1
conditions
21st Stock
22nd Stock
20th Stock
Acquisition
Acquisition
Acquisition
RightsRightsRightsNumber of option holders and the number of stock acquisition rights (units)
1 person1 person1 person
Directors (excluding(90 units)(112 units)(64 units)
Outside Directors)
persons
12 person
2 persons
1 person
Outside Directors(5 units)(10 units)(5 units)
Class and number ofCommon stock of Common stock of Common stock ofshares subject to stock
Lawson, Inc.
Lawson, Inc.
Lawson, Inc.
acquisition rights
9,500
12,2006,900
Amount of property
contributed upon the
1 yen
1 yen
1 yen
exercise of the sharesubscription rights (pershare)
June 7, 2019
June 12, 2020
June 11, 2021
through May 20,
through May 26,
through May 24,
Exercise period
2040
2041
2039
Main exercise
Note 1
Note 1
Note 1
conditions

31

23rd Stock
Acquisition
Rights2 persons(117 units)
2 persons(10 units)
Common stock of
Lawson, Inc.
12,700

1 yen

June 10, 2022
through May 24,
2042
Note 1

(TRANSLATION ONLY)(2) Stock Acquisition Rights Issued during the Fiscal Year to Senior Vice Presidents of the Company as
Compensation for Performing Their Duties
23rd Stock
Acquisition
RightsNumber of SVPs andthe number of stock acquisition rights
13 persons
Senior Vice
(69 units)
Presidents
Class and number ofCommon stock ofshares subject to stock
Lawson, Inc.
acquisition rights
6,900
Amount of property
contributed upon the
1 yen
exercise of the sharesubscription rights (pershare)
June 10, 2022
through May 24,
Exercise period
2042
Main exercise
Note 1
conditions
Notes:
1. A stock acquisition rights holder may exercise his or her rights within the exercise period only fora period of 10 days from the day after losing his or her position as either director and/or executive
officer of the Company.
2. “Senior Vice Presidents” exclude those who concurrently serve as a member of the board.
(3) Other Information related to Stock Acquisition Rights
The total number of shares subject to stock acquisition rights that remain unexercised as of February 28,
2023, is 80,800 shares, accounting for 0.08% of the total number of shares issued and outstanding.

32

(TRANSLATION ONLY)
3. Members of the Board and Corporate Auditors(1) Positions, Names and Assignments (As of February 28, 2023)
Position, Assignments and Important Concurrent Positions
Name
Note: Important concurrent positions of Outside Directors given later in (8) Outside
Directors and Outside Corporate Auditors
CSO
Sadanobu Takemasu President Representative
Director, Chairman of the Board
Masayuki Itonaga
Executive Vice President,
CFO
Member of the Board
Miki Iwamura
Member of the Board
Satoko Suzuki
Member of the Board
Kiyotaka Kikuchi
Member of the Board
Executive Vice President, Group CEO, Consumer
Industry Group (Concurrently) Division COO, RetailDiv. Mitsubishi Corporation
Shuichi Imagawa
Audit and Supervisory Board
Member (full-time)
Jun Miyazaki
Audit and Supervisory Board
Member (full-time)
Eiko Tsujiyama
Audit and Supervisory Board
MemberYuko Gomi
Audit and Supervisory Board
MemberKeiko Yoshida
Audit and Supervisory Board
MemberNotes:
1. Two members of the Board (Miki Iwamura and Satoko Suzuki) are outside directors as
stipulated in Article 2, Item 15, of the Companies Act of Japan (the “Companies Act”).
2. Three auditors (Eiko Tsujiyama, Audit and Supervisory Board Member, Yuko Gomi, Audit andSupervisory Board Member and Keiko Yoshida, Audit and Supervisory Board Member) areoutside corporate auditors as stipulated in Article 2, Item 16, of the Companies Act.
3. Eiko Tsujiyama, Audit and Supervisory Board Member, has long-term experience as a university
professor in accounting and therefore has considerable expertise in finance and accounting.
Yuko Gomi, Audit and Supervisory Board Member, has a wealth of work experience of law and risk
management mainly in relation to the legal affairs of companies, based on her viewpoint of law as
a lawyer and her broad knowledge.
Keiko Yoshida, Audit and Supervisory Board Member, is a certified public accountant, serving as
the representative of an accounting firm, and therefore has considerable expertise in taxation,accounting and management.
4. The following personnel changes were approved at the 47th general meeting of shareholders heldon May 25, 2022.
Appointment
Member of the Board
Masayuki Itonaga
Member of the Board
Katsuyuki Imada
Resignation
Member of the Board
Satoshi Nakaniwa
Member of the Board
Keiko Hayashi

33

(TRANSLATION ONLY)[Reference] Members of the Boards and Senior Vice Presidents(Excluding Non-Executive Directors) (As of March 1, 2023)
Name
Sadanobu Takemasu

Motonobu Miyake

President, Representative
Director, Chairman of the
Board
Executive Managing Officer,
Member of the Board
Senior Executive Managing
Officer
Senior Executive Managing
Officer
Executive Managing Officer

Hitoshi Fujii
Tatsushi Sato
Hiroyuki Karasawa
Tatsuya Murase
Suguru Kawabata

Executive Managing Officer
Executive Managing Officer
Executive Managing Officer
Executive Managing Officer
Executive Managing Officer

Miwako Tate
Gyo Katsuta
Akihito Watanabe

Executive Managing Officer
Executive Managing Officer
Executive Vice President

Kazuhiro Wakui

Executive Vice President

Yasuhiko Hirokane

Executive Vice President

Katsuaki Sakai
Satoshi Kumagai
Takeji Hino

Executive Vice President
Senior Vice President
Senior Vice President

Tomoki Takanishi
Hiroyuki Oki
Kazuki Tsukiuda

Senior Vice President
Senior Vice President
Senior Vice President

Masayuki Itonaga
Masakatsu Gonai
Yuichi Wada

Position and Major Title
CSO

CFO
Chief Risk Officer, Executive Assistant to CSO,
General Manager of CS Promotion Office
Company President of Kinki Company
Company President of China Company,
General Manager of Lawson (China) Holdings, Inc.
Division Director of Merchandising Division
Division Director of IT Systems Solution Division
Division Director, Corporate Strategy and Planning Division
Division Director of Store Sales Division
Division Director of Corporate Sales and Store Development
Division
Division Director of Corporate Communications Division
Division Director of Marketing Strategy Division
Lawson Entertainment, Inc., United Cinemas Co., Ltd. President
and Representative Director
Merchandising Division Deputy Director and Department
Director of Order Placement DX Department
Company President of Hokkaido Company andCompany President of Tohoku Company
Company President of Shutoken Company
Company President of Financial Services Company
Human Resources Division Director and LAWSONWILL, Inc
President and Representative Director
Financial Administration Division Director
Company President of Kyushu Company
Division Director of Franchisee Business Support Division

34

(TRANSLATION ONLY)(2) Outline of Liability Limitation Agreements
The Company has entered into agreements with its directors (excluding persons who are executive directors,etc.) and corporate auditors to limit their liability with regard to the damages outlined under Article 423,
Paragraph 1 of the Companies Act, whereby their liability shall be, at a maximum, the total sum of the amounts
set forth in the respective relevant items of Article 425, Paragraph 1 of the Companies Act. The
aforementioned liability limitation is valid only in cases where the said director or corporate auditor has
performed duties which resulted in a cause of such liability in good faith without committing acts of grossnegligence.
(3) Outline of Indemnity Agreements
The Company has entered into indemnity agreements prescribed under Article 430-2, Paragraph 1 of theCompanies Act with its directors (Sadanobu Takemasu, Masayuki Itonaga, Miki Iwamura, Satoko Suzuki,
and Kiyotaka Kikuchi) and corporate auditors (Shuichi Imagawa, Jun Miyazaki, Eiko Tsujiyama, Yuko Gomi,
and Keiko Yoshida), whereby the Company shall indemnify the expenses set forth in item (i) of the saidParagraph and the losses set forth in item (ii) of the said Paragraph within the limits prescribed by laws andregulations.
In addition, the Company takes measures to prevent the impairment of appropriate execution of duties by
the Company’s officers by not providing compensation in cases where loss is attributable to bad faith or grossnegligence in the execution of duties, or in cases where there is a reason that exempts the insurance provider
from payment as stipulated in the directors and officers (D&O) liability insurance agreements concluded
between the Company and the insurer and by setting a certain amount as a deductible for losses per event.
(4) Outline of Directors and Officers (D&O) Liability Insurance Agreements
The Company has entered into directors and officers (D&O) liability insurance agreements prescribed under
Article 430-3, Paragraph 1 of the Companies Act with an insurance provider, whereby litigation expenses anddamages arising from compensation payments to be borne by the insured shall be covered by the said insurance
agreements. The insured under the directors and officers (D&O) liability insurance agreements shall bedirectors, corporate auditors, executive officers, etc. of the Company and its subsidiaries, and all insurance
premiums for the insured shall be borne by the Company. In addition, the Company takes measures to preventthe impairment of appropriate execution of duties by the Company’s officers by ensuring that the said
insurance shall not be applied in cases where loss is attributable to bad faith or gross negligence in theexecution of duties by the insured, or in cases where there is a reason that exempts the insurance provider
from payment as stipulated in the said agreements.
(5) Amounts of Remuneration Paid to Directors and Corporate Auditors
Remuneration paid to officers

Category

Directors(Including Outside Directors)
Outside Directors
Corporate Auditors(Including Outside
Corporate Auditors)
Outside Corporate Auditors
Total

Total Compensation Paid by Type
Total
(millions of yen)Compensation
Paid
Fixed
VariableStock(millions ofCompensation
Compensation
Optionsyen)

Number of
Corresponding
Directors andCorporate
Auditors

202

104

59

38

8

25

22

－

3

3

84

84

－

－

5

36
286

36
188

－
59

－
38

3
13

(6) Policy on Decisions Concerning the Amount of Remuneration Paid to Directors
The Company resolved the following policy on decisions concerning the amount of remuneration paid to
directors at its Board of Directors’ meeting held on December 15, 2021.
① Basic policy on decisions concerning the amount of remuneration paid to directors

Regarding the amount of remuneration paid to directors, it is the Company’s basic policy to design the
remuneration system in close correlation with shareholder returns while ensuring that it will function
sufficiently as an incentive for the enhancement of corporate value, sustainable growth and improvement ofoperating performance, and reward each director with a sufficient and adequate amount of compensation for
the execution of their duties.

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(TRANSLATION ONLY)② Decision-making process for the amount of remuneration paid to directors

In order to enhance management transparency and fairness, the amount of remuneration paid to theCompany’s directors is determined through the following processes:
i The limit on the amount of remuneration paid to directors is resolved at the general meeting ofshareholders following the decision by the Board of Directors based on consultation with andrecommendations of the Nomination and Compensation Committee.
ii Directors’ remuneration system and calculation rules are determined by the Board of Directors basedon consultation with and recommendations of the Nomination and Compensation Committee. The standard
remuneration amount commensurate with the position is determined by the President of the Company basedon consultation with and recommendations of the Nomination and Compensation Committee.
iii With regard to the amount of remuneration for each year, in accordance with the calculation rules, theamount of remuneration paid to individual directors is calculated based on the standard remuneration, taking
into account the Company’s financial performance, etc., and qualitative assessment. The total amount of
remuneration is determined at the board of directors’ meeting based on consultation with and therecommendations of the Nomination and Compensation Committee, and the amount of remuneration paid toindividual directors is determined by Sadanobu Takemasu, President, Representative Director, as entrusted by
the board of directors. The Company has delegated the above authority to the President because it believes
that a decision by the President is the most appropriate way to determine the amount of remuneration from acomprehensive perspective, taking into account the business environment and business performance of theCompany and the execution of duties by each Executive Director. The amount of remuneration paid toindividual directors is determined by the President of the Company based on consultation with andrecommendations of the Nomination and Compensation Committee in order to ensure transparency andfairness as well as the appropriate execution of delegated authority.
As the amount of remuneration paid to individual directors for the current fiscal year was determined in accordancewith these procedures, the Board of Directors has determined that the decision is in line with the basic policy.
Members of the Nomination and Compensation Committee:
Consisting exclusively of non-executive directors and outside audit & supervisory board members (part-time) (5independent directors out of 6 members)
Director
Kiyotaka Kikuchi
Outside Director
Miki Iwamura(Vice Committee Chairperson)
Outside Director
Satoko Suzuki
Outside Corporate
Eiko Tsujiyama
Auditor(Committee Chairperson)
Keiko Yoshida
Outside Corporate
Yuko Gomi
Outside Corporate
Auditor
Auditor③ Details of remuneration paid to directors

Remuneration paid to the Company’s directors is composed of basic compensation through monthly cash
payments during the term of office and stock price-linked compensation through the granting of stock options.
[Basic compensation]
Basic compensation of directors is composed of fixed compensation with fixed monthly payments andvariable compensation, which fluctuates in response to the Company’s financial performance for each period.
• Fixed compensation (60% of the total)
The amount of fixed compensation commensurate with the position is determined based on standards
stipulated by internal rules.
• Variable compensation (40% of the total)
In order to link the remuneration of directors with shareholder returns, the Company has adopted acompensation system that is linked to the Company’s financial performance. Variable compensation is paidin accordance with the degree to which targets for EPS (earnings per share) and SDGs targets (CO2
reduction rate per store, etc.). KPIs will be determined based on the percentage of budget achievement for“EPS” and “SDGs targets (CO2 reduction rate per store, etc.)”. The EPS targets are aimed at better sharing
value with shareholders and linking this to the Company’s operating results, while the SDGs targets are
aimed at achieving the Company’s environmental vision of “Lawson Blue Challenge 2050!”((1) reducing
CO2 emissions; (2) reducing food waste; and (3) reducing plastic use (for containers, packaging andshopping bags)). The amount of variable compensation is determined based on the above by adding aqualitative assessment (10%) through the interview with the Nomination and Compensation Committee.
Regarding 3 non-executive directors, Miki Iwamura, Satoko Suzuki, and Kiyotaka Kikuchi, variable
compensation is not applicable as they are focused on their supervisory and advisory roles as the Company’s
representative directors and in the board of directors meetings.

36

(TRANSLATION ONLY)[Targets and results concerning variable compensation for the current fiscal year (March 2022 through February 2023)]

KPI

Ratio

March 2021 through February
2022
Targets

Reasons for selecting indicators

Results

EPS budget

20%

100%

260.9%

SDGs targets

10%

100%

206.7%

To link compensation with theCompany’s financial performance andthereby create a shared interest withshareholders
Toward achieving “Lawson Blue
Challenge 2050!”

