Fujita Kanko : Notice of the 91th ordinary general meeting of shareholders

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.

(Securities Code 9722)

March 5, 2024

(Commencement date of electronic provision

of reference documents: March 4, 2024)

To Those Shareholders with Voting Rights

Yoshihiro Ise

Representative Director and

President Executive Officer

FUJITA KANKO INC.

10-8, Sekiguchi 2-chome,Bunkyo-ku,

Tokyo, Japan

NOTICE OF THE 91st ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 91st Ordinary General Meeting of Shareholders of the Company. The meeting will be held as described below.

In convening this general meeting of shareholders, the Company has taken measures to provide the information contained in the Reference Documents for the General Meeting of Shareholders, etc. in electronic format and posted such information on the website below as the "Notice of the 91st Ordinary General Meeting of Shareholders."

• The Company's website:

https://www.fujita-kanko.co.jp/ir/stock/file/meeting_syosyu91.pdf (Japanese only)

The notice is also available on the TSE website (TSE Listed Company Search) shown below. Please access the website, enter the issue name (company name) or securities code, and select "Basic information" and then "Documents for public inspection/PR information" for reference.

• TSE website:https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

You can exercise your voting rights in one of the ways described on page 4 of the Japanese version. If you are not attending the meeting in person on the day of the meeting, you can exercise your voting rights by mail or via the internet. Please exercise your voting rights by no later than 5:00 p.m. on Tuesday, March 26, 2024, Japan time.

1. Date and Time:
2. Place:
3. Agenda of the Meeting: Matters to be reported:

Wednesday, March 27, 2024 at 10:00 a.m. (Door opens at 9:00 a.m.)

Grand Hall TSUBAKI, Hotel Chinzanso Tokyo (5th floor of Banquet Bldg.) 10-8, Sekiguchi 2-chome,Bunkyo-ku, Tokyo, Japan

1 The Business Report, the Consolidated Financial Statements and the audit results of the Consolidated Financial Statements by the Accounting Auditor and Board of Corporate Auditors for the 91st fiscal term (from January 1,

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Proposals to be resolved: Proposal No. 1 Proposal No. 2: Proposal No. 3: Proposal No. 4:

2023 to December 31, 2023)

2 The Non-Consolidated Financial Statements for the 91st fiscal term (from January 1, 2023 to December 31, 2023)

Appropriation of Surplus

Election of Eight Directors

Election of Two Corporate Auditors

Election of One Substitute Corporate Auditor

• Pursuant to the applicable laws and regulations and provisions of Article 15 of the Company's Articles of Incorporation, the matters below are not included in the paper copy of the notice to be sent to the shareholders who have requested it. These documents are part of the documents audited by the Corporate Auditors and the Accounting Auditor in preparing their respective audit reports.
• • Consolidated Statements of Changes in Net Assets
  • Notes to Consolidated Financial Statements
  • Non-ConsolidatedStatements of Changes in Net Assets
  • Notes to Non-Consolidated Financial Statements

Please note that the page numbers, section numbers, and reference pages in the paper copy sent are the same as those in the notice provided electronically.

• If any revisions are made to the matters provided electronically, the revised versions will be posted on the respective websites above.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

1. Year-end dividends

The Company has a basic policy to fully consider passing its profits on to shareholders, and pay dividends in proportion to the results of its business in consideration of further reinforcement of corporate structure and accumulation of internal reserves to be utilized to promote businesses.

Although tourism demand has been on the recovery track in this fiscal term, the COVID-19 pandemic had a huge impact on the Group. Therefore, the Company recognizes that it is an urgent issue to recover and strengthen its financial foundation. Taking this into consideration, we propose to forgo payments of dividends for common shares for this fiscal term.

For Class A preferred shares issued through a third-party allotment in September 2021, we propose to pay the amount of dividend based on the terms and conditions set at the time of issuance.

1. Type of dividend property Money
2. Matters related to allocation of dividend property and total amount thereof

 Common shares:

No dividends

• Class A preferred shares: 4,000,000 yen per share

Dividends total:

400,000,000 yen

1. Effective date of dividends from surplus March 28, 2024

2. Matters concerning appropriation of other capital surplus

The Company recorded a loss of 3,726,751,893 yen in retained earnings at the end of this fiscal term. To

cover the loss and prepare for agile and flexible implementation of capital policy in the future, we propose to reverse a portion of other capital surplus and transfer it to retained earnings brought forward, pursuant to the provisions of Article 452 of the Companies Act.

