ASICS Corporation 7-1-1, Minatojima-Nakamachi, Chuo-Ku, Kobe, Hyogo

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Note: This Notice is an excerpt translation of the Japanese original for reference purposes only. In the event of any discrepancy between this translated Notice and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. Securities Code: 7936 March 7, 2019 Dear Shareholders, Yasuhito Hirota President and COO, Representative Director ASICS Corporation 7-1-1, Minatojima-Nakamachi, Chuo-ku, Kobe, Hyogo

Notice of the 65th Ordinary General Meeting of Shareholders

You are cordially invited to attend the 65th Ordinary General Meeting of Shareholders of ASICS Corporation (hereinafter, the “Company” or “we”), to be held as described below. If you are unable to attend the meeting, you may exercise your voting rights by postal voting or electronic voting (via the Internet, etc.). Please examine the “Reference Documents for General Meeting of Shareholders” hereinafter described and return to us the enclosed Voting Form or exercise your voting rights using the voting rights exercise website designated by the Company (https://evote.tr.mufg.jp/), indicating whether you are for or against the proposals. Your voting shall be received by us no later than 5:40 p.m. on Wednesday, March 27, 2019 (Japan Standard Time).

Details

1. Date and Time: Thursday, March 28, 2019, at 10:00 a.m. (Doors open at 9:00 a.m.)

2. Place: Kobe Portopia Hotel, B1 of the Main Building, Kairaku-no-ma (Room Kairaku) 6-10-1, Minatojima-Nakamachi, Chuo-ku, Kobe, Hyogo

3. Agenda: Matters to be reported: 1. Report on the Business Report, the Consolidated Financial Statements, and the results of audit on the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 65th fiscal year ended December 31, 2018 (January 1, 2018 - December 31, 2018) 2. Report on the Non-Consolidated Financial Statements for the 65th fiscal year ended December 31, 2018 (January 1, 2018 - December 31, 2018) Matters to be resolved: Proposal 1: Appropriation of the Surplus Proposal 2: Election of Eleven Directors Proposal 3: Election of One Audit & Supervisory Board Member Proposal 4: Determination of Compensation for Allotting Restricted Shares to Directors (excluding Outside Directors)

Reference Documents for General Meeting of Shareholders

Proposals and Reference Information

Proposal 1: Appropriation of the Surplus

The Company recognizes the return of profits to shareholders as one of the management’s top priorities. Regarding the shareholder return policy, the Company shall flexibly acquire its treasury stocks, in line with stock price levels and market conditions, to the end of achieving a total return ratio of 50% during the four years from FY 2017 through FY 2020. The Company recorded net loss due to business restructuring expenses, etc.; however, given that such loss is temporary, we propose that the year-end dividends for the 65th fiscal year will be 12 yen per share.

As a result, including the interim dividend of 12 yen already paid, the annual dividend for the 65th fiscal year will be 24 yen per share.

Details of the year-end dividends (1) Type of dividend property Cash (2) Allotment of dividend property and total amount thereof Common stock of the Company 12 yen per share Total amount of the dividends 2,264,462,508 yen (3) Effective date for the dividends from the surplus March 29, 2019

Proposal 2: Election of Eleven Directors The terms of office of all ten Directors will expire at the conclusion of this General Meeting of Shareholders. Therefore, the Company proposes to elect eleven Directors. If this proposal is approved, four out of the eleven Directors will be Independent Outside Directors. In order to ensure fairness and transparency on the nomination of Directors, the Board of Directors consults with the Nominating and Compensation Committee, the majority of which consists of Independent Outside Directors, with respect to the nomination of all of the Director candidates. The resolution concerning the nomination is resolved at the Board of Directors meeting, while respecting the opinions of the Committee. All four candidates for Outside Directors in this proposal satisfy the “Selection Criteria for Independent Outside Directors and Independent Outside Audit & Supervisory Board Members” on 16 to 17 (hereinafter, “Independency Criteria”), and are deemed to be independent. The Company intends to notify the Tokyo Stock Exchange of status of all candidates as independent directors. The candidates for the Directors are as follows: Status of attendance to Number of Position and areas of No. Name Board of years in office responsibility in the Company Directors as Director meeting Chairman and CEO, 14 years and 1 Motoi Oyama Reappointment Representative Director 13/13 (100%) 9 months President and COO, 2 Yasuhito Hirota Reappointment Representative Director 10/10 (100%) 1 year 3 Hokuto Nakano Reappointment Director 10/10 (100%) 1 year Director, General Manager of 4 Reappointment 2 years Tsuyoshi Nishiwaki China Division 13/13 (100%) Director, Senior General 5 Naoki Matsushita Reappointment Manager of Sports Marketing 10/10 (100%) 1 year Division

6 Shinji Senda New candidate Executive Officer — — Executive Officer, Head of 7 New candidate — Ryoji Shoda Onitsuka Tiger Company — Reappointment Independent Outside 5 years and 8 Outside Director Katsuro Tanaka Director 13/13 (100%) 9 months Independent Director Reappointment Independent Outside 4 years and 9 Outside Director Takeshi Hanai Director 12/13 (92.3%) 9 months Independent Director Reappointment Independent Outside 10 Outside Director 3 years Hitoshi Kashiwaki Director 13/13 (100%) Independent Director Reappointment Independent Outside 11 Outside Director 1 year Kazuo Sumi Director 8/10 (80%) Independent Director (Note) Status of attendance to Board of Directors meeting of Yasuhito Hirota, Hokuto Nakano, Naoki Matsushita and Kazuo Sumi refers to the Board of Directors meetings held after their appointments on March 29, 2018.

