Ryohin Keikaku : Convocation Notice of the 45th Ordinary General Meeting of Shareholders

Securities Code 7453

November 2023

To Our Shareholders

Nobuo Domae

President & Representative Director

Ryohin Keikaku Co., Ltd.

26-3,Higashi-Ikebukuro4-chome,

Toshima-ku, Tokyo, Japan

Convocation Notice of the 45th Ordinary General Meeting of Shareholders

We 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 45th Ordinary 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

5. 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 Wednesday, November 22, 2023 following the instructions provided below.

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Notes

1. Date and Time: 10:00 A.M. on Thursday, November 23, 2023 (National holiday) (Reception starts at 9:15 A.M.)

2. Place: Bellesalle Tokyo Nihombashi, Tokyo Nihombashi Tower B2 7-1, Nihombashi 2-chome,Chuo-ku, Tokyo

Please note that the venue has changed from last time, so be sure to use the correct address. No gifts are provided to shareholders attending the General Meeting of Shareholders. We greatly appreciate your understanding.

3. Purposes:

Matters to be reported:

1. 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 45th business year from September 1, 2022 through August 31, 2023
2. The Accounting Statements for the 45th business year from September 1, 2022 through

August 31, 2023

Matters to be resolved:

Item 1 Disposal of surplus

Item 2 Partial amendment to the Articles of Incorporation

Item 3 Election of eight (8) directors

Item 4 Election of two (2) corporate auditors

4. Instructions for Exercising Voting Rights

1. Voting by mail
   Please indicate on the voting card sent with this Convocation Notice of the 45th Ordinary 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 Wednesday, November 22, 2023. 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.
2. Voting via the internet
   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 Wednesday, November 22, 2023. For details, please see the page after the next.
3. Voting by attending the meeting
   Please submit the voting card sent with this notice at the reception of 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.

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.

1. 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.
2. In accordance with a revision of the Companies Act, in principle you are to check items subject

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to electronic provision measures by accessing either of the websites mentioned above, and paper- based documents stating the items shall only be delivered to shareholders who request the delivery of paper-based documents by the record date. However, 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. 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 above items, will be delivered to all shareholders. Accordingly, the documents should be considered as one part of the documents that were audited by the corporate auditors and the accounting auditor in preparing the Audit Reports.

1. Matters Concerning Share Acquisition Rights
2. Basic Policy for Developing Internal Control Systems
3. Consolidated Statements of Changes in Net Assets
4. Notes to the Consolidated Accounting Statements
5. Non-consolidatedStatements of Changes in Net Assets
6. Notes to the Accounting Statements

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Instructions for Exercising Voting Rights via the Internet

When you exercise your voting rights for the General Meeting of Shareholders via the internet, please be aware of the following:

QR code method: "Smart Vote" method

You can simply log in to the voting website without entering your voting rights exercise code and password.

1. Please scan the QR code located on the lower right-hand side of the voting card.
2. 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.

Conventional internet voting method (specifying exercise code and password)

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 rights

Inquiries 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: [phone] (toll free and available from 9:00 A.M. to 9:00 P.M., only in Japan)

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Request Regarding Advance Registration

Registration deadline: By 5:00 P.M. on Wednesday, November 15, 2023

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 45th Ordinary 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 45th Ordinary 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 registration

Registration deadline: By 5:00 P.M. on Wednesday, November 15.

Please register using the following dedicated website.

Website for receiving registrations https://krs.bz/ryohin/m?f=1 (in Japanese)

1. 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:
2. • Shareholder number (9-digit number stated on the voting card)
   • Name
   • Email address
3. 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 Wednesday, November 15 regardless of whether or not a lottery is held. The guidance will be sent by email on Friday, November 17.

Points to note

• In 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 Friday, November 17. (For the "Notice of Admission," shareholders please either bring a printout of the notice or show the notice on the screenof 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 Friday, November 17.
• 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.

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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.

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Referential Documents for the General Meeting of Shareholders

Item 1 Disposal of surplus

Matters relating to dividends

With 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.

1. Kind of property for dividends: By cash
2. Matters relating to allocation of property for dividends and its total amount:

Per share of common stock of the Company:	20 yen
Total amount of dividends:	5,523,852,180 yen
(iii) Effective date of dividends from surplus:
November 24, 2023

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Item 2 Partial amendment to the Articles of Incorporation 1. Reason for proposal

To create a comfortable work environment for employees, improve engagement through active communication, and strengthen the operations of the Space Design Division that engages in designing office spaces, the Company proposes to amend Article 4 (Location of Head Office) of the present Articles of Incorporation, changing the location of the head office from Toshima-ku, Tokyo to Bunkyo-ku, Tokyo.

2. Contents of amendment

The contents of the amendment are as follows.