(1) Accounting item and amount of decreasing surplus

Other capital surplus:

3,726,751,893 yen

1. Accounting item and amount of increasing surplus Retained earnings brought forward: 3,726,751,893 yen

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Proposal No. 2: Election of Eight Directors

The terms of office of all eight Directors will expire at the conclusion of the meeting. We therefore propose

that eight Directors be elected.

The candidates for Directors are as follows:

Candidate				Name					Gender	Current position and assignment
No.								in the Company
				Shinsuke Yamashita						Managing Executive Officer,
1		New Candidate						Male	General Manager of Luxury &
										Banquet Business Division
				Yasushi Komiya						Director in charge of Human
2		Reappointment						Male	Resource and General Affairs
										Division
										Executive Officer, Deputy
				Tetsu Okada						General Manager of Human
3		New Candidate						Male
						Resource and General Affairs
										Division
				Izuru Yoshii						Executive Senior Director,
4		New Candidate						Male	Deputy General Manager of
										Planning Division
						Outside Director
5		Reappointment		Kazunori Takami					Male	Director
					Independent Director
						Outside Director
6		Reappointment		Shiho Takano					Female	Director
					Independent Director
7		Reappointment		Masao Yamada		Outside Director			Male	Director
						Outside Director
8		New Candidate		Kikuko Asai					Female
					Independent Director

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Candidate		Name	Career summary, position, assignment and important concurrent positions
No.
				April 1984	Joined FUJITA KANKO INC.
				July 2003	Manager of Hakone Kowakien Yunessun of FUJITA KANKO
					INC.
				April 2006	Chief of Planning Office of Resort Company of FUJITA
					KANKO INC.
				October 2006	Manager of Sales Planning Division, Bridal & Luxury
					Company Mejiro Marketing Headquarters of FUJITA
					KANKO INC.
				April 2007	General Manager of Bridal & Luxury Company Mejiro
		New Candidate
					Marketing Headquarters of FUJITA KANKO INC.
				January 2009	Manager of Hakone Kowakien Hotel of FUJITA KANKO
		Shinsuke		INC.
		Yamashita	April 2010	General Manager of Hakone Kowakien of FUJITA KANKO
			INC.
1				October 2017	General Manager of Taiko-En of FUJITA KANKO INC.
 Date of birth:	March 2019	Representative Director and President of TAIKO-EN INC.
		February 2,		and General Manager of Taiko-en
	1963		January 2020	Executive Officer and General Manager of Hotel Chinzanso
	 Number of		Tokyo of FUJITA KANKO INC.
		shares of the	March 2021	Executive Senior Director, Deputy General Manager of
		Company held:		Luxury & Banquet Business Division and General Manager
		1,200 common		of Hotel Chinzanso Tokyo of FUJITA KANKO INC.
		shares
		January 2022	Executive Officer, General Manager of Luxury & Banquet
					Business Division and General Manager of Hotel Chinzanso
					Tokyo of FUJITA KANKO INC.
				January 2024	Managing Executive Officer, General Manager of Luxury &

Banquet Business Division of FUJITA KANKO INC. (to the present)

(Important Concurrent Positions) N.A.

Reasons for nomination as a candidate for Director

Shinsuke Yamashita has successively served in managerial positions at business offices and business departments of the Group. He possesses abundant experience and knowledge in sales and management operations. We nominated him as a new candidate for Director as we judged that his practical experience and knowledge in promptly responding to changes in the market can be effectively utilized in the management of the Company and serve to enhance the Group-wide corporate value.

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Candidate		Name	Career summary, position, assignment and important concurrent positions
No.
				April 1987	Joined FUJITA KANKO INC.
				July 2004	Planning and Development Group Leader of Plannning
					Office of Washington Hotel Company of FUJITA KANKO
					INC.
				October 2006	Chief of Planning Office of Resort Company of FUJITA
					KANKO INC.
				January 2009	Chief of General Affairs Center of Hakone Kowakien of
					FUJITA KANKO INC.
				June 2011	Manager of Development Promotion of Planning Division of
		Reappointment			FUJITA KANKO INC.
				March 2016	Chief of Development Team of WASHINGTON Hotel
	Yasushi Komiya		Business Group of FUJITA KANKO INC.
	March 2019	Administration Business Officer of Administrative Group of
					FUJITA KANKO INC.
	 Date of birth:	January 2020	Executive Officer, Chief and Administration Business Officer
2		of Administrative Group of FUJITA KANKO INC.
	August 22,
		January 2021	Executive Officer, Deputy General Manager of Human
	1964
			Resource and General Affairs Division and Manager of
	 Number of
		Property Department of FUJITA KANKO INC.
		shares of the
		March 2021	Executive Senior Director, Deputy General Manager of
		Company held:
			Human Resource and General Affairs Division and Manager
		1,100 common
			of Property Department of FUJITA KANKO INC.
		shares
		January 2022	Executive Officer, General Manager of Human Resource and
					General Affairs Division and Manager of Property
					Department of FUJITA KANKO INC.
				March 2022	Director in charge of Human Resource and General Affairs
					Division of FUJITA KANKO INC. (to the present)
				(Important Concurrent Positions)
				N.A.
				(Attendance at Board of Directors Meetings Held in 2023/12)
				19/19