Name Career summary, positions and areas of responsibility in the Company, No. (Date of birth) and important concurrent positions outside the Company April 1974 Joined Nissho Iwai Corporation (currently Sojitz Corporation) (Retired in December 1981) January 1982 Joined the Company January 1997 General Manager, Walking Department, Footwear Division July 2001 President and Chief Operating Officer of ASICS Europe B.V. Inside Reappointment Director June 2004 Director, Senior General Manager of Marketing Division and President and Chief Operating Officer of ASICS Europe B.V. April 2005 Director in charge of Overseas, Senior General Manager of Motoi Oyama (February 2, 1951) Marketing Division, General Manager of Marketing Department and Chairman & CEO, ASICS Europe B.V.  Number of years in office as Director: 14 years and 9 months July 2006 Managing Director, in charge of Overseas Affairs, Senior General Manager of Marketing Division  Number of the Company’s shares owned: 41,241 and Chairman & CEO, ASICS Europe B.V.

1  Status of attendance to Board of August 2007 Managing Director, in charge of Overseas and Corporate Strategy Directors meeting: 13/13 Department, Senior General Manager of Marketing Division and (100%) Chairman & CEO, ASICS Europe B.V. April 2008 President and Representative Director April 2011 President and CEO, Representative Director March 2017 Chairman, President and CEO, Representative Director March 2018 Chairman and CEO, Representative Director (present) Since assuming the position of President and Representative Director in April 2008, Mr. Oyama has been promoting structural reforms and working on strengthening and expanding business operations on a global scale. He has also been working on Reason for the strengthening corporate governance, as a chairman of the Board of Directors meeting, nomination as through the introduction of Outside Directors, the establishment of Nominating and candidate for Director Compensation Committee, and the evaluation of effectiveness of the Board of Directors. The Company believes he is capable of putting its corporate philosophy into practice and executing business strategy, and thus proposes his re-election as Director.

Name Career summary, positions and areas of responsibility in the Company, No. (Date of birth) and important concurrent positions outside the Company April 1980 Joined Mitsubishi Corporation April 2010 Senior Vice President, General Manager, Corporate Administration Dept. April 2011 Senior Vice President, Senior Assistant to Senior Executive Vice President, Corporate Functional Officer, Corporate Communications, Corporate Administration, CSR & Environmental Affairs, Legal, Human Resources, General Manager, Corporate Administration Dept. Inside Reappointment Director April 2014 Executive Vice President, Corporate Communications, Corporate Administration, CSR & Environmental Affairs, Legal, Yasuhito Hirota Human Resources (November 5, 1956) June 2014 Representative Director, Member of the Board, Executive Vice  Number of years in office as President, Corporate Communications, Corporate Director: 1 year Administration, CSR & Environmental Affairs, Legal, Human  Number of the Company’s Resources shares owned: 2,727 April 2016 Representative Director, Member of the Board, Executive Vice 2  Status of attendance to Board of Directors meeting: 10/10 President, Corporate Communications, Corporate (100%) Administration, CSR & Environmental Affairs, Legal, Human Resources, Chief Compliance Officer April 2017 Representative Director, Member of the Board, Executive Vice President, Corporate Functional Officer, Geography Strategy for Japan, General Manager, Kansai Branch (Retired in January 2018) January 2018 Advisor of the Company March 2018 President and COO, Representative Director (present) Since assuming the position of President and COO, Representative Director in March 2018, Mr. Hirota has formulated an action plan for the Five-Year Strategic Plan, “ASICS Growth Plan (AGP) 2020,” and promoted the development of Reason for the business management structure based on a product categories, the establishment nomination as of China Division and Onitsuka Tiger Company, and the digital strategy. The candidate for Director Company believes he is capable of putting the Company’s corporate philosophy into practice and executing its business strategy, and thus proposes his re-election as Director.

Name Career summary, positions and areas of responsibility in the Company, No. (Date of birth) and important concurrent positions outside the Company April 1983 Joined The Industrial Bank of Japan, Ltd. (currently Mizuho Bank, Ltd.) April 2002 Senior Manager, Europe Treasury Office (London), Trading Planning Division of Mizuho Corporate Bank, Ltd. (currently Mizuho Bank, Ltd.) May 2004 Deputy General Manager, Forex Division of Mizuho Corporate Bank, Ltd. April 2008 General Manager, Credit & Alternative Investment Division of Inside Reappointment Director Mizuho Corporate Bank, Ltd.

April 2009 General Manager, Forex Division of Mizuho Corporate Bank, Hokuto Nakano Ltd. (December 22, 1959) April 2010 Executive Officer, General Manager of Forex Division of  Number of years in office as Mizuho Corporate Bank, Ltd. Director: 1 year April 2014 Managing Executive Officer, Head of East Asia of Mizuho  Number of the Company’s shares owned: 1,636 Bank, Ltd. October 2015 Managing Executive Officer, Head of East Asia of Mizuho 3  Status of attendance to Board of Directors meeting: 10/10 Financial Group, Inc. (100%) April 2016 Managing Executive Officer, Deputy Head of Global Markets Group (Overseas, Head of Market Business and Head of Financial Strategy Planning Business for Large Corporations) of Mizuho Securities Co., Ltd. (Retired in December 2017) January 2018 Advisor of the Company March 2018 Director of the Company (present) In charge of Assistant to the President, Regional Strategy Division, DTC Division, SCM Promotion Division, Sales Subsidiary, ASICS Trading, HAGLÖFS and Business Development Division Mr. Nakano has abundant international experience and knowledge as a corporate manager of financial institution. As Director managing segments of management, regional strategy, Reason for the SCM and business development, he has appropriately engaged in the important business nomination as executions, decision-making and supervision regarding management. The Company candidate for Director believes he is capable of putting the Company’s corporate philosophy into practice and executing business strategy, and thus proposes his re-election as Director.

