Notice Of 2013 Annual General Meeting Of Shareholders
Stock Code: 9983November 5, 2013To our Shareholders,Tadashi Yanai, Chairman, President & CEOFast Retailing Co., Ltd.717-1 Sayama, Yamaguchi City, Yamaguchi 754-0894, JapanNotice of 2013 Annual General Meeting of ShareholdersNotice is hereby given that Fast Retailing Co., Ltd. will hold the Annual General Meeting (AGM) forthe 52nd business year of operation (September 1, 2012 – August 31, 2013) on November 21, 2013.You are cordially invited to attend the AGM. However, if you are unable to attend on the designatedday, you can still ensure your shares are represented at the meeting by submitting a proxy vote inwriting. If you wish to do so, please read the enclosed documentation relating to the annualshareholders’ meeting and return the completed voting form to us. Please ensure the form reaches usno later than 6p.m. on Wednesday, November 20, 2013.1. Time and Date:2. Location:10 a.m., Thursday, November 21, 2013The conference hall at the Fast Retailing Yamaguchi head office,717-1 Sayama, Yamaguchi City, Yamaguchi 754-0894, Japan3. Order of Business:Reporting:Presentation and explanation of the business report, consolidatedfinancial statements and other financial documents for the 52nd yearof operation, or the year ended August 31, 2013.Proposals for ResolutionProposal:The election of 6 company ----------------------------- We would ask shareholders attending the AGM to submit their voting form at the reception desk. Fast Retailing Co., Ltd. publishes this notice of the AGM on the company nfo/meeting.html). Any revisions to the shareholders’ meeting referencematerials, business report, consolidated financial statements or other financial documents will be published on thecompany website.On behalf of the Board of Directors, I would like to express our appreciation for your continuedinvestment in Fast Retailing. I look forward to greeting as many of our shareholders as possible.Sincerely,(sign)Tadashi Yanai1
Business ReportFiscal 2013, or 52nd business year of operation, for the year ending August 31, 2013１. Fast Retailing Group Operations(1) Fiscal 2013 Operational Environment①Operational Performance and ProgressDuring the current consolidated accounting period spanning September 1, 2012 through August 31, 2013 (fiscal2013), the Fast Retailing Group managed to achieve gains in both revenue and income with consolidated salesreaching 1.1430 trillion ( 23.1% y/y), operating income reaching 132.9 billion ( 5.1%), ordinary income climbingto 148.9 billion ( 19.0%) and net income expanding to 90.3 billion ( 26.1%). This performance was generatedmainly by strong gains in both sales and income at the Group’s UNIQLO International and Global Brands segments.On the other hand, the gross profit to net sales margin at our mainstay UNIQLO Japan operation contracted in fiscal2013, leading to a fall in profit for that segment. We reported a significant foreign-exchange gain of 15.5bln onforeign-currency denominated assets following the comparative weakening of the Japanese currency in fiscal 2013.This factor fuelled the sharp rise in ordinary income for the Fast Retailing Group in fiscal 2013.Our mid-term vision is to become the world’s number one apparel retailer. To this aim, the Fast Retailing Group iscontinuing its drive to “promote globalization, strengthen Group management and refocus on entrepreneurialvalues.” In particular, we are channeling considerable effort into the expansion of UNIQLO’s global operations byaccelerating the number of international new store openings. The opening of global flagship stores in major citiesworldwide is helping to strengthen UNIQLO’s operational base, and we are also seeking to aggressively expand ourGU and Theory operations. In addition, we acquired J Brand, the leading U.S.