Descente : Presentation Material of the 67th annual General Meeting of Shareholders〔355KB〕

Disclaimer: This document has been translated and summarized from an original Japanese document for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

（Security Code：8114）

May 23rd, 2024

To Our Shareholders

Representative: Shuichi Koseki

DESCENTE LTD.

Maruito Namba Building 13F, 1-2-3

Minatomachi Naniwa-ku, Osaka, 556-0017 Japan

NOTICE OF THE 67TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce the 67th Annual General Meeting of Shareholders ("AGM") of DESCENTE LTD. (the "Company") to be hold as described below.

In convening the AGM, we have taken measures for providing reference materials, etc. in an electronic format (matters for electronic provision measures) in accordance with the Companies Act and our Articles of Incorporation. The materials for the General Meeting of Shareholders are posted on the website below and a simplified notice of the meeting is delivered to shareholders.

1. The Company's website (「IR」「IR Library」「General Meeting」) https://www.descente.co.jp/en/ir/summon/
2. Tokyo Stock Exchange website https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

No souvenirs are to be distributed at the AGM.

1. Date/Time

June 13, 2024 (Thursday) at 10 a.m. JPT (GMT+9)

Reception opening time will be at 9:20 am JPT (GMT+9)

2. Place

Hotel Monterey Grasmere Osaka, Maruito Namba Building 21th floor (Snowberry Hall) 1-2-3 Minatomachi Naniwa-ku, Osaka 556-0017 Japan

1. Objectives of the Meeting Reports

1. Business report, Consolidated Annual Financial Statements for the 67th Business Term (April 1, 2023 to March 31, 2024)
2. Audit Report on concerning Consolidated Annual Financial Statements for the 67th Business Term by the Accounting Auditors and the Audit Board Members

Agenda

Proposal 1: Appropriation of Retained Earnings

Proposal 2: Election of Seven (7) Directors

Proposal 3: Election of Two (2) Auditors

Proposal 4: Revision of Remuneration Amounts for Auditors

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【Voting by mail】 Please indicate your approval or disapproval on the enclosed voting form and return it to the Company by the time limit of 5:30 p.m. JPT (GMT+9) on Wednesday, June 12, 2024. If no indication of approval or disapproval is made on the voting form, it will be treated as an indication of approval.

【Voting by electronic measures】 Please refer to the section below and follow the directions on the screen to enter your approval or disapproval to the proposals by the above time limit.

If you wish to exercise your voting rights by the Internet or other means, please confirm the following points before exercising.

1. Voting Site

1. Voting by the Internet is only possible via PC or mobile phone accessing the Company designated website (https://evote.tr.mufg.jp) (The website is closed from 2:00 a.m. to 4:30 a.m. JPT (GMT+9) every day.).
2. Depending on the internet usage environment, the services subscribed and models of the devices, the voting site may not be available.
3. The Company will accept voting by the Internet until 5:30 p.m. JPT (GMT+9) on June 12, 2024 (Wednesday). Please exercise your voting rights as early as possible and contact the Helpdesk if you have any questions.

2. Voting by the Internet

(1) Using PC and mobile phone

Enter the "login ID" and "temporary password" printed on the voting card on the voting website (https://evote.tr.mufg.jp/) and follow the on-screen instructions to enter your support and/or opposition. To prevent unauthorized access by third parties other than shareholders and to prevent falsifying with the details of the voting, shareholders who use the site are requested to change the "temporary password".

(2) Using smartphone

By reading "QR code for login" on the voting card with your smartphone, you can automatically connect to the voting website and exercise your voting rights (You do not need to enter "Login ID" and "temporary password"). Depending on the smartphone model, you may not be able to log in with QR code. If you are unable to log in with QR code, please exercise your voting rights by PC referring to 2. (1).

*QR Code is the registered trademark of DENSO WAVE INCORPORATED.

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3. Voting Rights Exercised Multiple Times

1. Please note that if you exercise your voting rights in duplicate by mail and the Internet, your voting rights via the Internet will be treated as valid.
2. If voting rights are exercised more than once by the Internet, the last vote shall be deemed to be valid.