Name Career summary, positions and areas of responsibility in the Company, No. (Date of birth) and important concurrent positions outside the Company April 1987 Joined the Company April 2009 General Manager of Function Study Department, ASICS Institute of Sport Science April 2010 Deputy Senior General Manager of ASICS Institute of Sport Inside Reappointment Science and General Manager of Function Study Department Director April 2012 Director of ASICS Institute of Sport Science Tsuyoshi Nishiwaki April 2014 Executive Officer of the Company, Senior General Manager of (February 27, 1964) ASICS Institute of Sport Science and Deputy Senior General Manager of Global Footwear Division (in charge of technical  Number of years in office as Director: 2 years development) Executive Officer of the Company, Senior General Manager of  Number of the Company’s January 2016 shares owned: 10,243 ASICS Institute of Sport Science and Deputy Senior General Manager of Global Footwear Development and Production  Status of attendance to Board of 4 Directors meeting: 13/13 Division (in charge of technical development) (100%) March 2017 Director, Executive Officer of the Company, Senior General Manager of ASICS Institute of Sport Science January 2018 Director (present) In charge of ASICS Institute of Sport Science, Performance Running Footwear Division, Easy Running & AT&TR Footwear Division, Core Performance Sport Footwear Division, Footwear Production Division, Apparel & Equipment Division, Onitsuka Tiger Division Mr. Nishiwaki has abundant experience and knowledge in the realms of research & development as well as expertise as a doctor of engineering. As Director managing Reason for the segment of research, development and production, he has appropriately engaged in the nomination as candidate important business executions, decision-making and supervision regarding management. for Director The Company believes he is capable of putting the Company’s corporate philosophy into practice and executing business strategy, and thus proposes his re-election as Director.

Name Career summary, positions and areas of responsibility in the Company, No. (Date of birth) and important concurrent positions outside the Company April 1982 Joined the Company April 2010 General Manager of T&F and Running Promotion Department, Marketing Division April 2012 General Manager of Field Sport Promotion Department, Inside Marketing Division, ASICS Japan Head Office Director Reappointment January 2013 Senior General Manager, Marketing Division, Marketing Head Naoki Matsushita Office of ASICS Japan Corporation (May 1, 1959) April 2014 Director, Senior General Manager, Marketing Division of  Number of years in office as ASICS Japan Corporation Director: 1 year May 2015 General Manager of Sport Marketing Department, Global Brand  Number of the Company’s shares owned: 8,339 Marketing Division of the Company and Director, Senior General Manager, Marketing Division of ASICS Japan 5  Status of attendance to Board of Directors meeting: 10/10 Corporation (100%) May 2016 Director of ASICS Japan Corporation January 2017 Senior General Manager of Global Sport Marketing Division of the Company and Director of ASICS Japan Corporation January 2018 Executive Officer, Senior General Manager of Sport Marketing Division of the Company (present) Mr. Matsushita has abundant experience and knowledge in marketing segment. As Director managing segments of sports marketing and marketing, he has appropriately Reason for the engaged in the important business executions, decision-making and supervision regarding nomination as candidate management. The Company believes he is capable of putting the Company’s corporate for Director philosophy into practice and executing business strategy, and thus proposes his re-election as Director.

Name Career summary, positions and areas of responsibility in the Company, No. (Date of birth) and important concurrent positions outside the Company April 1980 Joined the Company April 2008 General Manager of Athletic Planning and Development Department, Footwear Division April 2009 General Manager of Running/Sport Style Development Department, Footwear Division May 2010 Seconded to ASICS America Corporation

Inside September 2014 Seconded to ASICS BRASIL LTDA Director New appointment December 2015 Leader of Innovation Works Lab, Global Footwear Product & Shinji Senda Merchandising Division (March 1, 1962) January 2017 Senior General Manager of Global Easy Running & Training  Number of the Company’s Footwear Division 6 shares owned: 863 January 2018 Executive Officer, Senior General Manager of Easy Running & AT&TR Footwear Division October 2018 Executive Officer (present)

In charge of ASICS Institute of Sport Science, Performance Running Footwear Division, Sport Style Footwear Division, Core Performance Sport Footwear Division, Footwear Production Division, Apparel & Equipment Division, Business Intelligence Division Ar. Senda has abundant experience and knowledge in research, development and Reason for the production segments in Japan and overseas. The Company believes he is capable of nomination as candidate appropriately engaging in important business executions, decision-making and supervision for Director regarding management as well as putting its corporate philosophy into practice and executing business strategy, and thus proposes his election as Director.

Name Career summary, positions and areas of responsibility in the Company, No. (Date of birth) and important concurrent positions outside the Company February 2011 Joined the Company April 2011 General Manager of Onitsuka Tiger Business Division, ASICS Japan Head Office January 2013 General Manager of Onitsuka Tiger Business Division of ASICS Japan Corporation May 2015 General Manager of Lifestyle Department, Global Product Marketing Division of the Company, General Manager of Lifestyle Business Division of ASICS Japan Corporation January 2016 Director, General Manager of Lifestyle Business Division and Inside Director New appointment HAGLÖFS Business Division of ASICS Japan Corporation July 2016 Senior General Manager of Global Lifestyle Division of the Ryoji Shoda Company, Director in charge of Lifestyle Division of ASICS (August 14, 1963) Japan Corporation  Number of the Company’s January 2018 Executive Officer, Senior General Manager of Onitsuka Tiger 7 shares owned: 218 Division of the Company, Director in charge of Lifestyle

Division of ASICS Japan Corporation April 2018 Executive Officer, Senior General Manager of Onitsuka Tiger Division of the Company, Director in charge of Lifestyle Division and General Manager of HAGLÖFS Business Division of ASICS Japan Corporation October 2018 Executive Officer, Head of Onitsuka Tiger Company of the Company, In charge of Onitsuka Tiger Company, Walking Division

Mr. Shoda has abundant experience and knowledge in lifestyle segment. The Company Reason for the believes he is capable of appropriately engaging in important business executions, nomination as candidate decision-making and supervision regarding management as well as putting the its for Director corporate philosophy into practice and executing business strategy, and thus proposes his election as Director.

