To Our Shareholders
Securities Code 7453
October 31, 2025
Satoshi Shimizu
President and Representative Director
Ryohin Keikaku Co., Ltd. 5-1, Koraku 2-chome, Bunkyo-ku, Tokyo, Japan Convocation Notice of the 47thOrdinary General Meeting of ShareholdersWe would like to take this opportunity to thank you, our shareholder, for the support you provide to Ryohin Keikaku Co., Ltd. (the "Company").
We are pleased to announce that the 47thOrdinary General Meeting of Shareholders of the Company will be held as described below.
When convening this General Meeting of Shareholders, the Company uses methods for providing information that constitutes the content of reference documents for the General Meeting of Shareholders, etc. (items subject to electronic provision measures) in electronic format, and posts this information on each of the following websites. Please access either of those websites by using the internet address shown below to review the information.
(For this General Meeting of Shareholders, we have delivered paper-based documents stating the items subject to electronic provision measures to all shareholders, regardless of whether or not they have requested them.)
The Company's website (in Japanese):
https://www.ryohin-keikaku.jp/ir/shareholders_meeting/
The Company's website:
https://www.ryohin-keikaku.jp/eng/ir/ir_archive/convocation_notice/
Website for posted informational materials for the General Meeting of Shareholders: https://d.sokai.jp/7453/teiji/ (in Japanese)
Tokyo Stock Exchange (TSE) website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Access the TSE website by using the internet address shown above, enter "Ryohin Keikaku" in "Issue name (company name)" or the Company's securities code "7453" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")
For this General Meeting of Shareholders, shareholders who wish to attend in person must register to do so beforehand. For details on registration, please refer to "Request Regarding Advance Registration" on page
You can exercise your voting rights in writing or via the internet, etc., so please review the attached Referential Documents for the General Meeting of Shareholders and exercise your voting rights by 6:00
P.M. on Friday, November 21, 2025 following the instructions provided below.
Notes
Date and Time: 10:00 A.M. on Sunday, November 23, 2025 (National holiday) (Reception starts at 9:15 A.M.)
Place: Hall B7, Tokyo International Forum
, Marunouchi 3-chome, Chiyoda-ku, Tokyo
Purposes:
Matters to be reported:
The Business Report, the Consolidated Accounting Statements, and the Audit Reports for Consolidated Accounting Statements by the accounting auditor and the Board of Corporate Auditors, for the 47thbusiness year from September 1, 2024 through August 31, 2025
The Accounting Statements for the 47thbusiness year from September 1, 2024 through August 31, 2025
Matters to be resolved:
Item 1 Disposal of surplus
Item 2 Election of nine (9) directors
Item 3 Election of one (1) corporate auditor
Instructions for Exercising Voting Rights
Voting by mail
Please indicate on the voting card sent with this Convocation Notice of the 47thOrdinary General Meeting of Shareholders whether you approve or disapprove each item and return the completed card to us by mail. All such completed cards must be received by the Company by 6:00 P.M. on Friday, November 21, 2025. If neither approval nor disapproval of each item is indicated on the voting card, the Company will deem that you indicated your approval of the item.
Voting via the internet, etc.
Please access the website designated by the Company for voting (https://www.web54.net) (in Japanese), and exercise your voting rights by 6:00 P.M. on Friday, November 21, 2025. For details, please see the page after the next.
Voting by attending the meeting
Shareholders wishing to attend the meeting in person must register to do so in advance. (Please refer to the page 5 for instructions on how to register in advance.)
On the day of the meeting, please present the "Voting Card," which was sent with this notice, and show the "Notice of Admission," which was sent separately by email on Wednesday, November 19, at the reception of the meeting.
When you exercise your voting rights both by written document and via the internet, etc., only the vote via the internet, etc. will be deemed valid. In addition, when you exercise your voting rights more than once via the internet, etc., or exercise your voting rights more than once via PC, and/or smartphone, only the last vote will be deemed valid.
If you attend the meeting in person, you do not need to follow the procedures for the exercise of voting rights in writing or via the internet, etc.
To Institutional Investors
Institutional investors may use "Voting Rights Electronic Exercise Platform" operated by ICJ Co., Ltd., when an application is made in advance, as a measure of exercising voting rights by electromagnetic method.
Notes: 1. If you could attend the General Meeting of Shareholders in person, please submit the voting card sent with this notice at the reception of the meeting and bring this notice with you, and please show the "Notice of Admission" sent separately by email on Wednesday, November 19 at the reception. Please refer to the page 5 for instructions on how to register in advance.
If revisions to the items subject to electronic provision measures arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the Company's website,
the website for posted informational materials for the General Meeting of Shareholders and the TSE website mentioned above.
