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Fast Retailing Year-End Report 2023

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221 views201 pages

Fast Retailing Year-End Report 2023

Uploaded by

Yến Linh
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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FAST RETAILING CO., LTD.

迅 銷 有 限 公 司

Year-end Report 2022/23


2022.9.1–2023.8.31
Stock Code: 6288
Contents
1. Corporate Information 1

2. Financial Highlights 2

3. Corporate Profile 4

4. Management Discussion and Analysis 14

5. Capital Expenditures 44

6. Stock Information and Dividend Policy 47

7. Corporate Governance Report 68

8. Board of Directors 78

9. Financial Information 99

Consolidated Financial Statements 100

(1) Consolidated statement of financial position 100

(2) Consolidated statement of profit or loss 102

(3) Consolidated statement of comprehensive income 103

(4) Consolidated statement of changes in equity 104

(5) Consolidated statement of cash flows 106

(6) Notes to the consolidated financial statements 108

Non-Consolidated Financial Statements 181

(1) Balance sheet 181

(2) Statement of income 183

(3) Statement of changes in net assets 184

(4) Notes 186

(5) Supplementary schedule 190

(6) Main details of assets and liabilities 191

(7) Others 191

Independent Auditor’s Report (Group) 192

Independent Auditor’s Report (Company) 195

Internal Control Report 198

Confirmation Note 199


1. Corporate Information
Board of Directors Principal Place of Business in Japan
Representative Executive Director Midtown Tower 9-7-1
Tadashi Yanai (Chairman, President and CEO) Akasaka, Minato-ku
Tokyo 107-6231
Japan
Executive Directors
Takeshi Okazaki Principal Place of Business in Hong Kong
Kazumi Yanai 702–706, 7th Floor, Mira Place Tower A
Koji Yanai No. 132 Nathan Road
Tsim Sha Tsui
Independent Non-executive Directors Kowloon
Nobumichi Hattori Hong Kong
Masaaki Shintaku
Naotake Ono HDR Registrar and HDR Transfer Office
Kathy Mitsuko Koll (aka Kathy Matsui) Computershare Hong Kong Investor Services Limited
Joji Kurumado Shops 1712–1716, 17th Floor
Yutaka Kyoya Hopewell Centre
183 Queen’s Road East
Audit & Supervisory Board Wanchai
Masaaki Shinjo Hong Kong
Masumi Mizusawa
Tomohiro Tanaka (appointed on 30 November 2023) Stock Code
Keiko Kaneko (External) Hong Kong: 6288
Takao Kashitani (External) Japan: 9983
Masakatsu Mori (External)
Website Address
Company Secretary http://www.fastretailing.com
Shea Yee Man

Independent Auditor
Deloitte Touche Tohmatsu LLC

Principal Banks
Sumitomo Mitsui Banking Corporation
MUFG Bank, Ltd.
Mizuho Bank, Ltd.
The Hong Kong and Shanghai Banking Corporation Limited

Registered Office and Headquarters


10717-1 Sayama
Yamaguchi City
Yamaguchi 754-0894
Japan

- 1 -
2. Financial Highlights
A. Consolidated Financial Summary
International Financial Reporting Standards (“IFRS”)
Term
58th Year 59th Year 60th Year 61st Year 62nd Year
Year ended Year ended Year ended Year ended Year ended
Accounting Period 31 August 31 August 31 August 31 August 31 August
2019 2020 2021 2022 2023
Revenue (Millions of yen) 2,290,548 2,008,846 2,132,992 2,301,122 2,766,557

Operating profit (Millions of yen) 257,636 149,347 249,011 297,325 381,090


Profit before income taxes (Millions of
252,447 152,868 265,872 413,584 437,918
yen)
Profit attributable to owners of the
162,578 90,357 169,847 273,335 296,229
Parent (Millions of yen)
Comprehensive income attributable to
140,900 110,134 215,309 554,833 423,601
owners of the Parent (Millions of yen)
Equity attributable to owners of the
938,621 956,562 1,116,484 1,561,652 1,821,405
Parent (Millions of yen)
Total assets (Millions of yen) 2,010,558 2,411,990 2,509,976 3,183,762 3,303,694
Equity per share attributable to owners
9,196.61 9,368.83 10,930.42 5,093.97 5,939.33
of the Parent (Yen)
Basic earnings per share for the year
1,593.20 885.15 1,663.12 891.77 966.09
(Yen)
Diluted earnings per share for the year
1,590.55 883.62 1,660.44 890.43 964.48
(Yen)
Ratio of equity attributable to owners
46.7 39.7 44.5 49.1 55.1
of the Parent to total assets (%)
Ratio of profit to equity attributable to
18.0 9.5 16.4 20.4 17.5
owners of the Parent (%)
Price earnings ratio (times) 39.1 71.5 43.6 30.6 34.7
Net cash generated by operating
300,505 264,868 428,968 430,817 463,216
activities (Millions of yen)
Net cash (used in) / generated by
(78,756) (75,981) (82,597) (212,226) (574,402)
investing activities (Millions of yen)
Net cash (used in) / generated by
(102,429) (183,268) (302,985) (213,050) (364,562)
financing activities (Millions of yen)
Cash and cash equivalents at end of
1,086,519 1,093,531 1,177,736 1,358,292 903,280
year (Millions of yen)
Number of employees: 56,523 57,727 55,589 57,576 59,871
(Separate, average number of
(80,758) (70,765) (63,136) (56,113) (54,349)
temporary employees)
(Notes) 1. FAST RETAILING CO., LTD and its consolidated subsidiaries (the “Group”) prepare the consolidated financial statements
in accordance with IFRS.
2. Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. Equity per share attributable to owners of the
Parent, basic earnings per share, and diluted earnings per share have been calculated assuming this stock split was conducted at
the beginning of the previous fiscal year.

- 2 -
B. Non-Consolidated Financial Summary
Term 58th Year 59th Year 60th Year 61st Year 62nd Year
Year ended Year ended Year ended Year ended Year ended
Accounting period 31 August 31 August 31 August 31 August 31 August
2019 2020 2021 2022 2023
Operating revenue (Millions of yen) 184,910 156,356 278,605 283,165 327,932

Ordinary profit (Millions of yen) 106,000 78,211 208,221 295,957 251,097

Net income (Millions of yen) 106,113 62,422 175,286 258,203 209,145

Capital stock (Millions of yen) 10,273 10,273 10,273 10,273 10,273

Total number of shares issued (shares) 106,073,656 106,073,656 106,073,656 106,073,656 318,220,968

Total net assets (Millions of yen) 521,706 538,954 667,569 877,273 1,012,475

Total assets (Millions of yen) 1,054,758 1,063,356 1,100,398 1,362,278 1,392,070

Equity per share (Yen) 5,053.07 5,207.74 6,463.08 2,836.19 3,279.26

Dividends per share 480.00 480.00 480.00 206.67 290.00


(Figures in parentheses indicate
(240.00) (240.00) (240.00) (93.33) (125.00)
interim dividends) (Yen)
Basic earnings per share (Yen) 1,039.87 611.50 1,716.37 842.40 682.08

Diluted earnings per share (Yen) 1,038.14 610.44 1,713.61 841.14 680.95

Equity ratio (%) 48.9 50.0 60.0 63.8 72.2

Earnings on equity (%) 21.8 11.9 29.4 33.8 22.3

Price earnings ratio (Times) 59.5 103.5 42.3 32.4 49.1

Dividend ratio (%) 46.2 78.5 28.0 24.5 42.5

Number of employees: 1,389 1,589 1,617 1,698 1,707


(Separate, average number of
(11) (8) (10) (12) (13)
temporary employees) (Persons)
Total shareholder return (%) 121.1 124.0 142.8 162.2 199.5
(Compared with TOPIX Total
(89.2) (97.9) (121.2) (124.3) (151.7)
Return Index) (%)
37,550
Highest share price (Yen) 70,230 70,180 110,500 88,230
(86,920)
26,410
Lowest share price (Yen) 47,040 39,910 62,860 54,310
(71,070)
(Notes) 1. The highest and lowest share prices were recorded on the Tokyo Stock Exchange (Prime Market) on and after April 4, 2022,
and prior to that, on the Tokyo Stock Exchange (1st Section).
2. Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. Equity per share, dividends per share (figures
in parentheses indicate interim dividends), basic earnings per share, and diluted earnings per share have been calculated
assuming this stock split was conducted at the beginning of the previous fiscal year. Highest and lowest share price of 62nd
Year are after stock split, and the number in () indicate highest and lowest share price before stock split.

- 3 -
3. Corporate Profile
A. History
In March 1949, Hitoshi Yanai, the father of our current Chairman, President, and CEO Tadashi Yanai, founded Men’s Shop Ogori
Shoji in Ube City, Yamaguchi Prefecture. To solidify the management foundation, the business later became incorporated in May
1963 under the name Ogori Shoji Co., Ltd.

In June 1984, the Fukuromachi Store, a store specializing in casual clothing, opened its doors in Hiroshima City, Hiroshima
Prefecture as the first UNIQLO.

The Company’s history:


Date Summary

May 1963 Tadashi Yanai takes over the family business and transforms it into Ogori Shoji Co., Ltd., capitalized
at 6 million yen, with headquarters at 63-147 Ogushi Village, Ube City, Yamaguchi Prefecture (now
2-12-12 Chuo-cho, Ube City, Yamaguchi Prefecture).
June 1984 UNIQLO’s first location, the Fukuromachi Store, opens in Hiroshima (closed in 1991), marking the
move into casual wear retailing with stores named UNIQLO.
September 1991 Ogori Shoji Co., Ltd. changes its name to FAST RETAILING CO., LTD., to embody its approach to
business.
April 1992 The main Ogori Shoji store, selling menswear, is converted to the UNIQLO Onda store (closed in
2001).
All the stores are completely renovated as casual clothing stores matching the UNIQLO brand.
April 1994 The number of UNIQLO stores in Japan rises above 100 (109 directly operated stores, 7 franchises).
July 1994 FAST RETAILING CO., LTD. lists its shares on the Hiroshima Stock Exchange.
April 1997 FAST RETAILING CO., LTD. lists its shares on the second section of the Tokyo Stock Exchange.
February 1998 Construction of the head office is finished (717-1 Sayama, Yamaguchi City, Yamaguchi Prefecture) to
expand the Company’s headquarters capacity.
November 1998 The first urban UNIQLO store opens in Shibuya-ku, Tokyo (UNIQLO Harajuku store, closed in
2007).
February 1999 FAST RETAILING CO., LTD. lists its shares on the first section of the Tokyo Stock Exchange.
April 1999 UNIQLO Shanghai office opens to further enhance production management.
April 2000 Tokyo headquarters opens in Shibuya-ku, Tokyo.
October 2000 Online store launches to open a new sales channel and make shopping easier for customers.
March 2001 Fast Retailing establishes the Social Contribution Office.
September 2001 FAST RETAILING (U.K) LTD. opens first four UNIQLO stores in London.
December 2001 Starts providing clothing support to Afghan refugees.
September 2002 Fast Retailing (Jiangsu) Apparel Co., Ltd. opens first two UNIQLO China stores in Shanghai.
January 2004 FAST RETAILING CO., LTD. invests in LINK HOLDINGS CO., LTD. (now LINK THEORY
JAPAN CO., LTD.), the developer of Theory brand business apparel.
May 2004 Starts monitoring working environments at partner factories.
August 2004 Capital reserves of ¥7 billion integrated into capital, increasing total capital to ¥10.273 billion.
November 2004 Establishment of UNIQLO USA, Inc.
March 2005 Establishment of UNIQLO HONG KONG, LIMITED.
April 2005 Establishment of FR FRANCE S.A.S. (now FAST RETAILING FRANCE S.A.S.) and GLOBAL
RETAILING FRANCE S.A.S. (now UNIQLO EUROPE LIMITED).
May 2005 Acquires management control of Nelson Finance S.A.S. (now CRÉATIONS NELSON S.A.S.), the
developer of the COMPTOIR DES COTONNIERS brand, and makes it a subsidiary.
November 2005 Adopts a holding company structure to reinforce the UNIQLO brand and develop new business
opportunities.
December 2005 Fast Retailing Establishes Group CSR Department.
February 2006 Makes equity investment in, and makes a subsidiary of, PETIT VEHICULE S.A.S. (now
PRINCESSE TAM. TAM S.A.S.), developer of PRINCESSE TAM.TAM, a well-known brand of
lingerie in France.

- 4 -
Date Summary

March 2006 Establishes G.U. CO., LTD. to manage a new brand of less expensive casual clothing to follow
UNIQLO.
September 2006 Starts All-Product Recycling Campaign (which becomes RE.UNIQLO from 2020).
November 2006 UNIQLO Soho New York Store opens as the brand’s first global flagship store.
November 2007 UNIQLO 311 Oxford Street Store opens in London as the brand’s first global flagship store in
Europe.
December 2007 First UNIQLO France store opens in the Paris suburbs La Defense.
March 2009 LINK THEORY HOLDINGS CO., LTD. (now LINK THEORY JAPAN CO., LTD.) becomes a
subsidiary through a takeover bid.
April 2009 First UNIQLO Singapore store opens in the Tampines 1 Mall (closed in 2021).
October 2009 UNIQLO Paris Opera Store opens in France as a global flagship store.
March 2010 UNIQLO establishes a wholly owned subsidiary in Taiwan.
April 2010 First UNIQLO Russia store, UNIQLO Atrium, opens in Moscow.
May 2010 UNIQLO Shanghai West Nanjing Road Store opens in China as a global flagship store.
October 2010 First UNIQLO Taiwan store opens in Taipei.
November 2010 First UNIQLO Malaysia store opens in Kuala Lumpur.
February 2011 Fast Retailing agrees to conclude a global partnership with the United Nations High Commissioner
for Refugees (UNHCR) to strengthen All-Product Recycling Campaign and other activities.
September 2011 First UNIQLO Thailand store opens in Bangkok.
October 2011 UNIQLO Fifth Avenue Store opens in New York as a global flagship store.
November 2011 UNIQLO Myeongdong Jungang Store opens in Seoul, South Korea as a global flagship store (closed
in 2021).
March 2012 UNIQLO Ginza Store opens in Tokyo as a global flagship store.
June 2012 First UNIQLO Philippines store opens in Manila.
April 2013 UNIQLO Lee Theatre opens in Hong Kong as a global flagship store.
June 2013 UNIQLO Lotte Shopping Avenue Store opens as the first UNIQLO Store in the Republic of
Indonesia.
September 2013 UNIQLO global flagship store opens in Shanghai.
September 2013 First GU overseas store opens in Shanghai.
March 2014 HDRs (Hong Kong Depository Receipts) listed on the Main Board of The Stock Exchange of Hong
Kong Limited.
April 2014 First UNIQLO Australia store opens in Melbourne.
April 2014 First UNIQLO Germany store opens in Berlin, Tauenzienstrasse as a global flagship store.
October 2014 UNIQLO global flagship store, UNIQLO OSAKA, opens.
July 2015 Fast Retailing joins the Fair Labor Association (FLA).
October 2015 First UNIQLO Belgium store opens in Antwerp.
December 2015 Fast Retailing issues ¥250 billion in unsecured straight bonds.
March 2016 The newly refurbished 311 Oxford Street global flagship store opens in London.

- 5 -
Date Summary

April 2016 Construction completed on state-of-the-art distribution center in Ariake, Tokyo.


September 2016 UNIQLO Orchard Road Store opens as the first UNIQLO global flagship store in Southeast Asia.
September 2016 First UNIQLO Canada store opens in Toronto.
November 2016 Changes the name of the CSR Department to the Sustainability Department
February 2017 UNIQLO CITY TOKYO Ariake Office opens. UNIQLO product and commercial functions moved
from Roppongi Office to Ariake Office.
February 2017 Publishes a list of major garment factories.
September 2017 First UNIQLO Spain store opens in Barcelona.
June 2018 Issues ¥250 billion worth of unsecured straight bonds.
August 2018 Sweden’s first UNIQLO store opens in Stockholm.
September 2018 The Netherlands’ first UNIQLO store opens in Amsterdam.
October 2018 UNIQLO Manila Store, UNIQLO’s global flagship store, opens in the Philippines.
October 2018 Fast Retailing entered into a logistics-related strategic global partnership with Daifuku Co., Ltd.
November 2018 Signs the United Nations Global Compact.
November 2018 Publishes a list of major materials factories.
April 2019 Denmark’s first UNIQLO store opens in Copenhagen.
September 2019 Italy’s first UNIQLO store opens in Milan.
September 2019 Office functions of GU and PLST move to Ariake Office.
October 2019 India’s first UNIQLO store opens in New Delhi.
November 2019 Fast Retailing entered into a logistics-related strategic global partnership with MUJIN, Inc. and
Exotec Solutions SAS.
December 2019 First UNIQLO Vietnam store opens in Ho Chi Minh City.
June 2020 Opening of UNIQLO TOKYO, Japan's largest global flagship store, in Ginza.
April 2021 In-house photography studio, new customer service center, and mock-up UNIQLO stores open at the
Ariake headquarters.
October 2021 Reopens the newly refurbished UNIQLO Mingyao global flagship store under the new name of
UNIQLO TAIPEI store.
November 2021 UNIQLO global flagship store, UNIQLO Beijing Sanlitun, opens in Mainland China.
December 2021 Establishes FY2030 sustainability targets and action plan.
April 2022 Company listing moves to the Tokyo Stock Exchange Prime Market.
April 2023 UNIQLO opens a new roadside store, the "UNIQLO Maebashi Minami Inter Store"
October 2023 UNIQLO opens its first store in Luxembourg

- 6 -
B. Our Business
The Group consists of FAST RETAILING CO., LTD. (the “Company”, the “Parent”, or the “Reporting entity”), 125 consolidated
subsidiaries, and 3 associates accounted for using the equity method.

Details of the Group’s businesses as well as the positioning of the Company and its main associates relative to the businesses are as
follows.

The segment categories in this section of the report are the same as the segment categories in the section headed “9. Financial
Information (6) Notes to the consolidated financial statements.”
Category Company name Reportable Segment

Holding company FAST RETAILING CO., LTD. Others

UNIQLO CO., LTD. UNIQLO Japan


UNIQLO
FAST RETAILING (CHINA) TRADING CO., LTD.*
International
UNIQLO
UNIQLO TRADING CO., LTD.*
International
UNIQLO
FAST RETAILING (SHANGHAI) TRADING CO., LTD.*
International
UNIQLO
FRL Korea Co., Ltd.
International
FAST RETAILING (SINGAPORE) PTE. LTD. Others
UNIQLO
UNIQLO (THAILAND) COMPANY LIMITED
International
UNIQLO
PT. FAST RETAILING INDONESIA
International
UNIQLO
UNIQLO AUSTRALIA PTY LTD
International
Fast Retailing USA, Inc. Others
UNIQLO
Major Consolidated subsidiaries UNIQLO EUROPE LIMITED
International
UNIQLO
UNIQLO VIETNAM Co., Ltd.
International
UNIQLO
UNIQLO INDIA PRIVATE LIMITED
International
G.U. CO., LTD. GU

GU (Shanghai) Trading Co., Ltd.* GU

FAST RETAILING FRANCE S.A.S. Others

Theory LLC Global Brands

PLST CO., LTD. Global Brands

COMPTOIR DES COTONNIERS S.A.S. Global Brands

PRINCESSE TAM.TAM S.A.S. Global Brands


UNIQLO
International /
Other consolidated subsidiaries (105 companies)
GU / Global Brands /
Others
Associates accounted for using Associates accounted for using the equity-method
Others
the equity method (3 companies)

* The English names of all subsidiaries established in the People’s Republic of China (“PRC”) are translated for identification only.

- 7 -
(Notes) 1. “UNIQLO” business means the retail business of UNIQLO brand casual apparel in Japan and overseas.
2. “GU” business means the retail business of GU brand casual apparel in Japan and overseas.
3. “Global Brands” business means the planning, retail, and manufacturing of apparel in Japan and overseas.
4. “Others” includes real estate leasing businesses.
5. The Company corresponds to a specified listed company, etc. as stipulated in Article 49-2 of the Cabinet Office Ordinance
on Restrictions on Securities Transactions. As a result, assessment of the minimal standard for material facts under the
insider trading regulations is based on the consolidated numerical data.

The organizational structure is as follows:

Business Structure

UNIQLO
UNIQLO CO., LTD.
Japan

UNIQLO FAST RETAILING (CHINA) TRADING CO., LTD.*


Business UNIQLO TRADING CO., LTD.*
FAST RETAILING (SHANGHAI) TRADING CO., LTD.*
FRL Korea Co., Ltd.
UNIQLO (THAILAND) COMPANY LIMITED
UNIQLO PT.FAST RETAILING INDONESIA
International UNIQLO AUSTRALIA PTY LTD
UNIQLO EUROPE LIMITED
Group UNIQLO VIETNAM Co., Ltd. Sales
FAST Management UNIQLO INDIA PRIVATE LIMITED of
RETAILING Operation
Others
Product
CO.,LTD. Customers
(holding
company) G.U.CO., LTD.
GU
GU (Shanghai) Trading Co.,ltd.*
Business
Others

Theory LLC
PLST CO.,LTD.
Global Brands COMPTOIR DES COTONNIERS S.A.S.
Business PRINCESSE TAM.TAM S.A.S.
Others

FAST RETAILING (SINGAPORE) PTE. LTD.


Others FAST RETAILING FRANCE S.A.S.
Business Fast Retailing USA, Inc.
Others

* The English names of all subsidiaries established in PRC are translated for identification only.

- 8 -
C. Subsidiaries and Associates
Nominal value of
Ownership
issued ordinary /
Details of main ratio
Name Location registered share Relationship
businesses of voting
capital
rights
(Thousands)
Concurrent directorships
Yamaguchi City, Lending and borrowing of
(Consolidated subsidiaries) UNIQLO
Yamaguchi JPY1,000,000 100.0% funds
UNIQLO CO., LTD. Japan
Prefecture Receipt of service fee etc.
Receipt of lease payments
FAST RETAILING (CHINA) UNIQLO Concurrent directorships
Shanghai, PRC USD20,000 100.0%
TRADING CO., LTD.* International Receipt of service fee etc.
UNIQLO Concurrent directorships
UNIQLO TRADING CO., LTD.* Shanghai, PRC USD30,000 100.0%
International Receipt of service fee etc.
FAST RETAILING (SHANGHAI) UNIQLO Concurrent directorships
Shanghai, PRC USD35,000 100.0%
TRADING CO., LTD.* International Receipt of service fee etc.
UNIQLO Concurrent directorships
FRL Korea Co., Ltd. Seoul, South Korea KRW24,000,000 51.0%
International Receipt of service fee etc.
FAST RETAILING (SINGAPORE) Republic of Concurrent directorships
SGD86,000 Others 100.0%
PTE. LTD. Singapore Receipt of service fee etc.
Bangkok,
UNIQLO (THAILAND) UNIQLO 75.0%
Kingdom of THB1,820,000 Receipt of service fee etc.
COMPANY LIMITED International (75.0%)
Thailand
Jakarta,
PT. FAST RETAILING UNIQLO 75.0% Concurrent directorships
Republic of IDR115,236,000
INDONESIA International (75.0%) Receipt of service fee etc.
Indonesia
Melbourne, UNIQLO 100.0% Lending of funds
UNIQLO AUSTRALIA PTY LTD AUD21,000
Australia International (100.0%) Receipt of service fee etc.
Concurrent directorships
New York, United
Fast Retailing USA, Inc. USD 5,241,621 Others 100.0% Guarantees
States of America
Receipt of service fee etc.
London, United UNIQLO Concurrent directorships
UNIQLO EUROPE LIMITED GBP40,000 100.0%
Kingdom International Receipt of service fee etc.
Ho Chi Minh, UNIQLO 75.0%
UNIQLO VIETNAM Co., Ltd. USD15,800 Receipt of service fee etc.
Vietnam International (75.0%)
UNIQLO INDIA PRIVATE New Delhi, UNIQLO Lending of funds
INR2,000,000 100.0%
LIMITED Republic of India International Receipt of service fee etc.
Concurrent directorships
Yamaguchi City, Lending and borrowing of
G.U. CO., LTD. Yamaguchi JPY10,000 GU 100.0% funds
Prefecture Receipt of service fee etc.
Receipt of lease payments
Concurrent directorships
GU (Shanghai) Trading Co.,Ltd.* Shanghai, PRC USD20,000 GU 100.0% Lending of funds
Receipt of service fee etc.
Concurrent directorships
FAST RETAILING FRANCE Lending of funds
Paris, France EUR101,715 Others 100.0%
S.A.S. Guarantees
Receipt of service fee etc.
New York, United 100.0% Concurrent directorships
Theory LLC USD116,275 Global Brands
States of America (100.0%) Receipt of service fee etc.
Concurrent directorships
Yamaguchi City, Lending and borrowing of
PLST CO., LTD. Yamaguchi JPY10,000 Global Brands 100.0% funds
Prefecture Receipt of service fee etc.
Receipt of lease payments
COMPTOIR DES COTONNIERS 100.0%
Paris, France EUR24,593 Global Brands Guarantees
S.A.S. (100.0%)
100.0%
PRINCESSE TAM.TAM S.A.S. Paris, France EUR20,464 Global Brands Guarantees
(100.0%)
Other consolidated subsidiaries
- - - - -
(105 companies)
Associates accounted for using the - - - - -

- 9 -
equity method (3 companies)

* The English names of all subsidiaries established in the PRC are translated for identification only.

- 10 -
(Notes) 1. The information given in the “Details of main businesses” column is the name of the business segment.
2. UNIQLO CO., LTD., FAST RETAILING (CHINA) TRADING CO., LTD., UNIQLO TRADING CO., LTD., FAST
RETAILING (SHANGHAI) TRADING CO., LTD., FRL Korea Co., Ltd., FAST RETAILING (SINGAPORE) PTE. LTD.,
UNIQLO (THAILAND) COMPANY LIMITED, PT. FAST RETAILING INDONESIA, UNIQLO AUSTRALIA PTY LTD,
Fast Retailing USA, Inc., UNIQLO EUROPE LIMITED, UNIQLO VIETNAM Co., Ltd., UNIQLO INDIA PRIVATE
LIMITED, G.U. CO., LTD., GU (Shanghai) Trading Co., Ltd., FAST RETAILING FRANCE S.A.S., COMPTOIR DES
COTONNIERS S.A.S., and PRINCESSE TAM. TAM S.A.S. are specified subsidiaries.
3. Figures in parentheses in the “Ownership ratio of voting rights” column indicate the ratio of voting rights held by a Group
subsidiary.
4. Net sales (excluding internal sales between other member companies of the consolidated Group) of UNIQLO CO., LTD.
and FAST RETAILING (CHINA) TRADING CO., LTD. are greater than 10% of consolidated revenue. Key elements of
profit / loss and financial position for the year ended 31 August 2023 are as below.

UNIQLO CO., LTD.


(1) Revenue 890,427 million yen
(2) Profit before income taxes 155,686 million yen
(3) Profit for the year 110,853 million yen
(4) Total equity 272,861 million yen
(5) Total assets 854,207 million yen

FAST RETAILING (CHINA) TRADING CO., LTD.


(1) Revenue 444,934 million yen
(2) Profit before income taxes 74,790 million yen
(3) Profit for the year 55,941 million yen
(4) Total equity 210,930 million yen
(5) Total assets 323,078 million yen

- 11 -
D. Employees
(a) The Group
As at 31 August 2023
Name of segment Number of employees

UNIQLO Japan 12,482 (22,781)

UNIQLO International 35,666 (17,999)

GU 5,419 (12,766)

Global Brands 3,316 (657)

Total for reportable segments 56,883 (54,203)

Others 1,281 (133)

All companies (shared) 1,707 (13)

Total 59,871 (54,349)

(Notes) 1. The number of employees does not include operating officers, junior employees, or part-time workers.
2. The average number of registered personnel for junior employees and part-time workers for the year are shown in brackets
( ).
3. The number of employees given as “All companies (shared)” represents administrative employees who could not be
categorized in a specific business segment.

(b) The Company


As at 31 August 2023
Average number of years Average annual wages
Number of employees Average age
with the Company (thousands of yen)

1,707 (13) 38 years old and 10 months 4 years and 11 months 11,476
(Notes) 1. The number of employees does not include operating officers, junior employees, or part-time workers.
2. The average number of registered personnel for junior employees and part-time workers for the year are shown in brackets
( ).
3. Figures for average annual wages include bonuses and other non-standard payments.
4. All of the Company’s employees are categorized as “All companies (shared).”
5. When an employee is transferred from a subsidiary, the average years of service does not include the number of years spent
at the subsidiary.

(c) Status of labor unions


There are no labor unions at the Company, but unions have been formed at some subsidiary companies. Management-labor
relations have been smooth, and there are no special items to report.

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(d) Diversity-related indicators
The diversity-related indicators for the current consolidated fiscal year are as follows.
Percentage of Percentage of Gender wage gap (%)
female workers in males taking
Full-time Part-time and
management childcare leave,
All workers employment fixed-term
positions etc.
workers workers
(%) (%)
FAST RETAILING
22.4 39.3 58.6 64.0 63.1
CO., LTD.
UNIQLO CO., LTD. 32.0 31.3 80.9 60.3 105.9
G.U. CO., LTD. 22.1 50.8 88.6 73.5 116.3
LINK THEORY
56.7 33.3 78.2 79.7 68.7
JAPAN CO., LTD.
PLST CO., LTD. 30.4 100.0 66.9 72.6 90.1
INNOVATION
FACTORY CO., - - 80.6 87.9 85.0
LTD.
(Notes)1. The percentage of female workers in managerial positions and the gender wage gap are calculated in accordance with the
provisions of the "Act on Promotion of Women's Participation and Advancement in the Workplace" (Act No. 64 of 2015).
Management positions refer to block leaders, area managers and branch managers above a certain grade in the Sales
Department, and general managers and leaders at headquarters.
2. The percentage of males taking childcare leave, etc. is the ratio of the number of males who have taken childcare leave in
the current period (excluding paid vacation taken for childcare purposes) to the number of male employees whose partner
has given birth in the current period, calculated based on the "Act on Childcare Leave, Caregiver Leave, and Other Measures
for the Welfare of Workers Caring for Children or Other Family Members" (Act No. 76 of 1991) and Article 71(4)(1) of the
"Ordinance for Enforcement of the Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare of
Workers Caring for Children or Other Family Members" (Ordinance of the Ministry of Labor No. 25 of 1991).
3. Full-time employment workers are executive officers (excluding directors), national employees and regional regular
employees.
4. Part-time and fixed-term workers are associate employees, part-time employees, contract employees and temporary
employees. The number of employees who work shorter hours is not converted and calculated based on working hours.
5. All workers include full-time employment workers and part-time and fixed-term workers.
6. “-“ indicates that there is no population.

Supplementary explanation on differences


1. Management position ratio
In order to realize an environment in which female employees can play a more active role, we are reforming our personnel
system and conducting training for management and female management candidates to dispel unconscious bias.

2. Percentage of males taking childcare leave


In order to ensure that leave can be taken more flexibly by males who wish to take leave, we collect and provide examples
of our own employees taking childcare leave and paternity leave after becoming parents, and also conduct training on
childcare leave and paternity leave, etc.

3. Gender wage gap


Each group company has adopted a grading system that defines the skills and requirements sought for each position level,
and conducts evaluations and promotions based on individual abilities, regardless of attributes such as gender. We apply
a fair wage system in which the same wage is given to both males and females of the same grade; there are no gender-
based differences in wages within the same grades. However, due to there being a large number of female local full-time
employees who support store operations, as well as there being fewer females at the higher grades, there is a gender wage
gap caused by differences in the proportion of males and females in each respective grade.

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4. Management Discussion and Analysis
A. Business Plan
The statements with regard to the future are based on management decision and projections made by the Company based on
information available at the time of the publication of this report (30 November 2023).

The Fast Retailing Group aims to provide all people around the world with the joy, happiness, and satisfaction of wearing great
clothes based on its corporate philosophy: Changing clothes. Changing conventional wisdom. Change the world.

Our LifeWear (ultimate everyday clothing) epitomizes our clothes creation concept for simple, high-quality clothing that
enriches people’s lives and is carved from a desire to satisfy everyday life needs. Given today’s desire for comfortable clothes
that fit well and clothes that don’t waste precious resources, we are noticing more and more customers sympathizing with our
LifeWear concept and global support for LifeWear is rising. UNIQLO International revenue has increased by five times over the
past ten years, and the segment’s contribution to total sales has risen significantly from approximately 22% to roughly 52%.
UNIQLO International operations are growing markedly thanks to growing brand visibility and a wider customer base not only
in the Greater China region where UNIQLO has already established a strong brand position, but also in Southeast Asia, India &
Australia, North America, and Europe. We intend to turn these changes into opportunities to develop into a truly global company
by setting and challenging new long-term targets.

Our ultimate aim is to develop into an essential brand for everyday life that is trusted by customers the world over. That means
striving to become a leading global brand not only by expanding operations, but also by making qualitative improvements,
including corporate culture.
During its initial founding stage (1984-2004), Fast Retailing established the UNIQLO operation and a basic SPA structure. The
second creative stage (2005-2012) was marked not only by an expansion of operations in Japan, but also by a genuine push into
international markets in order to develop into a global brand. The third stage (2013-2022) involved accelerating the
development of global operations based on our LifeWear concept and strengthening our Group brands, while establishing the
fundamental platforms for a digital consumer retailing industry. The Company experienced considerable growth as revenue
roughly tripled over each of the creative stages. The fourth creative period began in FY2023 with an aim to expand revenue to
10 trillion yen over the next 10 years. We are currently working towards the interim aim of expanding revenue to 5 trillion yen
over the next few years.

Issues We Need to Address


(1) Responding to Customer Needs and Creating New Customers
・Strengthen customer-oriented product manufacturing
We are further advancing our goal to develop a digital consumer retailing industry that enables customers to immediately
buy the clothes they really want, when they want them. We intend to utilize our global app membership base and our store
network to directly connect with customers worldwide so we can develop products based on customer feedback. We also
aim to compile full and appropriate product ranges that befit a truly global brand by strengthening our global R&D bases.

・Promote supply chain reform


We are refining our product planning, volume planning, and inventory control, while also working to reduce lead times on
additional production. We are also introducing automated warehouses on a global scale and improving distribution
efficiency.

・Facilitate new purchasing experiences


We are building a new purchasing experience that fuses our physical stores and e-commerce network. In addition to
establishing a system that offers various forms of purchasing and delivery to suit customer needs, we are strengthening the
transmission of e-commerce information to serve as a platform for communicating with customers.

(2) Diversifying Our Global Earnings Pillars


・Accelerate growth of UNIQLO International
We plan to open 80 new stores in the Greater China region each year and consistently expand operations through our scrap
and build policy of replacing smaller, less profitable stores with larger, better located stores. We will accelerate the pace of
new store openings by opening roughly 60 stores in the Southeast Asia, India & Australia region and 30 stores each in

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North America and Europe each year. We will accelerate growth by creating product lineups that meet customer needs in
each region and conducting high-level store management.

・Continued stable growth for UNIQLO business in Japan


We are aiming to ensure stable revenue growth at UNIQLO Japan by optimizing our store network through our scrap and
build policy, enhancing community-focused local store management, and developing product lineups and services designed
to satisfy local demand. We will maintain high profit margins by appealing the value of our products, controlling
discounting, and improving operational efficiency.

・Transforming operational management at global bases


We will ensure all national and regional operations and global headquarters are in constant contact, and promote the
discovery and resolution of issues and the making of decisions through global bases. Our management teams will
constantly tour the globe to ensure management is focused on frontline operations, actual products, and on-the-ground
realities. As part of that effort, we plan to strengthen the functions of our New York global headquarters to put that center
on par with Tokyo.

(3) Pursue a Business Model in which Our Business Development Contributes to Sustainability
・Respect human rights across the supply chain
We have established a system for confirming the traceability of all products right back to the raw material level, and have
started operating that system with some products. In addition, we started monitoring working conditions at spinning mills
in 2023 as well as sewing factories and fabric producers and we started conducting regular traceability surveys. We will
continue to accelerate our efforts to address human rights issues in the supply chain.

・Build a circular business model


We will work on developing new services and technologies, such as repair, reuse, and recycling to ensure clothes can be
used for a long time. We aim to build a circular business model that takes responsibility not only for the production and
sale processes, but also for the fate of UNIQLO and GU clothes after sale.

・Address climate change


We have set FY2030 targets and are pursuing initiatives designed to help our overall mission to reduce greenhouse gas
(GHG) emissions to net zero by 2050. Those FY2030 targets seek to reduce GHG emissions from stores and major offices
by 90% vs. FY2019 levels and by 20% in the UNIQLO and GU supply chain over the same period.

(4) Expand Group Brands


・GU
We aim to achieve high growth by refining the development of highly finished products that capture mass trends. We will
build a solid brand position by providing unique GU value to customers based on the operation’s special ability to offer fun
fashion at amazingly low prices. We will seek to expand the GU operation by improving the accuracy of production plans,
establishing production systems to shorten lead times, accelerating new store openings in Japan and internationally, and
expanding e-commerce sales.

・Global Brands
We will aim to improve the management prowess of each business and establish a solid brand position in each country and
region by leveraging the business principles cultivated at UNIQLO and our digital consumer retailing industry platforms.

(5) Enhance Human Capital


We will provide opportunities for all employees to grow, regardless of their specific attributes, and promote the creation of
environments in which diverse human resources can play a leading role and demonstrate their abilities. We will strengthen
our efforts and prioritize the acquisition and nurturing of in-store sales staff who can truly satisfy customer needs, global
management personnel, and world-class highly specialized human talent.

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B. Sustainability Approach and Initiative
Fast Retailing's corporate philosophy is to "Changing clothes, Changing conventional wisdom, Change the world." We continue
our business activities with the aim of changing the world for the better by creating and selling good clothing. When we say, "good
clothing," we mean clothes that are simple, high quality, long-lasting, and can enrich the lives of all people. This phrase also refers
to clothes that are made using revolutionary technologies to facilitate our co-existence with the natural world and do not impose an
undue burden on the Earth. These clothes are hand-made by a diverse array of people working energetically in environments that
carefully protect their health, safety, and human rights. LifeWear is a brand that gives form to these ideas.
The apparel industry has been criticized for its negative impact on the environment caused by issues like increased use of
resources, energy and water stemming from mass production and mass consumption, the shortening of clothing life cycles, and the
production of large quantities of industrial waste, as well as issues with work environments due to long and complicated supply
chains. Fast Retailing has been engaged in a variety of sustainability activities for quite some time: in 2001 we established our
Social Contributions Office (now the Sustainability Department), in 2004 we implemented our Production Partner Code of Conduct
as well as work environment monitoring, and in 2006 we engaged in recycling activities for all of our products and provided support
for refugees. We believe that the concept of LifeWear is sustainability itself, and we will create a 'new industry' that not only
includes clothing as a product, but also the process of producing and selling it and clothing after sale, presenting the world with an
unprecedented way of fashion. Through these efforts, we will both contribute to society and grow our business.
Below, we will be discussing the ① governance, ② strategy, ③ risk management, and ④ metrics and targets associated
with (1) sustainability in general, (2) climate change, and (3) human capital and diversity.

(1) Sustainability in general


(i) Governance
Fast Retailing has established a Sustainability Committee to promote sustainability activities in tandem with our business
operations. Sustainability Committee meetings are attended by our internal directors (including our representative director),
external directors, audit & supervisory board members, external experts, and relevant executive officers, and involve discussions
regarding various sustainability policies and measures from a variety of different perspectives, and also serve as opportunities to
provide advice, recommendations, and supervision to departments executing business operations. Meetings for the Committee
were held four times this consolidated fiscal year, and were host to discussions regarding sustainability activities pertaining to
matters like climate change, biodiversity, and circular economy. The Committee also discussed how best to communicate with
customers and other stakeholders in order to solicit their participation in our social contribution activities.
We also engage in debate, offer advice, and conduct supervision regarding risk associated with key matters such as the
environment and human rights during meetings of committees attended by internal and external directors, audit & supervisory
board members, external experts, and executive officers like the Risk Management Committee, the Human Resources Committee,
the Human Rights Committee, the Code of Conduct Committee, and the Corporate Transaction Ethics Committee. Furthermore,
the Audit & Supervisory Board recognizes various issues pertaining to sustainability as risks, and requests reports from
departments executing business operations as appropriate.
Additionally, evaluation standards of variable compensation for directors and executive officers in charge of sustainability-
related matters include the evaluation of results pertaining to quantitative and qualitative goals set for the matters for which they
are responsible.

In order to steadily implement sustainability activities throughout the Group, the management of each business unit and each
company takes the lead in implementing and promoting initiatives in cooperation with the Sustainability Department. For
example, as part of the Ariake Project, which aims to immediately commercialize and provide what customers are looking for,
we have positioned sustainability activities as an important issue. Each department involved in supply chain management,
including those responsible for store sales, e-commerce sales, production, and logistics, have appointed managers who are tasked
with handling sustainability-related issues, such as the reduction of greenhouse gas emissions, reduction of waste, development
of products that utilize recycled materials, and ensuring traceability. These departments have also established targets and KPIs
in advancing their initiatives.

(ii) Strategy
As part of our management strategy, Fast Retailing has identified six priority areas (materialities) in our sustainability activities.
To specify these priority areas, we identified key issues by referencing the Sustainable Development Goals (SDGs) announced
by the United Nations as well as the indicators defined by ESG evaluation organizations, extracted the most critical factors in
light of their importance to the Company, and the impact they would have on our customers and other stakeholders (as well as
their expectations regarding those factors), and engaged in deliberations within the Sustainability Committee. These six priority
areas (materialities) and their primary initiatives are as follows.
Priority Areas (Materialities) Primary Initiatives
-Defining LifeWear as the concept underpinning our clothing production, we will
pursue timeless designs from the design stage, and create finished clothing that is
simple, high quality, highly functional, and will enjoy preferential use for a long
period of time.
1. Creating new value through -In addition to pursuing functionality and quality of clothing, we will work to resolve
products and services social issues and environmental problems, and create new value.
-Through the development of recyclable products that utilize recycled materials, and
repair and remaking efforts conducted via RE.UNIQLO STUDIO, we are working
to encourage consumers to enjoy wearing their clothing longer, and striving to
reduce our impact on the environment.

- 16 -
-As we respect the human rights of all individuals who work in our supply chain, and
believe that preparing proper working environments is a core responsibility of our
2. Respecting human rights and
company, we are working to both ensure traceability and enhance transparency.
working environments in our
-We ask that our business partners observe our "Production Partner Code of Conduct"
supply chain
at their factories, and implement regular monitoring of their work environments in
accordance with this Code.
-We have set the following priority areas: "address climate change," "improve energy
efficiency," "address biodiversity," "mana water resources," "manage
chemical substances," and "manage waste, maximize resource efficiency," along with
targets for each area, and are now engaged in relevant initiatives.
-At our core garment factories and fabric mills, we utilize the Sustainable Apparel
3. Respecting the environment
Coalition's environmental evaluation tool (the Higgs Index) to measure
environmental impacts and risks in seven areas, including energy, water, and waste,
and use this information to work alongside these factories to reduce our impact on
the environment.
-For information on our climate change initiatives, please see "(2) Climate Change."
-We continue to provide support for people around the world placed in difficult
situations, such as refugees, by donating clothes, providing employment, and
supporting their efforts to become self-reliant.
4. Coexisting and mutually
-We are donating all profits obtained through our "PEACE FOR ALL" charity t-shirt
prospering with communities
project to international humanitarian organizations.
-We are providing educational and social advancement support in order to help
empower the children and youth who will lead in the future.
-We are engaging in diversity and inclusion efforts at the global level, centered around
gender equality, diversity of race, ethnicity, and nationality, promotion of active
participation by people with disabilities, and promoting the understanding of sexual
5. Supporting employee fulfillment diversity (LGBTQ+).
-We provide all of our employees with growth opportunities, and are engaged in efforts
to develop personnel who are capable of playing an active role at the global stage.
-See "(3) Human capital and diversity" for our human capital initiatives.
-We are enhancing the independence and supervisory functions of the Board of
Directors by ensuring that a majority of the directors are from outside the Company.
-The Board of Directors is supported by various committees that supplement the
6. Managing correctly functions of the Board, and these committees engage in open and vibrant
deliberations.
-See IV. [Status of Submitting Companies], 4. [Status of Corporate Governance, etc.],
and (1) [Corporate Governance Overview] for details.

(iii) Risk management


Fast Retailing has established a Risk Management Committee to regularly identify potential risks that may befall our business
activities, identify important risks, and strengthen the systems intended to manage them. See C. Risk for details on risk
management, including individual risks.

(ix) Metrics and targets


Fast Retailing has established fiscal 2030 targets and action plans for key sustainability areas. Our targets and the progress we
have made on primary initiatives are as follows.

