ASICS Corporation

1

Note: This Notice is an excerpt translation of the Japanese original for reference purposes only. In the event of any discrepancy between this translated Notice 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.

Securities Code: 7936

March 7, 2019

Dear Shareholders,

Yasuhito Hirota President and COO, Representative Director

ASICS Corporation 7-1-1, Minatojima-Nakamachi, Chuo-ku, Kobe,

Hyogo

Notice of the 65th Ordinary General Meeting of Shareholders

You are cordially invited to attend the 65th Ordinary General Meeting of Shareholders of ASICS Corporation

(hereinafter, the “Company” or “we”), to be held as described below.

If you are unable to attend the meeting, you may exercise your voting rights by postal voting or electronic voting (via

the Internet, etc.). Please examine the “Reference Documents for General Meeting of Shareholders” hereinafter

described and return to us the enclosed Voting Form or exercise your voting rights using the voting rights exercise

website designated by the Company (https://evote.tr.mufg.jp/), indicating whether you are for or against the proposals.

Your voting shall be received by us no later than 5:40 p.m. on Wednesday, March 27, 2019 (Japan Standard Time).

Details

1. Date and Time: Thursday, March 28, 2019, at 10:00 a.m. (Doors open at 9:00 a.m.)

2. Place:

Kobe Portopia Hotel, B1 of the Main Building, Kairaku-no-ma (Room Kairaku)

6-10-1, Minatojima-Nakamachi, Chuo-ku, Kobe, Hyogo 3. Agenda:

Matters to be reported:

1. Report on the Business Report, the Consolidated Financial Statements, and the results of audit on the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 65th fiscal year ended December 31, 2018 (January 1, 2018 - December 31, 2018)

2. Report on the Non-Consolidated Financial Statements for the 65th fiscal year ended December 31, 2018 (January 1, 2018 - December 31, 2018)

Matters to be resolved:

Proposal 1: Appropriation of the Surplus

Proposal 2: Election of Eleven Directors

Proposal 3: Election of One Audit & Supervisory Board Member

Proposal 4: Determination of Compensation for Allotting Restricted Shares to Directors (excluding Outside

Directors)

https://evote.tr.mufg.jp/

2

Reference Documents for General Meeting of Shareholders

Proposals and Reference Information Proposal 1: Appropriation of the Surplus

The Company recognizes the return of profits to shareholders as one of the management’s top priorities. Regarding the

shareholder return policy, the Company shall flexibly acquire its treasury stocks, in line with stock price levels and market

conditions, to the end of achieving a total return ratio of 50% during the four years from FY 2017 through FY 2020.

The Company recorded net loss due to business restructuring expenses, etc.; however, given that such loss is temporary, we

propose that the year-end dividends for the 65th fiscal year will be 12 yen per share.

As a result, including the interim dividend of 12 yen already paid, the annual dividend for the 65th fiscal year will be 24 yen

per share.

Details of the year-end dividends

(1) Type of dividend property

Cash

(2) Allotment of dividend property and total amount thereof

Common stock of the Company 12 yen per share

Total amount of the dividends 2,264,462,508 yen

(3) Effective date for the dividends from the surplus

March 29, 2019

3

Proposal 2: Election of Eleven Directors

The terms of office of all ten Directors will expire at the conclusion of this General Meeting of Shareholders. Therefore,

the Company proposes to elect eleven Directors. If this proposal is approved, four out of the eleven Directors will be

Independent Outside Directors.

In order to ensure fairness and transparency on the nomination of Directors, the Board of Directors consults with the

Nominating and Compensation Committee, the majority of which consists of Independent Outside Directors, with

respect to the nomination of all of the Director candidates. The resolution concerning the nomination is resolved at the

Board of Directors meeting, while respecting the opinions of the Committee.

All four candidates for Outside Directors in this proposal satisfy the “Selection Criteria for Independent Outside Directors

and Independent Outside Audit & Supervisory Board Members” on 16 to 17 (hereinafter, “Independency Criteria”),

and are deemed to be independent. The Company intends to notify the Tokyo Stock Exchange of status of all candidates

as independent directors.

The candidates for the Directors are as follows:

No. Name Position and areas of

responsibility in the Company

Status of

attendance to

Board of

Directors

meeting

Number of

years in office

as Director

1 Motoi Oyama Reappointment Chairman and CEO,

Representative Director 13/13 (100%)

14 years and

9 months

2 Yasuhito Hirota Reappointment President and COO,

Representative Director 10/10 (100%) 1 year

3 Hokuto Nakano Reappointment Director 10/10 (100%) 1 year

4 Tsuyoshi Nishiwaki Reappointment Director, General Manager of

China Division 13/13 (100%) 2 years

5 Naoki Matsushita Reappointment

Director, Senior General

Manager of Sports Marketing

Division 10/10 (100%) 1 year

6 Shinji Senda New candidate Executive Officer — —

7 Ryoji Shoda New candidate Executive Officer, Head of

Onitsuka Tiger Company — —

8 Katsuro Tanaka

Reappointment Independent Outside

Director

Independent Director

Outside Director 13/13 (100%) 5 years and

9 months

9 Takeshi Hanai


Director


Outside Director 12/13 (92.3%) 4 years and

9 months

10 Hitoshi Kashiwaki


Director


Outside Director 13/13 (100%) 3 years

11 Kazuo Sumi


Director


Outside Director 8/10 (80%) 1 year

(Note) Status of attendance to Board of Directors meeting of Yasuhito Hirota, Hokuto Nakano, Naoki Matsushita and Kazuo

Sumi refers to the Board of Directors meetings held after their appointments on March 29, 2018.