Among the items subject to electronic provision measures, in accordance with the provisions of relevant laws and regulations and the Company's Articles of Incorporation, the following items are excluded from the paper-based documents delivered to shareholders who have made a request for delivery of such documents. For this General Meeting of Shareholders, paper-based documents stating items subject to electronic provision measures, excluding the following items, will be delivered to all shareholders. The corporate auditors and the accounting auditor have audited the documents subject to audit, including the following items.
Matters Concerning Share Acquisition Rights
Basic Policy for Developing Internal Control Systems
Consolidated Statements of Changes in Net Assets
Notes to the Consolidated Accounting Statements
Non-consolidated Statements of Changes in Net Assets
Notes to the Accounting Statements
When you exercise your voting rights for the General Meeting of Shareholders via the internet, etc., please be aware of the following:
The system maintenance is scheduled from 5:00 A.M. on Saturday, November 1, 2025, to 5:00 A.M. on Tuesday, November 4, 2025. During the maintenance period, the "Smart Vote" website and the voting website will be unavailable.
QR code method: "Smart Vote" methodYou can simply log in to the voting website without entering your voting rights exercise code and password.
Please scan the QR code located on the lower right-hand side of the voting card.
Indicate your approval or disapproval by the following instructions on the screen.
* "QR code" is a registered trademark of DENSO WAVE INCORPORATED.
Note that exercising voting rights by using "Smart Vote" method is available only once.
If you need to change your votes after excising your voting rights, please use the conventional internet voting method and log in to the voting website for a PC by using your voting rights exercise code and password provided on the voting card to exercise your voting rights again.
*If you rescan the QR code, you can access the voting website for a PC.
Exercising your voting rights via the internet is available by accessing the voting website (https://www.web54.net) (in Japanese).
Inquiries regarding the operation of a PC, etc. for exercising voting rightsInquiries regarding the operation of a PC, etc. for exercising voting rights on the voting website, please contact:
Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank, Limited
Tel: 0120-652-031 (toll free and available from 9:00 A.M. to 9:00 P.M., only in Japan)
Request Regarding Advance RegistrationRegistration deadline: By 5:00 P.M. on Monday, November 17, 2025
As the Company considers opportunities for dialogue with shareholders to be important, the Company would like to hold this General Meeting of Shareholders with many shareholders in attendance. In addition, following this General Meeting of Shareholders, the Company will hold a Shareholders' Meeting where it plans to respond to a broad range of questions. Accordingly, shareholders who wish to attend in person must register to do so beforehand in order for smooth preparation and operation. Furthermore, the Company plans to prepare an appropriate number of seats, but in the event that the number of registrations significantly exceeds expectations, a lottery will have to be held.
Please be forewarned that in the event of a lottery being held, shareholders who were not selected by lottery and shareholders who cannot verify they were selected by lottery upon arrival at the venue shall not be granted admission to the 47thOrdinary General Meeting of Shareholders. Moreover, in the event of a lottery not being held, shareholders who did not register in advance and shareholders whose registration cannot be confirmed upon arrival at the venue may not be granted admission to the 47thOrdinary General Meeting of Shareholders.
Please register using the following dedicated website. (Only registration by the method of using this website shall be deemed to be valid.)
Method for advance registrationRegistration deadline: By 5:00 P.M. on Monday, November 17, 2025 Please register using the following dedicated website.
Website for receiving registrations https://krs.bz/ryohin/m?f=1 (in Japanese)
After accessing the website dedicated for receiving registrations from your computer, smartphone or mobile phone, please confirm the points to note if you agree, and register the following information:
Shareholder number (9-digit number stated on the voting card)
Name
Email address
The Company will provide guidance on whether or not one may attend to shareholders who have registered in advance by 5:00 P.M. on Monday, November 17 regardless of whether or not a lottery is held. The guidance will be sent by email on Wednesday, November 19.
Points to noteIn order to be granted admission to this General Meeting of Shareholders, shareholders must bring both the "Voting Card" and the "Notice of Admission" sent by email on Wednesday, November 19. (For the "Notice of Admission," shareholders please either bring a printout of the notice or show the notice on the screen of your smartphone or mobile phone. When doing the latter, we recommend saving it in an easy-to-access place beforehand by taking a screen capture of the notice etc.)
If the information on the "Voting Card" does not match the information on the "Notice of Admission," admission shall not be granted.
The Company shall notify shareholders about whether or not they may attend by email on Wednesday, November 19.
A limit of one registration per shareholder applies.
We will use the personal information that we receive only for the purposes of sending notice of whether or not one may attend, replying to inquiries, questionnaires, and verification of shareholder identity. We will not share that personal information to third parties other than outsourcing contractors entrusted with the operations necessary for those purposes.
Any expenses arising from access to the website dedicated for advance registration are to be borne by the shareholders.
Note: Changes may be made to the way of managing the General Meeting of Shareholders due to future circumstances. In such cases, notice will be provided on the Company's website (https://www.ryohin-keikaku.jp/) (in Japanese). Please check the website at the appropriate timing.