4. Expenses incurred in accessing voting sites

Shareholders are responsible for the Internet connection and communication charges that arise when accessing the voting sites using PC, smartphone, or mobile phone.

Inquiries regarding the voting system

Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation (Helpdesk)

・Phone: [phone] (9 a.m. to 9 p.m. JPT (GMT+9))

[Voting Platform (To our institutional investors)]

Registered shareholders of the trust bank etc. (including standing proxy) may use the electronic voting platform operated by ICJ, if requested in advance.

References for the AGM

Proposal 1: Appropriation of Retained Earnings

Regarding year-end dividends, considering the business performance of the current fiscal year, future business development and so on, we would like to pay 48 JPY per share.

Details of year-end dividends:

1. Type of dividend property
   Cash
2. The allocation of dividend property and the total amount

1. JPY per share of our common stock Total amount: 3,625,699,008 JPY

1. Date on which dividends from surplus takes effect. June 14, 2024

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Proposal 2: Election of Seven (7) Directors

At the conclusion of this General Meeting, all seven (7) directors will expire their terms of office, so we would like to appoint seven (7) directors. When this proposal is approved, three

(3) of them are the independent outside directors out of the seven (7) directors.

		Name			Number of
No.		Brief personal history	shares of the
	(Date of Birth)	Company
						held
				April 1979	Joined ITOCHU Corporation
				January 2002	Managing Director, ITOCHU Textile
					(Shanghai) Co. Ltd.
				April 2005	General Manager, Textile Department
					1, ITOCHU Corporation
				April 2007	Executive Officer; Chief Operating
					Officer, Textile Material & Fabric
					Division, ITOCHU Corporation
				April 2010	Managing Executive Officer, Executive
					Vice President, ITOCHU China Bloc
					(in charge of East China), ITOCHU
					Corporation
				April 2011	Managing Executive Officer and CEO,	81,200
					ITOCHU East Asia Bloc, ITOCHU
					Corporation
				April 2015	Managing Executive Officer and
		Shuichi Koseki		President, (Textile) Company,
			ITOCHU Corporation
1		(July 2, 1955)
	April 2016	Director, Senior Managing Executive
	Special interest in the Company		Officer and President, (Textile)
		-None-		Company, ITOCHU Corporation
				April 2017	Senior Managing Executive Officer
					and President, (Textile) Company,
					ITOCHU Corporation
				April 2019	Advisor, DESCENTE LTD.
				June 2019	President and Representative Director,
					DESCENTE LTD. (current position)

(Reason for nomination of candidate for director)

Since joining ITOCHU Corporation, Mr. Shuichi Koseki has primarily engaged in the textile-related business. He was involved in the general management of the East Asia business, centered on the China business and, in April 2015, he assumed the position of President of the Textile Company. He has acquired wide-ranging knowledge of the textile industry through his extensive experience, as well as outstanding management skills. Since June 2019, as the Company's President and Representative Director, he has executed important business matters such as China business and profit improvement of Japan business, which enhancement is considered to be essential for the Company and he has executed the strategy steadily based on our mid-term management plan. As mentioned above, in view of his extensive management skills, professional expertise and ample experience, the Company considers that he is the most appropriate person to whom to entrust the future leadership of the Company, which is pursuing realization on its corporate philosophy and improved corporate value, so it is requested that he is re-elected as a director.

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		Name			Number of
No.		Brief personal history	shares of the
	(Date of Birth)	Company
						held
				April 1983	Joined ITOCHU Corporation
				April 2008	General Manager, Brand Marketing
					Division 2, ITOCHU Corporation
				April 2010	Chief Operating Officer, Brand
					Marketing Division 1, ITOCHU
					Corporation
				April 2014	Executive Officer, Chief Operating
					Officer, Brand Marketing Division 1,
					ITOCHU Corporation
				April 2016	Executive Officer, Executive Vice
					President, (Textile) Company, Chief
					Operating Officer, Brand Marketing 1
					Division, ITOCHU Corporation
				April 2017	Managing Executive Officer, Executive	5,800
					Vice President, (Textile) Company, Chief
					Operating Officer, Brand Marketing 1
					Division, ITOCHU Corporation
2	Masahiro Morofuji	April 2019	Managing Executive Officer, Executive
		President, (Textile) Company, Executive
	(December 10, 1960)
					Advisory Officer for Osaka
	Special interest in the Company		Headquarters, ITOCHU Corporation
		-None-	April 2023	Vice President, Executive Officer,
					DESCENTE LTD.
				June 2023	Director, Vice President, Managing
					Executive Officer, DESCENTE LTD.
					(current position)
				December	Director, DESCENTE JAPAN LTD.
				2023	(current position)

