Flash Report on the Consolidated Financial Results [IFRS]
for the Fiscal Year Ended February 29, 2024
April 11, 2024
Listed Company Name: Lawson, Inc.
Tokyo Stock Exchange
Code No.: 2651
(URL https://www.lawson.jp/en/ir/)
Company Representative: Sadanobu Takemasu, President and CEO, Representative Director,
Chairman of the Board
Contact: Tomoki Takanishi, Senior Vice President, Financial Administration Division Director
Tel.: +81-3-6635-3963
Scheduled date for the ordinary general meeting of shareholders: May 21, 2024
Scheduled date for submission of annual securities report: May 22, 2024
Scheduled date for payment of dividend: －Supplementary materials for annual financial results: Yes
Holding of presentation of annual results: Yes (for institutional investors and analysts)(Amounts less than one million yen are truncated)
1. Consolidated operating results for 2023 fiscal year (from March 1, 2023 to February 29, 2024)(1) Consolidated operating results
Note: Percentages represent increases (decreases) compared with the previous fiscal year.
Gross
operatingrevenue
Millions%of yenFor the fiscal
year ended
February 29,
1,087,964 8.8
2024
February 28,
1,000,385 6.1
2023

Profitattributable toowners of parent
Millions%of yenTotal
comprehensive
incomeMillions%of yen77.6

52,14875.5

54,58564.8

30.8

29,70831.3

33,12436.0Core operating
profitProfit before tax

Millionsof yen%Millionsof yen%Millionsof yen%94,09046.3

77,29264.0

52,68764,31122.6

47,13442.4

29,673

ProfitBasic earnings
per share

Diluted earnings per
share

Return on equity
attributable toowners of parent

Ratio of profit
before tax to total
assetsRatio ofcore operating
profit to grossoperating revenue

%

%

%

For the fiscal year
ended
February 29, 2024

Yen

Yen

521.08520.53

19.5

3.4

8.6

February 28, 2023

296.86296.60

12.4

2.1

6.4

Reference:

Share of profit of investments accounted for using equity method:
Fiscal year ended February 29, 2024

1,250 million yen

Fiscal year ended February 28, 2023

363 million yen

Note: “Core operating profit” is a profit indicator for operating income under Japanese GAAP that is calculated
by subtracting the cost of sales and selling, general and administrative expenses from gross operating revenue.
(2) Consolidated financial position

As ofFebruary 29, 2024
February 28, 2023

Ratio of equity
attributable toowners of parent
to total assets

Equityattributable toowners of parent
per share

Total assets

EquityEquityattributable toowners of parent

Millions of yen

Millions of yen

Millions of yen%

Yen

2,297,498
2,242,421

289,300
253,858

284,752
249,94112.4
11.1

2,845.30
2,497.49

(3) Consolidated cash flows
Net cash provided by(used in) operating
activities

Net cash provided by(used in) investing
activities

Net cash provided by(used in) financing
activities

Cash and cash
equivalents at end of
periodMillions of yen

Millions of yen

Millions of yen

Millions of yen

February 29, 2024

383,390(67,110)(284,551)

432,464

February 28, 2023

309,699(51,725)(252,548)

399,523

For the fiscal year ended

2. Dividends

Yen

Yen

Yen

Yen

Yen

Millions of yen%

Ratio ofdividend toequityattributable toowners ofparent(consolidated)%

2022 fiscal year

–

75.00

–

75.00

150.0015,01150.5

6.2

2023 fiscal year–

117.50–0.00

117.5011,75922.5

4.42024 fiscal year
(forecast)

–

–

–

–

–

Annual dividends per share

1Q

1H

3Q

Year-end

Total

Total
dividends
for the year

Payoutratio–

3. Forecast of consolidated operating results for 2024 fiscal year (from March 1, 2024 to February 28, 2025)
As publicly announced in the “Notice of Expression of Our Opinion in Favor of the Planned Commencementof and Recommendation to Tender in the Tender Offer for Company’s Share Certificates by KDDI Corporation
and Notice of Capital and Business Alliance” dated February 6, 2024 and “Notice of Expression of Our Opinion
in Favor of the Commencement of and Recommendation to Tender in the Tender Offer for Company’s Share
Certificates by KDDI Corporation” dated March 27, 2024, the Company’s shares will be delisted following atender offer by the offeror (KDDI Corporation) and subsequent implementation of the prescribed procedures.
Therefore, the financial forecasts for fiscal 2024 are not provided.
4. Notes(1) Change in significant subsidiaries during the fiscal year (Changes in certain specified subsidiaries resulting
in changes in scope of consolidation): None
Added: None
Excluded: None
(2) Changes in accounting policies, changes in accounting estimates
1. Changes in accounting policies required by IFRS: Yes
2. Changes in accounting policies other than 1. above: None
3. Changes in accounting estimates: None
Note: For details, please refer to “3. Consolidated Financial Statements and Main Notes, (5) Notes toConsolidated Financial Statements (Material Accounting Policy Information)” on page 17.
(3) Number of shares outstanding (common stock)
1. Number of shares outstanding at the end of year (including treasury shares)
As of February 29, 2024:
100,300,000
2. Number of treasury shares at the end of year

As of February 28, 2023:

100,300,000

As of February 29, 2024:
222,085
3. Average number of shares during the year

As of February 28, 2023:

222,962

As of February 28, 2023:

100,076,025

As of February 29, 2024:

100,078,308

Reference: Non-consolidated operating results for 2023 fiscal year (from March 1, 2023 to February 29, 2024)
Non-consolidated operating results (cumulative)
Note: Percentages represent increases (decreases) compared with the previous fiscal year.
Gross operating
revenue
For the fiscal year
ended
February 29, 2024
February 28, 2023

Millions ofyen
391,793
357,571%
9.6
0.7

Operating income
Millions ofyen
58,01135,188

%
64.9
36.0

Ordinary income
Millionsof yen68,92840,618

%
69.7
18.5

Profitattributable toowners of parent
Millions of%yen
44,722
97.9
22,595
67.7

Note: The Flash Report on the Consolidated Financial Results is not subject to audit.
Note: Descriptions on appropriate use of financial performance forecasts and other special notes
As publicly announced in the “Notice of Expression of Our Opinion in Favor of the Planned
Commencement of and Recommendation to Tender in the Tender Offer for Company’s Share Certificatesby KDDI Corporation and Notice of Capital and Business Alliance” dated February 6, 2024 and “Noticeof Expression of Our Opinion in Favor of the Commencement of and Recommendation to Tender in theTender Offer for Company’s Share Certificates by KDDI Corporation” dated March 27, 2024, theCompany’s shares will be delisted following a tender offer by the offeror (KDDI Corporation) andsubsequent implementation of the prescribed procedures. Therefore, the financial forecasts for fiscal 2024
are not provided.

