アダストリア（2685） – Notice of Convocation Annual General Meeting 2022

(Note) This document has been translated from 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. Securities code: 2685 May 10, 2022 To Our Shareholders Michio Fukuda Representative Director, Chairman Adastria Co., Ltd. 3-1-27 Izumi-cho, Mito-shi, Ibaraki Notice of the 72nd Ordinary General Meeting of Shareholders We cordially notify you of the 72nd Ordinary General Meeting of Shareholders of Adastria Co., Ltd. (the “Company”), to be held as indicated below. Since there are still ongoing concerns about infection with the novel coronavirus disease (COVID-19), we request that shareholders refrain from traveling to the venue of the meeting if at all possible, regardless of their health condition, and to exercise their voting rights in writing (by mail) or via the internet. Regarding the exercise of your voting rights in writing (by mail) or via the internet, after reviewing the attached Reference Documents for the General Meeting of Shareholders, please indicate your approval or disapproval on the enclosed voting card and return it so that it reaches us no later than 7:00 p.m. on Wednesday, May 25, 2022 (Japan Standard Time), or vote at the website for exercising voting rights specified by the Company (https://evote.tr.mufg.jp/) (in Japanese only). Meeting Details 1. Date and Time: Thursday, May 26, 2022 at 3:00 p.m. (doors open at 2:00 p.m.) 2. Venue: “Sea Breeze” at HOTEL TERRACE the GARDEN MITO 3F 1-7 Miya-machi, Mito-shi, Ibaraki 3. Purpose of the Meeting: Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for the 72nd fiscal year (from March 1, 2021 to February 28, 2022), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board 2. The Non-consolidated Financial Statements for the 72nd fiscal year (from March 1, 2021 to February 28, 2022) Matters to be resolved: Proposal 1: Proposal 2: Proposal 3: Proposal 4: Revision of Details of Performance-Linked and Share-Based Partial Amendments to the Articles of Incorporation Election of Ten (10) Directors Election of Two (2) Audit & Supervisory Board Members Compensation for Directors 1 4. Matters Concerning Internet Disclosure Of the documents that should be provided with this notice of the General Meeting of Shareholders, the following items are posted on the Company’s website (https://www.adastria.co.jp/) (in Japanese only) pursuant to relevant laws and regulations and Article 15 of the Company’s Articles of Incorporation. These documents are thus not included in this notice of the General Meeting of Shareholders. (a) “System to Ensure Properness of Operation and the Status of its Implementation” in (b) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated the Business Report Financial Statements” (c) “Non-consolidated Statement of Changes in Equity” and “Notes to the Non-consolidated Financial Statements” Accordingly, the attached documents to this notice are a part of the documents that were audited by the Audit & Supervisory Board Members and the Accounting Auditor in preparing the audit reports and accounting audit reports, respectively. 5. Instructions Concerning the Exercise of Voting Rights Please refer to “Instructions Concerning the Exercise of Voting Rights” presented on page 3. If any changes are made to items in the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements or the Non-consolidated Financial Statements, please note that such changes will be posted on the Company’s website (https://www.adastria.co.jp/) (in Japanese only). When you attend the General Meeting of Shareholders, you are kindly requested to submit the enclosed voting card at the reception. You are also requested to bring this notice to the meeting. Notice Regarding Prevention of Novel Coronavirus Disease (COVID-19) Infection Since there are still ongoing concerns about infection with COVID-19, we request that shareholders refrain from traveling to the venue of the meeting if at all possible, regardless of their health condition. However, if you plan to attend the meeting in person, please confirm the situation of infections as of the date of the meeting as well as your own physical condition, and take precautions to prevent infection, such as wearing a face mask. Please consider exercising your voting rights beforehand by mailing the enclosed voting card or by using the internet. By scanning the QR code® printed on the voting card, shareholders with a smartphone may exercise their voting rights without having to enter their login ID or temporary password. Please see page 4 for details. Wishing to make shareholders’ safety the top priority, inside the venue for the General Meeting of Shareholders, we plan to ensure the staff will be wearing masks, make hand sanitizer available, and take other measures to prevent infection. We ask for your understanding and cooperation. Please note that the staff will be looking out for any people attending who display signs of being unwell and if such individuals are discovered, they may be refused entry or asked to leave during proceedings. 2 Instructions Concerning the Exercise of Voting Rights You may exercise your voting rights in one of the three following methods. Exercise of Voting Rights via Attending the General Meeting of Shareholders Please submit the enclosed voting card at the reception desk upon your arrival. Please also bring your Notice of Convocation of the 72nd Ordinary General Meeting of Shareholders (this document). Date and Time of the Ordinary General Meeting of Shareholders: Thursday, May 26, 2022 at 3:00 p.m. (JST) (doors open at 2:00 p.m.) Exercise of Voting Rights in Writing Please indicate your approval or disapproval of each proposal on the enclosed voting card, and send back the card so that it will arrive no later than the deadline for exercising voting rights. For details, please see the below. Exercise due date: Arrive at the Company no later than Wednesday, May 25, 2022 at 7:00 p.m. (JST) Instructions Concerning Filling in the Voting Card for Exercising Voting Rights Please indicate your approval or disapproval of the proposal here. (If there is no indication of approval or disapproval with proposal, it shall be handled as an indication of approval for the proposal.) Proposal If you approve for all candidates→Mark a ○ in the box marked “賛” If you disapprove of all candidates→Mark a ○ in the box marked “否” If you selectively disapprove of certain candidates→Mark a ○ in the box marked “賛” and write the number of each candidate you choose to disapprove. Please note that your online vote will prevail should you exercise your voting rights both in writing (by mail) and via the internet. If you exercise your voting rights more than once via the internet, only the last vote shall be deemed effective. Exercise of Voting Rights via the Internet You may exercise your voting rights using a personal computer (PC) and a smartphone. For details, please see the following page. Exercise due date: No later than Wednesday, May 25, 2022 at 7:00 p.m. (JST) 3 Instruction Regarding Exercise of the Voting Rights via the Internet Method 1: Scanning QR Code® Method 2: Entering Login ID and Temporary Password You can login to the Exercise of Voting Rights Website without having to enter your login ID and temporary password provided on the voting card. 1. Please scan the QR code® located on the right-hand side of the voting form. * “QR code” is a registered trademark of DENSO WAVE INCORPORATED. 