バロックジャパンリミテッド（3548） – NOTICE OF THE 23RD ANNUAL SHAREHOLDERS’ MEETING

Note: If there is any inconsistency or conflict between English and Japanese versions of this information, the Japanese version shall prevail. To Shareholders with Voting Rights: (Stock Code 3548) April 28, 2022 Hiroyuki Murai Representative Director and President Baroque Japan Limited 4-7-7 Aobadai, Meguro-ku, Tokyo, Japan NOTICE OF THE 23RD ANNUAL SHAREHOLDERS’ MEETING We would like to express our appreciation for your continued support and patronage. You are cordially invited to the 23rd Annual Shareholders’ Meeting of Baroque Japan Limited (the “Company”). The meeting will be held for the purposes as described below. If you are unable to attend the meeting, you can exercise your voting rights in writing or electromagnetic methods (internet, etc.). Please review the attached Reference Documents for the Shareholders’ Meeting, indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form, and exercise your voting rights by 7 p.m. on Wednesday, May 25, 2022 Japan time. 1. Date and Time: 2. Venue: 3. Meeting Agenda: Matters to be reported: Thursday, May 26, 2022 at 10 a.m. Japan time (reception will open at 9:30 a.m.) B2F Ballroom, Cerulean Tower Tokyu Hotel 26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo, Japan 1. Business Report, Consolidated Financial Statements for the Company’s 23nd Term (March 1, 2021 – February 28, 2022) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board 2. Non-Consolidated Financial Statements for the Company’s 23nd Term (March 1, 2021 – February 28, 2022) Proposals to be resolved: Proposal No. 1: Partial amendment of articles of corporation Proposal No. 2: Election of Eight (8) Directors -1- ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Please bring the enclosed Voting Rights Exercise Form and submit it at the reception when attending the meeting. Among the documents that should be provided in this convocation notice, “Notes to the Consolidated Financial Statements” and “Notes to the Non-Consolidated Financial Statements” are posted on the Company’s website (https://www.baroque-global.com/en/ir) pursuant to provisions of laws and regulations as well as Article 14 of the Articles of Incorporation. Therefore, they are not presented in this convocation notice. Any updates to the Reference Documents for the Shareholders’ Meeting, the Business Report, the Non-Consolidated Financial Statements or the Consolidated Financial Statements will be posted on the Company’s website (https ://www. baroque-global.com/en/ir). Information of Exercising Voting Rights Participation on the day Date and Time Reception will open at 9:30 a.m. Thursday, May 26, 2022 at 10 a.m. Japan time Please submit the enclosed voting rights exercise form to the reception desk at the venue. Please bring this booklet with you on the day of the shareholders’ meeting to save paper resources. Non-participation on the day Exercise by Mail Exercise Deadline Must reach us no later than Wednesday, May 25, 2022, 7 p.m. Please indicate your approval or disapproval of the agenda on the enclosed Voting Rights Exercise Form and return it so that it arrives by the above exercise deadline. Exercise by Internet Exercise Deadline Must reach us no later than Wednesday, May 25, 2022, 7 p.m. Please access our designated voting rights exercise website（https://soukai.mizuho-tb.co.jp/）and enter your approval or disapproval of the resolution by the exercise deadline. In case of more than one exercising, the latest result shall prevail. If you exercise your voting rights in duplicate with voting rights exercise document and the method via the Internet, the exercise of your voting rights via the Internet will be valid. -2- Exercise by Internet １ Visit the voting website. Voting Website https://soukai.mizuho-tb.co.jp/ Click “Next” ２ Please enter the “voting right exercise code” written on the voting right exercise form. Enter the “voting right exercise code” and click “Next” ３ Please enter the “Voting Rights Exercise Code” written on the Voting Rights Exercise Form and the “Password” written on the form. Enter the “Initial Password” and set a new password Click “Registration” ※ the “Voting Rights Exercise Code” and “Initial Password” are printed on the back of the enclosed voting right exercise form. ※ The costs of connecting and using the internet, shall be borne by shareholders. Each method of exercising voting rights via the Internet has been confirmed to work with general Internet-connected devices, unseniceable may also occur depending on the equipment and conditions used. ４ Please enter your approval or disapproval by following the instructions on the screen. Inquiries regarding operation methods, etc. Mizuho Trust & Banking Securities Agency Department 0120-768-524 （Reception hours: 9am-9pm except the year-end and New Year holidays.） Inquiries other than matters related to exercising voting rights. Mizuho Trust & Banking Securities Agency Department Shareholder-only call centre 0120-288-324 （Reception hours: weekdays 9am-5pm） To all the institutional investors If you apply in advance to use the electronic voting platform for institutional investors operated by ICJ, Inc., you can exercise your voting rights from that platform. -3- Reference Documents for the Shareholders’ Meeting Proposals and References Proposal No. 1: Partial amendment of articles of incorporation 1．Reason for Proposal With the enforcement of the revised provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of the First Year of Reiwa) on September 1, 2022, the documents for the shareholders’ meeting In order to prepare for the introduction of the electronic provision system, the articles of incorporation of the Company will be amended as follows. Since it is obligatory to stipulate in the Proposals of Incorporation that electronic provision measures will be taken for the information contained in the reference documents for the shareholders’ meeting, Proposal No. 14, Item 1 of the proposed amendment will be newly established. In order to limit the scope of matters to be stated in the document to be delivered to the shareholders who have requested the written delivery, Proposal No. 14, Item 2 of the proposed amendment will be newly established. Provisions for providing reference documents for the shareholders’ meeting, which are deemed to be disclosed on the Internet (current Articles of Incorporation, Proposal No. 14) are no longer necessary and will be deleted. (4) With the above new establishment / deletion, supplementary provisions regarding the effective date, will be established. (1) (2) (3) 2．Details of Amendments to the Articles of Incorporation The details of changes are as follows. (changed parts are underlined) Proposed Change (Deletion) Current articles of incorporation (Provided as Internet disclosure of reference documents for the shareholders’ meeting) Proposal No. 14 When convening a shareholders’ meeting, the Company will disclose information related to matters to be stated or displayed in the reference documents for the shareholders’ meeting, business reports, financial statements and consolidated financial statements by using the Internet in accordance with the Ordinance of the Ministry of Justice. Therefore, it can be regarded as provided to the shareholders. (Newly established) (Electronic provision of reference documents for shareholders’ meeting) At the time of convening the shareholders’ meeting, the Company shall take electronic measures to provide the information contained in the reference documents for the shareholders’ meeting. 