Nitori Holdings Co. Ltd.TSE: 9843

Notice of the 53rd Annual General Meeting of Shareholders

· Issued by Nitori Holdings Co. Ltd.

Notes: This document is an excerpt translation of the original Japanese document and is only for reference purposes. In the event of any

discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Translation

Securities Code: 9843

June 9, 2025 (Date of commencement of electric provision measures: May 28, 2025)

To our shareholders:

Toshiyuki Shirai,

Representative Director & President

Nitori Holdings Co., Ltd.

1-2-39 Shinkotoni 7-jo, Kita-ku, Sapporo-shi, Hokkaido

Notice of the 53rd Annual General Meeting of Shareholders

Please be informed that the 53rd Annual General Meeting of Shareholders of Nitori Holdings Co., Ltd. (“the Company”) will be held as indicated below.

  1. Date and Time: Thursday, June 26, 2025, at 10.00 a.m. (JST)
  2. Venue: Conference Room, 6th floor, Sapporo Head Office of the Company 1-2-39 Shinkotoni 7-jo, Kita-ku, Sapporo-shi, Hokkaido
  3. Purpose of the Meeting
Matters to be reported: 1. The Business Report and the Consolidated Financial Statements

for the 53rd fiscal year (from April 1, 2024 to March 31, 2025), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Committee

2. The Non-consolidated Financial Statements for the 53rd fiscal year (from April 1, 2024 to March 31, 2025)

Matters to be resolved: Proposal No. 1

Election of Six (6) Directors (Excluding Directors who are Audit & Supervisory Committee Members)

Proposal No. 2

Election of One (1) Director who are Audit & Supervisory Committee Members

Instead of attending the Meeting in person, you may exercise your voting rights in writing, via the internet. Please review the attached Reference Documents for the General Meeting ofShareholders, and exercise your voting rights by 6:00 p.m. on Wednesday, June 25, 2025 (JST).
  • In the event that a shareholder provides no indication of approval or disapproval with regard to the proposals in writing, the shareholder shall be considered to have expressed approval, which shall be handled accordingly.

  • In the event that a vote is exercised in duplicate via both the writing and the internet, the vote cast via the internet shall be effective.

  • In the event that more than one vote is exercised via the internet, the latest vote shall be effective.

  • The original Japanese version of the paper copy to be delivered to shareholders who made a request for delivery of documents does not include the “Consolidated Statement of Changes in Equity,” “Notes to Consolidated Financial Statements,” “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” pursuant to the

    provisions of laws and regulations and the Article 16, paragraph 2 of the Company’s Articles of Incorporation. Accordingly, the said paper copy constitutes only part of the documents audited by the Audit & Supervisory Committee and the Financial Auditor in preparing audit reports.

  • If any corrections are made to the matters subject to electronic provision measures, the original and revised versions of those matters will be posted (in Japanese only) on each website where the documents are posted.

Reference Documents for the General Meeting of ShareholdersProposal No.1: Election of Six (6) Directors (Excluding Directors who are Audit & Supervisory Committee Members)

The terms of office of all Six (6) Directors (excluding Directors who are Audit & Supervisory Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this General Meeting. Additionally, Director Fumihiro Sudo retired by resignation as of January 31, 2025, and Director Takaaki Okano retired by resignation as of March 31, 2025. Therefore, the Company proposes the election of six (6) Directors. Regarding this proposal, the Audit & Supervisory Committee has judged that all the candidates for Directors are qualified for the role.

The candidates for Directors are as follows:

Candidate No.

Name

Current positions and responsibilities in the Company

Attendance at meetings of the

Board of Directors

1

[Reappointment]

Akio Nitori

Representative Director & Chairperson

13 out of 13 meetings

(100%)

2

[Reappointment]

Toshiyuki Shirai

Representative Director & President

13 out of 13 meetings (100%)

3

[Reappointment]

Masanori Takeda

Director, Executive Officer & Vice President

General Manager of Global Sales Promotion Office

In charge of Overseas Business

13 out of 13 meetings (100%)

4

[Reappointment]

Hiromi Abiko

Director

General Manager of HR Education Division

12 out of 13 meetings

(92.3%)

5

[Reappointment] [Outside]

[Independent]

Yoshihiko Miyauchi

Director

12 out of 13 meetings

(92.3%)

6

[Reappointment] [Outside]

[Independent]

Naoko Yoshizawa

Director

13 out of 13 meetings

(100%)

Candidate No

Name

(Date of birth)

Number of

the Company’s shares owned

Attendance at meetings of the

Board of Directors

1

[Reappointment]

Akio Nitori

(March 5, 1944)

3,410,482

shares

13 out of 13 meetings (100%)

Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company

Mar. 1972

Founded the Company, Senior Managing Director

May 1978

Representative Director & President of the Company

May 2010

Chairperson of DECOHOME CHINA Co., Ltd.

May 2014

Representative Director & Chairperson of Nitori Facility Co., Ltd.

Feb. 2016

Representative Director & Chairperson (CEO) of the Company (current position)

Jun. 2016

Chairperson of NITORI (CHINA) HOLDING Co., Ltd.

May 2017

Director & Senior Advisor of Home Logistics Co., Ltd. (current position)

Apr. 2018

Director & Senior Advisor of HOME DECO CO., LTD. (current position)

Feb. 2020

Representative Director & Chairperson of N Plus Co., Ltd. (current position)

Mar. 2020

Representative Director & Chairperson of Nitori Public Co., Ltd. (current position)

Sep. 2023

Director & Senior Advisor of Nitori Digital Base Co., Ltd. (current position)

Dec. 2023

Representative Director, Chairperson & President of Nitori Furniture Co., Ltd. (current position)

Jan. 2024

Chairperson of Nitori Furniture Vietnam EPE (current position)

Feb. 2024

Representative Director, Chairperson & President of Nitori Co., Ltd. (current position)

Apr. 2025

Chairperson of SIAM NITORI CO., LTD. (current position)

May 2025

Representative Director & Chairperson of SHIMACHU CO., LTD. (current position)

Reasons for nomination as candidate for Director:

The candidate, in pursuit of realizing the Company’s Roman (vision) and while always making the most of his excellent foresight and strong leadership, has led Nitori to grow from being one furniture store to one of Japan’s top home furnishing chains. The Company proposes the election of the candidate for Director, considered him to be qualified to continue as a Director that takes responsibility of decision making related to management policies and corporate strategy and supervisory functions regarding business execution.

Special interest between the candidate and the Company:

There is no special interest between Akio Nitori and the Company

Candidate No

Name

(Date of birth)

Number of

the Company’s shares owned

Attendance at meetings of the

Board of Directors

2

[Reappointment]

Toshiyuki Shirai

(December 21, 1955)

42,330

shares

13 out of 13 meetings (100%)

Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company

Apr. 1979

Joined the Company

May 2001

Director of the Company

May 2004

Managing Director of the Company

May 2008

Senior Managing Director of the Company

May 2010

Director & Senior Managing Executive Officer of the Company

May 2014

Representative Director & Executive Vice President of the Company Representative Director & President of Nitori Co., Ltd.

Representative Director & President of Nitori Facility Co., Ltd.

Feb. 2016

Representative Director & President of the Company (current position)

Mar. 2017

Representative Director & Chairperson of Nitori Public Co., Ltd. Chairperson of NITORI (CHINA) HOLDING Co., Ltd.

Representative Director & Chairperson of HOME DECO CO., LTD.

Apr.2017

Chairperson of Nitori Taicang Trading & Logistics Co. Ltd.

Jun. 2017

Director of KATITAS Co., Ltd. (current position)

Dec. 2018

Director of N Plus Co., Ltd. (current position)

Mar. 2019

Director of Nitori Furniture Co., Ltd. (current position)

Feb. 2020

Director of Nitori Co., Ltd. (current position)

Chairperson of SIAM NITORI CO., LTD.

Mar. 2020

Director of Nitori Public Co., Ltd. (current position)

Jun. 2023

Director of SHIMACHU CO., LTD. (current position)

Aug. 2023

Representative Director & Chairperson of Home Logistics Co., Ltd. (current position)

Aug. 2024

Representative Director & Chairperson of Nitori Digital Base Co., Ltd. (current position)

Reasons for nomination as candidate for Director:

The candidate has had a broad range of business experience such as being involved in store operations, personnel, product development, logistics, and overseas business, and has abundant experience and knowledge related to overall management of the Group gained from serving positions such as Representative Director & President of Nitori Co., Ltd. from May 2014 to February 2020, and Representative Director & President of the Company from February 2016. Accordingly, the Company proposes the election of the candidate for Director.

Special interest between the candidate and the Company:

There is no special interest between Toshiyuki Shirai and the Company.