Contents

1. Overview of Operating Results ............................................................................................................

2(1) Overview of Operating Results for the Fiscal Year under Review.................................................

2(2) Overview of Financial Position for the Fiscal Year under Review ................................................

8(3) Future Outlook ...............................................................................................................................

9

2. Basic Approach to Selection of Accounting Standards ........................................................................

9

3. Consolidated Financial Statements and Main Notes ............................................................................

10(1) Consolidated Statement of Financial Position ................................................................................

10(2) Consolidated Statement of Profit and Loss and Consolidated Statement of Comprehensive
Income ...........................................................................................................................................

12

Consolidated Statement of Profit and Loss ....................................................................................

12

Consolidated Statement of Comprehensive Income .......................................................................

13(3) Consolidated Statement of Changes in Equity ...............................................................................

14(4) Consolidated Statement of Cash Flows ..........................................................................................

16(5) Notes to Consolidated Financial Statements ..................................................................................

17(Going Concern Assumption).........................................................................................................

17(Material Accounting Policy Information) ...................................................................................

17(Segment Information) ...................................................................................................................

17(Per Share Information) ..................................................................................................................

21(Significant Subsequent Events) .....................................................................................................

22

1

1．Overview of Operating Results(1) Overview of Operating Results for the Fiscal Year under Review
During the fiscal year under review, or fiscal 2023 ended February 29, 2024, we made concerted Group-wide
efforts to realize the “Lawson Group Challenge 2025” medium-term management vision, while society shifted
toward a post-COVID world driven primarily by the downgrade in the categorization of COVID-19 to Class 5,
which includes seasonal flu. Specifically, we undertook various measures under our Lawson Group Sweeping
Transformation Executive Committee, which was launched in September 2020, and the whole Lawson Group
collectively endeavored to resolve medium- to long-term issues for sustainable growth, acquire new revenue
opportunities, foster job satisfaction, and introduced a range of LGBTQ initiatives aimed at creating a workplaceenvironment and system that maximizes the full potential of diverse human resources and we received the Goldrating in the PRIDE Index 2023.*1 Focusing on community, individual customers, and individual stores, we
expanded a company system in eight areas across Japan and transferred authority and functions from theheadquarters to the frontline stores with the aim of facilitating our organizational structure to more vigorously
pursue the creation of customer value at locations that are in close proximity to our customers. We have undertaken
various initiatives under this new structure.

*1 An assessment index established in 2016 by general incorporated association “work with Pride” with the aimof evaluating workplace initiatives to promote the inclusion of LGBTQ+ and other sexual minority employees.
As a result, for fiscal 2023 on a consolidated basis, gross operating revenue increased to 1,087,964 million yen(up 8.8% from previous fiscal year) and profit before tax increased to 77,292 million yen (up 64.0% from previous
fiscal year). Profit attributable to owners of parent was 52,148 million yen (up 75.5% from previous fiscal year).

We also focused on improving our group-wide internal control system and addressing operating risks based on
the 2023 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, a general increasing trend was seen in the movement of people. Against
this backdrop, each area company reinforced their sales floors with a particular focus on the scope of merchandise
assortment and the quantity of inventory by building on the foundation established by the Lawson Group
Sweeping Transformation Executive Committee, which has been proceeding with store renovations andexpanding the merchandise assortment of frozen foods and other daily necessities. As of February 29, 2024,
12,712 stores have introduced MUJI products, which began full-scale introduction in 2022. In response to the2024 logistics problem and reduction of CO2 emissions, we have been progressively changing the number of
shipments to stores of chilled and temperature-controlled products from three to two daily deliveries since
December 2023. Also, as we work our way toward 2025, our 50th anniversary year, we continue to expand
HAPPY LAWSON PROJECT! with the aim of creating “hubs of refreshment in every community,” and promoted
measures to fulfill the three promises of our business policy—“Superior taste,” “Human kindness,” 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
2to provide heartfelt customer service in our stores, and we are continuing with our environmentally 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 itemswith high demand; and (3) keeping our stores and communities clean. In our efforts to increase sales, we also
focused on expanding our merchandise assortment to respond to changes in customer lifestyles and values.
Furthermore, we kept up our initiatives to increase the profitability of franchise stores, including helping themstreamline their store operation and control costs associated with food waste and utility expenses.

[Merchandising and Service Strategies]
Sales continued to surge in fast-food counter items, soft drinks and the rice range, products offered by the
Machikado Chubo in-store kitchen service, bakery, and the cosmetics range driven by an increase in the
movement of people. In the fast-food counter range, a new Japanese fried chicken product, “L-kara,” and otherproducts as well as regular items such as the “Kara-age-kun” chicken nuggets drove strong sales. In the rice
range, sales continued to surge in rice bowls such as the renewed “Kinshari Onigiri Rice Ball” series. In the
Machikado Chubo, we saw strong performance for regular items such as the Donburi rice bowls as well as box
lunch items in which rice is packed separately. In the daily delivered food range, a new bakery product, “Melonpan Bread with Salty Butter,” and regular bakery and ice cream items drove sales up, while in the non-foodrange, sales for MUJI products and cosmetics products under a new brand jointly developed with a popular
cosmetics brand enjoyed growth.
In food delivery service, the combined number of stores listed on four food delivery services such as Uber
Eats, reached 4,884 in 47 prefectures as of February 29, 2024. In addition, Uber Eats delivers over-the-counter
drugs sold at 115 LAWSON stores in 22 prefectures.

[Breakdown of Sales by Merchandise Category at Chain Stores in Domestic Convenience Store Business]
Previous fiscal year

Current fiscal year

From March 1, 2022

From March 1, 2023

to February 28, 2023

to February 29, 2024

Sales

Percentage

Sales

Percentage(Millions of yen)of total (%)(Millions of yen)of total (%)

1,229,474

53.5

1,291,512

53.1

Fast foods

517,27222.5

550,397

22.7

Daily delivered foods

352,08115.3

372,842

15.3

Nonfood products

200,690

8.7

216,083

8.9

2,299,518

100.0

2,430,835

100.0

Fiscal year

Product group
Processed foods

Total

3

[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 280 stores. Meanwhile, we closed a total of 268. As of February 29,
2024, the total number of domestic stores was 14,643*2.
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
over-the-counter drugs has reached 309 stores (includes 45 pharmacy LAWSON stores equipped with drugdispensing pharmacies) as of February 29, 2024. Moreover, the number of stores with nursing care consultation
desks for seniors has reached 19 as of February 29, 2024. Furthermore, we have also been expanding our chain of“in-hospital LAWSON stores,” which feature strengthened focus on medical, sanitary and nursing supplies in
addition to merchandise and services offered at standard convenience stores. The number of such stores hasreached 342 as of February 29, 2024. Building on our expertise developed through operation of in-hospital
LAWSON stores, we will continue to support the lives of all people interacting with hospitals.
Our NATURAL LAWSON stores, which are popular among customers for supporting their beauty, health, andcomfortable lifestyles, offer an exclusive selection of finely picked items of value, including food made withhealthy ingredients and environmentally friendly detergents and cosmetics. Meanwhile, our LAWSONSTORE100 stores consistently offer safe and high-quality fruits and vegetables with a focus on freshness anddaily 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. As of
February 29, 2024, we operate 130 NATURAL LAWSON stores and 648 LAWSON STORE100 stores.