Note: The variable compensation for the current fiscal year is calculated based on the financial results for the previous
fiscal year ended February 2022.
[Stock price-linked compensation]
Stock options as stock-based compensation
By incorporating stock options as stock-based compensation linked with stock prices as part ofcompensation paid to directors, the Company has a system in which management shares with stockholders
the benefits from a rise in stock price as well as the risks associated with a price decline. The Company
positions stock options as compensation that is linked to medium to long-term improvement of its corporate
value.
Exercise price on stock options as stock-based compensation is 1 yen per share and the amount of units
granted is determined in accordance with the position of directors. In addition, stock options as stock-based
compensation can be exercised only during designated periods after retirement from office; directors are notallowed to exercise their stock option rights during their term in office.
[Targets and results concerning stock options as stock-based compensation for the current fiscal year
(March 2022 through February 2023)]

KPI
EPS budget

March 2021 through February 2022
Targets

Results100%

260.9%

Note: The stock options as stock-based compensation for the current fiscal year are calculated based on thefinancial results for the previous fiscal year ended February 2022.
④ Limit on the amount of remuneration paid to directors

The limit on the amount of remuneration paid to the Company’s directors is determined at the general meetingof shareholders in accordance with laws and regulations.
• Amount of remuneration paid to directors
Resolutions at the general meeting of shareholders as of May 24, 2001: 400 million yen or less per year
Number of directors: 20• Amount of stock options granted to directors
Resolutions at the general meeting of shareholders as of May 27, 2014: 300 million yen or less per year
Number of directors: 9(7) Policy on Decisions Concerning the Amount of Remuneration Paid to Corporate Auditors① Basic policy on decisions concerning the amount of remuneration paid to corporate auditors
Regarding the amount of remuneration paid to corporate auditors, it is the Company’s basic policy to reward
each corporate auditor with a sufficient and adequate amount of compensation for the execution of their duties.
② Decision-making process for the amount of remuneration paid to corporate auditors
The amount of remuneration paid to corporate auditors is determined based on discussions among corporate
auditors and is within the remuneration amount limit resolved at the general meeting of shareholders.
③ Details of remuneration paid to corporate auditors
The Company’s corporate auditors receive basic compensation (fixed compensation) in cash.
The amount of basic compensation is decided based on discussions among corporate auditors, taking into
consideration whether or not they are working on a full-time basis, and segregation of auditing duties. Regarding

37

(TRANSLATION ONLY)
retirement benefits, the system itself was abolished.
④ Limit of the amount of remuneration paid to corporate auditors

The limit of the amount of remuneration paid to the Company’s corporate auditors is determined at the general
meeting of shareholders in accordance with laws and regulations.
Amount of remuneration paid to corporate auditors
Resolutions at the general meeting of shareholders as of May 27, 2020: 100 million yen or less per year
Number of corporate auditors: 5

38

(TRANSLATION ONLY)(8) Outside Directors and Outside Corporate Auditors① Relationship between Major Positions Concurrently Held and the Company (As of February 28, 2023)
Relationship between
the Company andPosition in the
Name
Position Concurrently Held
Details
Company Where
Company
Position Concurrently
Held
Google Japan LLC
Vice President, Asia-Pacific,
Japan (Marketing)Outside Director
Miki－(Independent)
IwamuraExecutive Vice President
The University of Tokyo

Outside Director(Independent)

SatokoSuzuki

Hitotsubashi University
Business School
School of International
Corporate Strategy
STANLEY ELECTRIC CO.,LTD.

Outside Corporate
Eiko
AuditorTsujiyama(Independent)

Yuko
Gomi

Outside Corporate
Auditor(Independent)

Keiko
Yoshida－Outside director

Emeritus Professorand Auditor

Waseda University

T.Kunihiro & Co. Attorneys-at-Law

Outside Corporate
Auditor(Independent)

Associate Professor－

Partner

NIPPON GAS CO., LTD.

Outside corporate auditor

ALPS ALPINE CO., LTD.

Outside director
Audit and supervisorycommittee member

Shiba Kaikei Jimusho

Representative

Passlogy Co., Ltd.

Outside director－－

Note: If there is an empty space in the column “Relationship between the Company and company Where
Position Concurrently Held,” it means that the Company has no important business or other relationshipwith that company.

39

(TRANSLATION ONLY)② Major Activities during the Year

Position in the
Company

Name

Outside Director(Independent)

Miki Iwamura

Outside Director(Independent)

Satoko Suzuki

OutsideCorporate Auditor(Independent)

Eiko Tsujiyama

OutsideCorporate Auditor(Independent)

Yuko Gomi

OutsideCorporate Auditor(Independent)

Outline of activities, provision ofcomments, and duties performed in linewith expected roles

Keiko Yoshida

Ms. Iwamura attended 11 of 12 board of directors’ meetings held
throughout the year during her term in office, and as an executive Vice
President of a global IT company, appropriately questioned and/or
remarked based on a wealth of her experience and knowledge. Ms.
Iwamura is also a vice chairperson of the Company’s Nomination andCompensation Committee.
Ms. Suzuki attended all 12 board of directors’ meetings held
throughout the year during her term in office and, as an academic,
appropriately questioned and/or expressed opinions based on her
extensive knowledge of consumption behavior, marketing and brandmanagement. Ms. Suzuki is also a member of the Company’s
Nomination and Compensation Committee.
Ms. Tsujiyama attended all 12 board of directors’ meetings and all 16
board of corporate auditors’ meetings held during the year andappropriately questioned and/or remarked based on her deep
knowledge of accounting as an emeritus professor in this field. Ms.
Tsujiyama is also a chairperson of the Company’s Nomination andCompensation Committee.
Ms. Gomi attended all 12 board of directors’ meetings and all 16 boardof corporate auditors’ meetings held during the year and, as a lawyer,
appropriately questioned and/or remarked based on her viewpoint of
law as a lawyer and her broad knowledge. Ms. Gomi is also a memberof the Company’s Nomination and Compensation Committee.
Ms. Yoshida attended all 12 board of directors’ meetings and all 16
board of corporate auditors’ meetings held throughout the year during
her term in office and, as a certified public accountant, appropriately
questioned and/or expressed opinions based on her expertise intaxation, accounting and management. Ms. Yoshida is also a memberof the Company’s Nomination and Compensation Committee.

40

(TRANSLATION ONLY)
4. Independent Auditor(1) Independent Auditor
Deloitte Touche Tohmatsu LLC(2) Amounts of Remunerations, etc., to be Paid to the Independent Auditor
1) Remuneration to be paid by the Company to the independent auditor

210 million yen

Sum of money and other property benefits to be paid by the Company and its
378 million yen
subsidiaries to the independent auditor
Notes:
1. The audit agreement entered into by the independent auditor and the Company does not clearly
distinguish the amount for the audit under the Companies Act and for the audit under the Financial
Instruments and Exchange Act, and the two amounts cannot be substantially distinguished from eachother. Therefore, the amount in 1) above indicates the total for the two audits.
2. As a result of confirmation and consideration of the content of the audit plan, former audits and actual
remuneration paid in the past, and the basis for calculating remuneration estimates, etc. as well as the
progress of discussions with accounting auditors, etc. in light of the Practical Guidance on
Collaboration with Accounting Auditors issued by the Japan Audit and Supervisory Board Members
Association, the Board of Corporate Auditors gave its consent with regard to the remuneration of
accounting auditors pursuant to Article 399, Paragraph 1 of the Companies Act.
3. 12 of the important subsidiaries of Lawson overseas are subject to audit by an independent auditor
other than Lawson’s independent auditor.
2)(3) Policy on Decisions Concerning Dismissal or Nonreappointment of the Independent Auditor
If the independent auditor violates or infringes the Companies Act, the Certified Public Accountant Act, orother laws or regulations, or the Company considers it necessary to do so, the board of directors shall, after
obtaining the agreement of the Board of Corporate Auditors, submit a proposal for dismissal or
nonreappointment of the independent auditor to a general meeting of shareholders. In addition, the board ofcorporate auditors can dismiss the independent auditor with a unanimous resolution if it determines that any act
or circumstance of the independent auditor falls under any items of Article 340, Paragraph 1, of the Companies
Act.

41

(TRANSLATION ONLY)
III. SYSTEMS AND POLICIES OF THE COMPANY
1. Determination of Resolution of Systems to Ensure the Propriety of Business Operations
Based on improvements and the operation of the preceding “2021 Basic Policy for Improvement of Internal
Control Systems,” which was approved at the board of directors’ meeting held on February 16, 2022, the Company
passed a resolution called the “2022 Basic Policy for Improvement of Internal Control Systems,” as indicatedbelow.
(1) Systems to Ensure Compliance of the Execution of Duties by Directors, Senior Vice Presidents andEmployees with Laws and Regulations and the Articles of Incorporation① The board of directors shall determine the improvement policies and plans for internal control systems,
including those for compliance, and receive status reports thereof periodically.
② The board of directors shall maintain and improve the supervising function regarding the execution of duties
by the directors by electing outside Directors on an ongoing basis.
③ The corporate auditors shall independently audit the execution of duties by the directors, including the statusconcerning the improvement of the internal control systems.
④ The Board of Directors shall raise and maintain the awareness of directors, senior vice presidents andemployees regarding compliance by thoroughly disseminating the Lawson Group’s Code of Conduct andthe Lawson Ethical Mission Statement as well as measures that shall include, but not be limited to:establishing a specialist committee (“Compliance & Risk Management Committee”), appointing a Chief
Compliance and Risk Management Officer and establishing a department that oversees compliance,
assigning personnel in charge of compliance to each department, streamlining the rules in relation tocompliance, and providing training on ethics and conducting compliance awareness surveys on a periodic
basis.
⑤ The Legal Department establish foundations for complying with legal requirements by identifying the laws
and regulations applicable to the Company’s businesses and communicating the content thereof to therelevant departments and sections. Especially for compliance with the Act on Prohibition of Private
Monopolization and Maintenance of Fair Trade, Subcontract Act, Act Against Unjustifiable Premiums
and Misleading Representations and other consumer-related laws, the Intellectual Property Act, the Labor
Standards Act, etc., the Company shall strive to disseminate information about applicable laws andregulations to employees.
⑥ The Internal Audit Department, which is independent from the business executing bodies, shall conduct
efficient and effective audits of the status concerning the improvement of the internal control systems, andrecommend improvements thereof, as required.
⑦ The Company shall establish and upgrade reporting routes for reporting any violations of laws, regulations,or internal rules as well as any negative impacts on human rights in carrying out the Company’s business
operations (hereinafter, “Violations of Laws and Regulations, etc.”). Moreover, by establishing consulting
and reporting points (internal contact points, a Group-wide consulting contact point, and a consulting
contact point for employees and business counterparties for Lawson’s franchised stores) that can be usedby informants with anonymity and peace of mind and making prospective users aware of such facilities,
the Company shall strive for early detection of Violations of Laws and Regulations, etc. across the entire
Lawson Group and Lawson chain. If a Violation of Laws and Regulations, etc. is discovered, the Company
shall act promptly to rectify the situation and prevent any recurrence.
⑧ The Company shall never become involved with antisocial forces or bodies that threaten the order andsecurity of society, and shall take a firm stance on, and deal with, improper demands by consulting withlawyers the police and the like.
⑨ The Company shall rotate personnel periodically to prevent wrongdoings resulting from specific employees
monopolizing certain business processes.
(2) Systems to Preserve and Manage Information Pertaining to the Execution of Duties by Directors① The Company shall record, preserve and manage information relating to decision making at important
meetings such as those of the board of directors and the management council, and authorizing documents,
including those approved by the president and representative director, as well as financial, clerical and risk
and compliance-related information (including information contained in electromagnetic media). Moreover,
the Company shall put in place a system allowing relevant parties to inspect the above information.
② The Company shall manage and monitor its information systems in a secure manner, in addition tomaintaining the systems, by sufficiently taking into account contingencies.
③ The Company shall establish and maintain rules regarding the management of documents (including
electromagnetic recording media), keep everyone informed about the responsibility and authority for
document management, document storage periods and management methods, and periodically monitor the
status of document storage and management.
④ The Company shall establish regulations regarding the safeguarding of personal information and managementof confidential business information, and shall properly and safely store and manage personal informationand important confidential business information.

42

(TRANSLATION ONLY)⑤ The Company shall establish a specialist committee (Information Security Management Committee), appointa Chief Information Security Officer and establish departments to generally control information security andallocate appropriate personnel thereto. The Company shall also strive to establish an information security
system for the Lawson Group in order to promote information security risk management and System
Technology Security in an interactive and comprehensive manner.
⑥ The Company shall establish and maintain rules regarding the disclosure of important Company information,and upgrade the system for disclosing information that must be disclosed according to the requirements oflaws, regulations and stock exchanges, in an appropriate, timely and fair manner.
(3) Rules and Other Systems Regarding Risk Management① The Company shall establish a department to oversee risk management, and improve rules related to risk
management and group-wide risk-prevention systems during normal operations. Furthermore, eachdepartment shall identify risks that might have adverse effects on the Company’s management in connection
with its business purposes, analyze the probability of such risk factors materializing and their impact, andevaluate whether intensive countermeasures should be taken as part of measures tailored to the nature of risks.
② To ensure the effectiveness of risk management, the Company shall establish a specialist committee(“Compliance & Risk Management Committee”), and clarify the authority and responsibility of thecommittee and its chairperson. Furthermore, the Company shall endeavor to increase awareness about risk
management by assigning risk management staff to departments, subsidiaries and affiliated companies(hereinafter “Associated Companies”) and conducting risk management training.
③ The Company shall develop contingency systems and formulate policy for contingency response bodies inadvance to prepare for the occurrence or possible occurrence of unanticipated situations or events, whichmight have adverse effects on management of the Company, in order to provide a quick response to any
actual occurrence thereof and to take effective measures to prevent a reoccurrence.
④ As a designated public institution, the Company shall work to formulate a business continuity plan (BCP) andestablish a business continuity management (BCM) system in order to maintain the essential infrastructure
functions of convenience stores and minimize any disruption to operations caused by events that could havea detrimental impact on the Company, including a major disaster or infectious disease outbreak, such as thatof a new strain of influenza. In order to be prepared for major earthquakes, the Company shall conductdisaster prevention drills three times a year while working to improve effectiveness of the “Disaster
Countermeasure Manuals” and the “BCP Manuals”.
⑤ As for the risk of human rights violations in terms of business-related risks, the Company implements humanrights due diligence based on the Lawson Group Human Rights Policy and promotes initiatives to preventand mitigate any negative impacts on human rights.
(4) Systems to Ensure the Efficient Execution of Duties by Directors① The Company shall clarify the functional authority and responsibility of corporate officers and employees
for decision making and execution of business affairs. The Company shall also improve rules for thedivision of duties to ensure and encourage more appropriate division of duties and collaboration amongorganizational bodies.
② The Company shall work to raise operational efficiency by simplifying business processes, streamlining
the organization and making appropriate use of IT.
③ The Company shall promote digital transformation (DX) through the renewal of IT infrastructure.
④ In order to promote the proper communication of information and communications between officers andemployees, the Company shall improve systems by which management guidelines and policies are
disseminated to employees by corporate officers, and important field information is properly communicatedby employees to corporate officers in a timely manner.
⑤ The Company shall seek to improve labor productivity by promoting work style reform.
(5) Systems to Ensure the Propriety of Business Operations Conducted by the Corporate Group
Consisting of the Company, Its Parent Company, and Its Subsidiaries① Systems for reporting to the Company on matters pertaining to the execution of duties by the AssociatedCompanies’ directors, etc., and systems for ensuring that the performance of duties by directors etc. of isefficient.
• The Company shall establish rules concerning the management of Associated Companies and endeavor tomaintain and enhance the Lawson brand through close collaboration with them. However, with regards toaffiliated companies, the Company will work to establish and maintain systems through phased
implementation, taking into account such factors as relations with other leading shareholders, difference inlaws, regulations and business customs and the like of foreign countries.
• While respecting the independence of Associated Companies, we shall step up action to optimize a system
for supervising Associated Companies by taking into account the reasons that the Company has taken a
stake in the Associated Company, engaging in negotiations or providing advice to Associated Companies
as necessary, operating a system for receiving reports from them, etc.
② Rules and other systems for risk management by Associated Companies and systems for ensuring that the43