4

No. Name

(Date of birth) Career summary, positions and areas of responsibility in the Company,

and important concurrent positions outside the Company

1

Motoi Oyama (February 2, 1951)

Number of years in office as

Director: 14 years and 9 months

Number of the Company’s

shares owned: 41,241

Status of attendance to Board of

Directors meeting: 13/13

(100%)

April 1974 Joined Nissho Iwai Corporation (currently Sojitz Corporation)

(Retired in December 1981)

January 1982 Joined the Company

January 1997 General Manager, Walking Department, Footwear Division

July 2001 President and Chief Operating Officer of ASICS Europe B.V.

June 2004 Director, Senior General Manager of Marketing Division

and President and Chief Operating Officer of ASICS Europe B.V.

April 2005 Director in charge of Overseas, Senior General Manager of

Marketing Division, General Manager of Marketing Department

and Chairman & CEO, ASICS Europe B.V.

July 2006 Managing Director, in charge of Overseas Affairs, Senior General

Manager of Marketing Division

and Chairman & CEO, ASICS Europe B.V.

August 2007 Managing Director, in charge of Overseas and Corporate Strategy

Department, Senior General Manager of Marketing Division and

Chairman & CEO, ASICS Europe B.V.

April 2008 President and Representative Director

April 2011 President and CEO, Representative Director

March 2017 Chairman, President and CEO, Representative Director

March 2018 Chairman and CEO, Representative Director (present)

Reason for the

nomination as

candidate for Director

Since assuming the position of President and Representative Director in April 2008, Mr.

Oyama has been promoting structural reforms and working on strengthening and

expanding business operations on a global scale. He has also been working on

strengthening corporate governance, as a chairman of the Board of Directors meeting,

through the introduction of Outside Directors, the establishment of Nominating and

Compensation Committee, and the evaluation of effectiveness of the Board of Directors.

The Company believes he is capable of putting its corporate philosophy into practice and

executing business strategy, and thus proposes his re-election as Director.

Inside

Director Reappointment

5

No. Name



2

Yasuhito Hirota (November 5, 1956)


Director: 1 year


shares owned: 2,727



(100%)

April 1980 Joined Mitsubishi Corporation

April 2010 Senior Vice President, General Manager, Corporate

Administration Dept.

April 2011 Senior Vice President, Senior Assistant to Senior Executive

Vice President, Corporate Functional Officer, Corporate

Communications, Corporate Administration, CSR &

Environmental Affairs, Legal, Human Resources, General

Manager, Corporate Administration Dept.

April 2014 Executive Vice President, Corporate Communications,

Corporate Administration, CSR & Environmental Affairs, Legal,

Human Resources

June 2014 Representative Director, Member of the Board, Executive Vice

President, Corporate Communications, Corporate

Administration, CSR & Environmental Affairs, Legal, Human

Resources

April 2016 Representative Director, Member of the Board, Executive Vice

President, Corporate Communications, Corporate

Administration, CSR & Environmental Affairs, Legal, Human

Resources, Chief Compliance Officer

April 2017 Representative Director, Member of the Board, Executive Vice

President, Corporate Functional Officer, Geography Strategy for

Japan, General Manager, Kansai Branch (Retired in January

2018)

January 2018 Advisor of the Company

March 2018 President and COO, Representative Director (present)

Reason for the

nomination as


Since assuming the position of President and COO, Representative Director in

March 2018, Mr. Hirota has formulated an action plan for the Five-Year Strategic

Plan, “ASICS Growth Plan (AGP) 2020,” and promoted the development of

business management structure based on a product categories, the establishment

of China Division and Onitsuka Tiger Company, and the digital strategy. The

Company believes he is capable of putting the Company’s corporate philosophy

into practice and executing its business strategy, and thus proposes his re-election

as Director.

Inside


6

No. Name



3

Hokuto Nakano (December 22, 1959)


Director: 1 year


shares owned: 1,636



(100%)

April 1983 Joined The Industrial Bank of Japan, Ltd. (currently Mizuho

Bank, Ltd.)

April 2002 Senior Manager, Europe Treasury Office (London), Trading

Planning Division of Mizuho Corporate Bank, Ltd. (currently

Mizuho Bank, Ltd.)

May 2004 Deputy General Manager, Forex Division of Mizuho Corporate

Bank, Ltd.

April 2008 General Manager, Credit & Alternative Investment Division of

Mizuho Corporate Bank, Ltd.

April 2009 General Manager, Forex Division of Mizuho Corporate Bank,

Ltd.

April 2010 Executive Officer, General Manager of Forex Division of

Mizuho Corporate Bank, Ltd.

April 2014 Managing Executive Officer, Head of East Asia of Mizuho

Bank, Ltd.

October 2015 Managing Executive Officer, Head of East Asia of Mizuho

Financial Group, Inc.

April 2016 Managing Executive Officer, Deputy Head of Global Markets

Group (Overseas, Head of Market Business and Head of

Financial Strategy Planning Business for Large Corporations) of

Mizuho Securities Co., Ltd. (Retired in December 2017)

January 2018 Advisor of the Company

March 2018 Director of the Company (present)

In charge of Assistant to the President, Regional Strategy Division, DTC Division, SCM

Promotion Division, Sales Subsidiary, ASICS Trading, HAGLÖFS and Business

Development Division

Reason for the

nomination as


Mr. Nakano has abundant international experience and knowledge as a corporate manager

of financial institution. As Director managing segments of management, regional strategy,

SCM and business development, he has appropriately engaged in the important business

executions, decision-making and supervision regarding management. The Company

believes he is capable of putting the Company’s corporate philosophy into practice and

executing business strategy, and thus proposes his re-election as Director.