2. The Company may not describe all or part of the matters to be provided electronically as specified by the Ordinance of the Ministry of Justice in the document to be delivered to the -4- (Newly established) Supplementary Provision shareholders who requested the issuance in writing by the record date of voting rights. 1. The deletion of Proposal No. 14 of the Articles of Incorporation before the amendment (provided as Internet disclosure of reference documents for the shareholders’ meeting) and the new establishment of Proposal No. 14 of the Articles of Incorporation after the amendment (measures for electronic provision of the shareholders’ meeting) are September 1, 2022. It shall take effect from the day. reference documents for 2. Despite the provisions of the preceding paragraph, Proposal No. 14 of the Articles of Incorporation before the amendment shall still be effective for a shareholders’ meeting whose date is the day until the end of February 2023. 3. This Supplementary Provision shall be deleted on March 1, 2023 or on the day three months after the date of the shareholders’ meeting set forth in the preceding paragraph, whichever is later. Proposal No. 2: Election of Eight Directors The terms of office of all eight Directors currently in office will expire at the conclusion of this year’s Annual Shareholders’ Meeting. Accordingly, the election of eight Directors is proposed. The candidates for Directors are as follows. No. Name 1 Hiroyuki Murai Reappoint 2 Akihito Fukasawa Reappoint Positions and responsibilities in the Company Representative Director, President and Chief Executive Officer Executive Director and Deputy Chief Executive Officer, General Manager, Unit Manager, The First Unit General Manager, EC Business Division Task Force on SCM Reform Nobuhide Hayashi Outside Director 3 4 5 6 7 8 Fang Sheng Xiaoling Hu Kunihisa Hama Yingnan Zhang Reappoint Outside Director Independent Director Reappoint Outside Director Reappoint Outside Director Reappoint Outside Director Independent Director Reappoint Outside Director Independent Director Reappoint Outside Director -5- Outside Director Outside Director Outside Director Outside Director Kyosuke Shinozawa Outside Director No. Name (Date of birth) Number of shares of the Company held Hiroyuki Murai Reappoint (July 26, 1961) 1,048,100 shares Number of years in office as a director：fourteen years and three months (At the conclusion of this Annual Shareholders’ Meeting) Attendance at the Board of Directors: 15/15 times (100%) 1 Career summary, positions and responsibilities in our company Aug 1985 Apr 1994 Apr 1995 Jul 1997 Oct 2006 Jan 2007 Apr 2007 Feb 2008 May 2009 May 2013 Sep 2013 Nov 2013 Feb 2014 Feb 2015 Joined Canon Inc. President, KAI LUNG CONSULTANTS LIMITED President, CENTURY GROW LIMITED President, Hong Kong local subsidiary, Japan Air System Co., Ltd. (presently Japan Airlines Co., Ltd.); President, Hong Kong local subsidiary, JAS Trading Co., Ltd. (presently JALUX Inc.) Representative Director and Chairman, Fakedelic Holdings Co., Ltd. Managing Director, BAROQUE HK LIMITED Representative Director, Chairman and President, Fakedelic Holdings Co., Ltd.; Representative Director and Chairman, Baroque Japan Limited (the former BJL) Representative Director, President and Chief Executive Officer, the Company Representative Director, Baroque (Shanghai) Trading Ltd. (to present) Representative Director, President, Chief Executive Officer and Chief Operating Officer, the Company Director, BAROQUE CHINA LIMITED; Managing Director (to present); Director, BAROQUE CHINA APPARELS LIMITED (to present); Director, Baroque (Shanghai) Clothing Ltd. (to present) Representative Director, Baroque (Shanghai) Enterprise Development Ltd. (to present) Representative Director, President and Chief Executive Officer, the Company (to present); Managing Director, FRAME LIMITED (to present) Director and Chairman, BAROQUE HK LIMITED (to present) Director, BAROQUE USA LIMITED (to present) Apr 2016 Significant concurrent positions Director and Chairman, BAROQUE HK LIMITED Representative Director, Baroque (Shanghai) Trading Ltd. Director, BAROQUE CHINA LIMITED; Managing Director Director, BAROQUE CHINA APPARELS LIMITED Director, Baroque (Shanghai) Clothing Ltd. Representative Director, Baroque (Shanghai) Enterprise Development Ltd. Managing Director, FRAME LIMITED Director, BAROQUE USA LIMITED Reasons for selection as a candidate for Director Mr. Hiroyuki Murai possesses rich expertise in the field of global business, including business in China, and has led the Group ever since he became the Company’s representative, with a focus on expanding the global SPA business. Based on his track record, we request for his continued election as a Director of the Company. -6- No. Name (Date of birth) Number of shares of the Company held Akihito Fukasawa Reappoint (January 21, 1975) 128,000 shares Number of years in office as a director：four years and one month (At the conclusion of this Annual Shareholders’ Meeting) Attendance at the Board of Directors: 15/15 times (100%) Career summary, positions and responsibilities in our company Mar 2001 Mar 2005 Feb 2008 Apr 2011 Jan 2014 Jul 2015 Apr 2016 May 2017 Feb 2018 Apr 2018 Mar 2019 May 2019 Mar 2021 Mar 2022 Apr 2022 Joined Fakedelic K.K. Representative Director, Jackpot Production Co., Ltd. Executive Officer, General Manager, SHEL’TTER Business Department, the Company Senior Executive Officer, General Manager, SHEL’TTER Business Division, and General Manager, SHEL’TTER Business Department Senior Executive Officer, General Manager, Outlet and Wholesale Business Department, and General Manager, Overseas Business Department Senior Executive Officer, General Manager, Overseas Business Department, and Deputy General Manager, Sales Control Division Director, BAROQUE USA LIMITED (to present) Managing Executive Officer, Unit Manager, The Second Unit, and General Manager, Overseas Business Department, the Company Managing Executive Officer, General Manager, Global Business Division, the Company Director, Managing Executive Officer, General Manager, Global Business Division, the Company Director, Managing Executive Officer, General Manager, Sales Management Headquarters, the Company Executive Director and Deputy Chief Executive Officer, General Manager, Sales Management Headquarters, the Company (to present) Unit Manager, The First Unit, the Company (to present) General Manager, EC Business Division, the Company (to present) Task Force on SCM Reform, the Company (to present) Significant concurrent positions Director, BAROQUE USA LIMITED Reasons for selection as a candidate for Director Mr. Akihito Fukasawa has been involved in the fashion industry for many years, and was mainly in charge of promoting the Company’s domestic and overseas apparel business. We believe that he can capitalize on his accumulated experience and track record to lead the Company’s global business. Therefore, we request for his continued election as a Director. 