- 17 -
Items Targets Progress on primary initiatives
Making clothes that cares for the environment
Reducing Our Company's areas: -Reduced greenhouse gas emissions by 45.7%
greenhouse gas -Reduce greenhouse gas emissions by 90% compared to their fiscal 2019 levels by the year
emissions compared to their fiscal 2019 levels by fiscal ending August 2022 *1
2030 -As of the year ending August 2022, renewable
-Increase ratio of renewable energy used at our energy use ratio was 42.4%. Achieved
stores and main offices of Fast Retailing group substantively 100% renewable energy use at
to 100% by fiscal 2030 UNIQLO in Europe (excluding certain countries),
North America, and Vietnam *1
Supply chain areas: -Reduced greenhouse gas emissions by 6.2%
Reduce greenhouse gas emissions by 20% compared to their fiscal 2019 levels by the year
compared to their fiscal 2019 levels by fiscal 2030 ending August 2022 *1
Product areas: - Proportion of recycled materials and materials with
Increase the proportion of recycled materials and low greenhouse gas emissions for 2022 products
materials with low greenhouse gas emissions to has risen to 8.5% for all planned products for
approximately 50% by fiscal 2030 2023. Recycled polyester accounts for 30.0% of
all polyester usage
Reduced water Reduce per-unit water usage by 10% at end 2025 In terms of 2021 results, 32% of the target factories
use compared to 2020 levels at each of the major achieved their targets *2
garment and materials factories accounting for 80%
of the water used to make our products
Waste reduction Realize zero operational waste from our facilities to -Promoted projects to reduce and recycle plastic
landfills or incineration without energy recovery in used to package products during delivery
earlier stages by reducing, replacing, reusing, and -Took initiatives to reduce plastic use, such as
recycling materials (product packaging, cardboard investigating switching to alternative materials
during shipping, plastic bags, hangers etc.) used in like paper for hangers and other items made of
the process of delivering clothes to our customers plastic
Elimination of Eliminate emissions of hazardous chemicals in As of the end of 2022, the ZDHC wastewater
hazardous products and in production processes by the end of standard compliance rate for major sewing and
chemical 2030 fabric factories was 99.9 percent
emissions
Making clothes that cares for people and society

- 18 -
Improving -Enhance transparency in the supply chain and -Published a list of major garment factories in 2017,
transparency ensure traceability to the raw materials level and expanded this publication to include major
and traceability -Identify and definitively address human rights, fabric mills in 2018. Publicly disclosed all
in the supply working environments, and environmental garment factories with which we have ongoing
chain problems in the supply chain as a whole transactions in March 2022
-By 2025, identify and sequentially disclose the -Established a mechanism to ascertain and confirm
information necessary for customers to make an the supply chain plans and results for each
informed decision when closing products product, and systematically put this mechanism
into operation in partnership with the factories
starting in the fall and winter seasons of 2022.
From the 2023 spring/summer season, understand
traceability of all UNIQLO products down to the
raw material level
-Executed a Code of Conduct with major spinning
mills in addition to garment factories and fabric
mills, and advanced regular working environment
audits and confirmed traceability information
-Established an "Impact on the Earth and Society"
corner for individual product pages on the
UNIQLO (Japan, United States) and G.U. (Japan)
online stores and published countries of origin for
products starting in August 2023
Procure raw Advance procurement of raw materials in an ethical Defined recommended and prohibited materials for
materials in an and responsible manner by defining procurement each plant-based and animal-based material. Going
ethical and policies for plant-based materials and animal-based forward, plan to start clarifying procedures for
responsible materials checking the status of compliance with Raw
manner Material Procurement Guidelines that stipulate
procurement policies
Global -In collaboration with Fast Retailing, the Fast -In the year ending August 2023, we donated 5.4
promotion of Retailing Foundation, and the Yanai Tadashi billion yen to social contribution activities, and
social Foundation, further expand social contribution provided support in the form of 1.13 million
contribution activities through clothing business on a global articles of clothing. 1.82 million people benefited
activities scale from our efforts
-Invest at a scale of 10 billion yen in social *Includes activities by the FR Group, the FR
contribution activities by fiscal 2025. -Implement Foundation, and the Tadashi Yanai Foundation, as
community contribution activities at all stores well as activities by individuals
around the globe to support 10 million refugees -Revenues for UNIQLO's "PEACE FOR ALL"
and other socially vulnerable people, people of activities totaled 697 million yen between their
the next generation, and those in the areas of start in June 2022 and the end of August 2023
culture, the arts, and sports. Expand clothing
support to 10 million articles of clothing per year
Promotion of Increase the ratio of women in all management The ratio of women in management positions
diversity and positions globally to 50% by fiscal 2030 throughout the Group increased to 44.7% as of the
inclusion end of August 2023
(Notes 1)We plan to publish the results of the year ending August 2023 on the Company's Sustainability Website by April 2024.
(Notes 2)We plan to publish the results for 2022 on the Company's Sustainability Website by around December 2023.
https://www.fastretailing.com/eng/sustainability/environment/

(2) Climate Change (Initiatives with Respect to TCFD Recommendations)


In order to reduce our impact on climate change and biodiversity, we are working to identify and reduce greenhouse gas emissions
in our business activities across the board, including every stage from production to disposal of products. In promoting our
initiatives, we respect the long-term goal (the Paris Agreement) of reducing greenhouse gas emissions by 2050, which was
formulated based on the United Nations Framework Convention on Climate Change, and we set specific targets and promote
activities geared toward achieving this goal.

- 19 -
(i) Governance and (iii) risk management
See (1) Sustainability in general (i) Governance and (iii) Risk management.

(ii) Strategy
In order to achieve the standards of the Paris Agreement, we are enhancing our initiatives to curb the rise in global average
temperatures. We also understand the impact of climate-related risks and opportunities on our business, and are formulating and
executing relevant strategies.

(Initiatives to Reduce Greenhouse Gas Emissions)


Advancement of the Ariake -By promoting the Ariake Project and executing it at a greater level, we will realize the goal of
Project "neither creating, delivering, nor selling wasteful things," increase customer satisfaction, and
reduce our impact on the environment.
-We create products based on customer needs by analyzing a vast amount of information,
including customer demands gathered through stores and e-commerce around the world.
Functional clothing such as Airism, Ultra Light Down, and HEATTECH not only make
customers’ everyday life more comfortable, but also helps them reduce their amount of
energy use by reducing their excessive use of air conditioning and heating.
Our Company's areas -At our stores, we are working to save energy by directly reducing the use of electricity and to
(Stores and Primary create energy that generates its own electricity. We will also continue to verify and open
Offices) stores that conserve and create energy by, for example, opening roadside stores (UNIQLO
Maebashi Minami Inter Store) that reduce energy consumption through the application of
various energy conserving technologies and generate energy using solar panels.
-In order to achieve our target of using 100% renewable energy, we are, among other efforts,
installing solar power generation facilities, purchasing renewable energy menus provided by
electric power companies, and purchasing renewable energy certificates.
Supply chain areas -At UNIQLO and G.U.’s main plants, which account for approximately 90% of UNIQLO and
G.U. production, we are steadily promoting energy-saving measures, decarbonization, and
the introduction of renewable energy by understanding individual issues that vary by country,
region and plant characteristics, and by carefully responding and working to resolve them.
Product areas - We are currently working to switch to materials with low greenhouse gas emissions, with our
initiatives being focused on polyester at the present. As recycling technology for chemical
fibers is relatively advanced, we are moving forward with efforts to switch to recycled
materials. We are also working on research and development for natural materials like cotton
and wool with our business partners, and are engaged in the development of materials that
can offer the same quality and comfort as our existing products.
-We are also focusing on the development of products that use new technologies and recycled
materials, such as fleece and polo shirts that use recycled polyester made from collected PET
bottles, and recycled down jackets that reuse down feathers from recovered down products.
Advancement of -At UNIQLO, we are engaged in the "RE.UNIQLO" customer-participatory initiative where
RE.UNIQLO we recover clothes that customers no longer need and transition them to their next users after
providing them with new value.
-In addition to providing clothing support (REUSE) to refugees and internally displaced
persons, we are also promoting recycling efforts that involve the revival of collected clothing
as new clothes and materials (RECYCLE). We are also connecting these initiatives into
efforts to reduce excess waste, greenhouse gas emissions, and resource use throughout a
product's life cycle (REDUCE).
-Additionally, at UNIQLO's "RE.UNIQLO STUDIO" we provide customization services such
as the repairing (REPAIR) and remaking (REMAKE) of clothing articles to enable our
customers to wear their favorite clothes with care.

(Scenario Analysis of Risks and Opportunities Related to Climate Change)


At Fast Retailing, we believe that the key to ensuring sustainable business operations is anticipating, preventing, appropriately
managing, and responding to existing and potential business risks. As for our mainstay UNIQLO operations, which constitute
approximately 80% of our sales, we evaluated the risks and opportunities that climate change poses to the Company and our
supply chain, along with possible countermeasures, for scenarios where the average temperature increase by 2100 is under 2°C,
and scenarios where the average temperature increase by 2100 is 4°C, up to the year 2030.

- 20 -
-International Energy Agency (IEA) "Sustainable Development Scenario" and "Below 2°C Scenario (B2DS)"
-Intergovernmental Panel on Climate Change (IPCC) "Fifth Assessment Report (RCP8.5)"

(Risks and Opportunities Related to Climate Change)


Items Risks Opportunities
Below 2°C Scenario
Regulations Carbon tax, The risk of cost increases in the Control cost rises in the supply chain by
carbon pricing, supply chain caused by stronger carbon tax promoting energy conservation and
and regulations and other taxation systems or tighter introducing renewable energy, which would
regulations, which would result in higher result in lower production costs
production costs
The risk of higher costs at Fast Retailing -Control cost rises at Fast Retailing stores by
stores caused by stronger carbon tax and introducing renewable energy and
other taxation systems or tighter regulations promoting energy conservation, which
would result in lower costs
-Improve brand image by improving
reputation among customers
Realize more efficient distribution through
The risk of an increase in distribution costs the promotion of our Ariake Project
relating to EU fuel economy and emissions business model transition
regulations, or a tightening in regulations in
the markets where our production bases are
located, such as China, Vietnam,
Bangladesh, and Indonesia, or the markets
where we retail clothing, such as Japan,
Southeast Asia, and the EU
Markets Changing Create new demand and improve our
customer values The risk of a decline in sales and reputation reputation among customers by developing
if Fast Retailing customers start to prefer new materials with low GHG emissions
materials, products, and services that have a Increased demand for products that address
low environmental impact and we are not environmental change
able to meet those changing needs Create new demand and improve our
reputation among customers by accelerating
recycling activities
Improve our reputation among customers by
strengthening our sustainability activities
4°C Scenario
Acute and More frequent -Fast Retailing has the capacity to mount a
chronic natural disasters The impact of natural disasters on raw strong response as a specialty retailer of
materials, damage to production facilities, private-label apparel (SPA) that manages
production stoppages caused by supply the whole clothes-making process from
chain disruptions materials procurement through planning,
production, distribution, sales and inventory
management, etc. That enables us to
minimize and reduce risk, and to maintain
and potentially create demand ・Minimize
damage in the event of a disaster (build a
resilient business) by building strong
partnerships with suppliers and business
partners and seeking to strengthen our
adaptation strategies
A decline in sales caused by a product mix Create new demand with new functional
Increasing
that does not respond sufficiently to materials
temperatures
changing temperatures
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(Strategies for Addressing Risks and Opportunities Related to Climate Change)
-We believe that demand for our clothing, especially LifeWear, will remain the same regardless of whether the less-than 2℃
temperature increase scenario or the 4℃ temperature increase scenario is realized. By developing products that meet customer
needs, such as materials with lower greenhouse gas emissions, recyclable products, and climate-friendly products (such as
HEATTECH and Airism), we believed that we will be able to improve our market superiority and expand our sales.
-If the below 2°C scenario is realized, we face risks of increase production and store prices, including increased taxes such as
carbon taxes, tightened regulations, and increased electricity prices, but we can decrease these risks by promoting energy
conservation and renewable energy use. Although there is a risk that logistics costs will rise if regulations such as fuel
efficiency and exhaust gas regulations for automobiles and trucks are tightened in the EU and other countries around the world,
we can reduce these risks by promoting the transition to hybrid and electric vehicles, and increasing logistics efficiency via
the Ariake Project, among other efforts.
-If the 4℃ scenario becomes a reality, the number of extreme weather events such as droughts and heavy rains, as well as physical
risks such as water shortages may have overwhelming impact on the overall supply chain for production, logistics, and sales,
but by diversifying suppliers such as raw materials suppliers and production factories, and engaging in long-term agreements
and partnerships, we can reduce these risks. With regard to logistics and stores, physical risks can be minimized through
regional dispersion, location selection from the perspective of BCP, and disaster training.
-As Fast Retailing is an SPA, we can flexibly address both potential and existing risks. We are implementing various responsive
measures in anticipation of scenarios where temperature increase is not contained due to a failure to implement
countermeasures against climate change, such as creating clothing that addresses changes to customer needs, dispersing
suppliers of raw materials and production factories, diversifying transportation methods, and incorporating BCP perspectives
in our selection of logistics bases and the locations of our existing stores.
-By engaging in appropriate information disclosures and holding discussions with our institutional investors and other
stakeholders regarding the appropriateness of and our progress on these strategies, and addressing various ESG evaluation
indicators, we believe we will be able to sustainably increase our corporate value.

(ix) Metrics and Targets


Fast Retailing has established the following FY 2030 targets and action plan with respect to climate change.
-90% reduction (compared to fiscal 2019 levels) of greenhouse gas emissions stemming from energy use at our operating
facilities, such as our stores ad primary offices (Scope 1 and Scope 2) by fiscal 2030
-20% reduction (compared to fiscal 2019 levels) of greenhouse gas emissions stemming from raw materials production,
materials production, and sewing associated with UNIQLO and G.U. products (Scope 3, Category 1) by fiscal 2030
The international Science Based Targets initiative approved these goals as science-based targets (SBTs) — greenhouse-gas
emissions reduction targets based on the targets set in the Paris Agreement. In addition, we will be strengthening our efforts
toward realizing substantively zero greenhouse gas emissions by 2050.

Our greenhouse gas emissions have been calculated in accordance with the "GHG Protocol," and the actual levels up through
fiscal 2022 are as follows.
The actual levels for fiscal 2023 will be published on our Company's Sustainability Website by April 2024.
https://www.fastretailing.com/eng/sustainability/environment/climatechange.html

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Our Company (Stores, Offices, etc.)
Unit: t-CO2e, Range: Fast Retailing Group
Scope Items Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022
(September (September (September (September
2018 to 2019 to 2020 to 2021 to
August 2019) August 2020) August 2021) August 2022)
Scope 1 Gas 12,295 13,026 10,029 9,738
(directly emitted by
the Company)
Scope 2 Electri Location-based 308,691 298,205 291,190 286,113
(indirectly emitted city
Market-based 298,566 279,281 275,419 159,047
by the Company)
Comparison with fiscal2019 (progress in reducing - -6.0% -8.2% -45.7%
total Scope 1 and Scope 2 market-based values)
Our Scope 1 and Scope 2 emissions have received third-party verification by SGS Japan Inc. for further credibility.
Scope of verification: Only primary domestic offices and domestic UNIQLO and G.U. stores until fiscal 2020, Fast Retailing
Group from fiscal 2021 onward

Outside of Our Company (Supply Chain, etc.)


Unit: t-CO2e, Range: Fast Retailing Group
Categories in Scope 3 Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022
(September (September (September (September
2018 to August 2019 to August 2020 to August 2021 to August
2019) 2020) 2021) 2022)
1. Purchased Products and Services 4,694,117 4,373,497 4,161,926 4,243,676
Category 1 emissions related to raw material 4,165,738 3,944,349 3,883,960 3,906,500
production, material production, and sewing for
products (UNIQLO and G.U., target range for
fiscal 2030)
Compared to fiscal 2019 - -5.3% -6.8% -6.2%
2. Capital Goods (not applicable) - - - -
3. Fuel and Energy-related Activities 43,836 41,613 42,546 24,815
(those not in Scope 1 or Scope 2)
4. Upstream Transportation and Distribution 355,654 379,042 378,114 552,711
5. Waste Generated in the Course of Business 120,006 109,636 107,578 83,335*
6. Business Trips 6,655 7,139 7,060 14,822*
7. Employee Commutes 61,120 65,314 56,402 54,554
8. Upstream Leased Assets (recorded in Scope 1 - - - -
and 2)
9. Downstream Transportation and Distribution - - - -
10. Processing of Sold Products (not applicable) - - - -
11. Use of Sold Products (not applicable) - - - -
12. Post-use Processing of Sold Products 438,926 463,751 429,219 764,228*
13. Downstream Leased Assets (not applicable) - - - -
14. Franchises 10,086 5,655 3,405 2,731
15. Investments (not applicable) - - - -
(Note) Changes have been made to the emissions units or activity level boundaries.
Our Scope 3 emissions have received third-party verification by SGS Japan Inc. for further credibility.
Scope of verification: Only Category 1 emissions for UNIQLO and G.U. product raw materials production, materials production,
and sewing up through fiscal 2021, all applicable categories for Fast Retailing Group for fiscal 2022

(3) Human capital and diversity


(i) Governance and (iii) risk management
See (1) sustainability in general (i) Governance and (iii) Risk management.
(ii) Strategy
Fast Retailing operates under the "One Globe: All Managers" policy where all employees, regardless of attributes such as
gender, nationality, religion, race, age, affiliation, and period of employment are provided growth opportunities. We also
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contribute more broadly to society by realizing our corporate philosophy of "Changing clothes. Changing conventional wisdom.
Change the world" through the creation of a work environment that allows a diverse array of personnel to shine and make full
use of their capabilities.

Priority Areas for Securing and Developing Human Resources


Fast Retailing's growth is driven by employees who are active around the world. We believe that personnel who can think for
themselves under high standards and ideals based on the common values of "trust, goodness, and beauty" and "customers first"
are the people who will help us achieve our goal of becoming the most beloved brand among customers throughout the world by
continuously challenging themselves, taking action, and realizing accomplishments. To this end, we will strengthen our efforts
to acquire and develop human resources in the following three areas.
◇ In-store salespeople who meet the true needs of our customers
In-store salespersons who think for themselves and provide truly pleasant service that best fit the realities of the community
and the true needs of customers
◇ Global management personnel
Global management personnel, including store managers, who exercise global leadership that transcends the boundaries of
countries, communities, and business areas to achieve tangible results and contribute to society
◇ World-class, highly specialized human resources
Personnel who, in addition to possessing world-class expertise in the digital, IT, creative, and global supply chain areas, among
others, are capable of developing new functions and mechanisms at a global standard meant to forge the future without being
restricted by existing concepts

Initiatives to secure personnel


◇ Promotion of Diversity
■ To continue creating LifeWear that fits into the lifestyles of all people, we will promote the development of a diverse
organization that unifies individuals with a rich array of unique characteristics and talents. We actively recruit women and
non-Japanese people who can become executive members of the Group, appoint employees who seek challenges and bring
new ideas into management and key roles regardless of their nationality or experience, and proactively support their growth
through appropriate evaluations and helping them as necessary.
■ We are advancing various measures to ensure that diverse human resources can work with peace of mind.
-Held regular female personnel development meetings, and career sessions with female executives and officers as
initiatives meant to help promote women in the workplace
-Implemented human resource systems and measures that will allow all employees to choose work styles and form careers
that fit their stage in life, such as babysitter subsidy systems and childcare support systems
-Implemented mentoring systems and intimate roundtable discussions with executive officers to support the career
development of foreign employees stationed at Tokyo Headquarters
-To better respect diversity in sexual orientation and gender identity, formed a partner registration system in 2019, formed
the LGBTQ+ network organization "Symphony," and published an in-house magazine to promote understanding of
LGBTQ+ issues
-Actively worked to hire employees with disabilities, resulting in an employment rate of people with disabilities at the
Fast Retailing Group of 4.89% in Japan in 2023 (the ratio required by law in Japan is 2.3%). These employment efforts
are currently expanding globally, including in Southeast Asia and Europe, and roughly 1,500 employees in the Group
overall (as of August 2023) are people with disabilities

◇ Advancement and Diversification of New Graduate Recruitment


■ By changing our hiring system from systems that differed by brand or sales division to one that is uniform across the Group,
we have secured the level of personnel demanded by the Company that transcend the boundaries of brands. We will also
hire high-level professionals in digital, IT, creative, global supply chain management, and other positions from among new
graduates, and train them regardless of nationality.
■ We promote the recruitment of talented personnel who are motivated to work at our stores on a global scale. We will deepen
students' understanding of and identification with our business model and the essence of our trade by providing internships
and workshops in collaboration with universities around the world. Through these measures, we will identify talented
personnel who can play an active role in the field and develop them as candidates for management.

◇ Strengthening Mid-career Recruitment of Highly Skilled Professionals


We will strengthen our recruitment of world-class, highly specialized human resources. We will hire administrative personnel
from around the world who will lead the development of new functions and expansions of business in the digital, IT, creative,
and global supply chain management areas, among others.

◇ Securing Talented In-store Salespeople


We will work to secure talented sales personnel who can embody the “digital customer retailing industry” on-site, meaning
that they strive to connect with customers, convert their opinions into products, and deliver those products in an optimal
manner. By raising compensation levels to draw in superior and driven personnel, and preparing diverse career paths that
match their capabilities and growth, we intend to retain a staff of superior personnel.

Initiatives for Personnel Development and Fair Evaluation


◇ Providing Global Growth Opportunities, Optimizing Staffing, and Promoting Organizational Diversity
■ Global Job Rotation
Our goal is to enhance our management structures in each country by optimizing our allocation of administrative personnel
at the global level. In addition, talented personnel in each country will be strategically provided with growth opportunities

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at a global scale that transcends the boundaries of their affiliated business operations and countries, and those who achieve
results will be appointed to the administrative management of each country.
■ Global Internal Recruitment
The internal recruitment system, which was previously operating within each country, shall be expanded to the Group and
global scale. We have established a global open recruitment system that clearly indicates the positions required at the Group
and global scale in which employees can apply for positions regardless of the employee's brand, country, or department of
affiliation. This system thus expands opportunities for employees to develop their careers at the global level.
■ Expanding Training Dispatches to Japan
Motivated and talented personnel overseas working at our stores throughout the world will be afforded opportunities to be
dispatched to Japan for training after they are hired. This will help them gain a first-hand understanding of the standards of
customer satisfaction achieved by Japanese store managers and salespeople, as well as the Fast Retailing philosophies and
Japanese culture that underly those standards, thereby helping train them as management candidates for the Company at the
global level.

◇ Dynamic and Fair Personnel Evaluations and Promotions


The Company has adopted a grading system that defines the skills and requirements sought for each position level, and
conducts evaluations and promotions every six months based on individual abilities, regardless of personal attributes. We will
help bolster the growth of our employees by giving them significant promotions that may involve skipping grades depending
on their growth as employees. Furthermore, in order to ensure the fairness and transparency of evaluations, evaluations will
not just be conducted by direct supervisors to the employee in question, and will instead be conducted at a department-based
evaluation meeting that will also include HR personnel, while evaluations of employees of certain grades and above will be
conducted at a global evaluation meeting that is comprised of all executive officers of the Group.

◇ Training Salespeople and Preparing Diverse Career Paths


Our salespeople are provided fair evaluations, and can take advantage of promotion systems and career paths that
accommodate their capabilities. We also provide training essential to their growth as salespeople, such as "Fast Retailing
Philosophy and Values Training" and "Training to Develop Product Proposal Capabilities that Fit the Needs of Customers and
Go Beyond Knowledge of Existing Products," at appropriate times in order to make sure that our employees can work in
environments that foster growth and long careers. Furthermore, if an employee is sufficiently motivated and capable, they can
advance their career from salesperson to store manager, and even into becoming management-level personnel. This availability
of diverse career paths has been a strength of the Company since our founding, and our policy is to expand on this even further.

Bolstering Our Internal Environment


◇ FR Management & Innovation Center
At the FR Management & Innovation Center, we promote the creation of an organization where diverse human resources
understand Fast Retailing's management philosophy and business principles, and can demonstrate their abilities in day-to-day
business activities based on these ideas. Specifically, Mr. Tadashi Yanai, Representative Director, Chairman, and President of
the Company, conducted training sessions using "Notes for Becoming a Corporate Executive," "The Spirit and Execution of
FR," and "What Has FR Changed?" In addition, we also offer opportunities for direct sessions with executive officers, such
as the CEOs of each nation including Mr. Yanai himself, and various educational and training programs. In addition, we hold
"FR Conventions" twice a year for all global store managers, head office employees, and talented store salespeople, in order
to disseminate company-wide strategies and important management messages.

◇ Expanding Global Headquarters Functions


By expanding Global Headquarters functions outside of Japan and into the United States, etc., among other locations, we will
establish a system where a diverse array of personnel can work in optimal locations while connected to the Company's core
functions and the world.

◇ Implementing Employee Engagement Surveys


In order to promote the creation of an environment in which each and every employee can work enthusiastically and grow
with urgency, we conduct an annual engagement survey of employees around the world. The survey results are analyzed by
business and by department, and issues are identified to establish KPIs for improvement measures, and promote initiatives to
improve the working environment. We also measure the progress and results of these efforts in order to connect them to further
improvements.

◇ Creating Work Environments Where Each Employee Can Actively Contribute in a Healthy and Safe Manner
■ Fast Retailing Group Health and Safety Declaration
In order to become the world's safest and healthiest company for our employees, we have established eight basic health and
safety policies and action guidelines (Fast Retailing Group Health and Safety Declaration)
■ Occupational health and safety management system
We have established the Fast Retailing Wellness Center, and are working with industrial physicians, public health nurses,
industrial counselors and related departments to implement various safety and hygiene measures, provide mental healthcare,
and otherwise support our employees. In addition to our efforts to expand these functions globally, we are also striving to
develop appropriate operations and systems for these functions by managing and operating them in a manner separate from
business management.
■ Reducing working hours
We keep comply with international standards and local laws and regulations regarding working hours, rest periods, and
holidays, and advance work styles that presume there will be no overtime work. In addition to having managerial staff in
each department oversee the monthly working hours of their employees, we are working to eliminate long working hours
by enhancing cross-departmental management and supervision of working hours through the human resource departments
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of each country and each business.

(ix) Metrics and Targets


The main indicators to measure our progress on the above policies (targets and results for fiscal 2030) are as follows.

Ratio of Women in Management Positions (as of the end of August 2023)


Ratio of Women Results Breakdown
Targets Results Total Number of Of Which are
Promotees Women
Management (Global) (Note) 50% 44.7% 2,144 958
Of Which are Executive Officers 30% 9.6% 52 5
(Global)
(Note) Management positions refer to block leaders, area managers and branch managers above a certain grade in the Sales
Department, and executive officers, general managers and leaders at headquarters

Ratio of Non-Japanese Individuals in Management Positions (as of the end of August 2023)
Ratio of Foreign Individuals Results Breakdown
Targets Results Total Number of Of Which are Non-
Promotees Japanese
Individuals
Management (Global) (Note) 80% 56.4% 2,144 1,210
Of Which are Executive Officers 40% 19.2% 52 10
(Global)
(Note) Management positions refer to block leaders, area managers and branch managers above a certain grade in the Sales
Department, and executive officers, general managers and leaders at headquarters

FR Group Engagement Survey Scores (for 2023)


Looking at the fiscal 2023 survey results, the composite index was 74.3% (of 35,058 eligible potential respondents, 32,115
answered the survey, resulting in a 92% response rate). Based on these results, we are working to investigate issues and improve
them from the perspective of engagement. We plan to continue issuing this survey in the future.
Number of Eligible Potential Respondents 35,058
Number of Respondents 32,115
Response Rate 92%
Composite Index(*) 74.3%
(Note) The percentage of employees who responded positively to engagement-related questions

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C. Risk
(1) Policy
We believe that preventing and appropriately managing apparent and potential risks, in addition to anticipating unexpected risks
such as large-scale disasters and leaks of customer information, is essential for sustainable business growth. Therefore, we
regularly identify potential risks in our business activities, pinpoint critical risks, and constantly make improvements to our
systems for managing those risks.
The Risk Management Committee has been established directly under the Board of Directors. Chaired by the Group CFO, the
Risk Management Committee centrally manages risk for the entire Company. The Risk Management Committee analyzes and
evaluates how much and how often a risk impacts on business, and discusses countermeasures, starting with the most significant
risks and risks for which systems are not yet fully in place, with the aim of keeping those risks in check before they can occur. It
also reports critical risks to the Board of Directors and provides concrete support to each department regarding risk
countermeasures.

- 27 -
(2) Individual risks
Of the risks pertaining to the status of businesses and accounting as described in the year-end report, the following are the main
risks that it is recognized would have a particularly large impact on the Group's operating results and financial situation. Future
risks discussed in the descriptions below are based on the Group's assessment as of the date of publication of this document. In
addition, the following list of risks is not exhaustive and may be affected in the future by risks that are unforeseeable or not
perceived to be critical as of the date of publication of this document. Furthermore, risks that are not indicated to have
"materialized" in the "Risks and their Effects" column have not yet resulted in material risks, and both the likelihood and timing
of their materialization remains uncertain.

Risk Item Risks and their Effects Main Initiatives


Management personnel risk Members of the Group's management team, led • In each of the Group's businesses, we have
by Chairman, President and CEO Tadashi Yanai, established a team-based executive
play a major role in their respective areas of management structure to ensure that
responsibility. If any officer becomes unable to decision-making and execution of duties are
fulfill his or her duties and the Group is unable not dependent on specific management
to find any personnel who can take on those personnel.
important responsibilities, this could have an • In each business, the managers themselves
adverse impact on business performance. personally train the management personnel
who will be their successors in those
positions.
• We also actively recruit globally active
management talent on an ongoing basis, and
we have established dedicated educational
institutions to educate and train our hired
talent into managers.

- 28 -
Risk Item Risks and their Effects Main Initiatives
Country risks and risks The Group's infrastructure for the production, • The Group is moving forward with
pertaining to international supply, and sale of products may be adversely establishing a supply chain that can respond
affairs impacted by events in countries and regions in flexibly to changes in international
which we manufacture products and conduct conditions. This includes dispersing
business, due to factors including changes in production sites across multiple countries and
political or economic conditions, social disorder regions, as well establishing production
or deterioration of public safety due to terrorism management offices at our main production
or conflicts, changes in legal or tax systems, or hubs to enable the timely monitoring of and
the occurrence of large-scale natural disasters quick response to local circumstances.
such as earthquakes, strong winds, floods, and • We have accounting, tax, and legal
infectious diseases on a global scale. specialists stationed at Group companies'
offices to ensure that we can provide quick
and appropriate responses and
communication in the event that a risk
materializes.
• With respect to cross-border tensions and
deteriorating racial relations in specific
countries and regions, the Group as a global
company aims to contribute to the resolution
of social issues in countries and regions in
which we operate, and to achieve a lasting
peaceful co-existence and co-prosperity in
the communities within each region and
country.

Environmental risks • A delay in the Group’s response to climate • We persist in continually implementing
change by, for instance, reducing greenhouse gas concrete and highly effective initiatives under
emissions or switching to renewable energies, a our Environmental Policy, in six priority areas:
delayed response to biodiversity, managing addressing climate change, improving energy
water resources, managing chemical substances, efficiency, addressing biodiversity, managing
reducing waste emissions, and shifting to a water resources, managing chemical
circular business model, among other issues, or substances, and improving waste management
the failure to appropriately implement the above and resource efficiency.
responses may result in losing the public trust in • In order to reduce our impact on climate
the Group brand. change, we will work to identify and reduce
• There is the risk that the increase in extreme greenhouse gas emissions in our business
weather due to climate change may adversely activities across the board, including every
affect our product supply systems and our stage from production to disposal of products.
business as a whole. For more information on specific initiatives,
please see: 2. Our Sustainability Approach and
Initiatives (2) Climate Change (ii) Strategy.
• We will strengthen our efforts based on our
Biodiversity Conservation Policy in order to
avoid or minimize any negative impact on
biodiversity throughout our value chain and to
conserve and restore biodiversity.

- 29 -
Risk Item Risks and their Effects Main Initiatives
Large-scale disaster risks Large-scale disasters such as earthquakes, Led by the Risk Management Committee, we
typhoons, volcanic eruptions, fires, storms and are committed to establishing an
floods, explosions, and collapsed buildings can infrastructure by which, in the event of an
adversely affect our supply and sales systems, actual or potential major earthquake or other
and also our management infrastructure in areas major disaster, we have an emergency
where there are head offices, retail stores, and command system prepared, run by the
production plants for products sold by the Emergency Response Headquarters to:
Group. ensure the safety of customers, employees,
and related personnel; mitigate damage to
business resources; prevent secondary
disasters; develop system infrastructure and
decentralized restoration bases for quickly
restoring business; prepare crisis
management manuals and promote the global
implementation of those manuals.

Risks related to resource Disasters, climate change, and other factors may We have entered into procurement
management and the cause escalating prices or difficulty in procuring agreements with multiple suppliers so that we
procurement of raw materials the raw materials (such as cotton, cashmere, are able to source reasonably priced raw
down, etc.) used in the products sold by the materials, without having to rely on a specific
Group's businesses. If these risks materialize, the supplier for a specific raw material.
Group's product supply systems and
performance may be adversely affected.

Foreign currency risks • As many of the products handled by each of • In order to mitigate foreign exchange
the Group's businesses are imported from volatility in our international businesses, we
overseas production plants, fluctuations in the have forward exchange contracts based on
currencies of settlement may have an adverse our procurement forecasts regarding each
effect on the performance of each of our country and regional business. In this
businesses in some countries or regions. process, the Group Board of Directors
• As the Group as a whole has financial assets discusses and approves specific hedging
policies such as hedge ratios, time periods,
in a variety of currencies in line with where we and other aspects, taking into account their
operate our businesses, fluctuations in exchange contribution to our financial security.
rates against the Japanese yen, which is our • The Board of Directors deliberates on the
functional currency, can have a major impact on viability of the currencies in which our
financial gains and losses. financial assets are held.
Information security risks • If sensitive information such as customer • In order to ensure that confidential
information (including personal information) information is properly managed, we have
and trade secrets, etc. were to be leaked or lost, established an Information Security Office
we would need to respond by recovering the under the direction of a Chief Security
information, and apologizing and paying Officer (CSO) who oversees the entire group,
damages. This may adversely affect our business and works in cooperation with the IT and
performance and lead to loss of trust among our legal departments of each country and region
customers. in which we operate.
• If a government were to determine that we are • The Information Security Office builds and
in violation of legal regulations that restrict the improves the infrastructure needed to
transfer of personal information between properly manage sensitive information
countries and regions, such as the EU's General (especially customers' personal information)
Data Protection Regulation (GDPR), we may in anticipation of external attacks, internal
lose customers' trust and be subject to significant fraud and various other incidents. This is
fines that would negatively impact our business done by putting in place infrastructure,
performance. evaluating our administrative processes and

- 30 -
ours contractors, establishing and
standardizing internal rules, and conducting
regular educational and awareness activities
in each business division.

- 31 -
Risk Item Risks and their Effects Main Initiatives
Intellectual property risks • Intellectual property rights apply in relation to • The Group has a dedicated department in
the Group's products and the latest technologies place dealing with intellectual property. This
used in all kinds of areas, including product department investigates infringements during
management, store operations, and e-commerce product development and during the
websites. These rights not being licensed to us implementation of technologies, and in an
by their owners would present difficulties in our effort to prevent infringements of intellectual
use of these technologies or in supplying property rights also runs education and
products. awareness activities for Group employees.
• If these technologies or products were to • We actively take steps to acquire the rights
infringe on the intellectual property rights of to new technologies that we develop.
others, we may be liable to pay substantial Furthermore, we monitor markets in the
damages or license fees that may adversely countries and regions in which we operate or
affect our business performance. plan to expand, and cooperate with local
• If the Group's products were to be copied by legal departments, local law firms, and
third parties and sold at lower prices, this may government agencies to gather information
negatively impact our business. about counterfeit products and other
intellectual property infringements.
• If an infringement is confirmed or we fear
such an infringement may have occurred, we
work with local legal departments and local
law firms to quickly consider our course of
action, including a legal response.

- 32 -
Risk Item Risks and their Effects Main Initiatives
Human rights risks • Within the Group or its supply chain, • Fast Retailing Group's human rights policy
deterioration in working environment or in is based on our view that our most important
health and safety, human rights violations such responsibility is to respect the basic human
as forced labor, child labor, harassment or rights of all people affected by the Group's
discriminatory behavior, or other such acts that businesses, whether they are employees of
significantly infringe on the human rights of the Group or of our business partners, and to
those affected may result in the Group losing the ensure those employees' physical and mental
trust of our customers and suppliers, and may health, safety, and peace of mind.
negatively impact the supply and sale of our • We have established a Human Rights
products. Committee as an advisory and supervisory
• In Europe, the United States, and other function, and we prevent human rights
countries and regions, tighter regulations and violations through implementing human
legislation aimed at protecting human rights in rights due diligence, human rights training,
the supply chain may have a negative impact on and points of contact for reporting.
the production, transportation and sales systems • Led by our Sustainability Department, we
for the Group's products. are committed to maintaining and improving
suitable working environments with regard to
our supply chain, through monitoring work
environments at supplier factories, and
operating hotlines for the employees of those
factories. We are also promoting the
procurement of raw materials for which the
production processes have been confirmed to
properly protect human rights and working
conditions, in accordance with international
standards.
• Going forward, we will establish
traceability down to the raw materials
procurement level for all countries and
regions, and we will build a system that
allows us to confirm for ourselves that there
are no issues with human rights or working
conditions throughout the entire supply
chain. In addition, we will make use of third-
party certification to objectively verify that
human rights and working conditions are
being properly protected.
• In the event that a human rights violation
does occur, in addition to the Human Rights
Committee investigating and deliberating on
the matter as necessary, we also have in place
a framework for providing mental healthcare
for the victim.

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Risk Item Risks and their Effects Main Initiatives
Risks originating from business • There are a variety of risks associated with • In order to avoid entering into business
partners business partners involved in product planning, relationships with inappropriate partners, all
production, transportation, and sales. Group companies carry out credit checks as
• These risks include the possibility that our necessary when entering into a transaction
partners may not share the values and principles with a new business partner.
of the Group, which may lead to a drop in • In addition, in order to build appropriate
business efficiency, or the possibility that it business relationships with all of our
could be difficult for us to adequately collect on partners, we have established Business
receivables. These possibilities can have an Partner Conduct Guidelines and conduct
adverse effect on our business performance, and business only with those partners who agree
may result in our unintentionally engaging in to and comply with those guidelines.
business with anti-social organizations (e.g. • In response to the risks associated with
criminal groups and individuals) or violations of dealing with delivery operators and
laws on the part of our partners. If these risks warehouse operators, each of our businesses
were to materialize, they may lead to a loss of has logistics personnel in place who are in
trust in the Group among our customers and constant communication with our delivery
society. and warehouse-operating business partners.
• In addition, for example during the These personnel are on-hand to promptly
transportation and delivery of products by report any problems that arise in product
delivery operators or while products are being shipping or storage to local management and
stored at a warehouse, products may be the Global Logistics Headquarters, a system
destroyed, damaged, or stolen as a result of a which enables them to promptly consider and
natural disaster or human behavior, or it may not action a response.
be possible to hand over products due to a
problem arising with our partner or with local
laws and regulations.

Impairment risks If profitability decreases due to changes in the • We apply impairment accounting to
business environment, impairment losses may be quickly identify signs of impairment, quickly
recorded under property, plant, and equipment identify unprofitable stores, and to ensure
and right-of-use assets, among others. proper accounting.
• We identify the underlying causes of a
store's drop in profitability, and develop
fundamental profitability improvement plans
for them.

- 34 -
Risk Item Risks and their Effects Main Initiatives
Risks arising from changes in In each country and region in which the Group's We collect timely information on the
the business environment businesses operates, changes in the business products required by customers in the
environment, such as inclement weather and countries and regions in which the Group's
changes in consumption trends, may result in businesses operate. We have the
drops in product sales and the accumulation of infrastructure in place to immediately
excess inventory, negatively impacting our commercialize those products as well as to
business performance. produce and sell the quantity required,
responding to changes in the business
environment as flexibly as possible.

- 35 -
D. Management’s Discussion and Analysis of Consolidated Financial Condition, Results of Operations and Cash Flows
(1) Summary of Business Results
(a) Business Results
Analysis of Business Results for the year ended 31 August 2023
The Fast Retailing Group reported a record high performance in fiscal 2023, or the twelve months from 1 September 2022 to
31 August 2023, with revenue rising considerably to 2.7665 trillion yen (+20.2% year-on-year) and operating profit expanding
significantly to 381.0 billion yen (+28.2% year-on-year). UNIQLO International generated strong rises in both revenue and
profits in all markets. UNIQLO International revenue surpassed 50% of consolidated revenue for the first time, and operating
profit expanded to approximately 60% of the consolidated total. UNIQLO operations in North America, Europe, and Southeast
Asia continue to expand their customer bases and have entered a solid growth phase. Meanwhile, business performance
recovered in the Greater China region from the second half of the fiscal year and entered a renewed growth phase. With all
UNIQLO International operations and our GU operation now on a solid track, we have made further progress on diversifying
our earnings pillars. We recorded 56.8 billion yen in finance income net of costs, comprising primarily of 31.5 billion yen in
interest net income and 25.3 billion yen in foreign exchange gains on foreign-currency denominated assets. As a result, profit
before income taxes increased to 437.9 billion yen (+5.9% year-on-year) and profit attributable to owners of the parent
expanded to 296.2 billion yen (+8.4% year-on-year) in fiscal 2023, which represented a new record high performance for the
third consecutive year.
Capital expenditure increased by 15.5 billion yen year-on-year in fiscal 2023 to 102.0 billion yen. That figure can be broken
down into 23.6 billion yen for UNIQLO Japan, 33.3 billion yen for UNIQLO International, 8.7 billion yen for GU, 1.8 billion
yen for Global Brands, and 34.4 billion yen for systems, etc. We are establishing a solid global operational base by investing in
new store openings, while also continuing to invest in automated warehousing.
The Fast Retailing Group has been focusing on a number of areas as part of its quest to become a global No.1 brand that is
essential to daily living and is trusted by all customers around the world. Those measures include (1) Further progressing the
development of a digital consumer retailing industry, (2) Diversifying global earnings pillars, (3) Pursuing a business model in
which the development of business itself helps advance sustainability, (4) Expanding the GU business segment, as well as
Theory and other Group brands, and (5) Strengthening human capital. We aim to enhance our product development and
branding and accelerate new store openings at UNIQLO International in particular as the growth pillar of the Fast Retailing
Group. We are also committed to creating clothing that prizes our LifeWear concept for ultimate everyday clothes in order to
help build a sustainable society. Our aim is to create high-quality clothing that lasts a long time, clothing that exerts a lower
impact on the planet and is made in healthy and safe working environments, and circular clothing that can be recycled or reused.

UNIQLO Japan
UNIQLO Japan reported increases in both revenue and profit in fiscal 2023, with revenue totaling 890.4 billion yen (+9.9%
year-on-year) and operating profit totaling 117.8 billion yen (+9.2% year-on-year). Full-year same-store sales (including e-
commerce) expanded by 7.6% year-on-year. In the first half from 1 September 2022 through 28 February 2023, same-store sales
expanded by a considerable 10.0% year-on-year thanks to strong sales of HEATTECH innerwear and other Winter items as the
weather remained cold. Same-store sales subsequently increased by 4.7% year-on-year in the second half from 1 March through
31 August 2023 on strong sales of AIRism innerwear, AirSense Jacket (Ultra Light Jacket), and Pleated Pants. Meanwhile, full-
year e-commerce sales expanded by 2.3% year-on-year in fiscal 2023 to 133.8 billion yen, constituting 15.0% of total revenue.
The UNIQLO Japan gross profit margin contracted by 1.0 point year-on-year in fiscal 2023. This was due to a 2.2 point year-
on-year contraction in the first-half gross profit margin following a considerable weakening in the yen spot exchange rates used
for additional production orders. Meanwhile, the second-half gross profit margin improved by 0.4 point year-on-year on the
back of improved discounting rates and cost of sales in the fourth quarter from June to August 2023. The selling, general and
administrative expense ratio improved by 0.6 point in fiscal 2023 as strong sales helped improve component cost ratios such as
store rents and distribution.

- 36 -
UNIQLO International
UNIQLO International reported a record high performance in fiscal 2023 on the back of significant increases in both revenue
and profit, with revenue rising to 1.4371 trillion yen (+28.5% year-on-year) and operating profit expanding to 226.9 billion yen
(+43.3% year-on-year).
Breaking down the UNIQLO International performance into individual regions and markets, the Greater China region reported
significant increases in both revenue and profit, with revenue rising to 620.2 billion yen (+15.2% year-on-year) and operating
profit totaling 104.3 billion yen (+25.0% year-on-year). While sales in the region struggled in the first half due to COVID-19,
performance recovered to a greater degree than expected in the second half, which resulted in a record full-year performance.
UNIQLO South Korea and UNIQLO Southeast Asia, India & Australia reported significantly higher revenue and profits, with
revenue for those markets rising to 449.8 billion yen (+46.1% year-on-year) and operating profit totaling 78.2 billion yen (+36.4%
year-on-year). Revenue and profit at UNIQLO South Korea increased after the operation successfully strengthened
communication of pertinent information about core products. UNIQLO Southeast Asia, India & Australia reported considerable
rises in both revenue and profit. First-half revenue and profit rose significantly on the back of strong sales primarily of core
products that were generated by an expansion in the operation’s customer base and a recovery in travel-related demand. While the
region reported a large increase in second-half revenue, second-half operating profit contracted slightly on the back of a decline
in the gross profit margin. This decline was due to our decision to conduct a certain amount of discount sales in the second half
of fiscal 2023 compared to the second half of fiscal 2022 when supply disruptions resulted in insufficient inventory, making it
impossible to conduct special sales promotions. The second-half gross profit margin was also adversely impacted by safeguard
measures in Indonesia. UNIQLO North America achieved a large increase in revenue and profit in fiscal 2023, with revenue
totaling 163.9 billion yen (+43.7% year-on-year) and operating profit totaling 21.1 billion yen (+91.9% year-on-year). The
operation managed to maintain strong sales throughout the period by holding sufficient volumes of products targeted for strategic
sales and enhancing the communication of pertinent product information. UNIQLO Europe achieved large increases in revenue
and profit in fiscal 2023, with revenue totaling 191.3 billion yen (+49.1% year-on-year) and operating profit coming in at 27.3
billion yen (+82.5% year-on-year) as European customers developed an even deeper affinity for our LifeWear concept and the
region’s customer base expanded as a result.

GU
Our GU segment reported large increases in both revenue and profit in fiscal 2023, with revenue totaling 295.2 billion yen
(+20.0% year-on-year) and operating profit totaling 26.1 billion yen (+56.8% year-on-year). GU was able to generate strong
sales throughout the period by successfully narrowing down the number of product items on offer and strategically preparing a
sufficient supply of products that captured mass fashion trends. Sales of Heavy Weight Sweat wear, Super Wide Cargo Pants,
Pull-on Pants, and other products proved especially strong. GU’s selling, general and administrative expense ratio also improved
on the large rise in sales and stronger cost controls, which led to a 2.1 point improvement in the operating profit margin.

Global Brands
In fiscal 2023, the Global Brands segment reported a rise in revenue to 141.6 billion yen (+15.0% year-on-year) and a move
back into the black after posting a business profit of 0.5 billion yen (compared to a loss of 0.2 billion yen in fiscal 2022). The
segment’s operating loss expanded to 3.0 billion yen (compared to a loss of 0.7 billion yen in fiscal 2022) but that was due to the
recording of impairment losses relating to the closure of unprofitable stores and the cost of structural reforms at the Comptoir
des Cotonniers label. Our Theory label reported significant increases in both revenue and profit, which were fueled by strong
performances from the label’s Asian and Japanese operations. Sales of jackets, pants, dresses, and other “going-out” attires
proved particularly strong after we focused primarily on appealing the value of the brand’s core ranges. Our PLST label reported
an increase in revenue and a smaller operating loss in fiscal 2023. Finally, our Comptoir des Cotonniers brand reported a decline
in revenue and a wider operating loss for the year.