Inside


7

No. Name



4

Tsuyoshi Nishiwaki

(February 27, 1964)


Director: 2 years


shares owned: 10,243



(100%)

April 1987 Joined the Company

April 2009 General Manager of Function Study Department, ASICS Institute

of Sport Science

April 2010 Deputy Senior General Manager of ASICS Institute of Sport

Science and General Manager of Function Study Department

April 2012 Director of ASICS Institute of Sport Science

April 2014 Executive Officer of the Company, Senior General Manager of

ASICS Institute of Sport Science and Deputy Senior General

Manager of Global Footwear Division (in charge of technical

development)

January 2016 Executive Officer of the Company, Senior General Manager of

ASICS Institute of Sport Science and Deputy Senior General

Manager of Global Footwear Development and Production

Division (in charge of technical development)

March 2017 Director, Executive Officer of the Company, Senior General

Manager of ASICS Institute of Sport Science

January 2018 Director (present)

In charge of ASICS Institute of Sport Science, Performance Running Footwear Division,

Easy Running & AT&TR Footwear Division, Core Performance Sport Footwear

Division, Footwear Production Division, Apparel & Equipment Division, Onitsuka Tiger

Division

Reason for the

nomination as candidate

for Director

Mr. Nishiwaki has abundant experience and knowledge in the realms of research &

development as well as expertise as a doctor of engineering. As Director managing

segment of research, development and production, he has appropriately engaged in the

important business executions, decision-making and supervision regarding management.

The Company believes he is capable of putting the Company’s corporate philosophy into

practice and executing business strategy, and thus proposes his re-election as Director.

Inside


8

No. Name



5

Naoki Matsushita (May 1, 1959)


Director: 1 year


shares owned: 8,339



(100%)


April 2010 General Manager of T&F and Running Promotion Department,

Marketing Division

April 2012 General Manager of Field Sport Promotion Department,

Marketing Division, ASICS Japan Head Office

January 2013 Senior General Manager, Marketing Division, Marketing Head

Office of ASICS Japan Corporation

April 2014 Director, Senior General Manager, Marketing Division of

ASICS Japan Corporation

May 2015 General Manager of Sport Marketing Department, Global Brand

Marketing Division of the Company and Director, Senior

General Manager, Marketing Division of ASICS Japan

Corporation

May 2016 Director of ASICS Japan Corporation

January 2017 Senior General Manager of Global Sport Marketing Division of

the Company and Director of ASICS Japan Corporation

January 2018 Executive Officer, Senior General Manager of Sport Marketing

Division of the Company (present)

Reason for the


for Director

Mr. Matsushita has abundant experience and knowledge in marketing segment. As

Director managing segments of sports marketing and marketing, he has appropriately

engaged in the important business executions, decision-making and supervision regarding

management. The Company believes he is capable of putting the Company’s corporate

philosophy into practice and executing business strategy, and thus proposes his re-election

as Director.

Inside


9

No. Name



6

Shinji Senda (March 1, 1962)


shares owned: 863


April 2008 General Manager of Athletic Planning and Development

Department, Footwear Division

April 2009 General Manager of Running/Sport Style Development

Department, Footwear Division

May 2010 Seconded to ASICS America Corporation

September 2014 Seconded to ASICS BRASIL LTDA

December 2015 Leader of Innovation Works Lab, Global Footwear Product &

Merchandising Division

January 2017 Senior General Manager of Global Easy Running & Training

Footwear Division

January 2018 Executive Officer, Senior General Manager of Easy Running &

AT&TR Footwear Division

October 2018 Executive Officer (present)

In charge of ASICS Institute of Sport Science, Performance Running Footwear Division,

Sport Style Footwear Division, Core Performance Sport Footwear Division, Footwear

Production Division, Apparel & Equipment Division, Business Intelligence Division

Reason for the


for Director

Ar. Senda has abundant experience and knowledge in research, development and

production segments in Japan and overseas. The Company believes he is capable of

appropriately engaging in important business executions, decision-making and supervision

regarding management as well as putting its corporate philosophy into practice and

executing business strategy, and thus proposes his election as Director.

Inside

Director New appointment

10

No. Name



7

Ryoji Shoda (August 14, 1963)


shares owned: 218

February 2011 Joined the Company

April 2011 General Manager of Onitsuka Tiger Business Division, ASICS

Japan Head Office

January 2013 General Manager of Onitsuka Tiger Business Division of

ASICS Japan Corporation

May 2015 General Manager of Lifestyle Department, Global Product

Marketing Division of the Company, General Manager of

Lifestyle Business Division of ASICS Japan Corporation

January 2016 Director, General Manager of Lifestyle Business Division and

HAGLÖFS Business Division of ASICS Japan Corporation

July 2016 Senior General Manager of Global Lifestyle Division of the

Company, Director in charge of Lifestyle Division of ASICS

Japan Corporation

January 2018 Executive Officer, Senior General Manager of Onitsuka Tiger

Division of the Company, Director in charge of Lifestyle

Division of ASICS Japan Corporation

April 2018 Executive Officer, Senior General Manager of Onitsuka Tiger

Division of the Company, Director in charge of Lifestyle

Division and General Manager of HAGLÖFS Business

Division of ASICS Japan Corporation

October 2018 Executive Officer, Head of Onitsuka Tiger Company of the

Company,

In charge of Onitsuka Tiger Company, Walking Division

Reason for the


for Director

Mr. Shoda has abundant experience and knowledge in lifestyle segment. The Company

believes he is capable of appropriately engaging in important business executions,

decision-making and supervision regarding management as well as putting the its

corporate philosophy into practice and executing business strategy, and thus proposes his

election as Director.