*2 The numbers of store openings and closings and total number of stores in Japan include stores operated by
Lawson, Inc., Lawson Kochi, Inc., Lawson Minamikyushu, Inc. and Lawson Okinawa, Inc.

[Change in the Total Number of Domestic Stores]
Total stores as ofFebruary 28, 2023
LAWSON

Change during
fiscal year

Total stores as ofFebruary 29, 2024

13,83926

13,865

NATURAL LAWSON

131

(1)

130

LAWSON STORE100

661

(13)

648

14,631

12

14,643Total

4

[Number of LAWSON stores by prefecture (As of February 29, 2024)]
Prefecture

Numberof stores

Prefecture

Numberof stores

Prefecture

Numberof stores

Prefecture

Numberof stores

Hokkaido702

Ibaraki

217

Kyoto

326

Ehime

218

Aomori

279

Tokyo

1,651

Shiga

152

Tokushima

135

Akita

178

Kanagawa

1,060

Nara

134

Kochi

138

Iwate

178

Shizuoka

273

Wakayama

155

Fukuoka525

Miyagi259

Yamanashi

134

Osaka

1,195

Saga

78

Yamagata

108

Nagano

167

Hyogo

705

Nagasaki

123

Fukushima

169

Aichi

719

Okayama

245

Oita

200

Niigata

223

Gifu

177

Hiroshima

302

Kumamoto

167

Tochigi

198

Mie

136

Yamaguchi

129

Miyazaki

111

Gunma

240

Ishikawa

101

Tottori

136

Kagoshima

201

Saitama688

Toyama176

Shimane

140

262

Chiba

595

Fukui

106

Kagawa132

Okinawa
Total(domestic)

14,643(Note) These figures include stores operated by Lawson, Inc., Lawson Kochi, Inc., Lawson Minamikyushu,
Inc. and Lawson Okinawa, Inc.

As a result, Domestic Convenience Store Business posted gross operating revenue of 755,397 million yen(up 8.2% from previous fiscal year) and segment profit of 69,734 million yen (up 46.5% from previous fiscal
year).

(Seijo Ishii Business)
Seijo Ishii Co., Ltd provides customers with well-selected, and highly original foods under its philosophyof “Quality food for a quality life.” Operating diverse store formats including street-side stores and stores instation buildings and commercial facilities, the supermarket chain leverages its distinguished productdevelopment 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 181 as of February 29, 2024. Sales at stores in
office buildings recovered from the sluggish sales resulting from the COVID-19 pandemic. Product-wise, daily
delivered foods and dishes produced in-house at Seijo Ishii’s central kitchen recorded steady sales, while sales
also grew for fresh food including fruits and vegetables, meat, and fish, primarily at street-level stores. In
November 2023, the first store, Seijo Store, was completely renovated as a new flagship store. We will continue
striving to elevate the brand power of Seijo Ishii by promoting the sustainable development of products ofvalue, 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 112,544 million yen (up 2.2% fromprevious fiscal year) and segment profit of 12,247 million yen (down 4.3% from previous fiscal year).
(Entertainment-related Business)
With respect to our ticketing business in our Entertainment-related Business undertaken by Lawson
Entertainment, Inc., concerts, leisure, and other events enjoyed brisk demand. In addition, we focused our
5efforts on securing an expanded lineup of events and strengthening sales in each genre, which resulted in a yearon-year increase in our ticket transaction value. Furthermore, sales for our product sales business at HMV
music/video software stores and others grew as a result of a rise in the number of concerts and events held, which
drove up sales for related products, as well as an increase in the movement of people. In our e-commerce business,
we are making efforts to expand the scope of merchandise we handle, including band and artist merchandise,cosmetics and other items. The number of stores has reached 49 as of February 29, 2024, including HMV stores,
HMV&BOOKS, which markets books, CDs and DVDs, and HMV record shop stores specializing in analog
records.
During the fiscal year under review, United Cinemas Co., Ltd., an operator of cinema complexes, attracted
more moviegoers and generated higher sales than in the previous fiscal year as a result of the release of muchtalked-about and highly anticipated movies, such as during the long holiday in spring and the summer holiday
season, as well as the strong performance of high ticket-price films screened using 4D movie screening systems.
As of February 29, 2024, 43 cinema complexes nationwide with 398 screens are operating. United Cinema Co.,
Ltd. will have changed its name to Lawson United Cinemas, Inc. effective March 1, 2024.

As a result, Entertainment-related Business posted gross operating revenue of 80,884 million yen (up 12.1%
from previous fiscal year) and segment profit of 6,593 million yen (up 35.7% from previous fiscal year).

(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 February 29, 2024, the number of ATMs
installed nationwide reached 13,591, with each ATM used 55.9 times a day on average. The total number of our
financial institution partners reached 401 nationwide. We now have 15 partners for the cash charging at ATMs, 8
for the “Smartphone ATM (QR code deposit/withdrawal)”*3 service, 25 for the “Immediate Account Settlement
Service”*4 (19 financial institutions and 6 other service operators), and 12 for international money transfer cards.
In addition to cash deposit and withdrawal services, charging to cashless payment services has also contributed tothe increased use of ATMs, etc. Furthermore, new-model ATMs have been installed gradually from January 2024
to support new banknotes (scheduled to enter circulation in July 2024) and incorporate universal design
perspectives.
Regarding LAWSON Ponta Plus credit cards issued by Lawson Bank, Inc, we are continuing to work on
promoting card usage by drawing public attention to the benefits of using the card at LAWSON stores and other
Ponta affiliated stores.

*3 A service where customers can deposit/withdraw cash or take out/repay a credit card loan at an ATM by usinga smartphone app instead of a bank card. “Smartphone ATM” is a registered trademark of Seven Bank, Ltd.
*4 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 35,682 million yen (up 3.5% fromprevious fiscal year) and segment profit of 2,960 million yen (down 23.1% from previous fiscal year).