-based premium denim label, as afully-owned subsidiary in December 2012.UNIQLO JapanUNIQLO Japan reported a rise in revenue and a fall in income in fiscal 2013, with sales expanding to 683.3billion ( 10.2% y/y) while operating income contracted to 96.8 billion (-5.4%). We focused our attention during thebusiness year on how to boost the number of customer visits to our stores. Our aggressive promotion of core ranges(our highly-functional HEATTECH winter innerwear, Ultra Light Down, Ultra Stretch Jeans, AIRism summerinnerwear, and our Steteco and Relaco light-weight ranges) through TV commercials and paper fliers successfullyboosted customer visits by a significant 12.0% year on year in fiscal 2013, and same-store sales consequentlyincreased by 7.3% year on year. However, on the income side, our gross profit to net sales margin suffered as a resultof the increased advertising activity, contracting 1.8 points year on year. Operating income also contracted 5.4% yearon year in fiscal 2013. Sales of heavily discounted ranges increased as price-sensitive customers directed theirbuying power towards these items, and we also had to cut prices at the end of the season in order to sell off excessstock. Both of these factors weighed on the gross profit margin. In addition, the SG&A to net sales ratio increased by0.6 point at UNIQLO Japan. However, this was due mainly to one-off expenses linked to the upgrade of our in-storefixtures and fittings, and also to the introduction of a new bonus payment system for store managers from April2013. At the end of August 2013, the total number of UNIQLO Japan stores (excluding the 19 franchise stores) stoodat 834 stores, a net increase of 10 stores compared to end August 2012.UNIQLO InternationalThe UNIQLO International segment generated significant gains in both revenue and income in fiscal 2013, withsales rising to 251.1 billion ( 64.0% y/y) and operating income reaching 18.3 billion ( 66.8%). The total numberof UNIQLO International stores had increased by 154 stores to 446 stores at the end of August 2013. Performancewas particularly strong in the region encompassing China, Hong Kong and Taiwan, with 102 new store numbersopening for business. This area generated sales of 125.0 billion and operating income of 13.5 billion. Theperformance of UNIQLO operations in Southeast Asia (Singapore, Malaysia, Thailand, the Philippines andIndonesia) exceeded our expectations, with 22 new stores opening for business during the business year. Thisincluded the opening of our first UNIQLO store in Indonesia in June. Elsewhere, UNIQLO Europe (U.K., Franceand Russia) performed to plan by breaking roughly even in fiscal 2013. UNIQLO USA opened a further four storesin shopping malls. However, the operating loss remained stubbornly close to the previous year’s level, as unseasonalweather in the second half of the fiscal year adversely affected sales, and the operation also incurred additionalupfront costs relating to the scheduled opening of 10 new stores in fall 2013.2
Global BrandsThe Global Brands segment generated gains in both sales and income in fiscal 2013, with sales totaling 206.2billion ( 34.8% y/y) and operating income reaching 17.4 billion ( 20.1%). Our GU low-priced, fashionablecasualwear brand generated particularly strong growth over the business year. Multiple new store openings anddouble-digit growth in same-store sales boosted overall sales for the GU brand to 83.7 billion and operating incometo 7.6 billion. Our stylish Theory fashion brand also generated gains in both sales and income, reporting anotherrecord profit in fiscal 2013. Our France-based women’s fashion brand, Comptoir des Cotonniers, reported theexpected rise in income in fiscal 2013, but fell short of expectations on the profit front, reporting a contraction inoperating income. J Brand, the U.S.-based premium denim label acquired by the Fast Retailing Group in December2012, generated the expected level of sales in fiscal 2013, but fell short of target in terms of operating income.Corporate Social Responsibility (CSR) ActivitiesThe Fast Retailing Group is heavily involved in global and regional CSR initiatives which seek to fulfil ourfundamental commitments to: 1) fulfil our social responsibility, 2) contribute to society, and 3) resolve socialproblems and create new value.As part of our activities to fulfil our social responsibility, we appoint external inspectors to regularly monitorworking conditions at our partner factories around Asia. We seek to ensure working environments are consistentlysafe, appropriate and healthy by eradicating