Candidate No

Name

(Date of birth)

Number of

the Company’s shares owned

Attendance at meetings of the

Board of Directors

3

[Reappointment]

Masanori Takeda

(January 10, 1966)

10,698

shares

13 out of 13 meetings (100%)

Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company

Mar. 2004

Joined the Company

May 2014

Executive Officer of the Company

May 2016

Senior Executive Officer of the Company

May 2017

Managing Director of the Company

Oct. 2018

General Manager of Global Merchandising Division of the Company

Dec. 2018

Representative Director & President of N Plus Co., Ltd.

Apr. 2019

In charge of Global Product Development, Inventory Control, Procurement Division and Deco Home Business of the Company

Feb. 2020

Director of the Company

Representative Director & President of Nitori Co., Ltd.

Jul. 2020

General Manager of Global Merchandising Division

General Manager of Global Sales Promotion Office of the Company (current position)

In charge of Overseas Sales Business

Representative Director & Chairperson of HOME DECO CO., LTD.

Chairperson of NITORI (CHINA) HOLDING Co., Ltd. (current position)

Chairperson of Nitori Taicang Trading & Logistics Co. Ltd. (current position) Chairperson of SIAM NITORI CO., LTD.

Mar. 2023

Chairperson of NITORI HONG KONG CO., LTD. (current position)

Chairperson of NITORI KOREA CO., LTD. (current position)

Feb. 2024

Director, Executive Officer & Vice President of the Company (current position) In charge of Overseas Business (current position)

Director of Nitori Co., Ltd. (current position)

Jun. 2024

Director of Nitori India Private Limited (current position)

Reasons for nomination as candidate for Director:

The candidate has abundant business experience and knowledge owing to his broad experience in major operations of the Store Operations Division, Recruitment Division, and Merchandising Division, etc. and contributes to the promotion of product development and the expansion of overseas product procurement and sales channels. In

addition, he assumed the position of Director, Executive Officer & Vice President of the Company since February 2024 and continues to be responsible for the Company’s overseas business. Accordingly, the Company proposes the election of the candidate for Director.

Special interest between the candidate and the Company:

There is no special interest between Masanori Takeda and the Company.

Candidate No

Name

(Date of birth)

Number of

the Company’s shares owned

Attendance at meetings of the

Board of Directors

4

[Reappointment]

Hiromi Abiko

(February 13, 1961)

5,365

shares

12 out of 13 meetings (92.3%)

Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company

Nov. 1984

Joined the Company

May 2007

Seasonal Buyer Manager of Merchandising Division of the Company

Jul. 2015

Executive Officer of the Company

May 2017

Senior Executive Officer of the Company

Nov. 2018

In charge of Global Coordinated Merchandise Planning, Global Merchandising Division of the Company

Acting General Manager and Manager of Coordinated Merchandise Planning Section, Merchandising Division of Nitori Co., Ltd.

Feb. 2019

In charge of Coordinated Merchandise Planning, Global Merchandising Division of the Company

May 2020

Managing Executive Officer of the Company

Mar. 2021

General Manager of HR Education Division of the Company (current position)

May 2021

Director of the Company (current position)

Reasons for nomination as candidate for Director:

The candidate has abundant business experience and knowledge gained from her extensive work experience in the planning, development and coordination of products. Furthermore, the candidate is currently responsible for

establishing and promoting an education system and fostering corporate culture, aimed at achieving the medium-to long-term management plan of the Company. Accordingly, the Company proposes the election of the candidate for Director.

Special interest between the candidate and the Company:

There is no special interest between Hiromi Abiko and the Company.

Candidate No

Name

(Date of birth)

Number of

the Company’s shares owned

Attendance at meetings of the

Board of Directors

5

[Reappointment] [Outside] [Independent]

Yoshihiko Miyauchi

(September 13, 1935)

651

shares

12 out of 13 meetings (92.3%)

Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company

Aug. 1960

Joined Nichimen & Co., Ltd. (currently Sojitz Corporation)

Apr. 1964

Joined Orient Leasing Co., Ltd. (currently ORIX Corporation)

Mar. 1970

Director of Orient Leasing Co., Ltd.

Dec. 1980

Representative Executive Officer, President and Chief Executive Officer of Orient Leasing Co., Ltd., Group CEO

Apr. 2000

Representative Executive Officer, Chairman and Chief Executive Officer of ORIX Corporation, Group CEO

Jun. 2003

Director, Representative Executive Officer, Chairman and Chief Executive Officer of ORIX Corporation, Group CEO

Apr. 2006

Outside Director of ACCESS CO., LTD. (current position)

Jun. 2014

Senior Chairman of ORIX Corporation (current position)

Jun. 2017

Outside Director of Calbee, Inc. (current position)

Oct. 2019

Outside Director of RAKSUL INC. (current position)

May 2020

Outside Director of the Company (current position)

Reasons for nomination as candidate for Outside Director and expected role:

The candidate has abundant experience and deep insight in corporate management gained from his extensive years of engaging in management of ORIX Corporation. He has been actively expressing his opinions from a broader perspective on our medium- to long-term plan, management strategies, and other matters, at meetings of the Board of Directors of the Company and thereby playing his proper role as an Outside Director.

For these reasons, the Company proposes the election of the candidate for Outside Director, considered that he will continue to fulfill his duties as an Outside Director appropriately.

Tenure as Outside Director: 5 years (at the conclusion of this meeting)

Special interest between the candidate and the Company:

There is no special interest between Yoshihiko Miyauchi and the Company.

Candidate No

Name

(Date of birth)

Number of

the Company’s shares owned

Attendance at meetings of the

Board of Directors

6

[Reappointment] [Outside] [Independent]

Naoko Yoshizawa

(May 29, 1964)

—

13 out of 13 meetings (100%)

Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company

Aug. 1988

Joined Fujitsu Limited

Sept. 2009

Vice President of Mobile Phones Unit of Fujitsu Limited

Oct. 2011

Head of Global Research & Development Center of Fujitsu Laboratories of America, Inc.

Apr. 2016

Deputy Head of Advanced System Research & Development Unit and Head of AI Promotion Office of Fujitsu Limited

Apr. 2017

Corporate Executive Officer and Head of AI Platform Business Unit of Fujitsu Limited

Apr. 2018

Corporate Executive Officer, EVP and Vice Head of Digital Services Business of Fujitsu Limited

Sept. 2018

Corporate Executive Officer, EVP of Fujitsu Limited, CEO of FUJITSU Intelligence Technology Ltd.

Nov. 2019

Corporate Executive Officer, EVP and Evangelist of Digital Software & Solutions Business Group of Fujitsu Limited

May 2021

Outside Director of the Company (current position)

Jun. 2021

Outside Director of Yamaha Corporation (current position)

Reasons for nomination as candidate for Outside Director and expected role:

The candidate has abundant experience and deep insight in corporate management gained from her years of holding key positions in a range of business fields at Fujitsu Limited, including driving the company’s DX (digital transformation).She has been actively expressing her opinions from a professional insight on improving the Company’s IT readiness for promoting DX, and other matters, at meetings of the Board of Directors of the Company and thereby playing her proper role as an Outside Director.

For these reasons, the Company proposes the election of the candidate for Outside Director, considered that she will continue to fulfill her duties as an Outside Director appropriately.

Tenure as Outside Director: 4 years (at the conclusion of this meeting)

Special interest between the candidate and the Company:

There is no special interest between Naoko Yoshizawa and the Company.

Notes: 1. Yoshihiko Miyauchi and Naoko Yoshizawa are candidates for Outside Director and each of them meets the “Independence Criteria for Outside Directors” established by the Company. Please refer to page 15 for the “Independence Criteria for Outside Directors.”

  1. The Company registered Yoshihiko Miyauchi and Naoko Yoshizawa as independent officers with the Tokyo Stock Exchange and the Sapporo Securities Exchange pursuant to the regulations of the Exchanges. If their reelections are approved, the Company plans to continue their designation as independent officers.

  2. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreements with Yoshihiko Miyauchi and Naoko Yoshizawa to limit their liability for damages under Article 423, paragraph 1 of the Companies Act to the minimum liability amount provided for by Article 425, paragraph 1 of the same Act. If their reelections are approved, the Company plans to renew the limited liability agreements with them.

  3. The Company has concluded a Directors and Officers Liability insurance contract provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance contract shall cover damages, legal expenses, etc. (except for causes for exemptions stipulated under the contract) in the event where a claim for damages is made during the insurance period as a result of the execution of duties by directors and officers. However, as a measure to ensure the appropriateness of the execution of duties by the insured is not impaired, there are certain causes for exemptions, including no coverage for damage arising from acts committed by the insured while being aware that they were in violation of laws and regulations. The insureds under the said insurance contract are directors and executive officers of the Company and its domestic and overseas subsidiaries (excluding some). In addition, the insurance premiums are fully borne by the Company. All candidates will be insured under the said insurance contract. In addition, the Company plans to renew the insurance contract with the same terms and conditions in February 2026, and all candidates will continue to be insured under the said insurance contract if their reelections are approved.

