Note: This English translation is an abridged version of the original notice in Japanese. In the eventof a discrepancy, the Japanese version shall prevail.

TO OUR SHAREHOLDERS

June 11, 2021
Securities code: 3205
Daidoh Limited
1-16 Sotokanda 3-chome, Chiyoda-ku,
Tokyo

NOTICE OF THE 98th ORDINARY GENERAL MEETING OF
SHAREHOLDERS
Dear Shareholder:
Please be informed that the 98th Ordinary General Meeting of Shareholders of Daidoh Limited(the “Company”) will be held at 10:00 a.m. (the reception is scheduled to open at 9:00 a.m.) on
Tuesday, June 29, 2021, at Tower Hall of Roppongi Academyhills on the 49th floor of Roppongi
Hills Mori Tower, at 10-1 Roppongi 6-chome, Minato-ku, Tokyo.
When arriving at the meeting venue, please submit the enclosed Voting Form at the receptiondesk.
You may exercise your voting rights in writing as described below. Please review the attached
Reference Materials for the Ordinary General Meeting of Shareholders and exercise your voteso that it reaches us no later than 6:30 p.m. on Monday, June 28, 2021.
Voting by Proxy via Postal Mail
Please indicate “for” or “against” for each agenda item listed on the enclosed Voting Form andreturn it so that it reaches the Head Office of the Company no later than 6:30 p.m. on Monday,
June 28, 2021.
Souvenirs will not be provided to the shareholders attending the meeting. We appreciate yourunderstanding.

Sincerely,
Tsukasa Nabewari
Representative Director
President & CEO

1

MEETING AGENDA
Items to be Reported:
1. The Business Report, the Consolidated Financial Statements and the Report of the Audit of
the Consolidated Financial Statements by Accounting Auditors and the Board of Corporate
Auditors for the 98th term from April 1, 2020, to March 31, 2021, will be reported at themeeting.
2. The Non-Consolidated Financial Statements for the 98th term from April 1, 2020, to March
31, 2021, will be reported at the meeting.
Items to be Resolved:
Item 1: Election of Six (6) Directors
Item 2: Election of Two (2) Corporate Auditors
Item 3: Election of Two (2) Corporate Auditor Substitutes
Of the documents to be provided with this Notice, “Consolidated Statement of Changes in
Equity,” “Notes to the Consolidated Financial Statements,” “Non-consolidated Statement of
Changes in Equity” and “Notes to the Non-consolidated Financial Statements” are posted on our
website (https://www.daidoh-limited.com/) on the Internet in accordance with laws andregulations and provisions of the Articles of Incorporation of the Company. Therefore, theattached documents to this Notice is a part of Consolidated Financial Statements and the Nonconsolidated Financial Statements audited by the Accounting Auditor and the Corporate
Auditors when they prepared the accounting audit report and the audit report, respectively.
Means of Amendment Notice
If there are any amendments to the Reference Materials for the Ordinary General Meeting of
Shareholders, the Business Report, the Non-Consolidated Financial Statements or theConsolidated Financial Statements by the day before the Ordinary General Meeting of
Shareholders, we will provide notification on our website (https://www.daidoh-limited.com/).

2Our response to coronavirus disease (COVID-19)
In order to prevent the spread of COVID-19, we will be holding this Ordinary General Meetingof Shareholders as described below. We appreciate your kind understanding and yourcooperation.
Please consider foremost your safety and your family’s. We request you to exercise your voting
rights by sending back the enclosed Voting Form in advance from the perspective of preventing
the spread of the disease, and we strongly recommend to refrain from attending the meeting on
the day. Especially, shareholders who may have high risk to the infection, such as elderly,shareholders with underlying disease and shareholders who are pregnant should consider theirattendance carefully.
Attending shareholders are requested to be thoughtful to others by wearing your mask.
Shareholders who are not feeling well, or 14 days have not yet passed since returning to Japan
may be asked not to enter the venue of the meeting.
To ensure there are wide space between the seats, we may not be able to secure enough numberof seats, and may limit the number of shareholders allowed to enter the venue.
From the perspective of shortening the time required for the meeting to prevent the spread of theinfection, we may omit the items to be reported and detailed explanation of the proposals at themeeting. We appreciate your kind understanding and your cooperation on this matter.
In addition, at the venue, we will take necessary measures to prevent the spread of the infection
as of the day of the meeting. Your cooperation is highly appreciated.
In case a significant change arises due to the future conditions, such as the venue becomes
unavailable to use, we will notify you by posting it on our website (https://www.daidohlimited.com/).