any incidences of child labor or unpaid wages, and also introducingschemes to reduce environmental pollution. In addition, in August 2013, we signed the Accord on Fire and BuildingSafety in Bangladesh to which many international organizations also adhere. We are cooperating with over 80 othercommercial brands to protect workers in Bangladesh from fire or the potential collapse of factory buildings. We arealso working independently to strengthen the fire and safety procedures adopted by all of our partner factories inBangladesh.The Fast Retailing Group also operates a social business in Bangladesh which is designed to help address socialproblems such as poverty, sanitation, education and gender inequality by planning, producing and selling clothinglocally. Conducted jointly with Grameen Bank, the social business opened two Grameen UNIQLO stores in July inthe capital of Dhaka (the New Elephant Road store and the Banasree store). We hope to further contribute to thelocal economy by expanding employment opportunities and offering high-quality products at prices that local peoplecan afford.In terms of contributing to local society, our All-Product Recycling Campaign encourages UNIQLO and GUcustomers to bring any wearable items that they no longer need into our stores. We then distribute these clothes topeople who have a greater need for them, including refugees and other displaced persons worldwide. As of August31, 2013, we had collected 24.8 million items from stores in 10 countries, and we had donated 7.3 million items to34 countries and regions.② Capital ExpenditureCapital expenditure for the Fast Retailing Group totaled 39.6 billion in fiscal 2013, with 31.7 billion spent onbuildings, 5.2 billion spent on lease deposits for stores and 2.7 billion spent on financial assistance for constructionprojects.③ Procurement of FundsNo relevant items to report.④ Transfer of Operations, Absorption-type & Incorporation-type Company SplitsNo relevant items to report.⑤ Acquisition of Other CompaniesNo relevant items to report.⑥ Assumption of Rights and Obligations Relating to Non-Group Companies through Absorption or Absorption-typeCompany SplitsNo relevant items to report.⑦ Acquisition or Disposal of Stock or Other Equity Interests, Share Warrants in Other CompaniesNo relevant items to report.3
(2) Company Assets, Profit & Loss Statistics over the Past Three Accounting PeriodsMillions of yenFY2010Net SalesNet incomeEarnings per shareTotal 12507,287533,777595,102885,800Net assets287,987319,911394,892579,591Net assets per share2,804.343,091.173,797.045,489.864
(3) Major Subsidiary Firms of the Fast Retailing GroupCompany namePaid-in capital% of totalright tovoteUNIQLO CO.,LTD.\1,000,000,000100.00%UNIQLO (U.K.) LIMITEDGBP20,000,000100.00%FAST RETAILING(CHINA)TRADING CO.,LTD.US 20,000,000100.00%Fast Retailing USA, Inc.US 30,000,000100.00%KRW24,000,000,00051.00%HK 11,000,000100.00%FRL Korea Co., Ltd.UNIQLO HONG KONG, LIMITED100.00%CategoryUNIQLO nternational /Global .A.KoreaUNIQLOInternationalHong KongUNIQLOInternationalFranceUNIQLO FRANCE al l /Global BrandsFranceGlobal BrandsFranceGlobal BrandsFranceJapanFAST RETAILING FRANCE S.A.S.CREATIONS NELSON S.A.S.EUR2,600,000PETIT VEHICULE (100.00%)LINK THEORY JAPAN CO.,LTD.\10,000,000100.00%Global BrandsFAST RETAILING (SINGAPORE)PTE. LTD.SG O (SINGAPORE) PTE. LTD.SG )RussiaRUB510,010,000100.00%UNIQLOInternationalUS 30,000,000100.00%UNIQLOInternationalChinaUNIQLO TAIWAN LTD.NT 150,000,000100.00%UNIQLOInternationalTaiwanUNIQLO (MALAYSIA) SDN. InternationalChinaGlobal BrandsU.S.A.LLC UNIQLO (RUS)UNIQLO TRADING CO., LTD.(China)FAST RETAILING (SHANGHAI)TRADING CO., LTD.J Brand, Inc.US 35,000,000US ederationNotes:1.2.The newly established FAST RETAILING (SHANGHAI) TRADING CO., LTD. and the newly acquired J Brand, Inc. have both beenincluded in the Group’s scope of consolidation from fiscal 2013.In the column listing the ratio of voting rights, the figure in parentheses denotes the ratio of voting rights held by the Group subsidiary.5