6

(Overseas Business)
With regards to Overseas Business, the Group’s operating companies have developed LAWSON stores in
the People’s Republic of China, Thailand, the Philippines, the United States of America (Hawaii) and Indonesia.
The number of LAWSON stores in the People’s Republic of China, exceeded 6,000 in August 2023 andreached 6,288 as of February 29, 2024, up 668 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 agreementswith local retailers in different cities, as well as area license agreements, where partner companies serve as
headquarters in designated areas and assume overall operation and development, in efforts to accelerate theexpansion of business areas and the number of stores. The spread of the COVID-19 pandemic passed its peakfrom the end of 2022 to early January of 2023 and daily sales increased due to the recovery in the movementof people, though there are regional differences in the degree of recovery. We will work to offer our signature
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.
With regard to regions other than China, sales increased due to the recovery in the movement of people
resulting from the elimination and easing of COVID-related restrictions in respective countries. We have been
accelerating the pace of new store openings, with the total number of stores in Thailand, the Philippines, theUnited States (Hawaii) and Indonesia exceeded 1,000 in January 2024 and reached 1,056 as of February 29,
2024, up 516 stores from the end of the previous fiscal year. Having achieved a record-high number of storesin these countries combined, we will continue to operate our stores to sustain the daily lives of our customers
and strive to further expand our earnings.

[Distribution of LAWSON Brand Stores Overseas by Region]
Country/Region
China

Shanghai and surrounding area
(Shanghai, Zhejiang, Jiangsu)

China

Chongqing and surrounding area

China
China
China
China

Number of stores(As of February 28,
2023)(Chongqing, Sichuan）
Liaoning(including Shenyang, Dalian)Beijing and surrounding area
(Beijing, Tianjin, Hebei)
Guangdong and Fujian(including Shenzhen, Xiamen)
Hubei and Henan(including Wuhan, Xinyang)

Changeduringfiscal year

Number of stores(As of February 29,
2024)

2,483

191

2,674

798

66

864

586

138

724

432

78

510

174

147

321

617

34

651

China

Anhui (including Hefei)

231

(3)

228

China

Hainan (including Haikou)

139

34

173

China

Hunan (including Changsha)

160

(17)

143

China

Subtotal

5,620

668

6,288

Thailand

181

7

188

Philippines

101

43

144

2

–

2

256

466

722

6,160

1,184

7,344

United States of America (Hawaii)Indonesia
Total

7As a result, Overseas Business posted gross operating revenue of 114,686 million yen (up 20.8% from previous
fiscal year) and segment profit of 2,501 million yen (segment loss was 4,999 million yen for the previous fiscal
year).
(2) Overview of Financial Position for the Fiscal Year under Review① Assets, liabilities and equity at the end of fiscal 2023

Current assets increased by 36,029 million yen from the end of the previous fiscal year to 715,868 million
yen, mainly reflecting increases of 32,941 million yen in cash and cash equivalents and 10,647 million yen
in trade and other receivables, and decreases of 6,003 million yen in finance lease receivables and 2,715
million yen in other financial assets. Non-current assets increased by 19,047 million yen from the end of theprevious fiscal year to 1,581,630 million yen, mainly reflecting increases of 12,586 million yen in intangible
assets, 6,872 million yen in property and store equipment, 4,585 million yen in guarantee deposits and 2,656
million yen in other financial assets, and a decrease of 11,164 million yen in right-of-use assets. Consequently,
total assets increased by 55,076 million yen from the end of the previous fiscal year to 2,297,498 million yen.
Current liabilities increased by 105,912 million yen from the end of the previous fiscal year to 1,011,192
million yen, mainly reflecting increases of 145,309 million yen in other financial liabilities, 24,485 million
yen in trade and other payables, and a decrease of 71,270 million yen in deposits received. Non-current
liabilities decreased by 86,278 million yen from the end of the previous fiscal year to 997,005 million yen,mainly reflecting decreases of 79,900 million yen in borrowings and 7,482 million yen in lease liabilities.
Consequently, total liabilities increased by 19,634 million yen from the end of the previous fiscal year to
2,008,197 million yen.
Equity increased by 35,442 million yen from the end of the previous fiscal year to 289,300 million yen,mainly reflecting increases of 32,779 million yen in retained earnings and 1,906 million yen in othercomponents of equity. Consequently, ratio of equity attributable to owners of parent to total assets was 12.4%,
up from 11.1% as of the end of the previous fiscal year.
② Cash flows during fiscal 2023

Cash and cash equivalents as of February 29, 2024 increased by 32,941 million yen from the end of theprevious fiscal year to 432,464 million yen.
Net cash provided by operating activities was 383,390 million yen, an increase of 73,690 million yen fromthe previous fiscal year, mainly because of the movement in call money for banking business, deposits
received, trade and other receivables and income taxes paid.
Net cash used in investing activities was (67,110) million yen, an increase of 15,385 million yen from theprevious fiscal year, mainly because of an increase in purchase of intangible assets and a decrease of proceedsfrom sale and redemption of investments.
Net cash used in financing activities was (284,551) million yen, an increase of 32,003 million yen fromthe previous fiscal year, mainly because of increases in repayments of borrowings and proceeds fromborrowings.
The Group’s sources of capital and funding liquidity are used to fund new store openings, remodel existing
stores, and develop new business, as well as to pay dividends.
Working capital and investment funds are basically allocated from operating cash flow, and funds areprocured as needed.

8

(3) Future Outlook
As publicly announced in the “Notice of Expression of Our Opinion in Favor of the Planned
Commencement of and Recommendation to Tender in the Tender Offer for Company’s Share Certificates byKDDI Corporation and Notice of Capital and Business Alliance” dated February 6, 2024 and “Notice ofExpression of Our Opinion in Favor of the Commencement of and Recommendation to Tender in the Tender
Offer for Company’s Share Certificates by KDDI Corporation” dated March 27, 2024, the Company’s shares
will be delisted following a tender offer by the offeror (KDDI Corporation) and subsequent implementationof the prescribed procedures. Therefore, the financial forecasts for fiscal 2024 are not provided.

2. Basic Approach to Selection of Accounting Standards
The Group has adopted International Financial Reporting Standards (IFRS) with an aim of improving theinternational comparability and accessibility of its financial information.