3

CONSOLIDATED BALANCE SHEET
Daidoh Limited
As of March 31, 2021
Millions of yen
Assets:Current assets:
Cash and deposits
Notes and accounts receivable - trade
Inventories
Other
Allowance for doubtful accounts
Total current assets

7,723
2,587
6,122
1,003
(32)
17,403

Non-current assets:
Property, plant and equipment:
Buildings, net
Structures, net
Machinery and equipment, net
Vehicles, net
Tools, furniture and fixtures, net
Land
Leased assets, net
Construction in progress

7,027
6,145
67
101
8
171
464
61
5

Intangible assets:
SoftwareLeased assets
Other

1,807
101
113
1,592

Investments and other assets:
Investment securities
Leasehold and guarantee deposits
Other
Allowance for doubtful accounts
Total non-current assets
Total assets

9,155
7,201
1,700
593
(339)
17,99035,394

4

CONSOLIDATED BALANCE SHEET
Daidoh Limited
As of March 31, 2021
Millions of yen
Liabilities:
Current liabilities:
Notes and accounts payable - trade
Short-term borrowings
Current portion of long-term borrowings
Lease obligations
Income taxes payable
Deposits received
Provision for bonuses
Provision for point card certificates
Other
Total current liabilities

1,376
6,780
1,535
175
94
2,168
251
90
2,076
14,548Non-current liabilities:
Long-term borrowings
Lease obligations
Long-term guarantee deposits
Deferred tax liabilities
Retirement benefit liability
Other
Total non-current liabilities
Total liabilities

5,116
1,622
2,137
378
209
753
10,217
24,765

Net assets:
Shareholders’ equity:
Share capital
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

9,424
6,891
7,910
(1,404)(3,973)
92
(408)
501
168
942
10,62835,394

5

CONSOLIDATED STATEMENT OF INCOME
Daidoh Limited
For the year ended March 31, 2021
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit (loss)
Non-operating income:Interest income
Dividend income
Commission income
Subsidy income
Other
Non-operating expenses:
Interest expenses
Share of loss of entities accounted for using equity method
Foreign exchange losses
Commission expenses
Other
Ordinary profit (loss)
Extraordinary income:Gain on sales of non-current assets
Gain on sales of investment securities
Gain on liquidation of subsidiaries
Gain on bargain purchase
Other
Extraordinary losses:
Loss on sales and retirement of non-current assets
Impairment loss
Loss on valuation of investment securities
Loss on sales of investment securities
Business restructuring expenses
Loss on step acquisitions
Other
Profit (loss) before income taxes
Income taxes - current
Income taxes - deferred
Profit (loss)
Profit (loss) attributable to non-controlling interests
Profit (loss) attributable to owners of parent

6

Millions of yen
17,29910,1507,149
9,676(2,527)
794
239
130
169
153
101
471
188
108
7
90
76
(2,204)
2,536
2
95
1,112
1,310
15
3,321
38
1,077
715
604
183
677
25
(2,990)79
1,453(4,523)(9)(4,513)

NON-CONSOLIDATED BALANCE SHEET
Daidoh Limited
As of March 31, 2021
Millions of yen
Assets:Current assets:
Cash and deposits
Notes receivable - trade
Short-term loans receivable
Other
Allowance for doubtful accounts
Total current assets

3,035
71
5,376
178
(9)
8,651

Non-current assets:
Property, plant and equipment:
Buildings, net
Land
Other, net

129
48
56
24

Intangible assets:
Software
Other

69
28
41
17,8806,930
10,724402(176)
18,08026,731

Investments and other assets:
Investment securities
Shares of subsidiaries and associates
Other
Allowance for doubtful accounts
Total non-current assets
Total assets

7

NON-CONSOLIDATED BALANCE SHEET
Daidoh Limited
As of March 31, 2021
Millions of yen
Liabilities:
Current liabilities:
Short-term borrowings
Current portion of long-term borrowings
Accounts payable - otherAccrued expenses
Income taxes payable
Deposits received
Provision for bonuses
Other
Total current liabilities

4,900
1,535
14
94
20
16
39
31
6,650

Non-current liabilities:
Long-term borrowings
Long-term accounts payable - other
Deferred tax liabilities
Other
Total non-current liabilities
Total liabilities