(4) Current Challenges Facing the Fast Retailing Group① Promote the Group’s Global One Management PlatformStrengthen the functioning of individual regional headquarters based in Tokyo, New York, Paris, Shanghai andSingapore and improve systems in order to promote the Group’s Global One management platform across allUNIQLO and non-UNIQLO operations②Global Development of the UNIQLO Brand・Expand store numbers in Asian markets, including China and Hong Kong, Taiwan, South Korea, Singapore,Malaysia, Thailand , the Philippines and Indonesia.・Open global flagship stores and global hotspot stores in major cities around the world・Open large-format stores in major cities across Japan・Nurture global personnel in line with the globalization of UNIQLO operations・Develop highly functional, value-added products・Cultivate vibrant women’s wear product development for stronger ranges・Forge global marketing that unites UNIQLO operations worldwide③Expand Other Group Brands・Cultivate operational management expertise in the design, manufacture, and store planning of low-priced apparelto benefit and strengthen the g.u. brand・Boost operational efficiency and broaden potential store coverage areas by pursuing synergies among Theory,Comptoir des Cotonniers ,Princesse tam.tam and J Brand operations・Seek M&A opportunities worldwide to acquire new apparel brands with global brand potential④ Promote Effective CSR ActivitiesFast Retailing’s basic CSR stance is to seek to make the world a better place through the design, manufacture andretail of clothing, and we are currently pursuing this aim through:・the running of a social business in Bangladesh・the dramatic expansion of the number of items of clothing collected through our All-Product Recycling Campaignand distributed to refugee camps around the world・Continued consistent monitoring of working conditions and environmental pollution at partner factories・Efforts to design environmentally-friendly products and stores(5) Major Business Activities (as of August 31, 2013)The Fast Retailing Group comprises Fast Retailing Co., Ltd., 98 consolidated subsidiary firms and eight nonconsolidated subsidiary firms, all involved principally in operation associated with the apparel industry.6
(6) Location of Major Operations (as of August 31, 2013)Company nameLocationFAST RETAILING CO., LTD.Head office：Yamaguchi-city YamguchiHead quarter：Minato-ku TokyoHead office：Yamaguchi-city YamguchiUNIQLO CO., LTD.Head quarter：Minato-ku TokyoOwn storesFranchisestores4―8341910―UNIQLO (U.K.) LIMITEDHead office：London UKFAST RETAILING(CHINA)TRADINGCO., LTD.Head office：Shanghai China206―UNIQLO TRADING CO., LTD. (China)Head office：Shanghai China19―Fast Retailing USA, Inc.Head office：New York, USA53―FRL Korea Co., Ltd.Head office：Seoul, Republic of Korea105―UNIQLO HONG KONG, LIMITEDHead office：Hong Kong18―UNIQLO FRANCE S.A.S.Head office：Paris, France3―UNIQLO (SINGAPORE) PTE. LTD.Head office：Singapore12―LLC UNIQLO (RUS)Head office：Moscow, Russian Federation2―214―Head office：Yamaguchi-city YamguchiG.U.CO.,LTD.Head quarter：Minato-ku TokyoCREATIONS NELSON S.A.S.Head office：Paris, France169198PETIT VEHICULE S.A.S.Head office：Paris, France10446261112LINK THEORY JAPAN CO.,LTD.Head office：Yamaguchi-city YamguchiHead quarter：Minato-ku TokyoUNIQLO TAIWAN LTD.Head office：Taipei, Taiwan37―UNIQLO (MALAYSIA) SDN. BHD.Head office：Kuala Lumpur, Malaysia10―UNIQLO (THAILAND)LIMITEDHead office：Bangkok, Kingdom ofThailand10―FAST RETAILING PHILIPPINES, INC.Head office：Pasay, Republic of thePhilippines6―PT. FAST RETAILING INDONESIAHead office：Jakarta, Indonesia1―COMPANY※Breakdown of store numbers for Fast Retailing USA, Inc.:UNIQLO: 7 storesLink Theory: 38 storesComptoir Des Cotonners: 8 stores7
(7) Group Employment (as of August 31, 2013)①Employees of the Fast Retailing GroupNumber of EmployeesChange v. end August 201223, 982 5,128Note: The number of employees does not include entrusted operating officers, junior employees, part-time workers or temporary staff secondedfrom other companies.②Employees of Fast Retailing Co., Ltd.Number ofChange v. end AugustEmployees2012924 143Average Years ofServiceAverage Age37 years 2 months5 years 3 monthsNote: The number of employees does not include entrusted operating officers, junior employees, part-time workers or temporary staff secondedfrom other companies.(8) Major lenders to the Fast Retailing Group (as of August 31, 2013)LenderTotal BorrowingsSumitomo Mitsui Financial Group17,576 million yenMizuho Financial Group, Inc.3,125 million yen(9) Miscellaneous Significant Items Relating to the Fast Retailing GroupNo relevant items to report.8
