Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6670)
June 9, 2020
To Shareholders with Voting Rights:
Yuji Takashima
Chairman
MCJ Co., Ltd.
6-14-53, Midori-cho, Kasukabe-shi,
Saitama

NOTICE OF CONVOCATION OF
THE 22ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 22nd Annual General Meeting of Shareholders of MCJ Co., Ltd. (the“Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders, then either indicate
your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it to us, or enter
your vote on the website for the exercise of voting rights designated by the Company(https://evote.tr.mufg.jp/). In either case, please exercise your voting rights such that they are received no later
than 6:00 p.m. Japan time on Tuesday, June 23, 2020.
The Company also participates in the platform for exercising voting rights for institutional investors
operated by ICJ, Inc.
1. Date and Time:

Wednesday, June 24, 2020 at 10:30 a.m. Japan time
(Venue opens at 9:30 a.m.)

2. Place:

KFC Hall at the Kokusai Fashion Center 3F located at
1-6-1, Yokoami, Sumida-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
22nd Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits by
the Accounting Auditor and the Board of Auditors on the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 22nd Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Introduction of a Performance-linked Stock Remuneration Plan for Directors
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk of thevenue.

4. Matters to be Disclosed on the Internet-1-

Of the matters to be included in this Notice, pursuant to laws and regulations and the provisions of Article
19 of the Company’s Articles of Incorporation, Notes to the Consolidated Financial Statements and Notes
to the Non-consolidated Financial Statements are posted on the Company’s website on the Internet andtherefore are not included in the Attached Documents to this Notice.
The Attached Documents to this Notice are a portion of the Business Report, Consolidated andNon-consolidated Financial Statements audited by Auditors in their preparation of the Auditors’ Report,
and the Consolidated and Non-consolidated Financial Statements audited by Accounting Auditors in their
preparation of the Accounting Auditors’ Report.
5. Information on Exercising Your Voting Rights
If you are attending the General Meeting of Shareholders:If you are attending the meeting, please bring the enclosed Voting Rights Exercise Form with you andsubmit it at the reception desk of the venue.
Attendees are kindly advised to arrive early at the venue to avoid congestion.
Date and time of the General Meeting of Shareholders:
10:30 a.m. Japan time on Wednesday, June 24, 2020 (Venue opens at 9:30 a.m.)
If you are not attending the General Meeting of Shareholders:
Exercising your voting rights in writing:
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it to the Administrator of Shareholder Registry of the Company so that it is received by the voting
rights exercise deadline.
Voting rights exercise deadline:
Votes received by 6:00 p.m. Japan time on Tuesday, June 23, 2020
Exercising your voting rights via the Internet:
Please access the voting rights exercise website (https://evote.tr.mufg.jp/) from your computer,smartphone or mobile phone, enter the code and password for exercising your voting rights, which areindicated on the enclosed Voting Rights Exercise Form, and register your vote for or against the proposals
by following the on-screen instructions.
Voting rights exercise deadline:
Votes exercised by 6:00 p.m. Japan time on Tuesday, June 23, 2020.
Any revisions to the accompanying Reference Documents for the General Meeting of Shareholders, the Business
Report, the Consolidated Financial Statements or the Non-consolidated Financial Statements will be posted on the
Company’s website.
■ The Company’s website: https://www.mcj.jp/-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

Matters regarding year-end dividend:
The Company considers the enhancement of shareholder returns as one of its important management
issues, and upholds the policy of performance-based dividend payment in accordance with the Company’sbusiness performance, while aiming for a dividend payout ratio of 30% or above of profit attributable toowners of parent.
In light of the Company’s business performance for the 22nd fiscal year and the above policy, theCompany proposes a year-end dividend of ¥23.50 per share of the common stock.
(1) Type of dividend property
Cash(2) Matters related to the allocation of dividend property and the total amount thereof¥23.50 per share of the Company’s common stock
Total amount: ¥2,305,539,128(3) Effective date of the dividends of surplus
Thursday, June 25, 2020-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reason for the Proposal
In order to expand the business of the Group and to clarify the description of the business, the purposeof the business will be amended.
2. Details of the Amendments
The details of the amendments are as follows.
(The underlined parts are the parts to be amended.)
Current Articles of Incorporation

Proposed Amendments(Purpose)
Article 2.
The purpose of the Company shall be to control
and manage the business activities of domestic
and overseas companies that engage in thefollowing businesses, through the ownership ofshares in such companies.
1. - 27. (Omitted)
28. Planning, design, construction, systems
development, and operation and managementof the stores or facilities listed below, andfranchising of such stores or facilities(1) - (2) (Omitted)(3) Amusement facilities combining video
game arcades, bowling alleys, sports
facilities, mahjong facilities, etc.