(TRANSLATION ONLY)
Associated Companies’ directors, senior vice presidents and employees execute their duties in conformity
with laws, ordinances, and the articles of incorporation• While respecting the independence of Associated Companies, in view of the purpose of the Company’s equity
participation in Associated Companies, the Company shall establish Group regulations such as basic policies
for the management of Associated Companies and management policies thereof, and keep the AssociatedCompanies fully informed of the Lawson Group Code of Conduct.
• The Company shall establish an organization with jurisdiction over Associated Companies, and a dedicateddepartment that can provide support to Associated Companies from technical standpoints, and endeavor toensure the soundness of operations at Associated Companies.
• The Company shall appoint designated people at major Associated Companies to be responsible forpromoting compliance and risk management (hereinafter, “People in Charge of Compliance and Risk
Management at Associated Companies”). Moreover, the departments that oversee risk management andcompliance for the Company also meet with the People in Charge of Compliance and Risk Management at
Associated Companies on a regular basis to confirm the status of development of internal rules at AssociatedCompanies and give advice if necessary, and thus strive to ensure appropriate business operations across theentire Lawson Group.
• The Company will establish a system that the People in Charge of Compliance and Risk Management at
Associated Companies will report immediately to the Company if they are aware of the situation could harm
Associated Companies.
• The Internal Audit Department shall cooperate in auditing the status of establishment of internal control
systems at Associated Companies, and promote improvements based on the results of audits.
③ The Company will report immediately to the parent company if they are aware of the situation could harmthe company and Associated Companies.
(6) Necessary Systems to Ensure Proper Financial Reporting by the Company and Its Group ofCompanies① The Company shall enhance systems for preparing financial statements according to laws, regulations, andaccounting standards and disclosing the same after they have been discussed, examined, and confirmed inaccordance with regulations governing information disclosure in order to report financial information in aproper and timely manner.
② The Company shall establish a dedicated internal organization in order to properly implement the internal
control reporting system required by the Financial Instruments and Exchange Act as an internal control for
financial reporting. Furthermore, the Company shall establish a system for self-evaluation and third-party
evaluation and improvement through the identification and recording of business processes at importantbusiness bases and the status of Company-wide internal controls. The results of these evaluations of, andimprovements at, the Company and important subsidiaries shall be regularly reported to the board of
directors.
(7) Matters Concerning Employees Where a Corporate Auditor Requests Employees to Assist with Duties① The Company shall assign appropriate personnel to the auditors’ office (“Corporate Auditors’ Staff”) as
employees exclusively to assist corporate auditors in the execution of their duties.
② Corporate Auditors’ Staff may serve concurrently as corporate auditors of Associated Companies.
③ Corporate Auditors’ Staff shall have the authority to conduct investigations necessary for audits bycorporate auditors following the instructions of corporate auditors.
(8) Independence of Employees from Directors in the Preceding Item
Performance reviews of Corporate Auditors’ Staff shall be conducted by the Corporate Auditors to ensurethat Corporate Auditors’ Staff carry out their duties appropriately. Personnel changes and disciplinary action
require the prior consent of the Corporate Auditors.
(9) Systems for ensuring that directors, senior vice presidents and employees of the Company anddirectors, corporate auditors, senior vice presidents and employees of Associated Companies makereports to corporate auditors and other systems concerning reports to corporate auditors① Directors, senior vice presidents and employees of the Company shall report important corporate management
and business administration matters, as well as the status and results of the execution of their duties, toCorporate Auditors so that the Corporate Auditors can carry out their duties effectively. Such importantmatters include compliance and risk-related issues and other matters relating to internal control.
② Should directors, senior vice presidents and employees of the Company and directors, corporate auditors,
senior vice presidents and employees of Associated Companies become aware of any fact or event that will
likely cause the Company or Associated Companies to suffer significant damage or loss, they shallimmediately so inform Corporate Auditors of the Company.
③ Reports to corporate auditors shall basically be made in good faith without fail, and shall be made promptly,
if required, in addition to periodic reports.
④ The Company will establish a system for cross-external consultation and reporting content will be reported

44

(TRANSLATION ONLY)
to the auditors in a timely manner.
⑤ No person shall be subject to disadvantageous treatment by reason of having made a report to Corporate
Auditors.
(10) Other Systems to Ensure Effective Audits by Corporate Auditors① The representative directors and corporate auditors shall have regular meetings to enhance smoothcommunications with each other.
② Directors shall cooperate with the corporate auditors with regards to communications, the collection andexchange of information and so on between the corporate auditors and the corporate directors and the likeof Associated Companies so that the corporate auditors can perform their duties appropriately.
③ Directors shall also cooperate in conducting surveys of significant business partners, which the corporate
auditors deem necessary.
④ Directors shall enable the corporate auditors to collaborate with outside experts such as lawyers and certified
public accountants, if any corporate auditor deems it necessary in executing his/her duties.
⑤ The Legal Affairs, Risk Management, Internal Audit, and Finance and Accounting departments of theCompany shall assist in conducting necessary surveys for audits when requested by any corporate auditor.
⑥ Expenses etc. incurred by Corporate Auditors in the performance of their duties shall be promptly reimbursed,
except in cases where the Company has proven that they were unnecessary for said performance of duties.
2. Outline of Operational Status of Systems to Ensure the Propriety of Business Operations
The Company operates internal control systems in accordance with the aforementioned basic policy. Their
operational status is as outlined below.
(1) Compliance and Risk Management Systems① The Company strives to be a good corporate citizen able to act according to high ethical standards and withintegrity and thoughtfulness by implementing the PDCA (Plan-Do-Check-Action) cycle while integrating
its code of conduct, education and training, communication function and monitoring activities in an organic
manner.
② The Company has streamlined the Lawson Ethical Mission Statement. Along with that, The Company has
established The Group Code of Conduct as its code of conduct, published them in the “Lawson Group C&R
Handbook,” Lawson Group Human Rights Policy, Lawson Group Purchasing Policy, and distributed thehandbook to all employees in an effort to thoroughly disseminate its content with the aim of ensuring the
propriety of business operations across the Group.
③ In order to promote compliance and establish and promote the risk management system, the top positionof Compliance & Risk Management Officer (CRO) is appointed as an executive officer, and the positionof Compliance & Risk Management Officer (CR manager) is established for each head office and region.
CR managers monitor the progress of such measures and formulate, disseminate and implement compliancemeasures and risk management measures of their own departments as leaders promoting such measures, inan effort to create a corporate culture that emphasizes compliance with social norms and prevents theoccurrence of risk events.
④ On the educational/training front, the Company aims to further improve ethical awareness and the ability
to withstand crises by conducting compliance and risk management training for all employees every year.
In addition, the Company has established an educational system to enable systematic learning by providing
training upon joining the Group and upon promotion to a managerial position, training by job types, training
conducted by external lecturers for company management, and optional study group activities. The
Company is seeking measures to ensure that employees of various job positions and job types will be able
to share problems to improve their operations by maintaining these educational/training programs whilerevising their content in line with changing risk conditions.
⑤ With respect to whistleblowing reports, the Company has established a consultation contact point
exclusively for sexual harassment and power harassment, which is offered by the Human Resources
Department, as well as an internal consultation and reporting contact point for compliance and risk
management matters including those related to human rights violations, misconduct/corruption, and labor
issues. In addition, there is the Group Independent Whistleblower Hotline to a law firm and other externalorganizations as well as an anonymous consultation contact point for employees of the Company’s businesscounterparties and store staff and a consultation contact point for FC store owners. The Company shall seek
to strengthen self-rectification within the organization by treating instances of whistleblowing appropriately,
reviewing the system to prevent recurrence, and introducing specific cases at meetings and through training
programs and internal notifications.
⑥ The Company has established the Legal Affairs Department that oversees compliance matters and the Risk
and Information Security Management Department that oversees risk management matters under theleadership of the CRO. The two departments work in collaboration and act as the secretariat of the crossorganizational Compliance & Risk Management Committee Meeting and manage the progress of measuresby each department, and thus promote an effective compliance and risk management system. In addition,

45

(TRANSLATION ONLY)
by working closely with the IT Department, the Risk and Information Security Management Department
acts as the secretariat of the Information Security Committee Meeting and further enhances measures tomanage information security risks. Meanwhile, four subcommittees (Risk Management Subcommittee,
Safety Measures Subcommittee, Intellectual Property and Premiums and Representations Subcommittee,
and Overseas Business-Related Compliance Subcommittee) have been separately established under theCompliance & Risk Management Committee Meeting in an effort to manage the progress of key measuresand prevent risks.
⑦ In terms of monitoring activities, the Company continuously conducts awareness surveys targeting all
employees and questionnaire surveys targeting the Company’s business partners with regard to matters suchas product delivery and store construction, and thus reviews and improves its compliance system from a
broad perspective. In addition, the Company provides thorough guidance and improvement proposals basedon the results of audits conducted by the Internal Audit Department.
⑧ At principal affiliated companies, officers in charge of compliance and risk management (Company
Compliance & Risk Management Officers) are appointed and participate in the Lawson Group Compliance& Risk Management Meeting. Company Compliance and Risk Officers strive to enhance awareness among
employees by formulating the code of ethics and providing training while conducting employee awarenesssurveys and questionnaire surveys for business counterparts in collaboration with the Company. In addition,
through the operational audits conducted on Associated Companies by the Company’s Internal Audit
Department and the liaison meetings for the Group’s corporate auditors organized by the Company’s
corporate auditors, etc., support have been offered to improve the compliance and risk management systemsof the Group.
(2) Preparations against and Responses to Risks① The Company places particular emphasis on “food safety and hygiene management,” “information
security,” “disaster relief,” and “security measures” and it has prepared a structure for responding toemergencies and resolving problems rapidly. In normal times, the Compliance & Risk management
meetings and four sub-committees are organized to assess risks and formulate and responding to risk.
In the event of significant risk events, the countermeasures headquarters is convened in an effort to swiftly
solve issues and minimize damage. Once the problems have been resolved, the Company analyzes thefactors contributing to their occurrence and reviews and improves the relevant countermeasures to prevent
any recurrence.
Furthermore, we are reinforcing our emergency response capabilities through efforts such as formulating
the Business Continuity Plan (BCP) and implementing disaster mitigation measures. Our aim is to institutea business continuity (BC) framework that prevents interruption of important business activities, even in
the case of significant damage due to a large-scale disaster, etc.
② With regard to the food safety and hygiene management system, we strictly enforce food safety and hygiene
management in the process of developing, manufacturing and selling original products. We use raw
materials that have passed examination based on our voluntary standards, and after the examination of
product specifications, we take samples from the production line to confirm their safety. At our original
product manufacturing plants, we have adopted a factory management method based on the HACCP
concept, and we have established a system to record each priority management item, such as cooking timeand product temperature, and to immediately investigate the cause of any problems and take measureswhen they occur. Product information (thermal label) is displayed in compliance with laws and regulations,and the Quality Control Department and a third-party organization check the content of the labeling. In
order to ensure thorough hygiene management at our stores, voluntary inspections at our stores and hygiene
inspections by the headquarters are conducted every month, and surprise inspections are conducted byexternal organizations.
③ With regard to the information security system, the “Lawson Group Privacy Policy” has been formulated
and a management system has been established under the supervision of the CRO to establish management
system for personal information protection. To help employees put the Privacy Policy into practice, theCompany produces and publishes various manuals illustrating potential mistakes and complaints that may
arise at the stores, accompanied by practical responses to them, for stores in an effort to raise awareness.
For headquarters employees, the Company has compiled matters to be observed in the form of theInformation Security Guidebook and periodically conducts tests to confirm that the rules are being
followed.
In light of the increased risk of cyber-attacks in recent years, we are working to strengthen our cybersecurity by taking measures from multiple perspectives, including technical, process/personnel, andphysical aspects. In addition, in preparation for the unlikely event of a problem, we conduct security drills
during normal times in an effort to reduce such risks.
④ With regard to Disaster Response System, we are formulating The Disaster Relief Manual that defines theapproach to disaster preparedness and the standards of conduct for employees and the organization in theevent of a disaster. The Disaster Relief Manual is composed of a “Common Section,” “Initial Response
Section,” and “Emergency Response Section” describing the disaster response rules and procedures to be46

(TRANSLATION ONLY)
followed by all employees across all organizations in accordance with the disaster level.
When large-scale disasters occur, our first priority is to confirm the safety of the Company’s employees
and our FC owners and crews. The Company conducts Companywide disaster prevention drills three times
a year in which participants acquire experience in implementing a variety of measures, including
responding by telephone, email and disaster message dialing and applying the safety check system. Thisprepares every individual to respond smoothly should emergencies arise. Manuals elucidating the requisite
disaster preparedness and responses are distributed to the stores. In the event a disaster occurs, disaster
relief headquarters are set up immediately in three locations: headquarters, area offices, and branches thatoversee operations in the disaster-struck areas. The Company takes advantage of a Disaster Information
Map System designed to enable personnel to confirm the disaster situation in real-time and implement
support measures for shops, factories and delivery centers, so that stores in the disaster area can be reopened
for business at an early timing. The disaster relief headquarters and franchised stores work together toascertain potential hazards as well as evacuation site locations, widely sharing the information with
employees in preparation for an evacuation.
⑤ For crime prevention, we conduct education to ensure that store personnel act with the highest priority
placed on personal safety and with crime prevention in mind, in ways such as greeting customers in acheerful and spirited manner. Our headquarters is cooperating with the police and the Japan Franchise
Association in efforts to prevent crimes against the convenience store industry as a whole.
⑥ In our effort to prevent the spread of COVID-19, we have been promoting necessary measures in view ofthe government’s guidelines and changes in the external environment with the aim of ensuring that
customers can use our stores with peace of mind as well as securing the safety of our in-store employees.
⑦ In our effort to promote the Lawson Group Human Rights Policy, we have been taking various steps
including disseminating the policy within and outside the Group, conducting human rights due diligence,and participating in the Stakeholder Engagement Program. In particular, with regard to human rights issues
across the supply chain, including in the procurement of raw materials and production processes, we are
striving to grasp the situation of our suppliers and engage in dialogues with them as a top priority.
(3) System to Ensure the Propriety of Business Operations Conducted by the Corporate Group① Through a system that has been established for the reporting of any risks that occur at an associatedcompany to the Company, information on risk cases at the Company or its associated companies isappropriately reported to the parent company on a timely basis.
② By establishing an organization in charge of Associated Companies as well as a specialized department tosupport Associated Companies from a specialist perspective, the Company shall strive to ensure theappropriateness of the operations of Associated Companies.
(4) Securing Effectiveness of Performance of Corporate Auditors① Corporate Auditors’ Staff are assigned to the auditors’ office to provide exclusive assistance to corporate
auditors in the execution of their duties. Corporate Auditors’ Staff have the authority to conduct
investigations necessary for audits by corporate auditors. In addition, relevant departments assist in
conducting necessary investigations for audits by corporate auditors in accordance with the content of theaudits.
② With regard to reporting to corporate auditors, matters that should be reported to corporate auditors havebeen reported to corporate auditors in a timely and appropriate manner.