２. Company Review(1) Shareholdings (As of August 31, 2013)① Number of shares authorized② Number of issued shares③ Number of shareholders④ Number of shares per trading unit⑤ Principal shareholdersNameTadashi YanaiThe Master Trust Bank of Japan, Ltd.(Trust account)Japan Trustee Services Bank, Ltd.(Trust account)300,000,000106,073,6568,833100Principal Shareholders% of total sharesNumber of sharesin issue22,987 thousand shares22.56％10,009 thousand shares9.82％8,998 thousand shares8.83％TTY Management B.V.5,310 thousand shares5.21％Kazumi Yanai4,781 thousand shares4.69％Koji Yanai4,780 thousand shares4.69％Fight & Step Co., Ltd.4,750 thousand shares4.66％MASTERMIND Co., Ltd.3,610 thousand shares3.54％Trust&Custody Services Bank, LTD.2,620 thousand shares2.57％Teruyo Yanai2,327 thousand shares2.28％Note: The investment ratio is calculated following the deduction of treasury stock (4,177,164 shares).9
(2) Stock Options (Share Warrants) (As of August 31, 2013)①Stock-based Compensation for DirectorsNo relevant items to report.②Stock-based Compensation for Employees in Fiscal 2013Third Issuance of Type A Stock Options (Share Warrants)Resolution dateType & number ofstock used for stockoptionsAmount to be paid inon exercise of stockoptions (yen)October 11, 2012Common stock 10,793 sharesOne yen per share issued through the exercise of stock optionsmultiplied by the total number of shares grantedExercise periodFrom November 13, 2015 through November 12, 2022Items relating to theexercise of stockoptionsIf the holder of share warrants waives their holdings, then thesaid share warrants will no longer be exercisable and will bedissolvedEmployees of FastRetailing Co., Ltd.Type & number ofRecipientsAssignment of stockoptionsEmployees ofFast RetailingCo., Ltd.subsidiary firmsNumber of share warrants:8,868Number of target shares:Number of recipients:8,86818Number of share warrants: 1,925Number of target shares:1,925Number of recipients:8The holding of stock options through the assignment of sharewarrants must be approved the by Fast Retailing Board ofDirectorsItems relating to thetender of other moniesin lieu of the Amountto Paid in－10
Third Issuance of Type B Stock Options (Share Warrants)Date of resolutionOctober 11, 2012Type & number ofstock used for stockoptionsCommon stock 39,673 sharesNumber of shares51,422 shares maximumAmount to be paid inon exercise of stockoptions (yen)One yen per share issued through the exercise of stockoptions multiplied by the total number of shares grantedExercise periodFrom December 13, 2012 through November 12, 2022Items relating to theexercise of stockoptionsIf the holder of share warrants waives their holdings, thenthe said share warrants will no longer be exercisable andwill be dissolvedType & number ofRecipientsAssignment of stockoptionsEmployees of FastRetailing Co., Ltd.Employees of FastRetailing Co., Ltd.subsidiary firmsNumber of share warrants:7,371Number of target shares:Number of recipients:7,371136Number of share warrants: 32,302Number of target shares: 32,302Number of recipients:615The holding of stock options through the assignment ofshare warrants must be approved the by Fast RetailingBoard of DirectorsItems relating to thetender of othermonies in lieu of theAmount to Paid in－11
(3) Corporate Executive Officers①Company Directors and Statutory Auditors (as of August 31, 2013)Position2.3.4.5.6.Responsibilities and important concurrent positions at otherorganizationsChairman, President and CEOTadashi YanaiChairman, President and CEO, UNIQLO CO., LTD.and director of 17 other Fast Retailing Group subsidiariesExternal Director, SOFTBANK CORP.External Director, Nippon Venture Capital Co., Ltd.External DirectorToru HambayashiDirector, MAEDA CORPORATIONOutside Director, DAIKYO INCORPORATEDAuditor, UNITIKA Ltd.External DirectorNobumichi HattoriExternal Director, Miraca Holdings Inc.External DirectorToru MurayamaAdvisor, Microsoft Japan Co., Ltd.President, Office MurayamaExternal DirectorMasaaki