Fast Retailing Co., Ltd.

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Stock Code Tokyo Stock Exchange: 9983 Hong Kong Stock Exchange (Main Board): 6288 NOTICE OF 2015 General Meeting of Shareholders (Year from 1 September 2014 to 31 August 2015)

Date and 11.00 JST, time: Thursday, November 26, 2015

Main Conference Room, Head Office Location: Conference Building 717-1 Sayama, Yamaguchi City, Yamaguchi, Japan

Matters for Resolution Proposal 1: Election of six directors Proposal 2: Amendments to articles of incorporation

Dear Shareholders

Carving a New Industry

Tadashi Yanai President, Chairman and CEO

Fast Retailing achieved record results in fiscal 2015, with UNIQLO Greater China, UNIQLO South Korea and our low-priced GU fashion casualwear brand driving growth. The key to our success lies in our ability to offer customers the very clothes they need, and the fact that customers appreciate our earnest attempts to enrich people’s lives worldwide. Going forward, I want to establish full-fledged UNIQLO operations in Asia and Oceania, Europe and the United States. To achieve that, all staff must embrace our Global One and Zenin Keiei management principles, which promote the collective pursuit of superior global business methods and encourage all employees to adopt a managerial mindset. In that vein, we will employ resources from across the Group to help transform UNIQLO USA management, store operations and marketing, and make that operation profitable as soon as possible.

The recent widespread surge in internet usage offers globally expanding companies like ourselves the opportunity to carve new industries. I feel the same inspiration today that I felt thirty years ago when our tiny company in Yamaguchi prefecture developed the UNIQLO business model for apparel manufacture and retail, and subsequently experienced unprecedented growth. Now, we have the chance to create an entirely new industry that eradicates the traditional barriers between distribution and retail.

To do this, we need to build systems that simultaneously connect and direct all processes via the internet, from planning through production, distribution and retail. That would allow us, as the creators of clothes, to produce the latest fashions rapidly and in appropriate volumes, and enable customers to get the products they want straight away, This would transform the entire shopping experience. We are ready to meet this challenge by taking full advantage of the latest technology.

Finally, our CSR activities become increasingly important as we expand globally. As part of our All-Product Recycling Initiative, we launched the “10 Million Ways to HELP” project in fall 2015 to help deliver 10 million items of clothing to refugees and displaced persons worldwide through our partnership with the Office of the United Nations High Commissioner for Refugees (UNHCR). I want to extend our clothesfocused CSR initiatives so we can deliver joy and happiness to people worldwide, and help make the world a better place.

Convocation Notice

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MEMO

NOTICE OF 2015 GENERAL MEETING OF SHAREHOLDERS

Date and time: 11.00 JST, Thursday, November 26, 2015

Location: Main Conference Room, Head Office Conference Building 717-1 Sayama, Yamaguchi City, Yamaguchi, Japan

Items to be dealt with at the Meeting:

Matters for 1. Reports on the business report, consolidated financial Reporting statements and non-consolidated financial statements for the fiscal 2015 (1 September 2014 to 31 August 2015)
Results of the audit of the consolidated financial statements by the Accounting Auditors and the Board of Statutory Auditors for fiscal 2015 (1 September 2014 to 31 August 2015)

Matters for Proposal 1: Election of six directors Resolution

Proposal 2: Amendments to articles of incorporation

Information Disclosed Online

Amendments to AGM reference materials, the business report, consolidated financial statements and non-consolidated financial statements will be displayed on the Fast Retailing company website.

As stipulated by law and article 15 of the articles of incorporation, the following documents are not included in this notice because they are already displayed on the Fast Retailing company website:

Business report

Items relating to External Directors, the Accounting Auditors and share subscription rights

Consolidated financial statements

Consolidated statement of changes in equity, notes to consolidated financial statements

Non-consolidated financial statements

Statement of changes in net assets, notes to non-consolidated financial statements

Documents displayed on the company website relating to the Board of Auditors and the Accounting Auditor are all subject to audit.

Fast Retailing website http://www.fastretailing.com/eng/ir/stockinfo/meeting.html

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THE REFERENCE MATERIALS FOR THE 2015 GENERAL MEETING OF SHAREHOLDERS

4 2 Chairman, President Tadashi Yanai and CEO Director Toru Hambayashi Director Nobumichi Hattori Director Toru Murayama Director Masaaki Shintaku Director Takashi Nawa

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Proposal 1 Election of Six Directors

The term of office of all six current Directors expires as of the end of this Ordinary General Meeting of Shareholders, so the Company proposes that six Directors be elected. The candidates for Directors are as follows.

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Candidate No. of years as a Board of directors’
Name Position
number board director meeting attendance
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			Representative
1	Tadashi Yanai (66 years old)	Reappointment	Director; Chairman,	43 years	100% (13 of 13)
			President & CEO

2	Toru Hambayashi (78 years old)	Reappointment External Director Independent Officer	Director	10 years	100% (13 of 13)


3	Nobumichi Hattori (57 years old)	Reappointment External Director Independent Officer	Director	10 years	100% (13 of 13)


4	Toru Murayama (61 years old)	Reappointment External Director	Director	8 years	100% (13 of 13)

5	Masaaki Shintaku (61 years old)	Reappointment External Director Independent Officer	Director	6 years	100% (13 of 13)


6	Takashi Nawa (58 years old)	Reappointment External Director	Director	3 years	100% (13 of 13)

Tadashi Yanai 1 Reappointment

DOB: 7 February 1949

No. of years as a Board Director:

43 (at the conclusion of current AGM)

Board of Directors’ meeting attendance: 100% (13 of 13)

No. of Fast Retailing shares held: 22,987,284 shares

Career profile and Fast Retailing positions held:

Aug. 1972 Joined FAST RETAILING CO., LTD.
Sep. 1972 Director, FAST RETAILING CO., LTD.
Aug. 1973 Senior Managing Director, FAST RETAILING CO., LTD.
Sep. 1984 President & CEO, FAST RETAILING CO., LTD.
Jun. 2001 External Director, SOFTBANK GROUP CORP. (current)
Nov. 2002 Chairman and CEO, FAST RETAILING CO., LTD.
Sep. 2005 Chairman, President and CEO, FAST RETAILING CO., LTD. (current)
Nov. 2005 Chairman, President and CEO, UNIQLO CO., LTD. (current)
Director and Chairman, GOV RETAILING CO., LTD. (currently G.U. CO., LTD.) (current)
Sep. 2008
External Director, Nippon Venture Capital Co., Ltd. (current)
Jun. 2009
Nov. 2011 Director, LINK THEORY JAPAN CO., LTD. (current)

Major concurrent offices:

External Director, SOFTBANK GROUP CORP.

Chairman, President and CEO of UNIQLO CO., LTD. Director of 18 other subsidiaries of the Company External Director, Nippon Venture Capital Co., Ltd.

Outline of External Directors limited liability agreement
To enable External Directors to fulfill their roles to the best of their ability and meet the expectations of the Board and shareholders, Article 29 of the Company’s Articles of Incorporation stipulates that the Company may enter into agreements with External Directors to limit their liabilities to compensate for damages suffered due to their negligence in the execution of duties. Accordingly, the Company signed limited liability agreements with Toru Hambayashi, Nobumichi Hattori, Toru Murayama, Masaaki Shintaku, and Takashi Nawa. These agreements shall be extended in the event these five persons are re-elected as External Directors. An outline of the said agreement is detailed below.
The limited liabilities agreement is 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. The agreement states that liabilities for damages shall be limited to the higher amount of either 5,000,000 yen or the amount stipulated by law.
The Tokyo Stock Exchange has been notified that Toru Hambayashi, Nobumichi Hattori and Masaaki Shintaku serve as independent officers.
Director Toru Murayama is the representative director of Office Murayama. FAST RETAILING CO., LTD. currently has a consulting subcontract with Office Murayama relating to the training of management personnel.

Candidate Message

Fast Retailing achieved another record result in fiscal 2015 thanks to your warm support. At this vital stage in our growth as a global company, I believe it is important to boost our corporate value by challenging new innovation, and to strive for increasingly swift, decisive and transparent management. Under our corporate mission to change clothes, change conventional wisdom and change the world, I want us to continue to enrich people’s lives through clothes, and ensure that we, as a company, use clothes to contribute to society in ways that deliver joy and happiness to people around the world.

FAST RETAILING CO., LTD. has no specific interests or agreements with any of the other candidates for director.

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Toru Hambayashi 2 Reappointment External Director Independent Officer

DOB: 7 January 1937

No. of years as a Board Director: 10 (at the conclusion of current AGM) Board of Directors’ meeting attendance: 100% (13 of 13)

No. of Fast Retailing shares held: — shares Career profile and Fast Retailing positions held:

Apr. 1959 Joined Nichimen Company Limited (currently Sojitz Corporation)
Oct. 2000 President, Nichimen Corporation (currently Sojitz Corporation)
Apr. 2003 Chairman and Representative Director, Sojitz Holdings Corporation (currently Sojitz Corporation)
Jun. 2004 External Auditor, UNITIKA Ltd.
Nov. 2005 External Director, FAST RETAILING CO., LTD. (current)
Jun. 2007 External Director, MAEDA CORPORATION (current)
Apr. 2009 Adviser, The Association for the Promotion of International Trade, Japan (current)
Jun. 2011 External Director, DAIKYO INCORPORATED (current)
Jun. 2015 External Director, UNITIKA Ltd. (current)

Major concurrent offices:

External Director, UNITIKA Ltd. External Director, MAEDA CORPORATION

Adviser, The Association for the Promotion of International Trade, Japan External Director, DAIKYO INCORPORATED

Nobumichi Hattori 3 External Director

Reappointment External Director Independent Officer

DOB: 25 December 1957

No. of years as a Board Director: 10 (at the conclusion of current AGM) Board of Directors’ meeting attendance: 100% (13 of 13)

No. of Fast Retailing shares held: — shares

Career profile and Fast Retailing positions held:

Apr. 1981 Joined Nissan Motor Co., Ltd.
Jun. 1989 Joined Goldman Sachs and Company, Headquarters (New York)
Nov. 1998 Managing Director and M&A Advisory of Japan for Goldman Sachs and Company Headquarters (New York)
Oct. 2003 Visiting Associate Professor, Graduate School of International Corporate Strategy, Hitotsubashi University
Jun. 2005 External Director, Miraca Holdings Inc. (current)

External Director, FAST RETAILING CO., LTD. (current)

Nov. 2005
Oct. 2006 Visiting Professor, Graduate School of International Corporate Strategy, Hitotsubashi University (current)

Visiting Professor, Waseda Graduate School of Finance, Accounting and Law (current)

Apr. 2009
Mar. 2015 External Auditor, Frontier Management Inc. (current)
Jun. 2015 External Director, Hakuhodo DY Holdings Inc. (current)

Major concurrent offices:

External Director, Miraca Holdings Inc.