2. Please follow on-screen instructions to indicate your approval or disapproval of each proposal. Note that you can login by scanning QR code® is possible only at a time. In case of re-exercising of voting rights or exercising voting right without scanning QR code®, please refer Method 2 “Entering Login ID and Temporary Password” on the right. Exercise of Voting Rights Website https://evote.tr.mufg.jp/ 1. Please access the website for exercising voting rights. 2. Enter your Login ID/ Temporary Password provided on the voting card and click on Log in. 3. Please register a new password. 4. Please follow on-screen instructions to indicate your approval or disapproval of each proposal. In case you need instructions for how to operate your personal computer/smartphone in order to exercise your voting rights via the internet, please contact: Help Desk, Stock Transfer Agency, Mitsubishi UFJ Trust and Banking Corporation Phone: 0120-173-027 (toll free within Japan; 9:00 a.m. to 9:00 p.m.) Institutional investors may use the platform operated for institutional investors by ICJ, Inc. to electronically exercise voting rights. 4 Reference Documents for the General Meeting of Shareholders Proposals and Reference Documents Proposal 1: Partial Amendments to the Articles of Incorporation The Company asks for approval for partial amendments to the Articles of Incorporation. 1. Reasons for the proposal (1) Addition of business purpose The Company seeks to add business purposes to prepare for business expansion of the Company and the Adastria Group going forward. (2) Introduction of measures for providing reference documents for the general meeting of shareholders, etc. in electronic format Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format. (a) Article 15, paragraph 1 in “Proposed Amendments” below will stipulate that the Company shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. (b) Article 15, paragraph 2 in “Proposed Amendments” below will establish the provision to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. (c) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc. (Article 15 of the current Articles of Incorporation) will no longer be required, they will be deleted. Accompanying supplementary provisions regarding the effective date, etc. will be established. the aforementioned establishment and deletion of provisions, (d) 2. Details of the amendments Details of the amendments are as follows. Current Articles of Incorporation (Objects) Article 2. Article 2. (Objects) 1. The objects of the Company shall be to engage in 1. The objects of the Company shall be to engage in the following businesses: the following businesses: (Underlined parts are amended.) Proposed Amendments (1) to (7) (Omitted) (New) (8) to (17) (Omitted) (18) planning, design, supervision and operation of beauty salons, culture centers and recreation facilities; (Not Amended) (1) to (7) (8) warehousing business; (9) to (18) (Not Amended) (19) planning, design, supervision and operation of beauty salons, culture centers, recreation facilities, hot spring facilities, and sauna and bath facilities, as well as Japanese-style hotel business; (19) to (22) 2. (Omitted) (Omitted) (20) to (23) 2. (Not Amended) (Not Amended) 5 Proposed Amendments (Deleted) Current Articles of Incorporation Article 15. (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc.) The Company may, by disclosing the information relating to the matters that shall be described or indicated in reference documents for the General Meeting of Shareholders, business report, financial statements and consolidated financial statements through Internet in accordance with the Ministry of Justice Order, in connection with the convocation of the General Meeting of Shareholders, deem that it has provided the same to the shareholders. (New) Article 15. (Measures, etc. for Providing Information in (New) Electronic Format) 1. When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. (Supplementary Provisions) 1. The amendment to the Articles of Incorporation pertaining to Article 15 shall be effective from September 1, 2022, which is the date of enforcement of the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Date of Enforcement”). 2. Notwithstanding the provision of the preceding paragraph, Article 15 of the Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc.) shall remain effective regarding any general meeting of shareholders held on a date within six (6) months from the Date of Enforcement. 3. These Supplementary Provisions shall be deleted on the date when six (6) months have elapsed from the Date of Enforcement or three (3) months have elapsed from the date of the general meeting of shareholders in the preceding paragraph, whichever is later. 6 Proposal 2: Election of Ten (10) Directors The terms of office of all nine Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of ten Directors, increasing the number of Directors by one to enhance the management system. The candidates for Director are as follows: No. Name Current Positions and Responsibility in the Company Attribute 1 Michio Fukuda Representative Director, Chairman 2 Osamu Kimura Director, President 3 Masayuki Kindo Managing Director 4 Yoshiaki Kitamura Managing Director 5 6 Taiki Fukuda Director Satoshi Akutsu Outside Director 7 Hiromi Horie Outside Director 8 Koichi Mizutome 9 Tatsuhiro Matsuoka 10 Kazuo Nishiyama – – – Reelection: Candidate to be reelected as a Director New election: Candidate to be newly elected as a Director Outside: Candidate for an outside Director Independent: Independent officer as provided for by stock exchanges Reelection Reelection Reelection Reelection Reelection Reelection, Outside, Independent Reelection, Outside, Independent New election, Outside, Independent New election, Outside, Independent New election, Outside, Independent [Reference] Policy and procedures in determining the candidates for Director The policy and procedures for the Board of Directors in determining the candidates for Director are as follows. Policy • The individuals nominated and elected for Director shall be of different and diverse backgrounds who possess specialist knowledge and experience, etc., such as individuals who are well-versed and possess deep insight into particular business operations of the Company, individuals with broad experience regarding global corporations, or who have gained international experience through engaging in business operations overseas, individuals with abundant insight as corporate managers, and so forth. • Through the nomination and election of multiple Outside Directors, the Company intends to strengthen the supervision function and achieve highly transparent management by incorporating the viewpoints of outside personnel who are independent from the Company’s management. • The individuals nominated and elected for Outside Director shall not have any significant conflict of interest with the Adastria Group and shall be able to maintain their independence. Procedure • Concerning the procedure for nominating and electing candidates for Director, the Representative Director shall submit an original proposal for candidates, then, after the prospective candidates have been discussed by the Nomination and Compensation Advisory Committee, the final decision regarding nomination is made by the Directors at the Board of Directors meeting. [Reference] Skills matrix of Directors and Audit & Supervisory Board Members Please refer to page 22 of this notice for a skills matrix of Directors and Audit & Supervisory Board Members in the event that Proposal 2 and Proposal 3 are approved and adopted as originally proposed. 