The above monetary amounts and the numbers of shares in this Business Report are rounded down to thenearest unit and percentages are rounded to the nearest one decimal place.

47

(TRANSLATION ONLY)

Consolidated Balance Sheet(Millions of yen)
AssetsLiabilities
As of February
28, 2022(for reference)

As ofFebruary 28,
2023

Current assets
Cash and deposits
Accounts receivable-trade
Accounts receivable-due from
franchised stores

667,627
388,463
4,990

704,954
396,978
35,70847,20250,522

Lease receivables
Merchandise
Accounts receivable-other
Other
Allowance for doubtful accounts
Non-current assets

15,071
22,128146,443
43,344(17)
669,618

13,71225,706
141,560
40,782(16)
661,211

Property and store equipment

368,768

378,385

Buildings and structures-net
Tools, furniture and fixtures-net
Land
Leased assets-net
Construction in progress

189,190
22,762
8,507
124,978
4,720

193,70325,502
8,420
127,694
1,704

Other-net

18,60921,360Intangible assets
Software
Goodwill
Trademark right
Other
Investment and other assets
Investment securities
Long-term loans receivable
Guarantee deposits
Deferred tax assets

77,74634,88434,4597,721
680
223,103
21,73838,044103,277
34,73678,72736,54334,435
7,172
575
204,098
16,75936,72098,38432,924

Other

26,066

20,133

Allowance for doubtful accounts

(759)

(823)

Account item

Total assets

1,337,245

1,366,166

48

Account item

As of February
As of28, 2022
February 28,(for reference)
2023

Current liabilities
Accounts payable-trade
Short-term loans payable
Current portion of long-termloans payable

704,691
125,681
47,072804,674
168,350
13,58020,00080,000

Lease obligations
Accounts payable-other
Income taxes payable
Deposits received
Provision for bonuses
Call money
Deposits received for banking
business
Other
Non-current liabilities
Long-term loans payable
Lease obligations
Deferred tax liabilities
Provision for retirement benefits
to executive officers and audits
and supervisory board members
Net defined benefit liability

45,95545,86290,412
7,368
151,809
4,854
108,000

65,55910,896
171,567
4,967
123,000

91,420102,020

12,117354,080
160,000
118,445449

18,871
274,392
80,000119,910
414

248

286

17,43816,656

Asset retirement obligations
36,622
Other
20,875
Total liabilities
1,058,771
Net assets
Shareholders’ equity
265,327
Capital stock
58,506
Capital surplus
46,495Retained earnings
161,299
Treasury shares(973)
Accumulated other7,563
comprehensive income
Valuation difference on
1,585
available-for-sale securities
Revaluation reserve for land
(69)
Foreign currency translation
6,273
adjustment
Remeasurements of defined(227)
benefit plans
Subscription rights to shares
368
Non-controlling interests
5,213
Total net assets
278,473
Total liabilities and net assets
1,337,245

37,977
19,146
1,079,066
271,20958,50646,495
167,156(948)
10,040
1,007
(69)
8,167
934
328
5,521
287,099
1,366,166

(TRANSLATION ONLY)

Consolidated Statement of Income(Millions of yen)
From March 1, 2021 to
February 28, 2022
(for reference)

From March 1, 2022 toFebruary 28, 2023

Income from franchised stores

291,802

251,564

Other operating revenue

114,331

406,134

132,244383,809292,237

292,237

604,812604,812

199,738

698,371
199,738

476,684

988,621476,684

Account item
Operating revenue

Net sales
Net sales
Gross operating revenue
Cost of sales

92,498Gross profit

128,127
498,633
451,537

Operating gross profit
Selling, general and administrative expenses

511,937
456,881
55,05647,096

Operating income
Non-operating income
Interest income

976

960

369
1,624

678
－

483

553

Employment adjustment subsidy due to novel
coronavirus disease

1,762

622

Other

1,202

Dividend income
Gain on investments in investment partnerships
Compensation income

6,420

1,611

4,426

Non-operating expenses
Interest expenses
Loss on cancellation of leases

3,440

Other
Ordinary income

1,081

5,944
47,571

1,288

6,028
53,453

1,103

1,103

－

－

3,514
1,225

1,423

Extraordinary income
Gain on sales of investment securities
Extraordinary losses
Loss on retirement of non-current assets

1,746
16,616701
1,512

Impairment loss
Loss on novel coronavirus disease
Other

1,541
8,362
20,5761,261
350

28,098

Profit before income taxes
11,226(1,160)

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

49

10,065

11,51541,937

15,136
1,886

17,02318,032
131

24,914

17,90024,689224

(TRANSLATION ONLY)

Consolidated Statement of Changes in Equity(From March 1, 2022 to February 28, 2023)(Millions of yen)
Shareholders’ equity

Balance at beginning of current
periodCapitalstock

CapitalsurplusRetainedearnings

TreasurysharesTotalshareholders’equityValuationdifference on
available-forsale securities

Revaluation
reserve forland

Foreigncurrencytranslation
adjustment

58,50646,495

161,299(973)

265,327

1,585

(69)

6,273

Cumulative effect of changes inaccounting policies
Restated balance

Accumulated other comprehensive income(723)

58,50646,495160,576

Remeasurementsof defined benefit
plans

(227)

Total
accumulated
othercomprehensive
incomeSubscription
rights toshares

Noncontrollinginterests

Total net
assets

7,563

368

5,213

278,473

(723)

(973)

(723)

264,604

1,585

(69)

6,273

(227)

7,563

368

5,213

277,750

Changes of items during period
Dividends of surplus(15,011)(15,011)(15,011)

Change in scope of
consolidation(3,098)(3,098)(3,098)

Profit attributable to ownersof parent

24,68924,68924,689

(0)

(0)

(0)

Purchase of treasury shares
Disposal of treasury shares

0

0

0

0

Exercise of subscription
rights to shares(Delivery of treasury shares)

(0)

24

24

24

Net changes of items otherthan shareholders' equity
Total changes of items during
periodBalance at end of current period

(578)

－

1,893

1,161

2,477

(40)

307

2,744

－

(0)

6,579

24

6,604

(578)

－

1,893

1,161

2,477

(40)

307

9,348

58,50646,495

167,156(948)

271,209

1,007

(69)

8,167

934

10,040328

5,521

287,099

50

(TRANSLATION ONLY)(Notes to Consolidated Financial Statements)(Accounting Policies for the Preparation of Consolidated Financial Statements)
1. Scope of consolidation(1) Number of consolidated subsidiaries: 20(Domestic)

Lawson urbanworks, Inc.
Lawson Store100, Inc.
SCI, Inc.
SEIJO ISHII CO., LTD.
Lawson Entertainment, Inc.
United Cinemas Co., Ltd.
Lawson Bank, Inc.
BestPractice, Inc.

(Foreign)

Lawson (China) Holdings, Inc.
Shanghai Lawson, Inc.
Shanghai Le Song Trading Co., Ltd.
Shang Hai Gong Hui Trading Co., Ltd.
Zhejiang Lawson, Inc.
Chongqing Lawson, Inc.
Dalian Lawson, Inc.
Beijing Lawson, Inc.
BEIJING LUOSONG Co., Ltd.
Chengdu Lawson, Inc.
Saha Lawson Co., Ltd.
Lawson Philippines, Inc.
Lawson HMV Entertainment United Cinemas Holdings, Inc. and United Entertainment Holdings Co., Ltd.
were excluded from the scope of consolidation because of an absorption-type merger with United Cinemas
Co., Ltd. as the surviving company on September 1, 2022.
Zhejiang Lawson, Inc. changed its Chinese trade name on January 12, 2023.
Chengdu Lawson, Inc. and Lawson Philippines, Inc. have been included in the scope of consolidation due
to an increase in significance from fiscal 2022.
(2) Names of nonconsolidated subsidiaries and others(Domestic)
LAWSONWILL, Inc.
Seikaken, Inc.
SEIJO ISHII SYUHAN CO., LTD.
TOKYO EUROPE TRADE CO., LTD.
Lawson Digital Innovation Inc.
(Foreign)

Lawson USA Hawaii, Inc.
Jiangsu Lawson, Inc.
LAWSON (TIANJIN) INC.
SLV Retail Company Limited
Shenyang LAWSON Inc.
Guangdong Lawson, Inc.
LAWSON（HEBEI）INC.
Shenzhen Lawson, Inc.
(Reasons for exclusion from the scope of consolidation)
The above nonconsolidated subsidiaries have been excluded from the scope of consolidation because they are
all small in scale and their total assets, net sales, profit or loss (corresponding to equity interest) and retained
earnings (corresponding to equity interest) and others have no material influence on the consolidated financial
statements.

51

(TRANSLATION ONLY)
2. Application of the equity method(1) Equity-method associates: 3(Domestic)
Lawson Okinawa, Inc.
Lawson Minamikyushu, Inc.
Lawson Kochi, Inc.
(2) Nonconsolidated subsidiaries and entities excluded from the scope of the equity-method application
Nonconsolidated subsidiaries (LAWSONWILL, Inc., Seikaken, Inc., SEIJO ISHII SYUHAN CO., LTD.,TOKYO EUROPE TRADE CO., LTD., Lawson Digital Innovation Inc., Lawson USA Hawaii, Inc., Jiangsu
Lawson, Inc., LAWSON (TIANJIN) INC., SLV Retail Company Limited, Shenyang LAWSON Inc.,
Guangdong Lawson, Inc., LAWSON（HEBEI）INC., and Shenzhen Lawson, Inc.) and entities (Double
Culture Partners Co., Ltd., Loyalty Marketing, Inc., Lawson Staff, Inc., TA Platform Corporation, LTF Co.,
Ltd., StageAround TOKYO Production Committee, Jiangyin Hualian Guzhitian Food Co., Ltd., New
Designed by Tokyo Ltd., Boogie Woogie Entertainment Co., Ltd., TA Platform Software, and Lawson
Farm Chiba and others) were excluded from the scope of the equity-method application because their profit
or loss (corresponding to equity interest) and retained earnings (corresponding to equity interest) of these
entities are not significant either individually or in aggregate to the consolidated financial statements.
3.

Fiscal year end of the consolidated subsidiaries
The balance sheet date of Lawson (China) Holdings, Inc., Shanghai Lawson, Inc., Shanghai Le Song
Trading Co., Ltd., Shang Hai Gong Hui Trading Co., Ltd., Zhejiang Lawson, Inc., Chongqing Lawson, Inc.,
Dalian Lawson, Inc., Beijing Lawson, Inc., BEIJING LUOSONG Co., Ltd., Chengdu Lawson, Inc., Saha
Lawson Co., Ltd. and Lawson Philippines, Inc. is December 31. In order to prepare the consolidated financial
statements, the Company used these companies’ financial information prepared as of such balance sheet dateand significant transactions which occur between the balance sheet date and the consolidated balance sheet
date are adjusted as required for consolidation.
The balance sheet date of Lawson Bank, Inc. is March 31. In preparing the consolidated financial statements,
the Company used this subsidiary’s provisional settlement of accounts as of the consolidated balance sheet
date.
The fiscal year end date for the other consolidated subsidiaries corresponds with the consolidated balance
sheet date.