Inside

Director New appointment

11

No. Name



8

Katsuro Tanaka (June 5, 1945)




shares owned: 4,312



(100%)

April 1970 Registered as Attorney at Law

October 1990 Established TMI Associates, Senior Managing Partner (present)

April 2011 Visiting Professor of University of Tokyo Graduate Schools for

Law and Politics (Retired in September 2013)

June 2012 Outside Audit & Supervisory Board Member of The Kagoshima

Bank, Ltd. (Retired in September 2015)

June 2013 Outside Director of the Company (present)

October 2015 Outside Audit & Supervisory Board Member of Kyushu Financial

Group, Inc. (present)

<Important concurrent positions outside the Company>

Attorney at Law (Senior Managing Partner of TMI Associates)

Audit & Supervisory Board Member of Kyushu Financial Group, Inc. (outside)

Reason for the


for Outside Director

Mr. Tanaka has appropriately engaged in decision-making and supervision with respect to

management based on his abundant experience and professional perspective related to

international and corporate legal affairs as an international attorney at law. Based on these

factors, the Company believes he will continue to appropriately supervise and advise the

Board of Directors, and thus proposes his election as Outside Director.

Although he has not been directly involved in the management of a company, the

Company believes he is capable of appropriately fulfilling the duties of an Outside Director

given his management experience in law firms as noted above.

Matters regarding

independence

Because there is no relationship between the Company and Mr. Tanaka involving the

receipt of cash, etc., other than the payment of compensation for Directors, there is no

danger of conflict of interest with ordinary shareholders.

Although the Company entrusts legal work to other Attorneys at Law at TMI Associates,

at which Mr. Tanaka serves as Senior Managing Partner, the compensation paid by the

Company to TMI Associates amounted to less than 1% of the law office’s total

compensation, which is the Independency Criteria for judging on independence. Therefore,

TMI Associates does not fall in an organization that receives large amounts of money or

other financial assets from the Company group. There is no conflict of interest between the

Company and the companies he serves concurrently.

Therefore, Mr. Tanaka satisfies the Independency Criteria and is deemed to be

independent.

The Company has notified the Tokyo Stock Exchange of his status as independent director.

The Company intends to continue this notification if he is reelected.

Limited liability

contract

Pursuant to the provisions of Article 427(1) of the Companies Act, the Company has

entered into a contract limiting liability for damages provided for in Article 423(1) with

him. The maximum amount of liability for damages under the contract is the amount

stipulated by laws and regulations.

If he is reelected, the Company intends to extend this limited liability contract.

Independent

Outside Director Reappointment


12

No. Name



9

Takeshi Hanai (October 16, 1954)




shares owned: 7,538



(92.3%)

April 1977 Joined The Industrial Bank of Japan, Limited (currently Mizuho

Bank, Ltd.)

March 2006 Managing Executive Officer, Head of Asia & Oceania of Mizuho

Corporate Bank, Ltd. (currently Mizuho Bank, Ltd.)

June 2007 Managing Executive Officer of the said Company, Chairman of

Mizuho Corporate Bank (China), Ltd., Chief Regional

Representative of Mizuho China

April 2008 Managing Executive Officer, Head of Corporate Banking of the

said Company

April 2009 Advisor of the said Company (Retired in April 2009)

May 2009 Managing Executive Officer of Rakuten, Inc.

March 2010 Managing Executive Officer and Director of the said Company

(Retired in July 2011)

August 2011 Senior Advisor of Kowa Real Estate Co., Ltd. (currently Nippon

Steel Kowa Real Estate Co., Ltd.) (Retired in June 2015)

July 2012 Senior Advisor of Corporate Directions, Inc. (present)

June 2013 Outside Audit & Supervisory Board Member of NEXT Co., Ltd.

(currently LIFULL Co., Ltd.) (present)

June 2014 Outside Director of the Company (present)

June 2014 Outside Director of Maruwn Corporation (present)

June 2015 Outside Director of Nippon Seisen Co., Ltd. (present)

June 2017 Outside Director of TATSUTA Electric Wire and Cable Co., Ltd.

(present)


Outside Audit & Supervisory Board Member of LIFULL Co., Ltd

Outside Director of Maruwn Corporation

Outside Director of Nippon Seisen Co., Ltd.

Outside Director of TATSUTA Electric Wire and Cable Co., Ltd.

Reason for the nomination as candidate for Outside Director

Mr. Hanai has appropriately engaged in decision-making and supervision with respect to management based on his abundant international experience and professional perspective both as a corporate manager of a financial institution and in the internet services industry. Based on these factors, the Company believes he will continue to appropriately supervise and advise the Board of Directors, and thus proposes his election as Outside Director.

Matters regarding independence

Because there is no relationship between the Company and Mr. Hanai involving the receipt of cash, etc., other than the payment of compensation for Directors, there is no danger of conflict of interest with ordinary shareholders.

There is no conflict of interest between the Company and the companies he serves concurrently.