7 No. Name (Date of Birth) Career Summary, and Positions and Responsibility in the Company Number of the Company’s Shares Owned May 1971 Joined Fukudaya Clothes Store Inc. (currently the Company) Director of Fukudaya Clothes Store Inc. Jun. 1982 Senior Managing Director of Fukudaya Clothes Store Inc. Apr. 1991 Mar. 1993 Dec. 2002 May 2004 May 2010 Sep. 2013 May 2015 May 2018 Apr. 2021 Representative Director, President of Bears Factory Limited (currently Adastria Logistics Co., Ltd.) Representative Director, President of POINT INC. (currently the Company) Representative Director, President of POINT TW INC. (currently Adastria Taiwan Co., Ltd.) Representative Director, Chairman of POINT INC. (currently the Company) Representative Director, Chairman & President of POINT INC. Representative Director, Chairman of Adastria Holdings Co., Ltd. (currently the Company) Representative Director, Chairman & Chief Executive Officer of Adastria Holdings Co., Ltd. Representative Director, Chairman & President of the Company Director and Chairman of BUZZWIT Co., Ltd. (present) Director and Chairman of ELEMENT RULE Co., Ltd. (present) May 2021 Representative Director, Chairman of the Company (present) Significant concurrent positions outside the Company Director and Chairman of BUZZWIT Co., Ltd. Director and Chairman of ELEMENT RULE Co., Ltd. 1 Michio Fukuda (July 10, 1946) Tenure as Director 51 years (at the conclusion of this General Meeting of Shareholders) Attendance at Board of Directors meetings 16/17 1,050,140 Reasons for nominating the candidate as Director Michio Fukuda has been nominated as a candidate for Director because the candidate has the achievements of demonstrating leadership and promoting the growth and expansion of the Company’s business since the candidate assumed the office of Representative Director of the Company in 1993. The Company proposes the candidate’s election as Director to utilize the candidate’s rich experience accumulated thus far and thereby receive the candidate’s contribution to improving the corporate value of the Company. 8 No. Name (Date of Birth) Career Summary, and Positions and Responsibility in the Company Number of the Company’s Shares Owned Sep. 2011 Representative Director, President of TRINITY ARTS INC. (currently the Company) Apr. 2013 Director of FRIENDS Co., Ltd. Jun. 2016 Managing Director of the Company Sep. 2013 Feb. 2014 May 2015 Nov. 2016 Mar. 2017 Oct. 2017 Director of Adastria Holdings Co., Ltd. (currently the Company) Director of Adastria Asia Co., Ltd. Director of N9&PG Co., Ltd. (currently Adastria Logistics Co., Ltd.) Director, Senior Executive Officer of Adastria Holdings Co., Ltd. (currently the Company) Director, Vice President of Peoples Inc. Director, Vice President of ALICIA Co., Ltd. (currently BUZZWIT Co., Ltd.) Director, Vice President of ELEMENT RULE Co., Ltd. (present) Representative Director, President of ADASTRIA eat Creations Co., Ltd. (present) Mar. 2018 Director, Executive Vice President of the Company May 2019 Director of NATURAL NINE TRADING (SHANGHAI) LTD. (present) Feb. 2020 Director of BUZZWIT Co., Ltd. May 2021 Director, President of the Company (present) Significant concurrent positions outside the Company Director, Vice President of ELEMENT RULE Co., Ltd. Representative Director, President of ADASTRIA eat Creations Co., Ltd. Director of NATURAL NINE TRADING (SHANGHAI) LTD. Reasons for nominating the candidate as Director 2 Osamu Kimura (September 2, 1969) Tenure as Director 10 years and 8 months (at the conclusion of this General Meeting of Shareholders) Attendance at Board of Directors meetings 17/17 25,576 Osamu Kimura has been nominated as a candidate for Director because the candidate has gained extensive experience and many achievements in the field of sales and store development, and the candidate has worked as a Representative Director of Adastria Group companies in the past. The Company proposes the candidate’s election as Director to utilize the candidate’s rich experience and abundant achievements accumulated thus far and thereby receive the candidate’s contribution to improving the corporate value of the Company. 9 No. Name (Date of Birth) Career Summary, and Positions and Responsibility in the Company Number of the Company’s Shares Owned Apr. 1991 Jul. 2006 Mar. 2008 Jun. 2010 Mar. 2012 Nov. 2012 Sep. 2013 Mar. 2015 Mar. 2016 Mar. 2018 Joined The Sanwa Bank, Limited (currently MUFG Bank, Ltd.) Joined POINT INC. (currently the Company) General Manager of President’s Office Executive Officer, General Manager of President’s Office of POINT INC. Executive Officer, General Manager of New Business Division of POINT INC. Executive Officer, General Manager of Strategy Promotion Department of POINT INC. Managing Executive Officer, General Manager of Strategy Promotion Department and Miscellaneous Goods Business Department of POINT INC. General Manager of Finance Department of Adastria Holdings, Co., Ltd. (currently the Company) Senior Executive Officer, General Manager of Business Promotion Division of Adastria Holdings Co., Ltd. Senior Executive Officer, General Manager of General Headquarters of Sales of the Company Senior Executive Officer, General Manager of General Headquarters of Management and Overseas Assistance Division of the Company Director of Adastria Asia Co., Ltd. (present) Director of POINT (Shanghai) Co., Ltd. (currently niko and … (Shanghai) Co., Ltd.) (present) Representative Director, President of POINT TW INC. (currently Adastria Taiwan Co., Ltd.) (present) Director of Adastria Korea Co., Ltd. May 2018 Director of the Company Aug. 2019 Director of Adastria (Shanghai) Co., Ltd. (present) May 2021 Managing Director of the Company (present) Significant concurrent positions outside the Company Director of Adastria Asia Co., Ltd. Director of Adastria (Shanghai) Co., Ltd. Director of niko and … (Shanghai) Co., Ltd. Representative Director, President of Adastria Taiwan Co., Ltd. Masayuki Kindo (December 5, 1967) Tenure as Director 4 years (at the conclusion of this General Meeting of Shareholders) Attendance at Board of Directors meetings 17/17 3 7,100 Reasons for nominating the candidate as Director Masayuki Kindo has been nominated as a candidate for Director because the candidate has gained knowledge in finance and accounting based on his experience in a financial institution, and the candidate has gained extensive experience and many achievements in corporate strategy, finance and sales in the Company. The Company proposes the candidate’s election as Director to utilize the candidate’s rich experience and abundant achievements accumulated thus far and thereby receive the candidate’s contribution to improving the corporate value of the Company. 