(Reason for nomination of candidate for director)

Mr. Masahiro Morofuji has been primarily engaged in textile-related businesses since joining ITOCHU Corporation and was appointed President of the Textile Company in April 2019, which he was responsible for the company's management. He has also been involved in brand marketing for a long time, and since June 2023, as a director of the Company, he has advised and supervised our branding, which is essential to be strengthened in the Company. Since December 2023, as a Director of DESCENTE JAPAN LTD., he has contributed to strengthening branding in Japan business. Based on the above, we believe that he can contribute to the enhancement of the Company's corporate value due to his outstanding management skills, specialized knowledge, and extensive experience in the brand business, and we therefore request his election as a director.

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		Name			Number of
No.		Brief personal history	shares of the
	(Date of Birth)	Company
						held
				April 1984	Joined ITOCHU Corporation
				April 2008	General Manager, Textile Material &
					Fabric Department, ITOCHU
					Corporation
				April 2011	Managing Director, ITOCHU Textile
					Prominent (Asia) Ltd.
				April 2016	Executive Officer, Chief Operating
					Officer, Fashion Apparel Division 2,
					ITOCHU Corporation
				April 2019	Managing Executive Officer, Executive
					Vice President, (Textile) Company, Chief
					Operating Officer, Fashion Apparel
					Division, ITOCHU Corporation
				May 2021	Senior Managing Executive Officer,	20,400
					Assistant to the President, DESCENTE
					LTD.
					Director, DESCENTE JAPAN LTD.
	Motonari Shimizu
	April 2022	Chairman, DESCENTE KOREA LTD.
		(February 3, 1962)
		June 2022	Director, Senior Managing Executive
3 Special interest in the Company		Officer, DESCENTE LTD.
	Director, DESCENTE JAPAN LTD.
		- None-
			(current position)
				April 2023	President and Representative Director,
					DESCETNE GLOBAL RETAIL LTD.
					(current position)
				October	Chairman, Representative Director,
				2023	DESCENTE KOREA LTD.
					(current position)

(Reason for nomination of candidate for director)

Since joining ITOCHU Corporation, Mr. Motonari Shimizu has been involved in purchasing and selling apparel and textile materials at the Textile Company of ITOCHU Corporation. In addition, he was stationed in Hong Kong for 11 years, in London and Milan for 4 years and was involved not only in trading operations but also in the management of overseas operating companies. In 2019, he was responsible for the management as Managing Executive Officer, (Textile) Company Executive Vice President and Chief Operating Officer of Fashion Apparel Division in ITOCHU Corporation. Since May 2021, as Senior Managing Executive Officer of DESCENTE., he has been advising and supervising Japan business. Since April 2022, as Chairman of DESCENTE KOREA LTD and since April 2023, as Representative Director of DESCENTE GLOBAL RETAIL LTD., and since October 2023, not only as Chairman but also as Representative Director of DESCENTE KOREA LTD., he has also been responsible for South Korea business. He has abundant knowledge in the textile industry and experience as an executive and is the right person to execute not only Japan but also Asian business strategies, so it is requested that he is elected as a director.