In addition, although Mr. Hanai has previously served at Mizuho Bank, Ltd., which is one of the main financial institutions with which the Company has business relationship, more than nine years have passed since he retired from the said bank.

Therefore, Mr. Hanai satisfies the Company’s Independency Criteria and is deemed to be independent.

The Company has notified the Tokyo Stock Exchange of his status as independent director. The Company intends to continue this notification if he is reelected.

Limited liability contract

Pursuant to the provisions of Article 427(1) of the Companies Act, the Company has entered into a contract limiting liability for damages provided for in Article 423(1) with him. The maximum amount of liability for damages under the contract is the amount stipulated by laws and regulations.


Independent



13

No. Name



10

Hitoshi Kashiwaki (September 6, 1957)


Director: 3 years


shares owned: 3,822



(100%)

April 1981 Joined Japan Recruit Center Co., Ltd. (currently Recruit Holdings

Co., Ltd.)

April 1994 General Manager of Finance Department of Recruit Co., Ltd.

(currently Recruit Holdings Co., Ltd.)

June 1997 Board Director of the said Company

June 2001 Board Director and Managing Corporate Executive Officer of the

said Company

April 2003 Representative Director and Managing Corporate Executive Officer

(COO) of the said Company

June 2003 President, COO, and Representative Director of the said Company

April 2004 President, CEO, and Representative Director of the said Company

April 2012 Board Director of the said Company (Retired in June 2014)

December 2012 Outside Director, Member of the Board of Suntory Beverage &

Food Limited (Retired in March 2015)

August 2015 Advisor of the Company

March 2016 Outside Director of the Company (present)

May 2016 Outside Director of Matsuya Co., Ltd. (present)

June 2018 Outside Director of Tokyo Broadcasting System Holdings, Inc.

(present)


Outside Director of Matsuya Co., Ltd.

Outside Director of Tokyo Broadcasting System Holdings, Inc.

Reason for the



Mr. Kashiwaki has appropriately engaged in decision-making and supervision with respect

to management based on his abundant experience and professional perspective as a

corporate manager in the information services industry. Based on these factors, the

Company believes he will continue to appropriately supervise and advise the Board of

Directors, and thus proposes his re-election as Outside Director.

Matters regarding

independence

Because there is no relationship between the Company and Mr. Kashiwaki involving the

receipt of cash, etc., other than the payment of compensation for Directors, there is no

danger of conflict of interest with ordinary shareholders.

There is no conflict of interest between the Company and the companies he serves

concurrently.

Therefore, Mr. Kashiwaki satisfies the Company’s Independency Criteria and is deemed

to be independent.



Limited liability

contract






Independent



14

No. Name



11

Kazuo Sumi (April 19, 1949)


Director: 1 year


shares owned: 1,363


Directors meeting: 8/10 (80%)

April 1973 Joined Hankyu Corporation

June 2000 Director, General Manager of Railway Business Division of

Hankyu Corporation

April 2002 Director, General Manager of Railway Business Division and

General Manager of Control Division of Hankyu Corporation

June 2002 Managing Director, in charge of Railway Business Division and

Control Division of Hankyu Corporation

June 2003 President and Representative Director of Hankyu Corporation

April 2005 President and Representative Director of Hankyu Holdings, Inc.

October 2006 President and Representative Director of Hankyu Hanshin

Holdings, Inc.

October 2007 Director of H2O RETAILING CORPORATION (present)

March 2014 Chairman and Representative Director of Hankyu Corporation

(present)

April 2015 Outside Director of TOKYO RAKUTENCHI Co., Ltd. (present)

May 2016 Outside Director of TOHO CO., LTD. (present)

June 2017 Chairman and Representative Director, Group CEO of Hankyu

Hanshin Holdings, Inc. (present)


Chairman and Representative Director, Group CEO of Hankyu Hanshin Holdings, Inc.

Director of H2O RETAILING CORPORATION

Outside Director of Tokyo RAKUTENCHI Co., Ltd.

Outside Director of TOHO CO., LTD.

Reason for the



Mr. Sumi has appropriately engaged in decision-making and supervision with respect to

management based on his abundant experience and professional perspective as a corporate

manager in passenger railway industry

Based on these factors, the Company believes he will continue to appropriately supervise

and advise the Board of Directors, and thus proposes his re-election as Outside Director.

Matters regarding

independence

Because there is no relationship between the Company and Mr. Sumi involving the receipt

of cash, etc., other than the payment of compensation for Directors, there is no danger of

conflict of interest with ordinary shareholders.

Although the Company group sells their products to a subsidiary of H2O RETAILING

CORPORATION for which he serves as director, the transaction amount was less than

2%, the Independency Criteria for judging on independence and therefore it does not fall

in a major business partner of the Company group. There is no conflict of interest between

the Company and the companies he serves concurrently.

Therefore, Mr. Sumi satisfies the Company’s Independency Criteria and is deemed to be

independent.



Limited liability

contract






Notes:

1. There is no conflict of interest between each candidate for Director and the Company.

2. Katsuro Tanaka, Takeshi Hanai, Hitoshi Kashiwaki and Kazuo Sumi are candidates for Outside Directors.

Independent



15

Proposal 3: Election of One Substitute Audit & Supervisory Board Member

Since the Company’s resolution electing of a substitute Audit & Supervisory Board Member will expire at the start of this General Meeting of Shareholders, the Company proposes to elect one substitute Audit & Supervisory Board Member, in preparation for a case where the number of the Company’s Audit & Supervisory Board Members falls short of the number required by laws and regulations.

