Full Press Release Details
[This is an English translation of the original issued in Japanese]
This document has been translated from 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.
| Kohji Eguchi | |
| President and CEO | |
| MEDIROM Healthcare Technologies Inc. | |
| Tradepia Odaiba | |
| 2-3-1 Daiba, Minato-ku, | |
| Tokyo, Japan, 135-0091 |
Notice of Convocation of the 22nd Ordinary General
Meeting of Shareholders
to be held on March 29, 2022
We inform you that the 22nd 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 Tuesday, March 29, 2022 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 Monday, March 28, 2022.
Details of the 22nd Ordinary General Meeting
Matters to be resolved:
Proposal 1: To elect four (4) Directors
Proposal 2: To elect one (1) Corporate Auditor
Proposal 3: Granting of Retirement Benefits to Retiring
The outline of the agenda is as described in the following "Reference
Materials Concerning Solicitation of Proxy Voting Rights."
[This is an English translation of the original issued in Japanese]
[This is an English translation of the original issued in Japanese]
Continuation of the 22nd Ordinary General Meeting
Company originally planned to report its Business Report and the Non-Consolidated Audited Financial Statement for the fiscal year ending
December 31, 2021 (the "2021 Financial Statements") to its shareholders at the 22nd Ordinary General Meeting of Shareholders
("AGM") to be held on March 29, 2022. However, the outbreak of the Omicron strain of COVID-19 within the Company and the various
challenges imposed by remote working methods have contributed to an unusual account closing process and significant delays in the audit
process. Therefore, it became impossible for the Company to present the Business Report and the 2021 Financial Statements at this AGM
to be held on March 29, 2022.
a result, the Company and the Board of Directors have comprehensively determined that it is in the best interest of the Company and the
shareholders to hold the AGM within the period specified in the Company's Articles of Incorporation to resolve the matters to be
resolved and to hold a continued meeting (the "Continued Meeting") to report the Business Report and the 2021 Financial Statements
as soon as practicable.
the Company proposes to the shareholders that the Continued Meeting will be promptly convened upon completion of the necessary account
settlement to report on the matters for the 22nd fiscal year, and to entrust the Board of Directors with holding the Continued Meeting
(the "Proposal"). If this proposal is approved at the AGM, the Company intends to hold the Continued Meeting by sending the
meeting notice to all shareholders separately after the AGM.
Continued Meeting is a part of this AGM and the shareholders who are eligible to attend and vote at this AGM may attend the Continued
[This is an English translation of the original issued in Japanese]
Reference Documents for Solicitation of Proxy
Kouji Eguchi, President and CEO
Proposal 1: To elect four (4) Directors
The terms of office of all four (4) Directors will expire
at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, we are seeking to elect four (4) 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 December 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 Co. Ltd.'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 Shares Class A Common Share: 1 Share |
| Fumitoshi Fujiwara (December 28, 1965 | March 1989: Bachelor in Law, Meiji Gakuin University April 1989: Shuwa Corporation 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 |
| 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 |
[This is an English translation of the original issued in Japanese]
* There is no special interest between each candidate and
* The Company has obtained the consent of each candidate
to assume the office, subject to the approval of this agenda.
* The Company has purchased a liability insurance policy
for the directors and officers as stipulated under Article 430-3, Paragraph 1 of the Companies Act, which provides that the insured shall
be liable for damages and litigation expenses incurred by the insured in connection with the performance of his/her duties under the law.
All premiums are paid by the Company. If the candidate is elected as a director, he/she will be included as an insured under the policy
and the policy will be renewed with the same coverage during his/her term of office.
Proposal 2: To elect one (1) Corporate Auditor
Minekazu Shimada will retire from the
position of Corporate Auditor of the Company at the conclusion of this Ordinary General Meeting of Shareholders. Therefore, the Company
proposes the election of Toshiaki Komatsu as the Corporate Auditor of the Company as provided below. The Board of Corporate Auditors has
given its consent to this proposal.
| Name (Date of Birth) | Biography, Position, Responsibilities, and Significant Concurrent Positions, etc. | Number of Shares Held ( as of December 31, 2021) |
| Toshiaki Komatsu (December 23, 1973) | March 1998: Master of Science, Graduate School of Engineering Science, Osaka University April 1998: Fujitsu Limited January 2002: Founder and Director, Photocreate Co., Ltd. July 2013: Listed Photocreate Co., Ltd. on Mothers, Tokyo Stock Exchange September 2014: Resigned as Director of Photocreate Co., Ltd. October 2017: Chairman of the Board of Directors, Photocreate Taiwan Corp. | NIL |
* There is no special interest between each candidate and
* The candidate is an Outside Corporate Auditor.
* The Company has obtained the consent of each candidate
to assume the office, subject to the approval of this agenda.
* The Company has purchased a liability insurance policy
for the directors and officers as stipulated under Article 430-3, Paragraph 1 of the Companies Act, which provides that the insured shall
be liable for damages and litigation expenses incurred by the insured in connection with the performance of his/her duties under the law.
All premiums are paid by the Company. If the candidate is elected as a director, he/she will be included as an insured under the policy
and the policy will be renewed with the same coverage during his/her term of office.
Proposal 3: Granting of Retirement Benefits to Retiring Corporate
propose to pay JPY10,000,000 to Minekazu Shimada, who is retiring as the Corporate Auditor of the Company, at the conclusion of this Ordinary
General Meeting of Shareholders, in recognition of his contributions to the Company and to reward his services during his term of office.
The Board of Corporate Auditors has given its consent to this proposal. The details, such as payment timing, method, etc., shall be left
to the discretion of the corporate auditors.
Our Board of Directors unanimously recommends that you vote
"FOR" each of the proposals presented above.