5,116
365
59
10
5,552
12,203

Net assets:
Shareholders’ equity:
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Retained earnings brought forward
Treasury shares
Valuation and translation adjustments
Valuation difference on available-for-sale securities
Share acquisition rights
Total net assets
Total liabilities and net assets

14,663
6,891
8,287
5,147
3,140
3,457
959
2,497
2,497
(3,973)
(302)
(302)
168
14,52826,731

8

NON-CONSOLIDATED STATEMENT OF INCOME
Daidoh Limited
For the year ended March 31, 2021
Operating revenue
Commissions from subsidiaries and associates
Dividends from subsidiaries and associates
Selling, general and administrative expenses
Operating profit (loss)
Non-operating income:Interest and dividend income
Other
Non-operating expenses:
Interest expenses
Other
Ordinary profit
Extraordinary income
Gain on sales of investment securities
Gain on liquidation of subsidiaries
Gain on sale of golf membership
Extraordinary losses:
Loss on sales of investment securities
Loss on valuation of investment securities
Loss on valuation of shares of subsidiaries and associates
Profit (loss) before income taxes
Income taxes - current
Profit (loss)

9

Millions of yen
903
800
103
1,103
(200)
479
465
14
145
128
16
133
165
95
54
15
1,612
604
709
298
(1,314)13(1,327)

REFERENCE MATERIALSFOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
Agenda items and reference materials
Item 1: Election of Six (6) Directors
As the terms of office of all the current six (6) Directors will expire at the conclusion of thisOrdinary General Meeting of Shareholders, the Company is requesting electing six (6) Directors.
The candidates for Directors are as follows:
Name

Current position and responsibilities at theCompany, and significant concurrent occupations
or positions at other organizations

1

Tsukasa
Nabewari

Reappointment

Representative Director and President & CEO of theCompany
President and Representative Director of DAIDOHFORWARD LTD.
Chairman and Representative Director of Brooks
Brothers (Japan), Ltd.
in charge of DX, DAIDOH ENGAGEMENT and
SDGs

2Kiyoshi
FukuraReappointment

Representative Director and Managing Executive
Officer of the Company
in charge of Corporate Administration
Director of PONTETORTO S.p.A.

CandidatenumberDirector and Senior Executive Officer of the Company
Chairman and Representative Director of
PONTETORTO S.p.A.
Chairman of DAIDOH LIMITED INTERNATIONAL(SHANGHAI) CO., LTD.
in charge of Overseas Business, Real Estate Businessand Manufacturing BusinessDirector and Executive Officer of the Company
President and Representative Director of Brooks
Brothers (Japan), Ltd.

3

Fumitaka
Saito

Reappointment

4

KatsuoWatabeReappointment

5

Kazuyuki
Nishioka

Reappointment
External Director
Director of the Company
Independent Officer

6

Kensuke
NaritaReappointment
Director of the Company
External Director
Managing Director of Incorporated Educational
Independent Officer Institution of Tanaka Chiyo Gakuen

10Candidate
number1

Name(date of birth)

Tsukasa
Nabewari(December 2,
1959)

Career summary, position and responsibilities at theCompany, and significant concurrent occupations or
positions at other organizations
April 1982
Joined the Company
April 2014
Director of NEWYORKER LTD.
(present DAIDOH FORWARD LTD.)
April 2017
Representative Director of
NEWYORKER LTD. (present
DAIDOH FORWARD LTD.)
Director of SHANGHAINEWYORKER CLOTHING SALES
CO., LTD.
June 2017
Executive Officer of the Company
January 2018
Executive Vice President andRepresentative Director of DAIDOHFORWARD LTD.
April 2019
President and Representative Directorof DAIDOH FORWARD LTD.
(current)
June 2019
Director and Executive Officer of theCompany
April 2020
Representative Director and President& CEO of the Company (current)
January 2021

April 2021

Number ofshares of theCompany held

11,100 shares

Chairman and Representative Directorof Brooks Brothers (Japan), Ltd.
(current)
In charge of DX, DAIDOHENGAGEMENT and SDGs (current)

Reasons for nomination as a candidate for Director:
As Representative Director and President & CEO, Mr. Tsukasa Nabewari isplaying appropriate roles of making important managerial decisions andsupervising execution of the Company’s business, and is promoting
establishment of earnings bases for the Group. Mr. Nabewari held
responsible positions in the retail division of clothing business, thereby
accumulated considerable experience and knowledge. He is also promoting
enhancement of the earning power of the domestic clothing and real estate& leasing businesses as President and Representative Director of our Group
company DAIDOH FORWARD LTD. His achievements qualify him to takea role in ensuring the sustainable growth of the Company and enhancing its
corporate value in the medium to long term. Therefore, the Company
requests the reelection of Mr. Nabewari as Director.