2 -7- No. Name (Date of birth) Number of shares of the Company held Nobuhide Hayashi Reappoint Outside Director Independent Director (March 27, 1957) 0 shares Number of years in office as a director：three years (At the conclusion of this Annual Shareholders’ Meeting) Attendance at the Board of Directors: 15/15 times (100%) 3 Career summary, positions and responsibilities in our company Apr 1980 Apr 2007 Apr 2009 Jun 2011 Apr 2013 Jun 2013 Jul 2013 Apr 2014 Apr 2017 Mar 2019 Apr 2019 May 2019 Jun 2019 Jun 2020 Joined The Fuji Bank, Limited Executive Officer, General Manager of Sales Department 13, Mizuho Corporate Bank, Ltd. Managing Executive Officer in charge of Business Promotion Managing Executive Director, Head of International Banking Unit Deputy President and Executive Officer, Deputy President in charge of International Banking Unit, Mizuho Financial Group, Inc. Deputy President and Executive Officer, Deputy President in charge of MHCB International Banking Unit Collaboration, Mizuho Bank, Ltd. Member of the Board of Directors, Deputy President in charge of International Banking Unit, Mizuho Corporate Bank, Ltd. Member of the Board of Directors, Executive Vice President in charge of International Banking Unit Member of the Board of Directors, Deputy President in charge of International Banking Unit, Mizuho Bank, Ltd. President, Member of the Board of Directors Chairman, Member of the Board of Directors Outside Director, Kao Corporation (to present) Executive Advisor, Mizuho Bank, Ltd. (to present) Outside Director, the Company (to present) Outside Audit & Supervisory Board Member, JTB Corp. (to present) TOBU RAILWAY CO.,LTD. Outside Audit & Supervisory Board Director (to present) Significant concurrent positions Executive Advisor, Mizuho Bank, Ltd. Outside Director, Kao Corporation Outside Audit & Supervisory Board Member, JTB Corp. TOBU RAILWAY CO.,LTD. Outside Audit & Supervisory Board Director Reasons for selection as a candidate and expected role for Outside Director Mr. Nobuhide Hayashi has many years of International experience in the financial and financial fields at major financial institutions, as well as rich experience and extensive insight as a manager. To strengthen the management supervision function for the sustainable growth of our company and the enhancement of corporate value, especially from the viewpoint of global business development and financial business strategy, we request for his continued election as an Outside Director. He serves as an member for nomination and compensation advisory committee. -8- No. Career summary, positions and responsibilities in our company Name (Date of birth) Number of shares of the Company held Fang Sheng Reappoint Outside Director (November 11, 1972) 0 shares Number of years in office as a director：eight years and nine months (At the conclusion of this Annual Shareholders’ Meeting) Attendance at the Board of Directors: 14/15 times (93%%) 4 Nov 1993 Shanghai Office, Gulf Semiconductor Ltd. Nov 2005 May 2007 May 2011 Dec 2011 Apr 2013 Aug 2013 Sep 2013 Nov 2013 Jun 2019 Feb 2022 Regional Manager, Belle International Holdings Limited Group SVP & Head of Eastern China Region, Belle International Holdings Limited Executive Director, Belle International Holdings Limited (to present) Deputy Chairman, Smile Charity Foundation (to present) Adjunct Professor of Innovation and Entrepreneurship, Tongji University Outside Director, the Company (to present) Director, BAROQUE CHINA APPARELS LIMITED (to present); Representative Director, Baroque (Shanghai) Clothing Ltd. (to present) Director, Baroque (Shanghai) Enterprise Development Ltd. (to present) Non-executive Director, Topsports International Holdings Limited (to present) Executive Director & CEO, Belle Fashion Group (to present) Significant concurrent positions Executive Director, Belle International Holdings Limited Deputy Chairman, Smile Charity Foundation Director, BAROQUE CHINA APPARELS LIMITED Representative Director, Baroque (Shanghai) Clothing Ltd. Director, Baroque (Shanghai) Enterprise Development Ltd. Non-executive Director, Topsports International Holdings Limited Executive Director & CEO, Belle Fashion Group Reasons for selection as a candidate and expected role for Outside Director Mr. Fang Sheng has an experience and extensive insight in corporate management in China. Because he also serves as an Executive Director of our strategic business partner Belle International Holdings Limited, we hope that he will contribute further development of the Chinese joint venture so we request for his election continued as an Outside Director. -9- No. 5 Name (Date of birth) Number of shares of the Company held Xiaoling Hu Reappoint Outside Director (August 5, 1970) 0 shares Number of years in office as a director：eight years and nine months (At the conclusion of this Annual Shareholders’ Meeting) Attendance at the Board of Directors: 15/15 times (100%) Career summary, positions and responsibilities in our company Jul 1995 Certified Public Accountant, Arthur Andersen & Co. May 1999 China International Capital Corporation Limited Aug 2002 Sep 2005 CDH Investments Management (Hong Kong) Limited, Managing Director Non-executive Director, Belle International Holdings Limited (to present) Aug 2013 Outside Director, the Company (to present) May 2015 Non-executive Director, Dali Foods Group Company Limited (to present) Jun 2019 Jun 2020 Jan 2021 Non-executive Director, Topsports International Holdings Limited (to present) CDH Investments Management (Xiamen) Limited, Managing Director (to present) Hangzhou Beika Industrial Co., Limited, Director (to present) Significant concurrent positions Non-executive Director, Belle International Holdings Limited Non-executive Director¸Dali Foods Group Company Limited Non-executive Director, Topsports International Holdings Limited Managing Director, CDH Investments Management (Xiamen) Limited Director, Hangzhou Beika Industrial Co., Limited Reasons for selection as a candidate and expected role for Outside Director Ms. Xiaoling Hu has rich experience and extensive insight in corporate management in China as well as Asia. Because she also serves as a Non-Executive Director of our strategic business partner Belle International Holdings Limited, we hope that she will contribute further development of the Chinese joint venture and global management, so we request for her election continued as an Outside Director. -10- No. Career summary, positions and responsibilities in our company Name (Date of birth) Number of shares of the Company held Kyosuke Shinozawa Reappoint Outside Director Independent Director (March 1, 1937) 0 shares Number of years in office as a director：thirteen years and one month (At the conclusion of this Annual Shareholders’ Meeting) Attendance at the Board of Directors: 15/15 times (100%) Apr 1960 Joined the Ministry of Finance May 1995 Administrative Vice Minister May 1998 Governor, The Overseas Economic Cooperation Fund, Japan Oct 1999 Executive Managing Director, Japan Bank for International Cooperation Jun 2001 Governor, Japan Bank for International Cooperation Jan 2008 Apr 2009 President, Incorporated Foundation Capital Markets Research Institute (presently Public Interest Incorporated Foundation Capital Markets Research Institute) Outside Director, the Company (to present) Oct 2019 Advisor, Public Interest Incorporated Foundation Capital Markets Research Institute (to present) Significant concurrent positions Advisor, Public Interest Incorporated Foundation Capital Markets Research Institute Reasons for selection as a candidate and expected role for Outside Director Mr. Kyosuke Shinozawa has a wealth of knowledge, experience and a wide range of insights cultivated through his abundant background in the