  4. The “Number of the Company’s shares owned” by each candidate indicates the actual number of shares, including the shares held by the Officers’ Shareholding Association of the Company.

Proposal No.2: Election of One (1) Director who is Audit & Supervisory Committee Member

The terms of office of One (1) Director (Masahito Kanetaka), who is Audit & Supervisory

Committee Member, will expire at the conclusion of this General Meeting. Therefore, the Company proposes the election of one (1) Director who is an Audit & Supervisory Committee Member. The Audit & Supervisory Committee has given its approval to this proposal.

The candidate for Director who is Audit & Supervisory Committee Member is as follows:

Name

(Date of birth)

Number of

the Company’s shares owned

Attendance at meetings of the

Board of Directors

Attendance at

meetings of the Audit & Supervisory

Committee

[Reappointment] [Outside]

[Independent]

Masahito Kanetaka

(June 29, 1954)

32

shares

13 out of 13 meetings

(100%)

13 out of 13 meetings

(100%)

Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company

Apr. 1978

Joined National Police Agency

Sep. 1998

Chief of Toyama Prefectural Police Headquarters

Oct. 1999

General Manager of Administration Department, Kanagawa Prefectural Police Headquarters

Sep. 2001

Director of 2nd Investigation Division, Criminal Affairs Bureau, National Police Agency

Aug. 2003

Director of Personnel Division, Commissioner-General’s Secretariat, National Police Agency

Jan. 2006

General Manager of Criminal Investigation Bureau, Metropolitan Police Department

Aug. 2007

General Manager of Personal and Training Bureau, Metropolitan Police Department

Aug. 2008

Senior Councilor of Commissioner-General’s Secretariat, National Police Agency

Jun. 2009

Commissioner of Criminal Affairs Bureau, National Police Agency

Oct. 2011

Director-General of Commissioner-General’s Secretariat, National Police Agency

Jan. 2013

Deputy Commissioner-General, National Police Agency

Jan. 2015

Commissioner-General, National Police Agency

Aug. 2016

Retired from National Police Agency

Dec. 2016

Chief Director, Japan Police Personnel Mutual Aid Association

Jun. 2023

Outside Director of the Company (current position)

Reasons for nomination as candidate for Director:

The candidate has abundant experience and deep insight gained from holding important positions including that of Commissioner-General of National Police Agency. On the Board of Directors of the company, leveraging this specialized experience and insight, he has actively provided opinions on matters such as risk management and internal controls. He has appropriately fulfilled his role as an Outside Director, including the supervision of business execution.

Although the candidate has never directly taken part in corporate management, the Company proposes the election of the candidate for Outside Director, considered that he will continue to fulfill his duties as an Outside Director appropriately serving as an Audit & Supervisory Committee Member.

Tenure as Outside Director: 2 years (at the conclusion of this meeting)

Special interest between the candidate and the Company:

There is no special interest between Masahito Kanetaka and the Company

Notes: 1. Masahito Kanetaka is a candidate for Outside Director and he meets the “Independence Criteria for Outside Directors” established by the Company. Please refer to page 15 for the “Independence Criteria for Outside Directors.”

  1. The Company registered Masahito Kanetaka as an independent officer with the Tokyo Stock Exchange and the Sapporo Securities Exchange pursuant to the regulations of the Exchanges. If his reelection is approved, the Company plans to continue his designation as an independent officer.

  2. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreements with Masahito Kanetaka to limit his liability for damages under Article 423, paragraph 1 of the Companies Act to the minimum liability amount provided for by Article 425, paragraph 1 of the same Act. If his reelections is approved, the Company plans to renew the limited liability agreements with him.

  3. The Company has concluded a Directors and Officers Liability insurance contract provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance contract shall cover damages, legal expenses, etc. (except for causes for exemptions stipulated under the contract) in the event where a claim for damages is made during the insurance period as a result of the execution of duties by directors and officers. However, as a measure to ensure the appropriateness of the execution of duties by the insured is not impaired, there are certain causes for exemptions, including no coverage for damage arising from acts committed by the insured while being aware that he was in violation of laws and regulations. The insureds under the said insurance contract are directors and executive officers of the Company and its domestic and overseas subsidiaries (excluding some). In addition, the insurance premiums are fully borne by the Company. The candidate will be insured under the said insurance contract. In addition, the Company plans to renew the insurance contract with the same terms and conditions in February 2026, and the candidate will continue to be insured under the said insurance contract if his reelection is approved.

  4. The “Number of the Company’s shares owned” by the candidate indicates the actual number of shares, including the shares held by the Officers’ Shareholding Association of the Company.

For reference (1)Composition of officers after the proposals are approved (management structure from June 26, 2025)

Of the skills, etc. held by each Director, maximum of six main skills are marked with ●.

Proposal

Candidate No.

Name

Audit & Supervisory Committee

Knowledge and experience the Company expects of Directors

(1)

Corporate Management

(2)

Rejecting Status Quo

(3)

Product Development

(4)

Supply Chain

Management

(5)

IT and DX

No.1

1

Akio Nitori

[Reappointment]

●

●

●

●

2

Toshiyuki Shirai

[Reappointment]

●

●

●

●

3

Masanori Takeda

[Reappointment]

●

●

●

●

4

Hiromi Abiko

[Reappointment]

●

●

5

Yosihiko Miyauchi

[Reappointment] [Independent]

[Outside]

●

●

6

Naoko Yoshizawa

[Reappointment] [Independent]

[Outside]

●

●

—

—

Takao Kubo

○

●

●

—

Yoshiyuki Izawa

[Independent] [Outside]

○

●

●

—

Hisayoshi Ando

[Independent] [Outside]

○

●

No.2

—

Masahito Kanetaka

[Reappointment]

[Independent] [Outside]

○

[Summary of each skill]

(1) Corporate Management:

Having experience in company management as a manager.

(2) Rejecting Status Quo:

Equipped with a mindset essential for our management team, which is to constantly reject the status quo and repeatedly observe,

analyze, and judge in order to make improvements and reforms.

(3) Product Development:

Having the skills to develop attractive products that can create “offering the unexpected” value by totally coordinating them.

(4) Supply Chain Management:

Having the skills to develop our unique business model of

integrating manufacturing, distribution, IT, and retail and optimize the structure from procurement to sales.

(5) IT and DX:

Having the skills to drive company-wide business process improvements through IT utilization and DX.

Proposal

Candidate No.

Name

Knowledge and experience the Company expects of Directors

(6)

Global Management

(7) HR

Development

(8)

Legal Affairs Risk Management

(9)

Internal Control Governance

(10)

Finance

(11)

Sustainability

No.1

1

Akio Nitori

●

●

2

Toshiyuki Shirai

●

●

3

Masanori Takeda

●

●

4

Hiromi Abiko

●

●

●

5

Yosihiko Miyauchi

●

●

●

●

6

Naoko Yoshizawa

●

●

●

—

—

Takao Kubo

●

●

●

—

Yoshiyuki Izawa

●

●

●

●

—

Hisayoshi Ando

●

●

●

●

●

No.2

—

Masahito Kanetaka

●

●

●

●

●

[Summary of each skill]

(6) Global Management:

Having macroeconomic views and knowledge of global business, and the skills to drive overseas business.

(7) HR Development:

Having extensive experience in human resource training and

development, and the skills to augment human capital.

(8) Legal Affairs / Risk Management:

Having knowledge of legal affairs, compliance, etc., and the skills

to identify and control potential risks to the business.

(9) Internal Control Governance:

Having experience of operating a large organization and knowledge of internal controls, and the skills to optimize an organization’s management and supervision system.

(10) Finance:

Having knowledge of accounting, finance, taxation, etc., and the skills to support corporate management.

(11) Sustainability:

Equipped with a sustainability management perspective, which is

essential for the sustainable development and growth of a company.

For reference (2)Independence Criteria for Outside Directors

The Company designates Outside Directors who do not fall under any of the following items as independent Directors.

  1. A person who is currently or was in the past ten years an executive director, executive officer, manager, or any other employee (hereinafter collectively referred to as “Executive”) of the Company or a subsidiary of the Company.

  2. A person or the Executive of a corporation who holds either directly or indirectly 10% or more of the total number of the voting rights of the Company.

  3. A person or the Executive of a corporation for whom the Company or a subsidiary of the Company is a major business partner (Note 1), and a person or the Executive of a corporation who is a major business partner (Note 2) of the Company or a subsidiary of the Company.

  4. The financial auditor or one of their employees, etc., for the Company or for a subsidiary of the Company.

  5. A consultant, attorney at law, certified public accountant, certified public tax accountant, etc., who received from the Company or a subsidiary of the Company monetary payment or other property benefits exceeding 10 million yen annually other than director/corporate auditor remuneration (referring to the person belonging to the

    organization if the one who received the relevant property is an organization such as a corporation or partnership).

