トリドールホールディングス（3397） – 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: 3397 June 14th, 2022 To TORIDOLL Holdings Corporation shareholders: Takaya AWATA (Mr.) President (CEO) TORIDOLL Holdings Corporation 1-21-1 Dogenzaka, Shibuya-ku, Tokyo Notice of the 32nd Annual General Meeting of Shareholders You are hereby notified of the convocation of the 32nd Annual General Meeting of Shareholders of TORIDOLL Holdings Corporation (the “Company”) to be held as described below. Because the COVID-19 pandemic still shows no signs of ending, after carefully considering these circumstances, we have decided to hold the Annual General Meeting of Shareholders while taking appropriate measures to avoid the spread of infection. The number of seats for guests will be significantly fewer than normal as we widen the distance between seats in the venue in an effort to prevent the spread of infection. As a result, there may be cases in which shareholders who come to the venue will not be allowed to enter. Thank you for your understanding. Instead of attending on the day of the Meeting you may exercise your voting rights in writing or via the Internet, etc., so we recommend that shareholders take the above into consideration when deciding whether or not to attend in person. In this case, please review the attached Reference Documents for General Meeting of Shareholders and exercise your voting rights no later than 6:00 p.m. on Tuesday, June 28, 2022 (JST). * To avoid the spread of infection, we ask for your cooperation in disinfecting your hands with alcohol-based sanitizer, having your temperature taken at the entrance of the venue and in wearing a face mask at the venue. 1. Date and Time: Wednesday, June 29, 2022, at 10:00 a.m. (JST) (reception begins at 9:00 a.m.) 2. Venue: Bellesalle Shibuya Garden 1F, Sumitomo Fudosan Garden Tower, 16-17, Nampeidaicho, Shibuya-ku, Tokyo 3. Purpose of Meeting Matters to be reported: 1. The business report, consolidated financial statements and the results of the audit of consolidated financial statements by Financial Auditor and the Audit & Supervisory Committee for the 32nd fiscal year (from April 1, 2021 to March 31, 2022) 2. Non-consolidated financial statements for the 32nd fiscal year (from April 1, 2021 to March 31, 2022) Matters to be resolved: Proposal No. 1 Proposal No. 2 Proposal No. 3 Partial Amendments to the Articles of Incorporation Election of Three Directors (Excluding Directors who are Audit & Supervisory Committee Members) Election of One Substitute Director who is an Audit & Supervisory Committee Member Please be aware that no gifts will be prepared for the Meeting. In addition, please note that no social event for shareholders will be held. Your kind understanding is appreciated. – 1 – When not attending the Meeting in person Procedures for Exercising Voting Rights Exercising your voting rights in writing (Voting Right Exercise Form) Please indicate your vote of approval or disapproval of each proposal in the enclosed voting form and return this form for receipt by 6:00 p.m. on Tuesday, June 28, 2022 (JST). Exercising your voting rights via the Internet, etc. Please log into the website as specified by the Company and indicate your approval or disapproval of the agenda by 6:00 p.m. on Tuesday, June 28, 2022 (JST). When attending the Meeting in person Please present the enclosed voting form at the reception desk on the day of the Meeting. Please bring this notice with you in order to save resources. With regards to Internet Disclosure: ● In addition to this notice of the Annual General Meeting of Shareholders, the following documents are posted online on the Company’s website in accordance with Article 14 of the Articles of Incorporation and government regulations and hence not attached to this notice of Annual General Meeting of Shareholders – “The Company’s Criteria for the Independence of Outside Directors,” “Share Acquisition Rights, etc. of the Company,” “Financial Auditor,” “Systems to Ensure That Directors Perform Their Duties in Compliance With Relevant Laws and Regulations and the Articles of Incorporation, and Other Systems to Ensure Properness of Operations of the Company, and Operational Status of These Systems” “Consolidated Statements of Changes in Equity,” “Notes to Consolidated Financial Statements,” “Statements of Changes in Equity,” and “Notes to Non-consolidated Financial Statements.” Furthermore, the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements which are included in the documents attached to this notice of Annual General Meeting of Shareholders are (i) part of the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements that are audited when the Audit & Supervisory Committee creates its audit report, and (ii) also a part of the Consolidated Financial Statements and Non-consolidated Financial Statements that are audited when the Financial Auditor creates its accounting audit report. If any changes have been made to items in the Reference Documents for General Meeting of Shareholders, Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements, such changes will be posted online on the Company’s website. (https://www.toridoll.com/) ● – 2 – Instructions on Exercising Voting Rights via the Internet, Etc. “Smart Exercise®” by scanning the login QR Code You can log into the website for exercising voting rights without entering the voting right exercise code and password. 1 Please scan the QR Code provided at the bottom right of the voting form. * QR Code is a registered trademark of DENSO WAVE INCORPORATED. 2 Please follow the instructions on the screen and indicate your approval or disapproval. “Smart Exercise®” can be used to exercise your voting rights one time only. After exercising your voting rights, in order to change your initial vote, please access the desktop website and enter the voting right exercise code and password printed on the voting form to log in, then exercise your voting rights again. * Scanning the QR Code again will take you to the desktop website. By entering the voting right exercise code and password Website for exercising voting rights: https://soukai.mizuho-tb.co.jp/ 1 Please access the website for exercising voting rights. Click “Continue” 2 Enter the voting right exercise code given on the voting form. Enter the “voting right exercise code” Click “Next” 3 Enter the password given on the voting form. Enter password Please set a new password to use in the future Click “Enter” 4 Please follow the instructions on the screen and indicate your approval or disapproval. Internet Help Hotline, Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd. 0120-768-524 (Hours: 9:00 a.m. to 9:00 p.m., excluding year end and new year holidays) Institutional investors can use the electronic voting platform for institutional investors operated by ICJ, Inc. Notes: ■ Shareholder shall bear the expenses for connection to the Internet. ■ The password is a means to verify the identity of the person exercising voting rights as a shareholder. Please keep the password safe until the end of this General Meeting of Shareholders. The Company will not be able to respond to inquiries about the password by telephone. The Company will not contact you to ask for your password. ■ If the password is entered incorrectly for a certain number of times, the account will be locked and unusable. If