4. Summary of Significant Accounting Policies(1) Valuation basis and method for significant assets① Securities:
Available-for-sale securities:
With market quotations:
Recorded at market value with net unrealized gains and losses as a separate component of net
assets. The cost of securities sold is determined based on the moving average method
Without market quotations:
Stated at cost determined by the moving-average method.
② Inventories:

Merchandise:Stated at cost determined mainly by the retail method (the book value in the balance sheet iswritten down based on the decline in profitability).
(2) Depreciation method of depreciable significant assets① Property and store equipment (except for leased assets):
Mainly computed by the straight-line method.
The ranges of useful lives are from 11 to 34 years for buildings and structures and from 5 to 8
years for tools, furniture and fixtures.
② Intangible assets (except for leased assets):

Computed by the straight-line method.
Costs of software for internal use are amortized by the straight-line method over 5 years, which isthe estimated useful life. Furthermore, for right of trademark, amortization is mainly computed using
the straight-line method over 20 years.
③ Leased assets:

Leased assets related to finance leases that do not transfer ownership of leased property
The Company applies the straight-line method using the lease term as the useful life and a residual
value of zero.
④ Rights-of-use assets:

52

(TRANSLATION ONLY)
Rights-of-use assets of the Company’s foreign consolidated subsidiaries that apply International Financial
Reporting Standard 16 (IFRS 16) “Leases”
The Company applies the straight-line method using the lease term as the useful life and a residual
value of zero.
(3) Accounting standard for significant reserves① Allowance for doubtful accounts:
Allowance for doubtful accounts is provided at the amount of possible losses from uncollectible
receivables based on the actual rate of losses from bad debt for ordinary receivables and on estimatedrecoverability for specific doubtful receivables.
② Provision for bonuses:
Provision for bonuses is provided for payments of employees’ bonuses based on the estimated amounts.
③ Provision for retirement benefits to executive officers and audit and supervisory board members:
Provision for retirement benefits to executive officers of the Company and audit and supervisory board
members of consolidated subsidiaries is recorded under internal regulations.
(4) Accounting method for retirement benefits① Period attributable method of estimated amount of retirement benefits
In calculating retirement benefit obligation, in order to attribute estimated amount of retirement benefits
in the period up to the end of the current fiscal year, it is based on the benefit formula basis.
② Cost treatment method of actuarial difference and prior service cost
Prior service cost is amortized starting the fiscal year incurred mainly on a straight-line basis over acertain period (10 years) within an average remaining service period of employees at the time of theirrecognition.
Actuarial differences are mainly amortized from the following fiscal year on a straight-line basis overa certain period (10 years) within an average remaining service period of employees at the time of theirrecognition.
Certain consolidated subsidiaries apply the simplified method to estimate the amount required forvoluntary resignations at the end of the fiscal year as the retirement benefit liability in order to calculate
net defined benefit liability and retirement benefit expenses.
(5) Basis for recording revenue and expenses①Methods for recognizing revenue
The Company recognizes revenue from contracts with customers by applying the following five steps:
Step 1: Identify the contracts with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognized revenue when the entity satisfies a performance obligation.
Since the consideration corresponding to the transaction price is received within one month ofsatisfaction of the performance obligation, the practical expedient method is used and there is no
adjustment for a significant financing component.
②Recognition of revenues for the Group’s major businesses
The Group’s primary business comprises the Domestic Convenience Store Business, Seijo Ishii
Business, Entertainment-related Business, Financial Services Business, and Overseas Business.
・Revenues from franchised stores in the Domestic Convenience Store Business, Seijo Ishii Business,
and Overseas Business
For franchised stores in its Domestic Convenience Store Business, Seijo Ishii Business, and Overseas
Business, the Group has contractual obligations to prepare for their openings, provide knowledge on
how to operate the stores, grant licenses for trademarks, etc., provide training, accounting and otherservices, and lease fixtures for sale, signboards, and information systems, among others. As these
activities are closely inter-related and cannot be performed as separate services, they are collectively
deemed as a single performance obligation except for the lease transactions. The performanceobligation is deemed to be satisfied over time and when the services are provided, but as the royalty
revenues fluctuate based on the operating gross profit of each franchised store, the revenues arerecognized whenever the applicable operating gross profit is recognized throughout the contract period.
・Revenues from directly operated stores in the Domestic Convenience Store Business, Seijo Ishii
Business, and Overseas Business; Entertainment-related Business; and Financial Services Business
The Group sells general consumer goods at its directly operated stores in the Domestic Convenience
Store Business, Seijo Ishii Business, and Overseas Business, and music and video software products
and concert tickets in the Entertainment-related Business. Revenues from selling such goods arerecognized when an item is handed over to the customer, at which point its control is deemed to havebeen transferred to the customer.

53

(TRANSLATION ONLY)
In the Entertainment-related Business, the Group operates multiplex movie theaters, for whichrevenues are recognized when a movie has been screened, at which point its control is deemed to havebeen transferred to the viewers.
In the Financial Services Business, the Group provides ATM transaction services via cash cards ofpartner financial institutions and sales deposit services for franchised store owners, for which revenues
are recognized when a transaction has occurred, at which point the control of the service is deemed tohave been transferred.
In identifying a performance obligation, the Group assesses whether it is acting as a principal or an
agent in performing the promise to provide the specified goods or services. In cases where the nature of
the promise constitutes a performance obligation of the Group itself to provide the goods or services asa principal, the revenue in total amount of the consideration is recognized in the consolidated statementof income, whereas in cases where the performance obligation requires that the Group arrange a third
party to provide the goods or services, the revenue as an agent is recognized therein in the amount ofcommissions or remunerations or the net amount of the consideration.
The Group considers the following indicators in assessing whether it is acting as a principal.
・The Group has the primary responsibility to fulfill the promise to provide the specified goods orservices.
・The Group has an inventory risk either before the specified goods or services are transferred to thecustomer or after the control of the specified goods or services is transferred to the customer.
・The Group has discretion over the price of the specified goods or services.
Revenues are based on the transaction price less consideration paid to the customer such as discounts
and rebates. If the Group grants the customer an option to acquire additional goods or services andprovides a material right to do so, transaction value is allocated to the optional transaction by deeming it
as a separate performance obligation, for which revenues are recognized when the goods or services aretransferred to the customer or when the option is extinguished.
(6) Significant foreign currency transactions and foreign currency financial statements
All short-term and long-term monetary receivables and payables denominated in foreign currencies aretranslated into Japanese yen at the exchange rates at the consolidated balance sheet date. The foreignexchange gains and losses from translation are recognized in the consolidated statement of income. The
consolidated balance sheet accounts as well as revenue and expense accounts of foreign subsidiaries andaffiliated companies are translated into Japanese yen at the current exchange rate as of the consolidatedbalance sheet date except for shareholders’ equity, which is translated at the historical rate. Differences
arising from such translation are shown as “foreign currency translation adjustments” and “noncontrolling interests,” a separate component of net assets.
(7) Amortization method and period of goodwill
Goodwill is amortized on a straight-line basis over the relevant years, depending on the reason for theoccurrence of goodwill, with a maximum of 20 years.
(8) Adoption of consolidated taxation system
The Company and certain consolidated subsidiaries in Japan adopt the consolidated taxation system.
(9) Application of tax effect accounting for transition from consolidated taxation system to group tax
sharing system
The Company and certain domestic consolidated subsidiaries have calculated the amounts of deferred
tax assets and deferred tax liabilities in accordance with tax laws in effect before amendment based on
the treatment of Paragraph 3 of “Practical Solution on the Treatment of Tax Effect Accounting for theTransition from the Consolidated Taxation System to the Group Tax Sharing System” (ASBJ Practical
Issues Task Force No.39, March 31, 2020) instead of applying the provision in Paragraph 44 of“Implementation Guidance on Tax Effect Accounting” (ASBJ Guidance No.28, February 16, 2018),
regarding the transition to group tax sharing system established in “Act for Partial Amendment of the
Income Tax Act, etc.” (Act No.8 of 2020), and items for which the non-consolidated taxation system has
been reviewed in the line with the transition to the group tax sharing system.
Furthermore, effective from the beginning of the next fiscal year, the Company plans to apply the“Practical Solution on the Accounting and Disclosure Under the Group Tax Sharing System” (ASBJ
Practical Issues Task Force No. 42 (August 12, 2021).
(Changes in Accounting Policies)
1. Application of Accounting Standards for Revenue Recognition, etc.
Effective from March 1, 2022, the Company applies the “Accounting Standard for Revenue Recognition”(ASBJ Statement No.29, March 31, 2020, “Accounting Standard for Revenue Recognition”) and other54

(TRANSLATION ONLY)
standards and recognizes revenue at an amount that it expects to receive in exchange for promised goods orservices when control of the goods or services is transferred to a customer.
The changes in relation to the application of the accounting standards for revenue recognition are statedbelow:(i) Sales transactions involving a subsidiary
Sales transactions involving SCI, Inc., a subsidiary of the Company in the domestic convenience store
business, that were previously recognized on a net basis are now recorded on a gross basis in considerationof the subsidiary’s role in sales to customers (whether it is principal or agent).
(ⅱ) Consideration paid to customers
Sales promotion costs and other costs were previously recognized as selling, general and administrative
expenses, such as sales commission and advertising expenses, but such consideration paid to customers is
now deducted directly from revenue.
(ⅲ) IT systems fees received from customers
Fees received from customers for IT system utilization and data provision were previously deducted fromselling, general and administrative expenses, but transactions based on contracts with customers are now
recognized as revenue.
(ⅳ) Points program operated by a subsidiary
With respect to the in-house points program operated by United Cinemas Co., Ltd., a subsidiary of theCompany in the Entertainment-related Business, points awarded were previously recognized as revenue ona gross basis at the time the services were sold. However, the points awarded at the time of sales are now
recognized as a separate performance obligation to be executed when customers choose to purchaseadditional services in the future. As a result, transaction values allocated to points are recognized as contract
liabilities at the time the points are awarded, and later recognized as revenue when services are sold in
exchange for the points. Transaction values are allocated in proportion to the independent selling prices. The
membership fees for the points program were previously recognized as revenue in a lump sum at the time ofreceipt, but they are now recorded based on the elapsed period.
The Accounting Standards for Revenue Recognition have been applied in accordance with Proviso of
Paragraph 84 of the Accounting Standards for Revenue Recognition with the cumulative effect ofretrospective application added to or deducted from the beginning balance of retained earnings of the firstquarter of the current fiscal year, thus, the new accounting policy has been adopted from the first quarter ofthis fiscal year.
As a result, compared with the amounts based on the previously adopted accounting policies, accounts
receivable-trade increased by 29,568 million yen, accounts receivable-other decreased by the same amount,accounts payable-trade increased by 32,123 million yen and accounts payable-other decreased by the sameamount, net sales and operating revenue increased by 232,971 million yen, cost of sales increased by
264,400 million yen, and selling, general and administrative expenses decreased by 31,441 million yen for
the fiscal year under review, while operating income, ordinary income, and profit before income taxes
increased by 12 million yen, respectively. The balance of retained earnings at the beginning of the fiscal
year decreased by 723 million yen.
2. Application of Accounting Standard for Fair Value Measurement, etc.
The “Accounting Standard for Fair Value Measurement” (ASBJ Statement No.30, July 4, 2019; hereafter“Fair Value Accounting Standards” ) has been applied prospectively from the beginning of the first quarterof the current fiscal year as prescribed by the Fair Value Accounting Standards in accordance with thetransitional treatment set forth in Paragraph 19 of Fair Value Accounting Standards and Section 44-2 of“Accounting Standard for Financial Instruments” (ASBJ Statement No.10, July 4, 2019). This change had
no effect on the quarterly consolidated financial statements.
Furthermore, notes on “matters concerning fair value of financial instruments and breakdown by input
level” have been provided under “Notes to Financial Instruments.”(Changes in Presentation)
In the “Current assets” section, “Accounts receivable-trade”(4,990 million yen for the previous fiscal year)
was included in “Other” in the previous fiscal year. Due to an increase in financial materiality, it is now
separately presented (35,708 million yen).

55

(TRANSLATION ONLY)(Notes to Accounting Estimates)
Impairment of fixed assets(1) Amounts recorded in consolidated financial statements for the current fiscal year
Property and store equipment
6,977 million yen
Intangible assets
1,375
"
Other
9
"
(2) Information on significant accounting estimates concerning identified items① Calculation method
The Company and its consolidated subsidiaries (collectively, the “Group”) identify each store as thesmallest cash generating unit. With regard to asset groups showing signs of impairment, undiscounted future
cash flows were calculated, and when they were less than the carrying value, the recoverable amount wasmeasured based on the net selling price or value in use and the carrying value was written down, with thedifference recognized as an impairment loss under extraordinary losses. The net selling price of land was
calculated based on the value appraised by a real estate appraiser or contract price, and the value in use wascalculated by discounting estimated future cash flows mainly using a discount rate of 2.9%.
② Major assumptions
The estimates of undiscounted future cash flows related to the recognition of impairment loss of fixed
assets of the Company’s stores are based on profit forecasts by each store.
③ Impact on consolidated financial statements for the next fiscal year
In cases where the assumptions used in the aforementioned estimates need to be reviewed due to changes
in uncertain economic conditions in the future, additional impairment loss (extraordinary loss) may be
incurred in the consolidated financial statements for the next fiscal year and thereafter.
(Notes to Consolidated Balance Sheet)
1. Accumulated depreciation of property and store equipment:

439,578 million yen

2. Revaluation of land used for businessLand used for business was revalued on the basis prescribed by the Law Concerning Revaluation of Land
(Law No. 34, March 31, 1998). The resulting revaluation difference has been included in net assets as“Revaluation reserve for land.”
Revaluation method: The value of land is determined based on the notified prices adjusted reasonably as
stipulated in Article 2, Item 4 of the Ordinance Implementing the Law Concerning
Revaluation of Land (Government Ordinance No. 119, March 31, 1998) and theassessed value as stipulated in Article 2, Item 5 of the same ordinance.
Date of revaluation: February 28, 2002
The difference between book value and market value of the revalued land as of the consolidated balance
sheet date was 4 million yen.
3. Guarantee obligations
The Company guarantees the borrowings from financial institutions of the following subsidiary.
Lawson USA Hawaii, Inc.
84 million yen

56

(TRANSLATION ONLY)(Notes to Consolidated Statement of Income)
1. Revenue from contracts with customers
Regarding revenue, the Company does not separately present revenue from contracts with customers andrevenue from other sources. The amount of revenue from contracts with customers is described in “Note to
Revenue Recognition 1. Information on disaggregation of revenues from contracts with customers” in the notes
to the consolidated financial statements.
2. Impairment loss
The Company and its consolidated subsidiaries (collectively, the “Group”) identify each store as the smallest
cash generating unit.
The carrying value of asset groups whose profitability has significantly decreased was written down to therecoverable amount, with the difference recognized as impairment loss under extraordinary losses.
Category by use

Stores

Other

Total

Impairment loss
(millions of yen)

Location

AssetsTokyo

Buildings; Tools, furniture and fixtures; and others

1,112

Osaka

"

419

Others

"

5,451

―

Software87―

Goodwill

1,288

―

Other

2

―

―

8,362

Category by non-current assets
Buildings and structures
Tools, furniture and fixtures
Leased assets
Software
Goodwill
Other

4,112
301
2,563
87
1,288
9

million yen
"
"
"
"
"

The recoverable amount of the asset groups is the higher of net selling price or value in use. The net selling
price of land was calculated based on the value appraised by a real estate appraiser or contract price, and thevalue in use was calculated by discounting estimated future cash flows mainly using a discount rate of 2.9%.