  6. A person or the Executive of a corporation who received donations or aid funds exceeding 10 million yen annually from the Company or a subsidiary of the Company.

  7. A person who has fallen under any of 2) through 6) in the past three years.

  8. A person whose spouse or relative who is within the second degree of kinship falls under any of 1) through 7). However, in the event that the person who falls under 1) through 7) is the Executive, this is limited to the important Executive (Note 3).

  9. Any other person, even if they do not fall under 1) through 8), for whom there is potential for constant conflict of interests with general shareholders as a whole.

Notes: 1. A business partner for whom 2% or more of its annual consolidated net sales in the most recent fiscal year was paid by the Company or a subsidiary of the Company.

2. A business partner who paid 2% or more of the annual consolidated net sales of the Company to the Company or a subsidiary of the Company in the most recent fiscal year, or a business partner who loaned money that makes up 2% or more of the consolidated total assets of the Company to the Company or a subsidiary of the Company at the end of the most recent fiscal year.

3. A person, among the Executives, who executes important business such as a director (excluding an outside director), executive officer, manager or a person in charge of a department.

Current Status of the Corporate Group
  1. Business Progress and Results

    During the fiscal year under review (from April 1, 2024 to March 31, 2025), the Japanese economy was expected to recover moderately, supported by improvements in employment and income environment and buoyed by government policy measures. However, downside risks increased due to the impact of U.S. trade policies. Furthermore, the continued rise in prices posed a downside risk to Japan’s economy by weakening consumer sentiment and curbing personal consumption. In addition, greater attention was needed to address the potential impact of volatility in financial and capital markets.

    In the furniture and interior goods industry, the operating environment remained challenging, with the intensification of sales competition beyond industry and business format boundaries, increases in personnel expenses driven by labor shortages, supply constraints, and rising raw material prices. The main results of operations for the fiscal year under review are as shown below.

    For the fiscal year ended March 31, 2024

    (millions of yen)

    For the fiscal year ended March 31, 2025

    (millions of yen)

    Increase / Decrease

    (millions of yen)

    Percentage change (%)

    Net sales

    895,799

    928,950

    33,150

    3.7

    Operating profit

    127,725

    120,372

    (7,353)

    (5.8)

    Profit ratio

    14.3%

    13.0%

    Ordinary profit

    132,377

    126,218

    (6,159)

    (4.7)

    Profit attributable to owners of parent

    86,523

    76,891

    (9,632)

    (11.1)

    Operating results by business segment are as follows.

    For the fiscal year ended March 31,

    2024

    (millions of yen)

    For the fiscal year ended March 31,

    2025

    (millions of yen)

    Increase / Decrease

    (millions of yen)

    Percentage change (%)

    NITORI

    Business

    Net sales

    785,404

    821,019

    35,614

    4.5

    Sales to external customers

    776,835

    809,806

    32,971

    4.2

    Segment profit

    125,075

    117,508

    (7,566)

    (6.0)

    SHIMACHU

    Business

    Net sales

    119,263

    119,596

    333

    0.3

    Sales to external customers

    118,964

    119,143

    179

    0.2

    Segment profit

    2,108

    2,175

    66

    3.1

    1. NITORI Business

      In terms of the general sales situation in Japan, the Company opened 24 NITORI stores and 15 Deco Home stores during the fiscal year under review. This fiscal year, The Company focused on creating new demand through product development, with the theme of turning customer wants into actual products. Additionally, the Company increased the number of TV commercials from 58 in the previous fiscal year to 65 during the fiscal year under review, focusing on key products. These products were offered at limited-time discounted prices. In collaboration with physical stores and e-commerce platforms, the Company set up highlighted in-store displays and featured product sections online, and provided enhanced customer services. As a result, the Company generated many hit products, such as drum-type laundry washers/dryers and BOX PAD N WARM, which were well received by customers.

      As part of our sales promotion efforts aimed at enhancing customer satisfaction, the Company carried out the “NITORI New Life Support Campaign”, offering up to 2,200 items at special limited-time discounted prices. Consequently, sales were strong for products such as the ZIO series of beds with drawers, which make effective use of the space beneath the bed and offer storage capacity equivalent to a full chest of drawers, and jacquard curtains, which can instantly brighten and enhance a room simply by changing the curtains. These items contributed to overall sales exceeding those of the previous year. To promote home appliance sales, the Company launched the “Home Appliance Campaign”, which offers free weekday shipping under certain conditions for customers purchasing home appliances. The Company also strengthened our marketing efforts through TV commercials and product launch events. Furthermore, to enable more customers to use our products with peace of mind, the Company began selling large home appliances priced at 49,900 yen or more (tax included) with a five-year warranty. Such initiatives contributed to strong sales of products such as drum-type laundry washers/dryers and cordless stick cleaners. Going forward, the Company will continue to develop home appliances as the fourth pillar of our business, following large furniture such as sofas and beds, home textiles such as futons and curtains, and household items such as tableware and storage cases.

      Although the cost of sales was impacted by rising import costs due to the depreciation of the yen, the Company has developed products designed to maintain profitability even under a weaker yen, and have been gradually replacing existing items with these products. SG&A expenses increased year over year due to higher personnel costs stemming from proactive recruitment and wage adjustments, as well as expenses associated with the new distribution centers (DCs). However, the Company are making proactive efforts to reduce unnecessary and non-urgent expenditures.

      On the logistics measures front, the Company implemented a strategic logistics project aimed at optimizing the entire supply chain, from upstream to downstream, and made progress optimizing our DC network and consolidating functions. During the fiscal year under review, the Company started operations at the Satte DC and the Nagoya DC, and partial operations at the Sendai DC, with the strategic goals of reducing costs and improving productivity. In addition, Home Logistics Co., Ltd., our logistics subsidiary, partnered with EDION Corporation to start joint delivery operations for trunk-line transportation of home appliances from Kawasaki to Sendai, to improve logistics efficiency for both companies and reduce environmental impact. Furthermore, as a measure to address the driver shortage associated with the 2024 logistics issue, and with the goals of reducing environmental impact and improving logistics efficiency, the Company has begun operating double trailers for long-distance transportation between distribution centers.

      Looking at the general sales situation overseas, during the fiscal year under review, the Company opened a total of 54 stores, including 8 stores in Taiwan, 23 stores in mainland China, 2 stores in Hong Kong, 3 stores in South Korea, 1 store in Malaysia, 2 stores in Singapore, 5 stores in Thailand, 2 stores in Vietnam, 4 stores in the Philippines, 3 stores in Indonesia, and 1 store in India. Among these, the Philippines, Indonesia, and India represent new markets for us. The Company is also reviewing our store opening criteria—particularly in mainland China—and taking steps to improve profitability by closing underperforming stores and relocating some to more favorable locations. For example, the Shanghai Zhongshan Park Store was relocated to the Shanghai Longzhimeng Shopping Center Store, which offers greater customer appeal, resulting in a significant improvement in sales per square meter. To accelerate the expansion of our store network, including into countries and regions where the Company has not yet established a presence, the Company plan to leverage the expertise gained in Japan and begin training local staff at an early stage.

      As part of our overseas sales promotion efforts, the Company opened our first overseas Deco Home store, “DECO HOME Hanshin Arena Store,” in Taiwan on October 4, 2024, marking the launch of the DECO HOME business abroad. The store features original Deco Home products, everyday household items, and interior décor goods that bring a stylish touch to any living space, and has been well-received by customers. To enhance cross-channel traffic between our ecommerce site and physical stores, the Company has introduced a BOPIS (Buy Online, Pick-up In Store) service. The Company also ran sales campaigns such as the “W11 (Singles’ Day)” campaign on both our official website and external e-commerce platforms in Taiwan to boost sales. In Mainland China, the Company renovated stores to expand our selection of products with high space efficiency, as part of our efforts to improve operating profit. In Hong Kong, the Company strengthened sales through strategies including improved kitchen furniture layout proposals and offering pet supplies at less than one-third of competitors’ prices, leveraging our capabilities in developing low-priced, high-quality private brand products. On December 19, 2024, the Company opened our flagship store, Wanchai Hopewell Mall Store in Hong Kong, with a sales floor area of approximately 3,300 square meters. In South Korea, the Company is continuing our efforts to increase NITORI membership and enhance brand recognition through advertising in local

      media. In other countries and regions as well, the Company has been working to strengthen customer relationships and improve shopping convenience.

      As part of our logistics initiatives for overseas operations, the Company reviewed the distribution flow of locally procured products to reduce expenses. In Mainland China, Hong Kong, and Vietnam, the Company cut transportation and storage costs by shifting from deliveries routed through distribution centers to direct deliveries from factories to stores.