10 No. Name (Date of Birth) Career Summary, and Positions and Responsibility in the Company Number of the Company’s Shares Owned 4 May 2019 Director of the Company Yoshiaki Kitamura (January 25, 1976) Tenure as Director 3 years (at the conclusion of this General Meeting of Shareholders) Attendance at Board of Directors meetings 17/17 Apr. 2016 Representative Director of Adastria Korea Co., Ltd. 7,106 Apr. 1999 Joined FIVE FOXes CO., LTD. Feb. 2007 Joined DROP INC. (currently the Company) Sep. 2010 Mar. 2012 Mar. 2013 May 2014 Mar. 2015 Mar. 2018 General Manager of studio CLIP Department of TRINITY ARTS INC. (currently the Company) General Manager of niko and … Department of TRINITY ARTS INC. Executive Officer, General Manager of Sales Division of TRINITY ARTS INC. Director, General Manager of Sales Division of TRINITY ARTS INC. Executive Officer, General Manager of Sales II Division of Adastria Holdings, Co., Ltd. (currently the Company) Senior Executive Officer, General Manager of General Headquarters of Sales of the Company Director of Adastria Asia Co., Ltd. (present) Director of POINT (Shanghai) Co., Ltd. (currently niko and … (Shanghai) Co., Ltd.) (present) Director of POINT TW INC. (currently Adastria Taiwan Co., Ltd.) (present) Aug. 2019 Director of Adastria (Shanghai) Co., Ltd. (present) May 2021 Managing Director of the Company (present) Feb. 2022 Director of SES GLOBAL LOGISTICS (SHANGHAI) Co., LTD. (present) Chairman of Management Board of Velvet, LLC (present) Significant concurrent positions outside the Company Director of Adastria Asia Co., Ltd. Director of Adastria (Shanghai) Co., Ltd. Director of niko and … (Shanghai) Co., Ltd. Director of Adastria Taiwan Co., Ltd. Director of SES GLOBAL LOGISTICS (SHANGHAI) Co., LTD. Chairman of Management Board of Velvet, LLC Reasons for nominating the candidate as Director Yoshiaki Kitamura has been nominated as a candidate for Director because the candidate has gained extensive experience and many achievements in the field of sales such as through driving the growth of the Company’s core brands. The Company proposes the candidate’s election as Director to utilize the candidate’s rich experience and abundant achievements accumulated thus far and thereby receive the candidate’s contribution to improving the corporate value of the Company. 11 No. Name (Date of Birth) Career Summary, and Positions and Responsibility in the Company Number of the Company’s Shares Owned Mar. 2004 Joined IMS Co., Ltd. Apr. 2005 Joined POINT INC. (currently the Company) Mar. 2014 May 2014 Mar. 2016 Mar. 2017 May 2017 Mar. 2018 General Manager of Overseas Division of Adastria Holdings, Co., Ltd. (currently the Company) Representative Director, President of Adastria Asia Co., Ltd. General Manager of Communication Design Division of the Company General Manager of Corporate Planning Division of the Company Director, General Manager of Corporate Planning Division of the Company Director of the Company (present) Chairman of Management Board of Velvet, LLC 203,424 5 May 2019 Director of Adastria Logistics Co., Ltd. (present) May 2018 Director of Adastria General Support Co., Ltd. (present) Nov. 2021 Representative Director of ADOORLINK Co., Ltd. (present) Feb. 2022 Member of Management Board of Velvet, LLC (present) Taiki Fukuda (April 11, 1978) Tenure as Director 5 years (at the conclusion of this General Meeting of Shareholders) Attendance at Board of Directors meetings 17/17 Significant concurrent positions outside the Company Director of Adastria Logistics Co., Ltd. Director of Adastria General Support Co., Ltd. Representative Director of ADOORLINK Co., Ltd. Member of Management Board of Velvet, LLC Reasons for nominating the candidate as Director Taiki Fukuda has been nominated as a candidate for Director because the candidate has gained extensive experience and many achievements in Japan and overseas, and the candidate worked as a Representative Director, President of an overseas subsidiary of the Company in the past. The Company proposes the candidate’s election as Director to utilize the candidate’s rich experience and abundant achievements accumulated thus far and thereby receive the candidate’s contribution to improving the corporate value of the Company. 12 No. Name (Date of Birth) Career Summary, and Positions and Responsibility in the Company Number of the Company’s Shares Owned 6 Satoshi Akutsu (July 11, 1966) Tenure as outside Director 8 years and 8 months (at the conclusion of this General Meeting of Shareholders) Attendance at Board of Directors meetings 17/17 May 1998 Dec. 1998 Apr. 1999 Jun. 2002 Apr. 2010 Ph.D. in Business Administration of University of California, Berkeley Assistant Professor of Faculty of Commerce and Management of Hitotsubashi University Assistant Professor of the Graduate School of International Corporate Strategy of Hitotsubashi University Associate Professor of the Graduate School of International Corporate Strategy of Hitotsubashi University (The Japanese title for Associate Professor was changed from Jokyoju to Junkyoju in 2007) – Mar. 2010 Outside Director of OTSUKA KAGU, LTD. Visiting Professor of Collaborative Research Sector of National Institute of Informatics, Research Organization of Information and Systems Professor of the Graduate School of International Corporate Strategy (currently Business Administration) of Hitotsubashi University (present) Sep. 2013 Outside Director of Adastria Holdings Co., Ltd. (currently the Company) (present) Jun. 2017 Outside Director of Nojima Corporation Significant concurrent positions outside the Company Professor of the Graduate School of Business Administration of Hitotsubashi University Reasons for nominating the candidate as outside Director and overview of expected roles Satoshi Akutsu has been nominated as a candidate for outside Director, although the candidate has never participated in the management of companies other than as an outside officer, as the Company believes that the candidate is qualified for the position due to the candidate’s many achievements as a marketing specialist and with the expectation that the candidate would provide useful advice and more in relation to the Company’s overall marketing business and the management of the Company can benefit from this advice, with a focus on business development strategies. Accordingly, the Company proposes the candidate’s election as outside Director. As an outside Director who is independent from management, the Company expects that the candidate will continue to play an appropriate role in enhancing the supervisory function of the Board of Directors of the Company by supervising and providing advice, etc. on the execution of duties by Directors mainly from his perspective as a marketing expert. Independence of the candidate The Company has appointed Satoshi Akutsu as an independent officer as provided for by the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate is reelected, the Company will continue to have the candidate as an independent officer. Agreement limiting liability In accordance with provisions of Article 427, paragraph 1 of the Companies Act and Article 27, paragraph 2 of the Articles of Incorporation, the Company has entered into an agreement with Satoshi Akutsu to limit the liability for damages under Article 423, paragraph 1 of the Companies Act to the extent of the minimum liability amount prescribed under Article 425, paragraph 1 of the Companies Act. If the candidate is reelected, the Company will continue the agreement with the candidate. 