Referential Documents for the General Meeting of Shareholders Item 1 Disposal of surplus Matters relating to dividendsWith an aimed dividend ratio of 30% (per year) as its standard, the Company would like the dividends for the current business year to be as follows, taking into consideration the continuous return of profits to shareholders.
(Note) The Company conducted a two-for-one stock split of common stock, effective September 1, 2025. As the record date for the year-end dividends for the end of period is August 31, 2025, the Company will pay dividends based on the number of shares prior to the split.
Kind of property for dividends:
By cash
Matters relating to allocation of property for dividends and its total amount: Per share of common stock of the Company: 28 yen
Total amount of dividends: 7,773,596,516 yen
Effective date of dividends from surplus: November 25, 2025
All eight directors will complete their terms of office upon conclusion of this General Meeting of Shareholders.
The Company proposes to elect nine directors, in order to increase the structural diversity of the Board of Directors, revitalize discussions on medium- and long-term management challenges, and to ensure decision-making oriented towards sustainable growth of the Company and society.
If candidates in this proposal are elected as originally proposed, the majority of the Board of Directors will be composed by Outside Directors.
The candidates for the new Board of Directors are as follows:
No. | Name (Date of birth/ other notes) | Summary of career, position, in charge, and status of important offices concurrently served | Number of the Company's shares owned by the candidate |
1 | Satoshi Shimizu (March 14, 1974) Reelection Number of years in office: 10 years 6 months Attendance to the meetings of the Board of Directors: 13/13 (100%) | October 1996 Joined Ryohin Keikaku Co., Ltd. June 2011 Store Manager; MUJI Yurakucho Store June 2013 General Manager of Sales Division; Ryohin Keikaku Co., Ltd. May 2015 Director; General Manager of Sales Division; Ryohin Keikaku Co., Ltd. June 2015 Director; General Manager of East Asia Business Division; Ryohin Keikaku Co., Ltd. February 2018 Managing Director; General Manager of Merchandising Headquarters, General Manager of Household Division, and IDÉE Business Unit; and in supervision of Production Division; Ryohin Keikaku Co., Ltd. February 2019 Managing Director; General Manager of Mainland China Business Group; Ryohin Keikaku Co., Ltd. September 2021 Senior Managing Director; General Manager of Mainland China Business Group; and in supervision of Mainland China Business, Taiwan Business, and Hong Kong Business; Ryohin Keikaku Co., Ltd. November 2022 Executive Vice President and Director; and in supervision of Mainland China Business, Taiwan Business, and Hong Kong Business; Ryohin Keikaku Co., Ltd. August 2023 Executive Vice President and Director; and in supervision of Mainland China Business, Taiwan Business, Hong Kong Business and Household Division; Ryohin Keikaku Co., Ltd. November 2024 President and Representative Director; Ryohin Keikaku Co., Ltd. (current) November 2024 Director; MUJI HOUSE Co., Ltd. (current) (Status of important offices concurrently served) Director; MUJI HOUSE Co., Ltd. | 41,200 shares |
Reasons for nomination as candidate for director
Mr. Satoshi Shimizu has management experience in the areas of product development and sales, as well as in overseas business, and possesses insight into the Company's wide range of key business areas. Mr.
Shimizu also holds a central role in global business promotion. The Company nominates him as a candidate for director for these reasons.
No. | Name (Date of birth/ other notes) | Summary of career, position, in charge, and status of important offices concurrently served | Number of the Company's shares owned by the candidate |
Hirotaka Takahashi (December 4, 1972) | April 1996 Joined SEVEN-ELEVEN JAPAN CO., LTD. December 2014 General Manager within Merchandising Department; SEVEN-ELEVEN JAPAN CO., LTD. March 2019 Executive Officer; General Manager of Merchandising Department; SEVEN-ELEVEN JAPAN CO., LTD. March 2020 Director, Executive Officer; General Manager of Merchandising Department (Digital Service Department); SEVEN-ELEVEN JAPAN CO., LTD. January 2021 Director, Executive Officer; General Manager of QC and Logistics Management Department; and Head of Sustainability Promotion Office; SEVEN-ELEVEN JAPAN CO., LTD. April 2022 Joined Ryohin Keikaku Co., Ltd.; Executive Officer; in supervision of Food Merchandising Division September 2022 Senior Executive Officer; in supervision of Food Merchandising Division; Ryohin Keikaku Co., Ltd. November 2024 Senior Executive Officer and Director; in supervision of Food Merchandising Division; Ryohin Keikaku Co., Ltd. August 2025 Senior Executive Officer and Director; in supervision of Customer Relations Office, Legal & Intellectual Property Division, Risk Management Division, General Affairs Division, Corporate Communications & ESG Management Development Division, Finance Division; Ryohin Keikaku Co., Ltd. (current) (Status of important offices concurrently served) None | ||
Reelection | |||
2 | Number of years in office: 1 year | 22,400 shares | |
Attendance to the meetings of the Board of Directors: 10/10 (100%) | |||