Ministry of Finance and in the field of international finance, so we have deemed that he can carry out his duties as an outside director. We expect him to make proposal for overall management from domestic and overseas financial market trend for our sustainable growth and enhancement of corporate value, so we request for his continued election as an Outside Director. Although he has never been directly involved in corporate management other than as an Outside Director, on top of his experience and insight, based on his track record since assuming the position of the Company’s Outside Director, we have deemed that he is qualified to be an Outside Director of the Company who is responsible for continuously strengthening the corporate governance. He serves as an member for nomination and compensation advisory committee. -11- 6 No. Career summary, positions and responsibilities in our company Name (Date of birth) Number of shares of the Company held Kunihisa Hama Reappoint Outside Director Independent Director (December 2, 1934) 0 shares Number of years in office as a director：six years and one month (At the conclusion of this Annual Shareholders’ Meeting) Attendance at the Board of Directors: 15/15 times (100%) Apr 1959 Dec 1991 Dec 1993 Jan 1996 Dec 1997 Jun 1998 Aug 2001 Jun 2002 Dec 2006 Jun 2008 Jun 2010 Aug 2013 Apr 2016 Jun 2016 7 Appointed as a prosecutor Director General, Criminal Affairs Bureau, Ministry of Justice Vice-Minister of Justice Superintending Prosecutor, Tokyo High Public Prosecutors Office Registered as a lawyer Outside Audit & Supervisory Board Member, MIROKU JYOHO SERVICE CO., LTD. Outside Audit & Supervisory Board Member, YOMIURI LAND CO., LTD. Outside Director, Japan Securities Depository Center, Incorporated Chairperson, Compliance Committee, the Company (to present) Outside Audit & Supervisory Board Member, YUKI GOSEI KOGYO CO., LTD.; Outside Director, NITTO BOSEKI CO., LTD. Outside Audit & Supervisory Board Member, KAJIMA CORPORATION Outside Audit & Supervisory Board Member, the Company Outside Director (to present) Outside Director, ENSUIKO SUGAR REFINING CO., LTD. Reasons for selection as a candidate and expected role for Outside Director Besides capitalizing on his rich experience and extensive insight in the legal field and in legal administration, Mr. Kunihisa Hama has an experience as the Company’s Outside Audit & Supervisory Member and Chairperson of the Company’s Compliance Committee in the management. For the sustainable growth of our company and the enhancement of corporate value, mainly in the risk management and compliance fields for strengthening the management supervision function we request for his continued election as an Outside Director. Although he has never been directly involved in corporate management other than as an Outside Director, we have deemed that he is qualified to be an Outside Director of the Company and able to carry out his duties for the above reasons. He serves as an member for nomination and compensation advisory committee. -12- No. Name (Date of birth) Number of shares of the Company held Yingnan Zhang Reappoint Outside Director (May 8, 1984) 0 shares Number of years in office as a director：three years (At the conclusion of this Annual Shareholders’ Meeting) Attendance at the Board of Directors: 15/15 times (100%) Career summary, positions and responsibilities in our company Jul 2007 Senior Analyst, BOC International (China) Limited May 2010 Joined ORIX Corporation July 2010 Investment Manager, ORIX (China) Investment Company Limited May 2013 Vice President, ORIX Financial Services Hong Kong Limited May 2014 Senior Vice President, ORIX Asia Capital Limited Apr 2017 Executive Director 8 May 2019 Outside Director, the Company (to present) Apr 2020 Senior Executive Director, ORIX Asia Capital Limited (to present) Mar 2022 Chief Executive Officer, ORIX Asia Asset Management Limited (to present) Significant concurrent positions Senior Executive Director, ORIX Asia Capital Limited Chief Executive Officer, ORIX Asia Asset Management Limited Reasons for selection as a candidate and expected role for Outside Director Ms. Yingnan Zhang has a rich experience and extensive insight in the investment business in China and Asia for the development of the Company’s global corporate management. We request for her continued election as an Outside Director from the perspective of our sustainable growth and enhancement of corporate value, we expect her to contribute to the development of global business that we are aiming for. -13- (Notes) 1. Mr. Fang Sheng is concurrently serving as the Executive Director of Belle International Holdings Limited, which indirectly controls a major shareholder of the Company, MUTUAL CROWN LIMITED. In addition, Baroque (Shanghai) Clothing Ltd., at which he serves as Representative Director is the Company’s equity method associate, and there is a transactional relationship involving the use of the Company’s brand trademark rights between said company and the Company. 2. Ms. Yingnan Zhang is concurrently serving as Senior Executive Director of ORIX Asia Capital Limited, and Chief Executive Officer of ORIX Asia Asset Management Limited a company indirectly controlled by ORIX Corporation, a major shareholder of the Company. 3. Ms. Xiaoling Hu is concurrently serving as the Managing Director of CDH Investments Management (HK) Limited, which indirectly controls a major shareholder of the Company, CDH RUNWAY INVESTMENT (HK) LIMITED. 4. No significant transactions or other material interest exists between the Company and other 5. corporations at which the other candidates concurrently serve. In accordance with Article 27, Paragraph 2 of the Articles of Incorporation and Article 427, Paragraph 1 of the Companies Act, the Company can enter into an agreement with Directors (excluding Executive Directors) to limit their liability for damages to the Company within a certain scope. Accordingly, the Company has entered into a liability limitation agreement with Mr. Nobuhide Hayashi, Mr. Fang Sheng, Ms. Xiaoling Hu, Mr. Kyosuke Shinozawa, Mr. Kunihisa Hama, and Ms. Yingnan Zhang, and the Company plans to continue the said agreement with each of them if their reelection is approved. 6. Mr. Nobuhide Hayashi, Mr. Kyosuke Shinozawa and Mr. Kunihisa Hama satisfy the requirements for independent directors based on the provisions of Tokyo Stock Exchange, Inc. 7. Mr. Nobuhide Hayashi concurrently serves as Executive Advisor of Mizuho Bank, Ltd., which is a lender of the Company and also served as Chairman of the Board of Directors of Mizuho Bank, Ltd. until March 2019. However, since Mizuho Bank, Ltd. is not the Company’s main bank, we judge that there is no issue with respect to the independence of Mr. Nobuhide Hayashi. 