11

Candidate
numberName(date ofbirth)

Career summary, position and responsibilities at theCompany, and significant concurrent occupations or positionsat other organizations
April 1971
December
1994
July 2008
March
2010
April 2010

June 2011
June 2013

2

Kiyoshi
Fukura(October2, 1952)

June 2016

April 2018

June 2019

April 2020

Joined the Company
Chief Financial Officer of DAIDOH LIMITED(SHANGHAI) CO., LTD.
General Manager of Management Control Office of
the Company
Corporate Auditor of NEWYORKER LTD. (present
DAIDOH FORWARD LTD.)
Corporate Auditor of DAIDOH INTERNATIONAL
LTD. (present DAIDOH FORWARD LTD.)
Corporate Auditor of DYNACITY LTD. (present
DAIDOH FORWARD LTD.)
Executive Officer of the Company
Director and Executive Officer of the Company, incharge of Accounting and FinanceDirector of DYNACITY LTD. (present DAIDOHFORWARD LTD.)
Director and Senior Executive Officer of theCompany
In charge of Corporate Administration and Real
EstateDirector and Senior Executive Officer of theCompany
In charge of Chinese Manufacturing Business
Operations, Corporate Administration and Real
EstateManaging Director and Senior Executive Officer of
the Company
In charge of Corporate Administration and Real
EstateRepresentative Director and Managing Executive
Officer of the Company (current)
In charge of Corporate Administration and Real
EstateApril 2021

In charge of Corporate Administration (current)

June 2021

Director of PONTETORTO S.p.A. (current)

12

Number ofshares of theCompany
held

37,200 shares

Reasons for nomination as a candidate for Director:
As Representative Director and Managing Executive Officer, Mr. Kiyoshi Fukura
is playing appropriate roles of making important managerial decisions andsupervising execution of the Company’s business. He is working on establishment
and promotion of management strategies and the establishment of a solid financialbase. In addition, Mr. Fukura has considerable experience and achievements aswell as a broad range of knowledge in the fields of accounting and financial
matters as an officer in charge of the corporate administration divisions of Group
companies, including those overseas. His achievements qualify him to take a rolein ensuring the sustainable growth of the Company and enhancing its corporate
value in the medium to long term. Therefore, the Company requests the reelectionof Mr. Fukura as Director.

13

Candidate
number3

Career summary, position and responsibilities at theCompany, and significant concurrent occupations or
positions at other organizations
August 1990
Joined the Company
December 2002 Director of Jardin Co., Ltd. (present
DAIDOH FORWARD LTD.)
April 2007
General Manager of Management
Planning Office of the Company
June 2013
Executive Officer, General Manager ofManagement Planning Office of theCompany
April 2014
Chairman of DAIDOH LIMITED(CHINA) HOLDINGS CO., LTD.
Chairman of DAIDOH LIMITED(SHANGHAI) CO., LTD.
June 2014
Senior Executive Officer, General
Manager of Management Planning
Office of the Company
In charge of Chinese Manufacturing
Business Operations
June 2016
Director and Executive Officer,
General Manager of Management
Planning Office of the Company
In charge of Chinese Manufacturing
Business Operations and DaidohInternational (present DAIDOH
Fumitaka Saito
FORWARD LTD.)(February 17, November 2016 Chairman and Representative Director
1958)
of PONTETORTO S.p.A.
April 2017
President and Representative Directorof PONTETORTO S.p.A.
June 2018
Director and Executive Officer
In charge of Overseas Business andGeneral Manager of Management
Planning Office of the Company
April 2019
Director and Executive Officer
In charge of Overseas Business andManagement Planning of the Company
April 2020
Director and Senior Executive Officer(current)
In charge of Overseas Business,
DAIDOH ENGAGEMENT and SDGsof the Company
May 2020
Chairman and Representative Directorof PONTETORTO S.p.A. (current)
April 2021
Chairman of DAIDOH LIMITEDINTERNATIONAL (SHANGHAI)
CO., LTD. (current)
In charge of Overseas Business, Real
Estate Business and Manufacturing
Business (current)Name(date of birth)14