Reasons for nomination as candidate for director Mr. Hirotaka Takahashi has broad management experience in the retail industry and possesses extensive insight into the areas of product development, quality control, sales, and ESG. Mr. Takahashi also holds a central role in the Company. The Company nominates him as a candidate for director for these reasons. | |||
No. | Name (Date of birth/ other notes) | Summary of career, position, in charge, and status of important offices concurrently served | Number of the Company's shares owned by the candidate |
3 | Takahiro Miyazawa (March 4, 1982) New election | April 2006 Joined Crown Jewel Inc. July 2013 Representative Director and President; ZOZO USED Inc. November 2019 Executive Officer; ZOZO, Inc. June 2022 Joined Ryohin Keikaku Co., Ltd.; Executive Officer; in supervision of EC & Digital Services Division August 2025 Senior Executive Officer; in supervision of EC & Digital Services Division, Marketing Division, IT Services Division; Ryohin Keikaku Co., Ltd. (current) (Status of important offices concurrently served) None | 16,400 shares |
Reasons for nomination as candidate for director Mr. Takahiro Miyazawa has extensive business experience at corporations, experience in business expansion utilizing digital technologies, and insight into the promotion of recycling business. Mr. Miyazawa has also been playing an important role as a growth strategy formulation member for the Company. The Company nominates him as a candidate for director for these reasons. | |||
No. | Name (Date of birth/ other notes) | Summary of career, position, in charge, and status of important offices concurrently served | Number of the Company's shares owned by the candidate |
4 | Jun Yokohama (December 24, 1963) New election | April 1987 Joined The Hokkaido Takushoku Bank, Ltd. May 1998 Joined Boston Consulting Group November 2005 Managing Director and Partner; Boston Consulting Group August 2009 Joined FAST RETAILING CO., LTD. August 2009 Executive Officer; FAST RETAILING CO., LTD. May 2011 Senior Executive Officer; FAST RETAILING CO., LTD. August 2015 Joined Bushu Pharmaceuticals Ltd. November 2015 President / CEO; Bushu Pharmaceuticals Ltd. September 2021 Joined Ryohin Keikaku Co., Ltd.; Executive Officer in supervision of Corporate Administration. November 2021 Outside Director; AI Medical Service Inc. (current) November 2022 Senior Executive Officer; in supervision of Corporate Administration; Ryohin Keikaku Co., Ltd. March 2023 Senior Executive Officer; in supervision of Corporate Administration and Healthcare Center ; Ryohin Keikaku Co., Ltd. August 2025 Senior Executive Officer; in supervision of Social Good Business Division; Ryohin Keikaku Co., Ltd. (current) September 2025 Managing Director; MUJI ENERGY LLC (current) (Status of important offices concurrently served) Outside Director; AI Medical Service Inc. Managing Director; MUJI ENERGY LLC | 19,400 shares |
Reasons for nomination as candidate for director Mr. Jun Yokohama has experience in management consulting and corporate management, and possesses insight into a wide range of management reforms. Given the expectation that he will provide important proposals and suggestions for its business, the Company nominates him as a candidate for director. | |||
No. | Name (Date of birth/ other notes) | Summary of career, position, in charge, and status of important offices concurrently served | Number of the Company's shares owned by the candidate |
5 | Atsushi Yoshikawa (April 7, 1954) Reelection Candidate for Outside Director Number of years in office: 7 years 6 months Attendance to the meetings of the Board of Directors: 13/13 (100%) | April 1978 Joined Nomura Securities Co., Ltd. (presently, Nomura Holdings, Inc.) June 2000 Director; Nomura Securities Co., Ltd. April 2008 President and CEO; Nomura Asset Management Co., Ltd. June 2011 Regional Head of Americas Division; Nomura Holdings, Inc. Chairman and CEO; Nomura Holding America, Inc. June 2013 Representative Executive Director & President and Group COO; Nomura Holdings, Inc. June 2016 Advisor; Nomura Holdings, Inc. April 2017 Director; Nomura Real Estate Development Co., Ltd. June 2017 Chairman of the Board of Directors; Nomura Real Estate Holdings, Inc. May 2018 Outside Director; Ryohin Keikaku Co., Ltd. (current) June 2021 Advisor; Nomura Real Estate Development Co., Ltd. June 2023 Director and Member of Audit and Supervisory Committee; Asset Management One Co., Ltd. (current) (Status of important offices concurrently served) Director and Member of Audit and Supervisory Committee; Asset Management One Co., Ltd. | 9,600 shares |
Reasons for nomination as candidate for Outside Director and overview of expected roles Since Mr. Atsushi Yoshikawa, drawing from his extensive experience and broad insight as a corporate manager, is currently contributing toward achieving sustained growth and increase of corporate value of the Company as an Outside Director, the Company nominates him as a candidate for Outside Director. | |||