ShintakuAdvisory Board Member, NTT DOCOMO, INC.External Director, COOKPAD Inc.External DirectorTakashi NawaPresident, Genesis PartnersExternal Director, NEC Capital SolutionsFull-time Corporate AuditorAkira TanakaFull-time Corporate AuditorMasaaki ShinjoAuditor, Fast Retailing (China) Trading Co., Ltd.and five other FR subsidiariesTakaharu YasumotoStatutory Auditor, UNIQLO CO., LTD.Statutory Auditor, LINK THEORY JAPAN CO., LTD.Statutory Auditor, ASKUL CorporationPresident, Yasumoto CPA OfficeStatutory Auditor, UBIC, Inc.Statutory AuditorAkira WatanabeRepresentative, Seiwa Meitetsu Law OfficeExternal Director, JAPAN PILE CORPORATIONExternal Director, MAEDA CORPORATIONExternal Director, MS&AD Insurance Group Holdings, Inc.Statutory Auditor, KADOKAWA GROUP HOLDINGS, INC.External Director, Dunlop Sports Co., Ltd.Statutory AuditorKeiko KanekoStatutory Auditor, UNIQLO CO., LTD.Partner, Anderson, Mori & TomotsuneStatutory Auditor, The Asahi ShinbunStatutory AuditorNotes: 1.Name－Toru Hambayashi, Nobumichi Hattori, Toru Murayama, Masaaki Shintaku and Takashi Nawa serve as external directors as stipulated inArticle 2, Section 15 of the Companies Act. Toru Hambayashi, Nobumichi Hattori and Masaaki Shintaku are registered at the TokyoStock Exchange as independent directors.Director Toru Murayama is the president of Office Murayama. Fast Retailing Co., Ltd. currently has a consulting subcontract withOffice Murayama relating to the training of management personnel.Takaharu Yasumoto, Akira Watanabe and Keiko Kaneko are external auditors as stipulated under Article 2, Section 15 of the CompaniesAct and are registered with the Tokyo Stock Exchange to serve as independent directors.Statutory auditor Takaharu Yasumoto is a certified accountant with considerable knowledge of financial affairs and accounting.UNIQLO Co., Ltd. and Link Theory Japan Co., Ltd. are fully-owned subsidiaries of Fast Retailing Co., Ltd.There are no specific interests between Fast Retailing Co., Ltd. and any of the other companies at which directors hold concurrent posts.12
②Total Remuneration to Company Directors and AuditorsPayment( mln)NumberCompany Directors(including externaldirectors)Auditors(including externalauditors)Total(including externalexecutives)Remarks6(5)447(47)Maximum annualremuneration total of 1,000million yen determined atthe AGM held November24, 20066(4)61(31)Maximum annualremuneration total of 100million yen determined atthe AGM held November26, 200312(9)508(78)Notes: 1. In fiscal 2012, the total remuneration received by external directors holding concurrent directorships at subsidiary firms was 10 million.2. The total remuneration offered to company auditors includes the amount paid to one company auditor who resigned from his post at theclose of the Fiscal 2012 Annual General Meeting of Shareholders held on November 22, 2012. The number of company directors in fiscal2013 totals four directors and five auditors.③Items Relating to External DirectorsRelationship between Fast Retailing and Companies Where External Directors Hold Concurrent PostsAs stated in the previous segment entitled: ① Company Directors and Statutory Auditorsb. Main Activities During Fiscal hintakuDirectorTakashiNawaActivitiesAttended all 13 Board of Directors’ meetings where hevoiced opinions on the meeting agenda from a corporatemanagement standpoint, and offered guidance andsuggestions to ensure the Board’s decision-making wasboth reasonable and appropriate.Attended all 13 Board of Directors’ meetings where hevoiced opinions based upon his expertise in M&A research,and offered guidance and suggestions to ensure the Board’sdecision-making was both reasonable and appropriate.Attended all 13 Board of Directors’ meetings where hevoiced opinions from a management consulting standpoint,and offered guidance and suggestions to ensure the Board’sdecision-making was both reasonable and appropriate.Attended all 13 Board of Directors’ meetings where hevoiced opinions from a corporate management standpoint,and offered guidance and suggestions to ensure the Board’sdecision-making was both reasonable and appropriate.Following his appointment on November 22, 2012, hehas attended all 10 Board of Directors’ meetings where hevoiced opinions from a management consulting standpoint,and offered guidance and suggestions to ensure the Board’sdecision-making was both reasonable and appropriate.13