8. The Company has entered into a Directors and Officers Liability Insurance (D & O insurance) contract in which all directors are insured, and damages that may occur as a result of the insured director being responsible for the execution of his / her duties or receiving a claim for pursuing such liability are covered. If each candidate is reappointed as a director, he / she will continue to be insured under the insurance contract and will renew the insurance contract in December 2022. -14- Reference The expertise, experience, and expected roles of directors when Proposal No. 2 is approved are as follows. Expertise, experience and expected role Business management Business strategy, branding, marketing Global Financial Accounting Governance, risk management Other business knowledge Name Hiroyuki Murai Akihito Fukasawa Nobuhide Hayashi Xiaoling Hu Kyosuke Shinozawa Kunihisa Hama Positions and responsibilities in the Company Representative Director, President and Chief Executive Officer Executive Director and Deputy Chief Executive Officer Outside Director （Independent Director） Outside Director Outside Director Outside Director （Independent Director） Outside Director （Independent Director） Fang Sheng ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● Finance ● ● ● ● ● ● ● ● ● Retail industry knowledge ● Business investment ● Finance, taxation business ● Legal affairs, compliance ● Business investment Yingnan Zhang Outside Director ● ● * Items that are particularly expected for each person are listed. * It does not represent all the knowledge and experience of each person. -15- (Appendix) Business Report (March 1, 2021– February 28, 2022) 1. Overview of the Group (1) Business in the Fiscal Year under Review 1) Business Progress and Results During the fiscal year ended February 28, 2022, the Japanese economy has repeatedly downturn and recovered due to the frequent issuance of State of Emergency and Covid-19 quasi-emergency all over the country. In addition to this, the severe business environment continues, with concerns about rise in raw material prices and rising crude oil prices and transportation costs mainly due to the increase of geopolitical risks. Under these circumstances, the Group’s domestic business was affected by refraining from going out until the first half of the year, however in the third quarter of the current fiscal year, the flow of people recovered due to the lift of the State of Emergency, and at the same time, the temperature dropped, and showed a strong performance. Then, in the fourth quarter, despite the impact of the rapid expansion of Omicron variant, domestic sales of the fiscal year ended February 28, 2022, increased year-on-year. Furthermore, EC sales have increased by 110.6% year-on-year due to the successful promotion of OMO measures utilizing SNS. As a result, in the fiscal year ended February 28, 2022, domestic sales and gross profit significantly exceeded the same period of the previous year. In addition, as the company continues to work on cost reductions, SG&A expenses ratio improved year-on-year, and operating profit and recurring profit significantly exceeded the same period of the previous year. Regarding the US business in the overseas business, brand recognition for wealthy people in North America has increased, and the demand for the mainstay luxury made-in Japan denim is still strong, and by promoting a business model centered on EC and wholesale (for luxury department stores and select stores), the US business grew significantly. As for the Chinese Joint Venture with Belle International Holdings Limited (hereon, Belle), our strategic business partner within the Joint Venture, in the first half of the year, business performance was strong, however, due to the spread of the Covid-19 epidemic in China from last fall, although it was affected by action restrictions in the second half, EC growth also contributed to a significant increase in sales and profits in the Chinese business compared to the previous year. As for the number during the fiscal year ended February 28, 2022, the number of domestic stores was 367 (278 directly managed, 89 through franchise) and the number of overseas stores was 6 (4 directly managed) – for a total of 373 stores. In addition, the number of stores in the Chinese retail business operated through Joint Venture with Belle has reached 332. -16- As a result of the above, in the fiscal year ended February 28, 2022, consolidated turnover was 59,139 million yen (16.9% increase from the prior year), operating profit was 2,752 million yen (109.7% increase from the prior year), recurring profit was 2,846 million yen (139.7% increase from the prior year), and net income attributable to shareholders of the Parent Company was 1,471 million yen (291.6% increase from the prior year). -17- (Turnover by Country) Turnover and composition by country are as follows: Country For the fiscal year under review Turnover (million yen) Composition (%) Profit for the fiscal year under review 50,108 7,460 1,570 59,139 84.7 12.6 2.7 100.0 115.4 117.8 188.8 116.9 Japan China (including Hong Kong) United States Total 2) Capital Investments During the fiscal year under review, the Group made capital investments that amounted to a total of 984 million yen. The main investments are as follows: Rental and guarantee deposits related to new store openings Investments in store facilities related to new store openings and store renovations 140 million yen 395 million yen During the fiscal year ended February 28, 2022, we repaid 3,000 million yen of short-term loans, but in preparation for the unstable business environment due to the effect of Covid-19 epidemic, we raised 2,000million yen as short-term loans from financial institution. 4) Business Transfers, Absorption-Type Splits and Incorporation-Type Splits 3) Financing Not applicable. Not applicable. 5) Acceptance of Business Transfers from Other Companies 6) Succession of Rights and Obligations Concerning Businesses of Other Corporations, Etc. due to Absorption-Type Mergers or Absorption-Type Splits Not applicable. 7) Shares and Other Equity in Other Companies, Acquisition or Disposal of Subscription Rights to Shares, Etc. Not applicable. -18- (2) Assets and Income The assets and income of the Group are as follows: Item 20th term (Year ended January 31, 2019) 21st term (Year ended February 29, 2020) 22nd term (Year ended February 28, 2021) 23rd term (Year ended February 28, 2022) (Fiscal year under review) Turnover (million yen) Net profit (million yen) Earnings per share (yen) Total assets (million yen) Equity (million yen) Net assets per share (yen) year. the fiscal year. 71,034 65,880 50,590 59,139 2,944 81.42 40,715 20,365 530.41 2,871 79.22 38,282 21,492 562.48 375 10.44 38,343 20,911 536.18 1,471 40.87 38,632 22,437 562.36 (Notes) 1. Earnings per share is calculated using the average number of outstanding shares for the fiscal 2. Net assets per share is calculated using the total number of outstanding shares as of the end of 3. The Company’s 20th term consisted of the 13 months from February 1, 2018, to February 28, 2019, pursuant to the change in the fiscal year. (3) Significant Parent Companies and Subsidiaries 1) Relationship with Parent Companies Not applicable. 2) Material Subsidiaries as follows: Material subsidiaries of the Company as of the end of the fiscal year under review are Company name Capital Principal businesses BAROQUE HK LIMITED Baroque (Shanghai) Trading Ltd. BAROQUE CHINA LIMITED HKD 257,000 thousand HKD 90,600 thousand HKD 26,000 thousand Baroque (Shanghai) Enterprise Development Ltd. CNY 20,000 thousand FRAME LIMITED HKD 1 The Company’s holding of voting rights 100.0% 100.0% (100.0%) 51.0% (51.0%) 51.0% (51.0%) 100.0% (100.0%) Import, export and sale of clothing, etc. Handling consigned business operations Investment company dealing with the business in China Procurement and sale of clothing, etc. Business development and trademark management BAROQUE USA LIMITED USD 2,900 thousand (Note) Figures inside parentheses “( )” in “The Company’s holding of voting rights” column refer to the 100.0% Sale of clothing, etc. percentages indirectly held by the Company, out of the Company’s percentage of voting rights. -19- (4) Challenges This year marks the second year of the medium-term management plan, and we have positioned it as a year in which the Group will steadily promote measures to achieve the goals set forth in the medium-term management plan. In terms of business, we will continue to work on narrowing down and strengthening the domestic apparel business, steadily growing the Chinese apparel business, and creating new businesses as priority task. In the overseas business, in addition to the Chinese business, we will further strengthen our efforts to further expand the US business. Furthermore, on the infrastructure side, we will focus on sustainability and development of the infrastructure that supports our business. 