モリト（9837） – Notice of Convocation Annual General Meeting 2022

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 shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. To Shareholders with Voting Rights: Securities code: 9837 February 4, 2022 Takaki Ichitsubo Representative Director and President MORITO CO., LTD. 4-2-4, Minami Hommachi, Chuo-ku, Osaka-shi, Osaka, Japan NOTICE OF THE 84TH ANNUAL GENERAL MEETING OF SHAREHOLDERS Please be informed that the 84th Annual General Meeting of Shareholders (this “Meeting”) of MORITO CO., LTD. (the “Company”) will be held as described below. In view of the impact of COVID-19, we strongly encourage all shareholders to refrain from attending this Meeting in person regardless of their health condition, and to exercise their voting rights in writing or via the Internet, etc. When exercising your voting rights in writing or via the Internet, etc., please review the Reference Documents for the General Meeting of Shareholders below and exercise your voting rights by 5:30 p.m. Japan time, Thursday, February 24, 2022. Exercise of voting rights by post (in writing) Please indicate your approval or disapproval for each proposal on the enclosed voting rights exercise form and return it so that it is received by the deadline above. Exercise of voting rights via the Internet, etc. Please review the Guide to Exercise of Voting Rights via the Internet, etc. on page 3 and exercise your voting rights by the deadline above on the voting rights exercise website (https://evote.tr.mufg.jp/) (in Japanese) designated by the Company. 1. Date and Time: 2. Place: Friday, February 25, 2022 at 10:00 a.m. Japan time (Reception will open at 9:15 a.m.) Banquet room Azuchi, 2F, Viale Osaka 3-1-3, Azuchimachi, Chuo-ku, Osaka-shi, Osaka, Japan 3. Meeting Agenda: Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s 84th Fiscal Year (December 1, 2020 – November 30, 2021) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors 2. Non-consolidated Financial Statements for the Company’s 84th Fiscal Year (December 1, 2020 – November 30, 2021) Proposals to be resolved: Proposal 1: Proposal 2: Proposal 3: Appropriation of Surplus Reduction in the Amount of Legal Capital Surplus Election of Five (5) Directors – 1 – We have discontinued the offering of souvenirs to shareholders who attend this Meeting. We appreciate your understanding on this matter. ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ ◼ Please hand in the enclosed voting rights exercise form at the reception when you arrive at the venue on the day of this Meeting. ◼ Of the documents to be provided in this Notice, the following are posted on the Company’s website (http://www.morito.co.jp/ir/stock/) pursuant to provisions of laws and regulations and Article 16 of the Company’s Articles of Incorporation: 1) Notes to Consolidated Financial Statements 2) Notes to Non-consolidated Financial Statements ◼ Any revisions to matters to be stated in the Business Report, Consolidated and Non-consolidated Financial Statements and the Reference Documents for the General Meeting of Shareholders will be posted on the Company’s website (http://www.morito.co.jp/ir/). – 2 – 1. If you are attending this Meeting Please hand in the enclosed voting rights exercise form at the reception when you arrive at the venue on the day of this Meeting. Date and time of this Meeting: 10:00 a.m. Japan time, Friday, February 25, 2022 2. If you are not attending this Meeting Exercising voting rights by post Please indicate your approval or disapproval of each proposal on the enclosed voting rights exercise form and return it so that it is received by the deadline. Deadline of exercise: Received by 5:30 p.m. Japan time, Thursday, February 24, 2022 Exercising voting rights via the Internet, etc. Use the voting rights exercise website designated by the Company, review the Guide to Exercise of Voting Rights via the Internet, etc. and enter your approval or disapproval for each proposal by the deadline. Deadline of exercise: Enter by 5:30 p.m. Japan time, Thursday, February 24, 2022 Multiple exercises of voting rights (1) If you exercise your voting rights both by post and via the Internet, etc. your vote cast via the Internet, etc. will be treated as valid. (2) In the case of duplicate voting via the Internet, etc., the final vote you cast will be treated as valid. Similarly, in the case of duplicate voting via a PC, a smartphone and a mobile phone, the final vote you cast will be treated as valid. 