    2. SHIMACHU Business

      As a key sales initiative, the Company conducted the “New Life Support Campaign,” offering limited-time price reductions on up to 1,400 items, including daily consumables and pet food. This campaign contributed to strong sales. The Company has also been actively promoting the development and sales of private brand products. Among them, bicycles—particularly city bikes such as “NH504” and “NH505”—performed strongly, with sales exceeding the previous year’s results in both net sales and gross profit. Turning to N easy, our new apparel line, the Company increased the number of stores carrying the line to 39. The Company also made promotional efforts, such as coupon distribution at select locations, as part of our apparel and bag collection and recycling activities. As a result, sales have grown steadily. In the tenant business, the Company is enhancing customer appeal and improving profitability through measures such as attracting large tenants, promoting lease renewals upon contract expiration, and reviewing fixed-term lease agreements.

      Regarding SG&A expenses, the amount exceeded that of the previous fiscal year. This was primarily due to an increase in personnel expenses resulting from wage revisions, as well as higher advertising expenses associated with an increased number of TV commercials and digital advertisements. Furthermore, the Company will continue to pursue cost reduction initiatives, such as lowering furniture delivery costs through logistics system integration with NITORI, while also strengthening gross profit measures, reinforcing cost controls, and making necessary investments.

      To boost sales, the Company will expand sales promotions utilizing apps and renovate existing stores with the aim of increasing customer traffic. Additionally, to improve gross profit, the Company will increase headcount in product planning and review shelf allocation and product display strategies, with the aim of enhancing the development and sales of private brand products.

      The Company will further accelerate the development of “Offering the Unexpected” private brand products, tailored to our customers’ lifestyles, enhance our product lineup, and contribute to more comfortable living for customers in each region.

    3. Entire Group

      Progress on the indicators set as targets up to 2025 is as follows.

      Targets up to 2025

      As of March 31, 2024

      Group total

      Number of customers

      (per year)

      Over 200 million

      149 million

      Number of stores

      (end of term)

      1,400

      1,048

      Domestic in Japan

      Number of App members

      (end of term)

      25 million

      22.56 million

      EC Sales

      (per year)

      150.0 billion yen

      95.4 billion yen

      The status of store openings and closures is as follows.

      Number of stores

      (March 31, 2023)

      Open

      Close

      Number of stores

      (March 31, 2024)

      Nitori (including Nitori EXPRESS)

      556

      24

      14

      566

      Deco Home

      174

      15

      17

      172

      N Plus

      38

      10

      4

      44

      Domestic Subtotal

      768

      49

      35

      782

      Taiwan

      61

      8

      1

      68

      Mainland China

      95

      23

      18

      100

      Hong Kong

      1

      2

      -

      3

      Korea

      3

      3

      1

      5

      Malaysia

      11

      1

      -

      12

      Singapore

      2

      2

      -

      4

      Thailand

      5

      5

      -

      10

      Vietnam

      1

      2

      -

      3

      Philippine

      -

      4

      -

      4

      Indonesian

      -

      3

      -

      3

      Indian

      -

      1

      -

      1

      Overseas Subtotal

      179

      54

      20

      213

      NITORI Business

      947

      103

      55

      995

      SHIMACHU Business

      54

      -

      1

      53

      Total

      1,001

      103

      56

      1,048

      NITORI Group revised its mission from “To enrich the homes of people all over the world.” to “Enrich the everyday lives of people all over the world.” on February 12, 2025.

      Founded in 1967 with its origins in furniture sales, NITORI Group has consistently aimed to enhance its customers’ lives by providing more comfortable and enriching lifestyles. Our business has expanded into a home furnishings operation that now includes not only furniture, but also bedding, curtains, decorative items, and everyday household goods. In recent years, NITORI Group has expanded our focus to include home appliances and pet supplies, while also broadening our offerings through our apparel business and home improvement store business, all to enrich our customers’ lives. The Company is committed to helping build a society in which people around the world can enjoy truly fulfilling lives, while striving for sustainable growth as a group.

    4. Sustainability Initiatives

    During the fiscal year under review, the Company has continued to promote initiatives that support our customers’ daily lives across the stages of manufacturing, transportation, use, and after use under the slogan, “Good for the future. Good for everyone.” To achieve the “Nitori Group Green Vision 2050,” formulated as a set of goals for 2050 in August 2024, the entire Nitori Group is working together to advance initiatives toward our goals under three themes: Promotion of Circular Business, Sustainable Procurement, and Response to Climate Change.

    As part of our efforts for the "Promotion of Circular Business," the Company has been operating a curtain recycling program. In response to customer feedback, particularly from those considering replacing or discarding curtains, expressing that “curtains are difficult to dispose of because they still appear usable,” the Company is accepting used curtains for recycling on an ongoing basis at all NITORI, SHIMACHU, and Deco Home stores nationwide (hereinafter “All Stores”). This initiative has been utilized by approximately 422.000 people cumulatively from fiscal 2022 to 2024, and approximately 1.683 tons of curtains have been collected. In addition, the Company conducted a second round of towel recycling at All Stores for a limited time this year. This initiative was launched in response to customer concerns such as “I have unused towels piling up at home” and “I want to unify the colors and patterns of my towels, but I don’t have a good reason to replace them yet.” Thanks to the positive feedback received, the Company extended the collection period compared to the first round, resulting in further resource recycling. The Company conducted a limited-time campaign to collect down feather quilts for recycling at All Stores. During the same period, the Company also launched sales of down feather quilts made from recycled down collected from approximately 46,000 customers in the previous fiscal year. These new down feather quilts had a much higher recycled down content per quilt, further advancing our efforts toward sustainability. In addition, the Company is working to promote the recycling of both products and packaging while maintaining the price and quality of “Offering the Unexpected”. Specifically, for products, the

    Company is advancing product development designed with consideration for resource recycling. For packaging, the Company is promoting a switch to materials with reduced environmental impact to enable reuse as resources rather than disposal as waste.

    To advance our “Sustainable Procurement” initiatives, the Company promotes sustainable procurement throughout our entire supply chain with the aim of taking environmental and social issues into consideration. In particular, the Company pursues building a supply chain for sustainable timber procurement that eliminates deforestation, illegal logging, and human rights violations by implementing traceability systems that take biodiversity into account with our suppliers.

    In relation to our “Response to Climate Change,” the Company commenced full operation of NITORI Power Plant, the first scheme to utilize surplus electricity in Japan. By maximizing the strengths of the Group’s nationwide store and logistics network and working in partnership with Sustech Inc., the Company has introduced a renewable energy cycle that utilizes surplus electricity generated through solar panels installed on the rooftops of our stores and logistics facilities. As a rooftop solar power generation project on company-owned facilities under the FIP system, this is the first and one of the largest in Japan.

    NITORI Group was selected for the first time for inclusion in the FTSE4Good Index Series and the FTSE Blossom Japan Index, and has also been included in the FTSE Blossom Japan Sector Relative Index for the third consecutive year. The FTSE4Good Index Series is recognized as one of the world’s leading ESG investment indices, while the FTSE Blossom Japan Index and the FTSE Blossom Japan Sector Relative Index specifically evaluate the ESG performance of Japanese companies.

    Going forward, the Company will continue developing sustainably as a company while at the same time seeking to contribute to a better future by solving social and environmental problems through our end-to-end circular business model.

  2. Capital investment

    Total capital investment in the fiscal year amounted to 126,092 million yen, mainly for the construction of new stores and distribution centers and for the opening of new stores in the next fiscal year and beyond.

  3. Issues to be addressed
  4. Status of assets and income

    50th fiscal year

    51st fiscal year

    52nd fiscal year

    53rd fiscal year

    (Fiscal year under review)

    Net sales (million yen)

    811,581

    948,094

    895,799

    928,950

    Ordinary profit (million yen)

    141,847

    144,085

    132,377

    126,218

    Profit attributable to owners of parent (million yen)

    96,724

    95,129

    86,523

    76,891

    Earnings per share (yen)

    856.71

    841.90

    765.62

    680.38

    Total assets

    983,840

    1,133,771

    1,238,679

    1,350,631

    Total net assets

    732,813

    818,096

    896,308

    965,352

    Net assets per share

    6,489.57

    7,239.04

    7,931.07

    8,542.07

  5. Major offices and plants (As of March 31, 2025)
    • Major Locations in Japan
      1. Offices

        Sapporo, Tokyo, Toyonaka (Osaka), Saitama

      2. Logistics centers

        Ishikari (Hokkaido), Sendai (Miyagi), Shiraoka (Saitama), Yokohama, Kawasaki, Ibaraki (Osaka), Kobe, Sasaguri (Fukuoka)

      3. Factories

      Satte (Saitama)

    • Major Overseas Locations
      1. Offices

        Shanghai (Mainland China), Taipei (Taiwan), Kuala Lumpur (Malaysia)

      2. Logistics centers

        Taicang (Mainland China)

      3. Factories

      Hanoi (Vietnam), Ba Ria - Vung Tau (Vietnam), Vinh Phuc (Vietnam), Samut Prakan (Thailand)

  6. Status of principal subsidiaries (As of March 31, 2025)
    1. Principal subsidiaries

      Company Name

      Share Capital

      Voting rights ratio

      Principal business

      Nitori Co., Ltd.