Number ofshares of theCompany held

10,000 shares

Reasons for nomination as a candidate for Director:
As Director and Senior Executive Officer, Mr. Fumitaka Saito is playing
appropriate roles of making important managerial decisions and supervising
execution of the Company’s business. Being in charge of the overseas
business, real estate business and manufacturing business, he concurrently
serves as Chairman and Representative Director of PONTETORTO S.p.A.
in Italy, and is working on enhancement of the earning power of the
manufacturing & sales division in the clothing business. In addition, Mr.
Saito has held responsible positions in the management planning divisionand in Group companies, including those overseas, thereby accumulating
considerable experience and knowledge. His achievements qualify him totake a role in ensuring the sustainable growth of the Company andenhancing its corporate value in the medium to long term. Therefore, theCompany requests the reelection of Mr. Saito as Director.

15

Candidate
numberName(date of birth)

Career summary, position and responsibilities at theCompany, and significant concurrent occupations or
positions at other organizations
April 1980
Joined Jardin Co., Ltd. (present
DAIDOH FORWARD LTD.)
June 2013
Executive Officer and General
Manager, Production Management
Department of the Company
Chairman of DAIDOH JARDIN(MAANSHAN) CO., LTD.
April 2016

4

Number ofshares of theCompany held

Chairman and President of DAIDOH
LIMITED (SHANGHAI) CO., LTD.
April 2017
President and Representative Directorof DAIDOH INTERNATIONAL LTD.
(present DAIDOH FORWARD LTD.)
Chairman and President of DAIDOH
LIMITED (CHINA) HOLDINGS CO.,
7,400 shares
LTD.
Chairman of DAIDOH LIMITEDINTERNATIONAL (SHANGHAI)
CO., LTD.
January 2018
Executive Vice President and
Katsuo Watabe
Representative Director of DAIDOH(July 21, 1957)
FORWARD LTD.
June 2019
Director and Executive Officer of theCompany (current)
In charge of Manufacturing Business
April 2020
Director of PONTETORTO S.p.A.
January 2021
President and Representative Directorof Brooks Brothers (Japan), Ltd.
(current)
Reasons for nomination as a candidate for Director:
As Director and Executive Officer, Mr. Katsuo Watabe is playing
appropriate roles of making important managerial decisions and supervising
execution of the Company’s business. As President and Representative
Director of Brooks Brothers (Japan), Ltd., he is working on enhancement of
the earning power of the clothing business in Japan. In addition, Mr. Watabe
held responsible positions in Group companies, including those overseas,
thereby accumulating considerable experience and knowledge. His
achievements qualify him to take a role in ensuring the sustainable growthof the Company and enhancing its corporate value in the medium to longterm. Therefore, the Company requests the reelection of Mr. Watabe as
Director.

16

Candidate
number5

Name(date of birth)

Career summary, position and responsibilities at theCompany, and significant concurrent occupations or
positions at other organizations
April 1970
Joined Nagasakiya Co., Ltd.
March 2003
Director of Nagasakiya Co., Ltd.
June 2008
Director of Mainami Amusement Co.,Ltd.
June 2010
Director of Mainami Holdings Co.,Ltd.
Managing Director and COO of
Mainami Amusement Co., Ltd.
June 2016
External Director of the Company(current)

Number ofshares of theCompany held

1,100 shares

Kazuyuki
Reasons for nomination as a candidate for External Director and expected
Nishioka(November 17, roles:
Mr. Kazuyuki Nishioka has served as Director of other companies and has
1947)
considerable experience and achievements as well as a broad range ofknowledge in the business domain of the Company. He is qualified to take arole of External Director in ensuring the sustainable growth of the Company
and enhancing its corporate value in the medium to long term. Therefore,
the Company requests reelection of Mr. Nishioka as External Director. The
Company expects Mr. Nishioka to contribute to strengthening thesupervisory function of the Board of Directors and securing thetransparency of the management by giving opinion and advice beneficial tothe management of the Company and taking a supervisory role at the Boardof Directors from an independent standpoint.