3. Guide to Exercise of Voting Rights via the Internet, etc. Please verify the following before exercising your voting rights via the Internet, etc. Deadline of exercise: Enter by 5:30 p.m. Japan time, Thursday, February 24, 2022 (The website is out of service from 2 a.m. to 5 a.m. every day.) Scanning the QR Code By using the QR Code, you can login on the voting rights exercise website without entering your login ID and temporary password printed on the voting rights exercise form. 1. Scan the QR Code printed on the tab (right side) of the voting rights exercise form. 2. Enter your approval or disapproval of the proposals by following the onscreen instructions. For details, please see the enclosed guide leaflet. You can login using the QR Code only once. If you wish to change your vote after casting your initial vote, please see “Entering your login ID and temporary password” below. Entering your login ID and temporary password Voting rights exercise website 1. Access the voting rights exercise website. 2. Enter your login ID and temporary password printed on the voting rights exercise form. 3. Register a new password. 4. Enter your approval or disapproval of the proposals by following the onscreen instructions. https://evote.tr.mufg.jp/ Inquiries regarding the voting system, etc. Helpdesk at Corporate Agency Division, Mitsubishi UFJ Trust and Banking Corporation TEL: 0120-173-027 (open 9 a.m. to 9 p.m. Japan time, toll-free in Japan) Attention: Any fees incurred when accessing the voting rights exercise website (Internet access fees, etc.) shall be borne by the shareholder. – 3 – For institutional investors: For this Meeting, institutional investors may exercise their votes through electronic means via the Electronic Voting System Platform operated by ICJ, Inc. – 4 – Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of Surplus The Company proposes to pay year-end dividends and appropriate surplus for this fiscal year pursuant to its Basic Policy on Profit Distribution as follows: 1. Year-end dividends (1) Type of dividend property: (2) Allotment of dividend property and its total amount: Cash 17.00 yen per share of the Company’s common stock at a total of 473,272,180 yen Annual dividends will be 26 yen per share for this fiscal year including the interim dividend of 9 yen already paid. (3) Effective date of distribution of surplus: 2. Appropriation of surplus (1) Account item under earnings to increase and its amount: February 28, 2022 General reserve 1,100,000,000 yen (2) Account item under earnings to decrease and its amount: Retained earnings brought forward 1,100,000,000 yen Basic Policy on Profit Distribution The Company’s Basic Policy on Profit Distribution is designed to soundly strengthen the management base and the financial constitution, and to improve profitability. The key stance in our management policy is returning the profits to shareholders. Retained earnings are used for long-term growth by expanding the existing core businesses and searching for new business opportunities with the aim of further enhancing the corporate value in the future. Dividends will be decided by taking into consideration the Company’s financial conditions and net assets, among other factors. ⚫ Sustainable dividends payment ⚫ Maintain a consolidated dividend on equity ratio (DOE) of 1.5% ⚫ A dividends payout ratio relative to profit attributable to owners of parent for the current year is set at 50% or more in principle, depending on business performance, etc. (Provided, however, that the dividend amount is determined after taking into account the impact of significant fluctuations in profit attributable to owners of parent after tax, for fiscal years where there are special factors such as extraordinary income or loss.) – 5 – Proposal 2: Reduction in the Amount of Legal Capital Surplus The Company proposes to reduce the amount of legal capital surplus pursuant to the provisions of Article 448, Paragraph 1 of the Companies Act, by transferring an amount from legal capital surplus to other capital surplus, for the purpose of ensuring the flexibility and agility of capital policy in the future. This will be a transfer between accounts within net assets on the balance sheet, and will not change the total amount of the Company’s net assets. 