this occurs, please complete the procedures as indicated by the guidance shown on-screen. ■ Although operational checks have been carried out on the website for exercising voting rights on most devices that connect to the Internet, please note, there is a possibility that the site may be unable to be used on the shareholder’s device. ■ If a shareholder exercises their voting rights both in writing and via the Internet, etc., only the exercise of voting rights via the Internet will be accepted. ■ If voting rights are exercised more than once via the Internet, etc., only the last exercise shall be accepted. – 3 – Reference Documents for General Meeting of Shareholders Proposals and Reference Information Proposal No. 1 1. Reasons for the proposal Partial Amendments to the Articles of Incorporation (1) Accompanying the enforcement of the Act for Partially Amending the Industrial Competitiveness Enhancement Act (Act No. 70 of 2021), under certain conditions as established in the Articles of Incorporation, at listed companies it is now acceptable to hold the General Meeting of Shareholders with no fixed location (a so-called virtual General Meeting of Shareholders). In order to make it easier for more shareholders to attend regardless of their place of residence to enable a more active, efficient, and smooth General Meeting of Shareholders, reduce the risk of infection and dangers during large-scale natural disasters, etc., and allow for a General Meeting of Shareholders with no fixed location, the Company intends to make the necessary amendments to Article 11 (Convocation) of the current Articles of Incorporation and newly establish Paragraph 2. (2) 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. (i) Article 14, 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. (ii) Article 14, 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. (iii) Since the provisions for Disclosure over the Internet and Deemed Delivery of Reference Documents, etc. for General Meetings of Shareholders (Article 14 of the current Articles of Incorporation) will no longer be required, they will be deleted. (iv) Accompanying the aforementioned establishment and deletion of provisions, supplemental provisions regarding the effective date, etc. will be established. 2. Details of the amendments The details of the amendments are as follows: Current Articles of Incorporation Proposed Amendments (Amended portions are underlined) Article 11. Convocation The Company’s Ordinary General Meeting of Shareholders shall be convened in June every year, whereas an Extraordinary General Meeting of Shareholders shall be convened from time to time whenever deemed necessary. Article 11. (Change in Japanese only; English unchanged) 1. (Unchanged) (Newly established) 2. The Company may hold a General Meeting of Shareholders with no fixed location. – 4 – Proposed Amendments (Deleted) Current Articles of Incorporation Article 14. Disclosure over the Internet and Deemed Delivery of Reference Documents, etc. for General Meetings of Shareholders Upon convening any General Meeting of Shareholders, the Company may deem that the information required to be stated or indicated in the reference documents for the General Meeting of Shareholders, the business report, the financial statements and the consolidated financial statements has been provided to the shareholders, if the Company discloses such information over the Internet in a manner prescribed by applicable ordinances of the Ministry of Justice. (Newly established) Article 1. and Article 2. SUPPLEMENTAL PROVISIONS (Omitted) (Newly established) SUPPLEMENTAL PROVISIONS (Unchanged) Article 1. and Article 2. Article 3. Article 14. Measures, etc. for Providing Information in 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. Of 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. 1. The deletion of Article 14. Disclosure over the Internet and Deemed Delivery of Reference Documents, etc. for General Meetings of Shareholders in the pre-amended Articles of Incorporation and the establishment of Article 14. Measures, etc. for Providing Information in Electronic Format in the amended Articles of Incorporation shall be effective from 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 14. Disclosure over the Internet and Deemed Delivery of Reference Documents, etc. for General Meetings of Shareholders of the pre-amended Articles of Incorporation shall remain effective regarding any General Meeting of Shareholders held on a date within six months from the Date of Enforcement. 3. This Article shall be deleted on the date when six months have elapsed from the Date of Enforcement or three months have elapsed from the date of the General Meeting of Shareholders in the preceding paragraph, whichever is later. – 5 – Proposal No. 2 Election of Three Directors (Excluding Directors who are Audit & Supervisory Committee Members) At the conclusion of this meeting, the term of office for all four Directors (excluding Directors who are Audit & Supervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, the Company proposes the election of three Directors. When selecting the Director candidates, the Nomination Committee, members of which include all three independent Outside Directors (Audit & Supervisory Committee Members) who constitute a majority, has been consulted. Furthermore, taking into account deliberations by the Nomination Committee, the Audit & Supervisory Committee has determined that the proposal is appropriate, based on the judgment that the election of each candidate will contribute to the improvement of the Company’s corporate value. The candidates for Director are as follows: Name Company Current position and responsibility in the Attendance at Board of Takaya Awata Reelection President (CEO) Candidate no. 1 Directors meetings 100% (19/19) 100% (15/15) 2 Takashi Sugiyama Reelection Managing Director General Manager of International Business Division Director General Manager of Supply Chain Management Division General Manager of Product Development Department 3 Masatoshi Kamihara Reelection 100% (19/19) – 6 – 1 2 Candidate no. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Aug. 1985 June 1990 Oct. 1995 Self-employed (opened Toridoll Sanban-Kan) Established Toridoll Ltd., President The Company changed its organizational structure to Toridoll corporation (currently, TORIDOLL Holdings Corporation), President (CEO) (current position) Number of the Company’s shares owned 27,577,311 shares Takaya Awata October 28, 1961 (60 years old) Reelection Attendance at Board of Directors meetings: 100% (19/19) Length of tenure at the conclusion of this meeting: 32 years Reasons for nomination as candidate for Director: The Company has nominated Mr. Takaya Awata as a candidate for Director based on its judgment that he is necessary for the sustainable growth and medium to long-term improvement of the Company’s corporate value in the future as he possesses a deep understanding of the Company’s business gained through consistent involvement in the Company’s operations since its establishment as well as swift and accurate decision-making skills and excellent risk management capabilities. Takashi Sugiyama May 23, 1977 (45 years old) Reelection Attendance at Board of Directors meetings: 100% (15/15) Length of tenure at the conclusion of this meeting: 1 year