Fast Retailing Co., Ltd.

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NOTICE OF 2018 General Meeting of Shareholders (Year from 1 September 2017 to 31 August 2018)

Date and time

11.00 JST, Thursday, 29 November, 2018

Location

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

Matters for Resolution

Proposal 1: Election of nine Directors Proposal 2: Election of two Statutory Auditors

Stock Code

Tokyo Stock Exchange: 9983 Hong Kong Stock Exchange (Main Board): 6288

Dear Shareholders

Go back to zero, change everything

Everything is now in place to further accelerate our Ariake Project and transform Fast Retailing into a digital consumer retail company. The Ariake Project discards all former ideas and concepts, and fundamentally reforms our entire supply chain from planning through production, distribution and retail. The project transforms every aspect of the way that all of our employees work, gathering information from around the world, and working with people worldwide to create new products.

The opening of UNIQLO’s first Swedish store in Stockholm in August 2018 was a busy and exciting occasion. I attended the opening ceremony myself, and was deeply struck by people’s approach to life in this top-class, refined culture. The customers in this relaxed, mature country are genuinely interested in clothes, and the nation’s working style is perfectly attuned to creating a high level of added value with a small population. UNIQLO’s LifeWear concept, which offers the ultimate in everyday clothing, has much in common with the Swedish culture and preference for simple, practical life. We believe Europe, the cradle of western clothing culture, is an important market for future Fast Retailing Group strategy. We are proactively expanding our store network in Europe, with the opening of our first UNIQLO store in Amsterdam, the Netherlands in September 2018, and our first UNIQLO store in Copenhagen, Denmark in spring 2019.

In terms of the world’s economic growth centers, I believe the Asian region spanning Greater China, South Korea, Southeast Asia & Oceania, and India will prove a crucial region for future UNIQLO and GU growth. We intend to open our first UNIQLO store in Delhi, India in fall 2019. India is a huge nation with a unique culture. To be successful in that market, we must form strong partnerships with superior Indian companies, go right back to the beginning, and build entirely new methods of doing business. UNIQLO can’t become the world’s No.1 brand without successful operations in India.

Fast Retailing achieved another record of business performance in FY2018. We intend to continue reforming our business going forward to ensure continued strong growth. Our quest to create a new digital consumer retailing industry and become the world’s No.1 brand focuses not only on expanding our business, but also continuing our strong commitment and contribution to sustainable society. Within the clothes-manufacturing process, we work ardently to address issues relating to factory working conditions, upholding human rights and improving the environment. We remain determined to help transform society and make the world a better place through clothes.

November 2018 Tadashi Yanai Chairman, President and CEO

Convocation Notice

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MEMO

NOTICE OF 2018 GENERAL MEETING OF SHAREHOLDERS

Date and time: 11:00 JST, Thursday, 29 November, 2018

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 financial statements for the fiscal 2018 (1 September 2017 to 31 August 2018)
Results of the audit of the consolidated financial statements by the Independent Auditors and the Board of Statutory Auditors for fiscal 2018 (1 September 2017 to 31 August 2018)

Matters for Proposal 1: Election of nine Directors Resolution

Proposal 2: Election of two Statutory Auditors

Information Disclosed Online

Amendments to AGM reference materials, the business report, consolidated financial statements and 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

Employees, Principal Lenders, items relating to external officers, the independent auditors, share subscription rights and ensuring proper business operations (corporate governance)

Consolidated financial statements

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

Financial statements

Statement of changes in net assets, notes to financial statements

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

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

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THE REFERENCE MATERIALS FOR THE 2018 GENERAL MEETING OF SHAREHOLDERS

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Proposal 1 Election of Nine Directors

The term of office of all six current directors expires at the end of this Ordinary General Meeting of Shareholders, so with the aim of strengthening management structures, the Company proposes to increase the total number of directors by three, thus seeking the election of nine directors at this meeting. The candidates for director 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 (69 years old)	Reappointment	Director; Chairman,	46 years	100% (13 of 13)
			President & CEO