93. Consolidated Financial Statements and Main Notes(1) Consolidated Statement of Financial Position(Millions of yen)

AssetsCurrent assets
Cash and cash equivalents
Trade and other receivables
Finance lease receivables
Other financial assets
Inventories
Other current assets
Total current assets
Non-current assets
Property and store equipment
Right-of-use assets
Investment property
Goodwill
Intangible assets
Investments accounted for using equity
methodGuarantee deposits
Other financial assets
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets

10Previous fiscal year
As of February 28,
2023

Current fiscal year
As of February 29,
2024

399,523
223,648
13,7103,595
28,68910,671
679,839

432,464
234,295
7,707
879
29,176
11,345715,868

186,398
1,069,233
46,73450,15051,416

193,270
1,058,069
47,841
52,25864,003

6,532

6,665

92,916
5,742
48,234
5,223
1,562,582
2,242,421

97,502
8,399
47,543
6,077
1,581,630
2,297,498

(Millions of yen)Previous fiscal year
As of February 28,
2023

Current fiscal year
As of February 29,
2024

Liabilities and equity
Current liabilities
Trade and other payables
Deposits received
Borrowings
Income taxes payable
Other financial liabilities
Provisions
Other current liabilities
Total current liabilities

231,925
274,224
92,877
10,800273,465
2,480
19,505905,279

256,411
202,954
90,85016,012418,774
2,490
23,699
1,011,192

Non-current liabilities
Borrowings
Lease liabilities
Other financial liabilities
Retirement benefit liability
Deferred tax liabilities
Provisions
Other non-current liabilities
Total non-current liabilities
Total liabilities

80,000923,588
21,407
16,797430
37,642
3,417
1,083,284
1,988,563

99
916,105
21,585
17,280386
37,8403,706
997,005
2,008,197

58,506
46,934(948)
3,799
141,650

58,50647,058(947)
5,705
174,429

249,941

284,752

3,916
253,858
2,242,421

4,548
289,300
2,297,498

EquityShare capital
Capital surplus
Treasury shares
Other components of equity
Retained earnings
Total equity attributable to owners ofparentNon-controlling interests
Total equity
Total liabilities and equity11(2) Consolidated Statement of Profit and Loss and Consolidated Statement of Comprehensive Income
Consolidated Statement of Profit and Loss
(Millions of yen)Previous fiscal year
From March 1, 2022
to February 28, 2023
1,000,385
473,074
527,310
462,998
3,133

Gross operating revenues
Cost of sales
Operating gross profit
Selling, general and administrative expenses
Other income

Current fiscal year
From March 1, 2023
to February 29, 2024
1,087,964
507,648580,315486,225
2,778

Other expenses

12,985

13,442Finance income
Finance costs
Share of profit of investments accounted forusing equity method
Profit before tax
Income taxes
Profit

1,468
9,158

2,104
9,488

363

1,250

47,134
17,461
29,67377,292
24,604
52,687

29,708(34)
29,67352,148538
52,687296.86296.60521.08520.53

Profit (loss) attributable to
Owners of parent
Non-controlling interests
Earnings per share
Basic earnings per share (Yen)
Diluted earnings per share (Yen)12Consolidated Statement of Comprehensive Income(Millions of yen)Previous fiscal year
From March 1, 2022
to February 28, 2023
29,673

ProfitItems that will not be reclassified to profit or loss
Net change in fair value of equity instruments
designated as measured at fair value throughother comprehensive income

Current fiscal year
From March 1, 2023
to February 29, 2024
52,687120

268

Remeasurements of defined benefit plans

1,125

(105)

Share of other comprehensive income ofinvestments accounted for using equity
method10－

Total of items that will not be reclassified to
profit or loss

1,256

163

2,175

1,715

18

18

2,194

1,734

3,450
33,124

1,897
54,58533,04579

53,949635

Items that may be reclassified to profit or loss
Exchange differences on translation of foreign
operations
Share of other comprehensive income ofinvestments accounted for using equity
methodTotal of items that may be reclassified to
profit or loss
Other comprehensive income (net of tax)
Comprehensive income
Comprehensive income attributable to
Owners of parent
Non-controlling interests13(3) Consolidated Statement of Changes in Equity
Previous fiscal year

(From March 1, 2022 to February 28, 2023)(Millions of yen)
Equity attributable to owners of parent
Other components of equity
Financial assets
Exchangemeasured at fairdifferences on
Capital surplus Treasury shares Remeasurements
value throughtranslation ofof defined benefit
otherforeignplanscomprehensive
operations
incomeShare capital

Balance as of March 1, 2022

58,506

46,899(973)–(1,409)2,997

Profit

Total

1,588
–

Other comprehensive income
Total comprehensive income

1,125

130

2,079

3,336

1,125

130

2,079

3,336

Purchase of treasury shares(0)–

Disposal of treasury shares

0––

Dividends of surplus
Exercise of share acquisition rights(issuance of treasury shares)(24)

Share-based payment transactions

59

24

–
–

Transfer to retained earnings(1,125)(1,125)–

Other
Total transactions with owners
Balance as of February 28, 2023

–

34

24

(1,125)––(1,125)58,506

46,934(948)–(1,278)

5,077

3,799

Equity attributable to ownersof parent

Retainedearnings

Balance as of March 1, 2022
ProfitTotal equity

125,832

231,853

3,839

235,693

29,70829,708(34)

29,673

3,336

114

3,450

29,70833,04579

33,124

Other comprehensive income
Total comprehensive income

Total

Noncontrollinginterests

Purchase of treasury shares

(0)

(0)

Disposal of treasury shares

00Dividends of surplus(15,011)(15,011)(2)(15,013)

Exercise of share acquisition rights(issuance of treasury shares)

(0)

(0)

Share-based payment transactions

59

59

1,125

–

–

(5)

(5)

(5)

Total transactions with owners(13,890)(14,957)(2)(14,960)

Balance as of February 28, 2023

141,650

249,941

3,916

253,858

Transfer to retained earnings
Other

14

Current fiscal year (From March 1, 2023 to February 29, 2024)(Millions of yen)
Equity attributable to owners of parent
Other components of equity
Financial assets
Exchangemeasured at fairdifferences on
Capital surplus Treasury shares Remeasurements
value throughtranslation ofof defined benefit
otherforeignplanscomprehensive
operations
incomeShare capital

Balance as of March 1, 2023

58,506

46,934(948)–(1,278)

5,077

ProfitTotal comprehensive income
Purchase of treasury shares

(105)

268

1,637

1,800

(105)

268

1,637

1,800

(4)

–

Dividends of surplus–

Exercise of share acquisition rights(issuance of treasury shares)(5)

Share-based payment transactions

130

5

–
–

Transfer to retained earnings

105

Total transactions with owners
Balance as of February 29, 2024

Retainedearnings

124

1

105

–

–

105

58,50647,058(947)–(1,009)