Apr. 2001 Oct. 2006 July 2015 June 2017 Feb. 2019 July 2019 Oct. 2019 Feb. 2020 June 2021 Joined Deloitte Tohmatsu Consulting Co., Ltd. (currently ABeam Consulting Ltd.) Joined ABeam M&A Consulting Ltd. (currently PwC Advisory LLC) Joined Deloitte Tohmatsu Consulting LLC. Executive Officer and Partner Joined the Company General Manager of International Business Preparation Office, International Business Division General Manager of International Business Planning Department, International Business Division Executive Officer and General Manager of International Business Division Managing Director and General Manager of International Business Division (current position) Role in the Company General Manager of International Business Division Significant concurrent positions outside the Company Director of Tam Jai International Co. Limited 3,293 shares Reasons for nomination as candidate for Director: The Company has nominated Mr. Takashi Sugiyama as a candidate for Director based on its judgment that his capabilities are necessary for the future management of the Company as he possesses experience and insight related to international business that he has developed through work at management consulting firms, and has utilized this experience and insight to contribute to the advancement of our international business since joining the Company. – 7 – Candidate no. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned Masatoshi Kamihara January 30, 1959 (63 years old) Reelection Attendance at Board of Directors meetings: 100% (19/19) Length of tenure at the conclusion of this meeting: 4 years 3 Apr. 1981 June 2003 July 2013 Sept. 2013 Jan. 2015 Feb. 2016 Apr. 2016 June 2018 Apr. 2019 Jan. 2020 Joined Wenco Japan Co., Ltd. (a group company of The Daiei, Inc.) Self-employed (Founded Food Business Consulting) General Manager of Food Hygiene Control Department of the Company General Manager of Merchandising Department General Manager of Merchandising Department and Product Department Executive Officer, General Manager of Merchandising Department and Product Department Executive Officer, General Manager of Product Division Director, General Manager of Product Division Director, General Manager of Supply Chain Management Division Director, General Manager of Supply Chain Management Division and General Manager of Product Development Department (current position) Role in the Company General Manager of Supply Chain Management Division and General Manager of Product Development Department 9,916 shares Reasons for nomination as candidate for Director: The Company has nominated Mr. Masatoshi Kamihara as a candidate for Director based on its judgment that his capabilities are necessary for the management of the Company in the future as he possesses comprehensive knowledge of products through his experience in a major distribution company and as an independent consultant, and by utilizing such experience and insight since joining the company, he has contributed to the expansion of food procurement routes and cost reduction. Notes: 1. There is no special interest between any of the candidates for Director and the Company. 2. The age listed for each candidate for Director is their age as of the dispatch date of this notice of the Annual General 3. Attendance record at Board of Directors meetings for Mr. Takashi Sugiyama is based on the number of meetings held Meeting of Shareholders. since his appointment as Director on June 29, 2021. 4. Pursuant to the provisions of Paragraph 1 of Article 430-2 of the Companies Act, the Company has entered into an indemnity agreement with Mr. Takaya Awata, Mr. Takashi Sugiyama and Mr. Masatoshi Kamihara under which the Company agrees to indemnify costs and losses, as provided for in Item 1 and Item 2, respectively, of said Paragraph, within the range prescribed by laws and regulations. In the event that the election of Mr. Takaya Awata, Mr. Takashi Sugiyama and Mr. Masatoshi Kamihara is approved, the Company plans to renew the respective indemnity agreements with each of them. 5. The Company has entered into a directors and officers liability insurance policy as provided for in Paragraph 1 of Article 430-3 of the Companies Act with an insurance company. The policy will cover the amount of indemnification and court costs incurred in cases where a Director who is an insured receives a claim for damages arising from their performance of duties. The full amount of the insurance premiums for this insurance policy is borne by the Company. If the election of each candidate for Director is approved, each of them will be included as an insured in the insurance policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms. – 8 – Election of One Substitute Director who is an Audit & Supervisory Committee Member Proposal No. 3 The Company proposes the election of one substitute Director who is an Audit & Supervisory Committee Member in advance in case the number of Directors who are Audit & Supervisory Committee Members falls below the number required by laws and regulations. The Audit & Supervisory Committee has consented to this proposal. The candidate for the role of substitute Director who is an Audit & Supervisory Committee Member is as follows: Number of the Company’s shares owned Career summary and significant concurrent positions outside the Company Name (Date of birth) Koji Toyoda February 3, 1968 (54 years old) Candidate for Outside Director Candidate for Independent Director Apr. 1991 Oct. 1996 Oct. 2004 Nov. 2004 Apr. 2012 Joined Meiji Life Insurance Company (currently Meiji Yasuda Life Insurance Company) Joined Asahi & Co. (currently KPMG AZSA LLC) Registered as attorney at law Joined Miyake & Partners Registered as certified public accountant Director of AXIA Law and Accounting Office (current position) Outside Audit & Supervisory Board Member of Taiyo Machinery Co., Ltd. Auditor of Osaka University of Economics Outside Director of Daisan Co., Ltd. (Audit & Supervisory Committee Member, current position) Significant concurrent positions outside the Company Director of AXIA Law and Accounting Office, Outside Director of Daisan Co., Ltd. (Audit & Supervisory Committee Member) Nov. 2015 Mar. 2017 Dec. 2013 – shares Reasons for nomination as candidate for substitute Outside Director and overview of expected role: The Company has nominated Mr. Koji Toyoda as a candidate for substitute Outside Director based on its judgment that he possesses both expertise and experience obtained as a certified public accountant and an attorney at law, and is capable of appropriately fulfilling the duties of Outside Director if he were to assume the position. In the event that he assumes position as a Director who is an Audit & Supervisory Committee Member, he is expected to provide supervision and advice for management based on his expert knowledge and experience, and to work for improving corporate governance of the Company as a member of the Audit & Supervisory Committee, Nomination Committee and Remuneration Committee. Notes: 1. There is no special interest between Mr. Koji Toyoda, a candidate for substitute Director who is an Audit and Supervisory Committee Member, and the Company. 2. The age listed for the candidate for substitute Director who is an Audit & Supervisory Committee Member, Mr. Koji Toyoda, is his age as of the dispatch date of this notice of the Annual General Meeting of Shareholders. 