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Securities Code: 2651

May 2, 2023

Commencement of electronic provision: April 26, 2023

To All Shareholders with Voting Rights

Sadanobu Takemasu

President, Representative Director

Lawson, Inc.

11-2, Osaki 1-chome,Shinagawa-ku, Tokyo

NOTICE OF THE 48th ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially notified that the 48th Ordinary General Meeting of Shareholders will be held as follows.

In convening the Ordinary General Meeting of Shareholders, the Company takes measures to provide the materials for the meeting electronically and has posted the "Notice of the 48th Ordinary General Meeting of Shareholders" on the following website providing the agenda materials for the General Meeting of Shareholders and other related materials electronically.

Lawson Website https://www.lawson.co.jp/company/ir/event/meeting/

Electronic agenda materials for the General Meeting of Shareholders and other related materials are posted on the website of the Tokyo Stock Exchange (TSE) as well. Please access the following TSE website (Listed Company Search), enter the issue name (company name) or securities code in the search field, and select "Basic Information (基 本情報)" and then "Documents for Public Inspection/PR Information(縦覧書類／ＰＲ情報)."

TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

If you do not attend the meeting, please exercise your voting rights using either of the methods described below after examining REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS attached herein or posted on the website specified above.

[Voting by Electronic Means (Internet, etc.)]

Please exercise your voting rights by 5:45 p.m. on Tuesday, May 23, 2023, after reading the attached document "Exercising Voting Rights via the Internet, etc."

[Voting in Writing (by Mail)]

Please indicate your approval or disapproval of the matters to be resolved on the Voting Rights Exercise Form enclosed herewith and return it so that it reaches us by 5:45 p.m. on Tuesday, May 23, 2023. If neither approval nor disapproval is indicated for any matter on the Voting Rights Exercise Form, it will be treated as an indication of approval.

  1. Date and Time: 10:00 a.m., Wednesday, May 24, 2023
  2. Venue: Hall C, Tokyo International Forum, 5-1 Marunouchi 3-chome,Chiyoda-ku, Tokyo
  3. Objectives of the Meeting Reports:
    The Business Report, the Consolidated Financial Statements and the Nonconsolidated Financial Statements for the 48th Fiscal Term (from March 1, 2022, to February 28, 2023), and the related Audit Reports

Matters to Be Resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Five (5) Directors

Proposal No. 3: Election of Two (2) Audit and Supervisory Board Members

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  • If you attend in person, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting. You do not need to enter your approval or disapproval in the Voting Rights Exercise Form if you will attend.
  • If you wish to exercise your voting rights by proxy, your proxy is requested to present a document evidencing his/her proxy, such as a power of attorney, together with the Voting Rights Exercise Form in the proxy's own name at the reception desk. (The qualified proxy is limited to one shareholder having voting rights for this meeting as per the relevant provision in the Articles of Incorporation.)
  • Please note that we will not provide souvenirs for shareholders attending the General Meeting of Shareholders.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS

Proposals and References

Proposal No. 1: Appropriation of Surplus

The Company regards the ROE (consolidated return on equity) as a significant management indicator and has been conducting business activities. In addition, the Company's policy for dividend payment is to set the target for consolidated dividend payment ratio at 50%, with the stable minimum annual amount of ¥150 per share, while securing internal reserves necessary for future business development during the course of sustainable growth of the Lawson Group.

We intend to maintain year-end dividends for the current fiscal term at ¥75 per share pursuant to such policy. Accordingly, full-year dividends, including interim dividends of ¥75 per share, will be ¥150 per share.

We intend to continue to place emphasis on the distribution of profit to shareholders into the future.

We will endeavor to raise the Company's corporate value by appropriating internal reserves for necessary business investments such as opening new stores, renovating existing stores and new business development.

Year-end dividends:

  1. The assignment of the dividend property to shareholders and total amount thereof: ¥75 per share of the Company's common stock at a total of ¥7,505,777,850
  2. Effective date of the dividends from surplus:

Thursday, May 25, 2023

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[Reference: Changes in Dividends and Consolidated Dividend Payment Ratio]

43rd Term

44th Term

45th Term

46th Term

47th Term

48th Term

(Current Period)

Interim dividend

¥127.50

¥127.50

¥75

¥75

¥75

¥75

per share

Year-end dividend

¥127.50

¥127.50

¥75

¥75

¥75

¥75 (Planned)

per share

Annual dividend

¥255

¥255

¥150

¥150

¥150

¥150 (Planned)

per share

Consolidated net

¥268.16

¥255.71

¥200.95

¥86.84

¥178.87

¥246.70

income per share

Consolidated

(Planned)

dividend payment

95.1%

99.7%

74.6%

172.7%

83.9%

60.8%

ratio

ROE

9.7%

9.3%

7.3%

3.2%

6.6%

8.9%

Notes:

Consolidated dividend payment ratio is calculated based on annual dividend per share divided by consolidated net income per share.

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Proposal No. 2: Election of Five (5) Directors

The terms of office of all five (5) Directors expire at the conclusion of this 48th Ordinary General Meeting of Shareholders. Accordingly, we propose the election of five (5) Directors.

The Company has endeavored to ensure management transparency and fairness, and has a rule to appoint Independent Directors equaling one-third or more of the Board's composition. If this proposal is approved and passed, there will be five (5) Directors of the Company after the meeting of shareholders, of which two (2) will be Outside Directors. All of the Outside Directors are "Independent Directors/Audit and Supervisory Board Members." Therefore, we propose that you continue to elect Independent Directors equaling one-third or more of the Board's composition.

The candidates for Directors are as stated in the following table. Please refer to pages 10 to 14 for the brief personal histories of the indicated candidates.

Furthermore, please refer to page18for the policy and procedures of the Company's Board of Directors for nominating candidates for Directors.

Board of

Directors'

No.

Name

Position at the Company, etc.

meeting

attendance

rate

1

Sadanobu Takemasu

President and CEO,

Reappointment

100%

Representative Director

Executive Managing

2

Masayuki Itonaga

Officer

Reappointment

100%

Member of the Board

3

Miki Iwamura

Member of the Board

Reappointment, outside,

91.7%

independent

4

Satoko Suzuki

Member of the Board

Reappointment, outside,

100%

independent

5

Kiyotaka Kikuchi

Member of the Board

Reappointment

100%

Notes:

  1. Ms. Miki Iwamura's legal name is Miki Oku.
  2. Positions at the Company, etc., are as of April 19, 2023.

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Disclaimer

Lawson Inc. published this content on 25 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2023 00:37:03 UTC.