Istyle : Notice of the 24th Annual General Meeting of Shareholders

TO OUR SHAREHOLDERS

I would like to express my appreciation for your continued support and understanding of the Company.

The 24th business term (the fiscal year ended June 30, 2023) brought back the sight of people out in public without masks, as well as foreign visitors flooding tourist spots and other destinations around Japan.

These positive signs also have been reflected in our results. Sales of the store business grew by approximately 50% year on year, a huge leap even compared to pre-pandemic levels. Our large-scale flagship store near Harajuku Station, @cosme TOKYO, in particular, turned positive, growing into a real major source of revenue. As a result, we recorded our highest-ever consolidated net sales and achieved our first positive operating income in four fiscal years. We believe this was not only attributable to environmental tailwinds, but also the values ever built up by istyle.

In other words, @cosme has become a presence that is more clearly chosen by customers. This has enabled the brands to actively expand across our media, E-commerce, and physical stores, creating a virtuous cycle where the upsurge in their activities attracts more customers to @cosme. As a result, E-commerce sales continued to grow even amid vigorous sales in the physical store market, rising by approximately 16% year on year, and I feel that the coordination between platforms is growing ever stronger.

During the COVID-19 pandemic, I was often asked why we persevere with the store business. It is because some values can only be created in a physical setting. Places for face-to-face communication, where customers can directly come in contact with cosmetics, seek advice, and discover new products, will be an absolute strength for us in the coming digital society with a flood of information. I think the fact that we have managed to grow more quickly than other companies and other lines of business, building a unique position in the market, is attributable to the continuing pursuit of value through both online and offline sectors. Seeing our customers enjoy shopping at our stores and watching our brands animated with vibrant activity gives me a firm belief that we have been moving in the right direction.

With the COVID-19 pandemic finally drawing to a close, we aim to further refine the values we have built so far and make the 25th business term (the fiscal year ending June 30, 2024) our first step towards medium- and long-term growth.

I greatly appreciate your ongoing support and understanding.

September 2023

Tetsuro Yoshimatsu, Chairperson and Chief Executive Officer

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

September 8, 2023 (Start date of measures for electronic provision: September 5, 2023)

To Shareholders with Voting Rights:

istyle, Inc.

Tetsuro Yoshimatsu, Chairperson and CEO (Stock Exchange Code: 3660)

Kei Sugawara, Vice Chairperson and CFO

NOTICE OF

THE 24TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

You are cordially notified that the 24th Annual General Meeting of Shareholders of istyle Inc. (the "Company") will be held for the purposes as described below.

In convening this General Meeting of Shareholders, we have taken measures for the electronic provision to disclose information including the Reference Documents for the General Meeting of Shareholders (the matters subject to electronic provision), and posted the matters subject to electronic provision on the Company's website on the Internet.

The Company's website: https://www.istyle.co.jp/en/ir/stock/meeting/ The matters are also posted on the following website on the Internet.

The website of the Tokyo Stock Exchange: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the Tokyo Stock Exchange website shown above, enter the Company's name or stock exchange code to search, then click on "Basic information" then "Documents for public inspection/PR information" to view the matters.

For this General Meeting of Shareholders, you can exercise your voting rights via the Internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on Thursday, September 28, 2023, Japan time.

The meeting will be held as a "Hybrid Virtual General Meeting of Shareholders" (participatory) whereby shareholders can watch the General Meeting of Shareholders via the Internet. We will make every effort to ensure that shareholders attending the meeting are not shown in the livestream but please note that there may be cases when shareholders unavoidably appear. Additionally, you can also watch a video of the meeting, which will be posted on the viewing website following the meeting's conclusion. Please refer to NOTICE OF THE 24TH ANNUAL GENERAL MEETING OF SHAREHOLDERS for details on how to view.

1. Date and Time: Friday, September 29, 2023 at 10:00 a.m. Japan time (Reception opens at 9:30

a.m.)

2. Place:Reception: Dedicated reception on the 1st floor of ARK Mori Building Venue: 37F ARK Mori Building (Club room A+B in Ark Hills Club)

1-12-32, Akasaka, Minato-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported: The Business Report, Non-consolidated Financial Statements, Consolidated

Financial Statements for the Company's 24th business term (July 1, 2022 - June 30, 2023) and results of audits by the Independent Auditor and the Board of Auditors of the Consolidated Financial Statements

Proposals to be resolved:

Proposal 1: Election of 6 Directors

Proposal 2: Election of 3 Auditors

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4. Guide for Shareholders (1) If you exercise your voting rights redundantly, both by the Voting Rights

when Voting	Exercise Form and via the Internet, your exercise of voting rights via the
	Internet shall be deemed to be valid.
	(2) If you exercise your voting rights via the Internet more than once, your final

vote shall be deemed to be valid.

(3) If you do not indicate your vote on a proposal on the Voting Rights Exercise Form, it will be treated as a vote in favor of the proposal.

Any amendments to the matters subject to electronic provision will be posted on each website where the matters are provided.