3. Mr. Koji Toyoda is a candidate for substitute Outside Director. 4. 5. 6. In the event that Mr. Koji Toyoda assumes position as Director who is an Audit & Supervisory Committee Member, the Company plans to execute a contract for limitation of liability with him to limit his liability as stipulated in Paragraph 1 of Article 423 of the Companies Act up to the total sum stipulated in Paragraph 1 of Article 425 of the Companies Act. In the event that Mr. Koji Toyoda assume position as Director who is an Audit & Supervisory Committee Member, the Company plans to submit a notification to Tokyo Stock Exchange, Inc. as an Independent Director who is obliged by said exchange to be designated as one not having the potential to cause conflicts of interest against general shareholders. In the event that Mr. Koji Toyoda assumes position as a Director who is an Audit & Supervisory Committee Member, the Company plans, pursuant to the provisions of Paragraph 1 of Article 430-2 of the Companies Act, to enter into an indemnity agreement with him under which the Company agrees to indemnify costs and losses, as provided for in Item 1 and Item 2, respectively, of said Paragraph, within the range prescribed by laws and regulations. 7. The Company has entered into a directors and officers liability insurance policy as provided for in Paragraph 1 of Article 430-3 of the Companies Act with an insurance company. The policy will cover the amount of indemnification and court costs incurred in cases where a Director who is an insured receives a claim for damages arising from their performance of duties. The full amount of the insurance premiums for this insurance policy is borne by the Company. In the event that Mr. Koji Toyoda assumes position as Director who is an Audit & Supervisory Committee Member, he will be included as an insured under this insurance policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms. – 9 – Reference: Skills Matrix The following table shows the particular expertise and experiences of the Directors and Executive Officers to be appointed at the Board of Directors meeting after the conclusion of the Annual General Meeting of Shareholders in the event that this proposal is approved. Position in the Company Corporate manage-ment Global Account-ing and finance Capital policy M&A Legal Compli-ance ESG Food service business Food hygiene control DX Innovation Digital technology ICT Marketing Store and facilities develop-ment ● ● ● ● ● Takaya Awata Representative Director, President Takashi Managing Sugiyama Director Masatoshi Kamihara Director Toshiyasu Outside Umeki Director Hiroaki Outside Umeda Director Maki Outside Kataoka Director Audit & Supervisory Committee Member Audit & Supervisory Committee Member Audit & Supervisory Committee Member Yasunori Executive Isomura Officer Atsushi Executive Kusano Officer Satoshi Executive Yamaguchi Officer Koji Executive ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● Officer Hayashi * The above table does not include all of the expertise or experiences of each person. ● ● – 10 – Attached Documents Business Report (From April 1, 2021 to March 31, 2022) Progress and results of operations Status of the corporate group 1 1 The economic environment surrounding the Group during the current fiscal year under review (April 1, 2021 – March 31, 2022), continues to be impacted by COVID-19 as in the previous fiscal year, with declarations and cancellations of a state of emergency and implementation of a semi-state of emergency affecting the number of visitors to stores. With this situation in mind, the Group has proactively introduced takeout products in Japan and bolstered initiatives to encourage visits to stores while improving management efficiency by strategically closing unprofitable stores, etc. Overseas, the Company proactively opened new stores in Asia, the United Kingdom, etc., despite the impact of COVID-19. Total trading transactions Operating profit Profit before tax ¥153,355 million (up 13.8% year-on-year) ¥14,243 million (Operating loss of 7,336 million yen in the previous fiscal year) ¥13,935 million (Loss before tax of 9,119 million yen in the previous fiscal year) ¥8,979 million (Loss of 5,456 million yen in the previous year) Profit for the year attributable to owners of the parent As a result, Marugame Seimen, a restaurant specializing in authentic “Sanuki” udon, and overseas business drove increased revenue with total trading transactions of ¥153,355 million (up 13.8% year-on-year). Business profit (Note 1) increased in all segments, resulting in 5,431 million yen, a significant increase of 9,303 million yen from the business loss of 3,872 million yen from the previous fiscal year. The Company thoroughly investigated the profitability of each store in Japan and overseas, resulting in an operating profit (Note 2) of 14,243 million yen thanks to a government grant of 12,866 million yen for cooperating with shortened operating hour requests due to COVID-19, despite recording an impairment loss of 4,188 million yen due to closing stores, compared to an impairment loss of 6,674 million yen in the previous fiscal year, and significantly increased operating loss from 7,336 million yen the previous fiscal year to 21,579 million yen, the highest figure on record. As a result, profit for the year attributable to owners of the parent was 8,979 million yen, an increase of 14,435 million from loss for the year attributable to owners of the parent of 5,456 million yen in the previous year in a V-shaped recovery for the highest figure on record. Note 1: Business Profit: Total Trading Transactions minus Cost of Sales minus Selling and General Administrative Expenses Note 2: Operating Profit: Business Profit minus Impairment Loss plus Other Operating Income minus Other Operating Expenses – 11 – Results of operations by segment are as follows: Marugame Seimen Main businesses Marugame Seimen is a restaurant chain specializing in “Sanuki” udon. Noodles machines are installed at each restaurant for a “freshly kneaded” and “freshly boiled” taste. By cooking in front of our customers in an open kitchen, we aim to create an authentic restaurant where customers can enjoy “freshness,” “hand-made style,” and “comfort.” The Marugame Udon Bento, which was launched in April 2021, has proved to be a major hit, selling over 20 million meals, supporting profits by offsetting the drop in dine-in usage due to the effects of COVID-19. The Company also developed new demand for purchasing takeout products after using dine-in options. A rapid increase in sales of takeout products such as the Marugame Udon Bento had a temporary impact on serving speed to dine-in customers, however, in-store operations were quickly improved by adding a dedicated takeout window mainly at roadside locations. Additionally, locations with a dedicated takeout window saw synergistic effects such as increased sales of tempura. As a result, total trading transactions increased by 13.7% year-on-year to ¥92,129 million. In addition to the impact of increased revenue, business profit increased significantly to 10,586 million yen, an increase of 354.0% year-on-year as a result of improved profitability per existing store due to closure of low-profit stores, etc. Overseas Business (all overseas restaurant