Name Career summary, positions and areas of responsibility in the Company, No. (Date of birth) and important concurrent positions outside the Company April 1970 Registered as Attorney at Law Independent Reappointment Outside Director October 1990 Established TMI Associates, Senior Managing Partner (present) Independent Director April 2011 Visiting Professor of University of Tokyo Graduate Schools for Law and Politics (Retired in September 2013) Katsuro Tanaka (June 5, 1945) June 2012 Outside Audit & Supervisory Board Member of The Kagoshima Bank, Ltd. (Retired in September 2015)  Number of years in office as Director: 5 years and 9 months June 2013 Outside Director of the Company (present)

 Number of the Company’s October 2015 Outside Audit & Supervisory Board Member of Kyushu Financial shares owned: 4,312 Group, Inc. (present)  Status of attendance to Board of Directors meeting: 13/13 (100%) Attorney at Law (Senior Managing Partner of TMI Associates) Audit & Supervisory Board Member of Kyushu Financial Group, Inc. (outside) Mr. Tanaka has appropriately engaged in decision-making and supervision with respect to management based on his abundant experience and professional perspective related to international and corporate legal affairs as an international attorney at law. Based on these Reason for the factors, the Company believes he will continue to appropriately supervise and advise the nomination as candidate Board of Directors, and thus proposes his election as Outside Director. for Outside Director Although he has not been directly involved in the management of a company, the Company believes he is capable of appropriately fulfilling the duties of an Outside Director 8 given his management experience in law firms as noted above. Because there is no relationship between the Company and Mr. Tanaka involving the receipt of cash, etc., other than the payment of compensation for Directors, there is no danger of conflict of interest with ordinary shareholders. Although the Company entrusts legal work to other Attorneys at Law at TMI Associates, at which Mr. Tanaka serves as Senior Managing Partner, the compensation paid by the Company to TMI Associates amounted to less than 1% of the law office’s total Matters regarding compensation, which is the Independency Criteria for judging on independence. Therefore, independence TMI Associates does not fall in an organization that receives large amounts of money or other financial assets from the Company group. There is no conflict of interest between the Company and the companies he serves concurrently. Therefore, Mr. Tanaka satisfies the Independency Criteria and is deemed to be independent. The Company has notified the Tokyo Stock Exchange of his status as independent director. The Company intends to continue this notification if he is reelected. Pursuant to the provisions of Article 427(1) of the Companies Act, the Company has entered into a contract limiting liability for damages provided for in Article 423(1) with Limited liability him. The maximum amount of liability for damages under the contract is the amount contract stipulated by laws and regulations. If he is reelected, the Company intends to extend this limited liability contract.

Name Career summary, positions and areas of responsibility in the Company, No. (Date of birth) and important concurrent positions outside the Company April 1977 Joined The Industrial Bank of Japan, Limited (currently Mizuho Bank, Ltd.) March 2006 Managing Executive Officer, Head of Asia & Oceania of Mizuho Corporate Bank, Ltd. (currently Mizuho Bank, Ltd.) June 2007 Managing Executive Officer of the said Company, Chairman of Mizuho Corporate Bank (China), Ltd., Chief Regional Representative of Mizuho China April 2008 Managing Executive Officer, Head of Corporate Banking of the said Company Independent Reappointment Outside Director April 2009 Advisor of the said Company (Retired in April 2009) Independent Director May 2009 Managing Executive Officer of Rakuten, Inc. March 2010 Managing Executive Officer and Director of the said Company Takeshi Hanai (Retired in July 2011) (October 16, 1954) August 2011 Senior Advisor of Kowa Real Estate Co., Ltd. (currently Nippon  Number of years in office as Steel Kowa Real Estate Co., Ltd.) (Retired in June 2015) Director: 4 years and 9 months July 2012 Senior Advisor of Corporate Directions, Inc. (present)  Number of the Company’s shares owned: 7,538 June 2013 Outside Audit & Supervisory Board Member of NEXT Co., Ltd.

 Status of attendance to Board of (currently LIFULL Co., Ltd.) (present) Directors meeting: 12/13 June 2014 Outside Director of the Company (present) (92.3%) Outside Director of Maruwn Corporation (present) June 2014 June 2015 Outside Director of Nippon Seisen Co., Ltd. (present) June 2017 Outside Director of TATSUTA Electric Wire and Cable Co., Ltd. (present) 9 Outside Audit & Supervisory Board Member of LIFULL Co., Ltd Outside Director of Maruwn Corporation Outside Director of Nippon Seisen Co., Ltd. Outside Director of TATSUTA Electric Wire and Cable Co., Ltd. Mr. Hanai has appropriately engaged in decision-making and supervision with respect to Reason for the management based on his abundant international experience and professional perspective nomination as candidate both as a corporate manager of a financial institution and in the internet services industry. for Outside Director Based on these factors, the Company believes he will continue to appropriately supervise and advise the Board of Directors, and thus proposes his election as Outside Director. Because there is no relationship between the Company and Mr. Hanai involving the receipt of cash, etc., other than the payment of compensation for Directors, there is no danger of conflict of interest with ordinary shareholders. There is no conflict of interest between the Company and the companies he serves concurrently. Matters regarding In addition, although Mr. Hanai has previously served at Mizuho Bank, Ltd., which is one independence of the main financial institutions with which the Company has business relationship, more than nine years have passed since he retired from the said bank. Therefore, Mr. Hanai satisfies the Company’s Independency Criteria and is deemed to be independent. The Company has notified the Tokyo Stock Exchange of his status as independent director. The Company intends to continue this notification if he is reelected. Pursuant to the provisions of Article 427(1) of the Companies Act, the Company has entered into a contract limiting liability for damages provided for in Article 423(1) with Limited liability him. The maximum amount of liability for damages under the contract is the amount contract stipulated by laws and regulations. If he is reelected, the Company intends to extend this limited liability contract.

