Ryohin Keikaku : Convocation Notice of the 44th Ordinary General Meeting of Shareholders

Securities Code 7453

October 2022

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 44th 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 44th Ordinary General Meeting of Shareholders of the Company will be held as described below.

However, from the standpoint of preventing the spread of the novel coronavirus disease (COVID-19),we request that shareholders carefully judge whether or not to attend the 44th Ordinary General Meeting of Shareholders, taking consideration of your health condition, and if at all possible, instead exercise your voting rights in advance in writing or via the internet, etc.This year, shareholders who wish to attend in person must register to do so beforehand.Please review the attached Referential Documents for the General Meeting of Shareholders and exercise your voting rights by 6:00 P.M. on Tuesday, November 22, 2022 following the instructions provided below.

Notes

1. Date and Time: 10:00 A.M. on Wednesday, November 23, 2022 (National holiday) (Reception starts at 9:15 A.M.)

2. Place:	Hall B7, Tokyo International Forum
	5-1, Marunouchi 3-chome,Chiyoda-ku, Tokyo
	Please note that the venue has changed from last time, so be sure to use the correct
	address.

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 44th business year from September 1, 2021 through August 31, 2022
2. The Accounting Statements for the 44th business year from September 1, 2021 through

August 31, 2022

Matters to be resolved:

Item 1 Disposal of surplus

Item 2 Election of eight (8) directors

Item 3 Election of one (1) corporate auditor

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4. Instructions for Exercising Voting Rights

1. Voting by mail
   Please indicate on the enclosed voting card 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 Tuesday, November 22, 2022.
2. Voting via the internet
   Please access the website designated by the Company for voting (https://www.web54.net), and exercise your voting rights by 6:00 P.M. on Tuesday, November 22, 2022. For details, please see the following page.
3. Voting by attending the meeting
   Please submit the enclosed voting card 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 after the next 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.

From the standpoint of preventing the spread of COVID-19, we may ask you to wear a mask or use an alcohol disinfectant in case you attend the meeting in person.

For shareholders who plan on attending the meeting in person, please carefully judge whether or not to come to the venue, taking the condition of your health into consideration.

Notes: 1. If you could attend the General Meeting of Shareholders in person, please submit the enclosed voting card at the reception of the meeting and bring this Convocation Notice of the 44th Ordinary General Meeting of Shareholders with you.

1. If any circumstances necessitating amendments to the contents of the Referential Documents for the General Meeting of Shareholders, Business Report, Accounting Statements and Consolidated Accounting Statements occur by the day immediately preceding the day of the General Meeting of Shareholders, notification of those amendments are provided by mailing documents or posting them on the Company's home page (https://ryohin-keikaku.jp/).
2. Pursuant to the relevant laws and regulations, and the provisions of the Company's Articles of Incorporation, the following items, among the documents to be attached to this notice, are posted on the Company's home page and are not attached to this notice. Accordingly, the attached documents to this notice 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.
3. 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).

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 Tuesday, November 15, 2022

This year, the number of available seats at the 44th Ordinary General Meeting of Shareholders will be reduced compared with usual years as the space between seats will be increased to prevent the spread of COVID-19. Accordingly, we request that the shareholders who wish to attend the meeting in person register in advance to do so. If the number of shareholders wishing to attend exceeds the number of seats available, a lottery will be held to decide who among the advance registrants may attend.

Please be forewarned that admission to the 44th Ordinary General Meeting of Shareholders shall not be granted to shareholders who did not register in advance, shareholders who were not selected by the lottery system, and shareholders who cannot verify they were selected by the lottery system.

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 Tuesday, November 15.

Please register using the following dedicated website.

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

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 shareholders who may attend the meeting shall be decided by lottery from the advance registrants who registered by 5:00 P.M. on Tuesday, November 15. The results of the lottery will be sent by email on Thursday, 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 Thursday, 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 results of the lottery will be sent by email on Thursday, 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 the lottery results, 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.

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://ryohin- keikaku.jp/). 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:	5,521,217,200 yen
(iii) Effective date of dividends from surplus:
November 24, 2022

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