businesses) Main businesses The Company opened company-owned stores and franchise restaurants in 30 or more countries and regions. An additional 29 Tam Jai International Co. Limited’s locations based in Hong Kong during the fiscal year contributed to significant increases in sales and profits. In the US as well, the Marugame Udon Hawaii location is performing strongly thanks to an increase in tourists, resulting in increases in sales and profits. On the other hand, Marugame Udon in Taiwan has been seriously impacted by COVID-19, resulting in reduced sales and profits due to curbed promotions, etc. Four Marugame Udon stores were opened in the United Kingdom during the fiscal year, and despite a drop in operation at some locations due to the impact of COVID-19, recognition of udon is steadily growing whereas it was previously unknown thanks to a successful location strategy and marketing. As a result, total trading transactions increased by 31.3% year-on-year to ¥41,069 million, and business profit increased by 11.3% year-on-year to ¥1,448 million despite increased store opening costs. Others Main businesses This segment includes “Kona’s Coffee,” “Nikuno Yamaki Shoten,” “Butaya Tonichi, ” “Toridoll,” “ Nagata Honjyouken, ” “Tempura Makino, ” “Ramen Zundo-Ya,” and “Banpaiya.” “Kona’s Coffee” is based on the concept of the “the Closest Hawaii,” offering limited-time seasonal pancakes, etc. Sales and profits increased thanks to enhanced measures to draw customers such as a Hawaiian hula dance show, store-roasted coffee beans, and a focus on selling miscellaneous Hawaiian goods, etc. Introduction of new menu items such as cold noodles and a focus on takeout at “Nikuno Yamaki Shoten”, closure of unprofitable “Butaya Tonichi” locations, reassigning staff, and success of sales at events have contributed to a shift to the black from an operating loss the previous fiscal year. On the other hand, sales have dropped at Japanese pub businesses such as “Toridoll” and “Banpaiya” due to the impact of shortened operating hours. As a result, total trading transactions decreased by 10.4% year-on-year to ¥20,156 million, and business profit significantly increased by 324.8% year-on-year to ¥836 million. – 12 – Financing activities 2 Capital expenditures The Group has continued to enact capital expenditures in order to grow sales by opening new stores. In this fiscal year, the Group opened nine Marugame Seimen stores (eight roadside locations and one built-in and other locations) and 13 stores of other brands in Japan. As a result, a total of 22 company-owned stores were newly opened. The Group opened 42 company-owned overseas stores in Hong Kong, Taiwan, Singapore, the US, etc. 3 In this fiscal year, the Group raised funds of ¥15,400 million from public offering of a subsidiary and ¥16,500 million from long-term loans payable from financial institutions in addition to funds on hand, and allocated them to operating funds. 4 Challenges to be addressed FY2023 to 2028 Medium- to Long-term Management Plan The Group has formulated the “FY2023 to 2028 Medium- to Long-term Management Plan,” aiming to become a global food company in both name and reality. Looking back, the Group’s key business, Marugame Seimen, has reached the top as a global restaurant chain with overwhelming speed while retaining what seems at first glance to be the illogical element of not having a central kitchen and making udon from scratch at each restaurant providing “freshly kneaded” and “freshly boiled” udon. The Group’s uniqueness and strength lies in its “coexisting contradictions,” where activities that would generally be contradictory can coexist and spread globally. The Group will define its own “drivers for the evolution of passion,” and promote the “KANDO Trade-on Strategy,” which was intentionally spelled out “KANDO” (which means passion in Japanese) in the Roman alphabet, for the achievement of management indicators based on the core of the plan in order to realize these “coexisting contradictions” while expanding the “KANDO experience of food” globally. Management Indicators Items Fiscal year ending March 31, 2023 Fiscal year ending March 31, 2025 Fiscal year ending March 31, 2028 Three-year plan Medium- to long-term target Net sales Number of stores Business profit Business profit ratio Operating profit ¥177,000 million ¥220,000 million 1,864 3.5% 2,500 6.4% ¥6,200 million ¥14,000 million ¥36,000 million or more ¥4,000 million ¥12,000 million approx. ¥30,000 million ¥300,000 million more than 5,500 12% or more around 10% Operating profit ratio For details of Medium- to long-term Management Plan, please refer to the Company’s website. https://www.toridoll.com/en/ir/library/account.html 5.5% 2.3% – 13 – “KANDO Trade-on Strategy” Our buddies buddies Four key themes (i) Provide KANDO experiences • Create and polish new ways to KANDO experiences • Establish human resource training • Create a platform that generates exciting experiences (ii) Increase quantity and quality of business portfolio • Acquire new business formats through M&A • Select and concentrate • Brand incubation (iii) Establishment of international network of Local Buddies* *Comrades around the world who have special knowledge and know-how that works toward exciting experiences • Search for new, powerful Local Buddies • Horizontal growth in important markets by leveraging partnerships (iv) Building a foundation to support the synergy of international operations • Building an extensive global network of brands • Expanding group-wide functions on an international level • Strengthen ability to launch new stores – 14 – 1 Assets, Profits, and Losses Category International Financial Reporting Standards (IFRS) 29th consolidated year ended March 31, 2019 30th consolidated year ended March 31, 2020 31st consolidated year ended March 31, 2021 (Amounts shown in millions of yen) 32nd consolidated year ended March 31, 2022 (current fiscal year under review) Total trading transactions Profit (loss) before tax Profit (loss) for the year attributable to owners of the parent Comprehensive income (loss) for the year attributable to owners of the parent Basic earnings (losses) per share (yen) Total assets Equity attributable to owners of the parent Profit ratio to equity attributable to owners of the parent (%) Notes: 145,022 1,337 267 902 3.11 117,979 33,979 156,478 2,837 1,956 21.21 209,978 45,427 134,760 (9,119) (5,456) (67.71) 209,411 39,461 153,355 13,935 8,979 99.25 240,840 62,024 1,626 (4,702) 13,599 0.8 4.9 (12.9) 17.7 1. The Company conducted a 2-for-1 stock split of common shares on April 1, 2020. The Company calculated basic earnings per share based on the hypothetical premise that this stock split occurred at the beginning of the fiscal year ended March 31, 2019. 