Visiting Professor, Graduate School of International Corporate Strategy, Hitotsubashi University Visiting Professor, Waseda Graduate School of Finance, Accounting and Law External Auditor, Frontier Management Inc. External Director, Hakuhodo DY Holdings Inc.

Selection for External Director

Toru Hambayashi is well versed in overall trends in the apparel industry having worked in senior management first as president of Nichimen Corp. general trading company (currently Sojitz Corp.) and then as chairman and co-CEO of Nissho Iwai-Nichimen Holdings Corp. (currently Sojitz Corp.). His global perspective and superior management experience is vital to us as a company looking to expand our apparel-related operations. We highly recommend Mr. Hambayashi is an appropriate candidate for external director.

Candidate Message

External directors constantly evaluate management decisions on behalf of company stakeholders to ensure all achievements are healthy and correct. FR founder, CEO and major shareholder Tadashi Yanai has a strong sense of morality, but the company must continue the transition from a ‘my company’ under Mr. Yanai, to a ‘your company,’ a more public corporation. I firmly support FR’s quest to become the world’s No.1 brand.

Selection for External Director

Nobumichi Hattori presided over M&A projects in Japan as managing director of major US bank Goldman Sachs’ New York head office. He currently researches M&A and corporate valuation. Well versed in how companies operate in capital markets, he also serves as visiting professor at the graduate schools of Hitotsubashi and Waseda universities in Tokyo. We believe Mr. Hattori’s knowledge and experience is invaluable for our company, and we highly recommend him as a candidate for external director.

Candidate Message

Following its own rapid growth, Fast Retailing now investigates an increasing number of largescale M&A candidates. Consequently, the board of directors plays an increasingly important role as a key collective that can remind senior management of the risks involved in this field. I use my past experience to judge FR’s corporate value from a capital market perspective, and suggest how to best boost that value.

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Toru Murayama 4 Reappointment External Director

DOB: 11 June 1954

No. of years as a Board Director:

8 (at the conclusion of current AGM) Board of Directors’ meeting attendance: 100% (13 of 13)

No. of Fast Retailing shares held: 500 shares Career profile and Fast Retailing positions held:

Apr. 1980 Joined Arthur Andersen & Co. (currently Accenture Japan Ltd.)
Apr. 2003 Representative Director and President, Accenture Japan Ltd.
Sep. 2007 Director and Chairman, Accenture Japan Ltd.
Nov. 2007 External Director, FAST RETAILING CO., LTD. (current)
Apr. 2008 Visiting Professor, Comprehensive Research Organization, Waseda University
Sep. 2009 Corporate Advisor, Accenture Japan Ltd.
Apr. 2010 Professor, Faculty of Science and Engineering, Waseda University
Oct. 2011 Advisor, Microsoft Japan Co., Ltd.
Jan. 2013 President, Office Murayama (current)
Apr. 2015 Visiting Professor, Faculty of Science and Engineering, Waseda University (current)

Major concurrent offices:

Visiting Professor, Faculty of Science and Engineering, Waseda University President, Office Murayama

Selection for External Director

Toru Murayama helped determine growth strategies for large numbers of global companies during the many years he served in senior management at US management consulting firm Accenture. We believe his experience and knowledge is very important to us as we continue to expand our global operations, and we highly recommend him as an appropriate candidate for external director.

Message from the Candidate

The role of an external director is to suggest different ideas and a variety of perspectives. Fast Retailing is working hard to become a true global retailer, so management teams must communicate effectively between regions and different operations and resolve issues swiftly. I am committed to actively nurturing management personnel and skills, and management approaches that all of our employees from all over the world can get behind.

Masaaki Shintaku 5 Reappointment External Director Independent Officer

DOB: 10 September 1954

No. of years as a Board Director:

6 (at the conclusion of current AGM)
Board of Directors’ meeting attendance: 100% (13 of 13)

No. of Fast Retailing shares held: — shares Career profile and Fast Retailing positions held:

Apr. 1978 Joined IBM Japan, Ltd.
Dec. 1991 Joined Oracle Corporation Japan
Aug. 2000 President & CEO, Oracle Corporation Japan

Executive Vice President, Oracle Corporation

Jan. 2001
Apr. 2008 Vice Chairman, Special Olympics Nippon (currently Special Olympics Nippon Foundation) (current)
Jun. 2008 Chairman, Oracle Corporation Japan

Advisory Board Member, NTT DOCOMO, INC. (current)

May 2009
Nov. 2009 External Director, FAST RETAILING CO., LTD. (current)
Jul. 2011 External Director, COOKPAD Inc. (current)

Major concurrent offices:

Vice Chairman, Special Olympics Nippon Foundation Advisory Board Member, NTT DOCOMO, INC. External Director, COOKPAD Inc.

Selection for External Director

Having worked in senior management at US information systems company Oracle Corp., Masaaki Shintaku has amassed a wealth of experience and knowledge in the field of corporate management. As vice chairman of the non-profit organization Special Olympics Nippon Foundation, he is involved in a wider range of activities. His objective advice regarding Fast Retailing future growth strategy, and his invaluable in-depth knowledge of sponsored athletes and sports for people with disabilities renders him an appropriate candidate for external director.

Candidate Message

I believe Fast Retailing can now succeed anywhere in the world because its managers and personnel all share a similar understanding and aspire to similar goals. In order to successfully identify and resolve issues, and promote future growth, employees and systems have to be able to progress smoothly, swiftly and firmly towards set goals. FR’s board of directors needs to work as a unified team to accelerate the company’s progress, and contribute to future growth.

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Takashi Nawa 6 Reappointment External Director

DOB: 8 June 1957

No. of years as a Board Director: 3 (at the conclusion of current AGM) Board of Directors’ meeting attendance: 100% (13 of 13)

No. of Fast Retailing shares held: — shares

Career profile and Fast Retailing positions held:

Apr. 1980 Joined Mitsubishi Corporation
Apr. 1991 Joined McKinsey & Company
Jun. 2010 Appointed Professor of The Graduate School of International Corporate Strategy, Hitotsubashi University (current)
Jun. 2010 Appointed President of Genesys Partners (current)
Sep. 2010 Senior Advisor, Boston Consulting Group (current)
Jun. 2011 Appointed External director at NEC Capital Solutions (current)
Sep. 2012 Appointed President of Next Smart Lean Co.,Ltd. (current)
Nov. 2012 External Director, FAST RETAILING CO., LTD. (current)
Jun. 2014 External Director, DENSO Corporation (current)
Jun. 2015 External Director, Ajinomoto Co., Inc. (current)

Major concurrent offices:

Appointed Professor of The Graduate School of International Corporate Strategy, Hitotsubashi University

Appointed President of Genesys Partners
Senior Advisor to Boston Consulting Group Appointed External director at NEC Capital Solutions Limited Appointed President of Next Smart Lean Co.,Ltd. External Director, DENSO Corporation External Director, Ajinomoto Co., Inc.

Selection for External Director

Takashi Nawa has amassed a wealth of knowledge and insight into international corporate strategy over his career as director of the American multinational management consultant firm McKinsey & Company, and as professor of The Graduate School of International Corporate Strategy at Hitotsubashi University. This experience should prove extremely useful as FR seeks to globalize operations and promote diverse management, and we highly recommend him as a candidate.

Candidate Message

I have advised many Japanese companies about global expansion. Diversity of opinion and experience is important in any management discussion, and so I always try to consider how a director from a country other than Japan would view a particular point and then inject that perspective into the Fast Retailing management debate. As an external director, I can support growth by pointing out problems with any policy direction, and offering objective, appropriate advice regarding new business areas.

Proposal 2 Amendments to Articles of Incorporation

Regarding our Articles of Incorporation, we wish to amend Article 29 relating to limited liability contracts for external directors and Article 38 relating to limited liability contracts for External Statutory Auditors. The amendments follow the partial revision of the Companies Act, effective from 1 May 2015, to enable companies to execute limited liability contracts with non-executive directors and non-external statutory auditors. We have sought the agreement of our Statutory Auditors regarding changes to Article 29.

Details of Amendments

The details of amendments are as listed below.

(The amended portions are underlined.)

Current

Proposal for Amendments

Article 29 (Agreements Concerning Limitations on the Liability of Outside Directors)

Article 29 (Agreements Concerning Limitations on the Liability of Non-Executive Directors)

Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into agreements with Outside Directors to limit their liability compensate for damages suffered due to their negligence in the execution of duties. However, the maximum amount of the compensation for damage under such agreement shall be the higher of either a predetermined amount equivalent to or in excess of five million yen (¥5,000,000) or the amount stipulated by laws or regulations.

Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into agreements with Directors (excluding those who are Executive Directors, etc. as defned in Article 2, Item 15(a) of the Companies Act) to limit their liability compensate for damages suffered due to their negligence in the execution of duties. However, the maximum amount of the compensation for damage under such agreement shall be the higher of either a predetermined amount equivalent to or in excess of five million yen (¥5,000,000) or the amount stipulated by laws or regulations.

Article 38 (Agreements Concerning Limitations on the Liability of Outside Statutory Auditors)

Article 38 (Agreements Concerning Limitations on the Liability of Statutory Auditors) Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into agreements with Statutory Auditors to limit their liability to compensate damages suffered due to their negligence in the execution of duties. However, the maximum amount of the compensation for damage under such agreement shall be the higher of either a predetermined amount equivalent to or in excess of five million yen (¥5,000,000) or the amount stipulated by laws or regulations.

Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into agreements with Outside Statutory Auditors to limit their liability to compensate damages suffered due to their negligence in the execution of duties. However, the maximum amount of the compensation for damage under such agreement shall be the higher of either a predetermined amount equivalent to or in excess of five million yen (¥5,000,000) or the amount stipulated by laws or regulations.

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Additional Materials Business Report

GROUP HIGHLIGHT 2015

Fiscal 2015: A Record Consolidated Result

Revenue 1.6817 trillion yen

Operating Profit 164.4 billion yen

FY2006 FY2007 FY2008 FY2009 FY2010 FY2011 FY2012 FY2013 FY2014 FY2015

Note: International financial reporting standards (IFRS) applied since year ended 31 August 2014. Year ended 31 August 2013 data recalculated using IFRS.

UNIQLO Kichijoji displays are a nod to the area’s manga subculture

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1. Fast Retailing Group Business Performance

Fiscal 2015 Business Performance (Year to 31 August 2015)

Achieved record consolidated results

Business Segments

Other operations

0.1%

UNIQLO Japan

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46.4%
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Main Business

UNIQLO International the key driver of Group growth GU brand confirms strong growth path

The Group reported a record performance (Consolidated revenue: ¥1.6817 trillion (+21.6% year on year), consolidated operating profit: ¥164.4 billion (+26.1%), consolidated profit before income taxes: ¥117.3 billion (+48.0%), profit attributable to owners of the parent: ¥110.0 billion (+47.6%)). We reported ¥16.1 billion impairment losses relating to the J Brand premium denim label, software, and property, plant and equipment of UNIQLO USA LLC stores, and a ¥1.8 billion loss on the retirement of property, plant and equipment relating to the refurbishment of global flagship stores in London and Shanghai. The depreciation of the Japanese yen boosted the carrying amount of foreign-currency denominated assets, generating a considerable increase in net finance income of ¥16.2 billion.

UNIQLO International was the key driver of growth, reporting a 31.6% rise in operating profit to ¥43.3 billion. UNIQLO Japan operating profit increased steadily to ¥117.2 billion (+10.3%). Global Brands operating profit totaled ¥14.4 billion, with the low-priced GU fashion casualwear brand contributing an impressive ¥16.4 billion (+174.9%).

The Group’s medium-term vision is to become the world’s number one apparel manufacturer and retailer. We are growing UNIQLO International’s store network and opening global flagship stores in major cities worldwide, to boost UNIQLO brand awareness and strengthen our global operational base. We are accelerating GU store openings in Japan and launching the label in the Chinese market. We believe GU has reached a key turning point in its growth and development as the Group’s second core brand.

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Contribution to
total revenue
(fiscal 2015)
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Global Brands
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17.6%

Main Business

Global development of labels such as GU, Theory, Comptoir des Cotonniers, Princesse tam.tam and J Brand.

Japan’s largest apparel retailer with 841 stores and revenue of ¥780.1 billion.

UNIQLO International

35.9%

Main Business

UNIQLO stores in 15 countries and regions. Revenue: ¥603.6 billion. UNIQLO is the world’s 4[th] largest apparel retailer with total revenue of ¥1.3838 trillion.

Financial Highlights

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Profit attributable to
Revenue Operating profit
owners of the parent
¥1.6817 trln ¥164.4 bln ¥110.0 bln
1.3829
130.4 74.5
Y/Y Y/Y Y/Y
21. 6 % 26. 1 % 47. 6 %
UP UP UP
FY2014 FY2015 FY2014 FY2015 FY2014 FY2015
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Cash and cash
Free cash flow Dividend per share
equivalents
¥61.7 bln ¥355.2 bln ¥350
300
54.2 314.0
Y/Y Y/Y Y/Y
13. 8 % 13. 1 % ¥5 0
UP UP UP
FY2014 FY2015 FY2014 FY2015 FY2014 FY2015
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UNIQLO Japan

Record operating profit in fiscal 2015 HEATTECH Extra Warm ranges hugely popular Opened successful global flagship store and global hotspot store in October 2014

Revenue

¥780.1 bln

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715.6 Y/Y
9.0 %
UP
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UNIQLO Japan reported record high results in fiscal 2015, with revenue expanding to ¥780.1 billion (+9.0%), and operating profit increasing to ¥117.2 billion (+10.3%) on th ~~e~~ back of a strong 6.2% rise in same-store sales. However, the gross profit margin contracted by 0.2 point, and the SG&A ratio rose 0.1 point on the back of higher personnel costs. Sales of core winter ranges such as HEATTECH, Ultra Light Down and wool sweaters outstripped expectations. Our HEATTECH Extra Warm range proved extremely popular. Launched fully in fall 2014, the range is designed to offer 1.5 times the warmth of original HEATTECH fabrics. The launch of spring ranges went well, but sales of summer items were dampened by the unusually cold rainy season in June and early July. Our UNIQLO OSAKA global flagship store and UNIQLO Kichijoji global hotspot store, opened in October 2014, have impressed customers with their communitybased management style.

FY2014 FY2015

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Operating profit
¥117.2 bln
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106.3 Y/Y 10.3 % UP

FY2014 FY2015

TOPICS

Create a New Industry Through Digital Innovation

We can now use the internet on smartphones anywhere. As the number of internet users of all ages soars, the distribution industry is on the verge of great change. UNIQLO see this as a great opportunity to transform its own business operations, and to create a new revolutionary industry.

We want to create an internet-based system that conducts all manufacturing and retailing processes simultaneously, from planning to production, distribution and retail. Such a system would enable us to rapidly produce the most appropriate volume of any product by creating virtual samples of product designs, then confirming, revising and manufacturing them all through one seamless system. We could also use two-way digital communication with customers to help swiftly create unique new products that perfectly match their latest needs. Sending orders for desired products directly to factories, and then rapidly manufacturing and delivering those products. It’s no longer a dream.

Digital innovation will enable customers to buy exactly what they want instantly, anytime, anywhere. If a customer tries something on in a store but can’t find the size or color they like, they can have it delivered to their door the very same day. Shopping habits will be transformed.

We can supply information about new products, discounts and shopping hints to registered customers via smartphone. In future, customers will be able to order tailored products to suit their registered body shape and style. In fact, the foundation of such services has already been built up. In September 2015, UNIQLO started selling men’s quasi-order-made fine-cloth long sleeve shirts online. Customers love the fact that they no longer have to put up with ill-fitting parts of a garment such as a large neckline on an L-sized long sleeve shirt. Instead, they can select from 169 different sizes and patterns to ensure they get the right neck size, sleeve length and preferred fit. Offering more

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Be a smart shopper!
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products via similar systems will boost customer satisfaction and customer confidence in UNIQLO as the ultimate LifeWear brand.

We believe the active pursuit of digital innovation across our global operations, and the creation of a new industry, will transform UNIQLO’s current business and open new doors to future success.

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LONDON
MOSCOW
BERLIN
SEOUL
PARIS UNIQLO Shanghai Store BEIJING TOKYO
SHANGHAI OSAKA
HONGKONG TAIPEI
BANGKOK MANILA
KUALA LUMPUR
Paris Opera store
SINGAPORE
JAKARTA
UNIQLO Global Flagship Stores
Emporium Melbourne Store
SYDNEY
MELBOURNE
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San Francisco Union Square Store
SAN FRANCISCO BOSTON
PHILADELPHIA NEW YORK
LOS ANGELES
New York Fifth Avenue store
End August 2016
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UNIQLO International Store Network (Estimate)

UNIQLO Japan Store Network (Estimate) 846stores

958 stores

UNIQLO International

TOPICS

UNIQLO Intl. Poised to Overtake UNIQLO Japan

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Revenue
¥603.6 bln
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Impressive 31.6% gain in operating profit UNIQLO Greater China and South Korea especially strong Reported impairment loss on increased losses at UNIQLO USA

UNIQLO first stepped outside of Japan in September 2001. Sixteen years on, in fall 2015, the total number of UNIQLO International stores is expected to surpass UNIQLO Japan. UNIQLO is developing into a global casualwear brand that is appreciated by people all over the world. The first UNIQLO International store was located in London. It was a steep learning curve, but we made a breakthrough with our first store in Hong Kong in 2006. Located in the vibrant Tsim Sha Tsui shopping area, the Hong Kong store offered the same plentiful product ranges as stores in Japan and the same level of polite service, both of which delighted Hong Kong consumers, and secured UNIQLO’s reputation as a popular local brand. We then opened a 1,500 square-meter large-format store in Shanghai’s famous Super Brand Mall. The store was a huge success, and encouraged us to extend the Hong Kong business model to South Korea, Taiwan and Southeast Asian countries.

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413.6 Y/Y
45.9 %
UP
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UNIQLO International reported record results in fiscal 2015, with revenue increasing to ¥603.6 billion (+45.9%) and operating profit expanding to ¥43.3 billion (+31.6%). Great ~~er~~ China (Mainland China, Hong Kong and Taiwan) and South Korea proved the key drivers of growth.

FY2014 FY2015

UNIQLO Southeast Asia operating profit held steady while operating profit at UNIQLO Europe contracted following losses on the retirement of property, plant and equipment related to the renovation of our 311 Oxford Street global flagship store in London. Sales fell short of target and operating losses expanded at UNIQLO USA. This was partly due to the rapid expansion of the store network (+17), and the fact that the UNIQLO brand is not yet widely recognized in the US market.

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Operating profit
¥43.3 bln
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Today, UNIQLO Greater China constitutes roughly half of the UNIQLO International operation, generating annual revenue of over ¥300 billion, and an impressive operating profit margin of 12.7% in fiscal 2015. Our success in Greater China is founded on the fact that local customers recognize and appreciate our earnest desire to offer truly good clothes.

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32.9 Y/Y
31.6 %
UP
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UNIQLO’s next challenge lies in Southeast Asia, Europe and the United States. We believe we will enjoy worldwide success if we can effectively inform customers all over the world about the superior fit of UNIQLO clothes, their highly functional materials, colorful product ranges and elegant basic design. We aim to expand operations efficiently in all geographical areas by opening more regular-sized physical stores and flagship stores, and boosting e-commerce.