- 37 -
Sustainability
Fast Retailing is advancing its LifeWear concept—the ultimate in everyday clothing, designed to make everyone's life better—
to create apparel that not only emphasizes quality, design, and price but also meets the definition of good clothing from the
standpoint of the environment, people, and society. Our sustainability activities focus on six priority material areas: Creating new
value through products and services; Respecting human rights and labor environment in our supply chain; Respecting the
environment; Strengthening communities; Supporting employee fulfillment; and Implementing good corporate governance. The
main company activities during the current consolidated fiscal year are as follows.

■ Creating new value through products and services:


UNIQLO is promoting the PEACE FOR ALL initiative, in which graphic T-shirts designed by celebrities who agree with our
desire to take action for world peace are sold worldwide at UNIQLO stores and online, with all profits (equivalent to 20% of the
sale price per shirt) donated to the three organizations with which we have formed a partnership. Donations are used to support
activities that help those affected by poverty, discrimination, violence, conflict, and war. Since the start of the initiative in June
2022, 29 groups of celebrities have participated, with proceeds reaching 697 million yen by the end of August 2023.
In addition, UNIQLO's RE.UNIQLO STUDIO, which provides customized services including repairing and remaking, opened
in Japan at the UNIQLO Setagaya Chitosedai store in October 2022, and at the Maebashi Minami IC store and Tenjin store in
April 2023. As of the end of August 2023, the total number of RE.UNIQLO STUDIO stores has increased to 25 stores in 13
countries and regions. As they help to promote UNIQLO's clothing concept of LifeWear and to support customers to enjoy their
favorite clothes, we will further develop the concept by opening six stores in Japan this September.

■ Respecting human rights and working environments in our supply chain:


We are also continually improving our efforts to address human rights and labor issues throughout our entire supply chain. At
garment factories and fabric mills, we carry out checks on the working environment and other conditions independently or
through third-party organizations, and results of these checks are disclosed on our website. In FY2023, we have expanded the
scope of our Code of Conduct to also include major textile mills upstream in our supply chain to ensure regular working
environment audits are conducted and confirm traceability information. A hotline is also available so that employees at major
garment factories and fabric mills can speak directly with Fast Retailing anonymously and in their local language. The number of
cases and a summary of complaints are disclosed on our website. We are also continuing our support through the Female
Empowerment Program at our partner garment factories, with the aim of improving the status of women in the apparel industry.

■ Respecting the environment:


Efforts are steadily being made by individual project teams to reduce greenhouse gas emissions across stores and major offices
by 90%, and by 20% across the supply chain, by FY2030 (compared to FY2019), to switch about 50% of our total raw material
usage to recycled materials, and to reduce water consumption in cotton production. Of the UNIQLO products planned for
spring/summer 2023, about 6% of all materials used were recycled, and about 24% of the polyester used was recycled. Regarding
the entire supply chain's impact on biodiversity, we are also working to lessen out impact on the environment by looking into how
production farms for cashmere and other materials affect the natural environment. As a result of our proactive initiatives and
transparency on climate change and water security, in 2022 we were recognized as an "A-List" company by the Carbon
Disclosure Project (CDP), an international non-profit organization that provides a platform for environmental information
disclosure. The UNIQLO Maebashi Minami IC store that opened in April 2023 has become a role model for energy efficiency for
its efforts including reducing power consumption through a variety of energy-saving technologies and generating electricity using
solar panels. We will continue to push on with verification and increase the number of energy-saving stores.

■ Strengthening communities:
In September 2022 we partnered with the United Nations High Commissioner for Refugees (UNHCR) to start a project
promoting self-reliance for 1,000 female Rohingya refugees in Cox's Bazar, Bangladesh—the largest refugee camp in the
world—by giving them sewing skills training so that they can start producing fabric sanitary napkins and other products. The
project produces about 2 million fabric sanitary napkins and 430,000 women's shorts, which are distributed within the refugee
camp as relief supplies. We are also making donations and providing clothing supplies to victims of the major earthquake that
struck Türkiye and Syria, as well as those affected by floods in Japan.

■ Supporting employee fulfillment:


We are implementing various initiatives to promote diversity in four priority areas of gender, Global One Team, disabilities, and
LGBTQ+, including the introduction of systems and training programs to support relevant parties. In February 2023, we received
- 38 -
a diversity score of 96 points (out of 100) and received the highest possible rating of "Best Workplace" in the 2022 D&I Awards,
which evaluate companies' efforts to promote diversity and inclusion. This award recognizes our efforts to create a work
environment that respects the individuality of each employee and provides equal opportunities to take on challenges and expand
individuals' potential.

■ Implementing good corporate governance:


Each committee is engaged in open and active discussion to enable rapid and transparent management. The Nomination and
Remuneration Advisory Committee discussed policies regarding appointment of directors and corporate auditors, as well as long-
term incentives for directors. The Human Rights Committee reported on the results of working environment monitoring audits
conducted at textile mills and on future measures to be taken. They also discussed the human rights due diligence framework for
our partners in the distribution area. The Risk Management Committee has been discussing countermeasures for information
security and other risks, and has strengthened risk management in business activities.

(b) Cash Flow Information


Cash and cash equivalents as at 31 August 2023 had decreased by 455.0 billion yen from the end of the preceding fiscal year to
903.2 billion yen.

(Operating Cash Flows)


Net cash generated by operating activities for the year ended 31 August 2023 was 463.2 billion yen (430.8 billion yen was
generated during the year ended 31 August 2022). The principal factors were cash inflow from profit before tax for 437.9 billion
yen, depreciation and amortization for 186.8 billion yen and decrease in inventories for 46.9 billion yen, and cash outflow from
foreign exchange gains for 25.3 billion yen and income taxes paid for 160.3 billion yen.

(Investing Cash Flows)


Net cash used in investing activities for the year ended 31 August 2023 was 574.4 billion yen (212.2 billion yen was used during
the year ended 31 August 2022). The principal factors were 204.8 billion yen of net increase in bank deposits with original
maturities of three months or longer and 271.7 billion yen in payments for acquisition and proceeds from sale and redemption of
investment securities.

(Financing Cash Flows)


Net cash used in financing activities for the year ended 31 August 2023 was 364.5 billion yen (213.0 billion yen was used during
the year ended 31 August 2022). The principal factors were 130.0 billion yen in repayment of redemption of bonds, 73.0 billion
yen in dividends paid to owners of the Parent and 140.6 billion yen in repayments of lease liabilities.

- 39 -
(2) Summary of Revenue and Purchasing
(a) Revenue by division
Year ended 31 August 2022 Year ended 31 August 2023
(From 1 September 2021 to (From 1 September 2022 to
31 August 2022) 31 August 2023)
Division
Revenue Percentage of total Revenue Percentage of total
(Millions of yen) (%) (Millions of yen) (%)

Men’s clothing 347,504 15.1 387,194 14.0

Women’s clothing 349,723 15.2 392,864 14.2

Children’s & babies’ clothing 63,902 2.8 65,434 2.4

Goods and other items 31,629 1.4 37,596 1.4

Total sales of UNIQLO Japan 792,759 34.5 883,090 31.9


Franchise-related income &
17,501 0.8 7,337 0.3
alteration charges
Total UNIQLO Japan operations 810,261 35.2 890,427 32.2

UNIQLO International operations 1,118,763 48.6 1,437,147 51.9

Total UNIQLO operations 1,929,024 83.8 2,327,575 84.1

GU operations 246,055 10.7 295,206 10.7

Global Brands operations 123,162 5.4 141,685 5.1

Other operations 2,880 0.1 2,090 0.1

Total 2,301,122 100.0 2,766,557 100.0


(Notes) 1. “Franchise-related income” refers to the proceeds from garment sales to franchise stores and royalty income. “Alteration
charges” refers to income generated from embroidery prints and alterations to the length of pants.
2. “UNIQLO operations” covers the selling of UNIQLO brand casual clothing.
3. “GU operations” covers the selling of GU brand casual clothing.
4. “Global Brands operations” consists of Theory operations (selling of the Theory and other brands clothing), PLST
operations (selling of the PLST and other brands clothing), COMPTOIR DES COTONNIERS operations (selling of the
COMPTOIR DES COTONNIERS and other brands clothing), and PRINCESSE TAM. TAM operations (selling of the
PRINCESSE TAM. TAM and other brands clothing).
5. “Other operations” includes the real estate leasing business, etc.
6. E-commerce revenue from UNIQLO Japan
Fiscal year ended 31 August 2022: 130,918 million yen;
Fiscal year ended 31 August 2023: 133,894 million yen.

- 40 -
(b) Sales per unit
Year ended
31 August 2023
Summary Year-on-year change (%)
(From 1 September 2022 to
31 August 2023)

Revenue 2,186,343 million yen 122.8

Sales floor area (average) 2,862,882 m2 103.6


Sales per m2
Sales per m2 (yearly) 763 thousand yen 118.5

Number of employees (average) 89,377 persons 97.1


Sales per employee
Sales per employee (yearly) 24,462 thousand yen 126.5
(Notes) 1. These figures are solely for UNIQLO Japan operations and UNIQLO International operations.
2. Sales figures indicate store sales, and do not include internet sales, products supplied to franchise stores, management and
administrative fees, or alteration charges.
3. “Sales floor area (average)” is the average number of the sales floor area as at current year end and previous year end.
4. “Number of employees (average)” includes junior employees, part-time workers, contract workers, or temporary staff
seconded from other companies, but does not include operating officers. The number of junior employees and part-time
workers is stated at the average number of registered personnel.

(c) Purchases
Year ended 31 August 2023
(From 1 September 2022 to 31 August 2023)
By product category
Year-on-year
Purchases Percentage of total
change
(Millions of yen) (%)
(%)
Men’s clothing 185,813 94.7 14.4

Women’s clothing 199,042 107.0 15.4

Children’s & babies’ clothing 31,122 89.5 2.4

Goods and other items 16,880 110.7 1.3

Total UNIQLO Japan operations 432,858 100.1 33.5

UNIQLO International operations 643,252 115.6 49.7

Total UNIQLO operations 1,076,111 108.8 83.2

GU operations 159,686 119.7 12.3

Global Brands operations 57,725 91.4 4.5

Total 1,293,522 109.1 100.0

(Notes) 1. “UNIQLO operations” covers the selling of UNIQLO brand casual clothing.
2. “GU operations” covers the selling of GU brand casual clothing.
3. “Global Brands operations” consists of Theory operations (selling of the Theory and other brands clothing), PLST
operations (selling of the PLST and other brands clothing), COMPTOIR DES COTONNIERS operations (selling of the
COMPTOIR DES COTONNIERS and other brands clothing), and PRINCESSE TAM. TAM operations (selling of the
PRINCESSE TAM. TAM and other brands clothing).
4. There are businesses other than the above, mainly real estate leasing, but they do not involve purchasing due to the nature of
the activity.

- 41 -
(3) Consideration of Performance Conditions on Management’s Perspective
(a) Significant accounting policies and estimations
The Group’s consolidated financial statements were prepared in accordance with IFRS. Accounting estimates are necessary for
the preparation of consolidated financial statements, so when judging the recoverability of impaired non-financial assets or
deferred tax assets, etc., estimates are either made based on past performance, or based on assumptions that are judged to be
reasonable under the circumstances. Please see “9. Financial Information (6) Notes to the consolidated financial statements” for
details.

(b) Analysis of management performance for the year ended 31 August 2023
Please see "D. Management’s Discussion and Analysis of Consolidated Financial Condition, Results of Operations and Cash
Flows (1) Summary of Business Results" for analysis of management performance.

(c) Sources of funding and analysis of fund liquidity


(i) Basic Approach to Financial Strategy
For the Group, the guiding principle behind the financial strategy is to maximize free cash flow through the Group's business
activities while maintaining a strong financial standing, and also to ensure investment capital for growth, and on-hand liquidity,
while preserving a certain level of shareholder returns for each fiscal year.
In order to maintain a strong financial standing, we will ensure adequate on-hand liquidity to enable us to withstand the unexpected,
such as inclement weather and infection, while continuing to adhere to the principle of funding investment capital through our
operating cash flows. In addition, we will also ensure stable external funding.

(ii) Cash Flow and Liquidity Information


As a feature of apparel retailing industry, the Group is committed to ensuring on-hand liquidity of three to five months' worth of
sales in order to prepare for unexpected circumstances on working capital or inclement weather. Cash and cash equivalents
amount to 903.2 billion yen at the end of the consolidated fiscal year under review, against revenue of 2.7665 trillion yen for the
consolidated fiscal year under review. We believe the current on-hand liquidity is adequate.

(iii) Key Details of Funding Needs


In terms of capital expenditure used in operating activities, the Group's funding needs include stock, logistics, advertising and
promotion, rental expenses (rent for stores, etc.), and labor costs.
In addition, capital expenditure for investment activities includes investing in logistics warehouses and IT investments (self-
checkouts in-store, investments in e-commerce and supply-chain-related systems) to promote the Ariake Project, in addition to
store-related investments (opening new stores and renovating existing stores).

(iv) Funding
In order to stably and swiftly secure the funds required to maintain and expand the Group's businesses, we are striving to maximize
free cash flow through our business activities while also making effective use of internal and external funds.
To maintain a strong financial standing, we are funding investment capital through our operating cash flow in principle.
However, we also plan to diversify our funding and improve capital efficiency, and also make use of corporate bonds (past
cumulative total of 500 billion yen) to raise capital. We will continue to consider procuring corporate bonds in a timely and
appropriate manner, while also investing the funds into expansion of our overseas business and promotion of various projects.
Recognizing that sustaining and improving stable external funding is an important management issue, the Group has obtained
S&P (Standard & Poor's) and JCR (Japan Credit Rating Agency) ratings. At the time of publishing, our S&P rating is
"A+" (stable) and our JCR rating is "AA" (positive). We also maintain good business relationships with key financial institutions.
During the consolidated fiscal year under review, sales and profits increased. We have been able to ensure sufficient liquidity
without the need for additional external funding due to reduction of our costs and use of inventories.
Going forward, we will continue to maintain a strong financial standing and endeavor to sustain and improve stable external
funding.

- 42 -
E. Major Contracts
Not applicable.

F. Research and Development


Not applicable.

- 43 -
5. Capital Expenditures
A. Capital Expenditures
UNIQLO Japan opened 34 new stores. UNIQLO International opened 77 stores in the Greater China, 8 in South Korea, 5 in
Singapore, 4 in Malaysia, 12 in Thailand, 9 in the Philippines, 15 in Indonesia, 7 in Australia, 7 in Vietnam, 3 in India, 6 in United
States of America, 2 in Canada, 2 in United Kingdom, and 1 in Spain. GU opened 52 new stores. In addition, Global Brands opened
41 new stores.
As a result, the Group’s capital expenditure increased by 15.5 billion yen year-on-year in fiscal 2023 to 102.0 billion yen. That
figure can be broken down into 23.6 billion yen for UNIQLO Japan, 33.3 billion for UNIQLO International, 8.7 billion yen for GU,
1.8 billion yen for Global Brands, and 34.4 billion yen for systems, etc. In addition to store openings, we are establishing a global
business foundation by continuing to invest in automated warehouses.
The above figures do not include consumption tax, etc. In addition, the investments in right-of-use assets relating to lease payments
are not included.

B. Important Facilities
As at 31 August 2023, the Group’s important facilities were shown as below:

(1) Information about the Reporting Entity


Area (m2) Capital expenditure (Millions of yen)
Number of
Company name Type of facility Location
Right-of- Deposits / employees
Land Land Buildings Others Total
use assets Guarantees

Yamaguchi City,
Head office Yamaguchi 95,255.83 1,047 673 - - 96 1,817 41
Prefecture
FAST RETAILING
CO., LTD. Commercial Chuo-ku, Fukuoka
- - 43 4,032 1,231 5,358 10,665 -
establishments City, etc.

Others 29,308.87 76 16,463 91,120 5,214 5,967 118,842 1,666

(2) Subsidiaries in Japan


Area (m2) Capital expenditure (Millions of yen)
Number of
Company name Type of facility Location
Right-of- Deposits / employees
Land Land Buildings Others Total
use assets Guarantees

Yamaguchi City,
Stores in Japan, etc. Yamaguchi 2,591.06 450 18,587 43,429 26,168 2,673 91,308 8,744
Prefecture etc.
UNIQLO CO., LTD.
UNIQLO Japan, others 19,960.76 353 7,718 44,051 4,070 30,401 86,595 3,738

Total for UNIQLO Japan 22,551.82 803 26,305 87,480 30,238 33,075 177,903 12,482
Yamaguchi City,
G.U. CO., LTD. Stores in Japan, etc. Yamaguchi - - 13,423 22,499 10,019 2,459 48,402 4,908
Prefecture, etc.
LINK THEORY Yamaguchi City,
JAPAN Stores in Japan, etc. Yamaguchi - - 229 285 198 60 774 841
CO., LTD. Prefecture, etc.
Yamaguchi City,
PLST CO., LTD. Stores in Japan, etc. Yamaguchi - - 242 297 822 98 1,461 584
Prefecture, etc.

- 44 -
(3) Overseas subsidiaries
Area (m2) Capital expenditure (Millions of yen)
Number of
Company name Type of facility Location
Right-of- Deposits / employees
Land Land Buildings Others Total
use assets Guarantees

FAST RETAILING UNIQLO


(CHINA) TRADING International store, Shanghai, PRC - - 23,443 11,969 5,209 11,978 52,601 13,591
CO., LTD etc.
UNIQLO
UNIQLO TRADING
International store, Shanghai, PRC - - 980 1,066 457 380 2,885 823
CO., LTD.
etc.
FAST RETAILING UNIQLO
(Shanghai) International store, Shanghai, PRC - - 1,071 1,420 356 245 3,093 449
TRADING CO., LTD etc.
UNIQLO
FRL Korea Co., Ltd. International store, Seoul, South Korea - - 2,893 2,920 5,063 972 11,851 1,642
etc.
FAST RETAILING
Republic of
(SINGAPORE) PTE. Office, etc. - - - 76 14 0 91 3
Singapore
Ltd.
UNIQLO
UNIQLO
(THAILAND) Bangkok,
International store, - - 2,229 3,429 1,528 1,185 8,373 1,705
COMPANY Kingdom of Thailand
etc.
LIMITED
UNIQLO
PT. Fast Retailing
International store, Jakarta, Indonesia - - 3,080 1,874 661 1,598 7,215 1,896
Indonesia
etc.
UNIQLO
UNIQLO Australia
International store, Melbourne, Australia - - 2,880 14,111 12 5,145 22,150 961
Pty Ltd.
etc.
Fast Retailing USA,
Office, etc. New York, U.S.A. - - 6,301 48,691 576 8,846 64,415 2,318
Inc.
UNIQLO EUROPE UNIQLO London, United
- - 14,424 32,366 595 4,529 51,916 3,365
LIMITED International store Kingdom
UNIQLO
UNIQLO VIETNAM Ho Chi Minh,
International store, - - 3,542 4,042 201 933 8,719 946
CO., LTD. Vietnam
etc.
UNIQLO
UNIQLO INDIA New Delhi,
International store, - - 1,693 1,389 288 458 3,829 483
PRIVATE LIMITED Republic of India
etc.
GU (Shanghai) International store,
Shanghai, PRC - - 134 180 59 23 397 79
Trading Co., Ltd. etc.
Fast Retailing France
Office, etc. Paris, France - - - 574 30 40 644 216
S.A.S.
COMPTOIR DES
International store,
COTONNIERS Paris, France - - 188 698 302 29 1,219 229
etc.
S.A.S.
PRINCESSE International store,
Paris, France - - 112 554 198 36 902 163
TAM.TAM S.A.S. etc.

(Notes) 1. When facilities are subleased within the Group, the accompanying documentation is included in the documentation
disclosed to the sublessor.
2. Most items in the “Others” category for the reporting entity are Ariake head office (Koto-ku, Tokyo), Roppongi head office
(Minato-ku, Tokyo), the old head office (Ube City, Yamaguchi), lands and buildings for store use subleased to UNIQLO
CO., LTD. and G.U. CO., LTD. by the sublessor company (Chuo-ku, Tokyo and Yokohama City, Kanagawa) and logistics
warehouses (Ibaraki City, Osaka).
3. Monetary amounts are reported at book value.
4. The number of employees does not include operating officers, junior employees, or part-time workers.
5. Assets are not expressed as allocated among business segments.

- 45 -
C. Plans for new facility construction, old facility removal
The following are the important new facility construction and / or facility removal projects planned as at 31 August 2023. In
addition, the investments in right-of-use assets relating to lease payments are not included.

(1) Important new facilities


The capital investment plans (new facility construction, expansion) for each segment for the year ending 31 August 2024 (1
September 2023 – 31 August 2024) are as follows.
Capital investment
Segment Details of investment
(Millions of yen)

UNIQLO Japan 9,710 New store openings (approx. 40 stores)

UNIQLO International 38,397 New store openings (approx. 180 stores)

GU 5,596 New store openings (approx. 43 stores)

Global Brand Business 853 New store openings (approx. 27 stores)

Others 26,800 IT-related investments, warehouses, etc.

Total 81,356

(Notes) It is expected that the Group will be able to meet its funding needs from equity capital, corporate bonds, borrowings, etc.

There were no planned construction of important facilities as at 31 August 2023.

(2) Planned removals of important facilities


There were no planned removals of important facilities as at 31 August 2023.

- 46 -
6. Stock Information and Dividend Policy
A. Stock Information
(1) Number of Shares
(a) Total number of shares
Type Total number of authorized shares (shares)

Common stock 900,000,000

Total 900,000,000

(b) Shares issued


Name of financial
Number of shares
Shares issued instrument exchange
issued as at submission
Type as at 31 August 2023 of listing or authorized Details
date (shares)
(shares) financial instruments
(30 November 2023)
firms association

Prime Market of the


Tokyo
Stock Exchange and
100 shares
Common stock 318,220,968 318,220,968 the Main board of
as one unit
The Stock Exchange of
Hong Kong Limited
(Note)
Total 318,220,968 318,220,968 - -
(Note) Hong Kong Depositary Receipts (“HDRs”) are listed on the Main Board of The Stock Exchange of Hong Kong Limited.

- 47 -
(2) Share Subscription Rights
(a) Details of the Stock Option Program
The Company has instituted a stock option program that grants rights to acquire new shares pursuant to the Companies Act of
Japan. Matters stated below are details of the program current as at the final day of the current fiscal year (31 August 2023).
Details of changes made during the period from the final day of the current fiscal year until the end of the previous month (31
October 2023) on the submission date are shown in brackets [ ].

(i) Share subscription rights A type


4th 5th 6th

Resolution date 10 October 2013 9 October 2014 8 October 2015


Employees of the Employees of the Employees of the
19 36 15
Company: Company: Company:
Class and number of recipients
Employees of the Group Employees of the Group Employees of the Group
subsidiaries: 11 subsidiaries: 16 subsidiaries: 19
Number of stock options (Shares) 1,392 [398] 6,495 [6,372] 357 [357]
Type of shares to be issued upon
Common stock Same as left Same as left
exercise of share subscription rights
Number of shares to be issued upon
exercise of share subscription rights 4,176 [1,194] 19,485 [19,116] 1,071 [1,071]
(Shares)
Number of shares allocated times
¥1 exercise price per share for all
Amount to be paid upon exercise of
shares to be obtained through Same as left Same as left
share subscription rights (Yen)
exercise of the share subscription
rights.
Exercise period of share From 3 December 2016 From 14 November 2017 From 13 November 2018
subscription rights to 2 December 2023 to 13 November 2024 to 12 November 2025
Fair value on the grant date and
amount of paid-in capital per share Issue price: 12,370 Issue price: 14,125 Issue price: 15,219
upon exercise of share subscription Paid-in capital: 6,185 Paid-in capital: 7,062 Paid-in capital: 7,609
rights (Yen)
If a holder of share subscription
rights waives the right to acquire
Exercise conditions of share
shares, the share subscription Same as left Same as left
subscription rights
rights shall be forfeited and may
not be exercised.
Any acquisition of share
subscription rights by transfer
Matters pertaining to transfer of
shall require an authorizing Same as left Same as left
share subscription rights
resolution from the Board of
Directors.
Matters pertaining to issuing of
share subscription rights in (Note 1) Same as left Same as left
conjunction with reorganization

- 48 -
7th 8th 9th

Resolution date 13 October 2016 12 October 2017 11 October 2018


Employees of the Employees of the Employees of the
16 19 17
Company: Company: Company:
Class and number of recipients
Employees of the Group Employees of the Group Employees of the Group
subsidiaries: 23 subsidiaries: 27 subsidiaries: 32
Number of stock options (Shares) 835 [835] 2,596 [2,596] 2,166 [2,166]
Type of shares to be issued upon
Common stock Same as left Same as left
exercise of share subscription rights
Number of shares to be issued upon
exercise of share subscription rights 2,505 [2,505] 7,788 [7,788] 6,498 [6,498]
(Shares)
Number of shares allocated times
¥1 exercise price per share for all
Amount to be paid upon exercise of
shares to be obtained through Same as left Same as left
share subscription rights (Yen)
exercise of the share subscription
rights.
Exercise period of share From 11 November 2019 From 10 November 2020 From 9 November 2021
subscription rights to 10 November 2026 to 9 November 2027 to 8 November 2028
Fair value on the grant date and
amount of paid-in capital per share Issue price: 11,561 Issue price: 12,549 Issue price: 19,425
upon exercise of share subscription Paid-in capital: 5,780 Paid-in capital: 6,274 Paid-in capital: 9,712
rights (Yen)
If a holder of share subscription
rights waives the right to acquire
Exercise conditions of share
shares, the share subscription Same as left Same as left
subscription rights
rights shall be forfeited and may
not be exercised.
Any acquisition of share
subscription rights by transfer
Matters pertaining to transfer of
shall require an authorizing Same as left Same as left
share subscription rights
resolution from the Board of
Directors.
Matters pertaining to issuing of
share subscription rights in (Note 1) Same as left Same as left
conjunction with reorganization

- 49 -
10th 11th 12th

Resolution date 10 October 2019 15 October 2020 14 October 2021


Employees of the Employees of the Employees of the
11 18 19
Company: Company: Company:
Class and number of recipients
Employees of the Group Employees of the Group Employees of the Group
subsidiaries: 46 subsidiaries: 47 subsidiaries: 47
Number of stock options (Shares) 2,038 [2,038] 1,746 [1,746] 2,479 [2,479]
Type of shares to be issued upon
Common stock Same as left Same as left
exercise of share subscription rights
Number of shares to be issued upon
exercise of share subscription rights 6,114 [6,114] 5,238 [5,238] 7,437 [7,437]
(Shares)
Number of shares allocated times
¥1 exercise price per share for all
Amount to be paid upon exercise of
shares to be obtained through Same as left Same as left
share subscription rights (Yen)
exercise of the share subscription
rights.
Exercise period of share From 8 November 2022 From 13 November 2023 From 12 November 2024
subscription rights to 7 November 2029 to 12 November 2030 to 11 November 2031
Fair value on the grant date and
amount of paid-in capital per share Issue price: 22,019 Issue price: 25,853 Issue price: 24,391
upon exercise of share subscription Paid-in capital: 11,010 Paid-in capital: 12,926 Paid-in capital: 12,195
rights (Yen)
If a holder of share subscription
rights waives the right to acquire
Exercise conditions of share
shares, the share subscription Same as left Same as left
subscription rights
rights shall be forfeited and may
not be exercised.
Any acquisition of share
subscription rights by transfer
Matters pertaining to transfer of
shall require an authorizing Same as left Same as left
share subscription rights
resolution from the Board of
Directors.
Matters pertaining to issuing of
share subscription rights in (Note 1) Same as left Same as left
conjunction with reorganization

- 50 -
13th

Resolution date 15 December 2022

Class and number of recipients Officers of the Company: 37

Number of stock options (Shares) 7,783 [7,783]


Type of shares to be issued upon
Common stock
exercise of share subscription rights
Number of shares to be issued upon
exercise of share subscription rights 23,349 [23,349]
(Shares)
Number of shares allocated times
¥1 exercise price per share for all
Amount to be paid upon exercise of
shares to be obtained through
share subscription rights (Yen)
exercise of the share subscription
rights.
Exercise period of share From 20 January 2026
subscription rights to 19 January 2033
Fair value on the grant date and
amount of paid-in capital per share Issue price: 23,605
upon exercise of share subscription Paid-in capital: 11,803
rights (Yen)
If a holder of share subscription
rights waives the right to acquire
Exercise conditions of share
shares, the share subscription
subscription rights
rights shall be forfeited and may
not be exercised.
Any acquisition of share
subscription rights by transfer
Matters pertaining to transfer of
shall require an authorizing
share subscription rights
resolution from the Board of
Directors.
Matters pertaining to issuing of
share subscription rights in (Note 1)
conjunction with reorganization

- 51 -
(Note 1) Upon any reorganization of the Company (collectively referred to as “Reorganization”) consisting of merger (limited to cases
where the Company becomes extinct thereby), absorption-type company split or incorporation-type company split (in each
event, limited to cases where the Company is the entity resulting from the company split), or exchange or transfer of shares (in
each event, limited to cases where the Company becomes a wholly owned subsidiary), parties holding share subscription
rights in existence immediately preceding the effective date of such Reorganization (hereinafter referred to as “Outstanding
Share Subscription Rights”) shall, in each applicable case, be issued share subscription rights for shares of the resulting
company as prescribed in Article 236 (1) viii of the Companies Act of Japan (hereinafter referred to as the “Company
Resulting From Reorganization”). In such event, any Outstanding Share Subscription Rights shall lapse and the Company
Resulting From Reorganization shall issue new share subscription rights; provided, however, that terms and conditions
stipulating that the Company Resulting From Reorganization shall issue share subscription rights that prescribe the matters
stated below shall be included in any absorption merger agreement, new merger agreement, absorption-type company split
agreement, incorporation-type company split plan, share exchange agreement, or transfer of shares plan.
1. Number of share subscription rights to be issued by the Company Resulting From Reorganization:
Each holder of Outstanding Share Subscription Rights shall be issued the same number thereof.
2. Type of shares of the Company Resulting From Reorganization underlying the share subscription rights:
Common stock of the Company Resulting From Reorganization.
3. Number of shares of the Company Resulting From Reorganization underlying the share subscription rights:
A proposal stating the conditions for Reorganization and the like shall include a finalized statement of the type and number
of shares underlying the above-mentioned share subscription rights.
4. Value of property to be incorporated upon exercise of the share subscription rights:
The value of property to be incorporated upon exercise of share subscription rights that are issued shall be the amount
obtained by multiplying the exercise price after reorganization prescribed below by the number of shares of the Company
Resulting From Reorganization underlying the share subscription rights that have been finalized as stated in No. 3. above.
The exercise price after Reorganization shall be 1 yen per share of the Company Resulting From Reorganization that can be
issued upon exercise of each share subscription right that is issued.
5. Period during which share subscription rights can be exercised:
The period from the later of either the first day of the period during which share subscription rights can be exercised as
prescribed above or the day on which a Reorganization takes effect through the final day of the period during which share
subscription rights can be exercised as prescribed above.
6. Matters pertaining to the increase of capital and capital reserve resulting from the issuance of shares upon exercise of the
share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
7. Restrictions on acquisition of share subscription rights by transfer:
Any acquisition of share subscription rights by transfer shall require an authorizing resolution from the Board of Directors
of the Company Resulting From Reorganization.
8. Terms and conditions for acquisition of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
9. Conditions for exercise of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.

(Note 2) Based on the resolution of the Board of Directors meeting held on 15 December 2022, our common stock has been split on a
3-to-1 basis, effective 1 March 2023. As a result, the number of shares to be issued upon exercise of share subscription rights,
the fair value on the grant date and amount of paid-in capital per share upon exercise of share subscription rights have been
adjusted.

- 52 -
(ii) Share subscription rights B type
4th 5th 6th

Resolution date 10 October 2013 9 October 2014 8 October 2015


Employees of the Employees of the Employees of the
180 223 274
Company: Company: Company:
Class and number of recipients
Employees of the Group Employees of the Group Employees of the Group
subsidiaries: 706 subsidiaries: 785 subsidiaries: 921
Number of stock options (Shares) 1,622 [668] 4,240 [4,126] 4,932 [4,654]
Type of shares to be issued upon
Common stock Same as left Same as left
exercise of share subscription rights
Number of shares to be issued upon
exercise of share subscription rights 4,866 [2,004] 12,720 [12,378] 14,796 [13,962]
(Shares)
Number of shares allocated times
¥1 exercise price per share for all
Amount to be paid upon exercise of
shares to be obtained through Same as left Same as left
share subscription rights (Yen)
exercise of the share subscription
rights.
Exercise period of share From 3 January 2014 From 14 December 2014 From 13 December 2015
subscription rights to 2 December 2023 to 13 November 2024 to 12 November 2025
Fair value on the grant date and
amount of paid-in capital per share Issue price: 12,505 Issue price: 14,266 Issue price: 15,382
upon exercise of share subscription Paid-in capital: 6,252 Paid-in capital: 7,133 Paid-in capital: 7,691
rights (Yen)
If a holder of share subscription
rights waives the right to acquire
Exercise conditions of share
shares, the share subscription Same as left Same as left
subscription rights
rights shall be forfeited and may
not be exercised.
Any acquisition of share
subscription rights by transfer
Matters pertaining to transfer of
shall require an authorizing Same as left Same as left
share subscription rights
resolution from the Board of
Directors.
Matters pertaining to issuing of
share subscription rights in (Note 1) Same as left Same as left
conjunction with reorganization

- 53 -
7th 8th 9th

Resolution date 13 October 2016 12 October 2017 11 October 2018


Employees of the Employees of the Employees of the
339 395 419
Company: Company: Company:
Class and number of recipients
Employees of the Group Employees of the Group Employees of the Group
subsidiaries: 1,096 subsidiaries: 1,152 subsidiaries: 1,267
Number of stock options (Shares) 7,363 [6,937] 13,190 [12,820] 11,795 [11,500]
Type of shares to be issued upon
Common stock Same as left Same as left
exercise of share subscription rights
Number of shares to be issued upon
exercise of share subscription rights 22,089 [20,811] 39,570 [38,460] 35,385 [34,500]
(Shares)
Number of shares allocated times
¥1 exercise price per share for all
Amount to be paid upon exercise of
shares to be obtained through Same as left Same as left
share subscription rights (Yen)
exercise of the share subscription
rights.
Exercise period of share subscription From 11 December 2016 From 10 December 2017 From 9 December 2018
rights to 10 November 2026 to 9 November 2027 to 8 November 2028
Fair value on the grant date and
amount of paid-in capital per share Issue price: 11,722 Issue price: 12,711 Issue price: 19,630
upon exercise of share subscription Paid-in capital: 5,861 Paid-in capital: 6,355 Paid-in capital: 9,815
rights (Yen)
If a holder of share subscription
rights waives the right to acquire
Exercise conditions of share
shares, the share subscription rights Same as left Same as left
subscription rights
shall be forfeited and may not be
exercised.
Any acquisition of share
Matters pertaining to transfer of share subscription rights by transfer shall
Same as left Same as left
subscription rights require an authorizing resolution
from the Board of Directors.
Matters pertaining to issuing of share
subscription rights in conjunction (Note 1) Same as left Same as left
with reorganization

- 54 -
10th 11th 12th

Resolution date 10 October 2019 15 October 2020 14 October 2021


Employees of the Employees of the Employees of the
528 694 736
Company: Company: Company:
Class and number of recipients
Employees of the Employees of the Employees of the
Group subsidiaries: 1,389 Group subsidiaries: 1,435 Group subsidiaries: 1,521
Number of stock options (Shares) 14,616 [14,228] 9,806 [9,413] 16,495 [15,945]
Type of shares to be issued upon
Common stock Same as left Same as left
exercise of share subscription rights
Number of shares to be issued upon
exercise of share subscription rights 43,848 [42,684] 29,418 [28,239] 49,485 [47,835]
(Shares)
Number of shares allocated times
¥1 exercise price per share for all
Amount to be paid upon exercise of
shares to be obtained through Same as left Same as left
share subscription rights (Yen)
exercise of the share subscription
rights.
Exercise period of share From 8 December 2019 From 13 December 2020 From 12 December 2021
subscription rights to 7 November 2029 to 12 November 2030 to 11 November 2031
Fair value on the grant date and
amount of paid-in capital per share Issue price: 22,244 Issue price: 26,079 Issue price: 24,616
upon exercise of share subscription Paid-in capital: 11,122 Paid-in capital: 13,039 Paid-in capital: 12,308
rights (Yen)
If a holder of share subscription
rights waives the right to acquire
Exercise conditions of share
shares, the share subscription Same as left Same as left
subscription rights
rights shall be forfeited and may
not be exercised.
Any acquisition of share
subscription rights by transfer
Matters pertaining to transfer of
shall require an authorizing Same as left Same as left
share subscription rights
resolution from the Board of
Directors.
Matters pertaining to issuing of
share subscription rights in (Note 1) Same as left Same as left
conjunction with reorganization

- 55 -
(Note 1) Upon any reorganization of the Company (collectively referred to as “Reorganization”) consisting of merger (limited to cases
where the Company becomes extinct thereby), absorption-type company split or incorporation-type company split (in each
event, limited to cases where the Company is the entity resulting from the company split), or exchange or transfer of shares (in
each event, limited to cases where the Company becomes a wholly owned subsidiary), parties holding share subscription
rights in existence immediately preceding the effective date of such Reorganization (hereinafter referred to as “Outstanding
Share Subscription Rights”) shall, in each applicable case, be issued share subscription rights for shares of the resulting
company as prescribed in Article 236 (1) viii of the Companies Act of Japan (hereinafter referred to as the “Company
Resulting From Reorganization”). In such event, any Outstanding Share Subscription Rights shall lapse and the Company
Resulting From Reorganization shall issue new share subscription rights; provided, however, that terms and conditions
stipulating that the Company Resulting From Reorganization shall issue share subscription rights that prescribe the matters
stated below shall be included in any absorption merger agreement, new merger agreement, absorption-type company split
agreement, incorporation-type company split plan, share exchange agreement, or transfer of shares plan.
1. Number of share subscription rights to be issued by the Company Resulting From Reorganization:
Each holder of Outstanding Share Subscription Rights shall be issued the same number thereof.
2. Type of shares of the Company Resulting From Reorganization underlying the share subscription rights:
Common stock of the Company Resulting From Reorganization.
3. Number of shares of the Company Resulting From Reorganization underlying the share subscription rights:
A proposal stating the conditions for Reorganization and the like shall include a finalized statement of the type and number
of shares underlying the above-mentioned share subscription rights.
4. Value of property to be incorporated upon exercise of the share subscription rights:
The value of property to be incorporated upon exercise of share subscription rights that are issued shall be the amount
obtained by multiplying the exercise price after reorganization prescribed below by the number of shares of the Company
Resulting From Reorganization underlying the share subscription rights that have been finalized as stated in No. 3. above.
The exercise price after Reorganization shall be 1 yen per share of the Company Resulting From Reorganization that can be
issued upon exercise of each share subscription right that is issued.
5. Period during which share subscription rights can be exercised:
The period from the later of either the first day of the period during which share subscription rights can be exercised as
prescribed above or the day on which a Reorganization takes effect through the final day of the period during which share
subscription rights can be exercised as prescribed above.
6. Matters pertaining to the increase of capital and capital reserve resulting from the issuance of shares upon exercise of the
share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
7. Restrictions on acquisition of share subscription rights by transfer:
Any acquisition of share subscription rights by transfer shall require an authorizing resolution from the Board of Directors
of the Company Resulting From Reorganization.
8. Terms and conditions for acquisition of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
9. Conditions for exercise of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.

(Note 2) Based on the resolution of the Board of Directors meeting held on 15 December 2022, our common stock has been split on a
3-to-1 basis, effective 1 March 2023. As a result, the number of shares to be issued upon exercise of share subscription rights,
the fair value on the grant date and amount of paid-in capital per share upon exercise of share subscription rights have been
adjusted.

- 56 -
(iii) Share subscription rights C type
11th 12th

Resolution date 15 October 2020 14 October 2021


Employees of the Employees of the
Class and number of recipients 41 39
Company: Company:
Number of stock options (Shares) 2,865 [2,865] 2,576 [2,576]
Type of shares to be issued upon
Common stock Same as left
exercise of share subscription rights
Number of shares to be issued upon
exercise of share subscription rights 8,595 [8,595] 7,728 [7,728]
(Shares)
Number of shares allocated times
¥1 exercise price per share for all
Amount to be paid upon exercise of
shares to be obtained through Same as left
share subscription rights (Yen)
exercise of the share subscription
rights.
Exercise period of share
13 November 2023 12 November 2024
subscription rights
Fair value on the grant date and
amount of paid-in capital per share Issue price: 26,397 Issue price: 24,934
upon exercise of share subscription Paid-in capital: 13,199 Paid-in capital: 12,467
rights (Yen)
If a holder of share subscription
rights waives the right to acquire
Exercise conditions of share
shares, the share subscription Same as left
subscription rights
rights shall be forfeited and may
not be exercised.
Any acquisition of share
subscription rights by transfer
Matters pertaining to transfer of
shall require an authorizing Same as left
share subscription rights
resolution from the Board of
Directors.
Matters pertaining to issuing of
share subscription rights in (Note 1) Same as left
conjunction with reorganization

- 57 -
(Note 1) Upon any reorganization of the Company (collectively referred to as “Reorganization”) consisting of merger (limited to cases
where the Company becomes extinct thereby), absorption-type company split or incorporation-type company split (in each
event, limited to cases where the Company is the entity resulting from the company split), or exchange or transfer of shares (in
each event, limited to cases where the Company becomes a wholly owned subsidiary), parties holding share subscription rights
in existence immediately preceding the effective date of such Reorganization (hereinafter referred to as “Outstanding Share
Subscription Rights”) shall, in each applicable case, be issued share subscription rights for shares of the resulting company as
prescribed in Article 236 (1) viii of the Companies Act of Japan (hereinafter referred to as the “Company Resulting From
Reorganization”). In such event, any Outstanding Share Subscription Rights shall lapse and the Company Resulting From
Reorganization shall issue new share subscription rights; provided, however, that terms and conditions stipulating that the
Company Resulting From Reorganization shall issue share subscription rights that prescribe the matters stated below shall be
included in any absorption merger agreement, new merger agreement, absorption-type company split agreement,
incorporation-type company split plan, share exchange agreement, or transfer of shares plan.
1. Number of share subscription rights to be issued by the Company Resulting From Reorganization:
Each holder of Outstanding Share Subscription Rights shall be issued the same number thereof.
2. Type of shares of the Company Resulting From Reorganization underlying the share subscription rights:
Common stock of the Company Resulting From Reorganization.
3. Number of shares of the Company Resulting From Reorganization underlying the share subscription rights:
A proposal stating the conditions for Reorganization and the like shall include a finalized statement of the type and number
of shares underlying the above-mentioned share subscription rights.
4. Value of property to be incorporated upon exercise of the share subscription rights:
The value of property to be incorporated upon exercise of share subscription rights that are issued shall be the amount
obtained by multiplying the exercise price after reorganization prescribed below by the number of shares of the Company
Resulting From Reorganization underlying the share subscription rights that have been finalized as stated in No. 3. above.
The exercise price after Reorganization shall be 1 yen per share of the Company Resulting From Reorganization that can be
issued upon exercise of each share subscription right that is issued.
5. Period during which share subscription rights can be exercised:
The period from the later of either the day on which share subscription rights can be exercised as prescribed above or the
day on which a Reorganization takes effect.
6. Matters pertaining to the increase of capital and capital reserve resulting from the issuance of shares upon exercise of the
share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
7. Restrictions on acquisition of share subscription rights by transfer:
Any acquisition of share subscription rights by transfer shall require an authorizing resolution from the Board of Directors
of the Company Resulting From Reorganization.
8. Terms and conditions for acquisition of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
9. Conditions for exercise of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.

(Note 2) Based on the resolution of the Board of Directors meeting held on 15 December 2022, our common stock has been split on a
3-to-1 basis, effective 1 March 2023. As a result, the number of shares to be issued upon exercise of share subscription rights,
the fair value on the grant date and amount of paid-in capital per share upon exercise of share subscription rights have been
adjusted.

- 58 -
(iv) 13th share subscription rights F type
Resolution date 15 December 2022

Class and number of recipients Officers of the Company: 2

Number of stock options (Shares) 18,305 [18,305]


Type of shares to be issued upon
Common stock
exercise of share subscription rights
Number of shares to be issued upon
exercise of share subscription rights 54,915 [54,915]
(Shares)
Number of shares allocated times ¥1
Amount to be paid upon exercise of exercise price per share for all shares
share subscription rights (Yen) to be obtained through exercise of
the share subscription rights.
Exercise period of share From 20 January 2028
subscription rights to 19 January 2033
Fair value on the grant date and
amount of paid-in capital per share Issue price: 23,410
upon exercise of share subscription Paid-in capital: 11,705
rights (Yen)
If a holder of share subscription
rights waives the right to acquire
Exercise conditions of share
shares, the share subscription rights
subscription rights
shall be forfeited and may not be
exercised.
Any acquisition of share
Matters pertaining to transfer of subscription rights by transfer shall
share subscription rights require an authorizing resolution
from the Board of Directors.
Matters pertaining to issuing of
share subscription rights in (Note 1)
conjunction with reorganization

- 59 -
(Note 1) Upon any reorganization of the Company (collectively referred to as “Reorganization”) consisting of merger (limited to cases
where the Company becomes extinct thereby), absorption-type company split or incorporation-type company split (in each
event, limited to cases where the Company is the entity resulting from the company split), or exchange or transfer of shares (in
each event, limited to cases where the Company becomes a wholly owned subsidiary), parties holding share subscription
rights in existence immediately preceding the effective date of such Reorganization (hereinafter referred to as “Outstanding
Share Subscription Rights”) shall, in each applicable case, be issued share subscription rights for shares of the resulting
company as prescribed in Article 236 (1) viii of the Companies Act of Japan (hereinafter referred to as the “Company
Resulting From Reorganization”). In such event, any Outstanding Share Subscription Rights shall lapse and the Company
Resulting From Reorganization shall issue new share subscription rights; provided, however, that terms and conditions
stipulating that the Company Resulting From Reorganization shall issue share subscription rights that prescribe the matters
stated below shall be included in any absorption merger agreement, new merger agreement, absorption-type company split
agreement, incorporation-type company split plan, share exchange agreement, or transfer of shares plan.
1. Number of share subscription rights to be issued by the Company Resulting From Reorganization:
Each holder of Outstanding Share Subscription Rights shall be issued the same number thereof.
2. Type of shares of the Company Resulting From Reorganization underlying the share subscription rights:
Common stock of the Company Resulting From Reorganization.
3. Number of shares of the Company Resulting From Reorganization underlying the share subscription rights:
A proposal stating the conditions for Reorganization and the like shall include a finalized statement of the type and number
of shares underlying the above-mentioned share subscription rights.
4. Value of property to be incorporated upon exercise of the share subscription rights:
The value of property to be incorporated upon exercise of share subscription rights that are issued shall be the amount
obtained by multiplying the exercise price after reorganization prescribed below by the number of shares of the Company
Resulting From Reorganization underlying the share subscription rights that have been finalized as stated in No. 3. above.
The exercise price after Reorganization shall be 1 yen per share of the Company Resulting From Reorganization that can be
issued upon exercise of each share subscription right that is issued.
5. Period during which share subscription rights can be exercised:
The period from the later of either the day on which share subscription rights can be exercised as prescribed above or the
day on which a Reorganization takes effect.
6. Matters pertaining to the increase of capital and capital reserve resulting from the issuance of shares upon exercise of the
share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
7. Restrictions on acquisition of share subscription rights by transfer:
Any acquisition of share subscription rights by transfer shall require an authorizing resolution from the Board of Directors
of the Company Resulting From Reorganization.
8. Terms and conditions for acquisition of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
9. Conditions for exercise of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.