1. Summary of the reduction in the amount of legal capital surplus (1) Amount of the decrease in legal capital surplus: (2) Amount of the increase in other capital surplus: 2. Effective date of the reduction in the amount of legal capital surplus April 30, 2022 3,319,065,306 yen 3,319,065,306 yen – 6 – No. 1 2 3 Proposal 3: Election of Five (5) Directors The terms of office of all five (5) incumbent Directors will expire at the closing of this Meeting. Accordingly, the Company proposes the election of five (5) Directors. The candidates for Director are as follows: Name Current positions and responsibilities at the Company Takaki Ichitsubo Representative Director and President Bunki Yano Kiyomi Akui Director, Senior Executive Officer, and Division Manager of Strategic Operations Division Director, Senior Executive Officer, Division Manager of Corporate Administrative Division, and Division Manager of Business Management Division 4 Mayumi Ishihara Director 5 Motoo Matsuzawa Director [Male] [Reappointment] [Male] [Reappointment] [Female] [Reappointment] [Female] [Reappointment] [Outside] [Independent] [Male] [Reappointment] [Outside] [Independent] Board of Directors meeting attendance 100% (14/14) 100% (14/14) 100% (14/14) 100% (14/14) 100% (14/14) – 7 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Takaki Ichitsubo (January 18, 1954) [Male] [Reappointment] [Special interests in the Company] None 1 November, 1981 Joined the Company September, 1985 Dispatched to MORITO (EUROPE) B.V. April, 1996 General Manager of Overseas Business Department, Overseas Sales Division, Sales Supervision Headquarters February, 2000 Director and General Manager of Overseas March, 2003 Business Department, Overseas Sales Division, Sales Supervision Headquarters Director and General Manager of Overseas Business Department, Overseas Sales Division February, 2004 Managing Director, Division Manager of Overseas Sales Division, and General Manager of Overseas Business Department, Overseas Sales Division December, 2004 Managing Director and Division Manager of Apparel Business Division December, 2005 Managing Director and Head of Overseas Business Strategy Room December, 2009 Managing Director and Division Manager of Control and Supervision Division November, 2013 Representative Director and President (to date) 101,200 [Reason for nomination as candidate for Director] Ever since joining the Company, he has been engaged in the apparel component business mainly overseas. He was dispatched to our overseas Group company MORITO (EUROPE) B.V. and subsequently took the positions of the Division Manager of Overseas Sales Division, the Division Manager of Apparel Business Division, and in 2009, he became the Division Manager of Control and Supervision Division. From 2013, he has been serving as the Representative Director and President as the chief executive officer. The Company has renominated him as candidate for Director because he has abundant operational experience of our Morito Group as well as insight into the overall management of a trading firm, global business management, administration and operation. – 8 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Bunki Yano (September 30, 1968) [Male] [Reappointment] [Special interests in the Company] None 2 April, 1993 Joined the Company September, 1995 Dispatched to MORITO (EUROPE) B.V. October, 2008 Dispatched to MORITO Enterprise (Hong Kong) Co., Ltd. (currently MORITO SCOVILL HONG KONG COMPANY LIMITED) Executive Director December, 2010 December, 2012 Dispatched to MORITO Enterprise (Hong Kong) Co., Ltd. (currently MORITO SCOVILL HONG KONG COMPANY LIMITED); Executive Director and Deputy Division Manager of Product Business Division, Sales Supervision Headquarters Executive Director attached to Product Business Division, Sales Supervision Headquarters Director in charge of Global Business Promotion February, 2014 December, 2014 Director, Executive Officer, and Division December, 2013 March, 2015 October, 2015 Manager of Overseas Business Division Director, Senior Executive Officer, and Division Manager of Overseas Business Division Director, Senior Executive Officer, Division Manager of Overseas Business Division, and General Manager of Global Strategy & Business Development Department December, 2015 Director, Senior Executive Officer, and General December, 2019 January 2021 Manager of Global Strategy & Business Development Department Director, Senior Executive Officer, and Division Manager of Strategic Operations Division (to date) CEO of MORITO SCOVILL AMERICAS, LLC (to date) 15,200 [Reason for nomination as candidate for Director] Ever