UNIQLO Greater China revenue increased 46.3% to ¥304.4 billion and operating profit expanded 66.1% to ¥38. ~~6~~ billion. UNIQLO Greater China boasted 467 stores as of 31 August 2015 and the whole UNIQLO International network expanded by 165 to 798 stores.

FY2014 FY2015

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Global Brands

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Revenue
¥295.3 bln
251.2 Y/Y
17.6 %
UP
FY2014 FY2015
Operating profit
¥14.4 bln
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GU operating profit expands 174.9% Theory revenue up, profit down Reported impairment loss on persistent J Brand operating losses

Global Brands reported higher revenue and profit (Revenue: ¥295.3 billion (+17.6%), operating profit: ¥14.4 billion (v. ¥4.1 billion loss in fiscal 2014)), but the segment reported a ¥5. ~~1~~ billion impairment loss on recurring J Brand losses. GU performed especially well, with revenue reaching ¥141.5 billion (+31.6%) and operating profit ¥16.4 billion (+174.9%). This strong performance was underpinned by GU’s ability to flexibly increase production, and to attract customers of all ages by developing products that firmly capture the latest fashion trends, such as gaucho pants. GU boasted 314 stores in Japan and five stores elsewhere as of 31 August 2015. Operating profit at our Theory fashion brand contracted on lackluster US demand for luxury fashion. Our French fashion brand Comptoir des Cotonniers reported lower operating profit. J Brand reported higher operating losses on the downturn in the US premium denim market.

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Y/Y
¥18.6 bln
-4.1
UP
FY2014 FY2015
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TOPICS
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The Best Everyday Clothes Created by UNIQLO and Ines

UNIQLO Ines de la Fressange collaborative clothes have been amassing fans around the world since the first collection was launched in 2014 Spring Summer. The 2015 Fall Winter collection, inspired by classic movie scenes, offers modern clothes with a hint of classic elegance. Ines started out as a fashion model in France. She was known for many years as an iconic fashion muse before she became a designer herself, and later a businesswoman and journalist.

Ines de la Fressange

“Each individual piece expresses the ultimate in sophistication, but can actually be dressed down when mixed with a t-shirt and jeans. By mixing and matching various pieces, dressing well every day is always possible.” explains Ines.

UNIQLO and Ines work together to deliver the most coveted everyday clothes to people everywhere.

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RE-JEAN.

All Softness and Light Miracle Air Skinny Fit Jeans

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UNIQLO’s RE-JEAN collection, short for “reinventing jeans,” completely revolutionizes the concept of jeans. From 2015 Fall Winter, UNIQLO will offer Miracle Air Skinny Fit jeans for the ultimate light feel created in collaboration with leader synthetic fiber manufacturer Toray Industries and global denim manufacturer Kaihara. Miracle Air* is an ultra-light material developed by Toray Industries with a 55% hollow space inside each fiber. Kaihara’s superior technological knowledge is vital to the development UNIQLO’s Miracle Air jeans, which are approximately 20% lighter than previous jeans ranges, and amazingly soft. Designed for all-day comfort, they feel almost like air.

Miracle Air sectional view

*MIRACLE AIR is a Toray International trademark

Corporate Social Responsibility (CSR)

A Socially Valuable Company

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Fast Retailing CSR Statement

“Making the World A Better Place”

Fast Retailing recognizes the vital importance of ensuring safe working environments and products across the whole supply chain. We have become more heavily involved in manufacturing processes and the monitoring of working conditions in pursuit of responsible procurement that upholds human rights in manufacturing facilities. We also seek to deliver joy and happiness by distributing clothes to people in need through our All-Product Recycling Initiative. Our clothing business has encouraged sweeping changes in the apparel industry. The challenge now is to use clothes-centric CSR activities to fuel social change, and make the world a better place.

Fiscal 2015 Major CSR Activities

All-Product Recycling Initiative: 16.32 million items donated

By the end of August 2015, Fast Retailing donated 16.32 million second-hand UNIQLO and GU items to refugees and displaced people through its partnership with the United Nations High Commissioner for Refugees (UNHCR). In fiscal 2015, we distributed 280,000 items of clothing to refugees in Jordan, and 80,000 pieces of mainly children’s clothing to refugees in Myanmar. Staff visited 238 schools to talk about the Power of Clothing Project, an important extension of the All-Product Recycling Initiative designed to teach students about recycling, environmental and social issues. Over 20,000 students have supported the project by organizing collection activities in their communities.

Improve Working Environments Across Entire Supply Chain

We have been monitoring working environments at partner factories for some time. In fiscal 2015, we decided to extend this scheme to fabric manufacturers as part of our drive to improve working environments across our entire supply chain. We will conduct annual inspections and spot checks of working conditions and environmental impact at fabric manufacturers, which account for 70% of overall UNIQLO production. In July 2015, we joined the Fair Labor Association non-profit organization, which works to uphold human rights and safe working conditions in manufacturing facilities.

Use Traditional Bangladesh Clothing to Help Educate Women

In April 2015, UNIQLO stores began selling a women’s capsule collection inspired by traditional Bangladesh dress. Part of the proceeds is being used to help educate approximately 20,000 women working in UNIQLO and GU partner factories in Bangladesh. Non-profit organizations are advising our Factory Worker Empowerment Project on how to teach women about hygiene, nutrition and household management. The initiative also seeks to support women in the areas of pregnancy and childbirth, as well as health management, illness prevention and future planning.

39.49 Million Items Collected From 15 countries and regions 16.32 Million Items Donated To 59 countries and regions （End - August 2015）

2 Financial Summary

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Net sales/Revenue

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(billion of yen)
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EBITDA

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(billion of yen)
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	JGAAP	IFRS(Note1)
	FY2012 FY2013	FY2013 FY2014 FY2015
For the year(Millions of yen) Net sales/Revenue EBITDA (Note2) Operating income/Operating proft Net income/Proft attributable to owners of the parent
	928,669 1,143,003	1,142,971 1,382,935 1,681,781
	150,687 161,908	157,708 161,210 202,221
	126,450 132,920	134,101 130,402 164,463
	71,654 90,377	104,595 74,546 110,027
At year-end(Millions of yen) Total assets Total net assets/Total equity Equity attributable to owners of the parent Free cash fow (Note3)
	595,102 885,800	901,208 992,307 1,163,706
	394,892 579,591	589,726 636,041 774,804
	386,744 559,397	570,428 618,381 750,937
	92,330 35,538	36,890 54,272 61,786
Reference indices(%) Operating income margin/Operat- ing proft margin ROA/Ratio of proft to total assets (Note4) ROE/Ratio of proft to equity attributable to owners of the parent (Note5) Equity Ratio/Ratio of equity attrib- utable to owners of the parent to total assets
	13.6 11.6	11.7 9.4 9.8
	12.7 12.2	13.9 7.9 10.2
	20.4 19.1	21.7 12.5 16.1
	65.0 63.2	63.3 62.3 64.5
Per share data (Yen) Net income/Profit attributable to owners of the parent (EPS) Net assets/Equity per share attrib- utable to owners of the parent Dividend
	703.62 887.12	1,026.68 731.51 1,079.42
	3,797.04 5,489.86	5,598.12 6,067.40 7,366.07
	260.00 290.00	290.00 300.00 350.00

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Net income/
(Yen) (%)
Profit attributable to owners of the parent (EPS) ROE/Ratio of profit to equity attributable to owners of the parent
1,026.68 1,079.42 20.4 21.7
16.1
703.62 731.51
13.9 12.5
12.7
10.2
7.9
FY2012 FY2013 FY2014 FY2015 FY2012 FY2013 FY2014 FY2015
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(Notes) 1. The Group has applied International Financial Reporting Standards (“IFRS”) to the Group’s consolidated financial statements since the year ended 31 August 2014.
EBITDA (JGAAP) = Operating income + Depreciation and amortization + Amortization of goodwill

EBITDA (IFRS) = Operating profit + Depreciation and amortization

Free cash flow = Net cash from operating activities + Net cash used in investing activities
ROA = Profit for the year attributable to owners of the parent / Average total assets during the year
ROE = Profit for the year attributable to owners of the parent / Average equity attributable to owners of the parent during the year

Note : The numbers for the year ended 31 August 2012 were prepared in accordance with JGAAP. The numbers from the year ended 31 August 2013 were prepared in accordance with IFRS.

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Fast Retailing Management Strategy and Immediate Challenges

Become the world’s No.1 apparel manufacturer and retailer.

FY1994 FY1995 FY1996 FY1997 FY1998 FY1999 FY2000 FY2001 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 FY2008

FY2009 FY2010 FY2011 FY2012 FY2013 FY2014 FY2015

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1. Promote Global One Management Principles

We are strengthening management functions and cooperation among our regional headquarters in Tokyo, New York, Paris, Shanghai and Singapore to help promote Global One management principles, and unify Group management across UNIQLO, GU, Theory and other operations. Global One encourages the use of best available global methods, and a self-motivated, united global approach to any challenge. Our FR Management Innovation Center (FR-MIC) is also working hard to nurture future global corporate leaders and managers.

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2. Accelerate UNIQLO’s Global Development

Strengthen Development of Superior World-class Products

We are promoting UNIQLO’s global development by expanding store networks in Greater China, South Korea and other parts of Asia and Oceania, as well as Europe and the United States. We are boosting awareness of the UNIQLO brand by opening global flagship stores and regional flagship stores in major cities worldwide, and polishing our global marketing. Boosting visibility is a top priority in the United States to help turn a profit as soon as possible.

We are establishing dedicated R&D centers in Tokyo, New York, Shanghai, Paris, London and Los Angeles to pick up emerging global fashion trends early, and incorporate them swiftly into product development across our Group brands. UNIQLO’s reputation is built upon its ability to offer the very best in basic casualwear, and we intend to continue providing perfectly finished world-class products that delight our customers and

satisfy their casualwear needs.