17

Candidate
numberName(date of birth)

6

Kensuke
Narita(October 29,
1956)

Career summary, position and responsibilities at the
Number ofCompany, and significant concurrent occupations orshares of thepositions at other organizations
Company held
April 1981
Joined Nissha Printing Co., Ltd.
(currently Nissha Co., Ltd.)
June 2008
Vice President of Nissha Printing Co.,Ltd.
April 2010
Vice President and General Manager,
Information and Communication
Business Unit of Nissha Printing Co.,Ltd.
July 2015
Representative Director of Nissha- shares
Printing Communications, Inc.
April 2017
Full-time Advisor of Nissha Printing
Communications, Inc.
June 2020
Director of Incorporated Educational
Institution of Tanaka Chiyo Gakuen
External Director of the Company(current)
April 2021
Managing Director of Incorporated
Educational Institution of Tanaka
Chiyo Gakuen (current)
Reasons for nomination as a candidate for External Director and expectedroles:
Mr. Kensuke Narita has considerable experience and achievements as well
as a broad range of knowledge in the management, acquired throughactivities as a corporate manager of other companies. He is qualified to takea role of External Director in ensuring the sustainable growth of theCompany and enhancing its corporate value in the medium to long term.
Therefore, the Company requests the reelection of Mr. Narita as External
Director. The Company expects Mr. Narita to contribute to strengthening
the supervisory function of the Board of Directors and securing thetransparency of the management by giving opinion and advice beneficial tothe management of the Company and taking a supervisory role at the Boardof Directors from an independent standpoint.

18

Notes: 1. No special relationship exists between the Company and the above candidates.
2. Mr. Kazuyuki Nishioka and Mr. Kensuke Narita are candidates for External Directors.
3. Mr. Kazuyuki Nishioka is currently an External Director of the Company and will
have served as an External Director for five (5) years at the conclusion of thisOrdinary General Meeting of Shareholders
4. Mr. Kensuke Narita is currently an External Director of the Company and will have
served as an External Director for one (1) year at the conclusion of this Ordinary
General Meeting of Shareholders.
5. The Company’s Articles of Incorporation provide that the Company may enter into acontract for limitation of liability with its External Directors. Pursuant to thisprovision, if Mr. Kazuyuki Nishioka and Mr. Kensuke Narita assume office as
External Directors, the Company plans to continue said contract for limitation of
liability with each of them. Under said contract, the amount of liability for damages is
up to the minimum liability amount provided by law.
6. Mr. Kazuyuki Nishioka and Mr. Kensuke Narita have been registered as independent
directors as set forth by the provisions of Tokyo Stock Exchange, Inc., and Nagoya
Stock Exchange, Inc. If their reelection as External Directors is approved, they willcontinue to be independent directors.
7. The Company shall enter into a directors and officers liability insurance contract, as
stipulated under Article 430-3, Paragraph 1 of the Companies Act, with an insurancecompany, designating all of its Directors as the insured. The contract shall coverpotential compensation for damages, litigation costs, etc. that the insured may incurin the course of performing their duties. Each candidate will be included as theinsured under this contract. The Company plans to renew the contract with the sameterms and conditions at the time of the next renewal.

19

Item 2: Election of Two (2) Corporate Auditors
Of the incumbent three (3) Corporate Auditors of the Company, the term of office of Mr. Kanai
Tozawa will expire and Mr. Tetsuro Taguchi will resign at the conclusion of this Ordinary
General Meeting of Shareholders. Therefore, the Company is requesting the election of two (2)Corporate Auditors.
The Board of Corporate Auditors has given its consent to this Item.
The candidates for Corporate Auditors are as follows:
CandidatenumberName(date of birth)

Career summary and position at the Company, andsignificant concurrent occupations or positions atother organizations
April 1980
Joined the Company
October 2006
Director of NEWYORKER LTD.
(present DAIDOH FORWARD LTD.)May 2007
President and Representative Directorof DYNACITY LTD. (present
DAIDOH FORWARD LTD.)May 2008
President and Representative Directorof NEWYORKER LTD. (present
DAIDOH FORWARD LTD.)
June 2008
Director and Executive Officer of theApril 2012

June 2012

1

Kanai Tozawa(February 7,
1957)