(Note 2) Based on the resolution of the Board of Directors meeting held on 15 December 2022, our common stock has been split on a
3-to-1 basis, effective 1 March 2023. As a result, the number of shares to be issued upon exercise of share subscription rights,
the fair value on the grant date and amount of paid-in capital per share upon exercise of share subscription rights have been
adjusted.

- 60 -
(v) 13th share subscription rights G type
Resolution date 15 December 2022

Class and number of recipients Officers of the Company: 7

Number of stock options (Shares) 48,815 [48,815]


Type of shares to be issued upon
Common stock
exercise of share subscription rights
Number of shares to be issued upon
exercise of share subscription rights 146,445 [146,445]
(Shares)
Number of shares allocated times ¥1
Amount to be paid upon exercise of exercise price per share for all shares
share subscription rights (Yen) to be obtained through exercise of
the share subscription rights.
Exercise period of share From 20 January 2028
subscription rights to 19 January 2063
Fair value on the grant date and
amount of paid-in capital per share Issue price: 20,670
upon exercise of share subscription Paid-in capital: 10,335
rights (Yen)
If a holder of share subscription
rights waives the right to acquire
Exercise conditions of share
shares, the share subscription rights
subscription rights
shall be forfeited and may not be
exercised.
Any acquisition of share
Matters pertaining to transfer of subscription rights by transfer shall
share subscription rights require an authorizing resolution
from the Board of Directors.
Matters pertaining to issuing of
share subscription rights in (Note 1)
conjunction with reorganization

- 61 -
(Note 1) Upon any reorganization of the Company (collectively referred to as “Reorganization”) consisting of merger (limited to cases
where the Company becomes extinct thereby), absorption-type company split or incorporation-type company split (in each
event, limited to cases where the Company is the entity resulting from the company split), or exchange or transfer of shares (in
each event, limited to cases where the Company becomes a wholly owned subsidiary), parties holding share subscription
rights in existence immediately preceding the effective date of such Reorganization (hereinafter referred to as “Outstanding
Share Subscription Rights”) shall, in each applicable case, be issued share subscription rights for shares of the resulting
company as prescribed in Article 236 (1) viii of the Companies Act of Japan (hereinafter referred to as the “Company
Resulting From Reorganization”). In such event, any Outstanding Share Subscription Rights shall lapse and the Company
Resulting From Reorganization shall issue new share subscription rights; provided, however, that terms and conditions
stipulating that the Company Resulting From Reorganization shall issue share subscription rights that prescribe the matters
stated below shall be included in any absorption merger agreement, new merger agreement, absorption-type company split
agreement, incorporation-type company split plan, share exchange agreement, or transfer of shares plan.
1. Number of share subscription rights to be issued by the Company Resulting From Reorganization:
Each holder of Outstanding Share Subscription Rights shall be issued the same number thereof.
2. Type of shares of the Company Resulting From Reorganization underlying the share subscription rights:
Common stock of the Company Resulting From Reorganization.
3. Number of shares of the Company Resulting From Reorganization underlying the share subscription rights:
A proposal stating the conditions for Reorganization and the like shall include a finalized statement of the type and number
of shares underlying the above-mentioned share subscription rights.
4. Value of property to be incorporated upon exercise of the share subscription rights:
The value of property to be incorporated upon exercise of share subscription rights that are issued shall be the amount
obtained by multiplying the exercise price after reorganization prescribed below by the number of shares of the Company
Resulting From Reorganization underlying the share subscription rights that have been finalized as stated in No. 3. above.
The exercise price after Reorganization shall be 1 yen per share of the Company Resulting From Reorganization that can be
issued upon exercise of each share subscription right that is issued.
5. Period during which share subscription rights can be exercised:
The period from the later of either the day on which share subscription rights can be exercised as prescribed above or the
day on which a Reorganization takes effect.
6. Matters pertaining to the increase of capital and capital reserve resulting from the issuance of shares upon exercise of the
share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
7. Restrictions on acquisition of share subscription rights by transfer:
Any acquisition of share subscription rights by transfer shall require an authorizing resolution from the Board of Directors
of the Company Resulting From Reorganization.
8. Terms and conditions for acquisition of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
9. Conditions for exercise of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.

(Note 2) Based on the resolution of the Board of Directors meeting held on 15 December 2022, our common stock has been split on a
3-to-1 basis, effective 1 March 2023. As a result, the number of shares to be issued upon exercise of share subscription rights,
the fair value on the grant date and amount of paid-in capital per share upon exercise of share subscription rights have been
adjusted.

(b) Content of Rights Plan


Not applicable.
(c) Other Share Subscription Rights
Not applicable.

- 62 -
(3) Exercise of convertible bonds with conditional permission for adjustment of exercise price
Not applicable.

(4) Change in Total Number of Shares Issued, Capital Stock


Increase /
Increase / Increase /
Balance of total Balance of decrease Balance of
decrease in total decrease
number of capital stock in capital capital reserve
Date number of in capital stock
shares issued (Millions of reserve (Millions of
shares (Millions of
(Shares) yen) (Millions of yen)
issued (Shares) yen)
yen)
1 March 2023
212,147,312 318,220,968 - 10,273 - 4,578
(Note)
(Note) The increase in total number of shares issued is due to our common stock being split on a 3-to-1 basis on 1 March 2023 based
on a resolution at the Board of Directors meeting held on 15 December 2022.

(5) Status by Type of Holder


As at 31 August 2023
Shares (One unit = 100 shares)
Shares
Foreign corporations, etc. less than
Class Government, Traders of
Financial Other Individuals & one unit
municipal financial Total
institutions corporations Excl. others (shares)
entities products Individuals
individuals

Number of
- 61 37 196 948 46 10,356 11,644 -
shareholders (persons)
Number of shares held
- 1,018,065 65,779 254,772 730,891 117 1,111,117 3,180,741 146,868
(trading units)
Percentage of shares
- 32.01 2.07 8.01 22.98 0.00 34.93 100.00 -
held (%)
(Notes) 1. The 11,552,700 shares of treasury stock include 115,527 units of shares held by individuals and others.
2. Figures shown in the columns “Other corporations” and “Shares less than one unit” include 83 units of shares and 52
shares, respectively, in the name of Japan Securities Depository Center, Inc.

- 63 -
(6) Major Shareholders
As at 31 August 2023
Number of Percentage of
shares held total number of
Name or trade name Address
(Thousand shares issued
shares) (%)
2-11-3 Hamamatsu-cho, Minato-ku,
The Master Trust Bank of Japan, Ltd. 67,016 21.85
Tokyo
Tadashi Yanai Shibuya-ku, Tokyo 59,751 19.48

Custody Bank of Japan, Ltd. 1-8-11 Harumi, Chuo-ku, Tokyo 32,868 10.72

De Entree 99, 1101HE Amsterdam,


TTY Management B.V. 15,930 5.19
The Netherlands
Kazumi Yanai New York, U.S.A. 14,345 4.68

Koji Yanai Shibuya-ku, Tokyo 14,343 4.68

Fight & Step Co., Ltd. 1-4-3 Mita, Meguro-ku, Tokyo 14,250 4.65

MASTERMIND, LLC 1-4-3 Mita, Meguro-ku, Tokyo 10,830 3.53

STATE STREET BANK AND TRUST P.O. Box 351, Boston, Massachusetts,
COMPANY (Standing proxy Mizuho U.S.A., 02101 8,429 2.75
Bank, Ltd.) (2-15-1, Konan, Minato-ku, Tokyo)
25 Bank Street, Canary Wharf, London
JP MORGAN CHASE BANK (Standing
E14 5JP, United Kingdom (2-15-1, 7,436 2.43
proxy Mizuho Bank, Ltd.)
Konan, Minato-ku, Tokyo)
Total - 245,202 79.95

(Notes) 1. “Number of shares held” is rounded down to the nearest unit of thousand shares.
2. The shares held by The Master Trust Bank of Japan, Ltd. and Custody Bank of Japan, Ltd. are all held in conjunction with
trust business.
3. According to the report of large shareholdings (report of change of composition) submitted on 20 October 2022 by
Sumitomo Mitsui Trust Asset Management Co., Ltd. and Nikko Asset Management Co., Ltd., which are all as joint holders,
each party was holding the shares stated below as at 14 October 2022. However, since the Company has not been able to
confirm the number of shares actually held as at 31 August 2023, of the end of the term, these shareholdings have not been
included in the statement of principal shareholders above.
Number of Percentage of
shares held total number of
Name or trade name Address
(Thousand shares issued
shares) (%)
Sumitomo Mitsui Trust Asset Management
1-1-1, Shibakoen, Minato-ku, Tokyo 1,414 1.33
Co., Ltd.
Nikko Asset Management Co., Ltd. 9-7-1, Akasaka, Minato-ku, Tokyo 5,310 5.01

4. According to the report of large shareholdings (report of change of composition) submitted on 12 July 2023 by Nomura
Securities Co., Ltd. and Nomura Asset Management Co., Ltd., which are all as joint holders, each party was holding the
shares stated below as at 6 July 2023. However, since the Company has not been able to confirm the number of shares
actually held as at 31 August 2022, of the end of the term, these shareholdings have not been included in the statement of
principal shareholders above.
Number of Percentage of
shares held total number of
Name or trade name Address
(Thousand shares issued
shares) (%)
Nomura Securities Co., Ltd. 1-13-1 Nihonbashi, Chuo-ku, Tokyo 335 0.11

Nomura Asset Management Co., Ltd. 2-2-1 Toyosu, Koto-ku, Tokyo 32,179 10.11

5. In addition to the above, 11,552,700 shares of treasury stock are held by the Company.

- 64 -
(7) Voting Rights
(a) Shares issued
As at 31 August 2023
Number of shares Number of voting rights
Class Details
(Shares) (Number)

Non-voting shares - - -
Shares subject to restrictions on voting rights
- - -
(treasury stock, etc.)
Shares subject to restrictions on voting rights
- - -
(others)
(Shares held as
Shares with full voting rights treasury stock)
- -
(treasury stock, etc.) Common stock
11,552,700
Common stock
Shares with full voting rights (others) 3,065,214 (Note)
306,521,400
Common stock
Shares less than one unit - (Note)
146,868
Total number of shares issued 318,220,968 - -
Total number of voting rights of all
- 3,065,214 -
Shareholders
(Note) The columns for the number of shares of “Shares with full voting rights (others)” and “Shares less than one unit” include, 8,300
shares and 52 shares, respectively, held in the name of Japan Securities Depository Center, Inc.

(b) Treasury Stock


As at 31 August 2023
Number of Number of Percentage of
Total number of
Name or trade name of shares held in shares held in total number of
Holder’s address shares held
Holder own name other’s name shares issued
(Shares)
(Shares) (Shares) (%)

10717-1 Sayama,
FAST RETAILING
Yamaguchi-City, 11,552,700 - 11,552,700 3.63
CO., LTD.
Yamaguchi
Total - 11,552,700 - 11,552,700 3.63

- 65 -
B. Treasury Stock Information
Type of Shares: Buybacks of common stock under Companies Act of Japan, Article 155-7
(1) Purchases approved by General Meeting of Shareholders
Not applicable.

(2) Purchases approved by Board of Directors


Not applicable.

(3) Details of items not based on General Meeting of Shareholders or Board of Directors’ resolutions
Purchases of shares less than one unit pursuant to Companies Act of Japan, Article 192-1.
Number of shares Total paid
Class
(Shares) (Thousand yen)

Treasury stock purchased in the fiscal year ended 31 August 2023 974 27,977

Treasury stock purchased from 1 September 2023 to the submission date 18 624
(Note) 1. Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. The 974 shares of treasury stock purchased in
the fiscal year ended 31 August 2023 consist of 35 shares before the stock split and 939 shares after the stock split.
2. “Treasury stock purchased from 1 September 2023 to the submission date” does not include shares of less than one unit
purchased between 1 November 2023 and the submission date of this report.

(4) Status of treasury stock purchased


From 1 September 2023 to the
Fiscal year ended 31 August 2023
submission date
Class Total disposal Total disposal
Number of shares Number of shares
value value
(Shares) (Shares)
(Thousands of yen) (Thousands of yen)
Treasury stock purchases for which
- - - -
subscribers were solicited
Treasury stock cancelled after purchase - - - -
Treasury stock transferred due to
mergers, share exchange, share - - - -
issuance, or company split
Other (Note) 51,557 127,548 14,610 18,608

Number of Treasury shares held 11,552,700 - 11,538,108 -


(Note) The breakdown of figures for the year ended 31 August 2023 reflects the exercise of 51,557 share subscription rights, a share
disposal value of 127,548 thousand yen.
Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. Share subscription rights were exercised for 24,353
shares before the stock split and 27,204 shares after the stock split.
The breakdown of figures for the current year reflects the exercise of share subscription rights, and does not include shares of
less than one unit purchased between 1 November 2023 and the submission date of this report.

- 66 -
C. Dividend Policy
The Company regards the distribution of profits to all shareholders as one of its most important management issues, and our basic
policy is to constantly improve performance and to continually distribute profits in an appropriate manner based on performance.
Our policy is to pay high dividends based on performance after taking into consideration (i) demand for funds needed to expand
business and improve revenues of the Group and (ii) the financial health of the Group. Our basic policy for dividends from surplus
is to pay two dividends annually, an interim dividend and a year-end dividend. These dividends are decided by the Board of
Directors, unless otherwise stipulated by laws and regulations.

The year-end dividend was 165 yen per share and the interim dividend was 125 yen per share (375 yen per share prior to the stock
split indicated below), so the annual dividend was 290 yen per share. Note that our common stock has been split on a 3-to-1 basis,
effective March 1, 2023. Taking into account the stock split, the dividend increased by 83.3 yen from the previous fiscal year. We
intend to effectively utilize internal reserves and free cash flow for financial investment and loans to strengthen the operational base
of the Group companies, and we will endeavor to achieve continual and stable growth.

The payment of an interim dividend under Article 454-5 of the Companies Act of Japan is stipulated by the Company’s Articles of
Incorporation.

Dividends for the current fiscal year are as follows:


Dividends per
Total dividends
Resolution date share
(Millions of yen)
(Yen)
Board of Directors resolution made at the meeting held on 13 April 2023 38,330 375

Board of Directors resolution made at the meeting held on 6 November 2023 50,600 165
(Note) Our common stock was split on a 3-to-1 basis, effective 1 March 2023. However, the dividend per share is listed as it was prior
to the stock split because the dividends that were resolved by the Board of Directors on 13 April 2023 were paid on 28 February 2023
(as the record date).

D. Waiver from compliance with Rule 19B. 21


The Hong Kong Stock Exchange has granted us, subject to certain conditions, a waiver from Rule 19B. 21 of the Hong Kong
Listing Rules regarding certain requirements for cancellation of HDRs upon a share repurchase. The Company has complied with
the relevant conditions for the year ended 31 August 2023.

- 67 -
7. Corporate Governance Report
A. Basic Thinking on Corporate Governance
In keeping with our corporate statement—Changing clothes. Changing conventional wisdom. Change the world—Fast Retailing is
strengthening its business expansion and sustainability initiatives in tandem as it seeks to become a global No.1 brand. We are
focusing on (1) Creating customer-centric products, (2) Accelerating global store openings, (3) Building purchasing experiences
that fuse the best of our physical stores and e-commerce operation, and (4) solving various social issues on a global scale.

B. Details of Company organization and internal control systems


(1) Details of company organization
The Company has built a corporate governance system consisting of the Board of Directors, the Audit & Supervisory Board, and
various committees. As a key element to strengthen our corporate governance systems, the Company has instituted a system to
entrust operating officers (transferring some management authority away from the Board of Directors), to separate management
decision-making from operations performance functions.

Six of the ten members of the Board of Directors are external Directors, with the CEO acting as chairman of the Board of
Directors. The external Directors have an abundance of knowledge and experience in corporate management and other fields. In
accordance with internal regulations regarding matters to be discussed in and reported to the Board, the Board of Directors
resolves, or receives reports, on Company management policy and matters relating to the execution of important business or items
examined by resolution of the General Meeting of Shareholders as well as matters stipulated by laws and regulations or the
Company’s Articles of Incorporation. In FY2023, the Board of Directors resolved or discussed a range of items including
approving the annual budget and financial results, executive appointments, business and store opening plans for the Global
Brands segment, funding plans, and fund management policy.
The majority of the Directors on the Board are external in order to heighten the Board’s independence and strengthen its
supervisory function. The external Directors all participate actively in Board discussions and offer their opinions without
reservation.
The Board of Directors meets at least once a month. In FY2023, the Board met 13 times. The attendance rate of each Director is
listed below.

Name Held Attendance


Tadashi Yanai 13 13
Nobumichi Hattori 13 13
Masaaki Shintaku 13 13
Naotake Ono 13 12
Kathy Mitsuko Koll 13 13
Joji Kurumado 10 10
Yutaka Kyoya 10 9
Takeshi Okazaki 13 13
Kazumi Yanai 13 13
Koji Yanai 13 13
Takashi Nawa 3 1
(Note) Takashi Nawa retired from his position as director at the conclusion of the General Meeting of Shareholders for the year
ended August 31, 2022 held on November 24, 2022.

The Audit & Supervisory Board consists of six Audit & Supervisory Board Members, including three external Audit &
Supervisory Board Members, with a full-time Audit & Supervisory Board Member acting as chairperson. The external Audit &
Supervisory Board Members are fully independent and they have ample knowledge and experience as attorneys and certified
public accountants. Through their participation in the Board of Directors, the Audit & Supervisory Board Members are fully
aware of the decision-making process of the Board of Directors and are able to fulfill their supervisory obligations. They also
supervise the Directors’ performance of their executive duties through regular conversations with the Directors, other executive
officers, other employees, and auditors of subsidiary corporations. The Audit & Supervisory Board meets at least once a month to
- 68 -
make decisions about audit policies and planning. It meets quarterly to receive briefings and reports from the Independent
Auditor. In FY2023, the Audit & Supervisory Board met 13 times. The attendance rate of each Audit & Supervisory Board
Member is listed below.

Name of Audit & Supervisory Board Number of Number of


Member Meetings Attendances
Masaaki Shinjo 13 13
Masumi Mizusawa 13 13
Keiko Kaneko 13 12
Takao Kashitani 13 12
Masakatsu Mori 13 13

The various committees complement the work of the Board of Directors. The External Directors and External Audit &
Supervisory Board Members also serve as members of these committees. The name, purpose, authority, details of activities, and
status of activities of each of the committees are shown below.

Human Resources Committee


The Human Resources Committee discusses important organizational changes and adjustments to human resource systems across
the Group, and offers views and suggestions to the Board of Directors. The committee met five times during FY2023.

Sustainability Committee
The Sustainability Committee discusses and determines Fast Retailing’s overall sustainability strategy, environmental protection,
social responsibility, response to human rights issues, diversity, and other considerations. The head of the Sustainability
Department chairs the committee and committee members are made up of outside experts, directors, Audit & Supervisory Board
Members, and executive officers. The committee met four times during FY2023.

Disclosure Committee
The Disclosure Committee, chaired by the Company official in charge of disclosing information to the Tokyo Stock Exchange
(TSE), is tasked with boosting management transparency by “disclosing information that is timely, accurate, fair, and easy to
understand.” The Committee is responsible for both timely and voluntary disclosures to the TSE and the Stock Exchange of Hong
Kong regarding matters that may materially impact investor and shareholder investment decisions. The committee met twelve
times during FY2023.

- 69 -
IT Investment Committee
The IT Investment Committee debates and advises on the IT investments that will best achieve our targets for sweeping changes
to our information systems and business operations. That means deliberating the efficacy of each individual investment, and
reviewing whether IT investment budgets submitted by external specialist organizations are reasonable and appropriate. The IT
Investment Committee is chaired by the President, and the members and observers include outside experts, external directors, and
executives. The committee met three times during FY2023.

Code of Conduct Committee


The Code of Conduct Committee considers how best to resolve any violations of the Fast Retailing Group Code of Conduct, and
when to make improvements to it. It offers guidance on educating executives and employees about the requirements of the CoC,
and on operating the confidential hotline. The committee is chaired by the head of the Legal Department, and committee members
include External Audit & Supervisory Board Members qualified as lawyer and executive officers. The committee met twelve
times during FY2023.

Business Ethics Committee


This committee ensures the Group does not use an advantageous position to exert undue pressure on business counterparts such
as partner factories and suppliers. The committee provides advice and counsel to departments based on external field inspections
and partner company surveys. The committee is chaired by the head of the Sustainability Department, and includes Audit &
Supervisory Board Members (including External Audit & Supervisory Board Members) and executive officers. The committee
met eleven times during FY2023.

Risk Management Committee


In order to identify latent risks in business activities on a regular basis and to strengthen systems for detecting and managing
material risks, this committee analyzes and assesses the impact and frequency of risks on business, and discusses
countermeasures for high-risk business areas to prevent any risk before it occurs or ensure a swift response if a risk does
materialize. The committee is chaired by the Group CFO and committee members include external directors and executive
officers. The committee met four times during FY2023.

Nomination and Remuneration Advisory Committee


With the aim of strengthening Fast Retailing governance, the committee discusses and advises the Board of Directors on
important items relating to Fast Retailing corporate governance, such as the requirements and nomination policy regarding
candidates for director and auditor positions, the policy for determining director remuneration, requirements relating to the
Company's chief executive officer, and smooth management succession planning. The committee is chaired by an external
director nominated by the Board. All the Company’s independent external directors and some of the external Audit & Supervisory
Board Members serve as committee members. We believe that Fast Retailing’s corporate statement and corporate spirit represent
vital sources of growth and that it is important to pass on those commitments and values. For that reason, the Company’s
representative director also serves on the committee. The committee met twice during FY2023, during which policies relating to
the nomination of candidates for director and Audit & Supervisory Board member and the determination of remuneration for
directors were discussed. All committee members attended both committee

Human Rights Committee


Chaired by an outside expert, this committee deliberates and advises on the execution of human rights due diligence. The
committee also provides counselling and conducts education and awareness-raising activities for departments involved in the
execution of business to ensure that we fulfil our obligations to respect human rights under the Fast Retailing Group Human
Rights Policy established in 2018, and conduct business operations appropriately. In addition, the committee is responsible for
providing recommendations and supervision as well as conducting investigations and taking remedial measures when a human
rights violation occurs. The committee met six times during FY2023.

- 70 -
Below is a diagram of our corporate governance system.

- 71 -
The members and chairs of the Board of Directors, Audit & Supervisory Board and other committees are as follows:
Nomination
Audit & Human Code of Business Risk and Human
Board of Sustainability Disclosure IT Investment
Title Name Supervisory Resources Conduct Ethics Management Remuneration Rights
Directors Committee Committee Committee
Board Committee Committee Committee Committee Advisory Committee
Committee

Tadashi Yanai Chairman Chair ○ ○ Chair 〇

Takeshi
○ △ ○ Chair ○ Chair ○
Executive Okazaki
Directors
Kazumi Yanai ○ ○

Koji Yanai ○ Chair

Nobumichi
○ 〇 〇
Hattori
Masaaki
○ 〇 △ Chair
Shintaku
Independent
Non- Naotake Ono 〇 〇
executive Kathy Mitsuko
Directors 〇 〇 〇
Koll

Joji Kurumado ○ ○

Yutaka Kyoya 〇 〇 〇

Masaaki Shinjo △ ○ 〇 △ △ ○
Audit &
Supervisory Masumi
△ 〇 〇 △ 〇 △ 〇
Board Mizusawa
Members Tanaka
△ ○
Tomohiro

External Keiko Kaneko △ ○ ○ ○ ○


Audit & Takao
Supervisory △ ○ ○ ○
Kashitani
Board
Masakatsu
Members △ ○ △
Mori

John C Jay △ ○

Noriaki
△ ○ ○ ○ ○ ○
Koyama
Shuichi
Senior ○ ○ ○ 〇
Nakajima
Executive Takahiro
Directors 〇 ○
Wakabayashi
Takao
〇 〇
Kuwahara
Takahiro

Kinoshita
Hidetsugu

Asada

Alisha 〇

Yukihiro Nitta 〇 ○ Chair ○ ○

Shimpei Otani ○

Serena Peck 〇
Executive Takahiro
Directors ○ 〇
Tambara

Dai Tanaka ○

Yasuyuki

Terashi
Xiaozhou

Wang
Masahiro

Yubisui

- 72 -
Nomination
Audit & Human Code of Business Risk and Human
Board of Sustainability Disclosure IT Investment
Title Name Supervisory Resources Conduct Ethics Management Remuneration Rights
Directors Committee Committee Committee
Board Committee Committee Committee Committee Advisory Committee
Committee

Toshiharu

Ura
Subsidiary Kiyomi

Auditors Iwamura
Miyuki

Isozaki
General
Manager ○ Chair ○ ○ ○
of Legal Dept.
General
Manager
of Public ○
Relations
Division
General
Manager of
Chairpersons
Production △
of Internal
Committee Division
(GU)
General
Manager of
○ △
President’s
Office
General

Manager of IR

Legal Manager △

Kenji

Shiratsuchi
External Toru

Experts Murayama
Yoshinori
Chair
Tomita

(Note) 1. ○: Member △: Non-member attendee (including observers)


2. As of 30 November 2023

(2) Outline of External Director’s limited liability agreements


The Company has entered into agreements with its Non-Executive Directors, external Audit & Supervisory Board Members, and
Independent Auditor limiting their liabilities based on provisions in Article 427, Paragraph 1 of the Companies Act, which limits
the liabilities for damages as provided for in Article 423, Paragraph 1 of the Companies Act. These agreements state that
liabilities for damages shall be limited to the higher amount of either 5 million yen or the amount stipulated by law. For Deloitte
Touche Tohmatsu LLC, the limit of liabilities for damages shall be limited to the highest of the following amounts multiplied by
two: the total economic benefits received or to be received from the Company as remuneration and payment received for
performance of duties in each business year during its service as the Independent Auditor.

(3) Summary of Indemnity Liability Insurance Contract for Executive Officers, etc.
Fast Retailing forms an indemnity liability insurance contract for executive and other officers with an insurance company as
prescribed in Article 430, Paragraph 3, Item 1 of the Company’s Act. Any damages suffered through damage claims originating
from action taken by insured parties based on his/her corporate position will be compensated under this aforementioned insurance
contract, which is renewed on an annual basis. However, there are some exemptions to the contract that mean damages would not
be compensated if the insured persons profited illegally or acquired some benefit or if the damages were caused by a criminal act,
malpractice, or fraud, etc.
The insured persons under the insurance contract include officers in charge of major business execution, such as directors, Audit
& Supervisory Board Members, and executive officers of the Group. The insured persons do not have to pay the insurance
premiums.
We plan to renew the insurance contract with the same content when it next comes up for renewal.

- 73 -
(4) Establishing internal control systems
The Company seeks to ensure its business operations are legitimate, fair, and efficient by establishing a system of internal
controls that covers the entire Fast Retailing Group (FR Group) and which adheres strictly to the Group’s policies and rules,
including the Group’s management principles, the Fast Retailing Way (FR Way), and the Fast Retailing Group Code of Conduct
(FR Code of Conduct).

(a) Ensuring FR Group Directors’ Duties Comply with Laws, Regulations, and Articles of Incorporation
1. Directors and Group officers (collectively, Directors) of all FR Group companies comply faithfully with the Group’s
management principles, the FR Way, the FR Code of Conduct, and other internal Company rules and regulations, and
promote strict adherence to corporate ethics and compliance across the Group as a whole. The Directors also ensure the
effectiveness of the Company’s rules and principles by reviewing them regularly and revising them when necessary to
reflect changes in society and Company business activities, and the operation of the FR Code of Conduct.

2. The Company appoints either the Group officer overseeing the Legal Department or the head of the Legal Department as
the compliance officer, tasked with establishing Company and Group-wide compliance frameworks and resolving
compliance-related issues.

3. The Company promotes fairness and transparency in senior management decision-making by appointing two or more
External Directors to the Board of Directors. Audit & Supervisory Board Members for the Company or Group subsidiaries
may attend the Board of Directors meetings of companies they audit and express timely opinions. Company or Group
subsidiary Directors may engage external lawyers, certified public accountants, etc. to avoid potential violation of laws and
implement preventive measures. If Company or Group subsidiary Directors discover another Director has acted illegally,
they must report immediately to the Audit & Supervisory Board Members, the President, and the compliance officer.

(b) Ensuring FR Group Employees’ Duties Comply with Laws, Regulations, and Articles of Incorporation
1. Company and Group subsidiary Directors are responsible for establishing a framework to ensure that all Group employees
comply with the management principles, the FR Way, the FR Code of Conduct, and other internal company rules. They are
also responsible for training employees in compliance awareness.

2. The Company has an Internal Audit Department that supervises the FR Group’s internal control systems, and a Legal
Department that oversees compliance.

3. If Directors of the Company or Group subsidiaries discover a legal or compliance violation, they should report the matter
immediately to other Directors. Any serious legal violation should be reported immediately to the Audit & Supervisory
Board Members, the President, and the compliance officer.

4. The Company has set up an internal reporting system (hotline) for Directors and employees of the Company or Group
subsidiaries to report illegal actions or compliance violations.

5. The Code of Conduct Committee, which includes external specialists such as lawyers and certified public accountants,
conducts regular reviews of compliance maintenance and hotline operation, and makes necessary improvements. If
Directors of the Company or Group subsidiaries detect a problem with the hotline operation, they should apply to the Code
of Conduct Committee and request improvements.

- 74 -
(c) Data Storage and Management Relating to Execution of FR Group Directors’ Duties
The documents listed below relating to the Company and the Group subsidiary Directors’ duties are retained as proof of
decision making and business-execution processes, as stipulated by law, Articles of Incorporation, and Board of Directors and
Company regulations and guidelines on document management and confidential information. These documents are stored and
managed appropriately and can be easily retrieved for reference or inspection during the legally required storage period.
• Shareholders’ meeting minutes and relevant documentation
• Board meeting minutes and relevant documentation
• Minutes of important meetings held by Directors and relevant documentation
• Minutes of meetings held by other important employees and relevant documentation

(d) Managing Risk of Losses to FR Group


1. The Company regularly analyzes risks relating to the Company and Group subsidiaries to identify risks that could, directly
or indirectly, cause financial loss, interrupt or stop business, damage brand images or the credibility of the Company or FR
Group, and manages any risks accordingly.

2. If unforeseen circumstances should arise, a task force headed by the President or a Director appointed by the President shall
be established to prevent increased losses and minimize damage. For a faster response, the task force may organize an
external advisory team including lawyers and certified public accountants.

(e) Ensuring Efficient Execution of Director Duties


1. To ensure that the duties of the Company and Group subsidiary Directors are performed efficiently, the Company holds
regular monthly meetings of the Board of Directors, which includes a number of External Directors, and holds ad hoc
meetings when necessary. Group subsidiaries which have their own Board of Directors also hold Board meetings as
stipulated by law.

2. Important matters concerning Company and Group management policy and management strategy shall be discussed
beforehand at the weekly management meeting (Monday meeting) chaired by the President, and decisions made after due
deliberation.

3. The execution of decisions made by the Board of Directors shall be conducted efficiently and appropriately by the operating
officers designated by the Board.

(f) Ensuring Reliable FR Group Financial Reports


Systems have been established to ensure reliable financial reporting of Company and FR Group subsidiary activities, and the
appropriate acquisition, holding, and disposal of assets. These activities are closely monitored. The Company has also
established a Disclosure Committee to ensure the Company and Group subsidiaries disclose information in a timely and
appropriate fashion.

- 75 -
(g) Ensuring Proper Execution of Corporate Groups Formed by Company and FR Group Subsidiaries
1. To ensure appropriate operations of FR Group companies, all Group companies are required to uphold the management
principles, the FR Way, and the FR Code of Conduct. These principles also underpin the rules and regulations used when
establishing entrusted individual Group companies. While respecting their autonomy, the Company oversees affiliated
companies by determining their rules of business and requiring them to refer important items to the Company for
consultation or final determination. The Company monitors affiliates if necessary. If Directors of Group subsidiaries
discover any legal violations or serious compliance breaches, they should report them to the Audit & Supervisory Board
Members, the President, and compliance officer.

2. If Directors of Group subsidiaries consider the Company’s management principles or guidelines violate the law, undermine
corporate ethics in a specific country, or create a compliance problem, they shall report to the Internal Audit Department or
the Legal Department. Those departments shall report swiftly to the Audit & Supervisory Board, the President, and the
compliance officer, and request appropriate improvements.

(h) Employee Assistants Requested by Audit & Supervisory Board Members and Ensuring the Independence and Effectiveness of
Audit & Supervisory Board Members’ Instructions to Employee Assistants
1. Upon receiving a request from the Audit & Supervisory Board, the Company shall establish rules to determine which
employees assist the Audit & Supervisory Board Members with their duties, and assign appropriate internal personnel to the
Audit & Supervisory Board Members or employ external lawyers or certified public accountants. To ensure assistants are
independent of the Directors, their performance will be evaluated by Audit & Supervisory Board Members, and the Audit &
Supervisory Board will approve decisions made by the Board of Directors on their assignment, dismissal, transfer, and
wages, etc.

2. Assistants shall report directly to the Audit & Supervisory Board Members and may not hold concurrent positions that
involve the execution of Company business.

(i) Director and Employee Reporting to Audit & Supervisory Board Members and Other Reports
1. Directors and employees of the Company and Group subsidiaries shall report any important matters that might impact the
Company’s operations or corporate performance to the Audit & Supervisory Board Members. Irrespective of these rules, the
Audit & Supervisory Board Members may request reports from Directors or employees of the Company, or Directors,
employees, and Audit & Supervisory Board Members of Group subsidiaries if necessary.

2. The Company and Group subsidiaries shall uphold the Group’s management principles, the FR Way, and the FR Code of
Conduct, and maintain frameworks for reporting legal violations or breaches of compliance rules to the Audit &
Supervisory Board Members. If the Audit & Supervisory Board Members judge there is a problem with this framework,
they can inform the Directors and the Board of Directors and request improvements.

3. The Company has made it widely known to Directors and employees across the entire FR Group that using reports
submitted to Audit & Supervisory Board Members to penalize the submitter is forbidden. Submitted reports are protected
by strict information management systems.

4. Audit & Supervisory Board Members communicate closely with the Independent Auditor, the Internal Audit Department,
and Audit & Supervisory Board Members at Group companies through regular meetings and information exchange.

(j) Policy on Prepayment or Reimbursement of Expenses for Audit & Supervisory Board Members
If Audit & Supervisory Board Members submit requests for prepayment or reimbursement of expenses incurred during the
course of their duties, the Company shall pay invoices or settle debts swiftly, unless it proves the requested expenses or debt
were not necessary to the performance of the Audit & Supervisory Board Member’s duties.

- 76 -
(k) Other Matters Ensuring Efficient Audits by Audit & Supervisory Board Members
1. Audit & Supervisory Board Members attend Board of Directors meetings and other important meetings to observe the
reporting and discussion of significant issues. They may voice opinions if necessary.

2. The President meets regularly with Audit & Supervisory Board Members to consult on pressing issues, ensure appropriate
auditing environments, and exchange views on significant issues highlighted in the auditing process.

(l) Eliminating Anti-social Forces


The Company works to extinguish anti-social forces by incorporating the following content in the FR Code of Conduct, and
informing all executives and employees of its uncompromising stance:

1. The Company adopts a firm stance against and refuses to engage with anti-social forces. The Company forbids the use of
financial payments to resolve unreasonable claims from anti-social forces.

2. The Company forbids the use of anti-social forces for Company or individual gain.

(5) Other stipulations in the Company’s articles of incorporation

(a) Number of directors


The Company’s articles of incorporation stipulate that the number of directors shall be at least three but not more than ten.

(b) Election criteria for directors


The Company’s articles of incorporation stipulate that the election of directors shall not be based on cumulative voting. Also,
the articles of incorporation stipulate that elections shall be based on a majority vote by shareholders, with at least one-third of
eligible shareholders participating.

(c) Procedure for deciding dividends from surplus


Regarding the payment of dividends from surplus pursuant to the Companies Act, Article 459-1, the Company’s articles of
incorporation stipulate that dividends are decided by a resolution of the Board of Directors, and not by a resolution of the
General Meeting of Shareholders, unless otherwise stipulated by law. The authority to decide payments of dividends from
surplus is granted to the Board of Directors to give flexibility in the return of cash to shareholders.

(d) Interim dividend


As part of the Company’s efforts to be flexible in the return of cash to shareholders, and pursuant to the stipulations of
Companies Act Article 454-5, and under the Company’s articles of incorporation, an interim dividend may be paid at the end
of February every year by a resolution of the Board of Directors.

(e) Limitation of liabilities for Directors and Audit & Supervisory Board Members
Under the stipulations of the Company’s Articles of Incorporation (Article 426-1 of the Companies Act), the Company may
exempt, by decision of the Board of Directors, Directors (including former Directors) and Audit & Supervisory Board
Members (including former Audit & Supervisory Board Members) from liabilities for actions described in Article 423-1 of the
Companies Act, to the extent allowed by law. The purpose of this action is to create an environment where Directors and Audit
& Supervisory Board Members can perform their duties and pursue their expected roles to the full extent of their abilities.

(f) Special resolutions of the General Meeting of Shareholders


Regarding extraordinary resolutions of the General Meeting of Shareholders based on the Companies Act, Article 309-2, the
Company’s articles of incorporation stipulate that these resolutions shall be passed by two-thirds vote of the shareholders, in
which at least one-third of the eligible shareholders participate. This easing of the quorum rules for extraordinary resolutions
by the General Meeting of Shareholders is meant to ensure the smooth functioning of the General Meeting of Shareholders.

- 77 -
8. Board of Directors
A. Board of Directors
Male: 13 persons Female: 3 persons (18.7% of officers are female)
Number of
Term of
Position Responsibilities Name Date of birth Brief biography shares held
office
(Thousand shares)

August 1972 Joined FAST RETAILING


CO., LTD.
September 1972 Director, FAST RETAILING
CO., LTD.
August 1973 Senior Managing Director,
FAST RETAILING CO.,
LTD.
September 1984 President & CEO, FAST
RETAILING CO., LTD.
June 2001 External Director,
SOFTBANK GROUP CORP.
(Retired Dec. 31, 2019)
November 2002 Chairman and CEO, FAST
Representative RETAILING CO., LTD.
director, September 2005 Chairman, President, and
CEO Tadashi Yanai 7 February 1949 Note 4 59,751
chairman, CEO, FAST RETAILING
and president CO., LTD. (current)
November 2005 Chairman, President, and
CEO, UNIQLO CO., LTD.
September 2008 Director and Chairman, GOV
RETAILING CO., LTD.
(currently G.U. CO., LTD.)
June 2009 External Director, Nippon
Venture Capital Co., Ltd.
(current)
November 2011 Director, LINK THEORY
JAPAN CO., LTD. (current)
November 2018 Representative Director, the
Fast Retailing Foundation
(current)
September 2023 Chairman and CEO,
UNIQLO CO., LTD. (current)

- 78 -
Number of
Term of
Position Responsibilities Name Date of birth Brief biography shares held
office
(Thousand shares)

April 1981 Joined NISSAN MOTOR


CO.,LTD.
June 1989 Joined Goldman Sachs and
Company, Headquarters (New
York)
November 1998 Managing Director of
Goldman Sachs and
Company, Headquarters (New
York), and M&A Advisory of
Goldman Sachs Japan Co.,
Ltd.
October 2003 Visiting Associate Professor,
Graduate School of
International Corporate
Strategy, Hitotsubashi
University
June 2005 External Director, Miraca
Holdings Inc. (currently H.U.
Director Nobumichi Hattori 25 December 1957 Group Holdings, Inc.) Note 4 -
November 2005 External Director, FAST
RETAILING CO., LTD.
(current)
October 2006 Visiting Professor, Graduate
School of International
Corporate Strategy,
Hitotsubashi University
April 2009 Visiting Professor, Waseda
Graduate School of Finance,
Accounting and Law (current)
March 2015 External Auditor, Frontier
Management Inc. (current)
June 2015 External Director, Hakuhodo
DY Holdings Inc. (current)
July 2016 Visiting Professor, Graduate
School of Business
Administration, Keio
University (current)

- 79 -
Number of
Term of
Position Responsibilities Name Date of birth Brief biography shares held
office
(Thousand shares)

April 1978 Joined IBM Japan, Ltd.