4. Build the Optimum Global Production Network

We are strengthening partnerships with materials manufacturers so we can make even better casualwear items with UNIQLO’s unique highly functional materials. We are building an effective procurement system to help guarantee a stable, mass supply of high-quality natural materials. We are also creating an optimum global network of production bases to help strengthen our manufacturing capabilities, and reduce the lead time on supplementary production orders.

5. Promote Stable Growth at UNIQLO Japan

We continue to boost the efficiency of our 841-strong UNIQLO Japan store network through our “scrap and build” policy of replacing smaller stores with larger ones. Over the medium term, we will encourage 50% of store staff to become local store employees and take an active role in determining community-focused product mixes, services and marketing. Building a community-based store network is the best way to ensure stable, sustainable growth.

6. Transform Industry through Digital Innovation

The spread of internet and mobile phones is fueling drastic changes in distribution. Our state-of-the-art Ariake distribution center will come on line spring 2016. The center will serve as a base for our new “digital flagship store,” which is designed to transform the way we shop and distribute products by seamlessly linking physical and virtual stores. We seek to revolutionize traditional planning, manufacturing, distribution, sales and services through digital innovation.

7. Grow our Global Brands

Our GU fashion casualwear brand has helped carve a new business model for low-priced fashion. We are looking to expand GU in Japan and Asia, and target sales of ¥300 billion and operating profit of ¥40 billion in the medium term. We are expanding the Theory fashion label and other Global Brands by maximizing potential Group synergies, and will consider M&A of apparel brands that can boost Group growth.

8. Pursue CSR to Make the World a Better Place

Our corporate social responsibility focuses on projects that enrich people’s lives and society at large, such as the distribution of secondhand UNIQLO and GU clothing to refugee camps through our All-Product Recycling Initiative, social business in Bangladesh, monitoring working conditions and environmental impact at our partner factories and fabric manufacturers, promoting diversity in the workplace and a healthy work-life balance for employees, and the active employment of people with disabilities.

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Capital Expenditure

4

Capital expenditure for the consolidated fiscal year ended 31 August 2015 was ¥62.4 billion. This amount mainly resulted from capital expenditure of ¥44.6 billion for buildings, 8.8 billion yen for lease deposits for stores, ¥2.4 billion for financial assistance for construction projects, and ¥6.5 billion for intangible assets.

5 Financing

Not applicable.

6 Major Subsidiaries (as of 31 August 2015)

Name	Nominal value of issued ordinary / registered share capital (thousands)	Ownership Ratio of Voting Rights	Details of Main Business	Location
UNIQLO CO., LTD. UNIQLO EUROPE LIMITED FAST RETAILING (CHINA) TRADING CO., LTD. FRL Korea Co., Ltd. LLC UNIQLO (RUS) UNIQLO TRADING CO., LTD. FAST RETAILING (SINGAPORE) PTE. LTD. UNIQLO (THAILAND) COMPANY LIMITED PT. FAST RETAILING INDONESIA UNIQLO AUSTRALIA PTY LTD FAST RETAILING (SHANGHAI) TRADING CO., LTD. * FAST RETAILING FRANCE S.A.S.	JPY1,000,000 GBP40,000 USD20,000 KRW24,000,000 RUB1,310,010 USD30,000 SGD86,000 THB700,000 IDR115,236,000 AUD21,000 USD35,000 EUR168,525	100.0% 100.0% 100.0% 51.0% 100.0% 100.0% 100.0% 75.0% (75.0%) 75.0% (75.0%) 100.0% (100.0%) 100.0% 100.0%	UNIQLO Japan UNIQLO International UNIQLO International UNIQLO International UNIQLO International UNIQLO International UNIQLO International UNIQLO International UNIQLO International UNIQLO International UNIQLO International Global Brands	Yamaguchi/ Tokyo United Kingdom People’s Republic of China (“PRC”) South Korea Russia PRC Singapore Thailand Indonesia Australia PRC France

Name	Nominal value of issued ordinary / registered share capital (thousands)	Ownership Ratio of Voting Rights	Details of Main Business	Location
Fast Retailing USA, Inc. J Brand, Inc. J BRAND Japan Co., LTD. G.U. CO., LTD. LINK THEORY JAPAN CO., LTD. COMPTOIR DES COTONNIERS JAPAN CO., LTD.	USD30,000 USD394,248 JPY10,000 JPY10,000 JPY10,000 JPY33,775	100.0% 100.0% (100.0%) 100.0% 100.0% 100.0% 100.0% (100.0%)	UNIQLO International /Global Brands Global Brands Global Brands Global Brands Global Brands Global Brands	United States of America (“USA”) USA Japan Japan Japan Japan

(Note) The figure in parentheses in the “Ownership Ratio of Voting Rights” column indicates the ratio of voting rights held by the Group subsidiary.

Main facilities of the Company (FAST RETAILING CO., LTD.) are located in Yamaguchi and Tokyo.

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

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7 Number of Stores by Business Segment

8 Employees (as at 31 August 2015)

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(Unit: Stores)

		(Unit: Stores)	(Unit: Stores)	(Unit: Stores)
	FY2014	FY2015
	End Aug.	Open	Close	End Aug.
UNIQLO Japan: Directly operated Large-scale Standard Franchise	852	45	56	841
	831	36	56	811
	199	15	6	208
	632	21	50	603
	21	9	0	30
UNIQLO International: China Hong Kong Taiwan South Korea Singapore Malaysia Thailand The Phillipines Indonesia Australia U.S. U.K. France Russia Germany	633	182	17	798
	306	91	10	387
	22	4	1	25
	46	9	0	55
	133	26	4	155
	18	5	0	23
	21	4	0	25
	20	4	1	23
	16	7	0	23
	4	4	0	8
	1	5	0	6
	25	17	0	42
	10	0	1	9
	6	2	0	8
	4	4	0	8
	1	0	0	1
Global Brands: GU Theory Comptoir des Cotonniers Princesse tam.tam.* J Brand	1,268	132	61	1,339
	276	60	17	319
	460	63	19	504
	374	9	15	368
	152	0	7	145
	6	0	3	3
Total	2,753	359	134	2,978

（1） Employees of the Group

Employees of the Group （1）
Number of Employees	Change from Previous Consolidated Fiscal Year
41,646	+11,198

(Note) The number of employees does not include entrusted operating officers, junior employees, part-time workers or temporary staff seconded from other companies.

（2） Employees of the Company

Number of Employees	Change from Previous Fiscal Year	Average Age	Average Years of Service
1,234	+146	36years and11months	5years and1months

(Note) The number of employees does not include entrusted operating officers, junior employees, part-time workers or temporary staff seconded from other companies.

9 Principal Lenders (as at 31 August 2015)

Lender	Loan Balance
Sumitomo Mitsui Financial Group, Inc.	14,832million yen
Mitsubishi UFJ Financial Group, Inc.	6,839million yen
Mizuho Financial Group, Inc.	1,087million yen

10 Miscellaneous Significant Items Relating to the Group Not applicable.

including franchise stores Note: This table does not include mina or Grameen UNIQLO.

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2. COMPANY

2 COMPANY OFFICERS

（1） Directors and Statutory Auditors (as at 31 August 2015)

1 Shares (as at 31 August 2015)

Shares(as at 31 August 2015) 1
Total number of shares authorized for issue （1）	300,000,000shares
Total number of shares outstanding （2）	106,073,656shares
Number of shareholders （3）	7,191shareholders
Number of shares per trading unit （4）	100shares

（5） Major shareholders with the 10 highest ratios of number of shares outstanding

Major Shareholder	Investment in the Company	Investment in the Company
	Number of Shares Held	Percentage of Shares Held
Tadashi Yanai	22,987thousand	22.55%
The Master Trust Bank of Japan, Ltd. (Trust account)	12,963thousand	12.72%
Japan Trustee Services Bank, Ltd. (Trust account)	9,122thousand	8.95%
TTY Management B.V.	5,310thousand	5.21%
Kazumi Yanai	4,781thousand	4.69%
Koji Yanai	4,780thousand	4.69%
Fight & Step Co., Ltd.	4,750thousand	4.66%
Trust & Custody Services Bank, Ltd. (Securities investment trust account)	3,640thousand	3.57%
MASTERMIND Co., Ltd.	3,610thousand	3.54%
BNP Paribas Securities (Japan) Limited	3,459thousand	3.39%

(Note) The investment ratio is calculated excluding treasury stock (4,128,255 shares).

Position and Responsibilities	Name	Other Signifcant Concurrent Offces Held
Representative Director; Chairman, President & CEO	Tadashi Yanai	External Director, Softbank Group Corp. Chairman, President and CEO of UNIQLO CO., LTD. Director of 18 other subsidiaries of the Company External Director, Nippon Venture Capital Co., Ltd.
Director	Toru Hambayashi	External Director, UNITIKA LTD. External Director, MAEDA CORPORATION Adviser, The Association for the Promotion of International Trade, Japan External Director, DAIKYO INCORPORATED
Director	Nobumichi Hattori	External Director, Miraca Holdings Inc. Visiting Associate Professor, Graduate School of International Corporate Strategy, Hitotsubashi University Visiting Professor, Waseda Graduate School of Finance, Accounting and Law External Statutory Auditor, Frontier Management Inc. External Director, Hakuhodo DY Holdings Inc.
Director	Toru Murayama	Visiting Professor, Faculty of Science and Engineering, Waseda University President, Offce Murayama
Director	Masaaki Shintaku	Vice Chairman, Special Olympics Nippon Foundation Advisory Board Member, NTT DOCOMO, INC. External Director, COOKPAD Inc.
Director	Takashi Nawa	Professor, The Graduate School of International Corporate Strategy, Hitotsubashi University President, Genesys Partners Senior Advisor, Boston Consulting Group External Director, NEC Capital Solutions President, Next Smart Lean Co., Ltd. External Director, DENSO CORPORATION External Director, Ajinomoto Co., Inc.
Standing Statutory Auditor	Akira Tanaka	Representative Director, FR Health Insurance Organization
Standing Statutory Auditor	Masaaki Shinjo	Auditor, FAST RETAILING (CHINA) TRADING CO., LTD. and 5 other subsidiaries of the Company
Statutory Auditor	Takaharu Yasumoto	External Statutory Auditor, UNIQLO CO., LTD. Statutory Auditor, LINK THEORY JAPAN CO., LTD. President, Yasumoto CPA Offce External Statutory Auditor, ASKUL Corporation External Statutory Auditor, UBIC, Inc.
Statutory Auditor	Akira Watanabe	Non-Executive Director, JAPAN PILE CORPORATION External Director, MAEDA CORPORATION External Director, MS&AD Insurance Group Holdings, Inc. External Statutory Auditor, KADOKAWA DWANGO CORPORATION External Director, Dunlop Sports Co. Ltd.
Statutory Auditor	Keiko Kaneko	External Statutory Auditor, UNIQLO CO., LTD. Partner, Anderson Mori, & Tomotsune External Statutory Auditor, The Asahi Shimbun Company