13 No. Name (Date of Birth) Career Summary, and Positions and Responsibility in the Company Number of the Company’s Shares Owned 7 Hiromi Horie (June 19, 1956) Tenure as outside Director 6 years (at the conclusion of this General Meeting of Shareholders) Attendance at Board of Directors meetings 17/17 Apr. 1981 Joined Nara Machinery Co., Ltd. May 1988 Joined Levi Strauss Japan KK Dec. 1999 Marketing Senior Manager of Levi Strauss Japan KK Mar. 2005 Dec. 2006 Public Affairs Division Manager of Starbucks Coffee Japan, Ltd. Marketing Division Manager of Starbucks Coffee Japan, Ltd. – Aug. 2010 Marketing Officer of Starbucks Coffee Japan, Ltd. May 2016 Outside Director of the Company (present) Mar. 2017 Representative Director of Haruka Co., Ltd. (present) Mar. 2021 Outside Director of Kanro Inc. (present) Significant concurrent positions outside the Company Representative Director of Haruka Co., Ltd. Outside Director of Kanro Inc. Reasons for nominating the candidate as outside Director and overview of expected roles Hiromi Horie has been nominated as a candidate for outside Director as the Company believes that the candidate is qualified for the position due to the candidate’s many achievements as a manager of public affairs and marketing division for major corporations (retail and restaurant) and with the expectation that these assets can benefit the management of the Company. Accordingly, the Company proposes the candidate’s election as outside Director. As an outside Director who is independent from management, the Company expects that the candidate will continue to play an appropriate role in enhancing the supervisory function of the Board of Directors of the Company by supervising and providing advice, etc. on the execution of duties by Directors, mainly from the perspective of public relations and marketing. Independence of the candidate The Company has appointed Hiromi Horie as an independent officer as provided for by the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate is reelected, the Company will continue to have the candidate as an independent officer. Agreement limiting liability In accordance with provisions of Article 427, paragraph 1 of the Companies Act and Article 27, paragraph 2 of the Articles of Incorporation, the Company has entered into an agreement with Hiromi Horie to limit the liability for damages under Article 423, paragraph 1 of the Companies Act to the extent of the minimum liability amount prescribed under Article 425, paragraph 1 of the Companies Act. If the candidate is reelected, the Company will continue the agreement with the candidate. 14 No. Name (Date of Birth) Career Summary, and Positions and Responsibility in the Company Number of the Company’s Shares Owned 8 Koichi Mizutome (January 26, 1968) Apr. 1991 Joined Dentsu Inc. (currently Dentsu Group Inc.) Feb. 1996 Joined Andersen Consulting (currently Accenture PLC) Apr. 2000 Jan. 2005 Oct. 2009 Joined Roland Berger Strategy Consultants (Japan Office) Representative Director of Roland Berger Strategy Consultants (Japan Office) Managing Director of Enterprise Turnaround Initiative Corporation of Japan (currently Regional Economy Vitalization Corporation of Japan) Dec. 2010 Director and Executive Vice President of Japan Airlines Co., Ltd. – Jun. 2013 Senior Managing Executive Officer of World Co., Ltd. Feb. 2015 President of Akindo Sushiro Co., Ltd. Mar. 2015 Oct. 2015 President & CEO of Sushiro Global Holdings Co., Ltd. (currently FOOD & LIFE COMPANIES LTD.) (present) Representative Director of Sushiro Creative Dining Ltd. (currently FOOD & LIFE INNOVATIONS LTD.) (present) Oct. 2019 Chairman of Akindo Sushiro Co., Ltd. (present) Apr. 2021 Chairman and Director of Kyotaru Co., Ltd. (present) Significant concurrent positions outside the Company President & CEO of FOOD & LIFE COMPANIES LTD. Reasons for nominating the candidate as outside Director and overview of expected roles Koichi Mizutome has been nominated as a candidate for outside Director as the Company believes that the candidate is qualified for the position due to the candidate’s rich experience and insight gained through experience in business transformation at a global consulting firm and as a business manager at various companies, and with the expectation that these assets can benefit the management of the Company. Accordingly, the Company proposes the candidate’s election as outside Director. As an outside Director who is independent from management, the Company expects that the candidate will play an appropriate role in enhancing the supervisory function of the Board of Directors of the Company by supervising and providing advice, etc. on the execution of duties by Directors, mainly from the perspective of a corporate manager of global corporations in multiple industry sectors. Independence of the candidate Koichi Mizutome satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange. If the candidate is elected, the Company will appoint the candidate as an independent officer and notify the exchange to that effect. Agreement limiting liability In accordance with provisions of Article 427, paragraph 1 of the Companies Act and Article 27, paragraph 2 of the Articles of Incorporation, the Company will enter into an agreement with Koichi Mizutome to limit the liability for damages under Article 423, paragraph 1 of the Companies Act to the extent of the minimum liability amount prescribed under Article 425, paragraph 1 of the Companies Act. 15 No. Name (Date of Birth) Career Summary, and Positions and Responsibility in the Company Number of the Company’s Shares Owned 9 Tatsuhiro Matsuoka (August 6, 1972) Apr. 2015 Digital Force Managing Director of SIGMAXYZ Inc. – Apr. 1998 Apr. 2001 Aug. 2002 Oct. 2008 Nov. 2014 Apr. 2017 Apr. 2019 Apr. 2020 Joined Nippon Advanced Technology Co., Ltd. (currently Mitsubishi Electric Software Corporation) Joined Arthur Andersen, LLP. (currently PwC Consulting LLC) Transferred to KPMG Consulting Co., Ltd. (currently PwC Consulting LLC) Joined SIGMAXYZ Inc. (currently SIGMAXYZ Holdings Inc.) Information, Communications and media industry Managing Director of SIGMAXYZ Inc. Research Advisor of Artificial Intelligence Research Center of National Institute of Advanced Industrial Science and Technology (AIST) (present) Senior Executive Officer, Head of Digital Sherpa and Chief Information Security Officer (CISO) of SIGMAXYZ Inc. (currently SIGMAXYZ Holdings Inc.) Senior Executive Officer, Head of Industry Sherpa and Chief Information Security Officer (CISO) of SIGMAXYZ Inc. Oct. 2021 Senior Executive Officer of SIGMAXYZ Inc. Significant concurrent positions outside the Company – Reasons for nominating the candidate as outside Director and overview of expected roles Tatsuhiro Matsuoka has been nominated as a candidate for outside Director as the Company believes that the candidate is qualified for the position due to the candidate’s many achievements as a person in charge of comprehensive services utilizing IT and digital expertise, and as a manager of information security division, at a major corporation (IT consulting) and with the expectation that these assets can benefit the management of the Company. Accordingly, the Company proposes the candidate’s election as outside Director. As an outside Director who is independent from management, the