December 1991 Joined Oracle Corporation
Japan
August 2000 President & CEO, Oracle
Corporation Japan
January 2001 Executive Vice President,
Oracle Corporation
April 2008 Vice Chairman, Special
Olympics Nippon (currently
Special Olympics Nippon
Foundation)
June 2008 Chairman, Oracle Corporation
Japan
Director Masaaki Shintaku 10 September 1954 November 2009 External Director, FAST Note 4 -
RETAILING CO., LTD.
(current)
March 2019 Counselor, Special Olympics
Nippon Foundation
June 2020 External Director, NTT
DOCOMO, INC. (current)
June 2021 External Director, NTT
Communications Corporation
(current)
April 2023 External Audit Committee,
Juntendo University School
of Medicine Juntendo Clinic
(current)
April 1971 Joined Daiwa House Industry
Co., Ltd.
June 2000 Director, Daiwa House
Industry Co., Ltd .
April 2004 Senior Managing Director,
Deputy Director, Sales
Division, Daiwa House
Industry Co., Ltd.
April 2007 Representative Director and
Vice President, Director,
Sales Division, Daiwa House
Industry Co., Ltd.
April 2011 Representative Director and
President, Daiwa House
Director Naotake Ono 28 October 1948 Industry Co., Ltd. Note 4 -
November 2017 Special Consultant, Daiwa
House Industry Co., Ltd.
(retired as of March 2021)
June 2018 Part-time Director, Nomura
Management School
Foundation (current)
November 2018 External Director, FAST
RETAILING CO., LTD.
(current)
April 2021 Special Advisor, ASAI KEN
ARCHITECTUAL
RESEARCH INC. (current)
May 2021 Special Advisor, PATIENCE
CAPITAL GROUP (current)

- 80 -
Number of
Term of
Position Responsibilities Name Date of birth Brief biography shares held
office
(Thousand shares)

January 1990 Joined Barclays de Zoete


Wedd, Limited (current
Barclays Capital)
March 1994 Joined Goldman Sachs Japan
Co., Ltd.
January 1998 Managing Director, Goldman
Sachs Japan Co., Ltd.
January 2000 Partner, Goldman Sachs Japan
Co., Ltd.
April 2015 Vice Chairman, Goldman
Sachs Japan Co., Ltd. (retired
Director Kathy Mitsuko Koll 2 February 1965 as of December 2020) Note 4 -
November 2018 Director, the Fast Retailing
Foundation
May 2021 General Partner, MPower
Partners Fund L.P. (current)
July 2021 External Director, Paidy Inc.
November 2021 Council member, the Fast
Retailing Foundation
(current)
November 2021 External Director, FAST
RETAILING CO., LTD.
(current)
April 1981 Joined TAKENAKA
CORPORATION
January 1982 Registered, First-Class
Architect
April 2012 General Manager of Design
Division, TAKENAKA
CORPORATION
April 2013 Executive Officer and
General Manager of Design
Division, TAKENAKA
CORPORATION
May 2014 Director, Architectural
Institute of Japan (AIJ
Building Committee)
April 2015 Executive Officer in charge of
Director Joji Kurumado 23 April 1956 Note 4 -
design, TAKENAKA
CORPORATION
April 2017 Managing Executive Officer,
TAKENAKA
CORPORATION
April 2022 Adviser, TAKENAKA
CORPORATION (Retired 26
March 2023)
September 2022 Adjunct and part-time teacher,
Architecture Course of
WASEDA UNIVERSITY
(current)
November 2022 External Director, FAST
RETAILING CO., LTD.
(current)
April 1984 Joined Mitsubishi
Corporation
April 2013 Division COO, Foods
(Commodity) Division,
Director Yutaka Kyoya 7 January 1962 Note 4 -
Mitsubishi Corporation
May 2013 Director, Lawson
April 2014 Executive Officer, Division
COO, Living Essential

- 81 -
Resources Division,
Mitsubishi Corporation
November 2015 Director, OLAM
INTERNATIONAL
LIMITED
April 2016 Executive Vice President,
Group CEO, Living Essential
Group, Mitsubishi
Corporation
April 2019 Executive Vice President,
Group CEO, Consumer
Industry Group, Mitsubishi
Corporation (retired 31 March
2021)
June 2021 Representative Director,
President and CSO,
Mitsubishi Shokuhin
April 2022 Representative Director,
President and CEO, CSO and
CHO, Mitsubishi Shokuhin
(current)
November 2022 External Director, FAST
RETAILING CO., LTD.
(current)

- 82 -
Number of
Term of
Position Responsibilities Name Date of birth Brief biography shares held
office
(Thousand shares)

April 1988 Joined Long Term Credit


Bank of Japan, Limited
July 1998 Joined McKinsey &
Company
January 2005 Partner, McKinsey &
Company
August 2011 Joined FAST RETAILING
Co., Ltd.
August 2011 Group Executive Officer &
CFO, Group Senior
Director CFO Takeshi Okazaki 9 July 1965 Note 4 3
September 2012 Executive Officer & CFO,
FAST RETAILING Co., Ltd.
(current)
November 2018 Council member, the Fast
Retailing Foundation
(current)
November 2018 Director, FAST RETAILING
CO., LTD. (current)
June 2023 Representative Director,
PLST CO., LTD. (current)
September 1997 Joined Goldman Sachs and
Company
July 2004 Joined Link Theory Holdings
(US) Inc. (currently Theory
LLC), Headquarters (New
York)
September 2009 Joined FAST RETAILING
Co., Ltd.
January 2012 Chairman, Theory LLC
(current)
November 2012 Group Executive Director,
FAST RETAILING Co., Ltd.
November 2013 UNIQLO USA LLC COO
Director Kazumi Yanai 23 April 1974 Note 4 14,345
November 2015 Chairman, UNIQLO USA
LLC (current)
July 2017 CEO, Chairman and
President, J BRAND
HOLDINGS, LLC
November 2018 Director, FAST RETAILING
CO., LTD (current)
June 2020 Executive Officer, FAST
RETAILING CO., LTD
(current)
August 2022 Chairman, President, and
CEO, LINK THEORY
JAPAN CO., LTD. (current)
April 2001 Joined Mitsubishi
Corporation
April 2009 Seconded to Princes Limited
(food business subsidiary in
Great Britain)
September 2012 Joined FAST RETAILING
Co., Ltd., responsible for
Director Koji Yanai 19 May 1977 UNIQLO Sports Marketing Note 4 14,343
May 2013 Director, UNIQLO Global
Marketing
September 2013 Group Executive Officer,
FAST RETAILING Co., Ltd.
November 2018 Director, FAST RETAILING
CO., LTD (current)
June 2020 Executive Officer, FAST

- 83 -
RETAILING CO., LTD
(current)

- 84 -
Number of
Term of
Position Responsibilities Name Date of birth Brief biography shares held
office
(Thousand shares)

April 1983 Joined ASAHIPEN


CORPORATION
February 1994 Joined FAST RETAILING
CO., LTD.
September 1998 Entrusted operating officer,
manager of administration,
FAST RETAILING CO.,
LTD.
September 2005 General Manager, Group
Auditing, FAST RETAILING
CO., LTD.
January 2008 Director, Onezone Corp
(currently G.U. CO., LTD.)
March 2009 General Manager, Corporate
Standing Audit Administration, FAST
& Supervisory Masaaki Shinjo 28 January 1956 RETAILING CO., LTD. Note 6 -
Board Member September 2009 Audit & Supervisory Board
Member, GOV Retailing Co.,
Ltd. (currently G.U. CO.,
LTD.)
January 2010 General Manager, Sales
Support Management
Division, UNIQLO CO.,
LTD.
March 2011 General Manager, Corporate
Planning & Management,
FAST RETAILING CO.,
LTD.
November 2012 Audit & Supervisory Board
Member, FAST RETAILING
CO., LTD. (current)
November 1981 Joined the International
Department of Yamaichi
Securities Co., Ltd.
March 1988 Joined the Research
Department of Kleinwort
Benson Securities (the Tokyo
branch of Dresdner Kleinwort
Wasserstein (Japan) Ltd.)
October 2001 Joined the Investor Relations
Department of FAST
Standing Audit
RETAILING CO., LTD.
& Supervisory Masumi Mizusawa 22 July 1959 Note 7 1
February 2004 General Manager, Global
Board Member
Corporate Management and
Control Investor Relations
Division, FAST RETAILING
CO., LTD.
November 2019 Audit & Supervisory Board
Member, FAST RETAILING
CO., LTD. (current)
November 2020 Audit & Supervisory Board
Member, LINK THEORY
JAPAN CO., LTD. (current)

- 85 -
Number of
Term of
Position Responsibilities Name Date of birth Brief biography shares held
office
(Thousand shares)

April 2013 Joined Ernst & Young


ShinNihon LLC (current EY
Ernst & Young ShinNihon
LLC)
September 2015 Qualification of Certified
Public Accountants
February 2017 Joined PwC Advisory LLC
July 2018 Joined FAST RETAILING
Standing Audit CO., LTD. Corporate
& Supervisory Tomohiro Tanaka 13 March 1991 Management and Control 0
Board Member Dept.
Note 7
March 2020 Manager, FAST RETAILING
CO., LTD. Global Corporate
Management and Control
Consolidated Accounting
November 2021 General Manager, Finance
department UNIQLO
TAIWAN LLC
March 2023 CFO, UNIQLO TAIWAN
November 2023 Audit & Supervisory Board
Member, FAST RETAILING
CO., LTD. (current)
April 1991 Joined Mitsubishi
Corporation
April 1999 Registered as a member of
Japan Federation of Bar
Associations
April 1999 Joined Anderson, Mori &
Tomotsune (AM&T) law firm
January 2007 Partner, AM&T (current)
April 2007 Guest associate professor,
Tokyo University Graduate
Audit & School of Law
Supervisory Keiko Kaneko 11 November 1967 November 2012 External Audit & Supervisory Note 6 -
Board Member Board Member, FAST
RETAILING CO., LTD.
(current)
November 2012 External Audit & Supervisory
Board Member, UNIQLO
CO., LTD. (current)
June 2013 External Audit & Supervisory
Board Member, The Asahi
Shimbun Company (current)
June 2019 External Director, Daifuku
Co., Ltd. (current)
February 1975 Kashitani Public Accountant
Office (current)
January 1986 Representative, CENTURY
Audit Corporation (currently
Ernst & Young ShinNihon
LLC)
April 1986 Representative Director &
Audit &
CEO, Brain Core Co., Ltd.
Supervisory Takao Kashitani 7 November 1948 Note 5 -
Board Member (current)
March 1989 Representative Director &
CEO, F P Brain Co., Ltd.
(current)
April 2002 Specially appointed
professor, Chuo University
Graduate School of
International Accounting

- 86 -
Department of Research
(professional graduate
school)
June 2012 External Director, Tokyo
Electric Power Company
(currently Tokyo Electric
Power Company Holdings)
June 2012 External Director, Japan
Freight Railway Company
(current)
November 2018 External Audit & Supervisory
Board Member, FAST
RETAILING CO., LTD.
(current)

- 87 -
Number of
Term of
Position Responsibilities Name Date of birth Brief biography shares held
office
(Thousand shares)

May 1972 Acquired qualification as a


certified public accountant

February 1989 Japan Country Manager,


Anderson Consulting
(currently Accenture)
December 1995 President, Anderson
Consulting (currently
Accenture)
April 2003 Chairman, Accenture
September 2007 Senior Advisor, Accenture
Audit & October 2009 President, International
University of Japan (IUJ)
Supervisory
Masakatsu Mori 22 January 1947 June 2010 External Director, Stanley Note 6 0
Board
Electric Co., Ltd. (current)
Member June 2013 External Director, YAMATO
HOLDINGS CO., LTD.
(retired as of 23 June 2022)
November 2013 Deputy Vice President, IUJ
April 2018 Special Advisor, IUJ (current)
March 2019 External Director, Kirin
Holdings Company, Limited
(current)
November 2020 External Audit & Supervisory
Board Member, FAST
RETAILING CO., LTD.
(current)
Total 88,446

(Notes) 1. Directors Nobumichi Hattori, Masaaki Shintaku, Naotake Ono, Kathy Mitsuko Koll, Joji Kurumado and Yutaka Kyoya are
External Directors as provided for in Article 2, Paragraph 15 of the Companies Act.
2. Directors Kazumi Yanai and Koji Yanai are relatives in the second degree of Tadashi Yanai, Representative Director,
Chairman and President.
3. Auditors Keiko Kaneko, Takao Kashitani and Masakatsu Mori are External Audit & Supervisory Board Members as
provided for in Article 2, Paragraph 16 of the Companies Act.
4. For a one-year term beginning at the conclusion of the Ordinary General Meeting of Shareholders on 30 November 2023.
5. For a four-year term beginning at the conclusion of the Ordinary General Meeting of Shareholders on 24 November 2022.
6. For a four-year term beginning at the conclusion of the Ordinary General Meeting of Shareholders on 26 November 2020.
7. For a four-year term beginning at the conclusion of the Ordinary General Meeting of Shareholders on 30 November 2023.

- 88 -
B. External Directors and External Audit & Supervisory Board Members
(1) Functions, roles and selection of External Directors and External Audit & Supervisory Board Members
The Company has six External Directors and three External Audit & Supervisory Board Members.

It is the Company’s expectation that the External Directors will keep an eye on the management monitoring function. From a
business perspective, the advice of these individuals, with their abundance of experience and expertise, makes a major
contribution to enhance the value of our enterprise.

It is also expected that External Audit & Supervisory Board Members will monitor the performance of the Board of Directors.
The Company receives valuable advice based on their rich experience in a wide variety of fields.

Director Kathy Mitsuko Koll serves as a council member on the Fast Retailing Foundation. Fast Retailing has concluded a
contract with the Foundation pertaining to the lease of office space, etc.

Audit & Supervisory Board Member Keiko Kaneko serves as an external director of Daifuku Co., Ltd., a company with which
Fast Retailing and its group subsidiaries engage in business in regard to warehouse automation equipment.

Shares of the Company held by External Audit & Supervisory Board Members are stated in the “Number of shares held” column
under the section “Board of Directors.”

Aside from the above, there are no distinctive interests between the Company and other External Directors or External Audit &
Supervisory Board Members.

The External Directors and External Audit & Supervisory Board Members receive reports at the Board of Directors meeting
regarding internal audits, the operation of internal controls, audits by Audit & Supervisory Board Members, and the results of
accounting audits.

With regard to the selection of External Directors and External Audit & Supervisory Board Members, the Company has no
specific standards on independence from the Company, but it is the Company’s responsibility to reflect their advice and counsel
in its decision-making processes in an objective and independent fashion. For many years now, the Company has chosen many
External Directors with rich experience as corporate managers in industry, with broad-ranging expertise and discerning views. In
addition, to incorporate wide range of stakeholders’ views in the audits of our business activities, we value both the independence
and the diversity of our External Audit & Supervisory Board Members in various fields.

- 89 -
(2) Independent Directors
Six of the ten members of the Fast Retailing Board are external directors, and all of those six are recognized as Independent
Directors in accordance with the rules of the Tokyo Stock Exchange. The majority of the directors on the Board are external in
order to heighten the Board’s independence and strengthen its supervisory function.

In addition to the independence criteria set by the Tokyo Stock Exchange, Fast Retailing has set the following independence
standards and qualifications for external officers, including External Directors: A person shall not qualify as an Independent
Director of Fast Retailing, if:

(a) he/she is, or has been within the past three years, a Business Partner*1 or an Executive Officer*2 of a Business Partner*2 of
the Fast Retailing Group, whose annual business dealings with Fast Retailing Group during the most recent business year
constituted 2% or more of the Fast Retailing Group’s consolidated revenue;

(b) he/she is, or has been within the past three years, a Business Partner*1 of the Fast Retailing Group or an Executive Officer of
a Business Partner*2 of Fast Retailing, whose annual business dealings with the Fast Retailing Group during the most recent
business year constituted 2% or more of the Business Partner’s consolidated revenue;

(c) he/she is a consultant, an accountant, or an attorney who receives, or has received over the past three years, any monies or
property equivalent to 10 million yen or more from the Fast Retailing Group, except for remuneration for a director or an
auditor; or

(d) he/she is, or has been over the past three years, a partner, an associate, or an employee of an accounting auditor of Fast
Retailing or its subsidiaries.

*1 “Business Partner” includes law firms, auditing firms, tax accounting firms, consultants, and any other organizations.

*2 “Executive Officer” means (i) for corporations, Executive Directors (as defined in the Companies Act of Japan), Executive
Officers (shikko-yaku, as defined in the Companies Act of Japan), corporate officers, and employees, and (ii) for non-
corporate entities (including general incorporated associations (shadan-hojin), general incorporated foundations (zaidan-
hojin), and partnerships), directors with executive functions, officers, partners, associates, staff, and other employees.

(3) Supervision or auditing by External Directors or External Audit & Supervisory Board Members; mutual cooperation between
internal auditing, Audit & Supervisory Board Member auditing, and accounting audits; and relationship with the Internal Control
Department
At meetings of the Board of Directors, the Audit & Supervisory Board, and various committees, etc., external directors and
External Audit & Supervisory Board Member receive reports about the operating status of internal auditing and internal control
systems, the results of Audit & Supervisory Board Members audit and accounting audits, and other important matters, and they
offer remarks and suggestions based on their respective areas of expertise, experience, and knowledge.

At meetings of the Board of Directors, the Audit & Supervisory Board, various committees, etc., Audit & Supervisory Board
Members cooperate with external directors and External Audit & Supervisory Board Members in a timely manner and exchange
opinions as well as share information necessary for the supervision and auditing of management.

For details regarding mutual cooperation between the External Audit & Supervisory Board Members, the Internal Audit
Department, and the accounting auditor and the relationship with the Internal Control Department, please refer to (1) Status of
Auditor’s Audit under C. Status of Auditing.

- 90 -
C. Status of Auditing
(1) Status of Audit & Supervisory Board Member’s Audit
Audit & Supervisory Board Members always attend Board of Directors meetings and audit the status of management execution.
The Audit & Supervisory Board consists of three internal full-time Audit & Supervisory Board Members and three external Audit
& Supervisory Board Members. Audit & Supervisory Board Members receive reports about important matters related to auditing
on a regular and on-demand basis from the Internal Audit Department and accounting auditors, and they discuss those important
matters and always maintain a state of cooperation. Both Audit & Supervisory Board Member Takao Kashitani and Audit &
Supervisory Board Member Masakatsu Mori hold the qualification of certified public accountant and have substantial knowledge
related to finance and accounting.
Matters discussed in the Audit & Supervisory Board include the current status and challenges of the Sustainability Department,
the report on annual activities by the Human Resources Committee, the current status and challenges of the Finance Department,
and the current status and challenges of the FR-MIC training organization.
In addition, the role of full-time Audit & Supervisory Board Members includes the timely on-site auditing of stores run by key
operating companies, attending domestic and international store audit briefing sessions, and attending regular and extraordinary
Board of Directors meetings and other employee meetings.

(2) Status of internal auditing


The Company’s Internal Audit Department audits the operations and management of the Company and Group companies based
on internal regulations and audit plans. The department also establishes internal control systems and processes including internal
control of financial reporting based on the Financial Instruments and Exchange Act, and evaluates the operational status of those
systems. Meanwhile, the department discloses any points discovered during its audits to the relevant audited target and requests
and monitors corrective measures. In FY2023, the Internal Audit Department conducted audits of operating companies and
production sites in South Asia, Southeast Asia, China, South Korea, the United States, and Europe.
The head of the Internal Audit Department reports the audit results and details of any corrective measures to the Representative
Director when required, reports monthly to full-time Audit & Supervisory Board Members, and reports once every six months to
the Audit & Supervisory Board.
As at 31 August 2023, the Internal Audit Department had 54 dedicated staff members across the Group.

(3) Accounting audits


(a) Name of audit firm
Deloitte Touche Tohmatsu LLC

(b) Continuous auditing period


6 years

(c) Name of Certified Public Accountants


Hirofumi Otani, Akira Kimotsuki

(d) Group of assistants to the independent auditor


Based on the audit plan formulated by Deloitte Touche Tohmatsu LLC, the group of assistants to the independent auditor
consists of 20 CPAs, 4 successful Certified Public Accountant applicants and 54 others.

- 91 -
(e) Policy and reasons for selecting audit corporation
Based on the “Practical Guidelines for Auditors, etc. Concerning the Formulation of Evaluation and Selection Standards for
Accounting Auditors” (Japan Audit & Supervisory Board Members Association; 13 October, 2017), the Audit & Supervisory
Board selected Deloitte Touche Tohmatsu LLC to be the accounting auditor after comprehensively examining their quality
control systems, audit team independence, communication systems, group audit systems, handling of fraud risks, and the like in
accordance with the prescribed selection standards and evaluation standards for accounting auditors. Regarding the policy for
determining the dismissal or non-reappointment of an accounting auditor, in the event that it is acknowledged that an item
prescribed in an item under Article 340-1 of the Companies Act is applicable, the Audit & Supervisory Board will pass a
resolution to the effect that the Audit & Supervisory Board will dismiss the accounting auditor based on the consent of all Audit
& Supervisory Board Members, and in the event that it is acknowledged that it is difficult for the accounting auditor to perform
an appropriate audit due to an event arising that otherwise impairs the accounting auditor’s competence or independence, the
Audit & Supervisory Board will pass a resolution to the effect that the Audit & Supervisory Board will make a proposal to the
General Meeting of Shareholders to dismiss or not reappoint the accounting auditor.

(f) Evaluation of the accounting auditor by Audit & Supervisory Board Members and the Audit & Supervisory Board
In addition to auditing and examining the independence, quality-control status, suitability of the system for performing duties,
and status of implementing accounting audits in the current fiscal year of the accounting auditor, the Audit & Supervisory Board
conducts evaluations by receiving reports from the accounting auditor on the status of performing its duties and requesting
explanations when necessary.

- 92 -
(4). Details of Independent Auditor’s remuneration

(a) Details of remuneration for Independent Auditor


Year ended 31 Year ended 31
August 2022 August 2023
Remuneration Remuneration
Class
for audit and for audit and
certification duties certification duties
(Millions of yen) (Millions of yen)

Reporting Entity 211 251

Consolidated subsidiaries 41 45

Total 252 297

(b) Details of remuneration for member firms of the Deloitte global network (except (a))
Year ended 31 August 2022 Year ended 31 August 2023

Remuneration Remuneration Remuneration Remuneration


Class for audit and for duties other for audit and for duties other
certification duties than audit certification duties than audit
(Millions of yen) (Millions of yen) (Millions of yen) (Millions of yen)

Reporting Entity - 627 - 324

Consolidated subsidiaries 351 66 417 62

Total 351 694 417 386

Year ended 31 August 2022 (1 September 2021 - 31 August 2022)


The non-audit services paid for by the Company and the Company's subsidiaries to organizations belonging to the same network
as audit-certified public accountants, etc., comprise advisory services related to the e-commerce platform.

Year ended 31 August 2023 (1 September 2022 - 31 August 2023)


The non-audit services paid for by the Company and the Company's subsidiaries to organizations belonging to the same network
as audit-certified public accountants, etc., comprise advisory services related to the e-commerce platform.

(c) Other important details regarding remuneration for audit and certification duties
Not applicable.

(d) Policies for determination of accounting audit remuneration


The Company’s articles of incorporation stipulate that remuneration to independent auditor for audit services is determined by
the representative director, with the consent of the Audit & Supervisory Board.

(e) Reasons for agreement of the Audit & Supervisory Board to the remuneration of the Independent Auditor
The Audit & Supervisory Board agreed to the remuneration of the independent auditor as stipulated in Article 399, Item 1 of the
Companies Act, after checking auditing estimates versus actual performance in previous business years, including itemized
auditing hours and remuneration, and investigating whether the estimates for the year ended 31 August 2023 were reasonable,
based on the practical guidelines relating to independent auditor published by the Japan Audit & Supervisory Board Members
Association.

- 93 -
D. Directors’ Remuneration
(1) Policies and process for determination of directors’ remuneration
The maximum annual remuneration for Directors has been capped at 2,000 million yen (including an annual figure of 200 million
yen for external Directors) as determined by shareholder resolution at the 60th annual General Meeting of Shareholders held on
25 November 2021 (the resolution covers ten Directors of which six are external Directors).
Meanwhile, the maximum annual remuneration for Audit & Supervisory Board Members is capped at 100 million yen as
determined by shareholder resolution at the 42nd annual General Meeting of Shareholders held on 26 November 2003 (the
resolution covers five Audit & Supervisory Board Members).
The Company, with reference to the appropriate shareholder resolutions, determines the composition of individual Directors’
compensation at Board of Directors’ meetings according to the policy detailed below.
The amount of individual remuneration for internal Directors (meaning Directors who are not external Directors; and the same
shall apply hereinafter) shall be deliberated by the Nomination and Remuneration Advisory Committee, which consists of all
external Directors, based on the amount calculated in accordance with their respective prescribed calculation method. After said
deliberations, the Chairman, President & CEO Tadashi Yanai shall be entrusted by the Board of Directors to make the final
decision within the framework of the total amount of remuneration approved by the General Meeting of Shareholders.
The remuneration of external Directors shall be a fixed amount, and the said fixed amount shall be determined by the Board of
Directors.
The Board of Directors entrusts Chairman, President & CEO Tadashi Yanai with the determination of the amount of individual
remuneration for each internal Director. This delegation of responsibility is based on the judgement that Chairman, President &
CEO Tadashi Yanai is the appropriate person to evaluate the duties and responsibility of each Director while also taking a
comprehensive view of the Company’s overall performance. Individual remuneration is determined based on the discussions of
the Nomination and Remuneration Advisory Committee, which consists of all external Directors, so the Company believes that
its authority is exercised appropriately.
The amount of remuneration for Audit & Supervisory Board Members is determined through discussions among the Audit &
Supervisory Board Members within the confines of the maximum amount of remuneration for Audit & Supervisory Board
Members approved at the aforementioned General Meeting of Shareholders.

- 94 -
(2) Total remuneration including compensation for each director classification at the Company, remuneration by type, and number of
recipient directors
Total amount of remuneration, by type
Total (Millions of yen)
amount of Number of
Executive category Entity category remuneration Short-term Long-term executives
(Millions of Basic performance- performance- (Persons)
yen) Compensation linked linked
remuneration remuneration

the Company 732 361 220 151


Directors (excluding
4
external directors) the subsidiaries 242 154 53 35

External directors the Company 87 87 - - 7


Audit & Supervisory
Board Members
(excluding External the Company 34 34 - - 2
Audit & Supervisory
Board Members)
External Audit & the Company 42 42 - -
Supervisory Board 3
the subsidiaries 3 3 - -
Members

1. The performance-related remuneration figures are provisional calculations made prior to the evaluation of results for the fiscal
year ended August 31, 2023 after accounting for costs. The actual amounts paid are calculated and decided based on
performance evaluations of individual directors.
2. Remuneration for internal directors whose mainly serve as officers of consolidated subsidiaries is paid by the consolidated
subsidiary companies.
3. Remuneration for external directors is fixed at an annual amount of 15 million yen.
4. The remuneration for individual Directors for the current fiscal year is determined according to the process described in (4)
Details of methods for determining director remuneration amounts. The Board of Directors judges whether the details of
remuneration, etc. for directors in the current fiscal year is in line with the above-determined policy.

(b) Total amount of consolidated remuneration, etc., for each officer: note that this is to be more than 100 million yen.
Total amount Total amount of remuneration, by type (Millions of yen)
of
Name remuneration Entity category Short-term Long-term
(Millions of Basic Compensation performance-linked performance-linked
yen) remuneration remuneration

Executive Director
400 the Company 240 160 -
Tadashi Yanai
Director
331 the Company 120 60 151
Takeshi Okazaki
the Company 2 - -
Director
142
Kazumi Yanai Theory LLC,
103 24 13
etc.
Director Uniqlo CO.,
102 50 30 23
Koji Yanai LTD. etc.
(Note) As stated below, short-term performance-linked compensation will be calculated based on performance evaluations from the
previous fiscal year.

(3) Salaries for key personnel serving concurrently as an employee and an officer
Not applicable.

(4) Details of methods for determining director remuneration amounts

- 95 -
(a) Remuneration for Audit & Supervisory Board Members is calculated within the total amount approved by the General Meeting
of Shareholders as explained above and then discussed and decided by Audit & Supervisory Board Members.

(b) The remuneration of external Directors shall be a fixed amount, and the said fixed amount shall be determined by the Board of
Directors.

(c) Remuneration for internal Directors is made up of (1) a basic compensation component, and (2) a performance-related
compensation component (short-term and long-term performance-related compensation), the details of which are described
below. The method of calculation and the timing of payment of each remuneration type is discussed in the above-mentioned
Nomination and Remuneration Advisory Committee and then decided by the Board of Directors.

<Basic remuneration>
The basic remuneration component is calculated according to a predefined compensation table based on each individual’s grade
within the Company and split into equal monthly payments. The individual grade for each internal director is discussed in the
Nomination and Remuneration Advisory Committee and then decided by the Board of Directors.

<Short-term performance-related remuneration>


The targeted short-term performance-related remuneration amount is determined according to a table of short-term performance-
related remuneration by employee grade. It is calculated according to the following payment standard table after selecting a
ranking from five available levels generated by our target management system to reflect the degree of target achievement during
the previous fiscal period. The target management system determines targets based on corporate performance, organizational,
and individual director targets.
Grade Definition Percentage of Target Achieved

A Targets greatly surpassed and many superb courses of action are evident 200%

AB Targets achieved and superb courses of action are evident 150%


Targets achieved, or superb courses of action adequate for achieving target are
B 100%
evident
Targets not achieved, but it is acknowledged that efforts have been made that may
BC 75%
lead to future developments
C Targets not achieved and the anticipated course of action was lacking 50%

<Long-term performance-related remuneration>


The target amount of long-term variable Remuneration is determined based on the long-term variable remuneration table
established for each grade.
Target long-term variable remuneration will be granted as phantom stock, a stock-linked remuneration, to link up with the Fast
Retailing Group's corporate value. Phantom stock is a cash-settled remuneration linked to the Company's share price. The stock can
be exercised three years after the grant date, and an amount of cash equivalent to the Company's share price as of the date of
exercise will be paid. Dividends or amounts equivalent to dividends will not be paid.
In addition to the above, a special long-term, incentive-based remuneration has been granted to some Executive Directors during the
fiscal year under review as part of their long-term variable remuneration. Such remuneration has been granted as phantom stock, a
stock-linked remuneration. Such phantom stock is a cash-settled compensation linked to the Company's share price. The stock can
be exercised upon retirement five years after the grant date, and the amount of cash equivalent to the Company's share price as of
the date of exercise will be paid. Dividends or amounts equivalent to dividends will not be paid.

- 96 -
E. Status of share holdings
(1) Criteria and approach to “investment share” categories
The Company categorizes shareholdings that are deemed to contribute to improving medium-to-long-term corporate value as
“investment shares with a purpose other than net investment” and other shares as “investment shares for the purpose of net
investment.”

(2) Investment shares for which the investment purpose is a purpose other than net investment
(a) In principle, the Group has a policy of not having any cross-holdings; however, on occasion these holdings may occur - but only
in the minimum number of shares required. Each year, the Board of Directors verifies the economic rationality, etc., for any
cross-holdings; this is done for each individual stock and includes any medium-to-long term trading relationships. The Board
then makes a comprehensive judgment on the significance of the holdings. The specific contents of the verifications are not
disclosed due to the trading relationships with the corporation(s) in which shares are held.

(b) Number of stocks and amounts included in the balance sheet


Amounts included in
Number of stocks the balance sheet
(Millions of yen)

Unlisted shares 3 189

Shares other than unlisted shares - -

(Stock for which the number of shares increased in the current business year)
No applicable matters

(Stocks for which the number of shares decreased in the current business year)
Amounts included in
Number of stocks the balance sheet
(Millions of yen)

Unlisted shares - -

Shares other than unlisted shares 1 279

- 97 -
(c) Information on the number of shares and balance sheet difficulties for “specified investment shares” and “deemed shares” - by
individual stock
Specified Investment Shares:
Current Previous
business year business year
Holding purpose, outline of alliance,
Number of Number of Holding the
quantitative holding
Stock shares shares Company’s
effect, and reason for increase in number
shares
Balance sheet Balance sheet of shares
amount amount
(Millions of (Millions of
yen) yen)

- 6,465,000

These shares were held to try to


Crystal International
strengthen ties in the medium-term, as a No
Group Ltd.
strategic partner.

- 301

(Notes) We are unable to disclose the quantitative effects of our holdings, as they include information such as transaction volumes
with companies in which we have invested. See (a) for more information on how we tested the rationality behind our
holdings.

Deemed Shares: Not applicable.

(3) Investment shares held for the investment purpose


Not applicable.

- 98 -
9. Financial Information
A. Preparation of consolidated financial statements
(1) Since the Company meets all criteria of a “specific company” defined in Articles 1-2 of the Rules Governing Term, Form and
Preparation of Consolidated Financial Statements (Financial Ministerial Order 28, 1976) (hereinafter referred to as the “Rules on
Consolidated Financial Statements”), the consolidated financial statements of the Group were prepared in accordance with IFRS
pursuant to Article 93 of the Rules on Consolidated Financial Statements.

(2) The financial statements of the Company were prepared in accordance with the Rules Governing Term, Form and Presentation of
Non-consolidated Financial Statements (Financial Ministerial Order 59, 1963) (hereinafter referred to as the “Rules on Non-
consolidated Financial Statements”).

The non-consolidated financial statements are prepared in accordance with the provisions set out in Article 127 of the Rules on
Non-Consolidated Financial Statements, etc., as the Company is categorized as a company that may be allowed to prepare its
financial statements according to special provisions.

(3) In this report, amounts are rounded down to the nearest million yen.

B. Audit and certification


The Company’s consolidated and non-consolidated financial statements for the fiscal year from 1 September 2022 - 31 August
2023 have been audited by Deloitte Touche Tohmatsu LLC in accordance with auditing standards generally accepted in Japan
pursuant to Article 193-2-1 of the Financial Instruments and Exchange Act. Deloitte Touche Tohmatsu LLC also conducted the
audit of consolidated financial statements of the Company in accordance with International Standards on Auditing (ISA).

C. Special measures for ensuring the accuracy of our consolidated financial statements and a framework for ensuring consolidated
financial statements are appropriately prepared in accordance with IFRS.
The Company has taken special measures to ensure the appropriateness of our consolidated financial statements and has established
a framework to ensure our consolidated financial statements are appropriately prepared in accordance with IFRS. Details of these
are given below.

(1) To establish a framework capable of adapting appropriately to changes in accounting standards, the Company has made efforts
to build specialist knowledge by appointing employees who are well versed in IFRS, joining the Accounting Standards Board of
Japan and similar organizations, and participating in training programs.

(2) To ensure that we appropriately prepared consolidated financial statements in accordance with IFRS, we drafted the Group
guidelines for accounting practices based on IFRS, and have been conducting accounting procedures based on these guidelines.
We regularly obtain standards and press releases published by the International Accounting Standards Board (“IASB”), study
the latest standards and their potential impact on our Company, and update our Group guidelines for accounting practices
accordingly.

- 99 -
D. Consolidated Financial Statements
(1) Consolidated statement of financial position
(Millions of yen)

Notes As at 31 August 2022 As at 31 August 2023

ASSETS
Current assets
Cash and cash equivalents 8,30 1,358,292 903,280
Trade and other receivables 9,30 60,184 66,831
Other financial assets 11,30 123,446 576,194
Inventories 10 485,928 449,254
Derivative financial assets 30 124,551 132,101
Income taxes receivable 2,612 23,660
Other assets 12 23,835 25,372
Total current assets 2,178,851 2,176,695
Non-current assets
Property, plant and equipment 13,15 195,226 221,877
Right-of-use assets 15,17 395,634 389,183
Goodwill 14 8,092 8,092
Intangible assets 14,15 76,621 87,300
Financial assets 11,30 164,340 240,363
Investments in associates accounted
16 18,557 18,974
for using the equity method
Deferred tax assets 18 8,506 38,208
Derivative financial assets 30 134,240 114,151
Other assets 12,15 3,690 8,846
Total non-current assets 1,004,911 1,126,998
Total assets 3,183,762 3,303,694

Liabilities and equity


LIABILITIES
Current liabilities
Trade and other payables 19,30 350,294 338,901
Other financial liabilities 11,28,30 209,286 61,913
Derivative financial liabilities 30 1,513 3,600
Lease liabilities 17,28,30 123,885 126,992
Current tax liabilities 77,162 65,428
Provisions 20 2,581 2,642
Other liabilities 12 111,519 129,782
Total current liabilities 876,242 729,260
Non-current liabilities
Financial liabilities 11,28,30 241,022 241,068
Lease liabilities 17,28,30 356,840 338,657
Provisions 20 47,780 50,888
Deferred tax liabilities 18 44,258 67,039
Derivative financial liabilities 30 44 1,410
Other liabilities 12 2,171 2,007
Total non-current liabilities 692,117 701,072
Total liabilities 1,568,360 1,430,333
(continued)

- 100 -
(Millions of yen)

Notes As at 31 August 2022 As at 31 August 2023

EQUITY
Capital stock 21 10,273 10,273
Capital surplus 21 27,834 28,531
Retained earnings 21 1,275,102 1,498,348
Treasury stock, at cost 21 (14,813) (14,714)
Other components of equity 21 263,255 298,965
Equity attributable to owners of the Parent 1,561,652 1,821,405
Non-controlling interests 53,750 51,955
Total equity 1,615,402 1,873,360
Total liabilities and equity 3,183,762 3,303,694

- 101 -
(2) Consolidated statement of profit or loss
(Millions of yen)

Year ended Year ended


Notes
31 August 2022 31 August 2023
Revenue 22 2,301,122 2,766,557
Cost of sales (1,094,263) (1,330,196)
Gross profit 1,206,859 1,436,360
Selling, general and administrative expenses 23 (900,154) (1,054,368)
Other income 24 16,951 12,197
Other expenses 15,24 (27,391) (14,238)
Share of profit and loss of associates
16 1,059 1,139
accounted for using the equity method
Operating profit 297,325 381,090
Finance income 25 123,820 66,716
Finance costs 25 (7,560) (9,888)
Profit before income taxes 413,584 437,918
Income tax expense 18 (128,834) (122,746)
Profit for the year 284,750 315,171

Profit for the year attributable to:


Owners of the Parent 273,335 296,229
Non-controlling interests 11,415 18,941
Total 284,750 315,171

Earnings per share


Basic (Yen) 27 891.77 966.09
Diluted (Yen) 27 890.43 964.48

- 102 -
(3) Consolidated statement of comprehensive income
(Millions of yen)

Year ended Year ended


Notes
31 August 2022 31 August 2023
Profit for the year 284,750 315,171
Other comprehensive income / (loss),
net of income tax
Items that will not be reclassified
subsequently to profit or loss
Financial assets measured at fair value
through other comprehensive 26 (41) (11)
income / (loss)
Total items that will not be reclassified
(41) (11)
subsequently to profit or loss
Items that may be reclassified
subsequently to profit or loss
Exchange differences on translating
26 98,118 47,587
foreign operations
Cash flow hedges 26 193,303 80,997
Share of other comprehensive
26 116 172
income / (loss) of associates
Total items that may be reclassified
291,538 128,756
subsequently to profit or loss
Other comprehensive income / (loss),
291,497 128,745
net of income tax
Total comprehensive income for the year 576,247 443,916
Attributable to:
Owners of the Parent 554,833 423,601
Non-controlling interests 21,414 20,315
Total comprehensive income for the year 576,247 443,916

- 103 -
(4) Consolidated statement of changes in equity

For the year ended 31 August 2022


(Millions of yen)

Other components of equity

Financial Equity
assets attributable Non-
Foreign Share of other Total
Treasury measured Cash-flow to owners controlling
Capital Capital Retained currency comprehensive equity
Notes stock, at fair value hedge Total of the interests
stock surplus earnings translation income of Parent
at cost through other reserve
reserve associates
comprehensive
income / (loss)

As at 1 September 2021 10,273 25,360 1,054,791 (14,973) 271 9,855 30,890 13 41,031 1,116,484 45,813 1,162,298
Net changes during the year
Comprehensive income
Profit for the year - - 273,335 - - - - - - 273,335 11,415 284,750
Other comprehensive
26 - - - - (41) 90,731 190,691 116 281,497 281,497 9,999 291,497
income / (loss)
Total comprehensive income /
- - 273,335 - (41) 90,731 190,691 116 281,497 554,833 21,414 576,247
(loss)
Transactions with the owners of
the Parent
Acquisition of treasury stock 21 - - - (12) - - - - - (12) - (12)
Disposal of treasury stock 21 - 2,089 - 172 - - - - - 2,261 - 2,261
Dividends 21 - - (53,123) - - - - - - (53,123) (13,152) (66,275)
Share-based payments 21 - 384 - - - - - - - 384 - 384
Transfer to non-financial
- - - - - - (59,174) - (59,174) (59,174) (727) (59,902)
assets
Transfer to retained earnings - - 99 - (99) - - - (99) - - -
Changes in ownership
interests in subsidiaries - - - - - - - - - - 402 402
without losing control
Total transactions with the
- 2,473 (53,024) 159 (99) - (59,174) - (59,273) (109,665) (13,478) (123,143)
owners of the Parent
Total net changes during the year - 2,473 220,310 159 (140) 90,731 131,516 116 222,223 445,167 7,936 453,103
As at 31 August 2022 10,273 27,834 1,275,102 (14,813) 131 100,587 162,407 129 263,255 1,561,652 53,750 1,615,402

- 104 -
For the year ended 31 August 2023
(Millions of yen)

Other components of equity

Financial Equity
assets attributable Non-
Foreign Share of other Total
Treasury measured Cash-flow to owners controlling
Capital Capital Retained currency comprehensive equity
Notes stock, at fair value hedge Total of the interests
stock surplus earnings translation income of Parent
at cost through other reserve
reserve associates
comprehensive
income / (loss)

As at 1 September 2022 10,273 27,834 1,275,102 (14,813) 131 100,587 162,407 129 263,255 1,561,652 53,750 1,615,402
Net changes during the year
Comprehensive income
Profit for the year - - 296,229 - - - - - - 296,229 18,941 315,171
Other comprehensive
26 - - - - (11) 45,444 81,766 172 127,371 127,371 1,373 128,745
income / (loss)
Total comprehensive income /
- - 296,229 - (11) 45,444 81,766 172 127,371 423,601 20,315 443,916
(loss)
Transactions with the owners of
the Parent
Acquisition of treasury stock 21 - - - (27) - - - - - (27) - (27)
Disposal of treasury stock 21 - 1,650 - 127 - - - - - 1,778 - 1,778
Dividends 21 - - (73,074) - - - - - - (73,074) (21,648) (94,723)
Share-based payments 21 - (953) - - - - - - - (953) - (953)
Transfer to non-financial
- - - - - - (91,570) - (91,570) (91,570) (775) (92,346)
assets
Transfer to retained earnings - - 90 - (90) - - - (90) - - -
Changes in ownership
interests in subsidiaries - - - - - - - - - - 314 314
without losing control
Total transactions with the
- 696 (72,983) 99 (90) - (91,570) - (91,661) (163,848) (22,109) (185,958)
owners of the Parent
Total net changes during the year - 696 223,246 99 (102) 45,444 (9,804) 172 35,710 259,752 (1,794) 257,958

As at 31 August 2023 10,273 28,531 1,498,348 (14,714) 28 146,031 152,602 302 298,965 1,821,405 51,955 1,873,360

- 105 -
(5) Consolidated statement of cash flows
(Millions of yen)

Year ended Year ended


Notes
31 August 2022 31 August 2023
Cash flows from operating activities
Profit before income taxes 413,584 437,918
Depreciation and amortization 180,275 186,872
Impairment losses 15 23,150 3,958
Interest and dividend income (9,495) (41,330)
Interest expenses 7,560 9,791
Foreign exchange losses / (gains) (114,324) (25,385)
Share of profit and loss of associates accounted for
(1,059) (1,139)
using the equity method
Losses on disposal of property, plant and equipment 1,136 917
(Increase) / Decrease in trade and other receivables (2,651) (7,535)
(Increase) / Decrease in inventories (50,896) 46,908
Increase / (Decrease) in trade and other payables 114,600 (15,909)
(Increase) / Decrease in other assets (7,125) 8,354
Increase / (Decrease) in other liabilities (9,531) (3,700)
Others, net (27,211) 10,617
Cash generated from operations 518,010 610,338
Interest and dividend income received 8,520 22,613
Interest paid (7,557) (9,861)
Income taxes paid (95,867) (160,368)
Income taxes refunded 7,711 493
Net cash generated by operating activities 430,817 463,216

Cash flows from investing activities


Amounts deposited into bank deposits with original
(143,517) (387,720)
maturities of three months or longer
Amounts withdrawn from bank deposits with original
126,774 182,882
maturities of three months or longer
Payments for property, plant and equipment (51,271) (61,764)
Payments for intangible assets (28,335) (33,542)
Payments for acquisition of right-of-use assets (796) (1,851)
Payments for investment securities (117,521) (481,399)
Proceeds from sale and redemption of investment -
209,662
securities
Payments for lease and guarantee deposits (5,973) (4,865)
Proceeds from collection of lease and guarantee
5,112 5,578
deposits
Others, net 3,301 (1,381)
Net cash generated by / (used in) investing activities (212,226) (574,402)
(continued)

- 106 -
(Millions of yen)

Year ended Year ended


Notes
31 August 2022 31 August 2023
Cash flows from financing activities
Proceeds from short-term loans payable 28 14,059 6,511
Repayment of short-term loans payable 28 (26,210) (7,314)
Repayment of redemption of bonds 28 - (130,000)
Dividends paid to owners of the Parent 21 (53,091) (73,064)
Dividends paid to non-controlling interests (11,623) (20,460)
Repayments of lease liabilities 28 (136,889) (140,646)
Others, net 705 413
Net cash generated by / (used in) financing activities (213,050) (364,562)

Effect of exchange rate changes on the balance of cash


175,015 20,735
held in foreign currencies
Net increase / (decrease) in cash and cash equivalents 180,556 (455,011)
Cash and cash equivalents at the beginning of year 8 1,177,736 1,358,292
Cash and cash equivalents at the end of year 8 1,358,292 903,280

- 107 -
(6) Notes to the consolidated financial statements
1. Reporting Entity
FAST RETAILING CO., LTD. is a company incorporated in Japan. The locations of the registered headquarters and principal
offices of the Company are disclosed at the Group’s website (http://www.fastretailing.com/eng/).

The principal activities of the Group are the UNIQLO business (casual wear retail business operating under the “UNIQLO” brand
in Japan and overseas), GU business (casual wear retail business operating under the “GU” brand in Japan and overseas) and
Theory business (apparel designing and retail business in Japan and overseas), etc.

2. Basis of Preparation
A. Compliance with IFRS
The consolidated financial statements of the Group have been prepared in compliance with IFRS issued by the IASB.

The Group meets all criteria of a “specified company” defined under Article 1-2 of the Rules Governing Term, Form, and
Preparation of Consolidated Financial Statements accordingly, applies Article 93 of the Rules Governing Term, Form, and
Preparation of Consolidated Financial Statements.

B. Approval of the Consolidated Financial Statements


The consolidated financial statements were approved on 30 November 2023 by Tadashi Yanai, Chairman, President, and CEO,
and Takeshi Okazaki, Group Senior Vice President and CFO.

C. Basis of Measurement
The consolidated financial statements have been prepared on a historical cost basis, except for certain assets, liabilities, and
financial instruments which are measured at fair value as indicated in “3. Significant Accounting Policies.”

D. Functional Currency and Presentation Currency


The presentation currency for the Group’s consolidated financial statements is yen (in units of millions of yen), which is also
the Company’s functional currency. All values are rounded down to the nearest million yen, except when otherwise indicated.

E. Use of Estimates and Judgments


The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments,
estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities,
income and expenses. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. The effects of the review of accounting estimates
are recognized in the accounting period in which the estimates were reviewed and in future accounting periods.

Information about important estimates and judgments that have significant effects on the amounts recognized in the
consolidated financial statements is as follows:

• Valuation of inventories (3. Significant Accounting Policies F. and Note 10)


• Valuation of property, plant and equipment, and right-of-use assets (3. Significant Accounting Policies J. and Note 15)
• Recoverability of deferred tax assets (3. Significant Accounting Policies N. and Note 18)
• Accounting treatment and valuation of provisions (3. Significant Accounting Policies K. and Note 20)
• Fair value measurement of financial instruments (3. Significant Accounting Policies D. and Note 30)

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3. Significant Accounting Policies
A. Basis of Consolidation
(1) Subsidiaries
A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The Group controls
enterprises when it is exposed, or has rights, to variable returns arising from its involvement in those enterprises or when the
Group has rights to variable returns in those enterprises and is able to have an impact on said variable returns through its
power over those enterprises. A subsidiary’s financial statements are incorporated into the Group’s consolidated financial
statements from the date on which the Group obtains control until the date that control ceases.

The subsidiaries adopted the consistent accounting policies as the Company in the preparation of their financial statements.
All intra-group balances, transactions within the Group as well as unrealized profit and loss resulting from transactions within
the Group are eliminated at the time of preparation of the consolidated financial statements.

The statutory fiscal year end dates for FAST RETAILING (CHINA) TRADING CO., LTD., UNIQLO TRADING CO., LTD.,
FAST RETAILING (SHANGHAI) TRADING CO., LTD., GU (Shanghai) Co., Ltd. and 11 other companies vary between 31
December, 31 March and 30 June.

Management prepares the financial statements of these subsidiaries as at the Group’s year-end solely for the Group’s
consolidation purpose.

The financial statements of other subsidiaries are prepared using the same reporting period as the Parent company.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

Any difference between the adjustment to the non-controlling interest and the fair value of the consideration received is
recognized directly in equity as interests attributable to owners of the Parent.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Parent and to the non-
controlling interests, even if this results in the non-controlling interests having a deficit balance.

The number of consolidated subsidiaries as at 31 August 2023 is 125.

(2) Investments in associates


An associate is an entity in which the Group has significant influence over the financial and operating policies.

If the Group holds 20% or more of the voting rights of another enterprise, it is presumed that the Group has a significant
influence over the other enterprise. Investments in associates are accounted for applying the equity method, and measured at
historical cost at the time of acquisition.

Thereafter, the carrying amount of the investment is adjusted to recognize changes in the Group’s share of net assets of the
associate since acquisition date. The consolidated statement of profit or loss reflects the Group’s share of the results of
operations of the associate. Any change in other comprehensive income of those investees is presented as part of the Group’s
other comprehensive income.

Unrealized gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the
interest in the associate.

The number of associates as at 31 August 2023 is 3.

- 109 -
B. Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured at the
aggregation of the acquisition date fair values of assets transferred, liabilities assumed, and equity interests issued by the
Company in exchange for control of the acquired company.

If the cost of an acquisition exceeds the fair value of the identifiable assets and liabilities, the excess is recorded as goodwill on
the consolidated statement of financial position. If it is below the fair value, the difference is immediately recorded as gains on
the consolidated statement of profit or loss.

Acquisition-related costs are expensed as incurred. Additional acquisitions of non-controlling interests are accounted for as
equity transactions, and no goodwill is recognized.

Contingent liabilities of acquired companies are recognized in a business combination only if they are present obligations, were
incurred as a result of a past event, and their fair value can be reliably measured.

For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or
at the proportionate share of the acquiree’s identifiable net assets.

If the initial accounting for a business combination is incomplete by the reporting date of the fiscal year in which the business
combination occurs, the items for which the acquisition accounting is incomplete are reported using provisional amounts. Those
amounts provisionally recognized on the acquisition date are retrospectively adjusted to reflect new information as if the
acquisitions took place during the measurement period, had facts and circumstances that existed at the acquisition date been
known at that time, they would have affected the amounts recognized on that date. Additional assets and liabilities are
recognized if new information results in the recognition of additional assets or liabilities. The measurement period should be
within one year.