atanabeAuditorKeikoKanekoActivitiesAttended all of the 13 Board of Directors’ meetings and14 Board of Auditors’ meetings. He commented onproceedings at the Board of Directors’ meetings as acertified accountant to ensure the Board’s decision-makingwas both reasonable and appropriate. He also made relevantand necessary comments on Company and Group auditing atthe Board of Auditors’ meetings.Attended 12 of the 13 Board of Directors’ and Attended11 of the 14 Board of Auditors’ meetings. He commented onproceedings at the Board of Directors’ meetings from aspecialist legal standpoint, thus helping to ensure theBoard’s decision-making was both reasonable andappropriate. He also made relevant and necessary commentson Company and Group auditing at the Board of Auditors’meetings.Following her appointment on November 22, 2012, shehas attended all 10 Board of Directors’ meetings and all 11Board of Auditors’ meetings. She commented onproceedings at the Board of Directors’ meetings from a legalstandpoint, thus helping to ensure the Board’s decisionmaking was both reasonable and appropriate. She also maderelevant and necessary comments on Company and Groupauditing at the Board of Auditors’ meetings.Outline of External Directors’ Limited Liability ContractFast Retailing Co., Ltd. has signed a limited liability contract with external directors and statutory auditorsbased upon the provisions of Article 427, paragraph 1 of the Companies Act which limit liability for damages asstipulated in Article 423, paragraph 1 of the Companies Act.The contract states that liability for damages for all external directors and auditors will be limited to the higherof two figures: either 5 million yen or the amount stipulated by law.14
(4) Corporate Auditorsa. Appointed Accounting Auditorb.Ernst & Young ShinNihon LLCTotal Fees Paid to the Accounting Auditor in Fiscal 2012(1) Fees to be paid to the accounting auditor by the Company 107 million(2) Monies and other property benefits to be paid to the accounting auditorby the Company and consolidated subsidiaries 168 million※1 The audit contracted agreed between Fast Retailing Co., Ltd. and Ernest & Young ShinNihon LLC does notdistinguish between fees due to the auditor based on auditing rules stipulated in the Companies Act and thosestipulated in the Financial Instruments & Exchange Act. Since it is not possible to distinguish these two sets offees in any practical way, remuneration paid to the auditor in fiscal 2012 represents the total amount of feesstipulated by the two Acts.※2 Nineteen major subsidiaries of the Company have appointed different auditors, including audits required by lawin locations outside of Japan and which correspond to the Japanese Companies Act or the Financial Instruments& Exchange Act.c.Non-audit ServicesIn addition to the services stipulated in Article 2, paragraph 1 of the Certified Public Accounts Act, theCompany also pays fees to the auditor for non-audit services such as advisory services.d.Company Policy on Dismissal or Refusal to Reappoint an AuditorThe Board of Auditors can dismiss an accounting auditor if they unanimously agree that there has been a breachof service that corresponds to the items listed in Article 340, paragraph 1 of the Companies Act. In such an event,a designated member of the Board of Auditors will report the reasons for the dismissal of the accounting auditor atthe next annual general meeting of shareholders.In the event that the accounting auditor is unable to fully execute its designated duties, if the Board of Directorsdeems it necessary, it can seek the agreement of the Board of Auditors or ask the Board of Auditors to submit arequest to dismiss or refuse to reappoin
Fast Retailing Co., Ltd. 717-1 Sayama, Yamaguchi City, Yamaguchi 754-0894, Japan Notice of 2013 Annual General Meeting of Shareholders Notice is hereby given that Fast Retailing Co., Ltd. will hold the Annual General Meeting (AGM) for the 52nd business year of operation (S
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