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		Name				Number of
No.		Brief personal history		shares of the
	(Date of Birth)		Company
							held
				April 1992		Joined DESCENTE LTD.
				April 2013		Managing Director, SHANGHAI
						DESCENTE COMMERCIAL CO.,
						LTD
				April 2018		Manager, le coq sportif BM,
						DESCENTE LTD.
				April 2019		Executive Officer, Manager, le coq
						sportif BM, DESCENTE LTD.
				April 2020		Executive Officer, Division
						Manager, le coq sportif Marketing
						Division, DESCENTE JAPAN LTD.
				April 2021		Executive Officer, Division	7,100
						Manager, le coq sportif / arena
						Marketing Division, DESCENTE
						JAPAN LTD.
	Takeshi Shimada	September 2022		Managing Director, LE COQ
4		(May 31, 1969)			SPORITF (NINGBO) CO., LTD.
Special interest in the Company	April 2023		Senior Executive Officer, Division
			Manager, Brand Marketing Division
		- None-
		June 2023		Director, Managing Executive
						Officer, DESCENTE LTD.
						(current position)
						President and Representative
						Director, DESCENTE JAPAN LTD.
						(current position)

(Reason for nomination of candidate for director)

After joining the company, Mr. Takeshi Shimada was in charge of domestic sales and corporate planning before being stationed in China for a total of 12 years from 2005. In 2013, he was appointed as General Manager of SHANGHAI DESCENTE COMMERCIAL CO., LTD. which is the core of our China business, and was involved in product planning, production, wholesale, and retail business of "Munsingwear" and "arena" brands. After returning to Japan in 2018, he was responsible for the Japan, South Korea, and China business of "le coq sportif" and "arena" brands, which are important to our brand strategy, and has improved profitability of both brands. Since June 2023, as a Director and Managing Executive Office of DESCENTE LTD., and President and Representative Director of DESCENTE JAPAN LTD., he is responsible to improve profitability of our group, especially in Japan business. We request his election as a director of the Company, as we believe that he has abundant overseas experience as well as the ability to realize the improvement of profitability of the Japanese business as an executive of the Company.

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		Name				Number of
No.		Brief personal history		shares of the
	(Date of Birth)		Company
							held
				April 1984		Joined Daimaru Matsuzakaya
						Department Stores Co., Ltd.
						(Formerly Daimaru Department
						Stores Co., Ltd.)
				November 1999	Joined World Co., Ltd.
				November 2005	President, artemis Inc. (current
						position)
				April 2017		Expert member of Japan Fashion
						Color Association, Ladies Wear
						Section (current position)	-
				June 2022		Outside Director, DESCENTE LTD.
						(current position)
	Yasuyo Kasahara
5		(July 20, 1961)

Special interest in the Company -None-

(Reason for nomination as candidate for outside director and roles to be expected)

Yasuyo Kasahara was involved in sales, buyer assistant and sales promotion of women's apparel at Daimaru Matsuzakaya Department Store Co., Ltd. After 3 years of stationing in Milan, she worked as a central buyer of women's apparel and goods. Since then, in World Co., Ltd. She has not only worked as an Aqua Girl senior buyer, but was also involved in the branding and management business of multi brand stores and expanded its insight. Currently, she is independent and performs apparel branding, buying direction, and other functions as a fashion director, including being involved in the planning and operation of the women's floor in SIXIEME GINZA. She is an expert member of Japan Fashion Color Association, Ladies Wear Section. Her extensive experience and knowledge in women's apparel and retail business has provided appropriate advice and supervision of the execution in the expansion of the DTC business, which we are aiming for in Japan business, and so it is requested that she is elected as a director.

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	Name				Number of
No.	Brief personal history		shares of the
(Date of Birth)		Company
					held
		April 1995		Registered as a lawyer (Tokyo Bar
				Association) and joined Ozawa &
				Akiyama
		May 2000		Registered as a lawyer in New York
				State
		July 2000		Paul Hastings LLP (U.S.)
		July 2001		Returned to Ozawa & Akiyama
				(current position)
		June 2019		Outside Auditor, DESCENTE LTD.
				(current position)	-
	Koichi Yoshioka
6	(September 3, 1968)
	Special interest in the Company
	-None-

(Reason for nomination as candidate for outside director and roles to be expected)

Mr. Koichi Yoshioka possesses many years' experience as a lawyer, during which he has accumulated expertise and extensive knowledge of corporate legal affairs. Since June 2019, he has properly audited execution of duties by directors as our outside auditor. He is well versed in the Company's management strategies, as well as the current status and issues at each operating company. We request his election as an outside director so that he can provide accurate advice and supervise the Company's business execution not only from the viewpoint of legality but also from the viewpoint of appropriateness.

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