6,715

5,705

Total comprehensive income

Total equity

249,941

3,916

253,858

52,14852,148538

52,687

1,800

97

1,897

53,949635

54,58552,148Purchase of treasury shares
Dividends of surplus

Total

Noncontrollinginterests

141,650

Other comprehensive income(4)(19,264)105–

Equity attributable to ownersof parent

Profit3,799–

Other comprehensive income

Balance as of March 1, 2023

Total

(4)

(19,264)(2)(19,267)

Exercise of share acquisition rights(issuance of treasury shares)

0

0

Share-based payment transactions

130

130

Transfer to retained earnings

(104)

1

(1)

(0)

Total transactions with owners(19,369)(19,138)(3)(19,142)

Balance as of February 29, 2024

174,429

284,752

4,548

289,300

15

(4) Consolidated Statement of Cash Flows(Millions of yen)Previous fiscal year
From March 1, 2022
to February 28, 2023
Cash flows from operating activities:
Profit before tax
Depreciation and amortization
Impairment losses
Interest income
Interest expenses
Loss on retirement of fixed assets
Decrease (increase) in trade and other receivables
Increase (decrease) in trade and other payables
Increase (decrease) in deposits received
Increase (decrease) in retirement benefit liability
Net increase (decrease) in call money for banking
business
Other

Current fiscal year
From March 1, 2023
to February 29, 2024

47,134
211,745
9,623(1,280)8,298
1,438(28,693)
16,801
29,971(923)

77,292
213,287
9,446(1,272)9,487
2,279(9,766)
17,123(71,129)443

15,000145,000

14,731

13,111

323,849
1,354(4,002)(11,502)405,303
1,330(4,495)(18,747)

309,699

383,390(42,239)(38,404)(12,427)(4,461)
8,140(11,261)
11,880(210)(1,146)(20,127)(1,874)
3,119(13,949)
8,275(2,898)(1,252)(51,725)(67,110)

196,195(250,836)(182,918)(15,011)21

1,820,095(1,902,829)(182,680)(19,264)
126

Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period(252,548)(284,551)

1,100

1,213

6,526
392,996

32,941
399,523

Cash and cash equivalents at end of period

399,523

432,464

SubtotalInterest and dividends received
Interest paid
Income taxes paid
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Purchase of property and store equipment, right-of-use
assets and investment property
Purchase of intangible assets
Purchase of investments
Proceeds from sale and redemption of investments
Payments for guarantee deposits
Proceeds from collection of guarantee deposits
Purchase of long-term prepaid expenses
Other
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from borrowings
Repayments of borrowings
Repayments of lease liabilities
Dividends paid
Other

16

(5) Notes to Consolidated Financial Statements(Going Concern Assumption)
Not Applicable.
(Material Accounting Policy Information)
The material accounting policies adopted for the Consolidated Financial Statements for the fiscal year
under review are the same as those for the Consolidated Financial Statements for the fiscal year ended
February 28, 2023, except for the following standards, which have been newly adopted.
In addition, the Company and its wholly-owned domestic subsidiaries have transitioned to the group tax
sharing system.
The standard that the Group has adopted from the first quarter ended May 31, 2023 is as follows:Standard

IAS 12Standard name

OutlineIncome Taxes

・Clarification of accounting treatment for deferred taxes related toassets and liabilities arising from a single transaction
・Accounting and disclosure of income tax by tax laws enacted or
substantively enacted to implement Pillar Two model rules
published by the Organization for Economic Co-operation andDevelopment

Furthermore, there was no material impact on the Consolidated Financial Statements resulting from theapplication of the above standard.

A temporary exception has been provided from the recognition and disclosure requirements about deferred
tax assets and deferred tax liabilities related to Pillar Two model rules, which the Group has retrospectively
applied.
Consequently, the Group does not recognize deferred tax assets and deferred tax liabilities related to Pillar
Two model rules.
(Segment Information)

1. Outline of reportable segments
The Company’s reportable segments are separate components for which discrete financial information isavailable and which are subject to regular review by the board of directors in order to determine the allocationof managerial resources and evaluate financial performance.
The Group is primarily engaged in the domestic convenience store business, Seijo Ishii business,entertainment-related business, financial services business and overseas business while incorporating related
businesses and managed as a group.
Therefore, the Group aggregates its main reportable segments considering the nature of the services
provided and economic characteristics as follows: Domestic Convenience Store Business, Seijo Ishii
Business, Entertainment-related Business, Financial Services Business and Overseas Business.

Regarding Domestic Convenience Store Business, Lawson, Inc. operates a franchise system as well as
undertaking the direct management of stores in Japan as the parent company of LAWSON, NATURALLAWSON, and LAWSON STORE100. Lawson urbanworks, Inc. undertakes the direct management of
LAWSON stores mainly in Tokyo and Chiba prefectures. Lawson Store100, Inc. undertakes the direct
management of LAWSON STORE100 stores and provide management support for franchised stores.
17

Lawson Minamikyushu, Inc. undertakes the direct management of LAWSON stores mainly in Kagoshima
prefecture. SCI, Inc. is a functional subsidiary that comprehensively manages the business process fromprocurement to sales, improving the efficiency of the entire process.
Regarding Seijo Ishii Business, SEIJO ISHII CO., LTD. operates SEIJO ISHII supermarkets.
Regarding Entertainment-related Business, Lawson Entertainment, Inc. conducts the management and salesof concert tickets at LAWSON stores and others, music and video software products at HMV stores and others.
In addition, United Cinemas Co., Ltd. operates multiplex movie theatres. United Cinema Co., Ltd. will havechanged its name to Lawson United Cinemas, Inc. effective March 1, 2024.
Regarding Financial Services Business, Lawson Bank, Inc. operates a banking business.
Regarding Overseas Business, the operating company in each region develops LAWSON stores in the
People’s Republic of China, Thailand, the Philippines and the United States of America (Hawaii).

2. Information on reportable segments
Methods of accounting for reportable segments are described in note “Material Accounting Policy
Information” and are consistent with the accounting policies of the Group.
The Group’s reportable segments are as follows. Segment profit represents operating gross profit lessselling, general and administrative expenses. Intersegment revenues and transactions are based on market prices.