C. Foreign Currencies
(1) Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot
rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of
exchange at the reporting date. Differences arising from settlement or translation of monetary items are recognized in profit or
loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates
at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items
measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translation
differences on items whose fair value gain or loss is recognized in other comprehensive income or profit or loss are also
recognized in other comprehensive income or profit or loss, respectively).

(2) Foreign Operations


Upon consolidation, the assets and liabilities of foreign operations are translated into yen at the rate of exchange prevailing at
each reporting date and their statements of profit or loss are translated at average exchange rates during the period. The
exchange differences arising on translation for consolidation are recognized in other comprehensive income. On disposal of a
foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognized in
profit or loss.

- 110 -
D. Financial Instruments
(1) Non-derivative financial assets
(a) Initial recognition and measurement
The Group classifies financial assets as “financial assets measured at fair value through profit or loss”; “financial assets
measured at fair value through other comprehensive income” or “financial assets measured at amortized cost”; and that
classification is determined at the time of initial recognition.

The Group carries out initial recognition on the date of the transaction, when it becomes party to the contract related to the
financial asset(s).

All financial assets are measured by adding directly linked transaction costs to fair value, except those in the category
classified as measured at fair value through profit or loss.

Financial assets are classified as financial assets measured at amortized cost, if the following requirements are satisfied:

• Assets are held based on a business model that requires them to be held to collect contractual cash flow
• Cash flow, made up solely of payment of the principal and interest on the balance of principal, is generated on a specified
day under the contractual terms of the financial asset.

Financial assets other than financial assets measured at amortized cost are classified as financial assets measured at fair
value. Apart from equity instruments held for trading purposes, which must be measured at fair value through Profit or Loss,
other equity instruments measured at fair value are designated as either being measured at fair value through Profit or Loss
or alternatively measured at fair value through Other Comprehensive Income; this is done for each individual equity
instrument and the designation is continuously applied to the instrument thereafter.

(b) Subsequent measurement


Measurement after the initial recognition of financial assets is carried out as follows in accordance with the classification.

(i) Financial assets measured at amortized cost


Financial assets measured at amortized cost are measured at amortized cost using the effective interest method.

(ii) Financial assets measured at fair value


The fluctuation in the fair value of financial assets measured at fair value is recognized as profit or loss. However, any
fluctuation in the fair value of equity financial instruments designated as instruments to be measured at fair value through
other comprehensive income, is recognized as other comprehensive income; and if recognition is suspended or if the fair
value significantly drops, then it is transferred to Retained earnings. Note that dividends from the financial assets are
recognized as profit or loss as part of finance income.

- 111 -
(c) Impairment of financial assets
For financial assets measured at amortized cost, expected credit losses pertaining to the financial assets are recognized as
allowances for doubtful accounts.

On each reporting date, the credit risk pertaining to each financial asset is evaluated to see if it has increased significantly
since initial recognition and, if it has, then the expected credit losses for the entire period are recognized as an allowance for
doubtful accounts; whereas if it has not, then the expected credit losses for a 12-month period are recognized as an allowance
for doubtful accounts.

In principle, if the contractual payment due date has passed at the time of an evaluation, it will be assumed that the credit risk
has significantly increased. However, when the evaluation takes place, other information that can be reasonably used and
used as support is taken into account.

However, trade receivables, etc., that do not include any major financial elements are always recognized as being an amount
equivalent to expected credit loss for the entire period. If the issuer or debtor is in serious financial difficulties or is subject to
a legal or formal business failure, then it is judged that there has been a default on obligations. And if it is judged that there
has been a default on obligations, then the assets are treated as credit-impaired financial assets.

Irrespective of the above, if it is reasonably judged that all or part of financial assets cannot be collected due to our legal
rights of claim being terminated or similar, then the book value of the financial assets is directly amortized.

(d) Derecognition of financial assets


The Group derecognizes a financial asset only if the contractual rights to the cash flows from the financial asset expire or if
the Group has transferred almost all risks and rewards of ownership. If the Group maintains control of the transferred
financial asset, it recognizes the asset and associated liabilities to the extent of its continuing involvement.

(2) Non-derivative financial liabilities


(a) Initial recognition and measurement
Corporate bonds and loans, etc., are initially recognized by the Group on their effective date; and other financial liabilities
are initially recognized on their transaction date. Financial liabilities are either classified as financial liabilities measured at
fair value through profit or loss or financial liabilities measured at amortized cost, and this classification is determined at the
time of initial recognition. All financial liabilities are initially measured at fair value, but financial liabilities measured at
amortized cost are measured using the amount obtained after deducting directly attributable transaction costs.

(b) Subsequent measurements


For measurements made after the initial recognition of a financial liability, any financial liabilities measured at fair value
through profit or loss include financial liabilities held for trading purposes and financial liabilities specified at the time of
initial recognition as measured at fair value through profit or loss; and when these liabilities are measured at fair value after
initial recognition, any changes are recognized as profit or loss for the current period. Any financial liabilities measured at
amortized cost are measured after initial recognition at amortized cost using the effective interest method. Any gains or
losses made in the event of amortization using the effective interest method and the de-recognition of a liability are
recognized as profit or loss for the current period as part of finance costs.

(c) Derecognition of financial liabilities


The Group derecognizes a financial liability when it is extinguished, which is when the obligation specified in the contract is
either discharged, cancelled, or expired.

(3) Presentation of financial assets and financial liabilities


The balance of financial assets and financial liabilities is offset on the consolidated statement of financial position and the net
amount is presented only in cases in which the Group has the right to legally enforce offsetting the balances and also intends
to settle the net amount, or realize assets and settle liabilities, at the same time.

- 112 -
(4) Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments, such as forward currency contracts, to hedge its foreign currency risks. Such
derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into
and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and
as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the
effective portion of cash flow hedges, which is recognized in other comprehensive income and later reclassified to profit or
loss when the hedge item affects profit or loss.

At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the
Group wishes to apply hedge accounting and the risk management objectives and strategy for undertaking the hedge. The
documentation includes identification of the specific hedging instrument, the hedged item or transaction, the nature of the risk
being hedged, and how the entity will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in
the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in
achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually
have been highly effective throughout the financial reporting periods for which they were designated.

The Group has designated forward currency contracts as cash flow hedges and are accounted for as described below:

Cash flow hedges


For gains and losses on hedges, effective portions are recognized as other comprehensive income, and non-effective portions
are immediately recognized as profit or loss on the Consolidated Statement of Profit or Loss.

Amounts pertaining to hedges that are included as other comprehensive income are transferred to profit or loss at the point in
time when the hedged trades have an impact on profit or loss. If a transaction is planned that will generate recognition of
hedged assets or liabilities of a non-financial nature, then the amount that is recognized as other comprehensive income is
processed as a correction of the initial book value for the non-financial asset or liability.

If the forecast transaction or firm commitment is no longer expected to occur, cumulative profit or loss amounts previously
recognized in equity through other comprehensive income are reclassified as profits or losses. If the hedging instrument
expires or is sold, is terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, the
amounts previously recognized in equity through other comprehensive income are recorded as equity until the forecast
transaction occurs or firm commitment is met.

E. Cash and cash equivalents


Cash and cash equivalents comprise cash on hand, bank deposits available for withdrawal on demand, and short-term, highly
liquid investments due with a maturity of three months of the acquisition date or less that are readily convertible to cash and
which are subject to an insignificant risk of changes in value.

F. Inventories
Inventories are valued at the lower of cost or net realizable value; the weighted average method is principally used to determine
cost. Net realizable value is based on the estimated selling price in the ordinary course of business less any estimated costs to
sell.

- 113 -
G. Property, plant and equipment
(1) Recognition and measurement
Property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of
bringing the asset to its working condition and location for its intended use, the initial estimate of the costs of dismantling and
removing the item and restoring the site on which it is located.

(2) Depreciation
Assets other than land and construction in progress are depreciated using the straight-line method over the estimated useful
lives shown below:

Buildings and structures 3-35 years


Machinery and equipment 10 years
Furniture, fixtures and vehicles 5 years

The useful lives, residual values, and depreciation methods are reviewed at each reporting date, with the effect of any changes
in estimates being accounted for on a prospective basis.

H. Goodwill and intangible assets


(1) Goodwill
Goodwill is stated at the carrying amount, which is the acquisition cost after deducting accumulated impairment losses.
Goodwill represents the excess amount of the historical cost of an interest acquired by the Group over the net amount of the
fair value of the identifiable assets acquired and liabilities assumed.

Goodwill is not amortized but is allocated to identifiable cash-generating units (“CGU”) based on the geographical region
where business takes place and the type of business conducted, and then tested for impairment each year or when there is an
indication that it may be impaired. Impairment losses on goodwill are recognized in the consolidated statement of profit or
loss and cannot be subsequently reversed in future periods.

(2) Intangible assets


Intangible assets are measured at cost, with any accumulated amortization and accumulated impairment losses deducted from
the historical cost to arrive at the stated carrying amount.

Intangible assets acquired separately are measured at cost at initial recognition, and the cost of intangible assets acquired in a
business combination is measured as fair value at the acquisition date.

For internally generated intangible assets, the entire amount of the expenditure is recorded as an expense in the period in
which it arises, except for development expenses that meet the requirements for capitalization.

Intangible assets with finite useful lives are amortized over their respective estimated useful lives using the straight-line
method, and they are tested for impairment when there is an indication that they may be impaired. The estimated useful life
and amortization method for an intangible asset with a finite useful life is reviewed at the end of each reporting period, and
any changes are applied prospectively as a change in accounting estimate.

The estimated useful lives of the main intangible assets with finite useful lives are as follows:

• Software for internal use Length of time it is usable internally (3 to 5 years)

Intangible assets with indefinite useful lives and intangible assets that are not yet available for use are not amortized. They are
tested for impairment annually or when there is an indication that they may be impaired, either individually or at the CGU
level.

- 114 -
I. Leases
(i) As Lessee
Right-of-use assets are initially measured at cost at the commencement date of their lease. The cost includes the amount of the
initial measurement of the lease liability, any lease payments made at or before the commencement date, less any lease
incentives received, and any initial direct costs incurred.
After the initial measurement, right-of-use assets are depreciated over the lease term using the straight-line method. The lease
term is determined as the non-cancellable period together with periods covered by an option to terminate the lease if the lessee
is reasonably certain not to exercise that option. The right-of-use assets are measured at cost less accumulated depreciation and
any accumulated impairment losses.

Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement date. The
lease payments are discounted using the interest rate implicit in the lease if that rate can be readily determined. If that rate cannot
be readily determined, the incremental borrowing rate is used.
The lease payments included in the measurement of the lease liability comprise the fixed payments and payments of penalties for
terminating the lease if the lease term reflects the exercising an option to terminate the lease.
Subsequent to initial recognition, lease liabilities are measured at amortized cost using the effective interest method. Lease
liabilities are remeasured if there is a change in future lease payments resulting from a change in an index or a rate, or a change
in the assessment of possibility of exercising a termination option.
If a lease liability is remeasured, the amount of the remeasurement of the lease liability is recognized as an adjustment to the
right-of-use asset.

(ii) As Lessor
For leases where the Group is the lender, each lease is classified as either a finance lease or an operating lease at the time that
the lease is agreed.
In classifying each lease, the Group comprehensively evaluates whether or not the risks and economic value associated with
ownership of the underlying assets all transfer substantively. If they do transfer, the lease is classified as a finance lease;
otherwise, it is classified as an operating lease.
Leases in which the Group acts as lender normally correspond to subleases in which the Group acts as an intermediate lender.
Head leases and subleases are accounted separately. In its consolidated financial statement, the Group includes lender finance
leases pertaining to relevant subleases in "other current financial assets and "non-current financial assets."

- 115 -
J. Impairment
The carrying amounts of the Group’s non-financial assets, excluding inventories and deferred tax assets, are reviewed to
determine whether there is any indication of impairment at each reporting date. If there is any indication of impairment, the
recoverable amount for the asset is estimated. For goodwill, intangible assets with indefinite useful lives, and intangible assets
that are not yet available for use, the recoverable amount is estimated each year at the same time.

The recoverable amount for an asset or CGU is the higher of value-in-use and fair value less costs of disposal. The fair value
less costs of disposal calculation is based on current market transactions. However, if the observable market transactions are not
available, appropriate valuation model is used. In assessing value-in-use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects the time value of money and the risks specific to the asset.

A CGU is the smallest identifiable group of assets which generates cash inflows from continuing use which are largely
independent of the cash inflows from other assets or groups of assets.

The CGU (or group of CGUs) for goodwill is determined based on the unit by which the goodwill is monitored for internal
management purposes and must not be larger than an operating segment before aggregation.

Because the corporate assets do not generate independent cash inflows, if there is an indication that corporate assets may be
impaired, the recoverable amount is determined for the CGU to which the corporate assets belong.

If the carrying amount of an asset or a CGU exceeds the recoverable amount, an impairment loss is recognized in profit or loss
for the period. Impairment losses recognized in relation to a CGU are first allocated to reduce the carrying amount of any
goodwill allocated to the CGU and then allocated to the other assets of the CGU pro rata on the basis of their carrying amounts.

An impairment loss related to goodwill cannot be reversed in future periods. Previously recognized impairment losses on assets
other than goodwill are reviewed at each reporting date to determine whether there is any indication that a loss has decreased or
no longer exists. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to
determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the
carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.

K. Provisions
Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can
be made of the amount of the obligation. Provisions are recognized as the best estimate of the expenditure required to settle the
present obligation (future cash flows), taking into account the risks and uncertainties surrounding the obligation at each
reporting date.

If the time value of money is material, provisions are measured as the estimated future cash flows discounted to the present
value using a pre-tax rate that reflects, when appropriate, the time value of money and the risks specific to the liability. When
discounting is used, the increase due to the passage of time is recognized as a finance cost.

Provision is described below:

Asset retirement obligations


The obligations to restore property to its original state under real estate leasing agreements for offices, such as corporate
headquarters and stores, are estimated and recorded as a provision. The expected length of use is estimated as the time from
acquisition to the end of useful life.

- 116 -
L. Employee benefits
(1) Defined contribution system
We have adopted a defined contribution pension plan for employees of the Company and certain subsidiaries.

The defined contribution pension plan is a post-retirement benefit plan in which the employer contributes a certain amount of
contributions to other independent companies and is not subject to legal or presumptive obligation on payment beyond those
contributions.

Contributions to the defined contribution pension plan are charged to expense during the period in which employees provide
services.

(2) Short-term employee benefits


For short-term employee benefits, no discount calculation is made and expenses are recorded when employees provide related
services.

For bonuses and paid leave expenses, we have legal or presumptive obligations to pay them and recognize as liabilities the
amount estimated to be paid based on those plans if reliable estimates are possible.

(3) Share-based payments


The Group grants share-based payments in the form of share subscription rights (stock options) to employees of the Company
and its subsidiaries. In doing so, the Group aims to heighten morale and motivate employees to improve the Group’s business
performance, thereby increasing shareholder value by reinforcing business development that is focused on the interests of the
shareholders. These share-based payments do this by rewarding contributions to the Group’s profit and by connecting the
benefits received by these individuals to the Company’s stock price.

Stock options are measured at fair value based on the price of the Company’s shares on the grant date. Fair value of stock
options is further disclosed in “29. Share-based Payments.”

The fair value of the stock options determined at the grant date is expensed, together with a corresponding increase in capital
surplus in equity, over the vesting period on a straight-line basis, taking into consideration the Group’s best estimates of the
number of stock options that will ultimately vest.

- 117 -
M. Revenue recognition
The Group recognizes revenue in accordance with IFRS 15 Revenue from Contracts with Customers by applying the following
five-step approach:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

The Group, as a global clothing retailer, recognizes revenue when it satisfies its performance obligation by transferring the
promised goods to the customer. An asset is transferred when the customer obtains control of that asset. In addition, the Group
recognizes revenue at the amount of the promised consideration that the customer would pay in accordance with a contract, less
the sum of discounts, rebates and refunds or credits.

N. Income taxes
Income taxes comprise current and deferred taxes and these are recognized in profit or loss, except taxes arising from items that
are recognized as other comprehensive income.

Current taxes are measured at the amount expected to be paid to (or recovered from) taxation authorities on taxable income or
loss for the current year, using the rates that have been enacted or substantively enacted by each reporting date in the countries
where the Group operates and generates taxable income, with adjustments to tax payments in past periods.

Through the use of an asset and liability approach, deferred tax assets and liabilities are recorded for the temporary differences
between the carrying amounts of assets and liabilities for accounting purposes and the amounts of assets and liabilities for tax
purposes. Deferred tax assets and liabilities are not recognized for temporary differences under any of the following
circumstances:

•Temporary differences arising from goodwill;

•Temporary differences arising from the initial recognition of an asset / liability which, at the time of the transaction, does not
affect either the accounting profit or the taxable income (other than in a business combination); or

•Taxable temporary differences associated with investments in subsidiaries, but only to the extent that it is possible to control
the timing of the reversal of the differences and it is probable that the reversal will not occur in the foreseeable future.

The group tax sharing system is applied for the Company and 100% owned subsidiaries in Japan.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the temporary
difference is realized or settled, based on tax laws that have been enacted or substantively enacted by each reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when income taxes are levied by the same taxation authority on either the same taxable entity or on different taxable
entities which intend either to settle current tax assets and liabilities on a net basis, or to realize the assets and settle the
liabilities simultaneously.

Deferred tax assets are recognized for unused tax losses, tax credits, and deductible temporary differences to the extent that it is
probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each
reporting date and reduced to the extent that it is no longer probable that the related tax benefits will be realized.

- 118 -
O. Earnings per share
Basic earnings per share is calculated by dividing profit or loss attributable to common shareholders of the Parent by the
weighted-average number of common stocks outstanding during the period, adjusted for treasury stock. Diluted earnings per
share is calculated by adjusting for all dilutive potential ordinary shares having a dilutive effect.

4. Newly applied standards and interpretation guidelines


Since the current consolidated fiscal year, the Group has adopted the below standard.

Standard
Standard Summary of New/Revised Content and Transitional Measures
Name
International Accounting A temporary exception to the recognition and information disclosure requirements
Standards (“IAS”) 12 Income
about deferred tax assets and liabilities related to the International Tax Reform -
(Revised) Taxes
Pillar Two Model Rules.

The application of IAS 12 (Revised) has no significant impact on the Group's Consolidated Financial Statement.

5. Issued but not yet effective IFRS, not-yet-applied new standards and interpretation guidelines
New written standards and new interpretation to existing standards guidelines that were either newly established or revised by the
date the consolidated financial statements were approved, the main standards that the Company has not applied, as of 31 August
2023, are stated below.
Mandatory
The Group’s
IFRS Title adoption date Summary
(year beginning on) adoption date
Deferred tax related to assets
Income Fiscal year ending
IAS 12 (Revised) 1 January 2023 and liabilities arising from a
Taxes 31 August 2024
single transaction
Disclosure of income taxes
arising from tax laws enacted
Income Fiscal year ending or substantially enacted to
IAS12 (Revised) 1 January 2023
Taxes 31 August 2024 introduce the "International Tax
Reform - Pillar Two Model
Rules."
The Company is in the process of assessing the impact of the adoption of the above standards on the Group’s consolidated
financial statements.

- 119 -
6. Segment Information
A. Description of reportable segments
The Group’s reportable segments are components for which discrete financial information is available and which are reviewed
regularly by the Board of Directors (the “Board”) to make decisions about the allocation of resources and to assess
performance.

The Group’s main retail clothing business is divided into four reportable operating segments: UNIQLO Japan, UNIQLO
International, GU and Global Brands, each of which is used to frame and form the Group’s strategy.

The main businesses covered by each reportable segment are as follows:

UNIQLO Japan: UNIQLO clothing business within Japan


UNIQLO UNIQLO clothing business outside of Japan
International:
GU: GU clothing business in Japan and overseas
Global Brands: Theory, PLST, COMPTOIR DES COTONNIERS, and PRINCESSE TAM.TAM clothing
operations

(Changes to classification of reportable segment)


From the year ended 31 August 2023, in accordance with the partial review of the performance management segmentation,
Royalty Department performance that had previously been presented under "UNIQLO Japan" is now included in the
“Adjustments”.
This is due to the increase in sales of UNIQLO International including Europe and the United States and the accompanying
increase in royalty revenue, which has resulted in a change in positioning of the Royalty Division to a corporate division.
The segment information for the year ended 31 August 2022 is based on the revised segmentation.

B. Method of accounting for segment revenue and results


The methods of accounting for the reportable segments are the same as those stated in “3. Significant Accounting Policies.”

The Group does not allocate assets and liabilities to individual reportable segments.

C. Segment information
Year ended 31 August 2022
(Millions of yen)
Reportable segments
Consolidated
Others Adjustments
Total Statement of
UNIQLO UNIQLO Global (Note1) (Note2)
GU Profit or Loss
Japan International Brands

Revenue 810,261 1,118,763 246,055 123,162 2,298,242 2,880 - 2,301,122

Operating profit / (loss) 107,975 158,364 16,667 (792) 282,215 (797) 15,906 297,325
Segment income / (loss)
(i.e., profit / (loss) before income 117,809 156,503 18,492 (1,212) 291,592 (867) 122,859 413,584
taxes)
Other disclosure:

Depreciation and amortization 53,450 71,358 17,940 8,361 151,111 183 28,980 180,275

Impairment losses (Note 3) 4,322 13,402 2,237 1,389 21,351 1,363 434 23,150

(Note 1) “Others” includes the real estate leasing business, etc.


(Note 2) “Adjustments” primarily includes revenue and corporate expenses which are not allocated to individual reportable segments.
(Note 3) Details on the Impairment losses are stated in note “15. Impairment losses”.

- 120 -
Year ended 31 August 2023
(Millions of yen)
Reportable segments
Consolidated
Others Adjustments
Total Statement of
UNIQLO UNIQLO Global (Note1) (Note2)
GU Profit or Loss
Japan International Brands

Revenue 890,427 1,437,147 295,206 141,685 2,764,466 2,090 - 2,766,557

Operating profit / (loss) 117,881 226,999 26,139 (3,022) 367,998 21 13,070 381,090
Segment income / (loss)
(i.e., profit / (loss) before income 130,547 228,084 25,813 (3,940) 380,505 39 57,372 437,918
taxes)
Other disclosure:

Depreciation and amortization 49,551 79,281 18,931 8,205 155,969 401 30,501 186,872

Impairment losses (Note 3) - 1,087 150 2,122 3,360 - 597 3,958

(Note 1) “Others” includes the real estate leasing business, etc.


(Note 2) “Adjustments” primarily includes revenue and corporate expenses which are not allocated to individual reportable segments.
(Note 3) Details on the Impairment losses are stated in note “15. Impairment losses”.

D. Geographic Information
Year ended 31 August 2022
(1) External revenue
(Millions of yen)
Japan PRC Overseas (Others) Total

1,080,807 446,063 774,251 2,301,122

(2) Non-current assets (excluding financial assets, investments in associates accounted for using the equity method and deferred
tax assets)
(Millions of yen)
United States
Japan Overseas (Others) Total
of America
365,435 77,250 236,580 679,266

Year ended 31 August 2023


(1) External revenue
(Millions of yen)
Japan PRC Overseas (Others) Total

1,208,261 503,909 1,054,386 2,766,557

(2) Non-current assets (excluding financial assets, investments in associates accounted for using the equity method and deferred
tax assets)
(Millions of yen)
United States
Japan Overseas (Others) Total
of America
386,314 77,957 251,029 715,301

- 121 -
7. Business Combination
In the Group, there are no significant transactions both individually and in the aggregate, and the information is omitted.

8. Cash and Cash Equivalents


The breakdown of cash and cash equivalents as at each year end is as follows:
(Millions of yen)
As at As at
31 August 2022 31 August 2023

Cash and bank balances 1,059,343 868,513

Money market funds (MMF), negotiable certificates of deposits 298,948 34,767

Total 1,358,292 903,280


(Note) Cash and Cash Equivalents is classified as financial assets measured at amortized cost.

9. Trade and Other Receivables


The breakdown of trade and other receivables as at each year end is as follows:
(Millions of yen)
As at As at
31 August 2022 31 August 2023

Accounts receivable - trade 47,405 55,918

Other accounts receivable 12,334 10,166

Lease receivable 863 1,311

Allowance for doubtful accounts (418) (565)

Total 60,184 66,831

See note “30. Financial Instruments” for credit risk management and the fair value of trade and other receivables.

The above classifications of financial assets are all financial assets measured at amortized cost.

The above Accounts receivable — trade are mainly recognized as revenue at the time of delivery of the clothing because the
customer is deemed to have gained control of the clothing and the performance of obligations to have been fulfilled upon
delivery. The Group receives payment within a short period of time after fulfilling the performance of obligations based on
separately specified payment conditions. Because the period from fulfillment of the performance obligations to receipt of
consideration is normally within one year, the receivables are not adjusted as material financial elements using the convention
method.

- 122 -
10. Inventories
The breakdown of inventories as at each year end is as follows:
(Millions of yen)
As at As at
31 August 2022 31 August 2023

Products 479,824 442,692

Materials and supplies 6,103 6,561

Total 485,928 449,254


(Note) As at 31 August 2022 and 31 August 2023, the Group had inventories attributable to UNIQLO Japan, UNIQLO International
and GU business segments aggregated to 453,258 million yen and 417,347 million yen, respectively.

No inventories were pledged as collateral to secure debt.

Write-down of inventories to their net realizable values recognized in expenses is as follows:


(Millions of yen)
Year ended Year ended
31 August 2022 31 August 2023

Write-down of inventories to net realizable value 9,099 8,678


(Note) As at 31 August 2022 and 31 August 2023, the Group had written down inventories to net realizable value for the amount of
8,283 million yen and 8,254 million yen, respectively, related to UNIQLO Japan, UNIQLO International and GU business
segments.
As the valuation of inventories may be affected by external environments such as economic conditions, weather or trends of
competitors, if these factors may be differed from the estimates, it may have a significant impact on the valuation of inventories
in the consolidated financial statements for the next consolidated fiscal year.

- 123 -
11. Other Financial Assets and Other Financial Liabilities
The breakdowns of other financial assets and other financial liabilities as at each year end are as follows:
(Millions of yen)
As at As at
31 August 2022 31 August 2023

Other financial assets:

Financial assets measured at amortized cost

Bonds 135,214 440,738

Security deposits / guarantees 68,626 69,446

Bank deposits 74,535 294,620

Others 9,167 11,827

Allowance for doubtful accounts (247) (262)

Financial assets measured at fair value through


other comprehensive income

Stocks 490 189

Total 287,787 816,558

Other current financial assets total 123,446 576,194

Other non-current financial assets total 164,340 240,363

(Millions of yen)
As at As at
31 August 2022 31 August 2023

Other financial liabilities:

Financial liabilities measured at amortized cost

Interest-bearing bank and other borrowings (Note) 371,496 240,913

Deposits 77,550 60,793

Security deposits / guarantees received 1,260 1,274

Total 450,308 302,981

Other current financial liabilities total 209,286 61,913

Other non-current financial liabilities total 241,022 241,068


(Note) Interest-bearing borrowings include corporate bonds and loans payable.

- 124 -
The issues and fair values of financial assets measured at fair value through other comprehensive income are as follows:
(Millions of yen)
As at As at
Issue(s)
31 August 2022 31 August 2023

Crystal International Group Ltd. 301 -


Stocks are principally held to strengthen medium-term relationships with strategic partners, and are therefore designated as
financial assets at fair value through other comprehensive income.

The fair value and cumulative gains or losses (before tax effects) as at the date of derecognition of financial assets measured at
fair value through other comprehensive income that were derecognized during the period are as follows.
(Millions of yen)
As at As at
31 August 2022 31 August 2023

Fair value 487 279

Cumulative gains / (losses) 159 95


(Notes) 1. The Group sells off (derecognizes) equity instruments measured at fair value through other comprehensive income based on
the efficient utilization of assets and reviews of business relationships.
2. If equity instruments measured at fair value through other comprehensive income are derecognized, cumulative gains or
losses (after tax effects) recognized in other comprehensive income are transferred to retained earnings.

Dividend income from financial assets measured at fair value through other comprehensive income is as follows.
(Millions of yen)
As at As at
31 August 2022 31 August 2023

Derecognized financial assets - 5

Financial assets held at the end of the fiscal year 26 3

- 125 -
12. Other Assets and Other Liabilities
The breakdowns of other assets and other liabilities as at each year end are as follows:
(Millions of yen)
As at As at
31 August 2022 31 August 2023

Other assets:

Prepayments 10,002 9,692

Long-term prepayments 2,024 1,586

Accrued interest receivable 559 8,380

Prepaid consumption tax 5,188 4,527

Others 9,751 10,033

Total 27,526 34,219

Current 23,835 25,372

Non-current 3,690 8,846

(Millions of yen)
As at As at
31 August 2022 31 August 2023

Other liabilities:

Accruals 87,568 94,053

Employee benefits accruals 9,382 11,101

Suspense receipt / accrued consumption tax 3,740 12,222

Others 12,999 14,412

Total 113,690 131,790

Current 111,519 129,782

Non-current 2,171 2,007

- 126 -
13. Property, Plant and Equipment
Increase / (decrease) in acquisition costs, accumulated depreciation and impairment of property, plant and equipment are as follows:

(Millions of yen)
Buildings Machinery Furniture, Construction
Acquisition costs and and fixtures and Land in Total
structures equipment vehicles progress

At 1 September 2021 324,577 11,633 72,713 1,962 18,358 429,245

Additions 7,802 861 5,152 - 43,171 56,988

Disposals (11,552) - (3,595) - (287) (15,435)

Transfers 23,976 18,623 7,790 - (50,390) -


Effect of change in
28,598 2,552 11,394 - 724 43,270
exchange rate
At 31 August 2022 373,403 33,671 93,455 1,962 11,575 514,069

Additions 2,723 313 1,076 - 61,619 65,734

Disposals (24,321) - (11,862) - (951) (37,134)

Transfers 35,211 19,728 10,401 - (65,341) -


Effect of change in
15,355 494 5,059 - 2,237 23,146
exchange rate
At 31 August 2023 402,373 54,208 98,130 1,962 9,139 565,815

- 127 -
(Millions of yen)
Accumulated Buildings Machinery Furniture, Construction
depreciation and and fixtures and Land in Total
and impairment structures equipment vehicles progress

At 1 September 2021 (208,457) (416) (52,159) (34) - (261,068)

Depreciation (26,969) (2,856) (9,049) - - (38,875)

Impairment losses (4,461) (434) (1,387) - - (6,283)

Disposals 10,633 - 3,235 - - 13,869


Effect of change in
(18,201) (252) (8,029) - - (26,483)
exchange rate
At 31 August 2022 (247,456) (3,960) (67,390) (34) - (318,842)

Depreciation (28,693) (4,777) (9,523) - - (42,995)

Impairment losses (537) (77) (214) - - (829)

Disposals 20,978 - 10,521 - - 31,499


Effect of change in
(9,717) (90) (2,962) - - (12,770)
exchange rate
At 31 August 2023 (265,427) (8,906) (69,569) (34) - (343,937)

(Millions of yen)
Machinery Furniture, Construction
Buildings
Net carrying amount and fixtures and Land in Total
and structures
equipment vehicles Progress

At 31 August 2022 125,947 29,710 26,064 1,927 11,575 195,226

At 31 August 2023 136,945 45,301 28,561 1,927 9,139 221,877


(Notes) 1. Property, plants and equipment mainly consists of store assets attributable to UNIQLO Japan, UNIQLO International and
GU business segments.
2. There are no restrictions on ownership rights and no pledges on the Group’s property, plant and equipment.

- 128 -
14. Goodwill and Intangible Assets
A. The increase / (decrease) in acquisition costs, accumulated amortization, and impairment of goodwill and intangible assets are
as follows:
(Millions of yen)
Intangible assets other than goodwill
Goodwill
and
Acquisition costs Goodwill Other
Intangible
Software Trademarks intangible Total
assets total
assets

At 1 September 2021 15,885 134,279 9,179 9,419 152,879 168,764

External purchase - 24,163 - 122 24,286 24,286

Internal development - 3,917 - - 3,917 3,917

Disposals - (823) (33) (408) (1,265) (1,265)

Effect of change in exchange rate - (737) 2,240 972 2,474 2,474

At 31 August 2022 15,885 160,798 11,387 10,106 182,291 198,176

External purchase - 28,521 - 37 28,559 28,559

Internal development - 4,967 - - 4,967 4,967

Disposals - (4,366) (0) (520) (4,886) (4,886)

Effect of change in exchange rate - 516 591 1,668 2,776 2,776

At 31 August 2023 15,885 190,437 11,978 11,291 213,707 229,592

(Millions of yen)
Intangible assets other than goodwill
Goodwill
Accumulated amortization and
Goodwill Other
and impairment Intangible
Software Trademarks intangible Total
assets total
assets

At 1 September 2021 (7,792) (79,384) (3,133) (3,422) (85,939) (93,732)

Amortization - (19,845) - (30) (19,875) (19,875)

Impairment losses - (269) - (353) (622) (622)

Disposals - 643 33 269 946 946

Effect of change in exchange rate - 1,002 (668) (511) (177) (177)

At 31 August 2022 (7,792) (97,852) (3,768) (4,048) (105,670) (113,462)

Amortization - (22,562) - (28) (22,591) (22,591)

Impairment losses - (595) - (665) (1,260) (1,260)

Disposals - 3,775 0 473 4,249 4,249

Effect of change in exchange rate - (287) (184) (662) (1,134) (1,134)

At 31 August 2023 (7,792) (117,522) (3,953) (4,931) (126,407) (134,199)


(Note) Amortization of intangible assets is included in “selling, general and administrative expenses” on the consolidated statement of
profit or loss.

- 129 -
(Millions of yen)
Intangible assets other than goodwill
Goodwill
and
Net carrying amount Goodwill Other
Intangible
Software Trademarks intangible Total
assets total
assets

At 31 August 2022 8,092 62,945 7,618 6,057 76,621 84,714

At 31 August 2023 8,092 72,915 8,025 6,360 87,300 95,393

The book value of internally generated intangible assets included in intangible assets is as follows.
(Millions of yen)
Year ended 31 August 2022 Year ended 31 August 2023
Software 3,734 7,705

B. Goodwill and intangible assets with indefinite useful lives


Goodwill and intangible assets recorded in the consolidated statement of financial position are primarily for goodwill and
trademarks related to the Theory business.

Trademarks and certain other intangible assets will continue to be used as long as the business remains viable; therefore,
management estimated the useful lives as indefinite.

The carrying amount of the goodwill and intangible assets with indefinite useful lives by CGU is as follows:
(Millions of yen)
Intangible assets with indefinite
Goodwill
useful lives
Net carrying amount
UNIQLO UNIQLO
UNIQLO Global UNIQLO Global
Internatio GU Internatio GU
Japan Brands Japan Brands
nal nal
At 31 August 2022 - - - 8,092 - - - 12,803

At 31 August 2023 - - - 8,092 - - - 13,244

- 130 -
15. Impairment Losses
The Group recognized impairment losses on certain store assets etc., due to reductions in profitability of the respective cash-
generating unit (“CGU”).

The breakdown of impairment losses by asset type is as follows:


(Millions of yen)
Year ended Year ended
31 August 2022 31 August 2023

Buildings and structures 4,461 537

Machinery and equipment 434 77

Furniture, fixtures and vehicles 1,387 214

Construction in progress 718 -

Subtotal on property, plant and equipment 7,002 829

Software 269 595

Other intangible assets 353 665

Subtotal on intangible assets 622 1,260

Right-of-use assets 15,522 1,868

Other non-current assets (long-term prepayments) 2 -

Total impairment losses 23,150 3,958


The Group’s impairment losses during the year ended 31 August 2023 amounted to 3,958 million yen, compared with 23,150
million yen during the year ended 31 August 2022, and are included in “Other expenses” on the consolidated statement of profit or
loss.

Year ended 31 August 2022


Property, plant and equipment and Right-of-use assets
Impairment losses amounting to 23,150 million yen, 21,842 million yen represented write downs of the carrying amounts of
store assets to the recoverable amounts, primarily due to a reduction in profitability of certain stores, including flagship stores.
We made accounting estimates involving the assumption that the impact of the global spread of COVID-19 will continue to
recover for most countries and regions, including Japan. For other countries and regions, the impact may continue for mid to
long term.
The grouping of assets is based on the smallest identifiable CGU that independently generates cash inflow. In principle, each
store, including flagship stores, is considered as an individual CGU and recoverable amounts thereon are calculated based on
value in use.
The value in use is calculated based on the cash flow projections with estimates and growth rates approved by management,
applying a discount rate of 16.5 %. Theoretically, the projected cash flows cover a five-year period, and do not use a growth
rate that exceeds the long-term average market growth rate. The pre-tax discount rate calculation is based on the weighted-
average cost of capital.

- 131 -
The main CGUs for which impairment losses were recorded are as follows:
Operating segment CGU Type
Buildings, structures and Right-of-use
UNIQLO Japan UNIQLO CO., LTD. stores
assets
FAST RETAILING (CHINA)
Buildings, structures and Right-of-use
UNIQLO International TRADING CO., LTD., LLC UNIQLO
assets
(RUS), UNIQLO USA LLC, etc., stores
Buildings, structures and Right-of-use
GU G.U. CO., LTD., etc., stores
assets
COMPTOIR DES COTONNIERS S.A.S., Buildings, structures and Right-of-use
Global Brands
etc., stores assets
(Note) The total of property, plants and equipment and right-of-use assets associated with domestic UNIQLO stores, overseas
UNIQLO stores, and GU stores for the fiscal year ended August 2022 are 114,710 million yen, 245,459 million yen, and 29,116
million yen, respectively.

Year ended 31 August 2023


Property, plant and equipment and Right-of-use assets
Of the impairment losses amounting to 3,958 million yen, 2,698 million yen represented write downs of the carrying amounts
of store assets to the recoverable amounts, primarily due to a reduction in profitability of certain stores, including flagship
stores.
The grouping of assets is based on the smallest identifiable CGU that independently generates cash inflow. In principle, each
store, including flagship stores. is considered as an individual CGU and recoverable amounts thereon are calculated based on
value in use.
The value in use is calculated based on the cash flow projections with estimates and growth rates approved by management,
applying a discount rate of 13.4 % (weighted-average rate). Theoretically, the projected cash flows cover a five-year period at
most, and do not use a growth rate that exceeds the long-term average market growth rate. The pre-tax discount rate
calculation is based on the weighted-average cost of capital.
The main CGUs for which impairment losses were recorded are as follows:
Operating segment CGU Type
FAST RETAILING (CHINA) Buildings, structures and Right-of-use
UNIQLO international;
TRADING CO., LTD., etc., stores assets
Buildings, structures and Right-of-use
GU GU (Shanghai) Trading Co.,Ltd. etc., stores
assets
PLST CO., LTD., PRINCESSE TAM TAM
Buildings, structures and Right-of-use
Global Brands S.A.S., COMPTOIR DES COTONNIERS
assets
S.A.S., etc., stores
(Note) The total of property, plants and equipment and right-of-use assets associated with UNIQLO Japan stores, UNIQLO
international stores, and GU stores for the fiscal year ended August 2023 are 96,179 million yen, 244,092 million yen, and 33,870
million yen, respectively.

- 132 -
16. Investments in Associates Accounted for Using the Equity Method
A. Information on associates accounted for using the equity method
Information on associates accounted for using the equity method is as follows:
(Millions of yen)
Year ended Year ended
31 August 2022 31 August 2023

Share of profit and loss of associates accounted for using the equity method 1,059 1,139
Share of other comprehensive income / (loss) of investments in associates
116 172
accounted for using the equity method
Share of comprehensive income / (loss) of investments in associates
1,176 1,312
accounted for using the equity method
Carrying amount of investments in associates 18,557 18,974

B. Determination regarding significant influence and financial information on important associates


In June 2016, the Company invested in a domestic real estate investment trust aiming to own a distribution facility. The
Company has significant influence over the financial and operating policy.

The Company’s maximum exposure to losses due to its investments in the associates is limited to the amount of the investments
by the Company and is included in the consolidated statement of financial position as “Investments in associates,” which
amounted to 17,268 million yen as at 31 August 2022 and 17,127 million yen as at 31 August 2023, respectively. The Group’s
share of profit and comprehensive income of the associates was 873 million yen during the year ended 31 August 2022 and 727
million yen during the year ended 31 August 2023, which was included in the consolidated statement of profit or loss and
consolidated statement of comprehensive income, respectively.

Total assets of the associates amounted to 89,582 million yen as at 31 August 2022 and 87,830 million yen as at 31 August 2023
respectively, which mainly comprised non-current assets such as warehouse, etc. The Company invested in the associates at the
time of incorporation and no goodwill is recognized.

The Company received dividends from the associates amounting to 855 million yen during the year ended 31 August 2022 and
868 million yen during the year ended 31 August 2023, respectively.

The Group has entered into lease contracts with one of the associates relating to warehouse rental, etc.

- 133 -
17. Leases
(1) Lessee
As a lessee, the Group mainly leases real estate for store use (land, buildings and structures).
A. Lease liabilities
(Millions of yen)
Year ended 31 August 2022 Year ended 31 August 2023
Present value of Present value of
Remaining lease Remaining lease
remaining lease remaining lease
payments payments
payments payments
Lease liabilities

Due within one year 127,767 123,885 130,813 126,992

Due after one year through two years 89,926 85,652 90,951 88,275

Due after two years through three years 66,990 63,982 63,717 61,653

Due after three years through four years 49,004 46,752 42,765 40,948

Due after four years through five years 34,410 32,519 35,908 33,947

Due after five years 132,714 127,932 120,995 113,833

Total 500,814 480,725 485,152 465,650

Interest expenses on lease liabilities


(Millions of yen)
Year ended 31 August 2022 Year ended 31 August 2023

Interest expenses on lease liabilities 4,757 5,187

Cash outflow for leases


Cash outflow for leases is as follows:
(Millions of yen)
Year ended 31 August 2022 Year ended 31 August 2023

Total Cash outflow for leases 219,052 254,914

- 134 -
B. Right-of-use assets
A breakdown of right-of-use assets is as follows:
(Millions of yen)
Machinery and Furniture, fixtures and
Real estates Total
equipment vehicles
At 1 September 2021 338,553 29,774 22,209 390,537

Additions due to new lease


contracts, reassessment of 116,923 403 520 117,846
lease liabilities, etc.
Depreciation (112,900) (4,806) (8,121) (125,827)

Impairment losses (15,399) (64) (59) (15,522)

Expiration, cancellation, etc. (1,897) - (1,032) (2,930)

Others 30,431 14 1,085 31,531

At 31 August 2022 355,711 25,321 14,601 395,634

Additions due to new lease


contracts, reassessment of 107,847 - 3,674 111,521
lease liabilities, etc.
Depreciation (115,171) (4,642) (5,976) (125,790)

Impairment losses (1,833) - (35) (1,868)

Expiration, cancellation, etc. (977) - (9) (987)

Others 10,328 (33) 378 10,673

At 31 August 2023 355,905 20,645 12,632 389,183

C. Expenses relating to Leases


A breakdown of expenses relating to Leases is as follows:
(Millions of yen)

Year ended 31 August 2022 Year ended 31 August 2023

Expenses relating to variable lease payments not


61,453 84,689
included in the measurement of lease liability
Expenses relating to short-term leases (excluding
expenses relating to leases with lease term of no 15,418 20,338
more than one month)
Expenses relating to leases of low value assets
90 190
(excluding expenses relating to short-term leases)
(Note) Variable lease payments are linked to sales performance which mainly relate to store opening contracts.

D. Others
The future cash outflows to which the lessee is potentially exposed that are not yet commenced to which the lessee is committed
during the year ended 31 August 2023 amounted to 10,239 million yen, compared with 6,353 million yen during the year ended 31
August 2022.

The Group's leased properties are granted a termination option for the purposes of flexible decision-making regarding store closures.
This is mainly in relation to store lease agreements, most of which have the option of early termination provided that written notice
is given to the other party six months in advance. In light of the possibility for the termination option to be exercised, the lease term
is determined by setting a non-cancellable lease term as a minimum and taking a target period for return on investment for each
segment into consideration. We continually review this assessment, should any event arise that would impact this assessment, as
well as any occurrence or situation that would cause significant changes.
- 135 -
(2) Lessor
The Group subleases some real estate as part of promoting its store-opening strategy. The Group receives security deposits from lessee
to collateralize risks such as non-restitution of defaults on lease payments liabilities and non-implementation of asset retirement
obligation.

A. Finance leases
The Group leases closed roadside stores or some spaces housed within commercial facilities as a lender through financing leases.

(i)Analysis of changes of lease receivables


An analysis of changes in lease receivables in relation to finance leases is as follows;
(Millions of yen)

Year ended 31 August 2022 Year ended 31 August 2023

Carrying amounts at the beginning


3,897 4,046
of period

Increases due to finance lease contracts 2,362 4,569

Decreases due to repayments (1,389) (1,174)

Others (823) 94

Carrying amounts at the end


4,046 7,536
of period

(ii) Maturity analysis of the lease payments receivables to be reconciled to the net investment in the lease
A maturity analysis of lease payments in relation to finance leases is as follows;
(Millions of yen)

Year ended 31 August 2022 Year ended 31 August 2023

Undiscounted lease payments to be


received

Due within one year 863 1,275

Due after one year through two years 815 1,157

Due after two years through three years 660 1,050

Due after three years through four years 544 672

Due after four years through five years 407 652

Due after five years 814 2,853

Total 4,106 7,662

Unearned finance income 59 125

Net investment in the lease 4,046 7,536

- 136 -
(iii) Amount pertaining to lease receivables recognized in the Consolidated statement of profit or loss
(Millions of yen)
Year ended 31 August 2022 Year ended 31 August 2023

Finance income from net investment in the


22 40
lease

B. Operating leases
The Group subleases property to its tenants under operating leases for each commercial establishment it operates.
(i) Lease income
A breakdown of income on operating leases is as follows;
(Millions of yen)

Year ended 31 August 2022 Year ended 31 August 2023

Income on variable lease payments 96 49

Income on fixed lease payments 1,281 961

(ii) Maturity analysis of lease payments to be received


A maturity analysis of lease payments to be received in relation to operating leases is as follows;
(Millions of yen)

Year ended 31 August 2022 Year ended 31 August 2023

Undiscounted lease payments to be


received
Due within one year 635 935

Due after one year through two years 519 808

Due after two years through three years 383 738

Due after three years through four years 309 640

Due after four years through five years 205 555

Due after five years 120 2,296

Total 2,174 5,975

- 137 -
18. Deferred Taxes and Income Taxes
A. Deferred taxes
The main factors in the increase / (decrease) of deferred tax assets and deferred tax liabilities are as follows:

(Millions of yen)
Recognized
As at Recognized Recognized
in other As at
1 September in profit or loss directly in
comprehensive 31 August 2022
2021 (Note) equity
income

Temporary differences

Accrued business tax 2,265 285 - - 2,551

Accrued for bonuses 4,627 440 - - 5,068

Allowance for doubtful accounts 11 (4) - - 6


Impairment losses on
6,570 (4,455) - - 2,115
non-current assets
Unrealized gains / (losses)
(64) - 49 - (15)
on available-for-sale securities
Depreciation 9,152 42 - - 9,195
Net gains / (losses) on
(13,697) - (86,522) 27,243 (72,976)
revaluation of cash flow hedges
Temporary differences on shares
(1,893) - - - (1,893)
of subsidiaries
Right-of-use assets / Lease
12,326 (3,875) - - 8,450
liabilities
Others 4,851 1,930 - - 6,781

Subtotal 24,149 (5,635) (86,472) 27,243 (40,714)

Tax losses carried forward 3,115 1,847 - - 4,962

Net deferred tax assets / (liabilities) 27,265 (3,788) (86,472) 27,243 (35,751)
(Note) The difference between the total amount recognized in profit or loss and the amount of deferred tax is due to effect of change in
exchange rate.

