January 26, 2024
To Our Shareholders
Harumi Building, 2-5-9 Kotobashi,
Sumida-ku, Tokyo
Yoshitsu Co., Ltd
Representative Director and President
Mei Kanayama
Public Notice of Subscription Requirements Concerning Issuance of Shares andGranting of Warrants
Dear Sirs,
At a meeting of the Board of Directors held on January 25, 2024, we have resolved to makethe following changes to the issuance of ordinary shares (the “Underlying Shares”) of theCompany and granting of warrants (the “Warrants”), which were resolved by the Board ofDirectors as of December 30, 2023.
We hereby give public notice of the following issuance of shares and granting of warrants
in accordance with Articles 201.4 and 240.3 of the Companies Act.
Thank you so much for your cooperation.

1.

Offering of the Underlying Shares(1) Class and number of

5,970,152 ordinary shares of the Company

shares for subscription(2) Amount to be paid for

US$0.67

shares for subscription(3) Payment

periodfor

From January 26, 2024 to March 31, 2024

subscription for shares(4) Amountofcapital

increase

andcapital(i)

The amount of capital increase regarding the issuanceof the Underlying Shares shall be 50% of the maximum1reserve increaseamount of increase in capital as calculated inaccordance with Article 14.1 of the Regulation on
Corporate Accounting, where fractional amounts lessthan JPY 1 shall be rounded up.
(ii) The amount of capital reserve increase shall be themaximum amount of increase in capital as set forth in(i) above less the capital increase amount as set forth in(i) above.

(5) Others

The Company authorizes the President and Representative
Director or his or her appointed representative to determine
all matters required for the offering of the Underlying
Shares.

2.

Granting of the Warrants(1) Name of Warrants

Second series Warrants of Yoshitsu Co., Ltd(2) Number of Warrants

5,970,152(3) Number of shares to be

5,970,152 ordinary shares of the Company (the “Ordinary

issued upon exercise ofShares”), which will be represented by the ADSs

Warrants or calculation

However, if the Number of Allotted Shares (as defined

method thereof

below) is adjusted as set forth below, it shall be adjusted to
the number obtained by multiplying the Number of Allotted
Shares after adjustment by the total number of the Warrants.
The number of Ordinary Shares to be issued upon exercise
of one Warrant (the “Number of Allotted Shares”) shall beone share. In case of a share split, including allotment of2

Ordinary Shares without contribution (the same shall apply
hereinafter) or share consolidation by the Company after thedate on which Warrants are allotted (the “Allotment Date”),
the Number of Allotted Shares shall be adjusted by theformula below. However, such an adjustment shall be madeto the Number of Allotted Shares which have not been
exercised at the time.
The Number of Allotted Shares after adjustment = The
Number of Allotted Shares before adjustment × ratio ofshare split or consolidation
If there is any compelling reason which requires adjustmentof the Number of Allotted Shares, such as a merger or acompany split by the Company, the Company shall adjust
the Number of Allotted Shares to the extent necessary by theformula below, using an adjustment ratio which isdetermined by considering the conditions, etc. of the merger
or company split. Such an adjustment shall only be made to
the Number of Allotted Shares which have not been issued
at the time.
The Number of Allotted Shares after adjustment = The
Number of Allotted Shares before adjustment × adjustment
ratio(4) Amount to be paid forNo payment is required.

Warrants or calculation
method thereof or the fact

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thatnopayment

isdateofrequired(5) Allotment

January 30, 2024

Warrants(6) Method of allotment ofThe method shall be third-party allotment.

Warrants(7) Amount of assets to becontributed

The amount to be paid per Ordinary Share upon the exercise

uponof the Warrant shall be the amount equal to the public

exercise of Warrants oroffering price (offering price) of the ADSs (the “ExercisecalculationPrice”).

thereofmethodIf any of the following events occur after the Allotment
Date, the Exercise Price shall be adjusted respectively.
(i)

In case of a share split or share consolidation by theCompany, the Company shall adjust the Exercise Priceby the formula below, and any fraction of US$0.01
resulting from such adjustment shall be rounded up.
The Exercise Price after adjustment = The Exercise
Price before adjustment × 1/ratio of split orconsolidation(ii) If there is any compelling reason which requires
adjustment of the Number of Allotted Shares, such as amerger or a company split by the Company, theCompany shall adjust the Exercise Price to the extent
necessary by the formula below, using an adjustment
ratio which is determined by considering the4

conditions, etc. of the merger or company split, and any
fraction of US$0.01 resulting from such adjustment
shall be rounded up.
The Exercise Price after adjustment = The Exercise
Price before adjustment × 1/adjustment ratio(8) Period

duringwhichcanbefor

theWarrants

From January 30, 2024 to July 30, 2029

exercised(9) Conditions

None

exercise of Warrants(10) Matters related to capital
andcapital(i)

The amount of capital increase by the issuance ofreserve

Ordinary Shares upon the exercise of the Warrants shall

increase by the issuance

be one half of the capital increase limit calculated byof shares upon exercise

the rule provided for in Article 17.1 of the Regulationof Warrants

on Corporate Accounting, and any fraction of a yen
after such calculation shall be rounded up.
(ii) The amount of capital reserve increase by the issuanceof Ordinary Shares upon the exercise of Warrants shallbe the capital increase limit mentioned in (i) above
minus the amount of capital increase provided for in (i)above.

(11) RuleregardingtheIf the number of Ordinary Shares issued to the holders offraction of a share upon

Warrants upon the exercise of their Warrants is found to

exercise of Warrants

have a fraction of a share, the fraction shall be rounded
down.

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(12) Others

The Company authorizes the President and Representative
Director or his/her appointed representative to conduct allnecessary matters for offering Warrants.

Note:
1.

ADS is an abbreviation for "American depositary shares" and refers to alternative securities issued
by a depositary bank that has received a deposit of shares of a company outside the U.S., representing
such shares, in order to put the shares of a company outside the U.S. into circulation in the U.S.

2.

The actual amount of capital increase and capital reserve increase will be the amount converted into
JPY based on the exchange rate on the date the capital contribution is made.

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