The Company will establish a supplementary provision stating that the amendment shall enter into force on February 1, 2024, and this supplementary provision will be deleted following the date on which the amendment enters into force.

	(Underlined portions show amended parts.)
Present Articles of Incorporation	Proposed Amendment
(Location of Head Office)	(Location of Head Office)
Article 4.The head office of the Company shall be	Article 4.The head office of the Company shall be
located at Toshima-ku, Tokyo, Japan.	located at Bunkyo-ku, Tokyo, Japan.
(Newly inserted)	Supplementary provision
	(Entry into force)
	Article 1. The amendment to Article 4 (Location of
	Head Office) of the Articles of Incorporation shall enter
	into force on February 1, 2024, and this Article shall
	automatically be deleted following the date on which the
	amendment enters into force.

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Item 3 Election of eight (8) directors

All eight directors will complete their terms of office upon conclusion of this General Meeting of Shareholders.

The Company proposes to elect eight 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:

		Name	Summary of career, position, in charge, and status of	Number of the
No.	(Date of birth/	Company's shares
important offices concurrently served	owned by the
	other notes)
		candidate
				April 1976
				Joined Seiyu Store Nagano Co., Ltd. (presently, The
				Seiyu, Ltd.)
				September 1993
				Joined Ryohin Keikaku Co., Ltd.
				May 2000
				Director; General Manager of Household Division,
	Masaaki Kanai	Sales Headquarters; Ryohin Keikaku Co., Ltd.
	January 2001
	(October 13, 1957)
	Managing Director; General Manager of Sales
				Headquarters; Ryohin Keikaku Co., Ltd.
		Reelection
			May 2003
	Number of years in	Representative Director and Senior Managing Director;
1	General Manager of Merchandising Headquarters; and	111,160 shares
office: 23 years
in supervision of Advertising and Promotion Office,
		6 months
		Sales Headquarters; Ryohin Keikaku Co., Ltd.
	Attendance to the	February 2008
	President and Representative Director; Ryohin Keikaku
	meetings of the Board
	Co., Ltd.
	of Directors:
	May 2015
	16/16 (100%)
	Representative Director and Chairman; Ryohin
				Keikaku Co., Ltd. (current)
				June 2017
				Outside Director; Audit and Supervisory Committee
				Member; Members Co., Ltd. (current)
				(Status of important offices concurrently served)
				Outside Director; Audit and Supervisory Committee
				Member; Members Co., Ltd.

Reasons for nomination as candidate for director

Mr. Masaaki Kanai, as a director, has been performing a central role in expansion and growth of the Company and its business for a long time. For this reason, the Company nominates Mr. Kanai as a candidate for director.

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		Name	Summary of career, position, in charge, and status of	Number of the
No.	(Date of birth/	Company's shares
important offices concurrently served	owned by the
	other notes)
		candidate
				April 1993
				Joined McKinsey & Company Inc. Japan
				September 1998
				Joined FAST RETAILING CO., LTD.
				November 1998
				Director; FAST RETAILING CO., LTD.
				November 2008
				Executive Vice President; FAST RETAILING CO.,
				LTD.
				June 2016
				Outside Director; DeNA Co., Ltd.
				June 2016
	Nobuo Domae	Outside Director; Monex Group, Inc. (current)
	February 2019
	(January 25, 1969)
	Senior Executive Officer; General Manager of Sales
				Headquarters; and in supervision of Information
		Reelection
			Systems Division, Logistics Division, and Merchandise
	Number of years in	Planning Division; Ryohin Keikaku Co., Ltd.
2	May 2019	86,200 shares
office: 4 years 6
Senior Managing Director; General Manager of Sales
		months
		Headquarters; and in supervision of Information
	Attendance to the	Systems Division, Logistics Division, and Merchandise
	Planning Division; Ryohin Keikaku Co., Ltd.
	meetings of the Board
	September 2020
	of Directors:
	Senior Managing Director; General Manager of Sales
	16/16 (100%)
	Headquarters; Ryohin Keikaku Co., Ltd.
				September 2021
				President and Representative Director; Ryohin Keikaku
				Co., Ltd. (current)
				President and Representative Director; MUJI HOUSE
				Co., Ltd. (current)
				June 2022
				Scholarship Director; CO-OP Sapporo (current)
				(Status of important offices concurrently served)
				President and Representative Director; MUJI HOUSE
				Co., Ltd.
				Outside Director; Monex Group, Inc.
				Scholarship Director; CO-OP Sapporo

Reasons for nomination as candidate for director

Mr. Nobuo Domae has extensive experience and broad knowledge as a management executive of various companies. Mr. Nobuo Domae holds a central role in the Company's second founding, and for this the Company nominates him as a candidate for director.

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