Special matters concerning candidate for Outside Director Tenure as Outside Director of the Company Mr. Atsushi Yoshikawa's tenure as Outside Director of the Company will be seven years and six months upon conclusion of this General Meeting of Shareholders. Contract for limit of liability The Company has entered into a contract for limit of liability with Mr. Atsushi Yoshikawa based on the provisions of Article 427, Paragraph 1 of the Companies Act to limit liability as provided for in Article 423, Paragraph 1 of the Companies Act to the minimum liability provided for in the laws and regulations, providing he performs his duties in good faith and without gross negligence. Should the reelection of Mr. Atsushi Yoshikawa be approved by the shareholders, the Company intends to continue the above contract for limit of liability with Mr. Atsushi Yoshikawa. Matters concerning independent director The Company has designated Mr. Atsushi Yoshikawa as its independent director under the rules of Tokyo Stock Exchange, Inc. and has reported to Tokyo Stock Exchange, Inc. If Mr. Atsushi Yoshikawa is reelected, the Company intends to continue the designation of him as independent director. | |||
No. | Name (Date of birth/ other notes) | Summary of career, position, in charge, and status of important offices concurrently served | Number of the Company's shares owned by the candidate |
6 | Kumi Ito (December 20, 1964) Reelection Candidate for Outside Director Number of years in office: 3 years Attendance to the meetings of the Board of Directors: 13/13 (100%) | April 1987 Joined Sony Corporation (presently, Sony Group Corporation) October 1998 Joined IBM Japan, Ltd. June 2009 Director; IBM Corporation January 2014 CMO; GE Healthcare Japan Corporation October 2016 Director and COO; 4U Lifecare Inc. April 2018 Representative Director; President and CEO, 4U Lifecare Inc. June 2018 Outside Director; True Data Inc. (current) June 2020 Outside Director; FUJI FURUKAWA ENGINEERING & CONSTRUCTION CO. LTD. June 2021 Outside Director; SOMPO Holdings, Inc. January 2022 Executive Director; Tsukuba University (current) November 2022 Outside Director; Ryohin Keikaku Co., Ltd. (current) April 2023 Managing Partner; Office KITO GK (current) July 2025 Outside Director; Sompo Care Inc. (current) (Status of important offices concurrently served) Outside Director; Sompo Care Inc. Outside Director; True Data Inc. Executive Director; Tsukuba University Managing Partner; Office KITO GK | 2,800 shares |
Reasons for nomination as candidate for Outside Director and overview of expected roles The Company nominates Ms. Kumi Ito as a candidate for Outside Director as Ms. Kumi Ito has deep insight in management of digital technology and healthcare sector from her experience of outside director in several companies. We expect Ms. Kumi Ito can provide valuable suggestions and advice if she becomes our Outside Director. | |||
Special matters concerning candidate for Outside Director Tenure as Outside Director of the Company Ms. Kumi Ito's tenure as Outside Director of the Company will be three years upon conclusion of this General Meeting of Shareholders. Contract for limit of liability The Company has entered into a contract for limit of liability with Ms. Kumi Ito based on the provisions of Article 427, Paragraph 1 of the Companies Act to limit liability as provided for in Article 423, Paragraph 1 of the Companies Act to the minimum liability provided for in the laws and regulations, providing she performs her duties in good faith and without gross negligence. Should the reelection of Ms. Kumi Ito be approved by the shareholders, the Company intends to continue the above contract for limit of liability with Ms. Kumi Ito. Matters concerning independent director The Company has designated Ms. Kumi Ito as its independent director under the rules of Tokyo Stock Exchange, Inc. and has reported to Tokyo Stock Exchange, Inc. If Ms. Kumi Ito is reelected, the Company intends to continue the designation of her as independent director. | |||
No. | Name (Date of birth/ other notes) | Summary of career, position, in charge, and status of important offices concurrently served | Number of the Company's shares owned by the candidate |
7 | Yuriko Kato (June 19, 1974) Reelection Candidate for Outside Director Number of years in office: 3 years Attendance to the meetings of the Board of Directors: 13/13 (100%) | April 2000 Joined Canon Inc. April 2001 Joined Sankyo Seisakusho Co., LTD. October 2009 Founded M2 Labo. Inc., CEO (current) March 2017 Founded Vegibus Inc., CEO (current) March 2018 Outside Director; Shizuoka Gas Co., LTD. July 2018 Founded Glocal Design School Inc. June 2020 Outside Director; Suzuki Motor Corp. November 2022 Outside Director; Ryohin Keikaku Co., Ltd. (current) September 2024 CEO; M2Labo Bharat Private Limited (current) October 2024 Representative Director; Vegibus Dining Inc. (current) (Status of important offices concurrently served) CEO; M2 Labo. Inc. CEO; Vegibus Inc. CEO; M2Labo Bharat Private Limited Representative Director; Vegibus Dining Inc. | - |
Reasons for nomination as candidate for Outside Director and overview of expected roles Ms. Yuriko Kato is expected to give valuable management suggestions and advice as she has professional knowledge in the areas of agriculture business and digital fields. Ms. Yuriko Kato holds deep insight in corporate management based on her experience as an entrepreneur and being an outside director of several companies. Company nominates Ms. Yuriko Kato as a candidate for Outside Director for above reason. | |||