18

Previous fiscal year

(From March 1, 2022 to February 28, 2023)(Millions of yen)
Reportable segment
Others(Note 1)

Adjustments(Note 2)

Total

Seijo Ishii
Business

Entertainment-related
Business

Financial
Services
Business

Overseas
Business

250,292

860

–

–

1,862

–

253,016–

253,016

77,237

109,134

58,016–

72,918–317,307–317,307337,907123

12,001

31,367

19,554

1,952

402,906–

402,906

26,504

27

–

–

622

–

27,154–

27,154

1. Revenue fromexternal customers

691,941

110,146

70,01731,367

94,9591,952

1,000,385–

1,000,385

2. Intersegment
revenue or transfer

5,939

–

2,149

3,118

–

813

12,021(12,021)–

Total

697,881

110,146

72,16734,486

94,9592,765

1,012,406(12,021)1,000,385

Segment profit(loss)

47,611

12,798

4,858

3,848

(4,999)195

64,311–64,311

Segment assets

1,685,636

78,564

101,509413,733

95,7294,493

2,379,666(137,244)

2,242,421

Depreciation andamortization

174,287

6,780

4,881

7,184

16,09372

209,298–

209,298

Impairment losses

9,133

3

92

–

393

–

9,623

–

9,623

Investments inequity method
associates

5,245

–

–

–

382

904

6,532

–

6,532

Capital expenditure

33,907

4,556

1,774

4,060

10,323

46

54,667–54,667

Revenue fromcontracts withcustomers
Income from
franchised stores
Net sales from
Companyoperated stores
Other
Other revenue

Domestic
Convenience
Store Business

Total

Revenue fromexternal customers

Other(Notes)1. The business segments within the “Others” category that do not fall under the main reportable segments
include the Consulting Business, etc.
2. Adjustments to segment assets are due to the elimination of intersegment transactions.

19Current fiscal year

(From March 1, 2023 to February 29, 2024)(Millions of yen)
Reportable segment
Others(Note 1)

Adjustments(Note 2)

Total

Seijo Ishii
Business

Entertainment-related
Business

Financial
Services
Business

Overseas
Business

273,005

877

–

–

3,681

–

277,563–

277,563

86,348111,542

64,923–86,060–348,875–

348,875

356,396105

14,382

32,57624,182

1,806

429,449–

429,449

31,258

18

36

–

762

–

32,076–32,076

1. Revenue fromexternal customers

747,008

112,544

79,342

32,576

114,686

1,806

1,087,964–

1,087,964

2. Intersegment
revenue or transfer

8,388

–

1,542

3,106

–

752

13,789(13,789)–

Total

755,397

112,544

80,88435,682

114,686

2,559

1,101,754(13,789)

1,087,964

Segment profit

69,734

12,247

6,593

2,960

2,501

52

94,090–94,090

Segment assets

1,708,379

79,695102,933

452,649

96,2724,443

2,444,374(146,875)

2,297,498

175,882

7,180

5,055

6,422

16,28872

210,902–210,902

8,698

9

141

–

598

–

9,446

–

9,446

5,218

–

–

–

476

970

6,665

–

6,665

38,947

1,612

1,519

5,236

8,491

(1)

55,806–55,806

Revenue fromcontracts withcustomers
Income from
franchised stores
Net sales from
Companyoperated stores
Other
Other revenue

Domestic
Convenience
Store Business

Total

Revenue fromexternal customers

Other
Depreciation andamortization
Impairment
lossesInvestments inequity method
associates
Capitalexpenditure(Notes)1. The business segments within the “Others” category that do not fall under the main reportable segments
include the Consulting Business, etc.
2. Adjustments to segment assets are due to the elimination of intersegment transactions.

3. Information on products and services
A description is omitted because the products and services are the same as those of the reportable segments.

4. Information by geographical area
(1) Revenue from external customers(Millions of yen)Previous fiscal year
From March 1, 2022 toFebruary 28, 2023

Current fiscal year
From March 1, 2023 to
February 29, 2024

Japan

905,425

973,278

Overseas*

94,959114,686

1,000,385

1,087,964

Total* Overseas mainly includes China.

20(2) Non-current assets (excluding financial assets, deferred tax assets, and retirement benefits)(Millions of yen)Previous fiscal year
As of February 28, 2023
Japan
Overseas*
Total

Current fiscal year
As of February 29, 2024

1,353,582

1,368,468

62,10659,716

1,415,689

1,428,185*Overseas mainly includes China.

5. Information about major customers
There are no external customers that account for 10% or more of the Group’s operating revenues.
(Per Share Information)

1. Basis for the calculation of basic earnings per share
Basic earnings per share and the basis for calculating basic earnings per share were as follows:
Previous fiscal year
From March 1, 2022 toFebruary 28, 2023
Profit attributable to owners of parent (Millions of yen)
Profit not attributable to common shareholders of parent(Millions of yen)
Profit used for calculating basic earnings per share(Millions of yen)
Weighted-average number of shares of common stock(Thousands of shares)
Basic earnings per share (Yen)Current fiscal year
From March 1, 2023 to
February 29, 2024

29,70852,148––29,70852,148100,076

100,078296.86521.08

2. Basis for the calculation of diluted earnings per share
Diluted earnings per share and the basis for calculating diluted earnings per share were as follows:
Previous fiscal year
From March 1, 2022 toFebruary 28, 2023
Profit used for calculating basic earnings per share(Millions of yen)
Profit adjustments (Millions of yen)
Profit used for calculating diluted earnings per share(Millions of yen)
Weighted-average number of shares of common stock(Thousands of shares)
Effect of dilutive securities for share-based compensation(Thousands of shares)
Weighted-average number of shares of common stock after
dilution (Thousands of shares)
Diluted earnings per share (Yen)
Potential shares not included in calculation of diluted earnings
per share due to anti-dilutive effect21

Current fiscal year
From March 1, 2023 to
February 29, 2024

29,70852,148––29,70852,148100,076

100,07886

106

100,162100.184296.60520.53––

(Significant Subsequent Events)
At the meeting on February 6, 2024, the Board of Directors approved a resolution in favor of the tender offer(the “Tender Offer”) that KDDI Corporation (the “Offeror”) has decided to launch for the Company Shares, Shareoptions and American Depository Receipts of the Company. The Company’s opinion as of the same date was toexpress its opinion in favor of the Tender Offer if the Tender Offer is commenced, and recommend that theshareholders of the Company tender their shares in the Tender Offer, and that the Company recommend that theholders of the American Depositary Receipts surrender their American Depositary Receipts to the depositary bankin advance and accept the Tender Offer after receiving delivery of the Company shares represented by theAmerican Depositary Receipts, and to leave it to the discretion of the holders of the Stock Acquisition Rights
whether or not to accept the Tender Offer.
According to the “Notice Regarding Commencement of Tender Offer for Shares of Lawson, Inc. (Securities
Code: 2651)” released by the Offeror on March 27, 2024, the Offeror has decided to commence the Tender Offer
on March 28, 2024. In response, the Company once again expresses its opinion in favor of the Tender Offer andrecommends that all shareholders of the Company tender their shares in the Tender Offer and that all holders of
the American Depositary Receipts surrender their American Depositary Receipts to the Depositary Bank inadvance and receive delivery of the Company shares represented by such American Depositary Receipts, and toleave it to the discretion of the holders of the Share options as to whether or not to accept the Tender Offer.
The above resolutions of the Board of Directors’ meeting held on February 6, 2024 and the Board of Directors’
meeting held on March 27, 2024 were passed on the assumption that, through a series of procedures scheduled
after the Tender Offer, the Company’s shareholders will be only the Offeror and Mitsubishi Corporation (“MC”,
the Offeror and MC collectively, the “Tender Offeror Parties”) and that the Company’s shares are scheduled to
be delisted.