The Company has obtained the consent of the Audit & Supervisory Board for this proposal.

The candidate for the substitute Audit & Supervisory Board Member is as follows:

Name

(Date of birth) Career summary, positions in the Company,


Hirofumi Onishi (January 1, 1946)

Number of the Company’s shares

owned: 0

November 1971 Joined Tohmatsu Aoki & Co. (currently Deloitte Touche Tohmatsu LLC)

March 1975 Registered as certified public accountant

May 1993 Representative Partner of Tohmatsu & Co. (currently Deloitte Touche Tohmatsu LLC) (Retired in December 2010)

June 2001 Chairman of the Kinki Chapter of the Japanese Institute of Certified Public Accountants

July 2001 Deputy President of the Japanese Institute of Certified Public Accountants Headquarters

July 2004 Auditor of the Japanese Institute of Certified Public Accountants Headquarters (Retired in July 2007)

April 2006 Professor of Ritsumeikan University Graduate School of Management (Retired in March 2015)

June 2011 Outside Corporate Auditor of SEKISUI CHEMICAL CO., LTD. (Retired in June 2015)

June 2015 Outside Director of GS Yuasa Corporation (Retired in June 2018)

March 2016 Outside Substitute Audit & Supervisory Board Member of the Company (present)

June 2016 Outside Audit & Supervisory Board Member of NCS&A CO., LTD. (present)


Certified public accountant

Outside Audit & Supervisory Board Member of NCS&A CO., LTD.

Reason for the nomination as candidate for substitute Outside Audit & Supervisory Board Member

The Company believes Mr. Onishi will appropriately conduct audits based on his abundant experience and professional perspective as a certified public accountant, and thus proposes his election as a substitute Outside Audit & Supervisory Board Member.

Although he has not been directly involved in the management of a company, the Company believes he is capable of appropriately fulfilling the duties of an Outside Audit & Supervisory Board Member given his management experience in auditing firms as referred to above.

Matters regarding independence

Because there is no conflict of interest between the Company and Mr. Onishi, there is no danger of conflict of interest with ordinary shareholders. There is no conflict of interest between the Company and the companies he serves concurrently.

Therefore, Mr. Onishi satisfies the Company’s Independency Criteria and is deemed to be independent.

The Company intends to notify the Tokyo Stock Exchange of his status as independent audit & supervisory board member based on the regulations of the Tokyo Stock Exchange, Once he is elected and assumes the position as Outside Audit & Supervisory Board Member.

Limited liability contract

Once he is elected and assumes the position as Outside Audit & Supervisory Board Member, pursuant to the provisions of Article 427(1) of the Companies Act, the Company intends to enter into a contract limiting liability for damages provided for in Article 423(1) with him. The maximum amount of liability for damages under the contract is the amount stipulated by laws and regulations.

Notes:

Independent Outside

Audit & Supervisory

Board Member

Reappointment

Independent Audit &

Supervisory Board Member

16

1. There is no conflict of interest between the candidate for substitute Audit & Supervisory Board Member and the Company.

2. Hirofumi Onishi is a candidate for substitute Outside Audit & Supervisory Board Member.

[Reference] Selection Criteria for Independent Outside Directors and Independent Outside Audit & Supervisory

Board Members

In order to ensure proper corporate governance, the Company prescribes its own unique “Selection Criteria for

Independent Outside Directors and Independent Outside Audit & Supervisory Board Members” concerning the

aptitude and independency of outside officers. The contents of these provisions are as follows.

Article 1 (Requirements of Outside Officers)

1. The requirements of an Outside Director and an Outside Audit & Supervisory Board Member of the Company

(hereinafter referred to as “outside officer”) are prescribed herein.

2. The requirements of outside officers shall be satisfied at the time of election and during the period of office.

Article 2 (Requirements concerning the Aptitude of Outside Officers)

An outside officer shall possess a proven track record, abundant experience and expertise as a corporate executive,

attorney at law, certified public accountant, or an academic, as required to carry out business expansion at a global level

while strengthening corporate governance in the Company Group (the Company and its subsidiaries and affiliates) that

operates its business globally.

Article 3 (Requirements concerning the Independency)

1. In order to secure the outside officer’s independency from the Company Group, each of the following items shall

be satisfied.

(1) The outside officer shall have never been an officer, accounting advisor, or employee of the Company Group

(the Company and its subsidiaries and affiliates).

(2) The outside officer shall not be and have not been over the past five years;

a. (i) A major shareholder of the Company Group (a shareholder who holds 10% or more of total voting

rights, including indirect holding), or an employee, etc. (i.e., executive officer or employee who

executes business) of an organization that is a major shareholder of the Company Group

(ii) An employee, etc. of an organization for which the Company Group is a major shareholder

b. A main lender of the Company Group (a lender to whom the Company Group owes, at the end of

respective fiscal year, the amount equivalent to or more than 2% of the value of the Company’s

consolidated total assets), or an employee etc. of a main lender of the Company Group (if the main

lender is a corporate group, then the group shall satisfy this item; the same shall apply hereinafter)

c. An employee, etc. of a lead-manager securities company of the Company Group

d. (i) A major business partner of the Company Group (2% or more of consolidated net sales during one

fiscal year) or an employee, etc. of a major business partner

(ii) A person for whom the Company Group is a major business partner or an employee, etc. of an

organization for whom the Company Group is a major business partner

e. A person belonging to the auditing firm that is the accounting auditor of the Company Group

f. A person who receives from the Company Group large amounts of money or other financial assets (10

million yen or more in one fiscal year) as a consultant, accounting specialist or legal expert besides the

remunerations as an outside officer, or a person belonging to an organization that receives large amounts

of money or other financial assets (1% or more of net sales for one fiscal year of the aforesaid

organization) from the Company Group

g. A person who receives a large donation (10 million yen or more in one fiscal year) from the Company