2	Toru Hambayashi (81 years old)	Reappointment External Director Independent Officer	Director	13 years	100% (13 of 13)


3	Nobumichi Hattori (60 years old)	Reappointment External Director Independent Officer	Director	13 years	100% (13 of 13)


4	Masaaki Shintaku (64 years old)	Reappointment External Director Independent Officer	Director	9 years	100% (13 of 13)


5	Takashi Nawa (61 years old)	Reappointment External Director Independent Officer	Director	6 years	92.3% (12 of 13)


6	Naotake Ono (70 years old)	New appointment External Director Independent Officer	—	—	—

7	Takeshi Okazaki (53 years old)	New appointment	—	—	—
8	Kazumi Yanai (44 years old)	New appointment	—	—	—
9	Koji Yanai (41 years old)	New appointment	—	—	—

Tadashi Yanai 1 Reappointment

DOB: 7 February 1949

No. of years as a Board Director:

46 (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)
Chairman, President and CEO, UNIQLO CO., LTD. (current)
Nov. 2005
Director and Chairman, GOV RETAILING CO., LTD. (currently G.U. CO., LTD.) (current) External Director, Nippon Venture Capital Co., Ltd. (current)
Sep. 2008
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 17 other subsidiaries of the Company External Director, Nippon Venture Capital Co., Ltd.

Selection for Chairman, President and CEO

Tadashi Yanai founded and built Fast Retailing into the successful corporate group that it is today. Appointed President and CEO in 1984, he has steered the company’s management team for 34 years, and expanded the Group into one of the world’s leading specialty store retailers of private-label apparel by developing UNIQLO’s global operations and acquiring different apparel brands. His impressive management experience, broad operational knowledge and focus on increasing sustainable corporate value is vital to the Group’s continued growth. We highly recommend Mr. Yanai’s reappointment.

Candidate Message

We are actively creating a new industry fueled by our quest to become a digital consumer retailing company. Driven by our corporate mission “Changing clothes. Changing conventional wisdom. Change the world,” I want to increase our corporate value even further and realize speedier, transparent management. To fundamentally enrich people’s lives, we intend to pursue initiatives that help realize a sustainable society, and grow as a company that delivers joy and happiness to people all over the world.

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Toru Hambayashi 2 External Director

External Director Independent Officer

Reappointment

DOB: 7 January 1937 No. of years as a Board Director: 13 (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
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)
Jun. 2017 Advisor, Maeda Corporation (current)

Major concurrent offices:

External Director, UNITIKA LTD. Adviser, MAEDA CORPORATION

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

Nobumichi Hattori 3 Reappointment External Director Independent Officer

DOB: 25 December 1957

No. of years as a Board Director: 13 (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:

Joined Nissan Motor Co., Ltd.
Apr. 1981
Joined Goldman Sachs and Company, Headquarters (New York)
Jun. 1989
Managing Director and M&A Advisory of Japan for Goldman Sachs and Company Headquarters (New York)
Nov. 1998
Oct. 2003
Visiting Associate Professor, Graduate School of International Corporate Strategy, Hitotsubashi University
Jun. 2005
External Director, Miraca Holdings Inc.
External Director, FAST RETAILING CO., LTD. (current)
Nov. 2005
Oct. 2006
Visiting Professor, Graduate School of International Corporate Strategy, Hitotsubashi University
Visiting Professor, Waseda Business School (Graduate School of Business and Finance) (current)
Apr. 2009
External Statutory Auditor, Frontier Management Inc. (current)
Mar. 2015
External Director, Hakuhodo DY Holdings Inc. (current)
Jun. 2015
Visiting Professor, Graduate School of Business Administration, Keio University (current)
Jul. 2016

Major concurrent offices:

Visiting Professor, Waseda Business School (Graduate School of Business and Finance) External Statutory Auditor, Frontier Management Inc.

Selection for External Director

Toru Hambayashi is well versed in overall trends in the apparel industry having worked for many years 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 has been extremely useful to the Company as we have sought to expand our apparel-related operations. We highly recommend Mr. Hambayashi is an appropriate candidate for external director.