57

(TRANSLATION ONLY)(Notes to Consolidated Statement of Changes in Equity)
1. Number of outstanding shares and treasury shares
Number of shares
Increase during
Decrease during
at the end of
the period
the periodprevious period(thousand shares) (thousand shares)(thousand shares)

Number of sharesat the end of theperiod(thousand shares)

Outstanding shares－

100,300

Common stock－

100,300

Treasury shares
228
0
5
222
Common stock
Notes:
1. The increase in treasury shares of 0 thousand shares resulted from purchases of stock of less than one
share unit.
2. The decrease in treasury shares of 5 thousand shares resulted from decreases of 5 thousand shares dueto the exercise of stock option rights and 0 thousand shares due to requests for additional purchases ofstock of less than one share unit.
2. Dividend(1) Dividend payment
Date of resolution

Class ofsharesDividend payment(millions of yen)

Dividend
per share(yen)

Record date

Effective date

General meeting ofshareholders(May 25, 2022)

Common
stock

7,505

75.00

February 28, 2022

May 26, 2022

Directors’ meeting(October 6, 2022)

Common
stock

7,505

75.00

August 31, 2022

November 10,
2022(2) Dividends for which the record date is in the current period and the effective date is after the
year-end consolidated balance sheet date
Dividend
Dividend
Class of
Source ofRecordEffective
Date of resolution
payment
per sharesharesdividenddate
date(millions of yen)
(yen)
General meeting ofCommon RetainedMay
Februaryshareholders
7,505
75.00
stock
earnings
28, 2023
25, 2023(May 24, 2023)
3. Number of stock that can be exercised by outstanding subscription rights to shares (excluding those
not yet in the exercisable period)
80,800 shares

58

(TRANSLATION ONLY)(Notes to Financial Instruments)
1. Matters relating to the status of financial instruments(1) Policy for financial instruments
The Group primarily uses short-term deposits, etc., to manage its funds and raises funds as necessary
through borrowings from financial institutions and leasing according to the financing plan.
(2) Nature, extent of risk, and risk management system for financial instruments
Trade receivables, such as accounts receivable - trade, accounts receivable - due from franchised stores,
lease receivables and accounts receivable-other, are exposed to credit risk from business counterparties.
Investment securities are primarily shares of companies with business relationships and listed shares
which are exposed to the risk of market price fluctuations. With regard to this risk, the Company monitors
the financial conditions of business counterparties on a regular basis.
Long-term loans receivable (mainly construction cooperation payments) and guarantee deposits are
exposed to credit risks of borrowers and landlords, etc. With regard to this risk, the Company manages
credit on a daily basis at the relevant division and seeks early acknowledgement and minimization ofcollection concerns due to deterioration in a borrower’s financial situation, etc.
Among trade payables, most of the accounts payable-trade, accounts payable-trade for franchised stores,
accounts payable-other and deposits received held as a result of bill settlement services have payment due
dates within one month, while most deposits received held as a result of ticket sales transactions havepayment due dates within 6 months.
Short-term loans payable and call money are mainly for the purpose of procuring working capital, andare due within 1 year. These are exposed to liquidity risks, including a situation in which necessary funding
cannot be secured under certain environments.
Deposits received for banking business, which are the deposits of customers received by domestic
consolidated subsidiaries engaged in the banking business, are exposed to interest rate fluctuation risks.
Long-term loans payable are mainly for the purpose of funding necessary for the banking business andM&A, and are due within 5 years.
The primary purpose of lease obligations related to finance lease transactions is securing the funds
required for capital investments and the maximum redemption period is 15 years after the consolidatedbalance sheet date.
With regard to the liquidity risk associated with fundraising (risk that payments cannot be executed on
the payment due dates), the Company prepares and updates financial plans on a timely basis and manages
liquidity risk by measures including maintaining adequate liquidity on hand.
(3) Fair values of financial instruments
Fair values of financial instruments are based on quoted prices in active markets. If a quoted price is notavailable, other rational valuation techniques are used instead. Since multiple factors are considered in theestimation of fair value, the results of the estimation might differ if other valuation techniques were used.

59

(TRANSLATION ONLY)
2. Matters relating to the fair values of financial instruments
The carrying amount, fair values, and difference as of February 28, 2023 are as follows.
(Millions of yen)
Carrying amount

Fair value

Difference(1) Lease receivables

13,712

12,175(1,537)(2) Short-term and long-term investment securities
Available-for-sale securities (*2)

3,498

3,498

－

44,04098,384(408)

44,020(20)

97,97593,091(4,884)

44,113(73)(3) Long-term loans receivable
Allowance for doubtful accounts (*3,5)(4) Guarantee deposits
Allowance for doubtful accounts (*3)
Total assets

159,227

152,785(6,441)(1) Deposits received for banking business

102,020

102,020－(2) Long-term loans payable (*4)

160,000

160,000

0(3) Lease obligations (*4,5)

173,165

165,696(7,469)Total liabilities

435,186
427,717(7,469)(*1) A fair value of “cash and deposits”, “accounts receivable-trade” ,“accounts receivable-due from franchised stores”,“accounts receivable-other”, “accounts payable-trade”, “short-term loans payable”, “accounts payable-other”, “deposits
received” and “call money” are omitted because they are cash or their fair value approximates carrying value due to theshort maturities of these instruments.
(*2) Securities without market value, etc. are not included in “(2) Short-term and long-term investment securities”. The carrying
amount as of February 28, 2023 are as follows.
Category

Carrying amount (millions of yen)
195

Unlisted equity securities
Investments in subsidiaries and affiliated companies

13,744

Other

2,336

(*3) Allowance for doubtful accounts related to long-term loans receivable and guarantee deposits have been deducted.
(*4) Long-term loans payable and lease obligations include liabilities maturing within one year.
(*5) As long-term loans receivable and lease obligations satisfy the offsetting requirements, long-term loans receivable areoffset against lease obligations and the net amount is shown in the consolidated balance sheets. The offset amount is 7,393
million yen.
(*6) Investments in partnerships and other similar business entities that are recorded in the consolidated balance sheet in the net
amount proportionate to the Company’s equity are omitted. The carrying value of such investments was 2,288 million yen.
3. The breakdown of the fair value of financial instruments by appropriate classification
Financial instruments are classified into the following three levels based on the observability and materiality of the inputs
used to calculate fair value.
Level 1: Fair value calculated based on quoted market prices for the assets or liabilities for which such fair value is available inactive markets as the inputs used in the calculation of observable fair value
Level 2: Fair value calculated using inputs for the calculation of observable fair value other than Level 1 inputs
Level 3: Fair value calculated using inputs that are unobservable
When multiple inputs that have a significant impact on the calculation of fair value are used, fair value is classified to the levelwith the lowest priority in the calculation of fair value among the levels to which each of those inputs belongs.

60

(TRANSLATION ONLY)(1) Financial assets measured at fair value by level
Category

Estimated Fair Value (Millions of yen)
Level 2
Level 3

Level 1Marketable securities and investment securities
Other securities
Stock
Government bonds
Total

－
－
－

483
3,014
3,498

－
－
－

Total

483
3,014
3,498

(2) Financial assets and liabilities other than those measured at fair value by level
Category

Estimated Fair Value (Millions of yen)
Level 2
Level 3

Level 1
－
－
－
－
－
－
－
－

Lease receivables
Long-term loans receivable
Guarantee deposits
Total financial assets
Deposits received for banking businessLong-term loans, less current portion
Lease obligation
Total financial liabilities

12,17544,02093,091
149,287
102,020
160,000
165,696427,717

－
－
－
－
－
－
－
－

Total
12,17544,02093,091
149,287
102,020
160,000
165,696427,717

Fair value measurement method and inputs for fair value measurement(1) Marketable securities and investment securities
Listed shares and government bonds are valued at the quoted market price. As listed shares and government bonds aretraded on active markets, their fair market value is classified as Level 1 fair market value.
(2) Lease receivables
The fair values of lease receivables are calculated by discounting future cash flows using the yield rate of government
bonds for the remaining period and classified as Level 2.
(3) Long-term loans receivable
The fair values of long-term loans receivable are determined based on the present value, derived by discounting the total
amount of principal and interest at the expected rate of interest to be applied for similar loans and classified as Level 2.
(4) Guarantee deposits
Guarantee deposits are determined by discounting future cash flows, which reflect the collectability, using the yield rate ofgovernment bonds over the remaining period and classified as Level 2.
(5) Deposits received for banking business
The fair values of demand deposits are stated at the amount to be paid if demanded on the balance sheet date (carrying
values). In addition, the fair values of term deposits are stated at their carrying values, because their contract period is short(within one year) and their carrying values are approximately the same as their fair values and classified as Level 2.
(6) Long-term loans payable (including current portion of long-term loans payable)
The fair values of long-term loans payable with fixed interest rates are calculated based on the present value of the total
amount of principal and interest discounted at the expected interest rate for similar borrowings. The fair values of long-termloans payable with floating interest rates are stated at their carrying values, because they are determined using floating interest
rates that reflect market rates in a short-time and their carrying values are approximately the same as their fair values andclassified as Level 2.
(7) Lease obligations (including current portion of lease obligations)
The fair values of lease obligations are determined by discounting the cash flows related to the obligations at the expected
rate of interest to be applied for similar lease transactions and classified as Level 2.

61

(TRANSLATION ONLY)(Notes to Revenue Recognition)
1. Information on disaggregation of revenues from contracts with customers(Millions of yen)
Reportable segment
Category

Domestic
Convenience Seijo Ishii Entertainment Financial Overseas-relatedServices BusinessStore
Business
Business BusinessBusiness

OthersAdjustments

Total

Gross operating revenue
Revenue from contracts
with customers
Income from
franchised stores

250,272

860

－

－

431

－

－

251,564

Net sale Companyoperated stores

77,237

108,641

58,016－64,234－－308,129

Other

337,31333

12,05231,751

26,95812－

408,121

Other revenue

20,291

6

－

－

508

－

－

20,806

Revenue from externalcustomers
Intersegment revenue ortransfer

685,114

109,541

70,06931,751

92,132

12－

988,621

6,248

－

2,098

2,735

－

808

(11,889)－

72,16734,486
92,132820(11,889) 988,621
691,363
109,541
Total
Note: The business segments within the “Others” category that do not fall under the main reportable segments, include Consulting
Business.
2. Foundational information for understanding revenue from contracts with customers“Foundational information for understanding revenue from contracts with customers” is described in “4. Summary of Significant
Accounting Policies (5) Basis for recording revenue and expenses” in the Notes to Consolidated Financial Statements.
3. Information for understanding revenue of current fiscal year and subsequent years(1) The balances of receivables from contracts with customers and contract liabilities etc. for the fiscal year ended
February 28, 2023
Category

Carrying amount (millions of yen)

Receivables from contracts with customers(beginning balance)

120,184

Receivables from contracts with customers(ending balance)

132,121

Contract liabilities(beginning balance)

2,082

Contract liabilities(ending balance)

3,986“Contract liabilities” is included in “Other” in the consolidated balance sheet. Revenue recognized for the year ended February
28, 2023, that was included in the beginning balance of contract liabilities was 1,802 million yen.
(2) Transaction price allocated to remaining performance obligations
As the Group has no material transactions for which the expected term of individual contract exceeds one year, it has omitted
information on remaining performance obligations of which duration was originally expected to be within one year for practical
expediency. Moreover, there are no material amounts of the consideration arising from contracts with customers that are notincluded in the transaction price.
(Notes to Per-Share Data)
1. Net assets per share
2. Profit per share

2,810.33 yen
246.70 yen(Notes to Significant Subsequent Events)
Not applicable.

62

(TRANSLATION ONLY)

Non-consolidated Balance Sheet(Millions of yen)
AssetsLiabilities
As of February
28, 2022(for reference)

As ofFebruary28, 2023

173,022
5,028

192,427
6,316

46,38649,32915,48014,196934

907

17,62979,9897,573
620,902309,252
154,144
24,484
10,266
8,461
111,020876

15,444
99,524
6,708
612,940
312,118
154,347
22,136
10,017
8,374
117,011231

Intangible assets

31,451

29,088

Software
Goodwill
Other
Investments and other assets
Investment securities
Shares of subsidiaries andassociates

21,261
9,647
542
280,198
3,276

22,2396,565
284
271,732
3,003

Short-term loans payable tosubsidiaries and associates
Current portion of long-termloans payable
Lease obligations
Accounts payable-other
Income taxes payable
Accrued expenses
Deposits received
Provision for bonuses
Other
Non-current liabilities
Long-term loans payable
Lease obligations
Provision for retirement benefits
Provision for retirement benefits
to executive officers and audits
and supervisory board members
Asset retirement obligations
Other
Total liabilities
Net assets
Shareholders’ equity

63,86665,09840,691

40,69137,43036,164

Account item
Current assets
Cash and deposits
Accounts receivable-due from
franchised stores
Lease receivables
Merchandise
Prepaid expenses
Accounts receivable-other
Other
Non-current assets
Property and store equipment
Buildings
Structures
Tools, furniture and fixtures
Land
Leased assets
Construction in progress

Investments in capital ofsubsidiaries and associates

As of February
28, 2022(for reference)

As ofFebruary28, 2023

Current liabilities
Accounts payable-trade363,285
101,427

367,066
110,202

Short-term loans payable

41,062

11,90024,73053,93020,000－35,614
24,676
5,142
2,292
102,241
3,048
3,049
197,345
30,000102,414
14,36035,754
26,407
8,789
2,386
109,222
3,349
5,123
198,227
30,000104,060
15,064151

164

32,795
17,623560,631

32,98915,948565,294

231,409

238,806

Capital stock

58,50658,506

Capital surplus

47,76147,760Legal capital surplus

47,696

47,696

Other capital surplus

64

64

126,114727

133,488727

50,00050,00075,387

82,760

(973)

(948)

1,516

938

1,585

1,007

(69)

(69)

368
233,294
793,925328
240,073805,367

Account item

Long-term loans receivable
Long-term loans receivable fromsubsidiaries and associates
Long-term prepaid expenses
Guarantee deposits
Deferred tax assets
Other

482

470

12,294
88,66933,580666

11,017
82,95032,333827

Allowance for doubtful accounts

(759)

(823)

Retained earnings
Legal retained earnings
Other retained earnings
General reserve
Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments
Valuation difference on
available-for-sale securities
Revaluation reserve for land

Total assets

793,925805,367

63

Subscription rights to shares
Total net assets
Total liabilities and net assets

(TRANSLATION ONLY)

Non-consolidated Statement of Income(Millions of yen)
From March 1, 2021 to
February 28, 2022
(for reference)

Account item

From March 1, 2022 toFebruary 28, 2023

Operating revenue
289,038

Income from franchised stores
Other operating revenue
Net sales
Net sales
Gross operating revenue
Cost of sales

36,841

325,880

262,581
68,56929,222

29,222

26,41921,318355,10221,318

7,903

Gross profit
Selling, general and administrative expenses
Operating income

19,217476

Dividend income

8,811

Gain on investments in investment partnerships

1,624
1,388

Other
Non-operating expenses

338,354
303,165
35,188437
7,100－

12,301

1,446Interest expenses

1,921

1,912

Loss on cancellation of leases
Other

1,414
558

1,099
543

Ordinary income
Extraordinary income
Gain on sales of investment securities

1,103

Extraordinary losses
Loss on retirement of non-current assets
Impairment loss

1,360
15,741187
1,256

Loss on novel coronavirus disease
Other
Profit before income taxes

3,894
34,278
1,103

64

3,555

－

－

828
8,054
5
18,5463,364
13,470

Profit8,985

40,618647

16,8344,512(1,148)