(Purpose)
Article 2.
The purpose of the Company shall be to control
and manage the business activities of domestic
and overseas companies that engage in thefollowing businesses, through the ownership ofshares in such companies.
1. - 27. (Unchanged)
28. Planning, design, construction, systems
development, and operation and managementof the stores or facilities listed below, andfranchising of such stores or facilities(1) - (2) (Unchanged)(3) Amusement facilities combining video
game arcades, bowling alleys, table tennis
courts, sports facilities, mahjong facilities,etc.
(4) - (5) (Unchanged)(6) Facilities providing osteopathic services,
chiropractic services, relaxation services
and healing services(7) (Unchanged)
29. - 50. (Unchanged)
51. Management and franchising of orthopedic
clinics, chiropractic clinics, acupuncture andmoxibustion clinics, relaxation salons, beautysalons, care facilities and day-care facilities
52. Leasing, sales and management of medical
apparatus and equipment, medical devices
and medical supplies(4) - (5) (Omitted)(6) Facilities providing relaxation services
and healing services(7) (Omitted)
29. - 50. (Omitted)(Newly added)(Newly added)-4-

Current Articles of Incorporation(Newly added)(Newly added)(Newly added)
51. All other businesses incidental or related tothe above items
2. (Omitted)

Proposed Amendments
53. Commissioned administration of medicalbilling and general hospital office works
54. Performing the following duties for carefacilities and clinics, including orthopedic
clinics, acupuncture and moxibustion clinics,
massage clinics etc.
(1) Billing, collection management and otheradministrative services performed as an
agent(2) Support services for new store openings(3) Management guidance, educational andinformation provision services aimed at
technical improvement and knowledge
enhancement(4) Hosting academic workshops, seminars,
etc., and human resources development
services
55. Management of coin-operated laundries
56. All other businesses incidental or related tothe above items
2. (Unchanged)-5-Proposal 3:

Introduction of a Performance-linked Stock Remuneration Plan for Directors

1. Reason for the proposal and justification for the proposed remuneration
Under this proposal, approval is requested to introduce a “Board Benefit Trust (BBT)”, a new
performance-linked stock remuneration plan (hereinafter referred to as “the Plan”) for the Company’s
Directors (excluding Outside Directors; the same applies hereinafter unless otherwise indicated) and
Executive Officers, as well as some Directors of the Company’s subsidiaries (excluding Outside Directors;
hereinafter referred to collectively as “Eligible Officers”).
This proposal is aimed at increasing Eligible Officers’ awareness of enhancing performance in themedium to long term and contributing to growing corporate value, by clarifying the link between Eligible
Officers’ remuneration and the Company’s performance and share price, and allowing them to share withall shareholders in both the merits of increases in share price, and the risks of share price declines. The
Company considers the details of this proposal appropriate in view of this aim.
Remuneration under this proposal is in addition to the amount of remuneration (300 million yen perannum, not including compensation received in the capacity of an employee, for Directors who also serve
as employees) approved by the Extraordinary General Meeting of Shareholders of the Company held on
October 2, 2000. Approval is requested for a new amount of remuneration, etc. in order to pay
performance-linked stock remuneration to the Company’s Directors. The Company wishes to delegate
decisions on details of the Plan to the Board of Directors, within the scope indicated in 2. below.
At the Company’s 19th Annual General Meeting of Shareholders held on June 28, 2017, approval was
granted for an amount of remuneration, etc. for Directors of the Company of no more than 100 million yen
per annum in total in the form of restricted stock, in addition to the amount of remuneration approved by
the Extraordinary General Meeting of Shareholders of the Company held on October 2, 2000, as well as
the details of this restricted stock remuneration. No further changes have been made since. Subject to theapproval and passing of this proposal, the Company intends to abolish the amount of Directors’
remuneration designated for restricted stock remuneration above, and carry out no further allotment of
restricted stock in the future. Restricted stock that has already been granted will, however, continue toexist.
At present, the Company has four Directors (excluding Outside Directors), and four Directors will be
eligible for the Plan.
2. Amount of remuneration etc. under the Plan and reference information(1) Overview of the Plan
The Plan is a performance-linked stock remuneration plan, where shares of the Company are acquiredby a trust (the trust established based on the Plan, hereinafter “the Trust”) using funds contributed by
the Company. Through the Trust, Eligible Officers shall receive shares of the Company and money
equivalent to the fair value of shares of the Company (hereinafter “the Company’s shares, etc.”), basedon the Regulations on the Granting of Shares to Officers established by the Company.
As a rule, Eligible Officers shall receive the Company’s shares, etc. after the conclusion of each time
period indicated in (4) below.
(2) Officers eligible under the Plan
The Company’s Directors and Executive Officers, and some Directors of the Company’s subsidiaries.
(Outside Directors shall not be eligible under the Plan.)(3) Trust period
The trust period shall be from August 2020 (planned date) until the Trust terminates. (No specifictermination date shall be set for the trust period, and the Trust shall continue to exist until the Plan is
terminated. The Plan shall be terminated in the event that the Company’s shares are delisted, or throughabolition of the Regulations on the Granting of Shares to Officers, etc.)(4) Trust amount (amount of remuneration, etc.)
Subject to approval of this proposal, the Company shall introduce the Plan for the period of two fiscal
years comprising the fiscal year ending on March 31, 2021, and the fiscal year ending on March 31,-6-2022, and each three fiscal year period thereafter. (The initial period of two fiscal years is hereinafterreferred to as “the Initial Plan Period”, and each three fiscal year period thereafter is referred to as a“Plan Period”.) The Company shall contribute the following amounts of money as funds for theacquisition of shares of the Company by the Trust, for the purposes of granting the Company’s shares,
etc. to Eligible Officers.
Initially, at the time of the establishment of the Trust, the Company shall contribute funds notexceeding 240 million yen (of which 140 million yen shall be for Directors of the Company) to theTrust, as necessary funding for the Initial Plan Period.
After the expiration of the Initial Plan Period, as a rule, the Company shall contribute additional
funds not exceeding 360 million yen (of which 210 million yen shall be for Directors of the Company)in each subsequent Plan Period, until such time as the Plan terminates. However, where, at the time ofcontribution of additional funds, the assets held by the Trust still contain shares of the Company (except
in the case of shares of the Company equivalent to confirmed points in (6) below, where these have notyet been granted to Eligible Officers) or money (hereinafter “Remaining Shares, etc.”), the sum of thevalue of the Remaining Shares, etc. (the book value on the final day of the Plan Period immediately
preceding, in the case of the Company’s shares) and the additional funds contributed, shall not exceed
360 million yen (of which 210 million yen shall be for Directors of the Company).
The Company shall make appropriate and timely disclosure of any decision to contribute additional
funds.
(5) Method of acquiring shares of the Company, and the number of shares to be acquired
Shares of the Company shall be acquired by the Trust in open market transactions on a stock
exchange, or through acceptance of disposal of the Company’s treasury stock, and funded using themoney contributed in accordance with the provisions of (4) above.
For the Initial Plan Period, the Trust shall acquire up to 300,000 shares of the Company promptly
after it is established.
The details of acquisition of shares of the Company by the Trust shall be disclosed in an appropriate
and timely manner.
(6) Method for calculating the number of the Company’s shares, etc. to be granted to Eligible Officers
For each fiscal year, each Eligible Officer shall be granted a certain number of points, to be
determined based on rank, in accordance with the Regulations on the Granting of Shares to Officers.
The number of points granted to Eligible Officers shall be adjusted after the conclusion of each Plan
Period, based on the degree of achievement of performance targets. The total number of points for
Eligible Officers, after adjustment, shall be no more than 300,000 points (of which 170,000 points shallbe for Directors of the Company) in the Initial Plan Period, and 450,000 points (of which 255,000
points shall be for Directors of the Company) in each subsequent Plan Period. These numbers have been
determined upon comprehensive consideration of the current levels of officers’ remuneration, trends inthe number of Eligible Officers, and forecasts for the future, and are deemed appropriate.
The adjusted number of points granted to Eligible Officers, shall be converted into the number of theCompany’s shares, etc. granted in accordance with the provisions of (7) below, at the ratio of 1 share of
the Company’s common stock for each 1 point. (However, where, subsequent to approval of this
proposal, the shares of Company undergo a stock split, allotment of shares without contribution or stock
consolidation, etc., the maximum number of points and the number of points already granted, or theratio for conversion into shares, shall be adjusted within reasonable bounds, based on the ratio of thestock split, etc.)
As a rule, the number of points pertaining to each Eligible Officer, that forms the basis for the
granting of the Company's shares, etc. in accordance with the provisions of (7) below, shall be thenumber of points granted to the Eligible Officer during each Plan Period (hereinafter the “confirmed
number of points”).
(7) Granting of the Company’s shares, etc.
Eligible Officers who have fulfilled the requirements for eligible beneficiaries shall, as a rule, receivefrom the Trust a number of the shares of the Company based on the confirmed number of points-7-