Special matters concerning candidate for Outside Director Tenure as Outside Director of the Company Ms. Yuriko Kato's tenure as Outside Director of the Company will be three years upon conclusion of this General Meeting of Shareholders. Contract for limit of liability The Company has entered into a contract for limit of liability with Ms. Yuriko Kato based on the provisions of Article 427, Paragraph 1 of the Companies Act to limit liability as provided for in Article 423, Paragraph 1 of the Companies Act to the minimum liability provided for in the laws and regulations, providing she performs her duties in good faith and without gross negligence. Should the reelection of Ms. Yuriko Kato be approved by the shareholders, the Company intends to continue the above contract for limit of liability with Ms. Yuriko Kato. Matters concerning independent director The Company has designated Ms. Yuriko Kato as its independent director under the rules of Tokyo Stock Exchange, Inc. and has reported to Tokyo Stock Exchange, Inc. If Ms. Yuriko Kato is reelected, the Company intends to continue the designation of her as independent director. | |||
No. | Name (Date of birth/ other notes) | Summary of career, position, in charge, and status of important offices concurrently served | Number of the Company's shares owned by the candidate |
8 | Mayuka Yamazaki (January 23, 1978) Reelection Candidate for Outside Director Number of years in office: 3 years Attendance to the meetings of the Board of Directors: 13/13 (100%) | April 2000 Joined McKinsey & Company Inc. Japan June 2002 Joined Research Center of Advanced Science and Technology, The University of Tokyo as Research Associate November 2006 Joined Harvard Business School (HBS) Japan Research Center as Research Associate September 2010 Project Assistant Professor; Graduate School of Medicine, The University of Tokyo (part-time) September 2014 Assistant Director; HBS Japan Research Center January 2017 Fellow; DIAMOND Harvard Business Review (current) March 2017 Practitioner of Japanese flower arrangement; launched IKERU (current) June 2019 Outside Director; Audit and Supervisory Committee Member; M3, Inc. (current) June 2021 Outside Director; RENOVA Inc. (current) November 2022 Outside Director; Ryohin Keikaku Co., Ltd. (current) (Status of important offices concurrently served) Outside Director; Audit and Supervisory Committee Member; M3, Inc. Outside Director; RENOVA Inc. | - |
Reasons for nomination as candidate for Outside Director and overview of expected roles Ms. Mayuka Yamazaki has never been directly involved in the management of a company. However, Ms. Mayuka Yamazaki is expected to give valuable suggestions and advice in regards to the management of the Company from various points of view; She has experience in an international post-graduate business school, experience of outside director of several rapidly growing start-up companies, and is well versed in traditional culture and art as a practitioner of Japanese flower arrangement. The Company nominates Ms. Mayuka Yamazaki as a candidate for Outside Director to benefit from above. | |||
Special matters concerning candidate for Outside Director Tenure as Outside Director of the Company Ms. Mayuka Yamazaki's tenure as Outside Director of the Company will be three years upon conclusion of this General Meeting of Shareholders. Contract for limit of liability The Company has entered into a contract for limit of liability with Ms. Mayuka Yamazaki based on the provisions of Article 427, Paragraph 1 of the Companies Act to limit liability as provided for in Article 423, Paragraph 1 of the Companies Act to the minimum liability provided for in the laws and regulations, providing she performs her duties in good faith and without gross negligence. Should the reelection of Ms. Mayuka Yamazaki be approved by the shareholders, the Company intends to continue the above contract for limit of liability with Ms. Mayuka Yamazaki. Matters concerning independent director The Company has designated Ms. Mayuka Yamazaki as its independent director under the rules of Tokyo Stock Exchange, Inc. and has reported to Tokyo Stock Exchange, Inc. If Ms. Mayuka Yamazaki is reelected, the Company intends to continue the designation of her as independent director. | |||
No. | Name (Date of birth/ other notes) | Summary of career, position, in charge, and status of important offices concurrently served | Number of the Company's shares owned by the candidate |
Kazuhiro Higashi (April 25, 1957) | April 1982 Joined Resona Group June 2009 Director, Deputy President and Executive Officer; Resona Holdings, Inc. April 2011 Director, Deputy President and Representative Executive Officer; Resona Holdings, Inc. April 2012 Representative Director, Deputy President and Executive Officer; Resona Bank, Limited April 2013 Director, President and Representative Executive Officer; Resona Holdings, Inc. Representative Director, President and Executive Officer; Resona Bank, Limited June 2013 Chairman; Osaka Bankers Association April 2017 Chairman of the Board, President and Representative Director; Resona Bank, Limited June 2017 Chairman; Osaka Bankers Association November 2017 Vice Chairperson; Osaka Chamber of Commerce and Industry (current) April 2020 Director and Chairman; Resona Holdings, Inc. Director and Chairman; Resona Bank, Limited June 2020 Outside Director; SOMPO Holdings, Inc. (current) June 2021 Outside Director; Honda Motor Co., Ltd. (current) June 2022 Senior Advisor; Resona Holdings, Inc. (current) Senior Advisor; Resona Bank, Limited (current) (Status of important offices concurrently served) Outside Director; SOMPO Holdings, Inc. Outside Director; Honda Motor Co., Ltd. Senior Advisor; Resona Holdings, Inc. Senior Advisor; Resona Bank, Limited Vice Chairperson; Osaka Chamber of Commerce and Industry | ||