Group or a person belonging to an organization that receives a large donation from the Company Group

h. A person in a reciprocal relationship with the Company Group concerning the status as officers (in the

event that a person belonging to an organization, in which an officer or employee of the Company Group

17

is an officer, etc., becomes an officer of the Company Group)

(3) The outside officer shall not be a close relative (i.e., spouse or relative within two degrees of kinship) of the

following persons.

a. A person who is currently or was an officer or important employee of the Company Group (the

Company and its subsidiaries and affiliates)

b. A person who falls under any items listed in Sub-paragraph (2), Paragraph 1 of Article 3

(excluding unimportant employees and those who belong to such an organization)

2. Notwithstanding the Paragraph above, if a person is recognized as not having any conflict of interest with ordinary

shareholders were the person to become an outside officer, and unanimously agreed by other outside officers who

satisfy the requirement stipulated in the Paragraph above, such person may be appointed outside officer, pursuant

to the Companies Act. In this case, such facts and the reasons for appointment shall be stated in the Reference

Documents for General Meeting of Shareholders, the Securities Report and other relevant documents.

18

Proposal 4: Determination of Compensation for Allotting Restricted Shares to Directors (excluding Outside Directors)

At the 59th Ordinary General Meeting of Shareholders held on June 21, 2013, it was approved that the amount

of compensation for Directors shall be within 800 million yen per year and that stock acquisition rights as stock

compensation-type stock options shall be granted to Directors (excluding Outside Directors) within the

Directors’ compensation range as described above.

In order for Directors (excluding Outside Directors) to further share benefits with shareholders and to provide

Directors with incentives to contribute to the sustainable growth of the Company and improvement of corporate

value, the Company proposes to allot common shares of the Company that are subject to provisions for certain

transfer restriction period and acquisition by the Company without consideration, etc. (hereinafter referred to as

“Restricted Shares”) to Directors (excluding Outside Directors), in lieu of the current stock compensation-type

stock options.

In this regard, the Company proposes that the total amount of monetary compensation claims provided to

Directors (excluding Outside Directors) as compensation, etc. concerning Restricted Shares be set within the

range of compensation for Directors as described above, comprehensively taking into account various matters

including the degree of contribution of the Company’s Directors. The allotment of Restricted Shares is

determined by comprehensively taking into account various matters including the degree of contribution of the

Company’s Directors, and the Company considers the content of the allotment to be reasonable.

If this proposal is approved, stock compensation-type stock options shall not be newly issued to Directors

(excluding Outside Directors).

The current number of the Company’s Directors is 10 (including 4 Outside Directors). If Proposal 2 is

approved, the number of Directors will be 11 (including 4 Outside Directors).

Details and upper limit on the number of Restricted Shares for the Company’s Directors (excluding Outside

Directors)

1. Allotment and payment for Restricted Shares

The Company provides monetary compensation claims to its Directors (excluding Outside Directors) based

on the resolution of the Company’s Board of Directors’ meeting as compensation concerning Restricted Shares

within the limit of the above annual amount, Each Director will be allotted Restricted Shares through in-kind

contribution, etc. of the monetary compensation claims.

The Company’s Board of Directors shall determine the paid in amount of Restricted Shares based on the

closing price of the Company’s common shares of the TSE on the business day immediately prior to the day

the Board resolves to issue or dispose Restricted Shares(if the Company’s common shares are not traded on that

day,the closing price on the trading day immediately prior to it), within a range that is not particularly favorable

to Directors who subscribe the Restricted Shares.

The above monetary compensation claims will be provided, on the condition that the Company’s Directors

(excluding Outside Directors) have consented to the above in-kind contribution and have executed the

Restricted Share Allotment Agreement set forth in 3. below.

2. Total number of Restricted Shares

In each fiscal year, the total number of Restricted Shares allotted to Directors (excluding Outside Directors)

shall be up to 900,000 shares. However, on or after the day this proposal is resolved, the total number of

Restricted Shares may be adjusted reasonably if the Company’s common shares are split or

consolidated(including allotment of common shares without consideration) or similar circumstances requiring

adjustment to the total number of allotted Restricted Shares arise,.

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3. Matters in the Restricted Share Allotment Agreement

The RS Allotment Agreement to be executed between the Company and a Director who will be alloted the

RS pursuant to the resolution of the Board of Directors’ meeting shall include the following:

(1) Transfer restriction

A Director shall not transfer pledge, establish a security interest by way of assignment, advance, bequeath,

or otherwise dispose the RS allotted to him or her to a third party during a period set by the Company’s Board

of Directors within the range of three to five years (hereinafter referred to as the “Restricted Period”).

(2) Acquisition of Restricted Shares without consideration

The Company may automatically acquire the Restricted Shares allotted to a Director without consideration

(hereinafter referred to as the “Allotted Shares”) if the Director who is allotted Restricted Shares resigns from

all of the positions as a Director, Executive Officer or an employee of the Company or its subsidiaries before

the Restricted Period expires, except in cases where there are any reasons considered justifiable by the

Company’s Board of Directors.