- 138 -
(Millions of yen)
Recognized
As at Recognized Recognized
in other As at
1 September in profit or loss directly in
comprehensive 31 August 2023
2022 (Note) equity
income

Temporary differences

Accrued business tax 2,551 34 - - 2,585

Accrued for bonuses 5,068 1,414 - - 6,483

Allowance for doubtful accounts 6 90 - - 97


Impairment losses on
2,115 5,984 - - 8,100
non-current assets
Unrealized gains / (losses)
(15) - 2 - (12)
on available-for-sale securities
Depreciation 9,195 801 - - 9,996
Net gains / (losses) on
(72,976) - (38,891) 41,759 (70,107)
revaluation of cash flow hedges
Temporary differences on shares
(1,893) - - - (1,893)
of subsidiaries
Right-of-use assets / Lease
8,450 7,372 - - 15,823
liabilities
Undistributed earnings of foreign
(16,202) (22,477) - - (38,680)
subsidiaries
Others 22,984 (2,610) - - 20,373

Subtotal (40,714) (9,389) (38,889) 41,759 (47,233)

Tax losses carried forward 4,962 13,439 - - 18,402

Net deferred tax assets / (liabilities) (35,751) 4,050 (38,889) 41,759 (28,830)
(Note) The difference between the total amount recognized in profit or loss and the amount of deferred tax is due to effect of change in
exchange rate.
From the year ended 31 August 2023, Undistributed earnings of foreign subsidiaries is presented separately, which was
included in Others in the previous fiscal year.

In the current consolidated fiscal year, 26,275 million yen of deferred tax assets for the US business that were not previously
recognized are recognized to the extent that the recoverability of deferred tax assets in future taxable income has increased due
to improvements in the economic environment.
In addition, in the current consolidated fiscal year, it was resolved that the dividend policy of its overseas subsidiaries would be
changed in order to make more effective use of the Group's internal funds. As a result of the revised possibility that the reversal
of taxable temporary differences associated with investments in subsidiaries may not be occurred within the foreseeable period,
22,388 million yen was added to deferred tax liabilities.

Tax effects of unrecognized tax losses carried forward and deductible temporary differences for which deferred tax assets were
not recognized is as follows:
(Millions of yen)
As at As at
31 August 2022 31 August 2023

Unrecognized tax losses carried forward 43,636 23,525

Deductible temporary differences 21,705 25,387

Total 65,342 48,913

- 139 -
Tax effects of unrecognized tax losses carried forward of which no deferred tax asset is recognized in the consolidated
statement of financial position, if unutilized, will expire as follows:
(Millions of yen)
As at As at
31 August 2022 31 August 2023

First year 229 283

Second year 283 955

Third year 958 1,138

Fourth year 1,167 949

Fifth year and thereafter 40,999 20,198

Total 43,636 23,525


Differed tax assets may be affected by uncertain future economic conditions and other factors, and if the forecast of future
taxable incomes is revised, the total amount of deferred tax assets may be significantly affected in the consolidated financial
statement for the next consolidated fiscal year.

Temporary differences on shares of subsidiaries for which deferred tax liabilities were not recognized

The aggregate amounts of taxable temporary differences associated with undistributed retained earnings of subsidiaries for
which deferred tax liabilities have not been recognized as at 31 August 2022 and 31 August 2023 were 595,819 million yen and
407,747 million yen, respectively.

Deferred tax liabilities are not recognized as the Group is able to control the timing of the reversal of the temporary difference
and it is probable that they will not reverse it in the foreseeable future.

- 140 -
B. Income taxes
(Millions of yen)
Year ended Year ended
31 August 2022 31 August 2023

Current tax expense 126,502 125,389

Deferred tax expense 2,331 (2,643)

Total 128,834 122,746


Of the benefits arising from tax losses or temporary differences in prior periods that were previously unrecognized, the amount used to
reduce current tax expense was 5,892 million yen in the previous consolidated fiscal year, and 12,116 million yen in the current
consolidated fiscal year, which are included in current tax expense.
Additionally, the amount used to reduce deferred tax expense was 1,784 million yen in the previous consolidated fiscal year, and
28,372 million yen in the current consolidated fiscal year, which are included in deferred tax expense.

Reconciliations between the statutory income tax rates and the effective tax rates are as follows. The effective tax rate shown is
the corporate income tax rate applied to the Group’s profit before income taxes.
Year ended Year ended
31 August 2022 31 August 2023

Statutory income tax rate 30.6% 30.6%

Unrecognized deferred tax assets 2.7% (3.8)%

Difference in statutory income tax rates of subsidiaries (3.7)% (5.0)%

Undistributed earnings of foreign subsidiaries 0.7% 5.1%

Foreign withholding tax 1.7% 2.1%

Others (0.8)% (1.0)%

Effective tax rate 31.2% 28.0%

- 141 -
19. Trade and Other Payables
The breakdown of trade and other payables as at each year end is as follows:
(Millions of yen)
As at As at
31 August 2022 31 August 2023

Trade payables 299,917 281,558

Notes payables 15 27

Other payables 50,360 57,315

Total 350,294 338,901

20. Provisions
The breakdown of provisions as at each year end is as follows:
(Millions of yen)
As at As at
31 August 2022 31 August 2023

Asset retirement obligations 50,362 53,530

Total 50,362 53,530

Current liabilities 2,581 2,642

Non-current liabilities 47,780 50,888

The primarily factors for the increase / (decrease) in provision are as follows:
(Millions of yen)
Asset retirement
obligations
Balances as at 31 August 2022 50,362

Additional provisions 5,501

Amounts utilized (3,735)

Increase in discounted amounts arising from passage of time 352

Others 1,049

Balances as at 31 August 2023 53,530

Please refer to “3. Significant Accounting Policies K. Provisions” for an explanation of respective provisions.
The estimates of provisions may be affected by uncertain future operating conditions and changes in the external environment,
and if expenses related to lease contracts of offices or stores are revised, it may be significantly affected in the consolidated
financial statements for the coming consolidated fiscal year.

- 142 -
21. Equity and Other Equity Items
A. Share Capital
Number of Number of
Number of
authorized outstanding
issued shares
shares shares Capital stock Capital surplus
(Common stock
(Common stock (Common stock (Millions of (Millions of
with no par-
with no par- with no par- yen) yen)
value)
value) value)
(Shares)
(Shares) (Shares)
Balances as at 1 September
300,000,000 106,073,656 102,144,671 10,273 25,360
2021
Increase / (decrease) (Note) - - 45,012 - 2,473
Balances as at 31 August
300,000,000 106,073,656 102,189,683 10,273 27,834
2022
Increase / (decrease) (Note) 600,000,000 212,147,312 204,478,585 - 696
Balances as at 31 August
900,000,000 318,220,968 306,668,268 10,273 28,531
2023
(Notes) 1. The primarily factors for the increase / (decrease) in number of outstanding shares in circulation were the increase /
(decrease) in the number of treasury stock as indicated below and stock split in (Notes) 2.
2. The increase in total number of authorized shares and issued shares are due to our common stock being split on a 3-to-1
basis on 1 March 2023 based on a resolution at the Board of Directors meeting held on 15 December 2022.

B. Treasury Stock and Capital Surplus


(1) Treasury Stock
Number of shares Amount
(Shares) (Millions of yen)

Balances as at 1 September 2021 3,928,985 14,973

Acquisition of treasury stock less than one unit 169 12

Exercise of stock options (45,181) (172)

Balances as at 31 August 2022 3,883,973 14,813

Acquisition of treasury stock less than one unit (Note) 974 27

Exercise of stock options (Note) (51,557) (127)

Stock split 7,719,310 -

Balances as at 31 August 2023 11,552,700 14,714


(Note) Our common stock has been split on a 3-to-1 basis, effective from 1 March 2023. The 974 shares of acquisition of treasury
stock less than one unit during the current fiscal year consist of 35 shares before the stock split and 939 shares after the stock split. The
51,557 shares of exercise of stock options during the current fiscal year consist of 24,353 shares before the stock split and 27,204
shares after the stock split.

(2) Capital surplus


(Millions of yen)
Gain / (loss) on
Capital reserve disposal Stock options Others Total
of treasury stock

Balances as at 1 September
4,578 9,816 7,405 3,559 25,360
2021
Disposal of treasury stock - 2,089 - - 2,089
Increase / (decrease) by
- - 384 - 384
share-based payment

- 143 -
transactions

Balances as at 31 August
4,578 11,906 7,789 3,559 27,834
2022
Disposal of treasury stock - 1,650 - - 1,650
Increase / (decrease) by
share-based payment - - (953) - (953)
transactions
Balances as at 31 August
4,578 13,556 6,836 3,559 28,531
2023
Please refer to “29. Share-based Payments” for details of share-based payment transactions (stock options).

- 144 -
C. Other components of equity
The breakdown of other comprehensive income included in non-controlling interests is as follows:
(Millions of yen)
Year ended Year ended
31 August 2022 31 August 2023

Exchange differences on translation of foreign operations 7,386 2,142

Cash flow hedges 2,612 (769)

Other comprehensive income 9,999 1,373

D. Dividends
The Company’s basic policy is to pay dividends twice a year, an interim dividend and a year-end dividend. These dividends are
decided by resolution of the Board, unless otherwise stipulated by laws and regulations.

The total amount of dividends paid was as follows:

Year ended 31 August 2022


Total dividends Dividends per share
Resolution
(Millions of yen) (Yen)

Meeting of the Board on 2 November 2021 24,514 240

Meeting of the Board on 14 April 2022 28,608 280

Year ended 31 August 2023


Total dividends Dividends per share
Resolution
(Millions of yen) (Yen)

Meeting of the Board on 1 November 2022 34,744 340

Meeting of the Board on 13 April 2023 38,330 375


Our common stock was split on a 3-to-1 basis, effective 1 March 2023. However, the dividend per share is listed as it was prior to the
stock split because the dividends that were resolved by the Board of Directors on 13 April 2023 were paid on 28 February 2023 (as
the record date).

Dividend effective after fiscal 2023 is as follow:


Amount of
Dividends per share
Resolutions dividends
(Yen)
(Millions of yen)
Board of Directors’ meeting held on 6 November 2023 50,600 165

Regarding the proposed dividends per common stock, the Board has approved the proposal subsequent to the year-end date, and
it is not recognized as a liability at year end.

- 145 -
22. Revenue
A. The breakdown of revenue for each year is as follows:
The Group conducts its global retail operations through both physical stores and e-commerce channels. The following is a
breakdown of total revenue by major regional market operation.
From the current consolidated fiscal year, the revenue from UNIQLO North America and Europe regions are disclosed
separately.
The figures for the previous consolidated fiscal year are also disclosed based on the new classification.

Year ended 31 August 2022


Revenue Percent of Total
(Millions of yen) (%)

Japan 810,261 35.2

Greater China 538,564 23.4

South Korea, Southeast Asia, India & Australia 307,981 13.4

North America 114,100 5.0

Europe 158,116 6.9

UNIQLO (Note 1) 1,929,024 83.8

GU (Note 2) 246,055 10.7

Global Brands (Note 3) 123,162 5.4

Others (Note 4) 2,880 0.1

Total 2,301,122 100.0


(Note 1) Revenue is classified by nation or region based on customer location.
The designated countries and regions are classified as follows:
Greater China: Mainland China, Hong Kong, Taiwan
South Korea, Southeast Asia, India & Australia: South Korea, Singapore, Malaysia, Thailand, the Philippines,
Indonesia, Australia, Vietnam, India
North America United States of America, Canada
Europe: United Kingdom, France, Russia, Germany, Belgium, Spain, Sweden,
the Netherlands, Denmark, Italy
(Note 2) Main national and regional market: Japan
(Note 3) Main national and regional markets: North America, Europe, Japan
(Note 4) The “Others” category includes real estate leasing operations.

- 146 -
Year ended 31 August 2023
Revenue Percent of Total
(Millions of yen) (%)

Japan 890,427 32.2

Greater China 620,232 22.4

South Korea, Southeast Asia, India & Australia 449,852 16.3

North America 163,996 5.9

Europe 203,065 7.3

UNIQLO (Note 1) 2,327,575 84.1

GU (Note 2) 295,206 10.7

Global Brands (Note 3) 141,685 5.1

Others (Note 4) 2,090 0.1

Total 2,766,557 100.0


(Note 1) Revenue is classified by nation or region based on customer location.
The designated countries and regions are classified as follows:
Greater China: Mainland China, Hong Kong, Taiwan
South Korea, Southeast Asia, India & Australia: South Korea, Singapore, Malaysia, Thailand, the Philippines,
Indonesia, Australia, Vietnam, India
North America United States of America, Canada
Europe: United Kingdom, France, Russia, Germany, Belgium, Spain, Sweden,
the Netherlands, Denmark, Italy, Poland
(Note 2) Main national and regional market: Japan
(Note 3) Main national and regional markets: North America, Europe, Japan
(Note 4) The “Others” category includes real estate leasing operations.

B. Liabilities arising from contracts with customers are as stated below.


(Millions of yen)

Year ended Year ended


31 August 2022 31 August 2023

Contractual liabilities

Advances received from customers 2,152 2,356

Refund liabilities 1,882 2,236


Consideration for anticipated refunds to customers is reasonably estimated and recognized as a refund liability.

In the consolidated statement of financial position, liabilities pertaining to advances received and refunds from customers are
included in “Other current liabilities.”

C. Transaction prices allocated to existing performance obligations


In the Group, there are no significant transactions for which the individual forecast contract period exceeds one year.
Therefore, the practical short-cut method is used, and information related to remaining performance obligations is omitted.
Furthermore, in the consideration arising from contracts with customers, there are no significant monetary amounts that are not
included in the transaction price.

D. Assets recognized from costs for acquiring or performing contracts with customers
In the Group, there are no assets recognized from costs for acquiring or performing contracts with customers.

- 147 -
23. Selling, General and Administrative Expenses
The breakdown of selling, general and administrative expenses for each year is as follows:
(Millions of yen)
Year ended Year ended
31 August 2022 31 August 2023

Selling, general and administrative expenses

Advertising and promotion 79,267 92,312

Lease expenses 78,347 103,123

Depreciation and amortization 180,275 186,872

Outsourcing 55,420 62,320

Salaries 318,618 383,977

Distribution 93,122 106,897

Others 95,102 118,862

Total 900,154 1,054,368

24. Other Income and Other Expenses


The breakdown of other income and other expenses for each year are as follows:
(Millions of yen)
Year ended Year ended
31 August 2022 31 August 2023

Other income

Foreign exchange gains (Note) 4,727 530

Others 12,223 11,667

Total 16,951 12,197

(Millions of yen)
Year ended Year ended
31 August 2022 31 August 2023

Other expenses

Loss on retirement of property, plant and equipment 1,136 917

Impairment losses 23,150 3,958

Others 3,104 9,362

Total 27,391 14,238


(Note) Currency adjustments incurred in the course of operating transactions are included in “Other income”.

- 148 -
25. Finance Income and Finance Costs
The breakdown of finance income and finance costs for each year are as follows:
(Millions of yen)
Year ended Year ended
31 August 2022 31 August 2023

Finance income

Foreign exchange gains (Note) 114,324 25,385

Interest income 9,469 41,321

Others 26 9

Total 123,820 66,716

(Millions of yen)
Year ended Year ended
31 August 2022 31 August 2023

Finance costs

Interest expenses 7,560 9,791

Others - 96

Total 7,560 9,888


(Note) Currency adjustments incurred in the course of non-operating transactions are included in “Finance income”.

- 149 -
26. Other Comprehensive Income
The breakdown of amounts recorded during the year, reclassification adjustments, and income tax effect generated by individual
comprehensive income items included in “Other comprehensive income” for each year are as follows:

Year ended 31 August 2022


(Millions of yen)
Amount
Reclassification Amount before Amount after
recorded Income taxes
adjustment income taxes income taxes
during the year
Items that will not be
reclassified subsequently
to profit or loss
Financial assets measured
at fair value through
(90) - (90) 49 (41)
other comprehensive
income / (loss)
Total (90) - (90) 49 (41)

Items that may be


reclassified subsequently
to profit or loss
Exchange differences on
translation of foreign 98,118 - 98,118 - 98,118
operations
Cash flow hedges 279,815 10 279,825 (86,522) 193,303

Share of other
comprehensive income 116 - 116 - 116
of associates
Total 378,050 10 378,060 (86,522) 291,538

Total comprehensive income


377,959 10 377,969 (86,472) 291,497
for the year
(Note) The cash flow hedge reclassification adjustment of 10 million yen is the amount transferred to profit or loss after hedge
accounting was suspended, as a forecast transaction eligible for hedge accounting was no longer expected to occur.

- 150 -
Year ended 31 August 2023
(Millions of yen)
Amount
Reclassification Amount before Amount after
recorded Income taxes
adjustment income taxes income taxes
during the year
Items that will not be
reclassified subsequently
to profit or loss
Financial assets measured
at fair value through
(14) - (14) 2 (11)
other comprehensive
income / (loss)
Total (14) - (14) 2 (11)

Items that may be


reclassified subsequently
to profit or loss
Exchange differences on
translation of foreign 47,587 - 47,587 - 47,587
operations
Cash flow hedges 119,925 (37) 119,888 (38,891) 80,997

Share of other
comprehensive income 172 - 172 - 172
of associates
Total 167,685 (37) 167,648 (38,891) 128,756

Total comprehensive income


167,671 (37) 167,634 (38,889) 128,745
for the year
(Note) The cash flow hedge reclassification adjustment of (37) million yen is the amount transferred to profit or loss after hedge
accounting was suspended as a forecast transaction eligible for hedge accounting was no longer expected to occur.

- 151 -
27. Earnings per Share
Year ended 31 August 2022 Year ended 31 August 2023

Equity per share attributable to owners Equity per share attributable to owners
5,093.97 5,939.33
of the Parent (Yen) of the Parent (Yen)
Basic earnings per share for the year (Yen) 891.77 Basic earnings per share for the year (Yen) 966.09

Diluted earnings per share for the year (Yen) 890.43 Diluted earnings per share for the year (Yen) 964.48

(Note) 1. The basis for calculation of basic earnings per share and diluted earnings per share for the year is as follows:
Year ended Year ended
31 August 2022 31 August 2023

Basic earnings per share for the year

Profit for the year attributable to owners of the Parent (Millions of yen) 273,335 296,229

Profit not attributable to common shareholders (Millions of yen) - -

Profit attributable to common shareholders (Millions of yen) 273,335 296,229

Average number of common stock during the year (Shares) 306,510,285 306,628,124

Diluted earnings per share for the year

Adjustment to profit (Millions of yen) - -

Increase in number of common stock (Shares) 459,339 510,746

(share subscription rights) (459,339) (510,746)


2. Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. Equity per share attributable to owners of the
Parent, basic earnings per share for the year and diluted earnings per share for the year have been calculated assuming this
stock split was conducted at the beginning of the previous fiscal year.

- 152 -
28. Cash Flow Information
A. Liabilities of financing activities
Liabilities of financing activities are as follows:

Year ended 31 August 2022


(Millions of yen)
Variation without cash flow
Balances as at Balances as at
Variation with Foreign
1 September 31 August
cash flow currency New lease
2021 Others 2022
translation contracts
reserve
Short-term borrowings 13,163 (12,150) 750 - - 1,764

Corporate bonds 369,471 - - - 118 369,589

Lease liabilities 460,658 (136,889) 41,952 119,158 (4,154) 480,725

Total 843,292 (149,039) 42,703 119,158 (4,035) 852,079

Year ended 31 August 2023


(Millions of yen)
Variation without cash flow
Balances as at Balances as at
Variation with Foreign
1 September 31 August
cash flow currency New lease
2022 Others 2023
translation contracts
reserve
Short-term borrowings 1,764 (803) 159 - - 1,119

Corporate bonds 369,589 (130,000) - - 96 239,686

Lease liabilities 480,725 (140,646) 10,284 112,168 3,117 465,650

Total 852,079 (271,450) 10,443 112,168 3,214 706,456

B. Important non-cash transactions


Year ended 31 August 2022
The amount of increase or decrease in right-of-use assets is listed in "17. Leases."

Year ended 31 August 2023


The amount of increase or decrease in right-of-use assets is listed in "17. Leases."

- 153 -
C. Information on corporate bonds as at 31 August 2022 and 2023 is as follows:
(Millions of yen)
As at As at
Date of Interest Date of
Company name Name of bonds 31 August 31 August
issuance rate (%) maturity
2022 2023

3rd non- 18 16
FAST RETAILING CO.,
collateralized December 49,995 - 0.491 December
LTD.
corporate bonds 2015 2022
4th non- 18 18
FAST RETAILING CO.,
collateralized December 69,935 69,955 0.749 December
LTD.
corporate bonds 2015 2025
5th non-
FAST RETAILING CO., 6 June 6 June
collateralized 79,975 - 0.110
LTD. 2018 2023
corporate bonds
6th non-
FAST RETAILING CO., 6 June 6 June
collateralized 29,967 29,979 0.220
LTD. 2018 2025
corporate bonds
7th non-
FAST RETAILING CO., 6 June 6 June
collateralized 99,841 99,869 0.405
LTD. 2018 2028
corporate bonds
8th non-
FAST RETAILING CO., 6 June 4 June
collateralized 39,875 39,883 0.880
LTD. 2018 2038
corporate bonds
Total - - 369,589 239,686 - -

- 154 -
29. Share-based Payments
The Group has a program for issuing share subscription rights as share-based compensation stock options for employees of the
Company and its subsidiaries as a means of recognizing their contribution to the Group’s profit. By linking the Company’s stock
price to the benefits received by personnel, this program aims to boost staff morale and motivation, improve Group performance,
and enhance shareholder value by strengthening business development with a focus on shareholder return.

A. Details, scale, and changes in stock options


(1) Description of stock options
3rd share subscription rights 3rd share subscription rights
A type B type

Employees of the Employees of the


18 136
Company: Company:
Category and number of grantees
Employees of Group Employees of Group
8 615
subsidiaries: subsidiaries:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 32,379 shares maximum 119,019 shares
Grant date 13 November 2012 13 November 2012
To serve continuously until the To serve continuously until the
vesting date (12 November 2015) vesting date (12 December 2012)
Vesting conditions
after the grant date (13 November after the grant date (13 November
2012) 2012)
From 13 November 2012 to From 13 November 2012 to
Eligible service period
12 November 2015 12 December 2012
From 13 November 2015 to From 13 December 2012 to
Exercise period
12 November 2022 12 November 2022
Settlement Equity settlement Equity settlement

4th share subscription rights 4th share subscription rights


A type B type

Employees of the Employees of the


19 180
Company: Company:
Category and number of grantees
Employees of Group Employees of Group
11 706
subsidiaries: subsidiaries:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 22,692 shares maximum 89,409 shares
Grant date 3 December 2013 3 December 2013
To serve continuously until the
To serve continuously until the
vesting date (2 December 2016)
Vesting conditions vesting date (2 January 2014) after
after the grant date (3 December
the grant date (3 December 2013)
2013)
From 3 December 2013 to From 3 December 2013 to
Eligible service period
2 December 2016 2 January 2014
From 3 December 2016 to From 3 January 2014 to
Exercise period
2 December 2023 2 December 2023
Settlement Equity settlement Equity settlement

- 155 -
5th share subscription rights 5th share subscription rights
A type B type

Employees of the Employees of the


36 223
Company: Company:
Category and number of grantees
Employees of Group Employees of Group
16 785
subsidiaries: subsidiaries:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 65,196 shares maximum 99,186 shares
Grant date 14 November 2014 14 November 2014
To serve continuously until the To serve continuously until the
vesting date (13 November 2017) vesting date (13 December 2014)
Vesting conditions
after the grant date (14 November after the grant date (14 November
2014) 2014)
From 14 November 2014 to From 14 November 2014 to
Eligible service period
13 November 2017 13 December 2014
From 14 November 2017 to From 14 December 2014 to
Exercise period
13 November 2024 13 November 2024
Settlement Equity settlement Equity settlement

6th share subscription rights 6th share subscription rights


A type B type

Employees of the Employees of the


15 274
Company: Company:
Category and number of grantees
Employees of Group Employees of Group
19 921
subsidiaries: subsidiaries:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 8,541 shares maximum 76,167 shares
Grant date 13 November 2015 13 November 2015
To serve continuously until the To serve continuously until the
vesting date (12 November 2018) vesting date (12 December 2015)
Vesting conditions
after the grant date (13 November after the grant date (13 November
2015) 2015)
From 13 November 2015 to From 13 November 2015 to
Eligible service period
12 November 2018 12 December 2015
From 13 November 2018 to From 13 December 2015 to
Exercise period
12 November 2025 12 November 2025
Settlement Equity settlement Equity settlement

- 156 -
7th share subscription rights 7th share subscription rights
A type B type

Employees of the Employees of the


16 339
Company: Company:
Category and number of grantees
Employees of Group Employees of Group
23 1,096
subsidiaries: subsidiaries:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 8,463 shares maximum 95,178 shares
Grant date 11 November 2016 11 November 2016
To serve continuously until the To serve continuously until the
vesting date (10 November 2019) vesting date (10 December 2016)
Vesting conditions
after the grant date (11 November after the grant date (11 November
2016) 2016)
From 11 November 2016 to From 11 November 2016 to
Eligible service period
10 November 2019 10 December 2016
From 11 November 2019 to From 11 December 2016 to
Exercise period
10 November 2026 10 November 2026
Settlement Equity settlement Equity settlement

8th share subscription rights 8th share subscription rights


A type B type

Employees of the Employees of the


19 395
Company: Company:
Category and number of grantees
Employees of Group Employees of Group
27 1,152
subsidiaries: subsidiaries:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 16,362 shares maximum 144,534 shares
Grant date 10 November 2017 10 November 2017
To serve continuously until the To serve continuously until the
vesting date (9 November 2020) vesting date (9 December 2017)
Vesting conditions
after the grant date (10 November after the grant date (10 November
2017) 2017)
From 10 November 2017 to From 10 November 2017 to
Eligible service period
9 November 2020 9 December 2017
From 10 November 2020 to From 10 December 2017 to
Exercise period
9 November 2027 9 November 2027
Settlement Equity settlement Equity settlement

- 157 -
9th share subscription rights 9th share subscription rights
A type B type

Employees of the Employees of the


17 419
Company: Company:
Category and number of grantees
Employees of Group Employees of Group
32 1,267
subsidiaries: subsidiaries:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 12,171 shares maximum 108,825 shares
Grant date 9 November 2018 9 November 2018
To serve continuously until the To serve continuously until the
vesting date (8 November 2021) vesting date (8 December 2018)
Vesting conditions
after the grant date (9 November after the grant date (9 November
2018) 2018)
From 9 November 2018 to From 9 November 2018 to
Eligible service period
8 November 2021 8 December 2018
From 9 November 2021 to From 9 December 2018 to
Exercise period
8 November 2028 8 November 2028
Settlement Equity settlement Equity settlement

10th share subscription rights 10th share subscription rights


A type B type

Employees of the Employees of the


11 528
Company: Company:
Category and number of grantees
Employees of Group Employees of Group
46 1,389
subsidiaries: subsidiaries:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 10,644 shares maximum 112,272 shares
Grant date 8 November 2019 8 November 2019
To serve continuously until the To serve continuously until the
vesting date (7 November 2022) vesting date (7 December 2019)
Vesting conditions
after the grant date (8 November after the grant date (8 November
2019) 2019)
From 8 November 2019 to From 8 November 2019 to
Eligible service period
7 November 2022 7 December 2019
From 8 November 2022 to From 8 December 2019 to
Exercise period
7 November 2029 7 November 2029
Settlement Equity settlement Equity settlement

- 158 -
10th share subscription rights 11th share subscription rights
C type A type

Employees of the Employees of the


40 18
Company: Company:
Category and number of grantees
Employees of Group
47
subsidiaries:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 10,998 shares maximum 6,525 shares
Grant date 8 November 2019 13 November 2020
To serve continuously until the To serve continuously until the
vesting date (7 November 2022) vesting date (12 November 2023
Vesting conditions
after the grant date (8 November after the grant date (13 November
2019) 2020)
From 8 November 2019 to From 13 November 2020 to
Eligible service period
7 November 2022 12 November 2023
From 13 November 2023 to
Exercise period 8 November 2022
12 November 2030
Settlement Equity settlement Equity settlement

11th share subscription rights 11th share subscription rights


B type C type

Employees of the Employees of the


694 41
Company: Company:
Category and number of grantees
Employees of Group
1,435
subsidiaries:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 66,918 shares maximum 11,331 shares
Grant date 13 November 2020 13 November 2020
To serve continuously until the To serve continuously until the
vesting date (12 December 2020) vesting date (12 November 2023)
Vesting conditions
after the grant date (13 November after the grant date (13 November
2020) 2020)
From 13 November 2020 to From 13 November 2020 to
Eligible service period
12 December 2020 12 November 2023
From 13 December 2020 to
Exercise period 13 November 2023
12 November 2030
Settlement Equity settlement Equity settlement

- 159 -
12th share subscription rights 12th share subscription rights
A type B type

Employees of the Employees of the


19 736
Company: Company:
Category and number of grantees
Employees of Group Employees of Group
47 1,521
subsidiaries: subsidiaries:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 8,721 shares maximum 92,271 shares
Grant date 12 November 2021 12 November 2021
To serve continuously until the To serve continuously until the
vesting date (11 November 2024) vesting date (11 December 2021)
Vesting conditions
after the grant date (12 November after the grant date (12 November
2021) 2021)
From 12 November 2021 to From 12 November 2021 to
Eligible service period
11 November 2024 11 December 2021
From 12 November 2024 to From 12 December 2021 to
Exercise period
11 November 2031 11 November 2031
Settlement Equity settlement Equity settlement

12th share subscription rights 13th share subscription rights


C type A type

Employees of the Officers of the


Category and number of grantees 39 37
Company: Company:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 9,324 shares maximum 23,961 shares
Grant date 12 November 2021 20 January 2023
To serve continuously until the To serve continuously until the
vesting date (11 November 2024) vesting date (19 January 2026)
Vesting conditions
after the grant date (12 November after the grant date (20 January
2021) 2023)
From 12 November 2021 to From 20 January 2023 to
Eligible service period
11 November 2024 19 January 2026
From 20 January 2026 to 19
Exercise period 12 November 2024
January 2033
Settlement Equity settlement Equity settlement

- 160 -
13th share subscription rights 13th share subscription rights
F type G type

Officers of the Officers of the


Category and number of grantees 2 7
Company: Company:
Number of stock options by type of shares (Note Common stock: Common stock:
1, 2) maximum 54,915 shares maximum 146,445 shares
Grant date 20 January 2023 20 January 2023
To serve continuously until the To serve continuously until the
vesting date (19 January 2028) vesting date (19 January 2028)
Vesting conditions
after the grant date (20 January after the grant date (20 January
2023) 2023)
From 20 January 2023 to From 20 January 2023 to
Eligible service period
19 January 2028 19 January 2028
From 20 January 2028 to From 20 January 2028 to 19
Exercise period
19 January 2033 January 2063
Settlement Equity settlement Equity settlement
(Note 1) The number of stock options is equivalent to the number of shares.
(Note 2) Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. The number of stock options by type of shares is
disclosed after conversion to the number of shares after the stock split.

Expenses recognized as share-based payments are as follows:


(Millions of yen)
Year ended Year ended
31 August 2022 31 August 2023

Expenses recognized

Share-based payments 2,703 920

- 161 -
(2) Scale of stock options program and changes
Outstanding balance of stock options are converted into equivalent number of shares.

(a) Number and weighted average exercise prices of stock options


Stock options
Year ended Year ended
31 August 2022 31 August 2023

Number of shares Number of shares


(Shares) (Shares)

Non-vested

Non-vested at beginning of the year 60,045 52,473

Granted 110,253 225,321

Forfeited (2,790) (6,411)

Vested (115,035) (17,676)

Non-vested at end of the year 52,473 253,707

Year ended Year ended


31 August 2022 31 August 2023

Number of shares Number of shares


(Shares) (Shares)

Vested

Outstanding at beginning of the year 406,056 384,312

Vested 115,035 17,676

Exercised (135,543) (100,263)

Forfeited (1,236) (1,911)

Outstanding at end of the year 384,312 299,814


All stock options are granted with an exercise price of 1 yen per share.
(Note) Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. The number of shares is disclosed
after conversion to the number of shares after the stock split.

(b) Stock price on exercise date


Stock options exercised during the year ended 31 August 2023 are as follows:
Number of shares Weighted-average stock price
Type
(Shares) on exercise date (Yen)

Stock options 100,263 28,699


(Note) Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. The number of shares to be exercised and the
weighted average share price on the exercise date are converted to the number of shares after the stock split.

(c) Expected life of stock options


The weighted-average expected life of outstanding stock options as at 31 August 2023 was 14.25 years.

In addition, the weighted-average expected life of outstanding stock options as at 31 August 2022 was 5.60 years.

- 162 -
B. Methods of estimating fair value of stock options, etc.
The methods of estimating fair value of 13th share subscription rights A type, F type, and G type granted during the year ended
31 August 2023, were as follows:

(1) Valuation model: Black-Scholes model


(2) The following table lists the inputs to the model used:
13th share subscription rights 13th share subscription rights
A type F type

Fair value 70,816 yen 70,231 yen

Share price 74,740 yen 74,740 yen

Exercise price 1 yen 1 yen

Stock price volatility (Note 1) 31 % 34 %

Expected life of options (Note 2) 6.5 years 7.5 years

Expected dividends (Note 3) 620 yen / share 620 yen / share

Risk-free interest rate (Note 4) 0.376% 0.4645%

13th share subscription rights


G type

Fair value 62,009 yen

Share price 74,740 yen

Exercise price 1 yen

Stock price volatility (Note 1) 35 %

Expected life of options (Note 2) 22.51 years

Expected dividends (Note 3) 620 yen / share

Risk-free interest rate (Note 4) 1.40089%


Notes: 1. Stock price volatility is computed based on the actual results of 6.5 years for A type (from August 2016 to January 2023), 7.5
years for F type (from August 2015 to January 2023), and 22.51 years for G type (from August 2000 to January 2023).
2. Expected life of options is estimated to be the reasonable period from the grant date until the exercise date.
3. Expected dividends are projected with reference to the historical actual dividends declared in prior years.
4. Risk-free interest rate refers to the yield of Japanese government bonds corresponding to the expected life of options.
5. The variables and assumptions used in computing the fair value of the share options are based on the Group’s best estimate.
The value of an option varies with different variables of certain subjective assumptions.

- 163 -
Also, the methods of estimating fair value of 12th share subscription rights A type, B type, and C type granted during the year
ended 31 August 2022, were as follows:

(1) Valuation model: Black-Scholes model


(2) The following table lists the inputs to the model used:
12th share subscription rights 12th share subscription rights
A type B type

Fair value 73,172 yen 73,848 yen

Share price 76,230 yen 76,230 yen

Exercise price 1 yen 1 yen

Stock price volatility (Note 1) 36% 32%

Expected life of options (Note 2) 6.5 years 5.04 years

Expected dividends (Note 3) 480 yen / share 480 yen / share

Risk-free interest rate (Note 4) (0.092)% (0.09228)%

12th share subscription rights


C type

Fair value 74,803 yen

Share price 76,230 yen

Exercise price 1 yen

Stock price volatility (Note 1) 34%

Expected life of options (Note 2) 3 years

Expected dividends (Note 3) 480 yen / share

Risk-free interest rate (Note 4) (0.119)%


Notes: 1. Stock price volatility is computed based on the actual results of 6.5 years for A type (from June 2015 to November 2021),
5.04 years for B type (from December 2016 to November 2021), and 3.0 years for C type (from December 2018 to
November 2021).
2. Expected life of options is estimated to be the reasonable period from the grant date until the exercise date.
3. Expected dividends are projected with reference to the historical actual dividends declared in prior years.
4. Risk-free interest rate refers to the yield of Japanese government bonds corresponding to the expected life of options.
5. The variables and assumptions used in computing the fair value of the share options are based on the Group’s best estimate.
The value of an option varies with different variables of certain subjective assumptions.

C. Estimation method of the number of share subscription rights which have already been vested
Because it is difficult to reasonably estimate the number of options that will expire in the future, the method reflecting actual
numbers of forfeiture is adopted.

- 164 -
30. Financial Instruments
A. Capital risk management
The Group engages in capital management to achieve continuous growth and maximize corporate value.

The ratio of the Group’s net interest-bearing borrowings to equity is as follows:


(Millions of yen)
As at As at
31 August 2022 31 August 2023

Interest-bearing borrowings 371,496 240,913

Lease liabilities 480,725 465,650

Cash and cash equivalents 1,358,292 903,280

Net interest-bearing borrowings (506,069) (196,717)

Equity 1,615,402 1,873,360

Interest-bearing borrowings includes corporate bonds and loans payable. As at 31 August 2022 and 2023, the Group maintained
a position where the carrying amount of cash and cash equivalents exceeded the total amounts of interest-bearing borrowings
and lease liabilities.
As at 31 August 2023, the Group is not subject to any externally imposed capital requirement.

B. Significant accounting policies


See Note “3. Significant Accounting Policies” for significant accounting policies regarding standards for recognizing financial
assets, financial liabilities, equity financial instruments, as well as the fundamentals of measurement and recognition of profit or
loss.
As there are uncertainties on the valuation of financial assets, the estimates relating to financial assets may be affected by the
unexpected changes in assumptions etc., and it may have a significant impact on the valuation of financial assets in the
consolidated financial statements for the next fiscal year.

- 165 -
C. Categories of financial instruments
(Millions of yen)
As at As at
31 August 2022 31 August 2023

Financial assets

Financial assets at amortized costs

Trade and other receivables 60,184 66,831

Other current financial assets 123,446 576,194

Other non-current financial assets 163,849 240,174


Financial assets measured at fair value through other
490 189
comprehensive income / (loss)
Derivatives

Financial assets measured at fair value through profit or loss 94 78

Financial assets designated as hedging instruments 258,697 246,175

Financial liabilities

Financial liabilities at amortized cost

Trade and other payables 350,294 338,901

Other current financial liabilities 209,286 61,913

Current lease liabilities 123,885 126,992

Non-current financial liabilities 241,022 241,068

Non-current lease liabilities 356,840 338,657

Derivatives

Financial liabilities measured at fair value through profit or loss 1,204 74

Financial liabilities designated as hedging instruments 353 4,936

No items in the above categories are included in discontinued operations or disposal groups held-for-sale. Also, there are no
financial assets or liabilities valued using the fair value option to measure fair value.
On the consolidated statement of financial position, financial assets measured at fair value through other comprehensive income
are included under “non-current financial Assets.”

D. Financial risk management


In relation to cash management, the Group seeks to ensure effective utilization of Group funds through the Group’s Cash
Management Service. The Group obtained credit facilities from financial institutions and issuance of bonds. Any temporary
surplus funds are invested mainly in fixed interest rate-bearing instruments with minimal credit risk.

The Group enters into foreign currency forward contracts to hedge risk arising from fluctuations in foreign currency exchange
rates and did not conduct any speculative trading in derivatives.

- 166 -
E. Market risk management
The Group conducts its business on a global scale, and is therefore exposed to the price fluctuation risk of currencies and equity
and debt financial instruments.

(1) Foreign currency risk


(a) Foreign currency risk management
The Group conducts its business on a global scale, and is exposed to foreign currency risk in relation to purchases and sales
transactions and financing denominated in currencies other than the local currencies of those countries in which the Group
operates its business.

In regard to forecast transactions denominated in foreign currencies, for foreign currency exchange fluctuation risk by
currency and on a monthly basis, the Group in principle hedges risk by using foreign currency forward contracts.

For imports, the Group endeavors to stabilize purchasing costs by concluding foreign currency forward contracts and
standardizing import exchange rates. If the yen should weaken significantly against the US dollar in the future and this
situation continued for an extended period, it could have a negative impact on the Group’s performance.

The Group enters into derivative transactions only with financial institutions evaluated as highly creditworthy by rating
agencies to mitigate the counterparty risk.

The Group’s notional amount of foreign currency forward contracts was 1,836,265 million yen as at 31 August 2023.

(b) Foreign currency sensitivity analysis


With respect to companies that use yen as the functional currency in each reporting period, below is an analysis of the
impact an 1% increase in the yen against the Euro (“EUR”) and the United States dollar (“USD”) would have on the
Group’s profit before income taxes and other comprehensive income (before tax effects).

However, this analysis assumes that other variable factors are constant. Furthermore, this does not include the effect of
conversion of financial instruments denominated in the functional currencies, and revenue, expenses, assets, and liabilities
of overseas sales entities into presentation currency.
Year ended Year ended
31 August 2022 31 August 2023

Average exchange rate (Yen)

USD 120.52 138.62

EUR 133.29 146.37

Impact on profit before income taxes (Millions of yen)

USD (3,762) (3,502)

EUR (189) (155)

Impact on other comprehensive income (Millions of yen)

USD (16,751) (16,848)

EUR (242) (398)

- 167 -
(c) Currency derivatives and hedges
The Group uses foreign currency forward contract transactions to hedge against the risk of future fluctuations in exchange
rates in regard to foreign currency transactions and applies hedge accounting to transactions that meet hedge requirements,
and did not conduct any speculative trading in derivatives.

Cash flow hedges


A cash flow hedge is a hedge for avoiding risk of volatility in future cash flows. The Company uses foreign currency
forward contracts to hedge cash flow fluctuations relating to forecast transactions.

The monetary value of ineffective hedges is immaterial.

The details of foreign currency forward contract are as follows:

(i) Derivative transactions to which hedge accounting is not applied


Foreign currencies
Contract principal Fair value
Average exchange (Millions of
(Millions of yen) (Millions of yen)
respective currency)

31 August 31 August 31 August 31 August 31 August 31 August 31 August 31 August


2022 2023 2022 2023 2022 2023 2022 2023

Foreign currency forward contracts


Within 1 year
Buy USD 125.57 - 4 - 577 - 58 -
(sell JPY) (EUR/$) (EUR/$)
Buy USD - 1,255.60 - 11 - 1,610 - 78
(sell KRW) (KRW/$) (KRW/$)
Buy USD 29.98 - 20 - 2,730 - 36 -
(sell TWD) (TWD/$) (TWD/$)
Buy USD 77.93 - 51 - 9,183 - (1,204) -
(sell RUB) (RUB/$) (RUB/$)
Buy KRW - 0.00 - 14,564 - 1 - (74)
(sell USD) ($/KRW) ($/KRW)

- 168 -
(ii) Derivative transactions to which hedge accounting is applied
Foreign currencies
Contract principal Fair value
Average exchange rates (Millions of
(Millions of yen) (Millions of yen)
respective currency)
31 August 31 August 31 August 31 August 31 August 31 August 31 August 31 August
2022 2023 2022 2023 2022 2023 2022 2023

Foreign currency forward contracts


Over 1 year
Buy USD 111.87 116.62 8,094 7,287 905,578 849,846 126,083 112,515
(sell JPY) (¥/$) (¥/$)
Buy USD 0.83 0.89 210 401 24,319 57,344 3,876 73
(sell EUR) (EUR/$) (EUR/$)
Buy USD 0.72 0.81 72 135 7,330 17,442 1,474 (352)
(sell GBP) (£/$) (£/$)
Buy USD 1,243.00 1,280.35 281 374 35,884 53,003 2,379 15
(sell KRW) (KRW/$) (KRW/$)
Buy USD 1.39 1.30 5 10 701 1,413 (0) 21
(sell SGD) (SGD/$) (SGD/$)
Buy USD 34.43 33.46 11 69 1,444 9,760 40 55
(sell THB) (THB/$) (THB/$)
Buy USD 4.41 4.41 8 8 1,162 1,182 2 87
(sell MYR) (MYR/$) (MYR/$)
Buy USD 1.43 1.50 37 18 5,148 2,580 72 13
(sell AUD) (AUD/$) (AUD/$)
Buy USD 1.29 1.34 11 27 1,499 4,009 28 18
(sell CAD) (CAD/$) (CAD/$)
Buy USD 55.46 56.24 21 106 2,876 15,511 59 173
(sell PHP) (PHP/$) (PHP/$)
Buy USD 8.75 10.31 8 17 10,704 29,323 191 92
(sell SEK) (SEK/$) (SEK/$)
Non-deliverable forward contracts (NDF)
Over 1 year
Buy USD - 28.86 - 1 - 132 - 8
(sell TWD) ($/TWD) ($/TWD)

- 169 -
Foreign currencies
Contract principal Fair value
Average exchange rates (Millions of
(Millions of yen) (Millions of yen)
respective currency)

31 August 31 August 31 August 31 August 31 August 31 August 31 August 31 August


2022 2023 2022 2023 2022 2023 2022 2023

Foreign currency forward contracts


Within 1 year
Buy USD 108.33 112.67 4,124 4,332 446,764 488,137 111,043 123,157
(sell JPY) (¥/$) (¥/$)
Buy USD 0.83 0.88 233 473 26,983 66,918 5,025 2,114
(sell EUR) (EUR/$) (EUR/$)
Buy USD 0.77 0.78 112 157 12,087 19,590 1,578 326
(sell GBP) (£/$) (£/$)
Buy USD 1,199.99 1,242.63 241 267 29,700 36,695 3,302 1,894
(sell KRW) (KRW/$) (KRW/$)
Buy USD 1.37 1.36 73 89 10,016 13,253 199 (195)
(sell SGD) (SGD/$) (SGD/$)
Buy USD 33.98 34.49 107 127 13,869 18,361 844 (83)
(sell THB) (THB/$) (THB/$)
Buy USD 4.36 4.36 100 100 13,524 13,760 310 247
(sell MYR) (MYR/$) (MYR/$)
Buy USD 1.38 1.48 105 150 13,890 21,081 591 205
(sell AUD) (AUD/$) (AUD/$)
Buy USD 1.27 1.33 67 103 9,100 14,899 286 90
(sell CAD) (CAD/$) (CAD/$)
Buy USD 14,889.75 13,585.19 98 203 13,605 26,570 12 (40)
(sell IDR) (IDR/$) (IDR/$)
Buy USD 53.61 56.99 110 124 14,644 18,379 749 (69)
(sell PHP) (PHP/$) (PHP/$)
Buy USD 8.43 9.42 9 13 11,603 20,855 273 258
(sell SEK) (SEK/$) (SEK/$)
Buy EUR 1.06 1.10 11 84 1,663 14,908 (80) (159)
(sell USD) ($/EUR) ($/EUR)
Buy GBP 1.18 1.27 9 23 1,636 4,697 (20) (11)
(sell USD) ($/£) ($/£)
Buy KRW 0.00 - 4,226 - 482 - 16 -
(sell USD) ($/KRW) ($/KRW)
Buy IDR 0.00 0.00 272,672 796,104 2,537 0 6 (97)
(sell USD) ($/IDR) ($/IDR)
Buy SEK 0.10 0.09 4 21 55 319 (2) (5)
(sell USD) ($/SEK) ($/SEK)
Non-deliverable forward contracts (NDF)
Within 1 year
Buy USD - 29.57 - 108 - 14,672 - 884
(sell TWD) ($/TWD) ($/TWD)

- 170 -
(2) Interest rate risk management
The Group’s interest-bearing borrowings are mainly bonds with fixed interest rates, and the Group maintains positions in
cash and cash equivalents that exceed the outstanding balance of its interest-bearing borrowings.