New election | |||
9 | - | ||
Candidate for Outside Director | |||
Reasons for nomination as candidate for Outside Director and overview of expected roles The Company nominates Mr. Kazuhiro Higashi as a candidate for Outside Director as he has experience in financial affairs and management administration in the banking business, as well as extensive management experience. Mr. Kazuhiro Higashi has held key positions in several economic organizations and has experience serving as an outside director for several corporations. We expect Mr. Kazuhiro Higashi to provide advice from a broad perspective if he becomes our Outside Director. | |||
Special matters concerning candidate for Outside Director Contract for limit of liability
If Mr. Kazuhiro Higashi's election is approved, the Company plans to enter into a contract for limit of liability with him based on the provisions of Article 427, Paragraph 1 of the Companies Act to limit liability as provided for in Article 423, Paragraph 1 of the Companies Act to the minimum liability provided for in the laws and regulations, providing he performs his duties in good faith and without gross negligence.
Matters concerning independent director
Mr. Kazuhiro Higashi satisfies the requirements for an independent director. On the condition that he is elected at this General Meeting of Shareholders, the Company shall designate him as its independent director under the rules of Tokyo Stock Exchange, Inc. and shall report to Tokyo Stock Exchange, Inc.
(Notes)
Ms. Yuriko Kato is CEO of Vegibus Inc., and while the Company has business transactions with the said company, the amount of transactions accounts for 2% or lower of the Company's annual consolidated net sales and 2% or lower of the annual consolidated net sales for Vegibus Inc. There is no special interest between any other candidates and the Company.
Mr. Atsushi Yoshikawa, Ms. Kumi Ito, Ms. Yuriko Kato, Ms. Mayuka Yamazaki and Mr. Kazuhiro Higashi are candidates for Outside Director.
Ms. Mayuka Yamasaki's name in her family register is Mayuka Onishi.
The Company has concluded a directors and officers liability insurance policy with an insurance company. This policy covers damages borne by the insured resulting from the bearing of responsibilities in the execution of their duties and claims received associated with the pursuit of those responsibilities. All candidates for director are included as insured persons in this insurance policy. Furthermore, the Company plans to renew the policy with the same terms at the time of the next renewal.
The Company conducted a two-for-one stock split of common stock, effective September 1, 2025; therefore, the number of the Company's shares owned by the candidate is based on the shares after the stock split.
Corporate auditor Mr. Kei Suzuki will finish his term upon conclusion of this General Meeting of Shareholders, and therefore we would like to ask the shareholders to elect one corporate auditor.
This proposition has been consented to by the Board of Corporate Auditors. The candidate for corporate auditor is as follows:
Name (Date of birth/ other notes) | Summary of career, position, and status of important offices concurrently served | Number of the Company's shares owned by the candidate |
Kei Suzuki (August 4, 1964) | April 1987 Joined The Seibu Department Stores, Limited (presently, Sogo & Seibu Co., Ltd.) December 1995 Joined Ryohin Keikaku Co., Ltd. February 2001 General Manager of Overseas Operations Division; Ryohin Keikaku Co., Ltd. February 2005 Executive Officer; General Manager of Regional Management-Europe, Overseas Operations Division; Ryohin Keikaku Co., Ltd. February 2007 Executive Officer; General Manager of General Affairs and Human Resources and J-SOX Division; and in supervision of Accounting and Finance Unit; Ryohin Keikaku Co., Ltd. May 2012 Director; and Executive Officer; General Manager of Household Division; Ryohin Keikaku Co., Ltd. February 2017 Director; and Executive Officer; General Manager of East Asia Business Division; Ryohin Keikaku Co., Ltd. June 2018 Director; and Executive Officer; General Manager of Asia & Oceania Business Division; Ryohin Keikaku Co., Ltd. February 2019 Director; and Executive Officer; and in supervision of HR & General Affairs Division, Legal & Intellectual Property Division, and Internal Audit Office; Ryohin Keikaku Co., Ltd. September 2021 Director; and Executive Officer; and in charge of Special Missions; Ryohin Keikaku Co., Ltd. November 2021 Full-time Corporate Auditor; Ryohin Keikaku Co., Ltd. (current) (Status of important offices concurrently served) None | |
Reelection | ||
Number of years in office: 4 years | 84,000 shares | |
Attendance to the meetings of the Board of Corporate Auditors: 16/16 (100%) | ||
Reasons for nomination as candidate for corporate auditor As a director and executive officer, Mr. Kei Suzuki has served in key positions in several key administrative divisions within the Company, including a position in management administration overseas. He also has a deep understanding and discernment into the Company's business. As he can be expected to provide auditing of operations, the Company nominated him as a candidate for corporate auditor. | ||
(Notes)
There is no special interest between the candidate and the Company.