Income taxes – current
Income taxes – deferred

19,217

7,202

25,870Non-operating income
Interest income

26,419357,571

333,784
307,913

Operating gross profit

331,151

6,891
1,595

9,536
31,082
8,486
22,595

(TRANSLATION ONLY)

Non-consolidated Statement of Changes in Equity(From March 1, 2022 to February 28, 2023)(Millions of yen)

Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings
Retained
Generalearnings
reservebrought
forwardTotal
retainedearnings

TreasurysharesTotalshareholders’equity75,387

126,114(973)

231,409

(211)

(211)

75,176125,903

Dividends of surplus(15,011)(15,011)(15,011)

Profit22,595

22,595

22,595

Balance at the beginning of current
periodCapital
stock

Legal
capitalsurplus

OthercapitalsurplusTotal
capitalsurplusLegalretainedearnings

58,506

47,69664

47,761727

50,000

Cumulative effect of changes inaccounting policies
Restated balance

58,506

47,69664

47,761727

50,000

(211)
(973)

231,198

Changes of items during period

Purchase of treasury shares

(0)

(0)

Disposal of treasury shares

0

0

0

0

Exercise of subscription rights toshares (Delivery of treasury shares)

(0)

(0)

24

24

Net changes of items other thanshareholders' equity
Total changes of items during period
Balance at end of current period

－

－

(0)

(0)

－

－

7,584

7,584

24

7,608

58,506

47,69664

47,760727

50,00082,760133,488(948)

238,806

65

(TRANSLATION ONLY)(Millions of yen)
Valuation and translation adjustments
Valuation difference
Total
Revaluation reserveon availablevaluation and translation
for landfor-sale securities
adjustments
Balance at the beginning of current
period

1,585

(69)

1,516

Subscription rights toshares
368

Cumulative effect of changes inaccounting policies
Restated balance

Total
net assets
233,294
(211)

1,585

(69)

1,516

368

233,083

Changes of items during period
Dividends of surplus(15,011)

Profit22,595Purchase of treasury shares(0)

Disposal of treasury shares

0

Exercise of subscription rights toshares (Delivery of treasury
shares)24

Net changes of items other thanshareholders' equity(578)

Total changes of items during period(578)

Balance at end of current period

1,007

(578)

(40)

(618)

－

(578)

(40)

6,990

(69)

938

328

240,073

66

(TRANSLATION ONLY)(Notes to the Non-consolidated Financial Statements)(Significant Accounting Policies)
Valuation basis and method for assets(1) Marketable securities and investments in securities:① Investments in subsidiaries and affiliated companies
Stated at cost determined by the moving-average method.
② Available-for-sale securities
With market quotations:
Recorded at market value with net unrealized gains and losses as a separate component of net
assets. The cost of securities sold is determined based on the moving-average method.
Without market quotations:
Stated at cost determined by the moving-average method.
(2) Inventories:

1.

Merchandise:Stated at cost determined mainly by the retail method (the book value in the balance sheet iswritten down based on the decline in profitability).

2.

Depreciation method of depreciable assets(1) Property and store equipment (except for leased assets):
Computed by the straight-line method.
The ranges of useful lives are from 10 to 34 years for buildings and structures and from 5 to 8
years for tools, furniture and fixtures.
(2) Intangible assets (except for leased assets):
Computed by the straight-line method.
Costs of software for internal use are amortized by the straight-line method over 5 years, which isthe estimated useful life.
(3) Leased assets:
Leased assets related to finance leases that do not transfer ownership of leased property
The Company applies the straight-line method using the lease term as the useful life and a residual
value of zero.
(4) Long-term prepaid expenses:
Computed by the straight-line method.

3.

Accounting standard for significant reserves(1) Allowance for doubtful accounts:
Allowance for doubtful accounts is provided at the amount of possible losses from uncollectible
receivables based on the actual rate of losses from bad debt for ordinary receivables and on estimatedrecoverability for specific doubtful receivables.
(2) Provision for bonuses:
Accrued employees’ bonuses are provided for payments of employees’ bonuses based on the estimatedamounts.
(3) Provision for retirement benefits:
Provision for retirement benefits is provided at the amount calculated based on the retirement benefit
liability and pension assets at the consolidated balance sheet date.
① Method of attributing the estimated amount of retirement benefits to periods
In calculating the retirement benefit obligation, the benefit formula method is used to attribute theestimated amount of retirement benefits to periods up to the end of the current fiscal year.
②Method of amortizing actuarial differences and prior service costs
Prior service costs are recorded as expense over a certain number of years within the averageremaining years of service of the corresponding employees at the time of occurrence (10 years) using
the straight-line method.
Actuarial differences are accounted for as expenses over a certain number of years within the averageremaining years of service of the corresponding employees (10 years) using the straight-line method,commencing with the consolidated fiscal year following the one in which they were incurred.
Treatment of unrecognized actuarial and unrecognized past service costs differences in the
non-consolidated balance sheet differs from the consolidated balance sheet.

67

(TRANSLATION ONLY)(4) Provision for retirement benefits to executive officers:
Provision for retirement benefits to executive officers prepared for required payments at the end of
the current fiscal year is recorded under internal regulations.

4.

Basis for recording revenue and expenses(1) Methods for recognizing revenue
The Company recognizes revenue from contracts with customers by applying the following five steps:
Step 1: Identify the contracts with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognized revenue when the entity satisfies a performance obligation.
Since the consideration for the transaction price is received within one month of satisfaction of theperformance obligation, the practical expedient method is used and no adjustment for a significant financing
component.
(2) Recognition of revenues for the major businesses
The primary business comprises the Domestic Convenience Store Business.
・Revenues from franchised stores in the Domestic Convenience Store Business
For franchised stores in its Domestic Convenience Store Business, Seijo Ishii Business, and Overseas
Business, the Group has contractual obligations to prepare for their openings, provide knowledge on how to
operate the stores, grant licenses for trademarks, etc., provide training, accounting and other services, andlease fixtures for sale, signboards, and information systems, among others. As these activities are closelyinter-related and cannot be performed as separate services, they are collectively deemed as a single
performance obligation except for the lease transactions. The performance obligation is deemed to besatisfied over time and when the services are provided, but as the royalty revenues fluctuate based on theoperating gross profit of each franchised store, the revenues are recognized whenever the applicable
operating gross profit is recognized throughout the contract period.
・Revenues from directly operated stores in the Domestic Convenience Store BusinessWe sell general consumer goods at our directly operated stores in the Domestic Convenience StoreBusiness. Revenues from selling such goods are recognized when an item is handed over to the customer, atwhich point its control is deemed to have been transferred to the customer.
In identifying a performance obligation, we assess whether we are acting as a principal or an agent in
performing the promise to provide the specified goods or services. In cases where the nature of the promise
constitutes a performance obligation of us to provide the goods or services as a principal, the revenue in total
amount of the consideration is recognized in the non-consolidated statement of income, whereas in cases
where the performance obligation requires that we arrange a third party to provide the goods or services, therevenue as an agent is recognized therein in the amount of commissions or remunerations or the net amountof the consideration.
We consider the following indicators in assessing whether we are acting as a principal.
・We have the primary responsibility to fulfill the promise to provide the specified goods or services.
・We have an inventory risk either before the specified goods or services are transferred to the customer
or after the control of the specified goods or services is transferred to the customer.
・We have discretion over the price of the specified goods or services.
Revenues are based on the transaction price less the consideration paid to the customer such as discounts
and rebates. If the Company grants the customer an option to acquire additional goods or services andprovides a material right to do so, transaction value is allocated to the optional transaction by deeming it as aseparate performance obligation, for which revenues are recognized when the goods or services aretransferred to the customer or when the option is extinguished.

5.

Adoption of consolidated taxation system
The Company adopts the consolidated taxation system.

6.

Application of tax effect accounting for transition from consolidated taxation system to group tax
sharing system
The Company has calculated the amounts of deferred tax assets and deferred tax liabilities in accordancewith tax laws in effect before amendment based on the treatment of Paragraph 3 of “Practical Solution on theTreatment of Tax Effect Accounting for the Transition from the Consolidated Taxation System to the GroupTax Sharing System” (ASBJ Practical Issues Task Force No.39, March 31, 2020) instead of applying theprovision in Paragraph 44 of “Implementation Guidance on Tax Effect Accounting” (ASBJ Guidance No.28,
February 16, 2018), regarding the transition to group tax sharing system established in “Act for Partial
Amendment of the Income Tax Act, etc.” (Act No.8 of 2020), and items for which the non-consolidated
taxation system has been reviewed in the line with the transition to the group tax sharing system.

68

(TRANSLATION ONLY)
Furthermore, effective from the beginning of the next fiscal year, the Company plans to apply the “Practical
Solution on the Accounting and Disclosure Under the Group Tax Sharing System” (ASBJ Practical Issues
Task Force No. 42 (August 12, 2021).
(Changes in Accounting Policies)
1. Application of Accounting Standards for Revenue Recognition, etc.
Effective from March 1, 2022, the Company applies the “Accounting Standard for Revenue Recognition”(ASBJ Statement No.29, March 31, 2020, “Accounting Standard for Revenue Recognition”) and otherstandards and recognizes revenue at an amount that it expects to receive in exchange for promised goods orservices when control of the goods or services is transferred to a customer.
The changes in relation to the application of the accounting standards for revenue recognition are statedbelow:(ⅰ) Consideration paid to customers
Sales promotion costs and other costs were previously recognized as selling, general and administrative
expenses, such as sales commission and advertising expenses, but such consideration paid to customers is
now deducted directly from revenue.
(ⅱ) IT systems fees received from customers
Fees received from customers for IT system utilization and data provision were previously deducted fromselling, general and administrative expenses, but transactions based on contracts with customers are now
recognized as revenue.
The Accounting Standards for Revenue Recognition have been applied in accordance with Proviso of
Paragraph 84 of the Accounting Standards for Revenue Recognition with the cumulative effect ofretrospective application added to or deducted from the beginning balance of retained earnings of the firstquarter of the current fiscal year, thus, the new accounting policy has been adopted from the first quarter ofthis fiscal year.
As a result, compared with the amounts based on the previously adopted accounting policies, net sales andoperating revenue decreased by 16,671 million yen, cost of sales decreased by 387 million yen, and selling,
general and administrative expenses decreased by 16,352 million yen for the fiscal year under review, while
operating income, ordinary income, and profit before income taxes increased by 69 million yen,respectively. The balance of retained earnings at the beginning of the fiscal year decreased by 211 millionyen.
2. Application of Accounting Standard for Fair Value Measurement, etc.
The “Accounting Standard for Fair Value Measurement” (ASBJ Statement No.30, July 4, 2019; hereafter“Fair Value Accounting Standards” ) has been applied prospectively from the beginning of the first quarterof the current fiscal year as prescribed by the Fair Value Accounting Standards in accordance with thetransitional treatment set forth in Paragraph 19 of Fair Value Accounting Standards and Section 44-2 of“Accounting Standard for Financial Instruments” (ASBJ Statement No.10, July 4, 2019). This change had
no effect on the quarterly non-consolidated financial statements.
(Notes to Accounting Estimates)
Impairment of fixed assets(1) Amounts recorded in non-consolidated financial statements for the current fiscal year
Property and store equipment
6,759 million yen
Intangible assets
1,288
"
Other
7
"
(2) Information on significant accounting estimates concerning identified items
The method used to calculate the amounts in (1) is the same as that described in the “Notes toConsolidated Financial Statements (Notes to Accounting Estimates)” of the Consolidated Financial
Statements.

69

(TRANSLATION ONLY)(Notes to the Non-consolidated Balance Sheet)
1. Accumulated depreciation of property and store equipment:
2.

Due from/to subsidiaries and affiliated companies
Short-term receivables due from subsidiaries and affiliated companies
Long-term receivables due from subsidiaries and affiliated companies
Short-term payables due to subsidiaries and affiliated companies
Long-term payables due to subsidiaries and affiliated companies

351,063 million yen

28,152
47
6,582
214

million yen
"
"
"

3.

Revaluation of land used for businessLand used for business was revalued on the basis prescribed by the Law Concerning Revaluation of Land
(Law No. 34, March 31, 1998). The resulting revaluation difference has been included in net assets as“Revaluation reserve for land.”
Revaluation method: The value of land is determined based on the notified prices adjusted reasonably as
stipulated in Article 2, Item 4 of the Ordinance Implementing the Law Concerning
Revaluation of Land (Government Ordinance No. 119, March 31, 1998) and theassessed value as stipulated in Article 2, Item 5 of the same Ordinance.
Date of revaluation: February 28, 2002
The difference between book value and market value of the revalued land as of the non-consolidatedbalance sheet date was 4 million yen.

4.

Guarantee obligations
The Company guarantees the accounts payable-trade and deposit liabilities of the following subsidiaries
Lawson Bank, Inc.
million yen
95,000"Shanghai Lawson, Inc.
1,958"
SCI, Inc.
601"
Lawson Entertainment, Inc.
494"
Lawson Philippines, Inc.
209"
Lawson USA Hawaii, Inc.
84

(Notes to the Non-consolidated Statement of Income)Transaction amount with affiliated companies
Operating transactions
Operating revenue
Goods purchased
Selling, general and administrative expenses
Transactions other than operating transactions

36,830151
44,833
7,183

million yen"""(Notes to the Non-consolidated Statement of Changes in Equity)
Number of treasury shares

222,962 shares(Notes to Accounting for Income Taxes)
Components of deferred tax assets and liabilities
Enterprise taxes payable
Provision for bonuses
Loss on write-down of investments in affiliated companies
Excess of depreciation
Excess of amortization of software
Provision for retirement benefits
Allowance for doubtful accounts
Impairment loss
Other
Subtotal of deferred tax assets
Less valuation allowances
Total deferred tax assets

674 million yen
"
1,007
"
9,081
"
9,043
"
209
"
6,319
"
252
"
13,505"2,315
42,410 million yen(10,077)"
32,333 million yen
32,333 million yen

Deferred tax assets-net

70

(TRANSLATION ONLY)(Notes to Related-Party Transactions)
Parent Company
Attribute

ParentCompany

Company
nameMitsubishi
Corporation

EquityBusiness line
ownershipor profession
percentage

GeneralTradingCompany

Directholding
50.2%

RelationshipTransaction
Description
Directors’
amountofBusiness
posts held(millions ofrelationship concurrently transactions
yen)
Transactions
under abusinesscollaborationagreement

No

Receipt of
debt
guarantees
Payment ofguarantee
fees

Account
item

Endingbalance(millions ofyen)

11,900

－

－

0

－

－

Transaction conditions and the policies for determining those conditions:
1. The Company is provided with debt guarantees for loans payable from Mitsubishi Corporation Financial &Management Services (Japan) Ltd. by Mitsubishi Corporation. Guarantee fee rates are determinedrationally, taking into account market interest rates.
Subsidiaries and affiliates
Attribute

Company
name

SCI, Inc.