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(Notes)

Directors Toru Hambayashi, Nobumichi Hattori, Toru Murayama, Masaaki Shintaku, and Takashi Nawa are External Directors as provided for in Article 2, Paragraph 15 of the Companies Act, and Toru Hambayashi, Nobumichi Hattori, and Masaaki Shintaku are registered at the Tokyo Stock Exchange to serve as independent officers.
Director Toru Murayama is the president of Kabushiki Kaisha Office Murayama, and the Company has entered into a consulting business outsourcing agreement regarding management human resources development, etc. with that company.
Takaharu Yasumoto, Akira Watanabe, and Keiko Kaneko are External Statutory Auditors as provided for in Article 2, Paragraph 16 of the Companies Act, and are registered with the Tokyo Stock Exchange to serve as independent officers.
Statutory Auditor Takaharu Yasumoto is a certified public accountant and has considerable knowledge in financial matters and accounting.
UNIQLO CO., LTD., FAST RETAILING (CHINA) TRADING CO., LTD., and LINK THEORY JAPAN CO., LTD. are wholly owned subsidiaries of the Company.
There are no special interests between the Company and any of the other companies at which the above Directors and Statutory Auditors hold concurrent positions.

3 Ensuring Proper Business Operations (Corporate Governance)

（1） Our Approach to Corporate Governance

Fast Retailing’s ultimate aim is to become a leading global apparel retailing group that enjoys consistent growth in harmony with society and the era in which it operates. We are keenly aware of the importance of fulfilling our social responsibility as a company, and providing customers with satisfying products and services. To that aim, we actively promote strong corporate governance that helps boost the independence and supervisory powers of the Board of Directors, and promotes swift, transparent management.

（2） Establishing Strong Internal Control Systems

（2） Outline of the Agreements for Limitation of Liability

The Company has entered into agreements with the External Directors and External Statutory Auditors based on provisions of Article 427, Paragraph 1 of the Companies Act, which limit liability for damages provided for in Article 423, Paragraph 1 of the same act.

Under these agreements, the limit of liability in damages for all External Directors and External Statutory Auditors shall be limited to the higher amount of either 5,000,000 yen or the amount stipulated by law.

（3） Total Amount of Remuneration for the Directors and Statutory Auditors for the fiscal year ended 31 August 2015

Classifcation	Number of Offcers	Amount of Paid Remuneration	Summary
Directors (External Directors included)	6 (5)	290million yen (50million yen)	Maximum annual remuneration of 1,000 million yen determined by reso- lution of the annual general meeting of shareholders (24 November 2006)
Statutory Auditors (External Statutory Auditors included)	5 (3)	65million yen (30million yen)	Maximum annual remuneration of 100 million yen determined by resolution of the annual general meeting of shareholders (26 November 2003)
Total (External Directors and External Statutory Auditors included)	11 (8)	355million yen (80million yen)

(Notes)

The total amount of remuneration received by External Directors and External Statutory Auditors holding concurrent directorships at subsidiary firms in the current fiscal year was 9 million yen.
The number of directors as at 31 August 2015 is 6 directors and 5 statutory auditors.

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). At its meeting on 18 June 2015, the Board decided to revise its basic stance on internal controls as listed below, to reflect revisions to the Companies Act and other applicable laws and regulations.

A. Ensuring FR Group Directors’ Duties Comply with Laws, Regulations and Articles of Incorporation

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.
The Company appoints either the Group officer overseeing the Legal Department or the head of the Legal Department as compliance officer, tasked with establishing Company and Group-wide compliance frameworks and resolving compliance-related issues.
The Company promotes fairness and transparency in senior management decision-making by appointing two or more External Directors to the Board of Directors. Statutory Auditors for the Company or Group subsidiaries may attend the Board 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 Statutory Auditors, the President, and the compliance officer.

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B. Ensuring FR Group Employees’ Duties Comply with Laws, Regulations and Articles of Incorporation

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.
The Company has an Internal Audit Department that supervises the FR Group’s internal control systems, and a Legal Department that oversees compliance.
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 Statutory Auditors, the President and the compliance officer.
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.
The Code of Conduct Committee, which includes external specialists such as lawyers and certified public accountants, conducts regular reviews of compliance maintenance and the 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.

C. Data Storage and Management Relating to Execution of FR Group Directors’ Duties

The documents listed below relating to Company and Group subsidiary Directors’ duties are retained as proof of decision-making and business-execution processes, as stipulated by law, Articles of Incorporation, and Rules of 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 other meetings held by important employees and relevant documentation

D. Managing Risk of Losses to FR Group

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.
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 Directors’ Duties

To ensure that the duties of 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.
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 taken after due deliberation.
The execution of decisions made by the Board of Directors shall be conducted efficiently and appropriately by the Group 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 manner.

G. Ensuring Proper Execution of Corporate Groups Formed by Company and FR Group

Subsidiaries

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

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P3 P5 P15 P52 P53

monitors affiliates if necessary. If Directors of Group subsidiaries discover any legal violations or serious compliance breaches, they should report them to the Statutory Auditors, the President and compliance officer.

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 Board of Statutory Auditors, the President and the compliance officer, and request appropriate improvements.

H. Employee Assistants Requested by Statutory Auditors, and ensuring Their Independence and Effectiveness of Statutory Auditors’ Instruction Towards Employee Assistants

Upon receiving a request from the Board of Statutory Auditors, the Company shall establish rules to determine which employees assist the Statutory Auditors with their duties, and assign appropriate internal personnel to the Statutory Auditors or employ external lawyers or certified public accountants. To ensure assistants are independent of the Directors, their performance will be evaluated by Statutory Auditors, and the Board of Statutory Auditors will approve decisions made by the Board of Directors on their assignment, dismissal, transfer and wages, etc.
Assistants shall report directly to the Statutory Auditors and may not hold concurrent positions that involve the execution of Company’s business.

I. Director and Employee Reporting to Statutory Auditors, and Other Reports

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 Statutory Auditors. Irrespective of these rules, the Statutory Auditors may request reports from Directors or employees of the Company, or Directors, employees and Statutory Auditors of Group subsidiaries if necessary.
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 Statutory Auditors. If the Statutory Auditors judge there is a problem with this framework, they can inform the Directors and the Board of Directors and request improvements.
The Company has made it widely known to Directors and employees across the entire FR Group that using reports submitted to Statutory Auditors to penalize the submitter is forbidden. Submitted reports are protected by strict information management systems.

J. Policy on Prepayment or Reimbursement of Expenses for Statutory Auditors

If Statutory Auditors 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 Statutory Auditor’s duties.

K. Other Matters Ensuring Efficient Audits by Statutory Auditors

Statutory Auditors attend Board of Directors meetings and other important meetings to observe the reporting and discussion of significant issues. They may voice opinions if necessary.
The President meets regularly with Statutory Auditors 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:

The Company adopts a firm stand 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.
The Company forbids the use of anti-social forces for Company or individual gain.

（3） Fast Retailing’s Fundamental Policies in Action

As�the�key�decision-making�body�on�management�and�business�execution,�the�Board�of� Directors�meets�at�least�once�a�month�to�discuss�and�determine�key�issues.�In�addition,� management�strategies�or�business�plans�mandated�by�the�Board�can�be�swiftly�revised�at� the�weekly�management�meeting�(Monday�Meeting)�chaired�by�the�President.�Five�External� Directors�and�three�External�Statutory�Auditors�voice�frank,�timely�views�at�Board�meetings,� and�carefully�supervise�company�management�and�business.�

��The�Company�has�established�several�committees,�which�include�External�Directors�and� Statutory�Auditors,�to�complement�the�functions�of�the�Board�of�Directors.�These�committees� meet�regularly,�and�encourage�open�discussion�and�swift�decision-making.

Statutory Auditors communicate closely with the accounting auditor, the Internal Audit Department, and Statutory Auditors at Group companies through regular meetings and information exchange.

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Below is a diagram of our corporate governance systems.

P3 P5 P15 P52 P53

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----- Start of picture text -----

General meeting of shareholders
Elect/dismiss Elect/dismiss Human Resources
Committee
Board of Auditors (Consult/
report) CSR Committee
(Three out of five are external) (Oversee) Board of Directors
(Five out of six are external)
Accounting Auditors (Elect/ Disclosure
dismiss) Committee
IT Investment
(Elect/dismiss)
Committee
Entrusted Group Code of Conduct
(Audit)
Internal Audit Officers Committee
Department Chief Executive Business Ethics
(Report)
Officer Committee
----- End of picture text -----

Roles and activities of the committees are as follows.

Human Resources Committee

The Human Resources Committee is responsible for the discussion of important organizational changes and adjustments to the human resources system of the Fast Retailing Group, and offering its views and suggestions to the Board of Directors.

CSR Committee

The CSR Committee discusses and determines the direction of the Company’s CSR policies covering matters such as environmental protection, social contribution, compliance and diversity, and creates and publishes CSR reports. The CSR Committee is chaired by the head of the CSR department, and the members include outside experts and external statutory auditors as well as Group officers. The committee held 2 meetings during the 54th fiscal year.