June 2013
June 2016

June 2017

June 2017
January 2018

Company
Chairman of SHANGHAINEWYORKER CLOTHING SALES
CO., LTD.
Director and Senior Executive Officerof the Company
Managing Director and Senior
Executive Officer of the Company
Director and Senior Executive Officer,
Assistant to President, in charge ofbusiness reforms of the Company
Corporate Auditor of the Company(current)
Corporate Auditor of NEWYORKER
LTD. (present DAIDOH FORWARD
LTD.)
Corporate Auditor of DAIDOH
INTERNATIONAL LTD. (present
DAIDOH FORWARD LTD.)
Corporate Auditor of DYNACITY
LTD. (present DAIDOH FORWARD
LTD.)
Corporate Auditor of Brooks Brothers(Japan), Ltd. (current)
Corporate Auditor of DAIDOHFORWARD LTD. (current)

20

Number ofshares of theCompany held

28,000 shares

Reasons for nomination as a candidate for Corporate Auditor:
Mr. Kanai Tozawa has served as the Company’s Director and held
responsible positions at each company of the Group’s clothing and realestate & leasing businesses, and he has considerable experience andachievements, as well as a broad range of knowledge and insight, in theGroup’s business domain. His experience and achievements qualify him to
conduct appropriate audits from an objective standpoint and take a role instrengthening supervision and compliance of the management. Therefore,
the Company requests the reelection of Mr. Tozawa as Corporate Auditor.

21

Candidate
numberName(date of birth)2

Maako Kido
(August 28,
1961)

Career summary and position at the Company, andNumber ofsignificant concurrent occupations or positions atshares of theother organizations
Company held
February 1979
Joined Hirobumi Yoshida Office, Co.,Ltd.
April 1997
Member of the Traditional Craft
Industries Council, Ministry of
Economy, Trade and Industry
September 2006 Chairperson of Gakken Kido Maako
Art School (current)
April 2007
Member of the Broadcasting Program
Advisory Council, TV TOKYO
Corporation
July 2007
CSR Roundtable Member, Central
Nippon Expressway Company Limited- shares
October 2007
Advisor of CENTRAL JAPANINTERNATIONAL AIRPORTCOMPANY, LIMITED (current)
December 2012 Outside Director of GAKKENHOLDINGS Co., Ltd. (current)
April 2015
Member of the Broadcast and Human
Rights / Other Related Rights
Committee, Broadcasting Ethics &Program Improvement Organization
June 2017
Director of Incorporated Educational
Institution of Tanaka Chiyo Gakuen(current)
Reasons for nomination as a candidate for Corporate Auditor:
Ms. Maako Kido has never been involved in corporate management except
as outside director, but she has served as advisor of other companies anddirector of an incorporated educational institution, through which she
gained knowledge and experience in overall management. Her experienceand achievements qualify her to conduct appropriate audits from an
objective standpoint and take a role in strengthening supervision andcompliance of the management. Therefore, the Company requests theelection of Ms. Kido as a new Corporate Auditor.

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Notes: 1. No special relationship exists between the Company and the above candidates.
2. Ms. Maako Kido (Maako Yoshida on the family register) is a new candidate forExternal Auditor.
3. The Company’s Articles of Incorporation provide that the Company may enter into acontract for limitation of liability with its Corporate Auditors. Pursuant to thisprovision, if Mr. Kanai Tozawa assumes office as a Corporate Auditor, the Company
plans to continue said contract for limitation of liability with him. Under said contract,
the amount of liability for damages is up to the minimum liability amount provided
by law.
4. The Company’s Articles of Incorporation provide that the Company may enter into acontract for limitation of liability with its Corporate Auditors. Pursuant to thisprovision, if Ms. Maako Kido assumes office as a Corporate Auditor, the Company
plans to entire into said contract for limitation of liability with her. Under said
contract, the amount of liability for damages is up to the minimum liability amountprovided by law.
5. Ms. Maako Kido fulfills the requirements for independent auditors as set forth by theprovisions of Tokyo Stock Exchange, Inc., and Nagoya Stock Exchange, Inc. The
Company plans to register her as an independent auditor.
6. The Company shall enter into a directors and officers liability insurance contract, as
stipulated under Article 430-3, Paragraph 1 of the Companies Act, with an insurancecompany, designating all of its Corporate Auditors as the insured. The contract shallcover potential compensation for damages, litigation costs, etc. that the insured may
incur in the course of performing their duties. Each candidate will be included as theinsured under this contract. The Company plans to renew the contract with the sameterms and conditions at the time of the next renewal.