Reception Guidance and

Instructions for Viewing this General Meeting of Shareholders via the Internet

• Reception guidance for the General Meeting of Shareholders
• • Please proceed to the dedicated reception area on the 1st floor of ARK Mori Building, where the meeting will be held. At the reception, shareholders will be provided with a certificate of admission to the meeting venue upon submitting their Voting Rights Exercise Form and filling out their name and address.
  • We will refrain from providing beverages.
  • Where it becomes necessary to change the format of the meeting for unavoidable reasons, notice will be given via the Company's website. Please check the Company's website for the latest information. URL: https://www.istyle.co.jp/en/ir/stock/meeting/

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Reference Documents for the General Meeting of Shareholders

References

In the event that the Proposals are approved, the composition of the Board of Directors and the Board of Auditors, as well as the expertise of each officer is as follows.

The below table does not express all of the knowledge and experience held by each Director candidate and Auditor candidate.

	Among the knowledge and experience held by each candidate, the Company has particular expectations	Attributes
				for the below
Present position	Corporate									Male (★)
	management/	IT	Cosmetics	Marketing	Retail/	International	Finance	Accounting/	Independence
	management	distribution	business	tax affairs	(Outside only)	Female (☆)
	strategy

Tetsuro

Chairperson and

〇

〇

〇

〇

〇

－

★

Yoshimatsu

CEO

Kei Sugawara

Vice Chairperson

〇

〇

〇

〇

〇

〇

〇

－

★

Director

and CFO

Hajime Endo

Director and COO

〇

〇

〇

〇

〇

〇

－

★

Representative

candidates

Meyumi

Director

〇

〇

〇

〇

－

☆

Yamada

Michimasa

Director (Outside)

〇

〇

〇

〇

★

Naka

Shinsuke

Director (Outside)

〇

〇

〇

〇

〇

★

Usami

Auditor

Hitoshi Hara

Auditor (Outside)

〇

〇

〇

★

candidates

Kenji Miyako

Auditor (Outside)

〇

〇

〇

★

Junko

－

〇

〇

〇

☆

Kotakemori

Independence Criteria for Outside Officers

The Company has established the following criteria to determine the independence of Outside Directors and Outside Auditors (hereinafter collectively referred to as "Outside Officers"). In selecting candidates for Outside Officers, we select candidates who satisfy the Company's "Independence Criteria for Outside Officers" as well as the standards stipulated by the Companies Act and the Tokyo Stock Exchange.

In principle, the Company designates Independent Outside Officers from persons who do not meet any of the following items.

1. A person who holds the Company to be a major business partner (refers to a party that received payments from the Company in an amount of 2% or more of the party's consolidated net sales in the most recent fiscal year), or a business executor thereof.
2. A person who is a major business partner of the Company (refers to a party that made payments to the Group that accounted for 2% or more of the Company's consolidated net sales in the most recent fiscal year, or balance of loans to the Group that accounted for 2% or more of the Company's consolidated total assets), or a business executor thereof.
3. A consultant, accounting expert or legal expert who receives large amounts of money or other assets, excluding Director compensation, from the Company (in the case that the party receiving said assets is an organization such as a corporation or association, then persons who belong to the organization in question).

(Notes) 1. A business executor is defined in the Regulations for Enforcement of the Companies Act, and includes not only executive Directors, but employees as well.

2. A large amount refers to an amount of ¥10 million or more per fiscal year for an individual, and an amount of 2% or more of total income for an organization (corporation, association, etc.).

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Proposal 1: Election of 6 Directors

The terms of office of 6 current Directors will expire at the conclusion of the 24th Annual General Meeting of Shareholders. Accordingly, we propose the election of 6 Directors (including 2 Outside Directors).

The candidates are as follows:

No.	Name		Past experience, positions, responsibilities,
(Date of birth)		and significant concurrent positions
		April 1996	Joined Andersen Consulting (currently Accenture Japan Ltd.)
		July 1999	Founded the Company; President and Chief Executive Officer, the
			Company
		May 2012	Chairman, istyle Global (Hong Kong) Co., Limited (currently istyle
			China Corporation Limited)
		August 2012	Director, istyle Global (Singapore) Pte. Limited (to present)
		December 2014	Representative Director, istyle trading Inc.
		July 2015	Chairman, istyle China Co., Limited
	Tetsuro Yoshimatsu	June 2016	Outside Director, UT Group Co., Ltd.
	July 2018	Representative Director, istyle career Inc.
	(August 13, 1972)
	October 2018	Outside Director, PLANET, INC. (to present)
	[Reappointed]
1	April 2019	Representative Director, IS Talent Management Preparatory
	Number of shares of		Company, Inc. (currently Over The Border Inc.)
	July 2019	Representative Director, iMakers Inc. (merged into istyle trading
	the Company held:
		Inc. as of April 1, 2020)
	4,602,018 shares
	September 2022	Chairperson and CEO, the Company (to present)
	Period in office:	[Reasons for appointment as a candidate for Director]
	Mr. Tetsuro Yoshimatsu has contributed as the representative of the Company since its
	24 years and 2 months
	founding and has led management for 24 years. He currently upholds the mission "To
	*As of the conclusion of
	make people happy while updating the world of Beauty" and drives the Group with the
	this General Meeting of	aim of further business development as Chairperson and CEO. Having concluded that
	Shareholders	he is qualified to achieve further growth for the Company group and to realize the
		Company's corporate philosophy, we propose his reelection as a Director.

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