Name Career summary, positions and areas of responsibility in the Company, No. (Date of birth) and important concurrent positions outside the Company April 1981 Joined Japan Recruit Center Co., Ltd. (currently Recruit Holdings Co., Ltd.) April 1994 General Manager of Finance Department of Recruit Co., Ltd. (currently Recruit Holdings Co., Ltd.) June 1997 Board Director of the said Company June 2001 Board Director and Managing Corporate Executive Officer of the Independent Reappointment said Company Outside Director April 2003 Representative Director and Managing Corporate Executive Officer Independent Director (COO) of the said Company June 2003 President, COO, and Representative Director of the said Company Hitoshi Kashiwaki (September 6, 1957) April 2004 President, CEO, and Representative Director of the said Company

 Number of years in office as April 2012 Board Director of the said Company (Retired in June 2014) Director: 3 years December 2012 Outside Director, Member of the Board of Suntory Beverage &  Number of the Company’s Food Limited (Retired in March 2015) shares owned: 3,822 August 2015 Advisor of the Company  Status of attendance to Board of Directors meeting: 13/13 March 2016 Outside Director of the Company (present) (100%) May 2016 Outside Director of Matsuya Co., Ltd. (present) June 2018 Outside Director of Tokyo Broadcasting System Holdings, Inc. (present) 10 Outside Director of Matsuya Co., Ltd. Outside Director of Tokyo Broadcasting System Holdings, Inc. Mr. Kashiwaki has appropriately engaged in decision-making and supervision with respect Reason for the to management based on his abundant experience and professional perspective as a nomination as candidate corporate manager in the information services industry. Based on these factors, the for Outside Director Company believes he will continue to appropriately supervise and advise the Board of Directors, and thus proposes his re-election as Outside Director. Because there is no relationship between the Company and Mr. Kashiwaki involving the receipt of cash, etc., other than the payment of compensation for Directors, there is no danger of conflict of interest with ordinary shareholders. There is no conflict of interest between the Company and the companies he serves Matters regarding concurrently. independence Therefore, Mr. Kashiwaki satisfies the Company’s Independency Criteria and is deemed to be independent. The Company has notified the Tokyo Stock Exchange of his status as independent director. The Company intends to continue this notification if he is reelected. Pursuant to the provisions of Article 427(1) of the Companies Act, the Company has entered into a contract limiting liability for damages provided for in Article 423(1) with Limited liability him. The maximum amount of liability for damages under the contract is the amount contract stipulated by laws and regulations. If he is reelected, the Company intends to extend this limited liability contract.

Name Career summary, positions and areas of responsibility in the Company, No. (Date of birth) and important concurrent positions outside the Company April 1973 Joined Hankyu Corporation June 2000 Director, General Manager of Railway Business Division of Hankyu Corporation April 2002 Director, General Manager of Railway Business Division and General Manager of Control Division of Hankyu Corporation June 2002 Managing Director, in charge of Railway Business Division and Independent Reappointment Control Division of Hankyu Corporation Outside Director June 2003 President and Representative Director of Hankyu Corporation Independent Director April 2005 President and Representative Director of Hankyu Holdings, Inc. Kazuo Sumi October 2006 President and Representative Director of Hankyu Hanshin (April 19, 1949) Holdings, Inc.

 Number of years in office as October 2007 Director of H2O RETAILING CORPORATION (present) Director: 1 year March 2014 Chairman and Representative Director of Hankyu Corporation  Number of the Company’s (present) shares owned: 1,363 April 2015 Outside Director of TOKYO RAKUTENCHI Co., Ltd. (present)  Status of attendance to Board of Directors meeting: 8/10 (80%) May 2016 Outside Director of TOHO CO., LTD. (present) June 2017 Chairman and Representative Director, Group CEO of Hankyu Hanshin Holdings, Inc. (present) Chairman and Representative Director, Group CEO of Hankyu Hanshin Holdings, Inc. Director of H2O RETAILING CORPORATION Outside Director of Tokyo RAKUTENCHI Co., Ltd. 11 Outside Director of TOHO CO., LTD. Mr. Sumi has appropriately engaged in decision-making and supervision with respect to Reason for the management based on his abundant experience and professional perspective as a corporate nomination as candidate manager in passenger railway industry for Outside Director Based on these factors, the Company believes he will continue to appropriately supervise and advise the Board of Directors, and thus proposes his re-election as Outside Director. Because there is no relationship between the Company and Mr. Sumi involving the receipt of cash, etc., other than the payment of compensation for Directors, there is no danger of conflict of interest with ordinary shareholders. Although the Company group sells their products to a subsidiary of H2O RETAILING CORPORATION for which he serves as director, the transaction amount was less than Matters regarding 2%, the Independency Criteria for judging on independence and therefore it does not fall independence in a major business partner of the Company group. There is no conflict of interest between the Company and the companies he serves concurrently. Therefore, Mr. Sumi satisfies the Company’s Independency Criteria and is deemed to be independent. The Company has notified the Tokyo Stock Exchange of his status as independent director. The Company intends to continue this notification if he is reelected. Pursuant to the provisions of Article 427(1) of the Companies Act, the Company has entered into a contract limiting liability for damages provided for in Article 423(1) with Limited liability him. The maximum amount of liability for damages under the contract is the amount contract stipulated by laws and regulations. If he is reelected, the Company intends to extend this limited liability contract. Notes: 1. There is no conflict of interest between each candidate for Director and the Company. 2. Katsuro Tanaka, Takeshi Hanai, Hitoshi Kashiwaki and Kazuo Sumi are candidates for Outside Directors.