Subsidiary

EquityBusiness line
ownershipor profession
percentage

Domestic
Convenience
Store Business

LawsonEntertainmentEntertainment,
RelatedInc.
Business

Lawson Bank,Inc.

Financial
Services
Business

RelationshipTransaction
Description
Directors’
amountofBusiness
posts held(millions ofrelationship concurrently transactions
yen)

Directholding100.0%

SCM

Directholding100.0%

Sale oftickets andsoftware formusic andvideo

Directholding
95.0%

Bankingbusiness

Yes

Yes

Yes

Account
item

Repaymentof funds
Borrowingof funds
Borrowinginterest

Shortterm loans
38,300 payable
Accrued
0 interest

Repaymentof funds
Borrowingof funds
Borrowinginterest

Shortterm loans
31,500 payable
Accrued
2 interest

Guarantee
obligations
Receipt ofguarantee
fees

35,8005,000

95,00012,000040,0002－－

9 Accounts
receivableother2

Transaction conditions and the policies for determining those conditions:
1. The Company manages the funds of some subsidiaries centrally and there are lending and borrowing
transactions between the Company and its subsidiaries.
2. The interest rates for loans and borrowings are determined rationally taking into account market interest
rates.
3. The Company provides debt guarantees for loans payable received from financial institutions by Lawson
Bank, Inc.
Guarantee fee rates are determined rationally, taking into account market interest rates.

71

Endingbalance(millionsof yen)(TRANSLATION ONLY)
Subsidiaries of an affiliated companies under common control
Attribute

Subsidiaryof the parent
company

RelationshipTransaction
EndingEquityDescription
Directors’Company Business line
amountAccount balanceownershipof
Business
posts heldnameor profession(millions of
item(millionspercentage relationship concurrently transactions
yen)of yen)PurchasesforcompanyAccounts
8,881
operatedpayable59,983(718,717)
storestrade(purchases
Mitsubishi
Sales offor－
Shokuhinprocesse
VendorNo
franchisedCo., Ltd.
d foods
stores)Accounts
Shipping
payable4,758
55,811costs
otherReceipt of
Accounts
shipping
58,741
4,751
receivablecosts
otherMitsubishi
Corporation
Subsidiary
Financial & Contractedof the parent
Management operations
company
Services(Japan) Ltd.

Subsidiaryof the parent
company

KCS
Co.,Ltd.

Sales ofprocessed
foods

－

－

Recipient ofloans

VendorNo

No

Repaymentof funds
Borrowingof funds
Borrowinginterest
Purchasesforcompanyoperated
stores(purchasesforfranchised
stores)0

Short-termloanspayableAccruedinterest

1,818(88,604)

Accounts
payabletrade65,922
55,76011,9000

7,368Transaction conditions and the principles on the decision thereof:
1. The terms and conditions for goods purchased transactions are determined to be same as those for othergeneral business transactions. Furthermore, regarding purchases for the franchised stores, the Company acts
as an alternative payer but not as a direct party for the purchase.
2. The interest rates for borrowings are determined rationally taking into account market interest rates.
(Notes to Revenue Recognition)
Basic information to understand revenues from contracts with customers
Information to enable users to understand revenue from contracts with customers is as stated in “Significant Accounting Policies(4) Basis for recording revenue and expenses” in the Notes to Non-consolidated Financial Statements.
(Notes to Per-Share Data)
1. Net assets per share
2. Profit per share

2,395.60 yen
225.78 yen(Notes to Significant Subsequent Events)
Not applicable.

The above monetary amounts and the numbers of shares in these Financial Statements and Notes are rounded down to the nearest
unit and percentages are rounded to the nearest one decimal place.

72

(TRANSLATION ONLY)INDEPENDENT AUDITOR'S REPORT
April 13, 2023
To the Board of Directors of
Lawson, Inc.:
Deloitte Touche Tohmatsu LLC
Tokyo office
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant:Kazuaki Furuuchi

Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant:
Masumi Nakagawa

OpinionPursuant to the fourth paragraph of Article 444 of the Companies Act, we have audited the consolidated
financial statements, namely, the consolidated balance sheet as of February 28, 2023 of Lawson, Inc. (the"Company") and its consolidated subsidiaries, and the related consolidated statements of income and changes
in equity for the fiscal year from March 1, 2022 to February 28, 2023, and the related notes.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of Lawson, Inc. and its consolidated subsidiaries as of February 28, 2023, andthe results of their operations for the year then ended in accordance with accounting principles generally
accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Auditof the Consolidated Financial Statements section of our report. We are independent of the Group inaccordance with the ethical requirements that are relevant to our audit of the consolidated financial
statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Other Information
Management is responsible for the other information. Audit & Supervisory Board members and the
Audit & Supervisory Board are responsible for overseeing the Directors' execution of duties relating to thedesign and operating effectiveness of the controls over the other information. The other information
comprises the information included in the Business Report and the accompanying supplemental schedules.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistent withthe consolidated financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.
Responsibility of Management and Audit & Supervisory Board Members and the Audit & Supervisory
Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial
73

(TRANSLATION ONLY)
statements in accordance with accounting principles generally accepted in Japan, and for such internal
control as management determines is necessary to enable the preparation of consolidated financial statementsthat are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing theCompany’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing
the Directors’ execution of duties relating to the design and operating effectiveness of the controls over theCompany’s financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Misstatements can arise from fraud or error, and are considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgement and maintain professional skepticism throughout the audit. We also:・Identify and assess the risks of material misstatement of the consolidated financial statement, whether due
to fraud or error, design and perform audit procedures responsive to those risks. The procedures selected
depend on the auditor’s judgement. In addition, we obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion.
・Obtain, when performing risk assessment procedures, an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control.
・Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
・Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
・Evaluate whether the overall presentation and disclosures of the consolidated financial statements are inaccordance with accounting principles generally accepted in Japan, as well as the overall presentation,
structure and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
・Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Company to express an opinion on the consolidated financial statements. We areresponsible for the direction, supervision and performance of the group audit. We remain solely responsible
for our audit opinion.
We communicate with Audit &Supervisory Board members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during over audit.
We also provide Audit& Supervisory Board members and the Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements regarding independence, and communicate withthem all relationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, related safeguards.

74

(TRANSLATION ONLY)Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which is
required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

75

(TRANSLATION ONLY)INDEPENDENT AUDITOR'S REPORT
April 13, 2023
To the Board of Directors of
Lawson, Inc.:
Deloitte Touche Tohmatsu LLC
Tokyo office
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant:Kazuaki Furuuchi
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant:
Masumi Nakagawa
Pursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited thefinancial statements, namely, the balance sheet as of February 28, 2023 of Lawson, Inc. (the "Company"), andthe related statements of income and changes in equity for the 48th fiscal year from March 1, 2022 to February
28, 2023, and the related notes and the accompanying supplemental schedules.
In our opinion, the financial statements and the accompanying supplemental schedules referred to above
present fairly, in all material respects, the financial position of Lawson, Inc. as of February 28, 2023, and theresults of its operations for the year then ended in accordance with accounting principles generally acceptedin Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Nonconsolidated Financial Statements section of our report. We are independent of the Company inaccordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our otherethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Other Information
Management is responsible for the other information. Audit & Supervisory Board members and the Audit& Supervisory Board are responsible for overseeing the Directors' execution of duties relating to the designand operating effectiveness of the controls over the other information. The other information comprises theinformation included in the Business Report and the accompanying supplemental schedules.
Our opinion on the nonconsolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the nonconsolidated financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistent with thenonconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.
Responsibility of Management and Audit & Supervisory Board Members and the Audit & Supervisory
Board for the Nonconsolidated Financial Statements
Management is responsible for the preparation and fair presentation of these nonconsolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for such internal76

(TRANSLATION ONLY)
control as management determines is necessary to enable the preparation of nonconsolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the nonconsolidated financial statements, management is responsible for assessing theCompany’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing
the Directors’ execution of duties relating to the design and operating effectiveness of the controls over theCompany’s financial reporting process.
Auditor's Responsibilities for the Audit of the Nonconsolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the nonconsolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat includes our opinion. Misstatements can arise from fraud or error, and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis of these nonconsolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgement and maintain professional skepticism throughout the audit. We also:・Identify and assess the risks of material misstatement of the nonconsolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks. The procedures selected
depend on the auditor’s judgement. In addition, we obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion.
・Obtain, when performing risk assessment procedures, an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control.
・Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
・Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in thenonconsolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
・Evaluate whether the overall presentation and disclosures of the nonconsolidated financial statements arein accordance with accounting principles generally accepted in Japan, as well as the overall presentation,
structure and content of the nonconsolidated financial statements, including the disclosures, and whether thenonconsolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with Audit &Supervisory Board members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during over audit.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements regarding independence, and communicate withthem all relationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, related safeguards.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which is
required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

77

(TRANSLATION ONLY)<Copy of the Audit Report of the Board of Audit & Supervisory Board>
AUDIT REPORTWith respect to the directors’ performance of their duties during the 48th business term from March 1,2022 to February 28, 2023, we have prepared this Audit Report, through due deliberations based on theaudit reports prepared by each Audit & Supervisory Board Member, and hereby report as follows:
１．Auditing Methods Employed by the Audit & Supervisory Board Members and Audit & Supervisory
Board and Contents of Such Methods(3)
We have established audit policies and audit plans for the current term, andreceived the reports from each Audit & Supervisory Board Member regarding their execution ofaudits and results thereof, as well as reports from the Directors, other relevant personnel, and the
Accounting Auditor regarding the execution of their duties, and asked for explanations asnecessary.
(4)
Each Audit & Supervisory Board Member, pursuant to the auditing standards ofAudit & Supervisory Board Members established by the Audit & Supervisory Board, has followed
the audit policies and audit plans for the current term, communicated with the Directors, officers,internal audit department and other relevant employees by using such means as the telephone andthe Internet as necessary, endeavored to collect information and develop the audit environment,
and performed the audit using the following methods:(i) We have attended the Board of Directors meetings, the management meetings, Compliance& Risk management committee meetings, Internal Control over Financial Reporting
committee meetings and the like, and other important meetings, received reports from the
Directors, officers, internal audit department and other relevant employees regarding theexecution of their duties, asked for explanations whenever necessary, reviewed important
approval documents and the like, and investigated the status of operations and assets withregard to the head office, area office, and other principal offices and stores. With respect tosubsidiaries, we have communicated and exchanged information with the Directors, Audit& Supervisory Board Members and other relevant personnel of subsidiaries, requested thesubsidiaries to report on their business where necessary, and investigated their status ofoperations and assets.
(ii) Pursuant to the audit items and audit methods regarding internal control system establishedby the Audit & Supervisory Board , we have monitored and verified the resolution of theBoard of Directors regarding the development of the system as prescribed by item (vi) of
paragraph 4, Article 362 of the Companies Act and paragraph 1 and paragraph 3, Article 100of the Ordinance for Enforcement of the Companies Act and the status of the development
and operation of the system based on such resolution (Internal Control System), as thesystem necessary to ensure that the execution of the duties by the Directors, described inbusiness report, complies with laws and regulations and the Articles of Incorporation andother system necessary to ensure the properness of operations of a Stock Company andcorporate group consisting of its subsidiaries. In connection with internal control overfinancial reporting, we received reports from the Directors and other relevant personnel, andDeloitte Touche Tohmatsu LLC regarding the status of evaluation and audit of such internal
control respectively, and asked for explanations whenever necessary.

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(TRANSLATION ONLY)(iii) Regarding the transaction with the parent company described in the business report, we havecarefully examined the matter noted in item (v)-(a) of Article 118 of the Ordinance for
Enforcement of the Companies Act and the judgment and its reasons in item (v)-(b) basedon the status of deliberations of the Board of Directors and others.
(iv) We have monitored and verified whether Accounting Auditor maintained its independence
and properly conducted its audit, and we received reports from Accounting Auditor
regarding the status of the execution of its duties and, whenever necessary, asked for
explanations. In addition, we have received the notice from the Accounting Auditor that
“System for ensuring proper execution of duties” (matters set forth in each item of Article
131 of the Company Accounting Regulations) is organized in accordance with the “Quality
Control Standards for Audits” (Business Accounting Council, October 28, 2005) and thelike, and, when necessary, asked for explanations.
Based on the above methods, we have examined the “business report and the supplementary schedules
thereof,” the “consolidated financial statements (consolidated balance sheet, consolidated statement ofincome, consolidated statements of changes in net assets, and notes to consolidated financial statements)”
and “financial statements (balance sheet, statement of income, statements of changes in net assets, andnotes to financial statements) and supplementary schedules thereof” for this term.
1. Result of Audit(1)
Result of Audit of Business Report and Other Relevant Documents(i) We have found that business report and the supplementary schedules thereof fairly present
the status of our company, in conformity with the applicable laws and regulations and the
Articles of Incorporation.
(ii) Regarding the execution of duties by the Directors, we have found no misconduct ormaterial matter that violates applicable laws and regulations or the Articles of Incorporation.
(iii) We have found that the content of the resolution of the Board of Directors regarding theInternal Control System is adequate. In addition, we have found no matters on which togive remarks in regard to the relevant description in the business report and execution ofduties by the Directors concerning Internal Control System.
(iv) Regarding the transaction with the parent company described in the business report, wehave found no matters on which to give remarks in regard to the particulars being given
due consideration so as not to harm the interests of our company in carrying out thetransaction and the judgment of the Board of Directors and its reasons related to whether
or not the transaction would harm the interests of our company.
(2)
Result of Audit of Consolidated Financial Statements
We have found that methods and the result of the audit by the Accounting Auditor, Deloitte Touche
Tohmatsu LLC, are adequate.
(3)
Result of Audit of Financial Statements and Supplementary Schedules thereof.
We have found that methods and the result of the audit by the Accounting Auditor, Deloitte
Touche Tohmatsu LLC, are adequate.
April 18, 2023
The Audit & Supervisory Board of Lawson, Inc.
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(TRANSLATION ONLY)
Audit & Supervisory Board Member
Shuichi Imagawa(full-time)
Audit & Supervisory Board Member
Jun Miyazaki(full-time)
Outside Audit & Supervisory Board Member Eiko Tsujiyama
Outside Audit & Supervisory Board Member Yuko Gomi
Outside Audit & Supervisory Board Member Keiko Yoshida80