Full Press Release Details
| Kohji Eguchi | |
| President and CEO | |
| MEDIROM Healthcare Technologies Inc. | |
| Tradepia Odaiba | |
| 2-3-1 Daiba, Minato-ku, | |
| Tokyo, Japan, 135-0091 |
of the 21st Ordinary General Meeting of Shareholders to be held on March 29, 2021
inform you that the 21st Ordinary General Meeting of Shareholders of MEDIROM Healthcare Technologies Inc. (the "Company")
will be held at the Head Office of the Company (16F, Tradepia Odaiba, 2-3-1 Daiba, Minato-ku, Tokyo, Japan) on Monday, March
29, 2021 at 9:00 a.m., Japan Standard Time, for the purposes listed below. You are cordially requested to avoid attending the
meeting to the extent possible this year to prevent the spread of the novel coronavirus disease (COVID-19) and to exercise your
voting rights by mail or by instructing the depositary to vote the common shares on your behalf prior to the meeting (in writing).
Therefore, please review the attached Reference Documents for General Meeting of Shareholders, and kindly exercise your voting
rights prior to 6:00 p.m., Japan Standard Time, on Sunday, March 28, 2021.
Business Report and the Non-Consolidated (Audited) Financial Statements for the 21st fiscal year (from January 1, 2020 to December
31, 2020), which financial statements were based upon our statutory financial results as prepared in accordance with Japanese
GAAP. These results may differ in material respects from the audited consolidated financial results under U.S. GAAP that will
be reported at a later date and included in our Annual Report on Form 20-F, which will be filed with the U.S. Securities and Exchange
Commission (SEC) and will be available at www.sec.gov. The discussion of the Japanese GAAP is presented to our shareholders and
ADS holders solely in accordance with requirements under the Japanese Companies Act in connection with our Annual Meeting.
1: To amend the Articles of Incorporation (Addition of the Business Purpose)
2: To amend the Articles of Incorporation (Changing the Authorized Capital)
3: To elect five (5) Directors
Board of Directors unanimously recommends that the stockholders or ADS holders vote "FOR" each of the proposals
outline of the agenda is as described in the following "Reference Materials Concerning Solicitation of Proxy Voting Rights".
Documents for Solicitation of Proxy Voting Rights
Solicitor for the Exercise of Proxy Voting Rights
Eguchi, President and CEO
Proposals and Reference Information
1: To amend the Articles of Incorporation (Addition of the Business Purpose)
order to prepare for the development of new businesses utilizing the Company's strengths and the future business expansion, we
will add a new business purpose to Article 2.
underlined parts indicate changes.
| current | new |
| (Business Purposes) Article 2 The purpose of the Company shall be to engage in the following businesses. 1 - 32 (articles omitted) 33. All operations incidental or related to the preceding items. | (Business Purposes) Article 2 The purpose of the Company shall be to engage in the following businesses. 1 - 32 (articles omitted) 33. Power generation business, sales of electric power, and their agency business. 34. All operations incidental or related to the preceding items. |
Board Recommendation
Board of Directors unanimously recommends that you vote "FOR" this proposal.
2: To amend the Articles of Incorporation (Changing the Authorized Capital)
total number of authorized shares of the Company is 10,000,000 shares (consisting of 9,999,999 common shares and one (1) Class
A common share). As a result of the initial public offering of our ADSs (the "IPO") and the listing thereof on the
Nasdaq Capital Market, including the issuance of new common shares due to exercise of over-allotment option in connection with
the IPO, the total number of outstanding shares as of January 31, 2021 was 4,975,001 (consisting of 4,975,000 common shares and
one (1) Class A common share). In light of the fact that the total number of issued shares has reached approximately 50% of the
total number of authorized shares, we desire to increase the total number of authorized shares in order to enable future business
expansion and the implementation of a flexible capital policy.
details of the amendment are as follows. The amendments to the Articles of Incorporation in this proposal shall become effective
at the conclusion of this General Meeting of Shareholders.
underlined parts indicate changes.
| current | new |
| (Total number of authorized shares and total number of authorized class shares, etc.) Article 6 The total number of authorized shares shall be 10,000,000 shares, and the total number of authorized class shares shall be 9,999,999 common shares and one (1) Class A common share. | (Total number of authorized shares and total number of authorized class shares, etc.) Article 6 The total number of authorized shares shall be 19,900,000 shares, and the total number of authorized class shares shall be 18,999,999 common shares and one (1) Class A common share. |
Board Recommendation
Board of Directors unanimously recommends that you vote "FOR" this proposal.
3: To elect five (5) Directors
terms of office of all five (5) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly,
we are seeking to elect five (5) Directors, including two (2) Outside Directors. The nominees for Directors are as described below.