Proposal 3: Election of One Substitute Audit & Supervisory Board Member Since the Company’s resolution electing of a substitute Audit & Supervisory Board Member will expire at the start of this General Meeting of Shareholders, the Company proposes to elect one substitute Audit & Supervisory Board Member, in preparation for a case where the number of the Company’s Audit & Supervisory Board Members falls short of the number required by laws and regulations. The Company has obtained the consent of the Audit & Supervisory Board for this proposal. The candidate for the substitute Audit & Supervisory Board Member is as follows:

Name Career summary, positions in the Company, (Date of birth) and important concurrent positions outside the Company November 1971 Joined Tohmatsu Aoki & Co. (currently Deloitte Touche Tohmatsu LLC) March 1975 Registered as certified public accountant May 1993 Representative Partner of Tohmatsu & Co. (currently Deloitte Touche Tohmatsu LLC) (Retired in December 2010) June 2001 Chairman of the Kinki Chapter of the Japanese Institute of Certified Public Accountants July 2001 Deputy President of the Japanese Institute of Certified Public

Independent Outside Accountants Headquarters Audit & Supervisory Reappointment Board Member July 2004 Auditor of the Japanese Institute of Certified Public Accountants Independent Audit & Headquarters (Retired in July 2007) Supervisory Board Member April 2006 Professor of Ritsumeikan University Graduate School of Hirofumi Onishi (January 1, 1946) Management (Retired in March 2015) June 2011 Outside Corporate Auditor of SEKISUI CHEMICAL CO., LTD.  Number of the Company’s shares owned: 0 (Retired in June 2015) June 2015 Outside Director of GS Yuasa Corporation (Retired in June 2018) March 2016 Outside Substitute Audit & Supervisory Board Member of the Company (present) June 2016 Outside Audit & Supervisory Board Member of NCS&A CO., LTD. (present) Certified public accountant Outside Audit & Supervisory Board Member of NCS&A CO., LTD. The Company believes Mr. Onishi will appropriately conduct audits based on his abundant experience and professional perspective as a certified public accountant, and thus proposes Reason for the nomination as his election as a substitute Outside Audit & Supervisory Board Member. candidate for substitute Outside Audit & Supervisory Although he has not been directly involved in the management of a company, the Board Member Company believes he is capable of appropriately fulfilling the duties of an Outside Audit & Supervisory Board Member given his management experience in auditing firms as referred to above. Because there is no conflict of interest between the Company and Mr. Onishi, there is no danger of conflict of interest with ordinary shareholders. There is no conflict of interest between the Company and the companies he serves concurrently. Therefore, Mr. Onishi satisfies the Company’s Independency Criteria and is deemed to be Matters regarding independence independent. The Company intends to notify the Tokyo Stock Exchange of his status as independent audit & supervisory board member based on the regulations of the Tokyo Stock Exchange, Once he is elected and assumes the position as Outside Audit & Supervisory Board Member. Once he is elected and assumes the position as Outside Audit & Supervisory Board Member, pursuant to the provisions of Article 427(1) of the Companies Act, the Company Limited liability contract intends to enter into a contract limiting liability for damages provided for in Article 423(1) with him. The maximum amount of liability for damages under the contract is the amount stipulated by laws and regulations.

Notes:

1. There is no conflict of interest between the candidate for substitute Audit & Supervisory Board Member and the Company. 2. Hirofumi Onishi is a candidate for substitute Outside Audit & Supervisory Board Member.

[Reference] Selection Criteria for Independent Outside Directors and Independent Outside Audit & Supervisory Board Members

In order to ensure proper corporate governance, the Company prescribes its own unique “Selection Criteria for Independent Outside Directors and Independent Outside Audit & Supervisory Board Members” concerning the aptitude and independency of outside officers. The contents of these provisions are as follows.

Article 1 (Requirements of Outside Officers) 1. The requirements of an Outside Director and an Outside Audit & Supervisory Board Member of the Company (hereinafter referred to as “outside officer”) are prescribed herein. 2. The requirements of outside officers shall be satisfied at the time of election and during the period of office.

Article 2 (Requirements concerning the Aptitude of Outside Officers) An outside officer shall possess a proven track record, abundant experience and expertise as a corporate executive, attorney at law, certified public accountant, or an academic, as required to carry out business expansion at a global level while strengthening corporate governance in the Company Group (the Company and its subsidiaries and affiliates) that operates its business globally.