since joining the Company, he has been engaged in the apparel component business and product business mainly overseas. He was dispatched to our overseas Group companies MORITO (EUROPE) B.V. and MORITO Enterprise (Hong Kong) Co., Ltd. (currently MORITO SCOVILL HONG KONG COMPANY LIMITED) and subsequently took the positions of the Division Manager of Overseas Business Division, the General Manager of Global Strategy & Business Development Department. Currently he is serving as Director, Senior Executive Officer, and the Division Manager of Strategic Operations Division. The Company has renominated him as candidate for Director because he has abundant operational experience of our Morito Group as well as insight into the overall management of a trading firm, global business management, administration and operation. – 9 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Kiyomi Akui (January 28, 1965) [Female] [Reappointment] [Special interests in the Company] None 3 April, 1987 April, 2010 Joined the Company General Manager of Human Resources Department December, 2012 General Manager of Human Resources Department, Group Management Strategy Division December, 2013 General Manager of Human Resources February, 2014 December, 2014 March, 2016 February, 2019 June, 2019 December, 2020 June 2021 Department, Control and Supervision Division Executive Officer and General Manager of Human Resources Department, Control and Supervision Division Executive Officer and General Manager of Human Resources Department, Corporate Administrative Division Executive Officer, Deputy Division Manager of Corporate Administrative Division, and General Manager of Human Resources Department Director, Senior Executive Officer, Deputy Division Manager of Corporate Administrative Division, and General Manager of Human Resources Department Director, Senior Executive Officer, and General Manager of Human Resources Department Manager of Corporate Administrative Division, and General Manager of Human Resources Department Director, Senior Executive Officer, and Division Manager of Corporate Administrative Division Director, Senior Executive Officer, Division Manager of Corporate Administrative Division, and Division Manager of Business Management Division (to date) December, 2019 Director, Senior Executive Officer, Division 15,400 [Reason for nomination as candidate for Director] Ever since joining the Company, she has been mainly engaged in HR operations, and has taken the positions of the General Manager of Human Resources Department and the Deputy Division Manager of Corporate Administrative Division. She currently serves as Director, Senior Executive Officer, the Division Manager of Corporate Administrative Division, and Division Manager of Business Management Division. The Company has renominated her as candidate for Director because she has abundant operational experience of our Morito Group as well as insight into the overall management of a trading firm, global business planning, administration and operation. – 10 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Mayumi Ishihara (May 3, 1963) [Female] [Reappointment] [Outside] [Independent] [Special interests in the Company] None 4 April, 1986 April, 1997 April, 1997 June, 2010 June, 2013 February, 2016 April, 2016 June, 2016 June, 2018 Joined Kobe District Court Registered with the Osaka Bar Association Joined OH-EBASHI LPC & PARTNERS. (to date) Outside Director, Nitta Gelatin Inc. Auditor (External), Morishita Jintan Co., LTD. Outside Director, the Company (to date) Outside Director and Audit and Supervisory Committee Member, OS Co., LTD. (to date) Outside Director and Audit and Supervisory Committee Member, H2O Retailing Corporation (to date) Outside Director and Audit and Supervisory Committee Member, Morishita Jintan Co., LTD. (to date) Number of shares of the Company held ― [Reason for nomination as candidate for Outside Director and expected roles] She gives guidance on the management of our Morito Group from an objective and expert viewpoint and appropriately supervises business execution based on her legal experience at a law firm. The Company has renominated her as candidate for Outside Director to receive her supervision on management for enhancing corporate value in a sustainable manner. Although she has not been directly involved in corporate management other than through serving as an outside director or outside corporate auditor in the past, the Company determines