1) Strengthening and narrowing down the constitution of the domestic apparel business a) We will focus on selection and concentration, with narrowing down as a priority strategy for our domestic business. We will also promote scrap-and-build of stores and focus on fields that should be strengthened in the future. b) We will promote further improvement of the profit margin as a means of strengthening our constitution. Under recognition of “not over producing = sustainable”, we will work to build a manufacturing system that does not overproduce, and aim to improve business efficiency and customer conven ience by strengthening OMO. c) Regarding the improvement of brand competitiveness, we will strive to further improve brand value and recognition by transmitting a new “culture” from the Group and proposing a richer life. We will work to strengthen our p roduct planning capabilities and promote product enhancement using multifunctional materials. 2) Steadily growth of the Chinese apparel business For our business in China, while maintaining continuous growth, we will strengthen and restructure our business management system at the same time. Going forward, we will continue to accelerate EC sales in China, maintain annual grow th of about 20 stores in stores, and continue to expand, aiming for steady growth in the Chinese apparel business. In addition, we will continue to promote initiatives such as establishing a brand position in China, improving profit margins, and strengthening product planning capabilities for China in order to strengthen our business management system. 3) Creating new businesses While making use of the company’s strength, we will continue to work on new business that meet the requirements of contributing to the realization of a sustainable society. We aim to create and develop sustainable new businesses and contents by utilizing our strengths of sales and expansion into China. Furthermore, we will also work on launching new brands in line with changing times. 4) Sustainability Response Our sustainability goals are “to achieve zero waste and zero incinerator”, and we will promote measures from the three perspectives of environment, society, and people, such as “what we can do to protect the global environment”, “Provide opportunities to contribute to sustainability”, and “a workplace where everyone is lively.” In addition, our sustainable efforts are not only about making clothes with environmentally friendly materials, but also about making clothes for a sustainable society and company, and we will aim for zero waste by make appropriate quantities of good products and sell them out and aim for the realization of manufacturing that does not overproduce. We will promote efforts to provide a prosperous and expansive future to all stakeholders. -20- 5) Development of the infrastructure that supports our business In the current difficult market environment, we will aggressively make investments that will be the base of next growth. We will promote investment to strengthen OMO, construction of new marketing functions, renewal of core system, etc. in preparation for the future growth. We will also work to further improve supply chain management in light of rising raw material prices and rising distribution costs. We would like to ask our shareholders for their continued support and encouragement. (5) Principal Businesses (As of February 28, 2022) The Group consists of the Company and six consolidated subsidiaries of the Company. The Group is mainly engaged in the planning, sales and manufacturing of clothing, etc., principally in the manufacturing and retailing business (SPA*) of clothing, etc. for women. (Note) SPA is the abbreviation of “Specialty store retailer of Private Label Apparel.” (6) Principal Sales Offices and Plants (As of February 28, 2022) 1) Business Offices of the Company Head office Stores Meguro-ku, Tokyo 278 (Direct-operated stores in Japan) 2) Business Offices of Subsidiaries BAROQUE HK LIMITED Baroque (Shanghai) Trading Ltd. BAROQUE CHINA LIMITED Baroque (Shanghai) Enterprise Development Ltd. FRAME LIMITED Hong Kong Special Administrative Region, People’s Republic of China Shanghai City, People’s Republic of China Hong Kong Special Administrative Region, People’s Republic of China Shanghai City, People’s Republic of China Hong Kong Special Administrative Region, People’s Republic of China BAROQUE USA LIMITED State of Delaware, United States of America -21- (7) Employees (As of February 28, 2022) 1) Employees of the Group Number of employees 1,502 2) Employees of the Company Number of employees Changes from previous fiscal year-end Change from previous fiscal year-end -30 Average age Average service period 1,395 (215) -33(+26) 29.8 6 years and 3 months (Notes) 1. The number of employees refers to the number of full-time employees (excluding employees of the Company assigned to other companies), and the number of temporary staff (part-time employees) in the most recent 12 months is specified in parentheses “( ).” 2. The number of temporary staff refers to the average number of part-time employees employed in the most recent 12 months (translated in an eight-hour working day basis). This number excludes the number of dispatched employees. (8) Principal Lenders (As of February 28, 2022) Lender Sumitomo Mitsui Banking Corporation Mizuho Bank, Ltd. MUFG Bank, Ltd. (Note) To raise working capital efficiently, the Company has concluded a commitment line Amount borrowed (million yen) 4,000 3,000 1,000 agreement with 3 banks. (9) Other Important Information Concerning the Group Not applicable. -22- 2. Overview of the Company (1) Shares (As of February 28, 2022) 1) Total number of shares authorized to be issued 120,000,000 shares 2) Total number of outstanding shares 3) Number of shareholders 4) Major shareholders (10 largest shareholders) 36,676,300 shares 33,175 persons Status of investment in the Company Number of shares Shareholding ratio Shareholder name MUTUAL CROWN LIMITED ORIX Corporation CDH RUNWAY INVESTMENT (HK) LIMITED Murai Capital Co., Ltd. Japan Trustee Services Bank, Ltd. (Trust Account) Qingguang Jin Hiroyuki Murai Trust & Custody Services Bank, Ltd. (Trust Account) Trust & Custody Services Bank, Ltd. (Trust Account E) Seiki Nara shares 7,284,600 6,815,600 5,242,900 2,600,000 1,442,000 1,400,000 1,048,100 825,000 201,600 166,400 % 20.11 18.81 14.47 7.17 3.98 3.86 2.89 2.27 0.55 0.45 (Notes) 1. The shareholding ratio is rounded down to the second decimal place. 