Disclosure Committee

The Disclosure Committee, headed by the official in charge of disclosing information to the Tokyo Stock Exchange (TSE), is responsible for increasing the transparency of the Company’s management, through its aim: “disclosure of information that is timely, accurate, fair and easy to understand.” The Committee is responsible for making decisions about the timing and content of timely disclosures and voluntary disclosures to the TSE regarding matters it determines to have potential material impact on the investment decisions of shareholders and investors. The committee held 16 meetings during the 54th fiscal year.

IT Investment Committee

The Investment Committee’s role is to deliberate and decide IT investment policy at the executive level, for the purpose of optimizing the allocation of resources in information systems and advancing the Company’s business. In addition, this committee formulates IT

investment budgets and examines the suitability and investment return of specific undertakings together with external specialized organizations. The committee held 8 meetings during the 54th fiscal year.

Code of Conduct Committee

The Code of Conduct Committee is responsible for deliberating and responding to violations of the Fast Retailing Code of Conduct (“FR Code of Conduct”), as well as advising on the operation of hotlines, and ensuring that the Company’s executives and employees are fully aware of the requirements of the FR Code of Conduct. The Committee is chaired by the head of the general administration/employee satisfaction promotion department, and includes auditors, advisors and attorneys.

Business Ethics Committee

The purpose of this committee is to ensure that the Group does not use its advantageous position to exert undue pressure on vendor companies (production factories, suppliers, etc.). The committee provides advice and counsel to departments involved, based on surveys of business conditions and suppliers conducted by external organizations. The Committee is chaired by the head of the CSR department, and includes auditors, advisors and attorneys. The committee held 12 meetings during the 54th fiscal year.

Below is a diagram of composition of directors and statutory auditors for each committee.

�Committee�Member

		Human Resources Committee	CSR Committee	Disclosure Committee	IT Invest- ment Committee	Code of Conduct Committee	Business Ethics Committee
Internal Director	Yanai				Chairman
External Director	Hambayashi	Chairman
	Hattori
	Murayama				Observer
	Shintaku				Observer
	Nawa
Standing Statutory Auditor	Tanaka
	Shinjo
External Statutory Auditor	Yasumoto
	Watanabe
	Kaneko
Number of Group Offcers, External Specialists, etc.		4	12	6	3	7	4

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Notes: The head of the CSR Department chairs both the CSR Committee and the Business Ethics Committee.

The Disclosure Committee is chaired by the individual responsible for disclosing information to the Tokyo Stock Exchange.

The head of the General Administration & Employee Satisfaction Department chairs the Code of Conduct Committee.

The required notification pertaining to independent officers has been submitted to the Tokyo Stock Exchange for Toru Hambayashi, Nobumichi Hattori, Masaaki Shintaku, Takaharu Yasumoto, Akira Watanabe and Keiko Kaneko.

Consolidated Financial Statements

4 Policy on Determination of Dividends from Surplus

The Company regards the distribution of profits to shareholders as one of its most important considerations. Our basic policy is to constantly increase earnings and to provide ongoing, appropriate profit distribution based on performance.

Our policy is to pay dividends that reflect business performance after taking into consideration funds needed to expand business, improve revenues, and ensure the financial soundness of the Group.

Based on the policy outlined above and the earnings of the fiscal year ended 31 August 2015, we plan to pay a year end dividend of ¥175 per share with decision of the Board of Directors. Together with the ¥175 interim dividend per share, this will bring the total annual dividend for the current fiscal year to ¥350.

Fast Retailing Group

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Consolidated Financial Statements (IFRS)

Consolidated Statement of Financial Position (As at 31 August 2015)

Consolidated Statement of Financial	Consolidated Statement of Financial	Position(As at 31 August 2015)	Position(As at 31 August 2015)
		(Millions of yen)
Item	As at 31 August 2014 As at 31 August 2015	Item	As at 31 August 2014 As at 31 August 2015
Assets		Liabilities
Current assets Cash and cash equivalents Trade and other receiv- ables Other current fnancial assets Inventories Derivative fnancial assets Income taxes receivable Others Non-current assets Property, plant and equipment Goodwill Other intangible assets Non-current fnancial assets Deferred tax assets Others	717,037 874,394	Current liabilities	273,196 292,242
	314,049 355,212	Trade and other payables	185,119 181,577
	47,428 44,777	Derivative fnancial liabilities	1,012 100
	9,119 22,593	Other current fnancial liabilities	12,696 15,471
	223,223 260,006	Income taxes payable	32,750 36,763
	99,125 157,490	Provisions	16,154 22,615
	11,951 18,564	Others	25,462 35,714
	12,139 15,748	Non-current liabilities	83,069 96,658
	275,270 289,311	Non-current fnancial liabilities Provisions	27,604 25,513
	114,398 129,340
			7,694 10,203
	26,715 27,165	Deferred tax liabilities	37,387 47,272
	46,968 40,991	Others	10,383 13,668
	71,293 75,940	Total liabilities	356,265 388,901
		Equity
	11,257 11,107
		Equity attributable to owners of the parent	618,381 750,937
	4,636 4,766
		Capital stock	10,273 10,273
		Capital surplus	9,803 11,524
		Retained earnings	525,722 602,623
		Treasury stock, at cost	(15,790) (15,699)
		Other components of equity	88,371 142,214
		Non-controlling interests	17,660 23,867
		Total equity	636,041 774,804
Total assets	992,307 1,163,706	Total liabilities and equity	992,307 1,163,706

Consolidated Statement of Profit or Loss (Year ended 31 August 2015)

Consolidated Statement of Proft or Loss(Year ended 31 August 2015)	Consolidated Statement of Proft or Loss(Year ended 31 August 2015)
(Millions of yen)
Item	Year ended 31 August 2014 Year ended 31 August 2015
Revenue Cost of sales	1,382,935 1,681,781
	(683,161) (833,243)
Gross proft	699,773 848,538
Selling, general and administrative expenses Other income Other expenses	(549,195) (671,863)
	7,025 8,782
	(27,200) (20,992)
Operating proft	130,402 164,463
Finance income Finance costs	6,001 17,354
	(933) (1,141)
Proft before income taxes	135,470 180,676
Income taxes	(56,133) (63,287)
Proft for the year	79,337 117,388
Attributable to:


Owners of the parent Non-controlling interests	74,546 110,027
	4,790 7,360
Total	79,337 117,388

(Note) Amounts are rounded down to the nearest million Japanese Yen.

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Fast Retailing Group

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Financial Statements

Balance Sheet (As at 31 August 2015)

Balance Sheet(As at 31 August 2015)	Balance Sheet(As at 31 August 2015)
		(Millions of yen)
Item	As at 31 August 2014 As at 31 August 2015	Item	As at 31 August 2014 As at 31 August 2015
Assets		Liabilities
Current assets Cash and deposits Trade accounts receivable Short-term investment securities Short-term loans receiv- able from subsidiaries and affliates Income taxes receivable Accounts receivable from subsidiaries and affliates Deferred tax assets Others Allowance for doubtful accounts Non-current assets Property, plant and equip- ment Buildings Structures Tools, furniture and equipment Land Leased assets Intangible assets Software Software in progress Others Investments and other assets Investment securities Investments in subsidiar- ies and affliates Investments in capital of subsidiaries and affliates Long-term loans receiv- able from subsidiaries and affliates Leases and guarantee deposits Others Allowance for doubtful accounts	247,570 269,886	Current liabilities Accounts payable Accruals Deposits received Allowance for bonuses Others Non-current liabilities Guarantee deposits received Deferred tax liabilities Others	48,231 31,043
	46,673 145,192		3,178 4,251
	12,679 11,818
	131,622 39,943		1,173 715
			42,435 23,939
	34,275 49,226
			1,283 1,614
	11,481 17,979		160 521
	8,962 3,036		4,625 2,959
			1,127 1,126
	― 867
	1,877 1,821		3,012 1,072
	(1) (0)		486 759
	137,542 140,122	Total liabilities	52,857 34,002
	3,116 2,815	Net assets
		Shareholders’ equity Capital stock Capital surplus Capital reserve Other capital surplus Retained earnings Legal reserve Other retained earn- ings Special reserve fund Retained earnings carried forward Treasury stock Valuation and translation adjustments Unrealized gains/ (losses) on avail- able-for-sale securities Share subscription rights	335,136 373,023
	1,745 1,448
			10,273 10,273
	91 86
	116 119		6,435 7,129
			4,578 4,578
	1,158 1,158
	4 2		1,856 2,550
	17,333 11,377		334,217 371,318
	11,849 10,179
			818 818
	5,403 1,124
	80 73		333,399 370,500
	117,092 125,930
			185,100 185,100
	439 553		148,299 185,400
	74,922 75,810
	11,069 12,629		(15,790) (15,699)
			(4,515) 329
	24,034 29,898
			(4,515) 329
	5,314 5,986
	1,310 1,051
			1,634 2,654
	(0) (0)
		Total net assets	332,255 376,007
Total assets	385,113 410,009	Total liabilities and net assets	385,113 410,009

(Note) Amounts are rounded down to the nearest million Japanese Yen.

Statement of Income (Year ended 31 August 2015)

(Millions of yen)

	(Millions of yen)
Item	Year ended 31 August 2014 Year ended 31 August 2015
Operating revenue Operating expenses	77,438 119,071
	33,961 41,227
Operating income	43,477 77,844
Non-operating income Interest income Interest income from investment securities Foreign exchange gains Others Non-operating expenses Interest expenses Others	3,753 11,683
	62 292
	86 39
	3,508 11,218
	96 132
	308 282
	14 42
	294 239
Ordinary income	46,921 89,245
Extraordinary income Gain on sales of investments in short-term investment securities Gain from discharge of indebtedness Others Extraordinary losses Losses on retirement of non-current assets Losses on sales of investments in short-term investment securities Impairment losses of investments in investment securities Impairment losses	427 1,775
	― 1,773
	427 ―
	― 1
	23,499 23,212
	― 9
	― 1,081
	23,499 15,591
	― 6,530
Income before income taxes	23,849 67,808
Income taxes – current Income taxes – deferred	(91) 586
	605 (3,005)
Net income	23,336 70,227

(Note) Amounts are rounded down to the nearest million Japanese Yen.