At present, the impact of interest payments on the Group is quite small. Consequently, the Group’s current level of interest
rate risk is minor, and the Group has not performed any interest rate sensitivity analysis.

(3) Price risk management in equity and debt instruments


The Group is exposed to the risk of price volatility in equity and debt financial instruments. The Group holds no equity and
debt financial instruments for short-term trading purposes.

The Group makes regular periodic checks of the market value of the equity financial instruments it holds, as well as the
financial health of the issuers.

(4) Risk management in debt instruments


The Group does hold debt instruments, but all are held-to-maturity, and what is more, investments are restricted to bonds
that either meet or exceed a fixed rating, with the aim of mitigating risks arising from losses due to a default or similar
events.

F. Credit risk management


When the Group initiates ongoing transactions where receivables are generated on an ongoing basis, the finance department
manages the Group’s risk exposure by setting credit limits and credit periods, as needed.

Trade receivables encompass many customers spanning a wide range of industries and geographic regions. The Group conducts
regular credit checks of the companies it does business with, and when necessary takes appropriate protective measures, such as
requiring collateral.

The Group does not have excessively concentrated credit risk exposure to any single company or corporate group.

As for deposits and guarantees, the Group mitigates risk by conducting regular monitoring of the companies with which it does
business for early detection of any worsening of their financial health.

Financial assets and other credit risk exposure


The carrying amounts after adjustment for impairment shown in the consolidated financial statements represent the Group’s
maximum exposure to credit risk before consideration of collateral assets.

- 171 -
(1) Credit risk exposure
Time-frame analysis for trade receivables and other financial assets is as stated below.

Year ended 31 August 2022


(Millions of yen)
Items measured in an amount equivalent to the
expected credit losses for the entire period
Financial
assets
Items recorded for which the
Financial
in an amount allowance
assets
Number of days elapsed equivalent to for doubtful
for which the Total
after due date 12 months of accounts is Credit-
credit risk has
expected credit always impaired
significantly
losses measured financial assets
increased since
as an amount
initial
equivalent to
recognition
expected losses
for the whole
period
Before due date has elapsed 161,186 51,114 5 - 212,307

Within 90 days 70 86 0 - 157

Over 90 days but within


106 105 1 - 213
one year
Over one year 25 145 53 28 252

Term-end balance 161,389 51,452 61 28 212,931

Year ended 31 August 2023


(Millions of yen)
Items measured in an amount equivalent to the
expected credit losses for the entire period
Financial
assets
Items recorded for which the
Financial
in an amount allowance
assets
Number of days elapsed equivalent to for doubtful
for which the Total
after due date 12 months of accounts is Credit-
credit risk has
expected credit always impaired
significantly
losses measured financial assets
increased since
as an amount
initial
equivalent to
recognition
expected losses
for the whole
period
Before due date has elapsed 379,421 61,965 25 - 441,412

Within 90 days 204 1,110 - - 1,315

Over 90 days but within


65 200 1 - 266
one year
Over one year 46 178 68 - 293

Term-end balance 379,739 63,455 94 - 443,288

- 172 -
(2) Allowances for Doubtful Accounts
Changes in allowances for doubtful accounts for trade receivables and other financial assets are as stated below.

Year ended 31 August 2022


(Millions of yen)
Items measured in an amount equivalent to the
expected credit losses for the entire period
Financial
assets
Items recorded for which the
Financial
in an amount allowance
assets
Changes in allowances for equivalent to for doubtful
for which the Total
doubtful accounts 12 months of accounts is Credit-
credit risk has
expected credit always impaired
significantly
losses measured financial assets
increased since
as an amount
initial
equivalent to
recognition
expected losses
for the whole
period
Starting balance 59 557 19 28 664

Increase during period 0 196 4 - 201


Decrease during period
(0) (11) (3) 0 (15)
(intended use)
Decrease during period
(19) (258) (7) (1) (287)
(reversals)
Other changes 60 42 0 - 102

Term-end balance 99 526 13 26 666

- 173 -
Year ended 31 August 2023
(Millions of yen)
Items measured in an amount equivalent to the
expected credit losses for the entire period
Financial
assets
Items recorded for which the
Financial
in an amount allowance
assets
Changes in allowances for equivalent to for doubtful
for which the Total
doubtful accounts 12 months of accounts is Credit-
credit risk has
expected credit always impaired
significantly
losses measured financial assets
increased since
as an amount
initial
equivalent to
recognition
expected losses
for the whole
period
Starting balance 99 526 13 26 666

Increase during period 60 574 62 - 697


Decrease during period
- (238) (15) - (254)
(intended use)
Decrease during period
(33) (272) (3) (26) (335)
(reversals)
Other changes 18 36 0 - 54

Term-end balance 144 626 57 - 828


The Group continually monitors the credit standing of trading partners if there is a concern about recoverability,
including receivables for which the due date has changed.

Based on the monitoring of the credit standing, the recoverability of accounts receivable, etc., is examined and the
allowance for doubtful accounts is set.

In relation to the Group’s global business expansion, there is little reliance on any specific trading partners and exposure
is dispersed, so the impact of any sequential credit risk due to the poor credit standing of any specific trading partner is
minimal.

As a result, we have no exposure to excessively concentrated credit risk.

With reference to bonds, we limit any investment in bonds to entities with a minimum specific credit rating in accordance
with our internal management regulations, so any credit risk relating to bond investments is minimal and consequently is
not included in the above table.

- 174 -
G. Liquidity risk management
The Group manages liquidity risk by formulating and revising its funding plans on a timely basis and maintains an appropriate
level of liquidity on hand.

The ultimate responsibility for management of liquidity risk lies with the CFO appointed by the Board of Directors. The finance
department, under the direction of the CFO, performs the day-to-day aspects of liquidity risk management by maintaining
appropriate levels of surplus funds and bank loans, and by monitoring budgets and cash flows.
(Millions of yen)
More than More than More than
Carrying Contractual Less than 1 to 2 2 years but 3 years but 4 years but Over
amount cash flows 1 year years within within within 5 years
3 years 4 years 5 years

As at 31 August 2022
Non-derivative financial
Liabilities
Trade and other payables 350,294 350,294 350,294 - - - - -

Short-term borrowings 1,764 1,764 1,764 - - - - -

Corporate bonds 369,589 370,000 130,000 - 30,000 70,000 - 140,000


Long-term finance lease
356,840 373,047 - 89,926 66,990 49,004 34,410 132,714
Liabilities
Short-term finance lease
123,885 127,767 127,767 - - - - -
Liabilities
Deposits 77,550 77,550 77,550 - - - - -

Derivative financial liabilities


Foreign currency forward
1,557 1,557 1,513 43 1 - - -
Contracts
Total 1,281,482 1,301,981 688,890 89,969 96,991 119,004 34,410 272,714

As at 31 August 2023
Non-derivative financial
Liabilities
Trade and other payables 338,901 338,901 338,901 - - - - -

Short-term borrowings 1,119 1,119 1,119 - - - - -

Corporate bonds 239,686 240,000 - 30,000 70,000 - 100,000 40,000


Long-term finance lease
338,657 357,382 - 91,493 64,280 43,351 36,518 121,738
Liabilities
Short-term finance lease
126,992 132,457 132,457 - - - - -
Liabilities
Deposits 60,793 60,793 60,793 - - - - -

Derivative financial liabilities


Foreign currency forward
5,010 5,010 3,600 1,376 34 - - -
contracts
Total 1,111,161 1,135,665 536,872 122,869 134,315 43,351 136,518 161,738
(Note) Guaranteed obligations are not included in the above, as the probability of having to act on those guarantees is remote.

- 175 -
H. Fair value of financial instruments
(Millions of yen)
As at 31 August 2022 As at 31 August 2023
Carrying Carrying
Fair value Fair value
amounts amounts
Financial assets

Bonds 135,214 134,264 440,738 438,995

Security deposits / guarantees 68,626 69,093 69,446 68,891

Total 203,840 203,357 510,184 507,887

Financial liabilities

Corporate bonds 369,589 370,513 239,686 236,826

Total 369,589 370,513 239,686 236,826


(Note) The amount above includes the outstanding balance of bonds due within one year.
Notes concerning financial assets and financial liabilities for which carrying amount approximates fair value have been omitted.
The fair value of bonds is calculated with reference to publicly available market prices.
The fair value of security deposits and guarantees is calculated on the basis of the present value, applying the current market
interest rate.
The fair value of corporate bonds is calculated with reference to publicly available market prices.
The fair value measurements of bonds, security deposits / guarantees, and corporate bonds are classified as level 2.

- 176 -
I. Fair value hierarchy of financial instruments
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair
value hierarchy described as follows, based on the lowest level input that is significant to the fair value measurement as a
whole:
Level 1 - based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - based on valuation techniques for which the lowest level input that is significant to the fair value measurement is
observable, either directly or indirectly
Level 3 - based on valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable

When multiple inputs are used to measure fair value, the fair value level is determined based on the input with the lowest level
classification in the overall fair value assessment.

The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments:
(Millions of yen)

As at 31 August 2022 Level 1 Level 2 Level 3 Total

Financial assets measured at fair value through


301 - 189 490
other comprehensive income
Net financial assets and financial liabilities
- (1,109) - (1,109)
measured at fair value through profit or loss
Net financial assets and financial liabilities
- 258,344 - 258,344
designated as hedging instruments — Fair value

Net amount 301 257,234 189 257,725

As at 31 August 2023 Level 1 Level 2 Level 3 Total

Financial assets measured at fair value through


- - 189 189
other comprehensive income
Net financial assets and financial liabilities
- 3 - 3
measured at fair value through profit or loss
Net financial assets and financial liabilities
- 241,238 - 241,238
designated as hedging instruments — Fair value

Net amount - 241,242 189 241,432


For the valuation of Level 2 derivative financial instruments, we use a valuation model that uses observable data on the
measurement date using inputs such as interest rates, yield curves, currency rates, and volatility in comparable instruments.

Financial instruments categorized as Level 3 consist mainly of unlisted shares. The fair values of unlisted shares are measured
by the division responsible in the Group’s accounting policy, etc., using latest figures available for each quarter.

There were no significant changes due to the purchase, sale, issuance and settlement of Level 3 financial instruments, and no
transfers between Levels 1, 2 and 3.

- 177 -
31. Related Party Disclosures
Remuneration of key management personnel
Remuneration of the Group’s key management personnel is as below:
(Millions of yen)
Year ended Year ended
31 August 2022 31 August 2023

Short-term employee benefits 833 876

Share-based payments 52 187

Total 885 1,064

Transactions with officers and major shareholders (individuals only), etc. of the reporting entity submitting these consolidated
financial statements.

Year ended 31 August 2022 (from 1 September 2021 to 31 August 2022)


Capital
Name of Percentage
Stock or Transaction Term-end
Company, Business of voting Relation with
Money Transaction Amount Balance
Type etc., or Location Content or right, etc. Associated Item
Invested Details (millions of (millions of
personal Occupation held (being Party
(Millions of yen) yen)
name held)
yen)

Company Rent of store


in which properties
officers by our
Assets
and close TTY 5.2% are subsidiary
Amsterdam, holdings, Lease
relatives Management 71,826 directly Store renting 746 6,349
Netherlands managing, liabilities
hold a B.V. held Serves
etc.
majority concurrently
of voting as an officer
rights
Company Rent of store
in which properties
officers by our
Assets
and close 546 subsidiary
holdings, Lease
relatives Broadway, New York - - Store renting 482 4,644
managing, liabilities
hold a LLC Serves
etc.
majority concurrently
of voting as an officer
rights

(Notes) 1. Of the above-mentioned amounts, any trade amounts do not include consumption taxes and the like.
2. Trading conditions and policy for determining trading conditions, etc.
Related party transactions were made on terms equivalent to those that prevail in arm’s length transactions.
3. Chairman of the Board of Directors and President Tadashi Yanai holds a majority of the voting rights of both companies.

- 178 -
Current consolidated accounting year (From 1 September 2022, through 31 August 2023)
Capital
Name of Percentage
Stock or Transaction Term-end
Company, Business of voting Relation with
Money Transaction Amount Balance
Type etc., or Location Content or right, etc. Associated Item
Invested Details (millions of (millions of
personal Occupation held (being Party
(Millions of yen) yen)
name held)
yen)

Company Rent of store


in which properties
officers by our
Assets
and close TTY 5.2% are subsidiary
Amsterdam, holdings, Lease
relatives Management 71,826 directly Store renting 874 6,433
Netherlands managing, liabilities
hold a B.V. held Serves
etc.
majority
concurrently
of voting as an officer
rights
Company Rent of store
in which properties
officers by our
Assets
and close 546 subsidiary
holdings, Lease
relatives Broadway, New York - - Store renting 554 4,359
managing, liabilities
hold a LLC Serves
etc.
majority
concurrently
of voting as an officer
rights

(Notes) 1. Of the above-mentioned amounts, any trade amounts do not include consumption taxes and the like.
2. Trading conditions and policy for determining trading conditions, etc.
Related party transactions were made on terms equivalent to those that prevail in arm’s length transactions.
3. Chairman of the Board of Directors and President Tadashi Yanai holds a majority of the voting rights of both companies.

32. Major Subsidiaries


The Group’s major subsidiaries are as listed in “3. Corporate Profile 3. Subsidiaries and Associates.”

33. Commitments for Expenditures


The Group had the following commitments at each reporting date:
(Millions of yen)
As at As at
31 August 2022 31 August 2023

Commitment for the acquisition of property, plant and equipment 32,926 16,926

Commitment for acquisition of intangible assets 2,202 2,634

Total 35,128 19,560

34. Contingent Liabilities


Year ended 31 August 2022
Not applicable

Year ended 31 August 2023


Not applicable

35. Subsequent Events


Not applicable

- 179 -
E. Others
Quarterly information for the year ended 31 August 2023
(Cumulative period) First quarter Second quarter Third quarter Fiscal year

Revenue (Millions of yen) 716,393 1,467,350 2,143,504 2,766,557

Quarterly income before income taxes and


126,812 230,499 359,203 437,918
non-controlling interests (Millions of yen)
Quarterly net income (Millions of yen) 85,074 153,392 238,519 296,229

Earnings per share (Yen) 277.49 500.29 777.90 966.09

(Accounting period) First quarter Second quarter Third quarter Fourth quarter

Quarterly earnings per share (Yen) 277.49 222.80 277.60 188.19

(Note) Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. Quarterly earnings per share has been calculated
assuming this stock split was conducted at the beginning of the current fiscal year.

- 180 -
10. Financial statements
(1) Balance Sheet
(Millions of yen)

As at 31 August 2022 As at 31 August 2023

ASSETS
Current assets
Cash and deposits 543,933 498,193
Operating accounts receivable *1 38,363 *1 42,579

Securities 149,496 20,000


Short-term loans receivable from subsidiaries and associates 65,664 35,961
Accounts receivable from subsidiaries and associates 22,368 6,608
Others 7,624 33,246
Allowance for doubtful accounts (7,552) (1,031)
Total current assets 819,900 635,557
Non-current assets
Property, plant and equipment
Buildings 30,754 32,561
Accumulated depreciation *3 (12,978) *3 (15,381)

Buildings, net 17,776 17,179


Structures 389 464
Accumulated depreciation *3 (288) *3 (305)

Structures, net 100 158


Machinery, vehicle, furniture and fixtures 9,057 8,492
Accumulated depreciation *3 (2,670) *3 (2,794)

Machinery, vehicle, furniture and fixtures, net 6,387 5,697


Land 1,123 1,123
Leased assets 379 182
Accumulated depreciation *3 (290) *3 (134)

Leased assets, net 88 48


Construction in progress 26 691
Total property, plant and equipment 25,503 24,900
Intangible assets
Software 47,949 50,979
Software in progress 10,669 17,387
Others 10 9
Total intangible assets 58,629 68,377
Investments and other assets
Investment securities 450 143
Shares of subsidiaries and associates 420,362 622,796
Investments in capital of subsidiaries and associates 9,251 7,567
Long-term loans receivable from subsidiaries and associates 7,213 45,230
Leases and guarantee deposits 5,732 5,777
Deferred tax assets 4,997 4,680
Lease receivables 14,136 12,665
Others 1 1
Allowance for doubtful accounts (3,900) (35,628)
Total investments and other assets 458,244 663,235
Total non-current assets 542,378 756,513
Total assets 1,362,278 1,392,070

- 181 -
(Millions of yen)

As at 31 August 2022 As at 31 August 2023

LIABILITIES
Current liabilities
Current portion of corporate bonds 130,000 -
Accounts payable 7,063 10,187
Accrued expenses 6,380 5,660
Deposits received *1 33,004 ※1 96,582
Provision for bonuses 3,501 4,092
Income taxes payable 40,012 -
Others 2,344 2,898
Total current liabilities 222,306 119,422
Non-current liabilities
Corporate bonds payable 240,000 240,000
Lease obligations 14,186 12,694
Guarantee deposits received 3,385 3,337
Provision for loss on business of subsidiaries and associates 1,324 -
Others 3,801 4,141
Total non-current liabilities 262,698 260,173
Total liabilities 485,005 379,595
NET ASSETS
Shareholders’ equity
Capital stock 10,273 10,273
Capital surplus
Legal capital surplus 4,578 4,578
Other capital surplus 11,668 13,313
Total capital surplus 16,247 17,892
Retained earnings
Legal retained earnings 818 818
Other retained earnings
General reserve 185,100 185,100
Retained earnings brought forward 670,202 806,273
Total retained earnings 856,120 992,191
Treasury stock (14,813) (14,714)
Total shareholders’ equity 867,828 1,005,644
Valuation and translation adjustments
Valuation differences on available-for-sale securities 1,660 -
Total valuation and translation adjustments 1,660 -
Share subscription rights 7,784 6,831
Total net assets 877,273 1,012,475
Total liabilities and net assets 1,362,278 1,392,070

- 182 -
(2) Statement of Income
(Millions of yen)

Year ended Year ended


31 August 2022 31 August 2023

Operating revenue
Management income from operating companies ※1 82,428 ※1 90,935
Dividends income from subsidiaries and associates ※1 200,737 ※1 236,997
Total operating revenue 283,165 327,932
Operating expenses
Selling, general and administrative expenses
Salaries 9,430 9,400
Bonuses 1,677 1,529
Allowance for bonuses 3,269 3,849
Rental expenses 10,093 10,011
Depreciation 21,301 23,788
Outsourcing expenses 32,155 36,289
Others 18,409 17,145
Total operating expenses ※1 96,337 ※1 102,014
Operating profit / (loss) 186,828 225,918
Non-operating income
Interest income 2,877 10,218
Interest on securities 57 11
Foreign exchange gains 108,106 18,914
Others 178 45
Total non-operating income ※1 111,220 ※1 29,189
Non-operating expenses
Interest expenses 1,988 3,948
Others 102 61
Total non-operating expenses ※1 2,091 ※1 4,010
Ordinary profit / (loss) 295,957 251,097
Extraordinary income
Gain on sale of investment securities 159 2,985
Reversal of provision for loss on business of subsidiaries and
- 1,324
associates
Reversal of provisions for loss on guarantees 435 -
Total extraordinary income 594 4,309
Extraordinary losses
Losses on retirement of non-current assets 112 17
Loss on valuation of shares of subsidiaries and associates 1,651 4,177
Provision of allowance for doubtful accounts for subsidiaries and
1,721 25,207
associates
Loss on valuation of investment securities 11 -
Provision for loss on business of subsidiaries and associates 983 -
Impairment losses - 201
Total extraordinary losses 4,479 29,604
Income/(loss) before income taxes 292,072 225,803
Income taxes - current 34,839 15,607
Income taxes - deferred (970) 1,050
Total income taxes 33,868 16,657
Net income / (loss) 258,203 209,145

- 183 -
(3) Statement of changes in net asset

Year ended 31 August 2022


(Millions of yen)
Shareholders’ equity

Capital surplus Retained earnings

Other retained earnings


Capital
Legal Other Total Legal Total
stock Retained
capital capital capital retained retained
General earnings
surplus surplus surplus earnings earnings
reserve brought
forward

Balance at the beginning of year 10,273 4,578 9,587 14,166 818 185,100 465,122 651,040

Changes during the year

Dividends - - - - - - (53,123) (53,123)

Net income - - - - - - 258,203 258,203

Acquisition of treasury stock - - - - - - - -

Disposal of treasury stock - - 2,081 2,081 - - - -

Net changes of items other than


- - - - - - - -
those in shareholders’ equity

Net changes during the year - - 2,081 2,081 - - 205,079 205,079

Balance at the end of year 10,273 4,578 11,668 16,247 818 185,100 670,202 856,120

Valuation and translation


Shareholders’ equity
adjustments
Share
Valuation
subscription Total net assets
Total differences on Total valuation
rights
Treasury stock shareholders’ available-for and translation
equity sale adjustments
securities
Balance at the beginning of year (14,973) 660,507 (338) (338) 7,400 667,569

Changes during the year

Dividends - (53,123) - - - (53,123)

Net income - 258,203 - - - 258,203

Acquisition of treasury stock (12) (12) - - - (12)

Disposal of treasury stock 172 2,253 - - - 2,253

Net changes of items other than


- - 1,999 1,999 384 2,383
those in shareholders’ equity

Net changes during the year 159 207,320 1,999 1,999 384 209,703

Balance at the end of year (14,813) 867,828 1,660 1,660 7,784 877,273

- 184 -
Year ended 31 August 2023
(Millions of yen)
Shareholders’ equity

Capital surplus Retained earnings

Other retained earnings


Capital
Legal Other Total Legal Total
stock Retained
capital capital capital retained retained
General earnings
surplus surplus surplus earnings earnings
reserve brought
forward

Balance at the beginning of year 10,273 4,578 11,668 16,247 818 185,100 670,202 856,120

Changes during the year

Dividends - - - - - - (73,074) (73,074)

Net income - - - - - - 209,145 209,145

Acquisition of treasury stock - - - - - - - -

Disposal of treasury stock - - 1,645 1,645 - - - -

Net changes of items other than


- - - - - - - -
those in shareholders’ equity

Net changes during the year - - 1,645 1,645 - - 136,071 136,071

Balance at the end of year 10,273 4,578 13,313 17,892 818 185,100 806,273 992,191

Valuation and translation


Shareholders’ equity
adjustments
Share
Valuation
subscription Total net assets
Total differences on Total valuation
rights
Treasury stock shareholders’ available-for and translation
equity sale adjustments
securities
Balance at the beginning of year (14,813) 867,828 1,660 1,660 7,784 877,273

Changes during the year

Dividends - (73,074) - - - (73,074)

Net income - 209,145 - - - 209,145

Acquisition of treasury stock (27) (27) - - - (27)

Disposal of treasury stock 127 1,772 - - - 1,772

Net changes of items other than


- - (1,660) (1,660) (953) (2,613)
those in shareholders’ equity

Net changes during the year 99 137,816 (1,660) (1,660) (953) 135,202

Balance at the end of year (14,714) 1,005,644 - - 6,831 1,012,475

- 185 -
(4) Notes
(Significant accounting policies)
1. Valuation methods for securities
(a) Investments in subsidiaries and associates:
The Company’s investments in subsidiaries and associates are stated at cost. The cost of securities sold is determined by the
average method.
(b) Available-for-sale securities:
(i) Listed securities:
Listed securities are stated at fair value, with fair value gains and losses, net of applicable taxes, reported as “unrealized
gains/(losses) on available-for-sale securities,” a separate component of net assets. The cost of securities sold is determined
based on the moving-average cost method.
(ii) Unlisted securities:
Unlisted securities are stated at cost, which is determined by the average method.

2. Depreciation method for non-current assets


(a) Property, plant and equipment (other than leased assets)
Depreciation of property, plant and equipment is calculated using the straight-line method. The principal ranges of estimated
useful lives are as follows:
Buildings and structures 5-35 years
Machinery, vehicle, furniture, and fixtures 5 years
(b) Intangible assets
Amortization of intangible assets is calculated using the straight-line method. The principal range of estimated useful life is as
follows:
Software for internal use 5 years
(c) Leased assets
Assets held under capitalized finance leases are depreciated using the straight-line method over the lease terms at zero residual
value.

3. Accounting for deferred assets


Issuance expenses of corporate bonds
Issuance expenses of corporate bonds are expensed as incurred.

4. Provision basis for allowances


(a) Allowance for doubtful accounts
Provision for potential bad debts, loan loss ratios are recorded for general accounts receivable. Specified doubtful accounts
receivable are reviewed individually to determine their recoverability, and an estimate for the non-recoverable portion is
recorded.
(b) Provisions for bonuses
Bonuses to employees are accrued on the balance sheet date.
(c) Allowances for Affiliated Company Operating Losses
In order to prepare for losses pertaining to affiliated company operations, we take the financial position of our affiliated
companies into consideration and list the estimate losses that may be incurred.

5. Basis of revenue and expense recognition


(a) Service Fee Income
The Company has an obligation to provide administrative support services to its subsidiaries. As the performance obligation
shall be satisfied by providing the services to its subsidiaries over time, revenue is recognized depending on providing the
services.

- 186 -
6. Application of tax effect accounting in connection with the transition from the consolidated taxation system to the group tax
sharing system.
Effective from the beginning of the current fiscal year, the Company has shifted from the consolidated taxation system to the
group tax sharing system. In connection with the transition, the Company complies with the Practical Solution on the
Accounting and Disclosure Under the Group Tax Sharing System (ASBJ PITF No. 42, August 12, 2021. Hereinafter referred
to as “ASBJ PITF No. 42”), which provides for the treatment of accounting and disclosure regarding corporate taxes, local
corporation taxes and tax effect accounting when applying the group tax sharing system. In addition, based on Section 32 (1)
of ASBJ PITF No. 42, it has been deemed that there is no impact from the changes in accounting policies in conjunction with
the application of ASBJ PITF No. 42.

(Changes in accounting policy)


Application of the Accounting Standard for Fair Value Measurement
The "Implementation Guidance on Accounting Standard for Fair Value Measurement" (ASBJ Guidance No. 31, June 17, 2021.
Hereinafter, the "Fair Value Measurement Standard Implementation Guidance") was adopted in the beginning of the current
fiscal year, and as such the Company has prospectively applied the new accounting policies set forth in the Fair Value
Measurement Standard Implementation Guidance in accordance with the transitional treatment set forth in Article 27-2 of the
Fair Value Measurement Standard Implementation Guidance.

The application has no impact on financial information.

- 187 -
(Notes to balance sheet)
1. Breakdown of assets and liabilities related to subsidiaries and associates which were not separately presented are as follows:
(Millions of yen)

As at 31 August 2022 As at 31 August 2023

Trade accounts receivable 38,349 42,568


Deposits received 32,673 96,268

2. Contingent liabilities
(Millions of yen)

As at 31 August 2022 As at 31 August 2023

Guarantees for office and retail store leases 22,619 16,103


Guarantees on loans payable to financial institutions 1,792 6,483

3. Accumulated depreciation includes accumulated impairment losses.


(Notes to statement of income)
1. Transactions related to the subsidiaries and associates are as follows:
(Millions of yen)

Year ended Year ended


31 August 2022 31 August 2023

Ordinary revenue:
Management income from operating companies 80,402 89,382
Dividends income from subsidiaries and associates 200,740 236,997
Ordinary expense 2,859 3,814
Non-operating income 532 -
Non-operating expenses (including Extraordinary losses) 90 2,259

(Investment securities)
As at 31 August 2022
The fair values of the shares of subsidiaries and associates (subsidiaries 402,481 million yen and associates 17,880 million yen
on the balance sheet) are not described as they do not have a market price.

As at 31 August 2023
The fair values of the shares of subsidiaries and associates (subsidiaries 605,027 million yen and associates 17,768 million yen
on the balance sheet) are not described as they do not have a market price.

(Note) The impairment of the shares of subsidiaries and associates without market price is determined by comparing the cost
with the net realizable value calculated based on the net assets per share of respective subsidiaries and associates. An
impairment loss is recognized if the net realizable value is less than 50% of the cost.

- 188 -
(Deferred taxes)
1. The breakdown of causes of deferred tax assets and deferred tax liabilities is as follows:
(Millions of yen)

As at As at
31 August 2022 31 August 2023

Deferred tax assets:


Provisions for bonuses 1,127 1,330
Depreciation 1,201 1,607
Loss on shares of subsidiaries and associates 57,395 58,119
Impairment losses 259 241
Allowance for doubtful accounts 3,506 11,225
Unused tax losses carried forward 651 199
Software 2,982 2,123
Others 7,054 7,511
Subtotal 74,178 82,358
Valuation allowance pertaining to tax loss carried forward (651) (199)
Valuation allowance pertaining to total of future deductible
(65,167) (74,523)
temporary difference
Valuation allowance subtotal (65,818) (74,722)
Total deferred tax assets 8,359 7,635
Deferred tax liabilities:
Temporary differences on shares of subsidiaries (1,893) (1,893)
Others (1,468) (1,061)
Total deferred tax liabilities (3,361) (2,954)
Net deferred tax liabilities 4,997 4,680

2. The differences between the effective tax rate after applying tax effect and the statutory income tax rate are as follows:
(Percentage)

As at As at
31 August 2022 31 August 2023

Statutory income tax rate 30.6% 30.6%


(adjustments)
Non-taxable dividend income (20.4) (31.1)
Increase/(decrease) in valuation allowance (1.3) 4.5
Foreign withholding tax 2.4 4.0
Others 0.3 (0.6)
Effective tax rates after applying tax effect accounting 11.6 7.4

(Revenue recognition)
The information that forms the basis for understanding revenue generated from contracts with customers is as provided in
Significant accounting policies: 5. Basis of revenue and expense recognition.

(Business Combination)
Not applicable.

(Notes on Significant Subsequent Events)


Not applicable.

- 189 -
(5) Supplementary schedule
Details of fixed asset
(Millions of yen)
Accumulated
depreciation or
Balances as at Depreciation, Balances as at
amortization
Types of assets 1 September Increase Decrease amortization 31 August
as at 31
2022 during the year 2023
August
2023
Property, plant and equipment

Buildings 17,776 1,973 0 2,568 17,179 15,381

Structures 100 75 - 17 158 305

Tools, furniture, and


6,387 188 4 873 5,697 2,794
equipment
Land 1,123 - - - 1,123 34

Leased assets 88 - - 40 48 134

Construction in progress 26 2,244 1,580 - 691 -

Total property, plant


25,503 4,482 1,585 3,500 24,900 18,651
and equipment
Intangible assets

Software 47,949 23,573 256 20,287 50,979 -

(Impairments) - 17 - - -

Software in progress 10,669 30,703 23,985 - 17,387 -

(Impairments) - 184 - - -

Others 10 - - 0 9 -

Total intangible assets 58,629 54,277 24,241 20,288 68,377 -

(Notes) 1. The main factors listed as increase during the year are as follows:
Types of assets Amount (Millions of yen) Contents

Software 23,573 Construction cost for new system

Software in progress 30,703 Construction cost for new system


2. The main factors listed as decrease during the year are as follows:
Types of assets Amount (Millions of yen) Contents

Construction cost for new systems (transferred to


Software in progress 23,985
software as the new system was launched)

- 190 -
Details of provisions
(Millions of yen)
Balance as at Balance as at
Categories 1 September Increase Decrease 31 August
2022 2023

Allowance for doubtful accounts (current) 7,552 1,031 7,552 1,031


Allowance for doubtful accounts
3,900 31,950 222 35,628
(non-current)
Provision for bonuses 3,501 4,092 3,501 4,092
Allowances for Affiliated Company Operating
1,324 - 1,324 -
Losses
(Note) The increase in the Allowance for doubtful accounts for the current fiscal year is mainly for affiliated companies.

(6) Main details of assets and liabilities


Omitted because the consolidated financial statements are prepared.

(7) Others
Not applicable.

- 191 -
INDEPENDENT AUDITOR’S REPORT
To the Board of Directors of FAST RETAILING CO., LTD.:

Opinion

We have audited the consolidated financial statements of FAST RETAILING CO., LTD. (the “Company”) and its subsidiaries (the
Group), which comprise the consolidated statement of financial position as at 31 August 2023, and the consolidated statement of profit
or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of
cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of
the Group as at 31 August 2023, and of its consolidated financial performance and its consolidated cash flows for the year then ended
in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are
independent of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (“IESBA Code”) together with the ethical requirements that are relevant to our audit of the consolidated financial statements
in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial
statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation of inventories at the lower of cost or net realizable value


Key Audit Matter Description How the Key Audit Matter Was Addressed in the Audit
As disclosed in Note 10 to the consolidated financial Our audit procedures related to this key audit matter included
statements, the Group’s total inventories as at 31 August 2023 the following, among others:
were JPY 417,347 million, which related to the UNIQLO Japan
segment, the UNIQLO International segment and the GU ▪ Evaluation of the cost measurement techniques and
segment, in the aggregate, representing 12.6% of the Group’s inventory valuation approaches established by
total assets. In addition, the amount of write-down of management, including compliance with IFRSs.
inventories to net realizable value was JPY 8,254 million for
these segments. ▪ Assessment of the design and operating effectiveness of
relevant controls in place addressing the accuracy and
The sales pattern for inventories starts with establishing an completeness of inputs for selling price and cost of
initial price, and then subsequently adjusting the price based on inventories.
the season, weather and customer preferences and demand.
Inventories are valued at the lower of cost or net realizable ▪ Involvement of our professionals with expertise in
value. Selling price, a component of net realizable value, is information technology (“IT experts”) to evaluate the
frequently adjusted in response to fast-changing market accuracy and completeness of inventory valuation
conditions, economic conditions and fashion trends. The reports by testing the system interface controls, the
adjusted selling price is reflected and maintained in IT systems. report logic and input parameters, as well as general IT
controls over the IT system, including testing of user
Given the nature of the Group’s businesses, changes to access controls, change management controls and IT
inventory, such as adjustments to selling prices, are frequently operations controls.
made to large volumes of inventory at a Stock Keeping Units
(“SKUs”) level. Therefore, inventory management is highly ▪ Evaluation of the determination of net realizable value,
dependent on the IT systems. In addition, the accuracy of the the judgment regarding whether a write-down is required
inventory valuation reports is also dependent upon the IT and the amount of write-down of inventories to net
system. As such, due to the potential impact it may have on the realizable value calculated within the inventory
accounting for the write-down of inventories to net realizable valuation report on a representative sample basis.
value, there are increased risks around the appropriateness of
the system configurations (e.g., report logic, parameters, etc.),
in addition to the overall maintenance of the IT system.

We identified this matter as a key audit matter given that the


value of inventories is material and the valuation of inventories
is highly dependent on the IT system.

- 192 -
Assessment of impairment indicators on store assets
Key Audit Matter Description How the Key Audit Matter Was Addressed in the Audit
As disclosed in Note 15 to the consolidated financial Our audit procedures related to this key audit matter included
statements, the Group had store assets attributable to the following, among others:
UNIQLO Japan, UNIQLO International and the GU
segment amounting to JPY 96,179 million, JPY 244,092 ▪ Evaluation of management’s assessment of Impairment
million and JPY 33,870 million, respectively, which in the Indicators, identification of CGUs and allocation
aggregate represents 11.3% of the Group’s total assets as at method of relevant headquarter costs to each CGU used
31 August 2023. In addition, as disclosed in Note 15 to the by management, including compliance with IFRSs.
consolidated financial statements, the Group’s impairment
losses attributable to store assets were JPY 2,698 million for ▪ Involvement of our IT experts to evaluate the accuracy
the year ended 31 August 2023. and completeness of the impairment indicators
identification reports by testing source data of store
Each segment operated 790, 1,634 and 463 stores as at 31 performance results along with the report logic to
August 2023, respectively, and the performance results of allocate headquarter costs, report logic used to identify
each store are maintained in an IT system. In principle, each impairment indicators, and input parameters, as well as
store is considered as an individual cash-generating unit the general IT controls over the IT system, including
(“CGU”). Management uses the performance results of testing of user access controls, change management
stores (IT system-generated reports) as a key input when controls and IT operations controls.
assessing whether there is any indication that store assets
may be impaired (“Impairment Indicators”). As such, due to ▪ Examination of the Impairment Indicators identification
the potential impact it may have on the assessment of the report for the completeness of stores for proper
Impairment Indicators, there are increased risks around the inclusion.
appropriateness of the system configurations (e.g., report
logic, parameters, etc.), in addition to the overall
maintenance of the IT system.

We identified this matter as a key audit matter given that the


value of store assets is material, and the creation of
information used in assessment of the impairment indicators
is highly dependent on the IT system.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Year-end
report, but does not include the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Audit & Supervisory Board Members and Audit & Supervisory Board for the
Consolidated Financial Statements

Management is responsible for the preparation of the consolidated financial statements that gives a true and fair view in accordance with
IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Audit & Supervisory Board Members and Audit & Supervisory Board are responsible for overseeing the Group’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

- 193 -
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with Audit & Supervisory Board Members and Audit & Supervisory Board regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

We also provide Audit & Supervisory Board Members and Audit & Supervisory Board with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with Audit & Supervisory Board Members and Audit & Supervisory Board, we determine those matters
that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditor’s report are Hirofumi Otani and Akira Kimotsuki.

Deloitte Touche Tohmatsu LLC

Tokyo, Japan

30 November 2023

- 194 -
(TRANSLATION)

INDEPENDENT AUDITOR'S REPORT


30 November 2023

To the Board of Directors of


FAST RETAILING CO., LTD.:

Deloitte Touche Tohmatsu LLC


Tokyo office

Designated Engagement Partner,


Certified Public Accountant:

Hirofumi Otani

Designated Engagement Partner,


Certified Public Accountant:

Akira Kimotsuki

Opinion
Pursuant to the first paragraph of Article 193-2 of the Financial Instruments and Exchange Act, we have audited the nonconsolidated
financial statements of FAST RETAILING CO., LTD. (the "Company") included in the Financial Section, namely, the nonconsolidated
balance sheet as at 31 August 2023, and the nonconsolidated statement of income, and nonconsolidated statement of changes in net
asset for the 62nd fiscal year from 1 September 2022 to 31 August 2023, and a summary of significant accounting policies and other
explanatory information, and the supplementary schedules.

In our opinion, the accompanying nonconsolidated financial statements present fairly, in all material respects, the financial position of
the Company as at 31 August 2023, and its financial performance for the year then ended in accordance with accounting principles
generally accepted in Japan.

Basis for Opinion


We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards
are further described in the Auditor's Responsibilities for the Audit of the Nonconsolidated Financial Statements section of our report.
We are independent of the Company in accordance with the provisions of the Code of Professional Ethics in Japan, and we have
fulfilled our other ethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.

Key Audit Matter

A key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the nonconsolidated financial
statements of the current period. The matter was addressed in the context of our audit of the nonconsolidated financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on the matter.

Valuation of the shares of subsidiaries and associates


Key Audit Matter Description How the Key Audit Matter Was Addressed in the Audit
The Fast Retailing group consists of 125 consolidated Our audit procedures related to this key audit matter included the
subsidiaries and 3 associates accounted for using the equity following, among others:
method.
The shares of subsidiaries and associates were JPY 622,796 ▪ Assessment of the design and operating effectiveness of the
million, represented 44.7% of the Company’s total assets on relevant controls over the investments in subsidiaries and
the balance sheet as at 31 August 2023. associates to address the appropriateness of the net realizable
value calculated by management in accordance with the
The shares of subsidiaries and associates do not have a market internal policies, including review and approval. In addition,
price and the valuation method is described in "Notes the testing of accuracy and completeness of the financial
(Investment securities)". information of significant subsidiaries used in the controls.

The impairment of the shares of subsidiaries and associates ▪ Evaluation of the reliability of the financial information of
without market price is determined by comparing the cost with significant subsidiaries used as a basis of calculating the net
the net realizable value calculated based on the net assets per assets per share, by examining the audit procedures and audit
share of respective subsidiaries and associates. An impairment results of respective subsidiaries performed by their auditors.

- 195 -
loss is recognized if the net realizable value is less than 50%
of the cost. ▪ Examination of the appropriateness of management's
valuation of the shares of subsidiaries and associates by
We identified the valuation of shares of subsidiaries and comparing the cost with the net realizable value of respective
associates as a key audit matter given that the value of the subsidiaries and associates.
shares without market price is material on the balance sheet.

Other Information

Management is responsible for the other information. Audit & Supervisory Board Members and Audit & Supervisory Board are
responsible for overseeing the Directors' execution of duties relating to the design and operating effectiveness of the controls over the
other information. The other information comprises the information included in the Year-end Report, but does not include the
nonconsolidated financial statements and our auditor’s report thereon.

Our opinion on the nonconsolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the nonconsolidated financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the nonconsolidated financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Audit & Supervisory Board Members and Audit & Supervisory Board for the
Nonconsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the nonconsolidated financial statements in accordance with
accounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable the
preparation of nonconsolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the nonconsolidated financial statements, management is responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern in accordance with accounting principles generally accepted
in Japan.

Audit & Supervisory Board Members and Audit & Supervisory Board are responsible for overseeing the Directors' execution of
duties relating to the design and operating effectiveness of the controls over the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Nonconsolidated Financial Statements


Our objectives are to obtain reasonable assurance about whether the nonconsolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these nonconsolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the nonconsolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks. The procedures selected depend on the auditor's judgment. In
addition, we obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor's report to the related disclosures in the nonconsolidated financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate whether the overall presentation and disclosures of the nonconsolidated financial statements are in accordance with
accounting principles generally accepted in Japan, as well as the overall presentation, structure and content of the nonconsolidated
financial statements, including the disclosures, and whether the nonconsolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
- 196 -
We communicate with Audit & Supervisory Board Members and Audit & Supervisory Board regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

We also provide Audit & Supervisory Board Members and Audit & Supervisory Board with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan

Our firm and its designated engagement partners do not have any interest in the Company which is required to be disclosed pursuant to
the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor's Report

This is an English translation of the independent auditor's report as required by the Financial Instruments and Exchange Act of Japan
for the conveniences of the reader.

- 197 -
Internal Control Report
1. Basic framework of internal control in connection with financial reporting
Chairman, President and CEO Tadashi Yanai and Chief Financial Officer Takeshi Okazaki hold responsibility for the preparation
and management of internal controls in connection with financial reporting for the Company, its consolidated subsidiaries and
associates (hereinafter, the “Group”). The preparation and management of internal controls in connection with financial reporting
are conducted in accordance with the basic framework of internal controls described in the “On the Setting of the Standards and
Practice Standards for Management Assessment and Audit concerning Internal Control Over Financial Reporting - Council
Opinions”, published by the Business Accounting Council.

The basic elements of our internal controls are organically interconnected, and function as a single whole. Our aim is to achieve
their purposes within a reasonable range. For this reason, these internal controls on financial reporting may not completely prevent
or discover all misstatements in the financial reports.

2. Scope of evaluation, book-close dates, and evaluation procedures


The internal control evaluation of our financial reports was made on 31 August 2023, which was the last day of the fiscal year
under review. This evaluation was made using generally accepted internal control evaluation standards for financial reports.

This evaluation was started with an evaluation of internal controls that have a significant influence on our consolidated financial
reports as a whole (company-wide internal controls). The operational processes to be evaluated were selected on the basis of this
evaluation. In the evaluation of these operational processes, the selected operational processes were analyzed, and the key points of
internal controls that might have a significant influence on the credibility of financial reports were categorized. Then, the status of
preparation and operation was evaluated in terms of these key points of internal controls to determine the effectiveness of the
internal controls.

The scope of the evaluation of the internal controls on financial reporting is of great importance, both fiscally and qualitatively, for
the credibility of the Group’s financial reports. The methods and procedures employed are:

Based on the principle that the operational procedures for the entire Company’s internal controls, accounts, and financial reports
should best be evaluated from a company-wide perspective, these evaluations are performed for the Group as a whole. However,
because some consolidated subsidiaries are very small, both fiscally and qualitatively, they are not included within the scope of the
evaluation.

Regarding operational procedures, based on the results of the company-wide evaluation of internal controls, and as an indicator of
sales (adjusted to exclude intra-group sales) for each of our businesses in the fiscal year under review, those businesses that make
up roughly two-thirds of consolidated sales in the fiscal year under review are designated “important businesses. ” The selected
important businesses are evaluated in terms of broad indicators such as sales, accounts receivable, inventories and other operational
procedures. Next, the impact on the Group’s financial reports is calculated. Those operational procedures that are of particular
importance are added to the evaluation process.

3. Results of evaluation
Based on the evaluation results discussed above, it was determined that the Group’s internal controls on financial reports were
effective as at the end of the fiscal year under review.

4. Additional items
None

5. Special items
None

- 198 -
Confirmation Note
1. The Company’s Chairman, President and CEO Tadashi Yanai and Chief Financial Officer Takeshi Okazaki have reviewed the
contents of the financial reports for the Company’s 62nd fiscal year (1 September 2022 – 31 August 2023), and confirm they are
true, based on the Financial Instruments and Exchange Law.

2. Special items
None

- 199 -

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