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Item 3: Election of Two (2) Corporate Auditor Substitutes
The effect of the election of Mr. Masahiro Honma and Mr. Akito Takahashi, who were elected
Corporate Auditor substitutes at the 96th Ordinary General Meeting of Shareholders held on
June 27, 2019, shall expire at the beginning of the Ordinary General Meeting of Shareholders
pertaining to the last fiscal year ending within two years of their election, as stipulated in Article
30, Paragraph 2 of the Company’s Articles of Incorporation. To prepare for a potential shortfallin the number of Corporate Auditors below the minimum limit stipulated by laws andregulations or the Articles of Incorporation, the Company requests the election of Mr. Kensuke
Kashima as a substitute for Full-time Corporate Auditor and Mr. Akito Takahashi as a substitutefor External Corporate Auditor.
The Board of Corporate Auditors has given its consent to this Item.
The candidates for Corporate Auditor substitute are as follows:
Candidatenumber1

Career summary and position at the Company, andNumber ofsignificant concurrent occupations or positions atshares of theother organizations
Company held
April 1986
Joined the Company
June 2008
General Manager of Human Resourcesand Administration Office
June 2010
Executive Officer of the Company
April 2015
General Manager of Internal Control
Office and General Manager of
DAIDOH ENGAGEMENT Promotion
OfficeApril 2020
Executive Officer of the Company(current)
April 2021
General Manager of Legal Affairs andInternal Control Office and General
Manager of DAIDOH
Kensuke
ENGAGEMENT and SDGs Promotion
Kashima
10,000 shares
Office (current)(July 21, 1962)
Reasons for nomination as a candidate for Full-time
Corporate Auditor substitute:
As the Company’s Executive Officer, Mr. Kensuke
Kashima has taken charge of the personnel and internal
control divisions, through which he gained considerable
experience and achievements, as well as a broad
knowledge and insight related to the Company’s businessdomain. His experience and achievements qualify him to
conduct appropriate audits from an objective standpoint
and take a role in strengthening supervision andcompliance of the management. Therefore, the Company
requests the election of Mr. Kashima as Corporate Auditor
substitute.
Name(date of birth)24

Candidate
numberName(date of birth)

2

Akito
Takahashi(March 30,
1975)

Career summary and position at the Company, andsignificant concurrent occupations or positions atother organizations
April 2000
Attorney (registered with Daini Tokyo
Bar Association)
April 2005
Registered as attorney in the state of
New York
March 2015
Outside Director of Nippon Carbon
Co., Ltd. (current)
December 2015 Outside Director of ACK Group Co.,
Ltd. (present Oriental Consultants
Holdings Company Limited) (current)
February 2018
Outside Director (Audit & Supervisory
Committee Member) of OSG
Corporation (current)

Number ofshares of theCompany held

Reasons for nomination as a candidate for External
Corporate Auditor substitute:
Mr. Akito Takahashi has never been involved in corporate
management except as outside director, but he is capableof conducting appropriate audits from an objective
standpoint based on the considerable experience andachievements, as well as a broad range of knowledge andinsight, that he developed as an attorney versed in law.
His experience and achievements qualify him to take arole in strengthening supervision and compliance of the
management. Therefore, the Company requests theelection of Mr. Takahashi as External Corporate Auditor
substitute.

- shares

Notes: 1. No special relationship exists between the Company and the above candidates.
2. The Company’s Articles of Incorporation provide that the Company may enter into acontract for limitation of liability with its Corporate Auditors. Pursuant to thisprovision, if the number of Corporate Auditors falls below the statutory minimum andthe above candidates assume office as Corporate Auditors, the Company plans toenter into said contracts for limitation of liability with the full-time Corporate Auditor
and External Corporate Auditor. Under said contract, the amount of liability fordamages is up to the minimum liability amount provided by law.
3. Mr. Akito Takahashi fulfills the requirements for independent auditors as set forth by
the provisions of Tokyo Stock Exchange, Inc., and Nagoya Stock Exchange, Inc. The
Company plans to register him as an independent auditor if he assumes office as
External Corporate Auditor.
4. If the above candidates assume office as Corporate Auditors, the Company shall enter
into a directors and officers liability insurance contract, as stipulated under Article
430-3, Paragraph 1 of the Companies Act, with an insurance company, designating its
Corporate Auditors as the insured. The contract shall cover potential compensation
for damages, litigation costs, etc. that the insured may incur in the course of
performing their duties and they will be included as the insured under this contract.

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