2. At the end of current fiscal year under review, total assets increased by ¥31,429 million from the end of the previous fiscal year to ¥240,840 million, an increase of 15.0% year-on-year. This increase mainly reflected a ¥28,494 million increase in cash and cash equivalents compared with the previous fiscal year. 3. “Basic earnings (losses) per share” are calculated by deducting the amount not attributable to the Company’s common shareholders from “Profit (loss) for the year attributable to owners of the parent.” – 15 – 2 Parent company and major subsidiaries (i) Status of the parent company Not applicable. (ii) Status of major subsidiaries Company name Capital stock Major businesses Ratio of ownership of the Company TORIDOLL HOLDING LIMITED HKD $2,452,338 thousand TORIDOLL TAIWAN CORPORATION NT$52,500 thousand Marugame Udon, Inc. JPY ¥10 million Restaurant management, Active Source Inc. ZUND, Inc. JPY ¥10 million JPY ¥30 million Tam Jai International Co. Limited HKD $1,115,972 thousand Wok to Walk Franchise B.V. EUR 18 thousand TORIDOLL Global Foods Co., Ltd. JPY ¥10 million Administration and 100% management of overseas business Restaurant management, 100% 100% etc. etc. 100% Restaurant management, etc. 100% Restaurant management, etc. Restaurant management, 75% etc. 80% 59% Franchise restaurant operations, etc. Sales of agricultural products, etc. 81% 70% Restaurant management, etc. Restaurant management, etc. Restaurant management, 99% etc. TORIDOLL DINING CORPORATION USD $142 100% Holding company MARUGAME UDON USA, LLC USD $4,730 million MC GROUP PTE. LTD. SGD $300,000 MARUGAME UDON (EUROPE) GBP 940 thousand LIMITED Notes: 1. Tam Jai International Co. Limited was listed on the Main Board of the Stock Exchange of Hong Kong on October 7, 2021 in order to increase credibility and the ability to procure funds, and improve corporate value. As a result of public offering (payment completed on October 28, 2021), the ownership ratio of the Company in the said company became 75%. 2. The status of the specified wholly-owned subsidiary as defined in Article 118, Item 4 of the Regulations for Enforcement of the Companies Act as of March 31, 2022 is as follows: Name of the specified wholly-owned subsidiary: TORIDOLL HOLDING LIMITED Address of the specified wholly-owned subsidiary: 12/F, Tower 3, China Hong Kong City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong Book value of the specified wholly-owned subsidiary: ¥37,583 million Amount of total assets of the Company: ¥128,695 million – 16 – 3 Principal Business Offices (i) The Company Headquarters 1-21-1 Dogenzaka, Shibuya-ku, Tokyo (ii) Business offices of main subsidiaries Marugame Seimen, Inc. Headquarters 1-21-1 Dogenzaka, Shibuya-ku, Tokyo Yamaki, Inc. Headquarters 1-21-1 Dogenzaka, Shibuya-ku, Tokyo 1-21-1 Dogenzaka, Shibuya-ku, Tokyo 4-8-13 Tenjimbashi, Kita-ku, Osaka-shi, Osaka Toridoll Japan Inc. Headquarters ZUND, Inc. Headquarters ACTIVE SOURCE Inc. Headquarters 3-24-10 Koyama, Shinagawa-ku, Tokyo The number of stores by segment is as follows. Marugame Seimen Others *1 Company-owned Company-owned Franchise restaurants *2 Total number of stores 832 236 8 1,076 Notes: 1 The “Others” segment includes “Kona’s Coffee,” “Nikuno Yamaki Shoten,” “Butaya Tonichi,” “Toridoll,” “Nagata Honjyouken,” “Tempura Makino,” “Ramen Zundo-Ya,” and “Banpaiya.” 2 Formats other than those directly operated, such as franchises and joint ventures. – 17 – (iii) Subsidiaries (excluding those listed in (ii)) Company name Location Number of stores (stores) MARUGAME UDON USA, LLC TORIDOLL TAIWAN CORPORATION Tam Jai International Co. Limited Others (iv) Overseas franchise restaurants Total number of stores Delaware Taipei Hong Kong – Region name/country name Number of stores (stores) China (including Hong Kong) Malaysia Indonesia United States Portugal Others Total number of stores Total number of all stores 11 47 175 21 254 37 37 79 66 38 133 390 1,720 – 18 – 4 Employees Number of employees (persons) Changes from the end of the previous fiscal year (persons) 4,928 [13,463] Notes: 1. Number of employees excludes employees transferred from inside the Group to outside the Group. 2. The number of employees in brackets [] are the average number of yearly temporary employees (average number of workers per month based on the eight hour working day conversion). 3. Temporary employees include part-time workers, and dispatched employees are excluded. Lender Loan balance (millions of yen) 5 Major lenders Development Bank of Japan Inc. Sumitomo Mitsui Banking Corporation MUFG Bank, Ltd. Mizuho Bank, Ltd. Sumitomo Mitsui Trust Bank, Limited The San-in Godo Bank, Ltd. JA Hyogo Shinren +453 [+612] 18,312 12,851 10,811 10,775 3,479 2,698 2,391 – 19 – Common shares 87,663,352 shares (including 851,372 treasury shares) The total number of issued shares increased 441,400 shares by exercising stock options. Shares of the Company 1 1 Number of Shares Authorized for Issue: Common shares 230,400,000 shares 2 Total number of issued shares: Note: 3 Number of shareholders 145,953 4 Major Shareholders Takaya Awata T&T inc. The Master Trust Bank of Japan, Ltd. (Trust Account) SMBC Trust Bank Ltd., Designated Securities Trust Custody Bank of Japan, Ltd. (Trust Account) JPMorgan Securities Japan Co., Ltd. ARIAKE JAPAN Co., Ltd. SMBC Nikko Securities Inc. Shareholder name No. of shares owned (shares) Ratio of ownership (%) 27,577,311 11,160,000 5,127,900 3,738,000 1,450,500 737,600 600,000 484,400 393,100 184,500 31.77 12.86 5.91 4.31 1.67 0.85 0.69 0.56 0.45 0.21 UBS AG LONDON A/C IPB SEGREGATE CLIENT ACCOUNT Toridoll Group Employee Shareholding Association Notes: 1. The Company holds 851,372 shares of treasury shares, but these are not included in the above major shareholders. 2. Ratio of ownership is calculated excluding treasury shares. 5 Status of shares granted to Company Executives as remuneration during their duties this fiscal year Number of shares Directors (excluding Directors who are Audit & Supervisory Committee Members) Note: A description of share-based remunerations of the Company is provided in “3-5 Amount of remuneration, etc. of Directors” of the Business Report. Number of grantees (persons) 5,781 4 6 Other important matters relating to shares Not applicable. – 20 – 2 Officers 1 Directors Position in the Company Name President (CEO) Takaya Awata Managing Director Kimihiro Tanaka Managing Director Takashi Sugiyama Director Masatoshi Kamihara Director (Audit & Supervisory Committee Member) Hiroaki Umeda Role in the Company and significant concurrent positions outside the Company Chair of the Board of Directors, Member of the Nomination Committee and Member of the Remuneration Committee General Manager of Japan Business Division In charge of BT Division and Development & Construction General Headquarters Director of Tam Jai International Co. Limited General Manager of International Business Division Director of Tam Jai International Co. Limited General Manager of Supply Chain Management Division and General Manager of Product Development Department Chair of the Nomination Committee and Chair of the Remuneration Committee Representative Partner, IPO Audit & Co. Member of the Nomination Committee and Member of the Remuneration Committee Director of Hiroaki Umeda Certified Public Accountant Office, Certified Public Accountant Outside Audit & Supervisory Board Member of Fujiseiki Co., Ltd. Representative Director of E-serve Co., Ltd. Partner, IPO Audit & Co. Member of the Nomination Committee and Member of the Remuneration Director (Audit & Supervisory Committee Member) Toshiyasu Umeki Director of Hino General Accounting Office, Certified Public Accountant Representative Director of SFC Brain Consulting Inc. Director (Audit & Supervisory Committee Member) Notes: Directors. Maki Kataoka Committee Attorney at law at Dojima Law Office 1. Directors (Audit & Supervisory Committee Members) Toshiyasu Umeki, Hiroaki Umeda, and Maki Kataoka are Outside 2. Directors (Audit & Supervisory Committee Members) Toshiyasu Umeki and Hiroaki Umeda hold qualifications as certified public accountants and possess substantial insight in finance and accounting. 