      1,000 million yen

      100.0%

      Sales of furniture and interior goods

      Home Logistics Co., Ltd.

      490 million yen

      100.0%

      Logistics Services

      SHIMACHU CO., LTD.

      101 million yen

      100.0%

      Sales of furniture, interior goods, and home improvement products.

      NITORI TAIWAN CO., LTD.

      2,768 million yen

      100.0%

      Sales of furniture and interior goods

      NITORI (CHINA) HOLDING Co., Ltd.

      6,614 million yen

      100.0%

      Management of group companies

      DECOHOME CHINA Co., Ltd.

      693 million yen

      100.0%

      [100.0%]

      Sales of furniture and interior goods

      NITORI (SHANGHAI) HOME FURNISHING CO., LTD

      1,657 million yen

      100.0%

      [100.0%]

      Sales of furniture and interior goods

      NITORI (SHANGHAI) HOME FURNISHING SALES CO., LTD

      50 million yen

      100.0%

      [100.0%]

      Sales of furniture and interior goods

      Nitori Taicang Trading & Logistics Co., Ltd.

      6,421 million yen

      100.0%

      Logistics Services and Commodity Input

      Nitori Furniture Vietnam EPE

      18,237 million yen

      100.0%

      [100.0%]

      Furniture Manufacturing

      Nitori Public Co., Ltd.

      150 million yen

      100.0%

      Advertising Business

      HOME DECO CO., LTD.

      28 million yen

      100.0%

      Curtain Manufacturing

      Notes: 1. Figures in square brackets in the Voting rights ratio column represent indirect holdings.

      2. The status of specified wholly owned subsidiaries as of the end of the current fiscal year is as follows.

      Company Name

      Address

      Book value of shares

      Total assets of the Company

      SHIMACHU CO., LTD.

      8-3-32, Kamiochiai, Chuo-ku,

      Saitama-shi, Saitama

      216,038 million yen

      599,241 million yen

    2. Principal affiliated company

    Company Name

    Share Capital

    Voting rights ratio

    Principal business

    KATITAS Co., Ltd.

    3,778 million yen

    34.2%

    Pre-Owned Housing Revitalization

  7. Principal business (As of March 31, 2025)

    The Group consists of the Company, 37 consolidated subsidiaries and one equity-method affiliate, and is distinguished between NITORI Business and SHIMACHU Business. NITORI Business involves the development, manufacture, and sale of furniture and interior goods, as well as other activities such as real estate leasing, advertising services, and logistics services. SHIMACHU Business includes the sale of furniture, interior goods, and home improvement products.

  8. Status of employees (As of March 31, 2025)

    Division

    Number of Employees

    Number of Temporary Employees

    Increase / Decrease

    NITORI Business

    18,874

    19,637

    1,360

    2,669

    SHIMACHU Business

    1,297

    2,699

    (123)

    (61)

    Total

    20,171

    22,336

    1,237

    2,730

    Notes: The number of employees is the number of full-time employees, and the number of temporary employees is the average number of employees per year (converted to 8 hours per day) in the right column.

  9. Principal lenders and amount of borrowings (As of March 31, 2025)

Lender

Loan balance

Sumitomo Mitsui Banking Corporation

36,000 million yen

Sumitomo Mitsui Trust Holdings, Inc

36,000 million yen

Mizuho Bank, Ltd.

36,000 million yen

North Pacific Bank, Ltd.

36,000 million yen

MUFG Bank, Ltd.

26,000 million yen

Saitama Resona Bank, Limited

10,000 million yen

Resona Bank, Limited

10,000 million yen

Status of the Company
  1. Matters Regarding Shares (As of March 31, 2025)
    1. Total number of authorized shares

      288,000,000 shares

    2. Total number of issued shares

      114,443,496 shares

      *The number stated above includes 1,044,496 shares of treasury stock.

    3. Number of shareholders

      44,496

    4. Status of the top 10 shareholders

      Name

      Number of shares owned

      (thousands)

      Ratio to the total number of issued shares

      (%)

      NITORI Trading Ltd.

      20,799

      18.34

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

      20,219

      17.83

      Custody Bank of Japan, Ltd. (trust account)

      8,745

      7.71

      NITORI International Scholarship Foundation

      5,000

      4.41

      North Pacific Bank, Ltd.

      3,860

      3.40

      Akio Nitori

      3,410

      3.00

      National Mutual Insurance Federation of Agricultural Cooperatives

      2,561

      2.26

      Momoyo Nitori

      2,078

      1.83

      Nippon Life Insurance Company

      2,056

      1.81

      STATE STREET BANK WEST CLIENT – TREATY 505234

      1,623

      1.43

      Notes: 1. The numbers presented in “Number of shares held” above are calculated based on the list of shareholders.

      1. The Company’s 1,044,496 shares of treasury stock are excluded from the above list of major shareholders.

      2. Calculations of equity positions exclude holdings of treasury stock.

      3. The number of shares owned by The Master Trust Bank of Japan, Ltd. and Custody Bank of Japan, Ltd. are shares held in securities investment trusts and retirement benefit trusts.

    5. Matters regarding shares granted to Company officers during the fiscal year as consideration for performance of duties

      Not applicable.

  2. Matters Regarding Company Officers (As of March 31, 2025)
    1. Status of the Directors

      Position in the Company

      Name

      Responsibility in the Company and Significant concurrent positions outside the Company

      Representative Director & Chairperson

      Akio Nitori

      Representative Director, Chairperson & President of Nitori Co., Ltd.

      Director & Senior Advisor of Home Logistics Co., Ltd.

      Representative Director & Chairperson of Nitori Public Co., Ltd.

      Director & Senior Advisor of HOME DECO CO., LTD.

      Representative Director & Chairperson of N Plus Co., Ltd.

      Representative Director, Chairperson & President of Nitori Furniture Co., Ltd.

      Chairperson of Nitori Furniture Vietnam EPE

      Director of SHIMACHU CO., LTD

      Director & Senior Advisor of Nitori Digital Base Co., Ltd.

      Representative Director & President

      Toshiyuki Shirai

      Director of Nitori Co., Ltd.

      Representative Director & Chairperson of Home Logistics Co., Ltd.

      Director of Nitori Public Co., Ltd.

      Director of Nitori Furniture Co., Ltd.

      Director of N plus Co., Ltd.

      Director of KATITAS Co., Ltd.

      Director of SHIMACHU CO., LTD.

      Representative Director & Chairperson of Nitori Digital Base Co., Ltd.

      Director, Executive Officer & Vice President

      Masanori Takeda

      General Manager of Global Sales Promotion Office

      In charge of Overseas Business

      Director of Nitori Co., Ltd.

      Chairperson of NITORI (CHINA) HOLDING Co., Ltd.

      Chairperson of Nitori Taicang Trading & Logistics Co., Ltd.

      Chairperson of NITORI HONG KONG CO., LTD.

      Chairperson of NITORI KOREA CO., LTD.

      Director of Nitori India Private Limited

      Director

      Hiromi Abiko

      General Manager of HR Education Division

      Director

      Takaaki Okano

      Director of SHIMACHU CO., LTD.

      Director

      Yoshihiko Miyauchi

      Senior Chairman of ORIX Corporation

      Outside Director of ACCESS CO., LTD.

      Outside Director of Calbee, Inc.

      Outside Director of RAKSUL INC.

      Director

      Naoko Yoshizawa

      Outside Director of Yamaha Corporation

      Director (Full-time Member of Audit & Supervisory Committee)

      Takao Kubo

      Corporate Auditor of Nitori Co., Ltd.

      Corporate Auditor of Home Logistics Co., Ltd.

      Corporate Auditor of SHIMACHU CO., LTD.

      Director (Member of Audit & Supervisory Committee)

      Yoshiyuki Izawa

      Outside Director of Seven & i Holdings Co., Ltd.

      Outside Director of Sanoh Industrial Co., Ltd.

      Director (Member of Audit & Supervisory Committee)

      Hisayoshi Ando

      Outside Director of Marubeni Corporation

      Outside Director of MAMEZO DIGITAL HOLDINGS CO., LTD

      Representative Director & President of Tokyo Small and Medium Business Investment & Consultation Co., Ltd

      Director (Member of Audit & Supervisory Committee)

      Masahito Kanetaka

      —

      1. Fumiaki Matsumoto retired as a Director upon the expiration of his term of office, effective at the conclusion of the 52nd Annual General Meeting of Shareholders held on June 20, 2024.