| Name (Date of Birth) | Biography, Position, Responsibilities, and Significant Concurrent Positions, etc. | Number of Shares Held as of January 31, 2021 |
| Kouji Eguchi (July 27, 1973) | March 1996: Bachelor of Oceanography, Department of Marine Resources, Tokai University April 1996: Jac Co. Ltd. (current Curtis Holdings, Inc.) December 1999: Senior Managing Director, PriceDown.com, Inc. (Jac's subsidiary) July 2000: Director, Young Leaves, Inc. (currently MEDIROM Healthcare Technologies inc.) November 2001: Representative Director (current), ReRaKu Inc. (currently MEDIROM Healthcare Technologies inc.) June 2010: Director of the Japan Relaxation Industry Association (current) | Common Shares: 1,884,960 Common Shares Class A Common Share: 1 Share |
| Fumitoshi Fujiwara (December 28, 1965 | March 1989: Bachelor in Law, Meiji Gakuin University April 1989: Shuwa Corporations April 1993: Koei Tecmo Holdings Co., Ltd. December 1998: CFO, Executive Officer Management Division June 2000: Director and CFO, Spiralstar Japan, Inc. June 2002: CEO, AC Capital Inc. November 2009: Founder & CEO, Eaglestone Capital Management (current) March 2017: Director and CFO, MEDIROM Healthcare Technologies Inc. (current) | 40,000 Common Shares |
| Miki Aoki (November 12, 1980) | March 2003: Bachelor of Economics, Tokyo Keizai University April 2003: Chiyoda Accounting Firm July 2006: Venture Online, Inc. December 2008: Joined MEDIROM Healthcare Technologies Inc. October 2012: Head of Business Administration Department March 2013: Director (current) | 31,000 Common Shares |
| Tomoya Ogawa (November 9, 1976) Outside Director | September 1999: Bachelor of Economics, Tokyo University September 2001: Monitor Group Tokyo Branch April 2004: Master in Law, Hitotsubashi University April 2006: Legal Training Institute September 2007: Abe, Ikubo & Katayama Law Office December 2010: DeNA Inc. March 2013: Director, MEDIROM Healthcare Technologies Inc. (current) December 2014: Director, Akatsuki Corporation | 28,500 Common Shares |
| Akira Nojima (May 23, 1964) Outside Director | March 1988: Bachelor in Law, Meiji Gakuin University April 1988: Recruit Holdings Co., Ltd. February 2015: Director and CEO, No Track Inc. (current) March 2020: Director, MEDIROM Healthcare Technologies Inc. (current) | NIL |
There is no special interest between each candidate and the Company.
The Company has obtained the consent of each candidate to assume the office, subject to the approval of this agenda.
Board Recommendation
Board of Directors unanimously recommends that you vote "FOR" this proposal.
Year 2020 Business Report
January 1 to December 31, 2020
information contained herein includes forward-looking statements. These statements relate to future events or to our future financial
performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of
activity, performance, or achievements to be materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking
statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control
and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking
statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and
assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly
update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially
from those anticipated in these forward-looking statements, even if new information becomes available in the future. The safe
harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 (the "Act") protects
companies from liability for their forward-looking statements if they comply with the requirements of the Act.
Business Progress and Activities
the current fiscal year (January 1, 2020 to December 31, 2020), the outlook for the Japanese economy remained uncertain due to
sluggish economic activity caused by the spread of the new coronavirus and the resulting declaration of a state of emergency,
as well as the subsequent recovery and re-emergence of the infection.
relaxation industries have been affected by the government mandated shutdown and consumer uncertainty amidst the novel coronavirus
outbreak. Many retail companies are facing significant decreases in sales as customer apprehension reduces store visits and subsequent
the start of the emergency declaration announced on April 7, 2020, many of the commercial facilities with which we partner for
our retail operations have decided to close storefront operations and leasing, resulting in the halting of operations for many
of our directly owned and franchised salons.
response, we announced on April 21, 2020 that most of our salons across the country would temporarily suspend operations until
May 6, 2020. Subsequently, after the emergency declaration was lifted on May 25, 2020, our salons gradually resumed operations,
and by September 2020, substantially all of our salons had resumed operations.
such strong market headwinds against a volatile business environment, we successfully achieved our planned initial public offering
("IPO") and listed our common shares in the form of American Depositary Shares on the Nasdaq Capital Market in the
United States on December 29, 2020. We raised 1,168,626 thousand yen in the offering, which provide an equity infusion that both
shored up our balance sheet and provided working capital to fuel growth in our business as we continue to rebound in 2021.
detail the primary business activities conducted by the Company during the fiscal year:
| 4 | In the specific medical checkup and health guidance business using our self-developed application LAV , we strengthened sales to health insurance associations (our contractors). We concluded outsourcing contracts with 23 health insurance associations as of the end of December 2020, supporting recurring revenue for the year ahead. | |
| 5 | We continue progress in developing MOTHER , a health tracker that does not require electric charging, including the development of a fully functional prototype. |
Results Under J-GAAP
a result, the Company posted net sales of 1,416,109 thousand yen ($13,494 thousand) resulting in a decrease of 332,885 thousand
yen ($3,172 thousand) year-on-year, and operating loss of 588,726 thousand yen ($5,610 thousand) resulting in a decrease of 602,793
thousand yen ($5,744 thousand) year on year. The Company posted ordinary loss of 949,541 thousand yen ($9,048 thousand) resulting
in a decrease of 903,877 thousand yen ($8,613 thousand) from the previous year. The Company posted a net loss of 1,079,651 thousand
yen ($10,288 thousand), resulting in a decrease of 769,493 thousand yen ($7,332 thousand) from the previous fiscal year (non-consolidated).
the future, the Company intends to use the proceeds raised through the IPO to rebuild existing stores' ability to attract customers
and the customer base that has been impacted by the spread of the new coronavirus infection. We also intend to use the proceeds
for business expansion, including continuous store development for further growth, category expansions into adjacent retail business
lines including hot spring bath facilities, a realization of economies of scale through the acquisition of other companies in
the same industry, and bolstering the technology and infrastructure behind our healthtech businesses. Simultaneously, we expect
to promote business efficiency by building and maintaining internal control systems and revamping core business systems, aiming
for a quick recovery in profitability and further improvement of business performance.
total amount of capital investment made during the current fiscal year was 228,712 thousand yen ($2,179 thousand). This capital
expenditure consists of 1) 67,795 thousand yen ($646 thousand) for the new office interior construction and purchase of assets