determined in accordance with the provisions of (6) above, after the conclusion of the Plan Period.
However, in cases where the requirements established in the Regulations on the Granting of Shares to
Officers have been fulfilled, Eligible Officers shall receive a certain proportion of money in place ofshares of the Company, in an amount equivalent to the fair value of the shares. The Trust may sellshares of the Company in order to pay this money.
(8) Exercise of voting rights
The voting rights of shares of the Company held within the account of the Trust shall not be
exercised, under the direction of the administrator of the Trust. This method is designed to ensure theneutrality of the exercise of voting rights held in the Trust account, with respect to the Company’s
management.
(9) Treatment of dividends
Dividends pertaining to shares of the Company held within the account of the Trust shall be received
by the Trust, and shall be allocated to pay for the acquisition of shares of the Company, as well as fortrust fees payable to the trustee of the Trust. On the termination of the Trust, any dividend monies etc.
remaining in the Trust shall be distributed to the Eligible Officers in office at that time, in proportion to
the number of points held by each.
(10) Treatment on termination of the Trust
The Trust shall terminate in the event that the shares of the Company are delisted, or due to reasons
such as the abolition of the Regulations on the Granting of Shares to Officers.
At the time of the termination of the Trust, it is planned that all shares of the Company among theresidual assets of the Trust shall be acquired by the Company free of charge, and canceled by resolutionof the Board of Directors. All money among the residual assets of the Trust shall be paid to theCompany, with the exception of the money to be paid to Eligible Officers in accordance with theprovisions of (9) above.

-8-

<Reference: Structure of the Plan>[Settlor]
The Company

1) Establishment of Regulations on
the Granting of Shares to Officers4) Grant and adjustment

Eligible Officersof points

Shares of the Company

Direction not
to exercise
voting rights

6) Granting of theCompany’s shares, etc.

Trustadministrator[Beneficiaries]
Eligible Officers satisfying thebeneficiary requirements

1) The Company shall establish the Regulations on the Granting of Shares to Officers, within the scopeof the framework approved under this proposal.
2) The Company shall entrust money within the scope approved under this proposal.
3) The Trust shall acquire shares of the Company in open market transactions on a stock exchange, or
through acceptance of disposal of the Company’s treasury stock, using the funds contributed inaccordance with the provisions of 2) above.
4) The Company and its subsidiaries shall grant points to Eligible Officers based on the Regulations on
the Granting of Shares to Officers. The number of points granted to Eligible Officers shall be adjusted
and confirmed after the conclusion of each Plan Period, based on the degree of achievement of
performance targets.
5) The Trust shall not exercise voting rights pertaining to the shares held in the trust account, in
accordance with the directions of the trust administrator, who is independent of the Company.
6) After the conclusion of each Plan Period, the Trust shall grant to Eligible Officers who fulfill thebeneficiary requirements prescribed in the Regulations on the Granting of Shares to Officers, a numberof the Company’s shares in accordance with the number of confirmed points. However, in cases where
the requirements established in the Regulations on the Granting of Shares to Officers have been
fulfilled, Eligible Officers shall receive money, in an amount equivalent to the fair value of the shares,
for a certain proportion of the points.

-9-

Vesting[Trustee]Mizuho Trust & Banking Co., Ltd.
(Retrustee: Trust & Custody Services
Bank, Ltd.)

5) Non-exercise

3) Acquisitionof sharesof Voting rights

2) Entrustingof monies