3. The Company has notified the Tokyo Stock Exchange, Inc. that Directors (Audit & Supervisory Committee Members) Toshiyasu Umeki, Hiroaki Umeda, and Maki Kataoka have been designated as independent officers who are obliged by said exchange to be designated as those not having the potential to cause conflict of interests against general shareholders. 4. The Company has not selected full-time Audit & Supervisory Committee Members because of the system of the Audit & Supervisory Committee that conducts audits by utilizing the internal controls system. In addition, the administrative office of the Audit & Supervisory Committee has been established in the Legal Compliance Department and assists in the duties of the Audit & Supervisory Committee. – 21 – Summary of details of indemnity agreement Summary of details of limited liability agreement 2 The Company has executed contracts with Directors (Audit & Supervisory Committee Members) Toshiyasu Umeki, Hiroaki Umeda, and Maki Kataoka to limit their liability for damages as stipulated in Paragraph 1 of Article 427 of the Companies Act, excluding cases of malicious intent or material negligence by the Director, to the amount of double the highest annual amount of proprietary benefits received or planned to be received from the Company as remuneration during their term as an entrusted Director or as compensation for the execution of other duties. 3 The Company has entered into an indemnity agreement with Director Takaya Awata, Mr. Kimihiro Tanaka, Mr. Takashi Sugiyama, Mr. Masatoshi Kamihara, Director (Audit & Supervisory Committee Member) Toshiyasu Umeki, Mr. Hiroaki Umeda, and Ms. Maki Kataoka pursuant to the provisions of Paragraph 1 of Article 430-2 of the Companies Act, under which the Company agrees to indemnify costs and losses, as provided for in Item 1 and Item 2, respectively, of said Paragraph, within the range prescribed by laws and regulations. 4 The Company has entered into a directors and officers liability insurance policy as provided for in Paragraph 1 of Article 430-3 of the Companies Act with an insurance company. The scope of those included in the insurance policy covers the Officers (Director, General Manager, Audit & Supervisory Board Member, Executive Officer, Accounting Advisor) of the Company and all companies and subsidiaries based on the Companies Act with more than a 30% stake, regardless of whether directly or indirectly, and employees in management and auditing positions, with the Company bearing the full amount of insurance premiums in the contract. The insurance policy will cover the amount of indemnification and court costs incurred in cases where an insured receives a claim for damages arising from their performance of duties. However, in order to ensure that the appropriateness of execution of duties of those covered is not impaired, compensation for damages shall not be covered if the insured persons have profited or been accommodated via illegal means, if they have engaged in criminal behavior, dishonest behavior, fraudulent practices, or have engaged in behavior with the awareness that it has violated regulations or regulatory laws. 5 Amount of remuneration, etc. of Directors Summary of details of directors and officers liability insurance policy (i) Policy for determining the details of remuneration, etc. for Directors By resolution of the Board of Directors meeting held on May 31, 2017, the Company has adopted a policy to determine details of remuneration, etc. for each Director, which was revised by resolution of the Board of Directors meeting held on February 22, 2021. When adopting the resolutions at the Board of Directors meeting held on February 22, 2021, the Remuneration Committee was consulted in advance regarding the contents of the resolutions. The policy to determine details of remuneration, etc. for each Director is as described below. a. Basic approach In order to give incentives to Directors (excluding Directors who are Audit & Supervisory Committee Members) to achieve sustainable improvement of the Group’s corporate value and promote the sharing of value with shareholders at an early stage by increasing the proportion of remuneration linked to medium- to long-term business performance and the proportion of remuneration as company stock, remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members) shall consist of basic remuneration, short-term incentive remuneration (performance-linked remuneration) and long-term incentive remuneration (stock options and restricted shares). Remuneration for Directors (Audit & Supervisory Committee Members) shall consist of basic remuneration and long-term incentive remuneration (stock options). b. Procedures for the determination of remuneration In determining the remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members), the Company guarantees objectivity in the level of remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members) by obtaining advice based on survey data on officer remuneration (including the proportion of each type of remuneration) from an external specialized organization. In addition, remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members) (including the proportion for each type of remuneration) was determined after consultation with the – 22 – Remuneration Committee, members of which include all three independent Outside Directors (Audit & Supervisory Committee Members) who constitute a majority. Taking into account deliberations by the Remuneration Committee, the Audit & Supervisory Committee will also deliberate whether the remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members) was appropriate in light of business performance and the performance of duties when determining whether to exercise the right to express opinions (Paragraph 6 of Article 361 of the Companies Act). Remuneration for Directors (Audit & Supervisory Committee Members) is determined through discussion of the Audit & Supervisory Committee Members. c. Overview of short-term incentive remuneration (performance-linked remuneration) The upper limit of the total amount of performance-linked remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members) shall be the total amount to be paid for the relevant fiscal year, which is set in advance by the Board of Directors, and shall be determined in accordance with the achievement of budget targets set in advance by the Board of Directors based on the consolidated total trading transactions and profit for the year attributable to owners of the parent for the relevant fiscal year of the Group. The Company uses consolidated total trading transactions and profit for the year attributable to owners of the parent as indicators for short-term incentive remuneration (performance-linked remuneration) because they are publicly available figures and are clear criteria for demonstrating corporate size and profitability. In addition, each Director (excluding Directors who are Audit & Supervisory Committee Members) shall be paid an amount obtained by proportionally dividing the total amount of performance-linked remuneration