Company expects that the candidate will play an appropriate role in enhancing the supervisory function of the Board of Directors of the Company by supervising and providing advice, etc. on the execution of duties by Directors, mainly from his perspective as an expert in IT, digital and information security. Independence of the candidate Tatsuhiro Matsuoka satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange. If the candidate is elected, the Company will appoint the candidate as an independent officer and notify the exchange to that effect. Agreement limiting liability In accordance with provisions of Article 427, paragraph 1 of the Companies Act and Article 27, paragraph 2 of the Articles of Incorporation, the Company will enter into an agreement with Tatsuhiro Matsuoka to limit the liability for damages under Article 423, paragraph 1 of the Companies Act to the extent of the minimum liability amount prescribed under Article 425, paragraph 1 of the Companies Act. 16 No. Name (Date of Birth) Career Summary, and Positions and Responsibility in the Company Number of the Company’s Shares Owned 10 Kazuo Nishiyama (April 9, 1975) Jul. 2003 Apr. 2007 Apr. 2012 Feb. 2014 Apr. 2014 Joined Sony Corporation (currently Sony Group Corporation) General Manager of Business Strategy Office, Chemical & Energy Department of Sony Corporation General Manager of Corporate Planning and Promotion Department of Sony Corporation Head of SRE Business Preparation Office of Sony Corporation President & Chief Executive Officer (Representative Director) of Sony Real Estate Corporation (currently SRE Holdings Corporation) (present) Mar. 2018 Director of Management Sherpa Solution Co., Ltd Oct. 2018 President & Chief Executive Officer (Representative Director) of SRE AI Partners Corporation (present) Dec. 2021 Director of SRE Asset Management Ltd. (present) – Significant concurrent positions outside the Company President & Chief Executive Officer (Representative Director) of SRE Holdings Corporation Reasons for nominating the candidate as outside Director and overview of expected roles Kazuo Nishiyama has been nominated as a candidate for outside Director as the Company believes that the candidate is qualified for the position due to the candidate’s experience and insight gained as a founder and manager of major corporations (IT and real estate) and with the expectation that these assets can benefit the management of the Company, mainly in its new businesses. Accordingly, the Company proposes the candidate’s election as outside Director. As an outside Director who is independent from management, the Company expects that the candidate will play an appropriate role in enhancing the supervisory function of the Board of Directors of the Company by supervising and providing advice, etc. on the execution of duties by Directors, mainly from the perspective of IT and as a founder and manager of corporations in industries outside the Company’s scope of business. Independence of the candidate Kazuo Nishiyama satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange. If the candidate is elected, the Company will appoint the candidate as an independent officer and notify the exchange to that effect. Agreement limiting liability In accordance with provisions of Article 427, paragraph 1 of the Companies Act and Article 27, paragraph 2 of the Articles of Incorporation, the Company will enter into an agreement with Kazuo Nishiyama to limit the liability for damages under Article 423, paragraph 1 of the Companies Act to the extent of the minimum liability amount prescribed under Article 425, paragraph 1 of the Companies Act. Notes: 1. Each of the candidates has no special interest in the Company. 2. “Number of the Company’s Shares Owned” indicates the number of shares owned as of February 28, 2022. 3. The Company has entered into a liability insurance contract with an insurance company for officers as stipulated in Article 430-3, paragraph 1 of the Companies Act, with all officers, etc. of the Company (and some subsidiaries) as insureds. The insurance contract covers damages suffered by the insureds due to claims for damages made against them arising from their acts (including omissions) carried out in the course of their duties. However, there are certain exemptions to the contract, such as not being covered for damages arising from acts carried out while aware that such acts would be in violation of laws and regulations. If the election of the candidates for Director is approved, each of the candidates will be insured under the relevant insurance contract. The insurance premiums are paid in full by the Company, including the special clause. The Company plans to renew the insurance contract during each candidate’s term of office. 17 Proposal 3: Election of Two (2) Audit & Supervisory Board Members The term of office of Audit & Supervisory Board Member Yoshiko Hayama will expire and Audit & Supervisory Board Member Mariko Matsumura will resign at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of two Audit & Supervisory Board Members. The Company proposes the election of Wataru Maekawa as the replacement for Audit & Supervisory Board Member Mariko Matsumura, with his term of office to be until the end of the term of office of Audit & Supervisory Board Member Mariko Matsumura, as stipulated in the Company’s Articles of Incorporation. The consent of the Audit & Supervisory Board has been obtained for this proposal. The candidates for Audit & Supervisory Board Member are as follows: [Reference] Policy and procedures in determining the candidates for Audit & Supervisory Board Member The policy and procedures for the Board of Directors in determining the candidates for Audit & Supervisory Board Member are as follows. Policy • The individuals nominated and elected for Audit & Supervisory Board Member shall be suitably qualified to be Audit & Supervisory Board Members, shall have independence from the Company, and shall be able to perform the role for the full term of office. Procedure • Concerning the procedure for nominating and electing candidates for Audit & Supervisory Board Member, the Representative Director shall submit an original proposal for candidates, then, after consent has been obtained from the Audit & Supervisory Board, the final decision regarding nomination is made by the Directors at the Board of Directors meeting. [Reference] Skills matrix of Directors and Audit & Supervisory Board Members Please refer to page 22 of this notice for a skills matrix of Directors and Audit & Supervisory Board Members in the event that Proposal 2 and Proposal 3 are approved and adopted as originally proposed. 