P3 P5 P15 P52 P53

Auditors’ Report

(Translation) Auditors’ Report on Consolidated Financial Statements

Independent Auditors’ Report

21 October 2015

The Board of Directors FAST RETAILING CO., LTD.

Ernst & Young ShinNihon LLC

Certified Public Accountant Shigeyuki Amimoto Designated and Engagement Partner Certified Public Accountant Shuji Kaneko Designated and Engagement Partner Certified Public Accountant Yoshihisa Shibayama Designated and Engagement Partner

Pursuant to Article 444, Section 4 of the Companies Act, we have audited the accompanying consolidated financial statements, which comprise the consolidated statement of financial position, the consolidated statement of profit or loss, the consolidated statement of changes in equity and the notes to the consolidated financial statements of FAST RETAILING CO., LTD. (the “Company”) applicable to the fiscal year from 1 September 2014 through 31 August 2015.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards with some omissions of disclosure items pursuant to the latter part of Paragraph 1, Article 120 of the Ordinance on Company Accounting, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the consolidated financial statements are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including an assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. The purpose of an audit of the consolidated financial statements is not to express an opinion on the effectiveness of the entity’s internal control, but in making these risk assessments, the auditors consider internal controls relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements prepared in accordance with International Financial Reporting Standards with certain disclosure items omitted pursuant to the latter part of paragraph 1, Article 120 of the Ordinance on Company Accounting referred to above, present fairly, in all material respects, the financial position and results of operations of FAST RETAILING CO., LTD. and its consolidated subsidiaries, for the fiscal year ended 31 August 2015.

Conflicts of Interest

We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act.

(Note)

This is an English translation of the original Japanese Independent Auditors’ Report issued by Ernst & Young ShinNihon LLC in connection with the audit of the consolidated financial statements of the Company prepared in Japanese, for the year ended 31 August 2015. Ernst & Young ShinNihon LLC has not audited the English language version of the consolidated financial statements for the above-mentioned year.

(Translation) Auditors’ Report on Financial Statements

Independent Auditors’ Report

21 October 2015

The Board of Directors FAST RETAILING CO., LTD.

Ernst & Young ShinNihon LLC

Pursuant to Article 436, Section 2, Paragraph 1 of the Companies Act, we have audited the accompanying financial statements, which comprise the balance sheet, the statement of income, the statement of changes in net assets, the notes to the financial statements and the related supplementary schedules of FAST RETAILING CO., LTD. (the “Company”) applicable to the 54th fiscal year from 1 September 2014 through 31 August 2015.

Management’s Responsibility for the Financial Statements and the Related Supplementary Schedules

Management is responsible for the preparation and fair presentation of these financial statements and the related supplementary schedules in accordance with generally accepted accounting principles in Japan, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the financial statements and the related supplementary schedules that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements and the related supplementary schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the related supplementary schedules are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the related supplementary schedules. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements and the related supplementary schedules, whether due to fraud or error. The purpose of an audit of the financial statements is not to express an opinion on the effectiveness of the entity’s internal control, but in making these risk assessments, the auditors consider internal controls relevant to the entity’s preparation and fair presentation of the financial statements and the related supplementary schedules in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the related supplementary schedules. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements and the related supplementary schedules referred to above present fairly, in all material respects, the financial position and results of operations of FAST RETAILING CO., LTD. applicable to the 54th fiscal year ended 31 August 2015 in conformity with generally accepted accounting principles in Japan.

Conflicts of Interest

We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act.

(Note)

This is an English translation of the original Japanese Independent Auditors’ Report issued by Ernst & Young ShinNihon LLC in connection with the audit of the financial statements of the Company prepared in Japanese, for the year ended 31 August 2015. Ernst & Young ShinNihon LLC has not audited the English language version of the financial statements for the above-mentioned year.

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Investor Information

Report by the Board of Statutory Auditors

AUDIT REPORT

With respect to the directors’ performance of their duties during the 54th fiscal year (from 1 September 2014 to 31 August 2015), the Board of Statutory Auditors has prepared this audit report after deliberations based on the audit reports prepared by each Statutory Auditor, and hereby reports as follows.

1. Method and Contents of Audit by Each Statutory Auditor and the Board of Statutory Auditors

The Board of Statutory Auditors has established the audit policies, assignment of duties, etc. and received a report from each Statutory Auditor regarding the status of implementation of their audits and results thereof. In addition, the Board of Statutory Auditors has received reports from the Directors and the Accounting Auditor regarding the status of performance of their duties, and requested explanations as necessary. In conformity with the Statutory Auditors’ auditing standards established by the Board of Statutory Auditors, and in accordance with the audit policies and assignment of duties, etc., each of the Statutory Auditors endeavored to facilitate a mutual understanding with the Directors, the internal audit division, and other employees, etc., endeavored to collect information and maintain and improve the audit environment, has attended the meetings of the Board of Directors and other important meetings, received reports on the status of performance of duties from the Directors and other employees and requested explanations as necessary, examined important approval/decision documents, and inspected the status of the corporate affairs and assets at the Company’s head office and principal places.

Also, in relation to (i) the contents of the Board of Directors’ resolutions regarding the development and maintenance of the system to ensure that the Directors’ performance of their duties described in the Business Report complied with all laws, regulations, and the Articles of Incorporation and other systems set out in Article 100, Paragraphs 1 and 3 of the Ordinance for Enforcement of the Companies Act of Japan as being necessary for ensuring the appropriateness of the corporate affairs of a joint stock company (kabushiki kaisha), and (ii) the systems (internal control systems) based on those resolutions, each Statutory Auditor has regularly received reports on the structure of that system and status of operation from Directors and other employees, requested explanations as necessary, and expressed its opinion.

With respect to subsidiaries, each Statutory Auditor endeavored to facilitate a mutual understanding and exchanged information with the Directors and Statutory Auditors, etc. of each subsidiary and received from subsidiaries reports on their respective business as necessary. Based on the above-described methods, each Statutory Auditor examined the Business Report and the supplementary statements for the relevant fiscal year under consideration.

In addition, each Statutory Auditor monitored and verified whether the Accounting Auditor maintained its independence and properly conducted its audit, received a report from the Accounting Auditor on the status of their performance of duties, and requested explanations as necessary. Each Statutory Auditor was notified by the Accounting Auditor that it had established a “system to ensure that the performance of the duties of the Accounting Auditor was properly conducted" (the matters listed in the items of Article 131 of the Ordinance of Company Accounting) in accordance with the “Quality Control Standards for Audits" (Business Accounting Council on October 28, 2005), and requested explanations as necessary.

Stock Exchange Tokyo Stock Exchange, 1st Section (Stock Code 9983) Listing Hong Kong Stock Exchange, Main Board (Stock Code 6288) Number of shares 100 shares (Tokyo Stock Exchange) per trading unit 300 HDR (Hong Kong Stock Exchange) Fiscal Year September 1 to August 31

General meeting Late November of shareholders

Vesting date to receive a year-end dividend The last day of August Vesting date to receive an interim dividend The last day of February For HDR holders, please refer to our press release which will be announced in August and February.

Shares listed on Tokyo Stock Exchange Transfer Agent The Mitsubishi UFJ Trust and Banking Corporation 1-4-5 Marunouchi Chiyoda-ku, Tokyo 100-8212, Japan Telephone: 0120-232-711 (From Japan)

Hong Kong Depositary Receipt Depositary Bank JPMorgan Chase Bank, N.A. HDR Registrar and HDR Transfer Office Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong Tel: 852-2862-8555 E-mail: [email protected]

Based on the above-described methods, each Statutory Auditor examined the Non-Consolidated Financial Statements (the balance sheet, the statement of income, the statement of changes in net assets, and the notes to the financial statements) and the supplementary schedules, and the Consolidated Financial Statements (the consolidated statement of financial position, the consolidated statement of profit or loss, the consolidated statement of changes in equity, and the notes to the consolidated financial statements) for the fiscal year under consideration.

2. Results of Audit

(1) Results of Audit of Business Report, etc.

(i) We acknowledge that the Business Report and the supplementary schedules fairly present the status of the Company in conformity with the applicable laws, regulations, and the Articles of Incorporation.
(ii) We acknowledge that no misconduct or material fact constituting a violation of laws, regulations, or the Articles of Incorporation was found with respect to the Directors’ performance of their duties.
(iii) We acknowledge that the Board of Director’s resolutions with respect to the internal control systems are appropriate. We did not find any matter in the Business Report or the Directors’ performance of their duties concerning the internal control systems that requiring mentioning.
(2) Results of Audit of the Non-Consolidated Financial Statements and the Supplementary Schedules We acknowledge that the methods and results of audit performed by the Accounting Auditor, Ernst & Young ShinNihon LLC, are appropriate.

(3) Results of Audit of the Consolidated Financial Statements We acknowledge that the methods and results of audit performed by the Accounting Auditor, Ernst & Young ShinNihon LLC, are appropriate. 23 October 2015

The Board of Statutory Auditors of FAST RETAILING CO., LTD.

Standing Statutory Auditor	Akira Tanaka
Standing Statutory Auditor	Masaaki Shinjo
Statutory Auditor	Takaharu Yasumoto
Statutory Auditor	Akira Watanabe
Statutory Auditor	Keiko Kaneko

Information Available in the Investor Relations (IR) Section of Our Website

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Management Strategy Materials and videos of our latest business results, meetings and press conferences IR News IR Library (Annual Report, Fact Book, Business Review and CSR Report)

http://www.fastretailing.com/eng/ir/

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FAST RETAILING WAY (FR Group Corporate Philosophy)

Changing clothes. Changing conventional wisdom.

Change the world.

==> picture [517 x 729] intentionally omitted <==

World No.1 men’s singles tennis champion Novak Djokovic is a UNIQLO Global Brand Ambassador.

==> picture [128 x 63] intentionally omitted <==

FAST RETAILING CO., LTD.

www.fastretailing.com

Cover: Professional tennis player Kei Nishikori takes the world by storm.

AI assistant

Fast Retailing Co., Ltd. — AGM Information 2015

51001_rns_2015-11-10_df958b60-564c-4bce-b0de-ef5afee96594.pdf