2. The Company holds treasury stock (460,400 stocks) but is excluded from the above major shareholders. The shareholding ratio is calculated by deducting treasury stock from the total number of outstanding shares. Treasury stock does not include 201,600 shares held by the trust through performance-based stock compensation plan, “the Board Benefit Trust (BBT)”. -23- (2) Company Officers 1) Directors and Audit & Supervisory Board Members (As of February 28, 2022) Position Name Representative Director and President Hiroyuki Murai Areas of responsibility at the Company and significant concurrent positions Chief Executive Officer Director and Chairman, BAROQUE HK LIMITED Representative Director, Baroque (Shanghai) Trading Ltd. Managing Director, BAROQUE CHINA LIMITED Director, BAROQUE CHINA APPARELS LIMITED Director, Baroque (Shanghai) Clothing Ltd. Representative Director, Baroque (Shanghai) Enterprise Development Ltd. Managing Director, FRAME LIMITED Director, BAROQUE USA LIMITED Outside Director, Kao Corporation Outside Audit & Supervisory Board Member, JTB Corp. Belle International Holdings Limited, Executive Director Smile Charity Foundation, Deputy Chairman Director, BAROQUE CHINA APPARELS LIMITED Representative Director, Baroque (Shanghai) Clothing Ltd. Director, Baroque (Shanghai) Enterprise Development Ltd. Topsports International Holdings Limited, Non-executive Director Belle Fashion Group, Executive Director & CEO CDH Investments Management (Xiamen) Limited, Managing Director Belle International Holdings Limited, Non-executive Director Dali Foods Group Company Limited, Non-executive Director Topsports International Holdings Limited, Non-executive Director Hangzhou Beika Industrial Co., Limited, Director Director Director Akihito Fukasawa Unit Manager, The First Unit Director, BAROQUE USA LIMITED Nobuhide Hayashi Executive Advisor, Mizuho Bank, Ltd. Director Fang Sheng Director Xiaoling Hu Director Kyosuke Shinozawa Advisor, Public Interest Incorporated Foundation Capital Markets Research Institute -24- Position Name Areas of responsibility at the Company and significant concurrent positions Kunihisa Hama Chairperson, Compliance Committee Yingnan Zhang Senior Executive Director, ORIX ASIA Capital Limited Director Director Full-time Audit & Supervisory Board Member Full-time Audit & Supervisory Board Member Yoshiki Yoshida Shinichi Matsuda Audit & Supervisory Board Member Hiroshi Nagayasu Lawyer, Tozai Sogo Law Office Outside Audit & Supervisory Board Member, Sumitomo Riko Company Limited Audit & Supervisory Board Member Koichiro Watanabe Director, Koichiro Watanabe Certified Accountant Office Outside Director, TOMY COMPANY, LTD. Outside Director, New Japan Aircraft Maintenance Co., Ltd. (Notes) 1. Directors Mr. Nobuhide Hayashi, Mr. Fang Sheng, Ms. Xiaoling Hu, Mr. Kyosuke Shinozawa, Mr. Kunihisa Hama and Ms. Yingnan Zhang are Outside Directors as stipulated in Article 2, Item 15 of the Companies Act. 2. Audit & Supervisory Board Members Mr. Yoshiki Yoshida, Mr. Hiroshi Nagayasu and Mr. Koichiro Watanabe are Outside Audit & Supervisory Board Members as stipulated in Article 2, Item 16 of the Companies Act. 3. The Company has reported Outside Directors Mr. Nobuhide Hayashi, Mr. Kyosuke Shinozawa, and Mr. Kunihisa Hama, and Outside Audit & Supervisory Board Members Mr. Yoshiki Yoshida, Mr. Hiroshi Nagayasu and Mr. Koichiro Watanabe as independent directors to Tokyo Stock Exchange, Inc. as specified by the same exchange. 4. Director Mr. Fang Sheng concurrently serves as the Executive Director of Belle International Holdings Limited, which indirectly controls a major shareholder of the Company, MUTUAL CROWN LIMITED. In addition, Baroque (Shanghai) Clothing Ltd., at which he serves as Representative Director is the Company’s equity-method associate, and there is a transactional relationship involving the use of the Company’s brand trademark rights between said company and the Company. 5. Director Ms. Xiaoling Hu concurrently serves as the Managing Director of CDH Investments Management (Xiamen) Limited, which indirectly controls a major shareholder of the Company, CDH RUNWAY INVESTMENT (HK) LIMITED. 6. Director Ms. Yingnan Zhang is concurrently serving as Senior Executive Director of ORIX Asia Capital Limited, a company indirectly controlled by ORIX Corporation, a major shareholder of the Company. 7. There are no significant transactions or other special relationships between the Company and other corporations at which Outside Directors and Outside Audit & Supervisory Board Members concurrently serve. 8. Audit & Supervisory Board Member Mr. Yoshiki Yoshida has years of experience in conducting the internal auditing of corporations, and has considerable knowledge in finance and accounting. -25- 2) Summary of the Liability Limitation Agreement In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with each of its Outside Directors and each of its Audit & Supervisory Board Member, to limit their liability for damages, as stipulated in Article 423, Paragraph 1 of the said Act. The maximum amount of liability for damages based on the agreement is the amount specified by laws and regulations. 3) Summary of the Directors and Officers Liability Insurance The Company concludes a liability insurance contract with an insurance company for officers, etc. as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with directors, auditors, executive officers (including those who were in office during the current fiscal year) of the Company and its subsidiaries as insured and all insurance premiums are borne by the Company. The summary of the insurance is that the insurance company compensates for damages that may occur due to the insured being responsible for the execution of his / her duties or receiving a claim for pursuing the liability and it is updated every year. However, in the case of damage caused by the insured’s act of recognizing that it is a violation of laws and regulations, in order not to impair the appropriateness of the insured’s execution of duties, there are certain reasons for exemption, such as not being covered by insurance. 4) Total Compensation to Directors and Audit & Supervisory Board Members in the Fiscal Year under Review I. Matters concerning the decision policy regarding the content of individual compensation, etc. of directors Regarding compensation for directors, the Company has a compensation system linked to business performance so that it functions sufficiently as an incentive to continuously improve the value of the company, and the compensation of individual directors is determined by the Nomination and Compensation Advisory Committee. Our basic policy is to respect opinions and set an appropriate level based on each responsibility. According to this basic policy, the company has resolved and established a decision policy (hereinafter referred to as The Decision Policy) regarding the content of individual compensation for directors at the Board of Directors meeting held on February 17, 2021. Specifically, the compensation of executive directors consists of basic compensation as fixed compensation and performance-based stock compensation, and outside directors who have a supervisory function pay only basic compensation in view of their duties. The basic compensation for the directors of the Company is a fixed monthly compensation, and is determined by comprehensively considering the level of the other companies, the performance of the Company, and the level of employee salary according to the position, responsibility, etc. The Company’s performance-based