18 No. Name (Date of Birth) Career Summary, and Positions and Responsibility in the Company Number of the Company’s Shares Owned 1 Yoshiko Hayama (October 7, 1959) Tenure as Audit & Supervisory Board Member 4 years (at the conclusion of this General Meeting of Shareholders) Attendance at Board of Directors meetings 17/17 Attendance at Audit & Supervisory Board meetings 14/14 Apr. 1983 Oct. 1990 Jan. 2007 Jan. 2015 Jun. 2015 Joined The Fuji Bank, Limited (currently Mizuho Bank, Ltd.) Joined Tohmatsu & Co. (currently Deloitte Touche Tohmatsu LLC) Mar. 1994 Registered as a Certified Public Accountant Joined Ernst & Young ShinNihon (currently Ernst & Young ShinNihon LLC) Representative of Yoshiko Hayama Certified Public Accountant Office (present) Outside Audit & Supervisory Board Member of COCO’S JAPAN CO., LTD. – May 2016 Outside Director of SUGI HOLDINGS CO., LTD. (present) Aug. 2016 Research Specialist of The Japanese Institute of Certified Public Accountants (present) Jun. 2017 Outside Director of COCO’S JAPAN CO., LTD. May 2018 Outside Audit & Supervisory Board Member of the Company (present) Mar. 2020 Outside Director (Audit and Supervisory Committee Member) of DYNAC HOLDINGS CORPORATION Jun. 2020 Independent Director of Zensho Holdings Co., Ltd. (present) Significant concurrent positions outside the Company Representative of Yoshiko Hayama Certified Public Accountant Office Outside Director of SUGI HOLDINGS CO., LTD. Independent Director of Zensho Holdings Co., Ltd. Reasons for nominating the candidate as outside Audit & Supervisory Board Member Yoshiko Hayama has been nominated as a candidate for outside Audit & Supervisory Board Member, although the candidate has never participated in the management of companies other than as an outside officer, as the Company believes that the candidate is qualified for the position with the expectation that the candidate would reflect, in audits of the Company, the candidate’s professional knowledge as a certified public accountant as well as rich experience and insight cultivated through performing the candidate’s duties at audit corporations. Accordingly, the Company proposes the candidate’s election as outside Audit & Supervisory Board Member. Independence of the candidate The Company has appointed Yoshiko Hayama as an independent officer as provided for by the Tokyo Stock Exchange and notified the exchange to that effect. If the candidate is reelected, the Company will continue to have the candidate as an independent officer. Agreement limiting liability In accordance with provisions of Article 427, paragraph 1 of the Companies Act and Article 34, paragraph 2 of the Articles of Incorporation, the Company has entered into an agreement with Yoshiko Hayama to limit the liability for damages under Article 423, paragraph 1 of the Companies Act to the extent of the minimum liability amount prescribed under Article 425, paragraph 1 of the Companies Act. If the candidate is reelected, the Company will continue the agreement with the candidate. 19 No. Name (Date of Birth) Career Summary, and Positions and Responsibility in the Company Number of the Company’s Shares Owned 2 Wataru Maekawa (February 10, 1950) May 1980 Registered as an Attorney at Law (Dai-Ichi Tokyo Bar Association) Sep. 1990 Jointly Established Tokyo Urban Law Office Jan. 1998 Established Maekawa Law Firm, Director May 2003 Outside Audit & Supervisory Board Member of POINT INC. (currently the Company) – Apr. 2004 Vice Chairman of Dai-Ichi Tokyo Bar Association Mar. 2015 Outside Director of Keiyo Gas Co.,Ltd (present) Apr. 2020 Established Maekawa & Ito Law Firm, Director (present) Significant concurrent positions outside the Company Director of Maekawa & Ito Law Firm Outside Director of Keiyo Gas Co., Ltd Reasons for nominating the candidate as outside Audit & Supervisory Board Member Wataru Maekawa has been nominated as a candidate for outside Audit & Supervisory Board Member, although the candidate has never participated in the management of companies other than as an outside officer, as the Company believes that the candidate is qualified for the position with the expectation that the candidate would reflect, in audits of the Company, the candidate’s professional view as well as rich experience and insight of corporate legal affairs as an attorney at law. Accordingly, the Company proposes the candidate’s election as outside Audit & Supervisory Board Member. Independence of the candidate Wataru Maekawa satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange. If the election of the candidate is approved, the Company will appoint the candidate as an independent officer and notify the exchange to that effect. Agreement limiting liability In accordance with provisions of Article 427, paragraph 1 of the Companies Act and Article 34, paragraph 2 of the Articles of Incorporation, the Company plans to enter into an agreement with Wataru Maekawa to limit the liability for damages under Article 423, paragraph 1 of the Companies Act to the extent of the minimum liability amount prescribed under Article 425, paragraph 1 of the Companies Act. Notes: 1. Each of the candidates has no special interest in the Company. 2. “Number of the Company’s Shares Owned” indicates the number of shares owned as of February 28, 2022. 3. The Company has entered into a liability insurance contract with an insurance company for officers as stipulated in Article 430-3, paragraph 1 of the Companies Act, with all officers, etc. of the Company (and some subsidiaries) as insureds. The insurance contract covers damages suffered by the insureds due to claims for damages made against them arising from their acts (including omissions) carried out in the course of their duties. However, there are certain exemptions to the contract, such as not being covered for damages arising from acts carried out while aware that such acts would be in violation of laws and regulations. If the election of the candidates for Audit & Supervisory Board Member is approved, each of the candidates will be insured under the relevant insurance contract. The insurance premiums are paid in full by the Company, including the special clause. The Company plans to renew the insurance contract during each candidate’s term of office. 20 [Reference] Audit & Supervisory Board Members after elections (scheduled) No. Name Current positions in the Company Significant concurrent positions outside the Company – Tsuyoshi Matsuda – Kazuhiko Ebihara Independent Outside Full-time Audit & Supervisory Board Member Outside Audit & Supervisory Board Member 1 Yoshiko Hayama 2 Wataru Maekawa Independent Outside Outside Audit & Supervisory Board Member Independent Outside Outside Audit & Supervisory Board Member – – Representative of Yoshiko Hayama Certified Public Accountant Office Outside Director of SUGI HOLDINGS CO., LTD. Independent Director of Zensho Holdings Co., Ltd. Outside Director of Keiyo Gas Co., Ltd Director of Maekawa & Ito Law Firm Note: The term of office of an Audit & Supervisory Board Member of the Company is four years. Tsuyoshi Matsuda and Kazuhiko Ebihara were elected at the 70th Ordinary General Meeting of Shareholders held on May 28, 2020. Kazuhiko Ebihara was designated an independent officer as provided for by the Tokyo Stock Exchange, to which a notification was made to that effect. There are three outside Audit & Supervisory Board Members who are independent officers. 21 [Reference] Skills matrix of Directors and Audit & Supervisory Board Members The skills matrix of Directors and Audit & Supervisory Board Members is as follows in the event that Proposal 2 and Proposal 3 are approved and adopted as originally proposed. Knowledge, experience, and capabilities, etc., of Directors and Audit & Supervisory Board Members Corporate manage- ment Sales/ marketing Product SCM Global IT/DX Legal/risk manage- ment Finance/ accounting ESG ● ● Michio Fukuda Osamu Kimura Masayuki Kindo Yoshiaki Kitamura Taiki Fukuda ● Satoshi Akutsu ● ● Hiromi Horie Internal Outside Koichi Mizutome Tatsuhiro Matsuoka Kazuo Nishiyama Tsuyoshi Matsuda Kazuhiko Ebihara Yoshiko Hayama Wataru Maekawa ● ● Director Internal Outside Audit & Supervisory Board Member ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● Notes: 1. The above list presents the particular fields in which the Company’s Directors and Audit & Supervisory Board Members are expected to demonstrate expertise. It does not represent all of their knowledge. 