      2. Fumihiro Sudo (Director of Nitori Co., Ltd. and Representative Director and Chairperson of SHIMACHU Co., LTD.) retired by resignation as of January 31, 2025. Please note that his concurrent positions as described above were those held at the time of his resignation.

      3. Yoshihiko Miyauchi, Naoko Yoshizawa, Yoshiyuki Izawa, Hisayoshi Ando and Masahito Kanetaka are Outside Directors.

      4. Takao Kubo is appointed as a Full-time Member of Audit & Supervisory in order to enhance the effectiveness of auditing and supervisory functions by collecting and sharing information from Directors and strengthening cooperation with the Internal Audit Department and other departments. He has many years of experience in his duties at the Company and has considerable knowledge of finance and accounting.

      5. The Company registered Yoshihiko Miyauchi, Naoko Yoshizawa, Yoshiyuki Izawa, Hisayoshi Ando and Masahito Kanetaka as independent officers with the Tokyo Stock Exchange and the Sapporo Securities Exchange pursuant to the regulations of the Exchanges, and each of them meets the “Independence Criteria for Outside Directors” established by the Company. Please refer to page 15 for the “Independence Criteria for Outside Directors.”

      6. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreements with Yoshiko Miyauchi, Naoko Yoshizawa, Takao Kubo, Yoshiyuki Izawa, Hisayoshi Ando and Masahito Kanetaka to limit their liability for damages under Article 423, paragraph 1 of the Companies Act to the minimum liability amount provided for by Article 425, paragraph 1 of the same Act.

      7. The Company has concluded a Directors and Officers Liability insurance contract provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance contract shall cover damages, legal expenses, etc. (except for causes for exemptions stipulated under the contract) in the event where a claim for damages is made during the insurance period as a result of the execution of duties by directors and officers. However, as a measure to ensure the appropriateness of the execution of duties by the insured is not impaired, there are certain causes for exemptions, including no coverage for damage arising from acts committed by the insured while being aware that they were in violation of laws and regulations. The insureds under the said insurance contract are directors and executive officers of the Company and its domestic and overseas subsidiaries (excluding some). In addition, the insurance premiums are fully borne by the Company.

      8. The Company has introduced an executive officer system to clearly separate management’s decision-making function and business execution function for more efficient and expedited management and to respond to changes in the business environment promptly and appropriately.

      Executive Vice President: Masanori Takeda

      Managing Executive Officers: Mitsuru Oki, Naoshi Takei, Manabu Nakamura, Hiroshi Nagai, Kazuyuki Hashimoto, Junichi Yoshima, Tadashi Kudo, Tsuyoshi Okamura

      Senior Executive Officers: Isao Arai, Hiroki Murabayashi, Kenichiro Aoya, Kazuya Tsukada

      Executive Officers: Akio Igarashi, Ei Sugiura, Harumi Sawai, Akihiro Kushida, Toshinori Arai, Masaomi Zenji,

      Tetsuya Okuda, Takuya Ono, Tetsuo Yamamoto, Masatoshi Sano, Yuichi Maruhashi, Hiroyuki Tajiri, Noriaki Hase, Hideki Sasaki, Ryo Takahashi, Katsunori Kobayashi

    2. Matters regarding the policy for determination of the amount and calculation method of the compensation, etc. of Directors

      The Company has established a policy for determining the compensation, etc. for Directors, as set out below, and determine the amount of compensation, etc. for Directors and the calculation methods thereof in accordance with this policy. The Company has also established the Nominating and Compensation Committee, made up of a majority of independent Outside Directors, as a voluntary advisory organ for the Board of Directors, to ensure the appropriateness of compensation, etc. for Directors and the transparency of the determination process.

      1. Matters regarding the policy for determination of the compensation, etc. of Directors

        The Company considers sustainable growth and improvement of corporate value in the medium and long term to be management priorities and believes that the system of compensation for Directors should be a system that contributes to the growth and enhancement of its corporate value. Specifically, compensation for Directors (excluding non-executive Directors, for example, Directors who are Audit & Supervisory Committee Members) (hereafter “Executive Directors”) consists of fixed basic compensation and performance-based compensation, and the Company has made the link between performance-based compensation and business results even clearer and set the percentage of performance-based compensation in total compensation at an appropriate level, in order to make Directors more aware of contributing to sustainable enhancement of its corporate value through medium-and long-term improvement in business results and their shared interest with shareholders.

        The compensation of non-executive Directors such as Directors who are Audit & Supervisory Committee Members (hereinafter, “Non-executive Directors”) consists of fixed basic compensation, in principle. Non-executive Directors are not paid performance-based compensation.

        Furthermore, based on a report obtained from the Nominating and Compensation Committee, the Company resolved, at the Board of Directors meeting held on March 5, 2021, to adopt a policy on determining compensation, etc. for each Director.

      2. Matters regarding shareholders meeting resolutions pertaining to the compensation, etc. of Directors

        Division

        Date of resolution at the General Meeting of Shareholders

        Details

        Monetary compensation of Directors (excluding Directors who are Audit & Supervisory Committee Members)

        ・Basic compensation

        ・Performance-based monetary compensation (short-term incentive compensation)

        May 13, 2016; 44th Annual General Meeting of Shareholders

        *As of the close of this Annual General Meeting of Shareholders, the Company had seven Directors (excluding Directors who are Audit & Supervisory Committee Members) (including two Outside Directors).

        Compensation for Directors who are Audit & Supervisory Committee Members

        May 13, 2016; 44th Annual General Meeting of Shareholders

        *As of the close of this Annual General Meeting of Shareholders, the Company had four Directors who are Audit & Supervisory Committee Members (including three Outside Directors).

        Stock compensation for Executive Directors

        ・Performance-based stock compensation (medium- to long-term incentive compensation)

        May 11, 2017; 45th Annual General Meeting of Shareholders

        *As of the close of this Annual General Meeting of Shareholders, the Company had six Executive Directors (including no Outside Directors).

        • The maximum amount of compensation for Directors (excluding Directors who are Audit & Supervisory Committee Members) shall be 600 million yen per year (including the maximum amount of compensation for Outside Directors of 100 million yen per year).

        • Details such as the actual amount to be paid to each Director (excluding Directors who are Audit & Supervisory Committee Member) and the timing of payment shall be determined by resolution of the Board of Directors.

        • The maximum amount of compensation for Directors who are Audit & Supervisory Committee Members shall be 120 million yen per year.

        • Details such as the actual amount to be paid to each Director who is an Audit & Supervisory Committee Member and the timing of payment shall be determined by discussion among the Directors who are Audit & Supervisory Committee Members.

        • Separate from the maximum amount of monetary compensation for Directors (excluding Directors who are Audit & Supervisory Committee Members), the maximum amount of stock compensation for Executive Directors shall be 300 million yen per year.

      3. Composition of the compensation and overview of procedures for determination of the compensation

        Details of the Company’s compensation for Directors such as the composition of compensation, evaluation of the appropriateness of the design of the performance-based compensation system, the setting of targets and the evaluation of results are deliberated by the Nominating and Compensation Committee and determined by the Board of Directors based on the Committee’s report of its deliberations submitted to the Board of Directors.

        1. Executive Directors

          Compensation for Executive Directors is composed of fixed basic compensation and performance-based compensation whose amount varies based on the company’s business performance and other factors. Performance-based compensation consists of performance-based monetary compensation-based to each fiscal year’s business performance, etc. (short-term incentive compensation) and performance-based stock compensation that is based on targets set in advance every two fiscal years for the company’s business performance during a target period and that is paid in the Company’s common shares after the end of the target period according to the degree of achievement of these targets (medium- to long-term incentive compensation). The pay structure is such that basic compensation accounts for 75% and performance-based monetary compensation (short-term incentive compensation) accounts for 25%, and performance-based stock compensation (medium- to long-term incentive compensation) are 10% of a cumulative two-year total of the above single fiscal year compensation (which gives the effective composition ratio of performance-based compensation of 31.8%).

          The amount of basic compensation is determined by a resolution, etc. of the Board of Directors, etc. within a maximum amount approved by the General Meeting of Shareholders.

          The performance-based monetary compensation (short-term incentive compensation) is linked to business performance in a single fiscal year and is positioned as monetary compensation that reflects key performance indicators (KPIs) in order to increase awareness of improving business results each fiscal year. It is calculated based on the achievement of business performance targets such as consolidated operating profit for each fiscal year (the company-wide targets and targets assigned to each individual reflecting performance of department in charge, etc.) and is variable between 0% and 150% of the base amount. Based on consideration of the rate of achievement of business performance targets such as consolidated operating profit for each fiscal year (the company-wide targets and targets assigned to each individual reflecting performance of department in charge, etc.), among other factors, the amount to be paid to each Director is calculated and determined by a resolution, etc. of the Board of Directors, etc. with reference to a report by the Nominating and Compensation Committee and within the maximum amount approved by the General Meeting of Shareholders.