presented above by figures by position set in advance by the Board of Directors for each position. d. Details of long-term incentive remuneration (non-monetary remuneration, etc.) Long-term incentive remuneration (non-monetary remuneration, etc.) shall consist of the Company’s shares (restricted shares) and the Company’s share acquisition rights (stock options). Of the long-term incentive remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members), the amount of individual monetary remuneration claims pertaining to restricted shares shall be determined by the Board of Directors. The Company may, by resolution of the Board of Directors, delegate this authority to the Representative Director & President. Of the long-term incentive remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members), the granting of stock options shall be determined at the General Meeting of Shareholders. The Company may, by resolution of the Board of Directors, delegate authority regarding the number of individual share acquisition rights to the Representative Director & President. Long-term incentive remuneration (stock options) for Directors (Audit & Supervisory Committee Members) shall be determined at the General Meeting of Shareholders. The number of individual share acquisition rights shall be determined through discussion of the Audit & Supervisory Committee Members. (ii) Total amount of remuneration, etc. for this fiscal year The total payment amount and budget targets for short-term incentive remuneration (performance-linked remuneration) within the individual remuneration, etc. for Directors this fiscal year were set at the Board of Directors meeting held on June 29, 2021. Consolidated total trading transactions and profit for the year attributable to owners of the parent this fiscal year are as stated in “1 Status of the corporate group” above, and the amounts of remuneration below were calculated based on the achievement of these performance indicators. Furthermore, the Company resolved to delegate the determination of both the specific details of the amount of basic remuneration and the amount of monetary remuneration claims pertaining to long-term incentive remuneration (restricted shares) to the Representative Director & President Takaya Awata at the Board of Directors meetings held on June 29, 2021 and July 13, 2021, respectively, and Mr. Awata determined the specific details of both. The reason for the delegating this to the Representative Director & President is that the Company has judged that he is most familiar with the status of management of the entire Group and the status of business performance by each Director, and can determine the most appropriate amount in consideration of the performance and targets of each Director. Furthermore, prior to the decision, the Company passed a resolution on the details of the report on individual remuneration at the Remuneration Committee meeting held on June 9, 2021, and the decision was made with the utmost respect for the report. – 23 – Category Directors (excluding Directors who are Audit & Supervisory Committee Members) (of which, Outside Directors) Directors (Audit & Supervisory Committee Member) (of which, Outside Directors) Notes: Total amount of remuneration, etc. (millions of yen) Total amount of remuneration by type (millions of yen) Performance-linked remuneration Basic remuneration Non-monetary remuneration Number of recipient directors 139 (–) 17 119 (–) 15 8 (–) – 12 (–) 2 4 (0) 3 (–) 8 (–) (15) 156 (15) Total (Outside Directors) (15) 134 (15) 1. The amount of non-monetary remuneration listed above includes the expenses incurred during this fiscal year related to share acquisition rights issued as stock options (¥6 million for Directors (excluding Audit & Supervisory Committee Members) and ¥2 million for Directors (Audit & Supervisory Committee Members)) that were approved at the General Meeting of Shareholders and Board of Directors meeting held on June 29, 2021. Furthermore, this includes the expenses incurred during this fiscal year related to shares granted as restricted shares (¥6 million for Directors (excluding Audit & Supervisory Committee Member)) that were approved at the Board of Directors meeting held on July 9, 2018, the Board of Directors meeting held on July 9, 2019, the Board of Directors meeting held on July 14, 2020, and the Board of Directors Meeting held on July 13, 2021. (2) 14 (2) (3) 7 (3) 2. Non-monetary remuneration, etc. for this fiscal year was the Company’s shares (restricted shares) and share acquisition rights issued as stock options, the status of the Company’s shares (restricted shares) is presented in “2 5 Status of shares granted to Company Executives as remuneration during their duties this fiscal year” in the Business Report and the status of held share acquisition rights granted as stock options as of March 31, 2022 is posted in the Internet disclosure item “Share Acquisition Rights, etc. of the Company” mentioned in this notice. 3. The total amount of remuneration, etc. for Directors (excluding Directors who are Audit & Supervisory Committee Members) was resolved to be not more than ¥500 million per year at the 25th Annual General Meeting of Shareholders held on June 26, 2015. The number of Directors (excluding Directors who are Audit & Supervisory Committee Members) at the conclusion of that General Meeting of Shareholders was three (of which, none were Outside Directors). 4. The amount of remuneration for Directors (Directors who are Audit & Supervisory Committee Members) was resolved to be not more than ¥100 million per year at the 25th Annual General Meeting of Shareholders held on June 26, 2015. The number of Directors (Directors who are Audit & Supervisory Committee Members) at the conclusion of that Annual General Meeting of Shareholders was three (of which, three were Outside Directors). 5. At the 27th Annual General Meeting of Shareholders held on June 29, 2017, the total amount of monetary remuneration claims for the granting of restricted shares to Directors (excluding Directors who are Audit & Supervisory Committee Members) was resolved to be not more than ¥36 million per year, which is within the scope of the total amount of remuneration, etc. of ¥500 million per year stated above, and the total number of the Company’s common shares to grant was resolved to be not more than 29,460 shares (number of shares after the stock split on April 1, 2020). The number of Directors (excluding Directors who are Audit & Supervisory Committee Members) at the conclusion of that General Meeting of Shareholders was four (of which, none were Outside Directors). 6. At the 31st Annual General Meeting of Shareholders held on June 29, 2021, the total amount of the Company’s share acquisition rights to be granted as stock options to Directors (excluding Directors who are Audit & Supervisory Committee Members) was resolved to be not more than 150, which is within the scope of the total amount of remuneration, etc. of ¥500 million per year stated above, and the total number of shares underlying the share acquisition rights was resolved to be not more than 30,000 shares. Furthermore, at that meeting, the total amount of the Company’s share acquisition rights to be granted as stock options to Directors (Directors who are Audit & Supervisory Committee Members) was res