Reasons for nomination as a candidate for Director

Yasushi Komiya has successively served in managerial positions at business offices, business departments, and headquarters divisions of the Group. He possesses abundant experience and knowledge in sales and management operations and administration operations. We again nominated him as a candidate for Director as we judged that his experience and knowledge can be effectively utilized in the management of the Company.

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Candidate		Name	Career summary, position, assignment and important concurrent positions
No.
				April 1990	Joined FUJITA KANKO INC.
				April 2005	Chief of Accounting Section of Taiko-En of FUJITA
					KANKO INC.
				April 2007	Leader of Accounting Group of Tokyo BPS Co., Ltd.
				January 2010	Manager of Accounting and Finance Department of
					Management Division of FUJITA KANKO INC.
		New Candidate
			March 2014	President and Representative Director of NAGASAKI
					WASHINGTON HOTEL SERVICE INC. and General
		Tetsu Okada		Manager of Nagasaki Washington Hotel
		March 2016	Chief of Planning Team of WHG Business Group of
					FUJITA KANKO INC.
3	 Date of birth:	March 2020	Manager of Corporate Planning and Public Relations
		January 4, 1967		Department of Planning Division of FUJITA KANKO
	 Number of		INC.
		shares of the	November 2020	Deputy General Manager of WHG Business Divisions of
		Company held:		FUJITA KANKO INC.
		700 common	January 2021	Executive Officer, General Manager of WHG Business
		shares		Division of FUJITA KANKO INC.
				January 2022	Executive Officer, Deputy General Manager of Human
					Resource and General Affairs Division of FUJITA
					KANKO INC. (to the present)
				(Important Concurrent Positions)
				N.A.

Reasons for nomination as a candidate for Director

Tetsu Okada has successively served in managerial positions at business offices, business departments, and headquarters divisions of the Group. He possesses abundant experience and knowledge in sales and management operations and administration operations. We nominated him as a new candidate for Director as we judged that his experience and knowledge can be effectively utilized in the management of the Company.

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Candidate			Name	Career summary, position, assignment and important concurrent positions
No.
					April 1986	Joined Dowa Mining Co., Ltd. (currently DOWA HOLDINGS
						CO., LTD.)
					April 2006	Chief of Planning Office of Strategic Planning Department,
						Electronics Materials Company of the above company
					October 2006 Chief of Planning Office of Strategic Planning Department,
		New Candidate
				DOWA ELECTRONICS MATERIALS CO., LTD.
					April 2008	Director and Chief of Planning Office of Strategic Planning
			Izuru Yoshii		Department of the above company
			April 2011	General Manager of Strategic Planning Department and Public
4						Relations Department of DOWA HOLDINGS CO., LTD.
	Date of birth:	March 2012 General Manager of Strategic Planning Department and Public
			July 1, 1962
				Relations Department of the above company
	 Number of
		Outside Corporate Auditor of FUJITA KANKO INC.
			shares of the
			March 2016 Director and General Manager of Recycling Business Division
			Company held:
				of Dowa Eco-System Co., Ltd.
			0 shares
			March 2021 Seconded to FUJITA KANKO INC.
						Executive Senior Director, Deputy General Manager of Planning
						Division (to the present)
					(Important Concurrent Positions)
					N.A.

Reasons for nomination as a candidate for Director

Izuru Yoshii has successively served in managerial positions in accounting and finance as well as strategic planning and public relations at DOWA HOLDINGS CO., LTD., and has served as an Outside Corporate Auditor of the Company from 2012 through 2017 and as Executive Senior Director of the Company since 2021. Therefore, he possesses abundant experience and knowledge in administration operations. We nominated him as a new candidate for Director as we judged that his experience and knowledge can be effectively utilized in the management of the Company.