Article 3 (Requirements concerning the Independency) 1. In order to secure the outside officer’s independency from the Company Group, each of the following items shall be satisfied. (1) The outside officer shall have never been an officer, accounting advisor, or employee of the Company Group (the Company and its subsidiaries and affiliates). (2) The outside officer shall not be and have not been over the past five years; a. (i) A major shareholder of the Company Group (a shareholder who holds 10% or more of total voting rights, including indirect holding), or an employee, etc. (i.e., executive officer or employee who executes business) of an organization that is a major shareholder of the Company Group (ii) An employee, etc. of an organization for which the Company Group is a major shareholder b. A main lender of the Company Group (a lender to whom the Company Group owes, at the end of respective fiscal year, the amount equivalent to or more than 2% of the value of the Company’s consolidated total assets), or an employee etc. of a main lender of the Company Group (if the main lender is a corporate group, then the group shall satisfy this item; the same shall apply hereinafter) c. An employee, etc. of a lead-manager securities company of the Company Group d. (i) A major business partner of the Company Group (2% or more of consolidated net sales during one fiscal year) or an employee, etc. of a major business partner (ii) A person for whom the Company Group is a major business partner or an employee, etc. of an organization for whom the Company Group is a major business partner e. A person belonging to the auditing firm that is the accounting auditor of the Company Group f. A person who receives from the Company Group large amounts of money or other financial assets (10 million yen or more in one fiscal year) as a consultant, accounting specialist or legal expert besides the remunerations as an outside officer, or a person belonging to an organization that receives large amounts of money or other financial assets (1% or more of net sales for one fiscal year of the aforesaid organization) from the Company Group g. A person who receives a large donation (10 million yen or more in one fiscal year) from the Company Group or a person belonging to an organization that receives a large donation from the Company Group h. A person in a reciprocal relationship with the Company Group concerning the status as officers (in the event that a person belonging to an organization, in which an officer or employee of the Company Group

is an officer, etc., becomes an officer of the Company Group) (3) The outside officer shall not be a close relative (i.e., spouse or relative within two degrees of kinship) of the following persons. a. A person who is currently or was an officer or important employee of the Company Group (the Company and its subsidiaries and affiliates) b. A person who falls under any items listed in Sub-paragraph (2), Paragraph 1 of Article 3 (excluding unimportant employees and those who belong to such an organization) 2. Notwithstanding the Paragraph above, if a person is recognized as not having any conflict of interest with ordinary shareholders were the person to become an outside officer, and unanimously agreed by other outside officers who satisfy the requirement stipulated in the Paragraph above, such person may be appointed outside officer, pursuant to the Companies Act. In this case, such facts and the reasons for appointment shall be stated in the Reference Documents for General Meeting of Shareholders, the Securities Report and other relevant documents.

Proposal 4: Determination of Compensation for Allotting Restricted Shares to Directors (excluding Outside Directors) At the 59th Ordinary General Meeting of Shareholders held on June 21, 2013, it was approved that the amount of compensation for Directors shall be within 800 million yen per year and that stock acquisition rights as stock compensation-type stock options shall be granted to Directors (excluding Outside Directors) within the Directors’ compensation range as described above. In order for Directors (excluding Outside Directors) to further share benefits with shareholders and to provide Directors with incentives to contribute to the sustainable growth of the Company and improvement of corporate value, the Company proposes to allot common shares of the Company that are subject to provisions for certain transfer restriction period and acquisition by the Company without consideration, etc. (hereinafter referred to as “Restricted Shares”) to Directors (excluding Outside Directors), in lieu of the current stock compensation-type stock options. In this regard, the Company proposes that the total amount of monetary compensation claims provided to Directors (excluding Outside Directors) as compensation, etc. concerning Restricted Shares be set within the range of compensation for Directors as described above, comprehensively taking into account various matters including the degree of contribution of the Company’s Directors. The allotment of Restricted Shares is determined by comprehensively taking into account various matters including the degree of contribution of the Company’s Directors, and the Company considers the content of the allotment to be reasonable. If this proposal is approved, stock compensation-type stock options shall not be newly issued to Directors (excluding Outside Directors). The current number of the Company’s Directors is 10 (including 4 Outside Directors). If Proposal 2 is approved, the number of Directors will be 11 (including 4 Outside Directors).

Details and upper limit on the number of Restricted Shares for the Company’s Directors (excluding Outside Directors)

1. Allotment and payment for Restricted Shares The Company provides monetary compensation claims to its Directors (excluding Outside Directors) based on the resolution of the Company’s Board of Directors’ meeting as compensation concerning Restricted Shares within the limit of the above annual amount, Each Director will be allotted Restricted Shares through in-kind contribution, etc. of the monetary compensation claims. The Company’s Board of Directors shall determine the paid in amount of Restricted Shares based on the closing price of the Company’s common shares of the TSE on the business day immediately prior to the day the Board resolves to issue or dispose Restricted Shares(if the Company’s common shares are not traded on that day,the closing price on the trading day immediately prior to it), within a range that is not particularly favorable to Directors who subscribe the Restricted Shares. The above monetary compensation claims will be provided, on the condition that the Company’s Directors (excluding Outside Directors) have consented to the above in-kind contribution and have executed the Restricted Share Allotment Agreement set forth in 3. below.

2. Total number of Restricted Shares In each fiscal year, the total number of Restricted Shares allotted to Directors (excluding Outside Directors) shall be up to 900,000 shares. However, on or after the day this proposal is resolved, the total number of Restricted Shares may be adjusted reasonably if the Company’s common shares are split or consolidated(including allotment of common shares without consideration) or similar circumstances requiring adjustment to the total number of allotted Restricted Shares arise,.

3. Matters in the Restricted Share Allotment Agreement The RS Allotment Agreement to be executed between the Company and a Director who will be alloted the RS pursuant to the resolution of the Board of Directors’ meeting shall include the following: (1) Transfer restriction A Director shall not transfer pledge, establish a security interest by way of assignment, advance, bequeath, or otherwise dispose the RS allotted to him or her to a third party during a period set by the Company’s Board of Directors within the range of three to five years (hereinafter referred to as the “Restricted Period”).