Of the Allotted Shares, if there are shares for which the transfer restriction has not been released in accordance

with the grounds to release the transfer restriction as set forth in (3) below at the time when the Restricted Period

expires, the Company will automatically acquire these shares without consideration.

(3) Release of the transfer restriction

The Company shall release the transfer restriction on all or part of the Allotted Shares at the time when the

Restricted Period expires, in accordance with the Company’s net sales, operating income ratio, etc. and the level

of attainment of other indicators set by the Company’s Board of Directors for the fiscal year in which the

Allotted Shares are allotted, provided that the Director who is allotted Restricted Shares held any of the positions

as a Director, Executive Officer or employee of the Company or its subsidiaries throughout the Restricted Period.

However, if the Director resigns from all of the positions as a Director, Executive Officer or employee of the

Company or its subsidiaries before the Restricted Period expires for any reasons that the Company’s Board of

Directors considers justifiable, the number of the Allotted Shares for which the transfer restriction is released

and the timing thereof shall be adjusted reasonably as necessary.

(4) Treatment in case of reorganization, etc.

By resolution of the Board of Directors’ meeting, the Company may reasonably adjust the number of Alloted

Shares for which the transfer restriction is released and the timing thereof in case, during the Restricted Period,

the General Meeting of Shareholders of the Copany approves a proposal for an agreement of a merger under

which the Company becomes the disappearing entity, an agreement of a share exchange or a share transfer plan

through which the Company becomes a wholly-owned subsidiary, or any other proposal regarding

reorganization, etc. is approved at the General Meeting of Shareholders of the Company (in the case where a

reorganization, etc. does not require the approval of the General Meeting of Shareholders of the Company, the

Company’s Board of Directors) .

(5) Other matters to be determined by the Board of Directors

Other matters with respect to the Restricted Share Allotment Agreement shall be determined by the Board of

Directors and such matters shall be constitute the Restricted Share Allotment Agreement.

20

<Reference>

1. Allotment of Restricted Shares to Executive Officers

The Company intends to allot restricted shares similar to the Restricted Shares described above to the

Company’s Executive Officers after the conclusion of this Ordinary General Meeting of Shareholders.

2. Policy to determine the amount and calculation method of executive compensation, etc.

・Directors’ compensation

The Company has established a compensation system for Directors that provides them with incentives to

contribute to the sustainable growth of the Company and improvement of corporate value, within the

compensation range (within 800 million yen per year) approved at the 59th Ordinary General Meeting of

Shareholders held on June 21, 2013. It is the Company’s basic policy to ensure fairness and transparency in

determining compensation for Directors by respecting the opinions of the Nominating and Compensation

Committee. Based on the policy, the Company will revise the executive compensation system by increasing the

percentage of variable compensation introducing restricted share compensation starting in the fiscal year ending

December 31, 2019, as described below.

Type of

compensation, etc. Details of compensation, etc.

Form of

payment

Fixed

compensation

Basic

compensation

(single

fiscal year)

Basic compensation shall be determined by the Board of

Directors based on the range of compensation amounts set

according to grades, considering the market standard and

inflation rate.

Money

Variable

compensation

Performance-

linked bonus

(single

fiscal year)

In order to promote “business management system based on

product category” which is an important target under the

AGP2020 Action Plan, compensation shall be calculated in

accordance with the level of achievement of quantitative and

qualitative targets and determined by the Board of Directors.

Evaluation of the quantitative target shall take into account the

achievement rate and year-on-year growth rate of net sales and

operating income ratio of the division the Director is in charge

of, according to the individual’s role. Evaluation of the

qualitative targets shall take into account the achievement rate

of the targets set by each individual. If the level of achievement

of quantitative and qualitative targets is below the level set by

the Board of Directors, the performance-linked bonus shall not

be paid.

Money

Restricted

share

compensation

(medium- to

long- term)

The Restricted Share Compensation Plan shall be introduced

from the fiscal year ending December 31, 2019, in order for

Directors to further share benefits with shareholders and provide

them with incentives to contribute to the sustainable growth of

the Company and improvement of corporate value. The annual

amount of compensation shall be allotted in advance as

restricted share compensation. The Company shall determine

the number of Restricted Shares for which the transfer restriction

is released, in accordance with the achievement rate of net sales

and operating income ratio targets for the fiscal year in which

Restricted Shares are allotted. If the target achievement rate is

below the level set by the Board of Directors, the Company will

acquire all of the shares without consideration. The Restricted

Period shall be between three to five years.

Shares

(Note)

The Restricted Share Compensation Plan shall be introduced, on the condition that this proposal is

approved.

21

Composition of Directors’ compensation (in the case that President and COO’s target achievement rate is 100%)

Fixed compensation

Approximately 40%

Variable compensation

Approximately 60%

Basic compensation

(single fiscal year)

Performance-linked bonus

(single fiscal year)

Restricted share

compensation

(medium- to long- term)

Monetary compensation paid

monthly according to grades.

Monetary compensation paid

according to the level of target

achievement.

If the level of achievement is

below a certain level, this

compensation shall not be paid.

Share-based compensation

under which the payment

details vary according to the

level of target achievement.

If the level of achievement is

below a certain level, this

compensation shall not be paid.

(*)

* The above explanation of the restricted share compensation is a summary of Proposal 4 provided as a reference

to the Company’s shareholders. For more accurate information, please refer to the main text in Proposal 4.

For more information as to the corporate governance structure of the Company, please visit the Company’s website:

https://corp.asics.com/en/investor_relations/management_policy/corporate_governance