1. Summary of the Offeror
(1)

Name

KDDI Corporation(2)

Address

2-3-2 Nishishinjuku, Shinjuku-ku, Tokyo(3)

Title /Name of
Makoto Takahashi, President, Representative Director and CEO
representative(4)

Details of businessTelecommunications business(5)

Stated capital

141,852 million yen (as of December 31, 2023)(6)

Date of establishment

June 1, 1984

(7)

Major shareholders and

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

16.37%

shareholding ratio

Kyocera Corporation

16.00%(as of September 30,

Toyota Motor Corporation

12.08%2023) (Note 1)

Custody Bank of Japan, Ltd. (trust account)

6.96%

STATE STREET BANK WEST CLIENT - TREATY 505234(Standing Proxy: Settlement & Clearing Services Department,

1.55%

Mizuho Bank, Ltd.)JP Morgan Securities Japan Co., Ltd.

22

1.19%

SSBTC CLIENT OMNIBUS ACCOUNT (Standing proxy: The
Hongkong and Shanghai Banking Corporation Limited, Tokyo

1.05%

Branch)JP MORGAN CHASE BANK 385781 (Standing Proxy:
Settlement & Clearing Services Department, Mizuho Bank,

1.05%

Ltd.)
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

0.93%

STATE STREET BANK AND TRUST COMPANY 505103(Standing Proxy: Settlement & Clearing Services Department,

0.88%

Mizuho Bank, Ltd.)(8)

Relationship between the Company and the Offeror
As of March 27, 2024, the Offeror owns 2,110,000 Company Shares
Capital relationship(Shareholding Ratio (Note 2): 2.11%).
Personnel relationship

Not applicable.
The Offeror has executed the capital and business alliance agreement with

Business relationship

the Company. In addition, the Offeror has executed a business allianceagreement with the Company, MC, and menu, Inc.

Applicablestatusof
Not applicable.

related parties(Note 1) The description of shareholding ratio in “Major shareholders and shareholding ratio (as of September 30,2023)” sets out the ratio of the number of shares held to the total number of the issued shares of the Offeror(excluding treasury shares) as of September 30, 2023 (round down to the second decimal place).
(Note 2) “Shareholding Ratio” refers to the ratio (rounded to the second decimal place) of the number of Company
Shares to the number of shares (100,183,915 shares) which is the total number of issued shares as ofJanuary 12, 2024 described in the Third Quarterly Report for the 49th fiscal year (the “Company’s Third
Quarterly Report”) submitted by the Company on January 12, 2024 of 100,300,000 shares, plus
106,000 Company Shares, to be issued upon exercise of 1,060 Share Options reported by the Company asremaining as of February 29, 2024, minus the number of treasury shares held by the Company as ofFebruary 29, 2024 as reported by the Company (222,085 shares).
2. Purchase price(1) 10,360 yen per Company Shares(2) Share options
1 yen per each of the share options listed below:(I) Share option issued pursuant to the resolution of the Company’s board of directors meeting held on
March 25, 2015 (the “14th Series of Share Options”) (the exercise period is from April 10, 2015
to March 24, 2035)(II) Share option issued pursuant to the resolution of the Company’s board of directors meeting held on
April 13, 2016 (the “16th Series of Share Options”) (the exercise period is from May 2, 2016 toApril 13, 2036)

23

(III) Share option issued pursuant to the resolution of the Company’s board of directors meeting held on
April 12, 2017 (the “17th Series of Share Options”) (the exercise period is from May 1, 2017 toApril 11, 2037)(IV) Share option issued pursuant to the resolution of the Company’s board of directors meeting held on
July 5, 2017 (the “18th Series of Share Options”) (the exercise period is from July 21, 2017 to July4, 2037)(V) Share option issued pursuant to the resolution of the Company’s board of directors meeting held on
May 22, 2018 (the “19th Series of Share Options”) (the exercise period is from June 8, 2018 to
May 21, 2038)(VI) Share option issued pursuant to the resolution of the Company’s board of directors meeting held on
May 21, 2019 (the “20th Series of Share Options”) (the exercise period is from June 7, 2019 to
May 20, 2039)(VII) Share option issued pursuant to the resolution of the Company’s board of directors meeting heldon May 27, 2020 (the “21st Series of Share Options”) (the exercise period is from June 12, 2020
to May 26, 2040)(VIII) Share option issued pursuant to the resolution of the Company’s board of directors meeting heldon May 25, 2021 (the “22nd Series of Share Options”) (the exercise period is from June 11, 2021
to May 24, 2041)(IX) Share option issued pursuant to the resolution of the Company’s board of directors meeting held on
May 25, 2022 (the “23rd Series of Share Options”) (the exercise period is from June 10, 2022 to
May 24, 2042)(X) Share option issued pursuant to the resolution of the Company’s board of directors meeting held on
May 24, 2023 (the “24th Series of Share Options”) (the exercise period is from June 9, 2023 to
May 23, 2043)(3) Depositary receipts for share certificates
10,360 yen per share of the Company Shares related to the American depositary shares deposited with
Citibank, N.A. and Deutsche Bank Trust Company Americas and represented by the American
depositary receipts related to the Company Shares issued by the Depositary Banks in the UnitedStates.

3. Number of share certificates to be purchased
Number of shares to be

Minimum number of shares to be

Maximum number of shares to bepurchasedpurchasedpurchased

47,923,815 shares

14,458,500 shares－ shares

Since the Offeror intends to make only the Tender Offeror Parties the shareholders of the Company, if the Offeror
is unable to acquire all of the shares subject to the Tender Offer in the Tender Offer, the Offeror plans to implementa series of procedures (reverse stock split) to make only the Tender Offeror Parties the shareholders of theCompany.

24

4. Period of Purchase, etc.
From March 28, 2024 (Thursday) to April 25, 2024 (Thursday) (21 business days).

25