(2) Acquisition of Restricted Shares without consideration The Company may automatically acquire the Restricted Shares allotted to a Director without consideration (hereinafter referred to as the “Allotted Shares”) if the Director who is allotted Restricted Shares resigns from all of the positions as a Director, Executive Officer or an employee of the Company or its subsidiaries before the Restricted Period expires, except in cases where there are any reasons considered justifiable by the Company’s Board of Directors. Of the Allotted Shares, if there are shares for which the transfer restriction has not been released in accordance with the grounds to release the transfer restriction as set forth in (3) below at the time when the Restricted Period expires, the Company will automatically acquire these shares without consideration.

(3) Release of the transfer restriction The Company shall release the transfer restriction on all or part of the Allotted Shares at the time when the Restricted Period expires, in accordance with the Company’s net sales, operating income ratio, etc. and the level of attainment of other indicators set by the Company’s Board of Directors for the fiscal year in which the Allotted Shares are allotted, provided that the Director who is allotted Restricted Shares held any of the positions as a Director, Executive Officer or employee of the Company or its subsidiaries throughout the Restricted Period. However, if the Director resigns from all of the positions as a Director, Executive Officer or employee of the Company or its subsidiaries before the Restricted Period expires for any reasons that the Company’s Board of Directors considers justifiable, the number of the Allotted Shares for which the transfer restriction is released and the timing thereof shall be adjusted reasonably as necessary.

(4) Treatment in case of reorganization, etc. By resolution of the Board of Directors’ meeting, the Company may reasonably adjust the number of Alloted Shares for which the transfer restriction is released and the timing thereof in case, during the Restricted Period, the General Meeting of Shareholders of the Copany approves a proposal for an agreement of a merger under which the Company becomes the disappearing entity, an agreement of a share exchange or a share transfer plan through which the Company becomes a wholly-owned subsidiary, or any other proposal regarding reorganization, etc. is approved at the General Meeting of Shareholders of the Company (in the case where a reorganization, etc. does not require the approval of the General Meeting of Shareholders of the Company, the Company’s Board of Directors) .

(5) Other matters to be determined by the Board of Directors Other matters with respect to the Restricted Share Allotment Agreement shall be determined by the Board of Directors and such matters shall be constitute the Restricted Share Allotment Agreement.

1. Allotment of Restricted Shares to Executive Officers The Company intends to allot restricted shares similar to the Restricted Shares described above to the Company’s Executive Officers after the conclusion of this Ordinary General Meeting of Shareholders. 2. Policy to determine the amount and calculation method of executive compensation, etc. ・Directors’ compensation The Company has established a compensation system for Directors that provides them with incentives to contribute to the sustainable growth of the Company and improvement of corporate value, within the compensation range (within 800 million yen per year) approved at the 59th Ordinary General Meeting of Shareholders held on June 21, 2013. It is the Company’s basic policy to ensure fairness and transparency in determining compensation for Directors by respecting the opinions of the Nominating and Compensation Committee. Based on the policy, the Company will revise the executive compensation system by increasing the percentage of variable compensation introducing restricted share compensation starting in the fiscal year ending December 31, 2019, as described below.

Type of Form of Details of compensation, etc. compensation, etc. payment Basic Basic compensation shall be determined by the Board of Fixed compensation Directors based on the range of compensation amounts set Money compensation (single according to grades, considering the market standard and fiscal year) inflation rate. In order to promote “business management system based on product category” which is an important target under the AGP2020 Action Plan, compensation shall be calculated in accordance with the level of achievement of quantitative and qualitative targets and determined by the Board of Directors. Performance- Evaluation of the quantitative target shall take into account the linked bonus achievement rate and year-on-year growth rate of net sales and Money (single operating income ratio of the division the Director is in charge fiscal year) of, according to the individual’s role. Evaluation of the qualitative targets shall take into account the achievement rate of the targets set by each individual. If the level of achievement of quantitative and qualitative targets is below the level set by the Board of Directors, the performance-linked bonus shall not Variable be paid. compensation The Restricted Share Compensation Plan shall be introduced from the fiscal year ending December 31, 2019, in order for Directors to further share benefits with shareholders and provide them with incentives to contribute to the sustainable growth of the Company and improvement of corporate value. The annual Restricted amount of compensation shall be allotted in advance as share restricted share compensation. The Company shall determine compensation Shares the number of Restricted Shares for which the transfer restriction (medium- to is released, in accordance with the achievement rate of net sales long- term) and operating income ratio targets for the fiscal year in which Restricted Shares are allotted. If the target achievement rate is below the level set by the Board of Directors, the Company will acquire all of the shares without consideration. The Restricted Period shall be between three to five years.

(Note) The Restricted Share Compensation Plan shall be introduced, on the condition that this proposal is approved.

Composition of Directors’ compensation (in the case that President and COO’s target achievement rate is 100%)

Fixed compensation Variable compensation

Approximately 40% Approximately 60%

Restricted share Basic compensation Performance-linked bonus compensation (single fiscal year) (single fiscal year) (medium- to long- term)

Monetary compensation paid Monetary compensation paid Share-based compensation monthly according to grades. according to the level of target under which the payment achievement. details vary according to the If the level of achievement is level of target achievement.

below a certain level, this If the level of achievement is compensation shall not be paid. below a certain level, this

compensation shall not be paid. (*)

* The above explanation of the restricted share compensation is a summary of Proposal 4 provided as a reference to the Company’s shareholders. For more accurate information, please refer to the main text in Proposal 4.

For more information as to the corporate governance structure of the Company, please visit the Company’s website:

https://corp.asics.com/en/investor_relations/management_policy/corporate_governance