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Candidate			Name	Career summary, position, assignment and important concurrent positions
No.
								April 1978	Joined Matsushita Electric Industrial Co., Ltd. (currently
									Panasonic Corporation)
								December 1998 Chief of Corporate Planning Office of Home Appliance &
									Housing Electronics Company
								January 2002	Director and General Manager of Refrigerator Business
									Division of Matsushita Refrigeration Company
			Reappointment
							June 2004	Managing Executive Officer and General Manager of National
									Marketing Division of Matsushita Electric Industrial Co., Ltd.
		Kazunori Takami		(currently Panasonic Corporation)
		October 2008 Managing Director of Panasonic Corporation, and President of
									Home Appliances Company
								April 2012	Senior Managing Director of Panasonic Corporation, and
		Outside Director
					President of Appliances Company
								April 2015	Executive Vice President of Panasonic Corporation in charge
5			Independent
		Director				of Japan Region, Customer Satisfaction, and Design
								June 2015	Outside Director of TOKYO FM Broadcasting Co., Ltd. (to
		 Date of birth:		the present)
		July 2017	Advisor of Panasonic Corporation
			June 12, 1954
			April 2018	Fellow of Panasonic Corporation
		 Number of
		June 2018	Outside Director of Nojima Corporation (to the present)
			shares of the
			March 2019	Outside Director of FUJITA KANKO INC. (to the present)
			Company held:
			June 2019	Outside Director of Tokyo Gas Co., Ltd. (to the present)
			1,100 common
			November 2022 Advisor of Hongo Tsuji Tax & Consulting (to the present)
			shares
				(Important Concurrent Positions)
								Outside Director of TOKYO FM Broadcasting Co., Ltd.
								Outside Director of Nojima Corporation
								Outside Director of Tokyo Gas Co., Ltd.
								(Attendance at Board of Directors Meetings Held in 2023/12)
								19/19

Reasons for nomination as a candidate for Outside Director and expected roles

Kazunori Takami has successively served in managerial positions in the sales and other various business divisions of Panasonic Corporation and has been engaged in corporate management for many years. Therefore, he possesses abundant experience and knowledge regarding all aspects of business management and marketing. Accordingly, we again nominated him as a candidate for Outside Director as we expect that his experience and knowledge can be effectively utilized in the management of the Company.

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Candidate			Name	Career summary, position, assignment and important concurrent positions
No.
							April 1987	Joined Meiji Dairies Corporation (currently Meiji Co., Ltd.)
							September 1990	Joined Parfums Yves Saint Laurent Japan Ltd.
							September 1996	Joined Coca-Cola (Japan) Company, Limited, Activation
								Manager
							April 1998	Joined Boots MC Company Limited, Buying and Marketing
								Manager
							February 2001	General Manager and Head of Japan operations of
			Reappointment
								L'OCCITANE JAPON K.K
							January 2004	Representative Director and President of L'OCCITANE
			Shiho Takano		JAPON K.K
							April 2015	Representative Director and Chairman of L'OCCITANE
								JAPON K.K
							April 2016	Senior Adviser of L'OCCITANE JAPON K.K
		Outside Director
			March 2017	Representative Director and President of Etowa Co., Ltd. (to
6			Independent			the present)
		Director
				June 2018	Outside Director of MORINAGA & CO., LTD.
							March 2019	Outside Director of FUJITA KANKO INC. (to the present)
		 Date of birth:	January 2022	Outside Director of Tokiwa Corporation (to the present)
			June 20, 1964	May 2022	Outside Director of AOI TYO Holdings Inc. (to the present)
		 Number of	June 2022	Outside Director who is an Audit and Supervisory
			shares of the		Committee Member of UNITED ARROWS INC. (to the
			Company held:		present)
			1,400 common	(Important Concurrent Positions)
			shares	Representative Director and President of Etowa Co., Ltd.
							Outside Director of Tokiwa Corporation
							Outside Director of AOI TYO Holdings Inc.
							Outside Director who is an Audit and Supervisory Committee Member of
							UNITED ARROWS INC.
							(Attendance at Board of Directors Meetings Held in 2023/12)
							19/19

Reasons for nomination as a candidate for Outside Director and expected roles

Shiho Takano has been engaged in corporate management for many years in the cosmetics industry, etc. and possesses abundant experience and knowledge regarding all aspects of business management and marketing. Furthermore, as we expect that she can contribute to the Company's initiatives for diversity and inclusion, including the promotion of active involvement of female employees, we again nominated her as a candidate for Outside Director.

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