2. The aspect of personnel and HR is included in “Corporate management.” 3. SCM stands for supply chain management. 22 Proposal 4: Revision of Details of Performance-Linked and Share-Based Compensation for Directors 1. Reason for the proposal and reasons for justifying the revision The Company received approval for a performance-linked and share-based compensation plan (hereinafter, the “Plan”) for Directors of the Company (excluding outside Directors and those not resident in Japan; hereafter the same shall apply within this Proposal) at the 66th Ordinary General Meeting of Shareholders, held on May 26, 2016, and approval for revision of its contents at the 70th Ordinary General Meeting of Shareholders, held on May 28, 2020. The Company has formulated and been working on the medium-term management plan (hereinafter, the “Management Plan”), and believes that in an economic environment of increasing uncertainty, in order to steadily promote the Management Plan, it is necessary to further heighten the awareness of Directors toward contributing to improving the Company’s operating performance and to increasing corporate value over the medium and long term, and to make them aware of their shared interests with shareholders. To this end, the Company asks for approval to change the timing of the delivery of the shares in order to have Directors hold the Company’s shares earlier. The revision of the Plan is based on the Policy for Determining the Details of Individual Compensation of Directors, which states the overview of the content on page 41 of this Notice (in Japanese only), and aims to further heighten the awareness of Directors toward contributing to improving the Company’s operating performance and to increasing corporate value over the medium and long term, and the Company believes it reasonable to adopt this Plan. If this proposal is approved, the Company plans to change the wording of “d. Policy Regarding Determination of Details of Performance-Linked Compensation and Non-Monetary Compensation, and Calculation Method of Number and Amounts Thereof (Including Policy Regarding Determination of Timing and Conditions for Awarding Compensation, etc.)” within the Policy for Determining the Details of Individual Compensation of Directors so as to align with the approved details. The number of Directors eligible for the Plan after the revision is five provided that Proposal 2 “Election of Ten (10) Directors” is approved as originally proposed. 2. Details of the Plan revision The changes apply to the parts of the current Plan that relate to the timing of the delivery and payment (hereinafter, “Delivery, etc.”) of the Company’s shares and the amount of money equivalent to the Company’s shares converted into cash (hereinafter, “the Company’s Shares, etc.”) to Directors. (1) Overview of the Plan The Plan is a share-based compensation plan in which shares of the Company are acquired through a trust using funds for the amount of compensation for Directors contributed by the Company, and the Delivery, etc. of the Company’s Shares, etc. is made to Directors through the trust according to their position and the degree of operating performance achieved in a period of three consecutive fiscal years (hereinafter in this proposal, each fiscal year referred to as “Fiscal Year Applicable for Assessment”). (2) Timing of Delivery, etc., of the Company’s Shares, etc., to Directors Directors who satisfied the beneficiary requirements were able, after two years had elapsed as reckoned from the beginning of each Fiscal Year Applicable for Assessment, 23 to take Delivery, etc. of a number of the Company’s Shares, etc. based on the number of points relating to the Fiscal Year Applicable for Assessment in question, but in order to further raise awareness of the need to align interest value with those of shareholders, said Directors shall be able to take Delivery, etc. of the Company’s Shares, etc. after one year has elapsed as reckoned from the beginning of each Fiscal Year Applicable for Assessment, so as to enable Directors to take ownership of the shares of the Company at an earlier stage. However, the Company’s shares acquired through the Plan shall be held continuously by Directors for a period of at least two years after delivery. ● Details of the Plan revision (Underlined parts are amended.) Item Before revision After revision ・After two years have elapsed as ・After one year has elapsed as reckoned from the beginning of each Fiscal Year Applicable for Assessment. However, the Company’s shares acquired through the Plan shall be held continuously by Directors for a period of at least one year after delivery. (Other items) Timing of Delivery, etc., of the Company’s Shares, etc., to Directors reckoned from the beginning of each Fiscal Year Applicable for Assessment. However, the Company’s shares acquired through the Plan shall be held continuously by Directors for a period of at least two years after delivery. Points for the Fiscal Years Applicable for Assessment that ended on February 28, 2021 and 2022, before this amendment, shall be awarded after two years have elapsed as reckoned from the beginning of the Fiscal Year Applicable for Assessment. However, the Company’s shares shall be held continuously by Directors for a period of at least one year after delivery. There have been no other changes to the Plan. ● Key points of the Plan as approved by the 66th Ordinary General Meeting of Shareholders and 70th Ordinary General Meeting of Shareholders Item Applicable Period Persons eligible for the Delivery, etc., of the Company’s Shares, etc., under the Plan Maximum amount of money contributed by the Company and the method of acquisition of shares of the Company Maximum number of the Company’s Shares, etc., acquired by Directors Contents of the terms of achieving performance targets Voting rights concerning the shares of the Company in the Trust Contents The three-year period from the fiscal year ended February 28, 2021 to the fiscal year ending February 28, 2023 Directors of the Company (excluding outside Directors and those not resident in Japan) ・ A total of ¥732 million in the applicable period of three fiscal years ・ Shares of the Company are purchased on the stock market or from the Company (disposition of treasury shares). ・ No more than a total of 333,000 shares during a three-year period (111,000 shares per year) ・ 0.7% of the total number of issued shares (after deducting treasury shares as of February 29, 2020) (approximately 0.2% of the total number of shares outstanding per year) ・ Terms vary in accordance with the degree of achievement for the targets in terms of year-on-year change in net sales and operating income and operating margin. ・ The number of shares is determined within the range of 0 to 200%. In order to ensure neutrality toward management, voting rights shall not be exercised during the trust period. 24