The Company has concluded a directors and officers liability insurance policy with an insurance company. This policy covers damages borne by the insured resulting from the bearing of
responsibilities in the execution of their duties and claims received associated with the pursuit of those responsibilities. The candidate for corporate auditor is included as an insured person in this insurance policy. Furthermore, the Company plans to renew the policy with the same terms at the time of the next renewal.
The Company conducted a two-for-one stock split of common stock, effective September 1, 2025; therefore, the number of the Company's shares owned by the candidate is based on the shares after the stock split.
The Ryohin Keikaku Group, upon its second founding, has established the following Corporate Purpose: to contribute to the creation of "Truthful and Sustainable Life for All" through our products, services, stores and business activities; believing "human society rich in heart, with balanced relationship between human, nature and artifacts." Furthermore, we are expanding business operations to fulfill our Two Missions. In order to achieve these, we will elect directors and corporate auditors who have the appropriate experience and knowledge and who will increase the diversity of the Board of Directors.
Experience and knowledge | Directors Corporate auditors | |||||||||||||||
President and Representative Director | Director | Director | Director | Outside Director | Outside Director | Outside Director | Outside Director | Outside Director | Full-time Corporate Auditor | Full-time Outside Corporate Auditor | Outside Corporate Auditor | Outside Corporate Auditor | ||||
Satoshi Shimizu | Hirotaka Takahashi | Takahiro Miyazawa | Jun Yokohama | Atsushi Yoshikawa | Kumi Ito | Yuriko Kato | Mayuka Yamazaki | Kazuhiro Higashi | Kei Suzuki | Kosuke Yamane | Jun Arai | Maoko Kikuchi | ||||
Reelection | Reelection | New election | New election | Reelection | Reelection | Reelection | Reelection | New election | Reelection | |||||||
Independent/outside | Yes/Yes Yes/Yes Yes/Yes Yes/Yes Yes/Yes | Yes/Yes Yes/Yes Yes/Yes | ||||||||||||||
Overall corporate management | ○ ○ ○ ○ ○ ○ ○ ○ ○ | ○ ○ ○ ○ | |||||||||||||||||||
Operations | ○ ○ ○ ○ ○ | ○ ○ | |||||||||||||||||||
Finance/ Accounting | ○ ○ ○ | ○ ○ ○ | |||||||||||||||||||
Entrepreneurship/ social entrepreneurship | ○ ○ ○ ○ ○ | ○ | |||||||||||||||||||
Technology | ○ ○ ○ ○ ○ | ○ | |||||||||||||||||||
Internationality | ○ ○ ○ ○ ○ ○ ○ | ○ ○ ○ ○ | |||||||||||||||||||
Humanities/art | ○ ○ ○ | ||||||||||||||||||||
Sustainability/ diversity | ○ ○ ○ ○ ○ ○ ○ ○ | ○ ○ ○ | |||||||||||||||||||
Administration/ risk management | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | |||||||||||
(Note) Above chart do not reflect all of the experience and knowledge possessed by officers. We have marked the main fields of the experience and knowledge.
Experience or knowledge of international
Internationality
Overall corporate management
Operations
Experience or knowledge of the management of company
Experience or knowledge of retail, distribution
environments
Comprehensive understanding of local culture,
and manufacturing
Humanities/art
Finance/ Accounting
Entrepreneurship/ social entrepreneurship
Technology
Experience or knowledge of the management of finance and accounting
history, arts and design
Comprehensive understanding and
Sustainability/ diversity
Experience or knowledge of entrepreneurship and social entrepreneurship
Experience or knowledge of digital and technology management
Administration/
risk management
determination to solve social issues, such as sustainability and diversity
Experience and knowledge of human resources, labor relations, legal affairs, risk management,
etc.
Item Description
Item Description