          To strengthen the link between performance-based stock compensation and medium- to long-term enhancement of corporate value, the Company has adopted Performance Share Units. Compensation is calculated based on the achievement of business performance targets such as consolidated profit for every two fiscal years (company-wide targets and targets assigned to each individual reflecting performance of department in charge, etc.) and is variable between 0% and 200% of the basic amount. After the end of the target period, based on consideration of the rate of achievement of business performance targets such as consolidated profit for every two fiscal years (company-wide targets and targets assigned to each individual reflecting performance of department in charge, etc.), among other factors, and using the number of shares to be delivered determined with reference to the report of the Nominating and Compensation Committee as a basis for the calculation, the amount of monetary compensation claims to be contributed in kind by each Director and the amount equivalent to tax expenses that will be borne by each Director as a result of acquisition of the Company’s common shares are determined by a resolution, etc. of the Board of Directors, etc. within the maximum amount approved by the General Meeting of Shareholders.

          For the above stock compensation, the number of shares to be delivered to each Director is calculated by adding together the number of shares for each respective numerical target obtained by multiplying the “basic number of shares to be delivered” determined for each applicable Director (determined taking into consideration factors such as the position of each Director and the rate of achievement of single fiscal year performance targets during the target period) by an allocation percentage for “each respective numerical target” set for each Director (set from among company-wide targets (consolidated profit, etc.), individual targets (performance of department in charge, etc.) and “each respective performance-based coefficient” determined based on the rate of achievement of each respective numerical target (determined in the range 0% to 200%). Furthermore, Executive Directors (including Directors who retire after delivery of shares under the system) are required to continue holding the shares delivered under the system for a certain period in accordance with the shareholding guidelines established by the Company’s Board of Directors to promote medium- to long-term profit sharing with shareholders. The shareholding guidelines set forth that a three-year restriction shall be imposed on the transfer of shares delivered under the system. Furthermore, the shareholding guidelines stipulate 'Clawback Provisions,' which are clauses concerning the claim for return of stock-based compensation. These provisions prescribe that, in the event a material misstatement in financial statements or similar documents is identified, and if such misstatement is attributable to misconduct or illegal acts, the Company may demand the return of all or part of an amount equivalent to the relevant stock-based compensation.

        2. Non-Executive Directors

        The compensation of Non-executive Directors is composed of fixed basic compensation, in principle. Executive Directors are not paid performance-based monetary compensations (short-term incentive compensation) or performance-based stock compensation (medium- to long-term compensation).

        The basic compensation for Non-executive Directors (excluding Directors who are Audit & Supervisory Committee Members) is determined by resolution, etc. by the Board of Directors, etc. within the maximum amount of compensation, etc. for such Directors approved by the General Meeting of Shareholders. The basic compensation for Directors who are Audit & Supervisory Committee Members is determined through discussion among Directors who are Audit & Supervisory Committee Members within the maximum amount of compensation, etc. for Directors who are Audit & Supervisory Committee Members approved by the General Meeting of Shareholders.

      4. Matters regarding delegation pertaining to the decision of compensation, etc. to each Director

        Determination of the specific amounts allocated to each Director (excluding Directors who are Audit & Supervisory Committee Members) for basic compensation and for performance-based monetary compensation (short-term incentive compensation) and performance-based stock compensation (medium- to long-term incentive compensation) that reflects achievement of company-wide targets and individual targets is delegated to Representative Director & Chairperson Akio Nitori based on a resolution of the Board of Directors, on the assumption that such amounts will be within the maximum amounts of compensation, etc. approved by the General Meeting of Shareholders. Mr. Nitori is delegated this authority based on the judgment that he is the most suitable person to make a comprehensive evaluation of each Director (excluding Directors who are Audit & Supervisory Committee Members), including their professional ability. Furthermore, when delegating determination of specific allocations of compensation to each Director (excluding Directors who are Audit & Supervisory Board Members), the Board of Directors consults with and obtains a report from the Nominating and Compensation Committee, which consists of a majority of independent Outside Directors, regarding the performance evaluation process used to determine the amounts of performance-based compensation paid, in order to ensure that the delegated authority is exercised in an appropriate manner, and Mr. Nitori gives utmost respect to this report when determining the specific amounts of compensation allocated.

        The amount of compensation, etc. for each Director who is Audit & Supervisory Committee Member is determined through discussion among Directors who are Audit & Supervisory Committee Members within the maximum amount of compensation, etc. for Directors who are Audit & Supervisory Committee Members approved by the General Meeting of Shareholders.

      5. Amounts of compensation, etc. paid to Directors in the fiscal year under review

        Division

        Total amount of compensation, etc.

        Total amount by type of compensation, etc.

        Number of Applicable Directors

        Basic compensation

        Performance-based compensation

        monetary compensation (short-term incentive compensation)

        stock compensation (medium- to long-term incentive compensation)

        Directors (excluding Directors who are Audit & Supervisory Committee Members)

        Directors (excluding Outside Directors)

        220 million yen

        220million yen

        -

        -

        6

        Outside Director

        21 million yen

        21 million yen

        2

        Directors who are Audit & Supervisory Committee Members

        Directors (excluding Outside Directors)

        16 million yen

        16 million yen

        1

        Outside Director

        36 million yen

        36 million yen

        3

        Notes: 1. The aforementioned Total amount of compensation, etc., Basic compensation, and Number of Applicable Directors includes one (1) Director (excluding Outside Directors) who retired at the conclusion of the 52nd Annual General Meeting of Shareholders held on June 20, 2024, and one (1) Director (excluding Outside Directors) who retired due to resignation on January 31, 2025.

        1. As of March 31, 2025, Directors (excluding Directors who are Audit & Supervisory Committee Members) consist of five Directors (excluding Outside Directors) and two Outside Directors. Directors who are Audit & Supervisory Committee Members consist of one

          (1) Director (excluding Outside Directors) and three (3) Outside Directors.

        2. The amounts of compensation, etc. paid to each Director in the fiscal year under review were determined by the process described in (d), and the Board of Directors deems that the amounts of compensation, etc. paid to each Director in the fiscal year under review are in line with the determination policy.

      The Company selected consolidated operating Income and Return on Equity (ROE) as the indicator for performance-based compensation in the fiscal year under review, in order to clarify the link between compensation and business performance and shareholders’ interests. Performance targets and results in the fiscal year under review were as follows.

      Target

      Results

      Consolidated Operating Income

      129,600 million yen

      120,372 million yen

      Return on Equity

      11.7%

      8.3%

      Notes: 1. No performance-based compensation is provided to Non-Executive Directors.

    3. Matters Regarding Outside Directors
  1. Matters regarding significant concurrent positions as executives of other corporations Not applicable.

  2. Matters regarding significant concurrent positions as outside directors (and other officers) of other corporations

    Position in the Company

    Name

    Significant concurrent positions of other corporations

    Relationship between the Company and the company where he/she holds concurrent positions

    Director

    Yoshihiko Miyauchi

    Senior Chairman of ORIX Corporation

    There are no material business relationships.

    Outside Director of ACCESS CO., LTD.

    There are no material business relationships.

    Outside Director of Calbee, Inc.

    There are no material business relationships.

    Outside Director of RAKSUL INC.

    There are no material business relationships.

    Director

    Naoko Yoshizawa

    Outside Director of Yamaha Corporation

    There are no material business relationships.

    Director (Member of Audit & Supervisory Committee)

    Yoshiyuki Izawa

    Outside Director of Seven & i Holdings Co., Ltd.

    There are no material business relationships.

    Outside Director of Sanoh Industrial Co., Ltd.

    There are no material business relationships.

    Director (Member of Audit & Supervisory Committee)

    Hisayoshi Ando

    Outside Director of Marubeni Corporation

    There are no material business relationships.

    Outside Director of MAMEZO DIGITAL HOLDINGS CO., LTD.

    There are no material business relationships.

    Representative Director & President of Tokyo Small and Medium Business Investment & Consultation Co., Ltd.

    There are no material business relationships.

    Director (Member of Audit & Supervisory Committee)

    Masahito Kanetaka

    —

    —

  3. Status of the main activities of each outside director (excluding Directors who are Audit & Supervisory Committee Members)

Name

the Board of Directors meeting

(13 times)

Summary of duties performed with respect to major activities and expected roles

Number of Attendances

Attendance ratio

Director

Yoshihiko Miyauchi

12 times

92.3%

He attended 12 out of 13 meetings of the Board of Directors held during the fiscal year under review. During the period under review, he appropriately fulfilled his expected role by actively providing advice, etc. on the Company's medium- to longterm plans, management strategies, etc. from a broad perspective based on his

extensive experience and high-level insight on corporate management derived from

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