stock compensation will be provided with Board Benefit Trust (BBT). For each fiscal year, directors will be given a number of points that are determined in consideration of their position, achievement level, etc., based on the regulation of Board Benefit Trust, and when the directors retire and the beneficiary requirements stipulated in the regulation of Board Benefit Trust are met, the director will receive share benefits according to the number of points. The number of shares to be paid is calculated by multiplying the points according to the position on the point grant date by the points according to the performance in the evaluation period (the net income attributable to owners of the parent company is used as an index in consideration of the low impact on company performance, while aiming to sustainably improve corporate value by sharing interests with shareholders) -26- and the performance evaluation coefficient in the evaluation period, and 1 point = 1 share. As a guideline for the compensation ratio for each type of executive director, the composition ratio of basic compensation and performance-based stock compensation is 85:15. individual compensation The Company considers that it is appropriate for the President and Representative Director, who oversees business execution, to determine the is made by content of comprehensively considering the overall performance of the Company and the responsibilities of each director. Based on the delegation of the Board of Directors, Hiroyuki Murai, President and CEO, respects the opinions of the Nomination and Compensation Advisory Committee and decides on the specific content. for directors, which Regarding the individual compensation of directors for the current fiscal year, the content and decision method of the Board of Directors conform to the decision policy, the opinions of the Nomination and Compensation Advisory Board are respected, and the individual compensation amount is based on this. It has been decided and we judge that it is in line with the decision policy. II. Matters concerning resolutions of general meetings of shareholders regarding compensation, etc. of Directors and Audit & Supervisory Board Members The compensation of the directors was resolved at the 12th Annual Meeting of Shareholders held on April 26, 2011 to be within 1,000 million yen per year (excluding the salary of employees who also serve as employees). The number of directors at the end of the Annual Meeting of Shareholders was 11. In addition, separately from the compensation, at the 18th Annual Meeting of Shareholders held on April 26, 2017, the maximum number of shares of performance-based stock compensation will be up to 72,000 shares per year (of which 31,000 shares will be granted to directors, and outside directors will be not eligible). The number of directors (excluding outside directors) at the end of the Annual Meeting of Shareholders was three. The compensation of Audit & Supervisory Board Members was resolved at the 10th Annual Meeting of Shareholders held on April 28, 2009 to be within 50 million yen per year. The number of Audit & Supervisory Board Members at the end of the Annual Meeting of Shareholders was three. -27- Member, etc. III. Total amount of compensation for Directors and Audit & Supervisory Board Category Amount of compensation, etc. (million yen) Total amount by type of compensation (million yen) Basic compensation Performance-based stock compensation Number of officers Directors (of which are Outside Directors) Audit & Supervisory Board Members (of which are Outside Audit & Supervisory Board Members) Total (of which are Outside officers) 93 (22) 33 (19) 127 (42) 78 (22) 33 (19) 112 (42) 14 (－) － 14 (－) 5 (3) 4 (3) 9 (6) (Notes) 1. The total amount of compensation, etc. to Directors do not include the employee portion of salary paid to Directors who are concurrently serving as employees. 2. The performance-based compensation, includes the Board Benefit Trust (BBT) expenses recorded for the fiscal year under review. The BBT is a stock compensation system that records expenses over several years according to the receiving period of the expenses, which was resolved as a form of compensation paid to officers. 3. Performance-based stock compensation uses net income attributable to owners of the parent of 1,305 million yen as an index for performance evaluation, and the actual result for the current fiscal year is 1,471 million yen. 4. Among the Directors, three Directors will not receive any compensation. -28- 5) Outside Officers Main Activities in the Fiscal Year under Review Name Director Nobuhide Hayashi Director Fang Sheng Director Xiaoling Hu Director Kyosuke Shinozawa Director Kunihisa Hama remarks Status of main activities Participated in all 15 meetings of the Board of Directors held during the fiscal year; provided opinions from the perspective of global business development and financial business strategy, making the appropriateness and appropriateness of the decisions made by the Board of Directors from a standpoint independent of the business executives of the Company. In addition, as a member of the Nomination and Compensation Advisory Committee, which is a voluntary committee of the Company, he makes necessary remarks and advice from an objective and neutral standpoint. ensure to Participated in 15 out of 14 meetings of the Board of Directors during the fiscal year under review; provided opinions from a perspective based on his rich experience and extensive insight acquired especially from engaging in corporate management, regarding global management, including joint ventures in China, conducive to securing the validity and appropriateness of decisions made at Board of Directors meetings. Participated in all 15 meetings of the Board of Directors during the fiscal year under review; provided opinions from a perspective based on her rich experience and extensive insight acquired especially from engaging in corporate management, conducive to securing the validity and appropriateness of decisions made at Board of Directors meetings. finance and economics, Participated in all 15 meetings of the Board of Directors during the fiscal year under review; provided advice and suggestions based on his expert operational experience related to international from a standpoint independent of the Company’s business executives, conducive to securing the validity and appropriateness of decisions made at Board of Directors meetings. In addition, as the chairman of the Nomination and Compensation Advisory Committee, which is a voluntary committee of the Company, he makes necessary remarks and advice from an objective and neutral standpoint. Participated in all 15 meetings of the Board of Directors during the fiscal year under review; based on his rich experience and extensive insight acquired especially from engaging in the legal industry and legal administration, from the standpoint of our compliance system and risk management, being independent of our business executives, conducive to securing the validity and appropriateness of decisions made at Board of Directors meetings. In addition, as a member of the Nomination and Compensation Advisory Committee, which is a voluntary committee of the Company, he makes necessary remarks and advice from an objective and neutral standpoint. Furthermore, as the chairman of the Compliance Committee of the Company, he makes recommendations and advice regarding th