that she can appropriately execute her duties as an Outside Director for the reasons above. She will have served as Outside Director for six (6) years at the closing of this Meeting. – 11 – No. 5 Name (Date of birth) Motoo Matsuzawa (January 1, 1955) [Male] [Reappointment] [Outside] [Independent] [Special interests in the Company] None Career summary, positions, responsibilities, and significant concurrent positions April, 1978 April, 2001 June, 2003 March, 2007 June, 2012 February, 2017 June, 2018 October, 2019 Joined Dai-Ichi Kangyo Bank, Limited. Joined Mizuho Holdings, Inc. Joined Ferragamo Japan KK Director, Ferragamo Japan KK Auditor, Taiko Pharmaceutical Co., LTD. Outside Director, the Company (to date) Director (Audit and Supervisory Committee Member), Taiko Pharmaceutical Co., LTD. Outside Auditor, CureApp, Inc. (to date) Number of shares of the Company held 3,100 [Reason for nomination as candidate for Outside Director and expected roles] He gives guidance on the management of our Morito Group from an objective viewpoint and appropriately supervises business execution based on his wide-ranging experience in business administration including overseas business at a globally operating financial institution and foreign-owned manufacturing and sales company as well as in business audits. The Company has renominated him as candidate for Outside Director to receive his supervision on management for enhancing corporate value in a sustainable manner. He will have served as Outside Director for five (5) years at the closing of this Meeting. Notes: 1. Candidate Kiyomi Akui’s name on the family register is Kiyomi Hashimoto. 2. The Company has signed a liability limitation agreement with Ms. Mayumi Ishihara and Mr. Motoo Matsuzawa to limit their liability stipulated in Article 423, Paragraph 1 of the Companies Act pursuant to provisions of Article 427, Paragraph 1 of the same Act. If their reelection is approved, the Company will extend their current agreements with them. An overview of the liability limitation agreement is as follows: ⚫ Outside Directors shall be liable for damages incurred due to negligence of their duties up to the minimum amount specified in Article 425, Paragraph 1 of the Companies Act. ⚫ The limitation of liability above is granted provided that the Outside Directors conducted their duties which caused the liability in good faith and without gross negligence. 3. The Company has designated Ms. Mayumi Ishihara and Mr. Motoo Matsuzawa as independent directors pursuant to provisions of Tokyo Stock Exchange, Inc., and has notified the Exchange accordingly. 4. Mr. Motoo Matsuzawa belonged to Mizuho Holdings, Inc. until March, 2003. Currently, Mizuho Holdings, Inc. (including its group companies) has transactions with the Company, but as almost nineteen (19) years has passed since he retired from office, the Company deems the entity has no special interests with him. 5. The Company has entered into a directors and officers liability insurance (D&O insurance) contract with an insurance company, as prescribed in Article 430-3, Paragraph 1 of the Companies Act, and it is anticipated that all candidates under this proposal will be insured parties under the contract. The scope of insured parties under the contract includes all Directors, Corporate Auditors, Executive Officers, and externally dispatched officers of the Company and its subsidiaries. The insurance covers losses including legal damages associated with corporate litigations, third party litigations, shareholder derivative action, among others. However, the insurance does not cover claims for legal damages arising from intentional acts or gross negligence. The Company bears the full amount of the insurance premiums. – 12 – (Reference) Skills Matrix Name Corporate management Global business Branding, marketing, and sales Finance, Accounting, and M&A Personnel and HR development Directors Kiyomi Akui Takaki Ichitsubo Bunki Yano Mayumi Ishihara (Outside) Motoo Matsuzawa (Outside) Kiyoshi Ichikawa Corporate Auditors Kosuke Matsumoto (Outside) Motoshi Ishibashi (Outside) ● ● ● ● ● ● ● ● ● ● ● ● ● ● Risk management, legal affairs, and ESG ● ● ● ● ● ● ● ● Note: In the list above, marks have been placed corresponding to each officer’s particular fields of specialization, such as fields where they have career experience in related divisions. It is not a complete representation of the knowledge and experience possessed by each officer. – 13 –