Descente : Notice of the 66th Annual General Meeting of Shareholders 〔327KB〕

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 25th, 2023

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 66TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce the 66th 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. As for this financial year, we have disclosed matters for electronic provision measures on the following websites on the Internet. From the next financial year, reference materials* of the General Meeting of Shareholders are to be disclosed on the websites below and shareholders will receive only the summary information of the meeting in mail.

• The Company's website (「IR」「IR Library」「General Meeting」) https://www.descente.co.jp/en/ir/summon/

• Tokyo Stock Exchange website https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

No souvenirs are to be distributed at the AGM. Please understand our inconvenience. *Matters for Electronic Provision Measures for the AGM are provided by electronic provision

measures only.

1. Date/Time

June 15, 2023 (Thursday) at 10 a.m. (GMT+9)

Reception opening time will be at 9:20 am (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

3. Objectives of the Meeting Reports

1. Business report, Consolidated Annual Financial Statements for the 66th Business Term (April

1, 2022 to March 31, 2023)

2. Audit Report on concerning Consolidated Annual Financial Statements for the 66th 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: Notice regarding the Amendment of the Transfer Restriction Period under the Restricted Stock Compensation Plan for the Directors of the Company

―2―

【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.(GMT+9) on Wednesday, June 14, 2023. 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 a.m. to 5 a.m. (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. (GMT+9) on June 14, 2023 (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 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.

3. Voting Rights Exercised Multiple Times

(1) Please note that if you exercise your voting rights in duplicate by the mail and the Internet,

―3―

your voting rights via the Internet will be treated as valid.

1. 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. (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 40 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: 3,020,163,360 JPY

1. Date on which dividends from surplus takes effectiveness. June 16, 2023

―4―

Proposal 2: Election of Seven (7) Directors

At the conclusion of this General Meeting, all six (6) 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.

						Number of
N o .		Name	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,	73,400
					ITOCHU East Asia Bloc, ITOCHU
					Corporation
		Shuichi Koseki	April 2015	Managing Executive Officer and
			President, (Textile) Company,
		(July 2, 1955)		ITOCHU Corporation
				April 2016	Director, Senior Managing Executive
	Special interest in the Company		Officer and President, (Textile)
		Company, ITOCHU Corporation
１		None
	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 medium 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.

―5―