External Director, Hakuhodo DY Holdings Inc.

Visiting Professor, Graduate School of Business Administration, Keio University

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 graduate schools of Waseda and Keio universities in Tokyo. We believe Mr. Hattori’s knowledge and experience is valuable to our company, and we highly recommend him as a candidate for external director.

Candidate Message

Tadashi Yanai has a strong sense of morality, but it is extremely important that the company transitions from a ‘my company’ under Mr. Yanai, to a more public ‘your company.’ It is my job to strictly evaluate on behalf of company shareholders whether the company is growing sustainably within a healthy and correct framework. I want to continue closing monitoring and supporting FR in its quest to become the world’s No.1 brand.

Candidate Message

As Fast Retailing continues to challenge new phases and stages of its corporate development, the role of the Board of Directors as a key collective that consistently reminds management of risk-side factors grows increasingly important as the years go by. I want to apply my experience at a major US investment bank to objectively judge how capital markets perceive Fast Retailing’s corporate value, and suggest how to best increase that value. I am keen to provide further broad support going forward.

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Masaaki Shintaku 4 External Director

External Director Independent Officer

Reappointment

DOB: 10 September 1954 No. of years as a Board Director: 9 (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
Jan. 2001 Executive Vice President, Oracle Corporation
Apr. 2008 Vice Chairman, Special Olympics Nippon (currently Special Olympics Nippon Foundation) (current)
Jun. 2008 Chairman, Oracle Corporation Japan
May 2009 Advisory Board Member, NTT DOCOMO, INC.
Nov. 2009 External Director, FAST RETAILING CO., LTD. (current)
Jul. 2011 External Director, COOKPAD Inc.
Dec. 2015 External Director, Works Applications CO., LTD. (current)

Major concurrent offices:

Vice Chairman, Special Olympics Nippon Foundation External Director, Works Applications CO., LTD.

Takashi Nawa 5 Reappointment External Director Independent Officer

DOB: 8 June 1957

No. of years as a Board Director: 6 (at the conclusion of current AGM) Board of Directors’ meeting attendance: 92.3% (12 of 13)

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

Apr. 1980 Joined Mitsubishi Corporation
Joined McKinsey & Company
Apr. 1991
Professor, The Graduate School of International Corporate Strategy, Hitotsubashi University (current)
Jun. 2010
President, Genesys Partners (current)
Jun. 2010
Sep. 2010
Senior Advisor, Boston Consulting Group
External director, NEC Capital Solutions Limited (current)
Jun. 2011
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:

Professor, The Graduate School of International Corporate Strategy, Hitotsubashi University President, Genesys Partners

External director, NEC Capital Solutions Limited External Director, DENSO Corporation External Director, Ajinomoto Co., 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 valuable in-depth knowledge of sponsored athletes and sports for people with disabilities makes him an appropriate candidate for external director.

Candidate Message

Fast Retailing has formed a cohesive corporate Group, globalized its operations, and is now determinedly investing in transforming its logistics and IT systems as its starts its own transformative journey to become a digital consumer retailing company. In such periods of operational change, it is important to nurture truly talented managers who can serve as the dynamic drivers of growth. It is heartening to see the company steadily expanding personnel who exhibit a strong desire to take on new challenges. Fast Retailing’s Board of Directors should also work as a unified team to help accelerate the company’s progress, and contribute to future growth.

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. His deep knowledge of ESG-related items equips him to make a large contribution as a member of the Sustainability Committee. His experience should also prove extremely in promoting global business and diverse management, and we highly recommend him as a candidate for external director.

Candidate Message

I always try to express opinions in management discussions that promote diversity. I 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 want to firmly support future growth by pointing out problems with any policy direction, and offering objective, appropriate advice regarding new business areas.

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Naotake Ono 6 New appointment External Director

External Director Independent Officer

DOB: 28 October 1948

No. of years as a Board Director: — Board of Directors’ meeting attendance: —

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

Apr. 1971 Joined Daiwa House Industry Co., Ltd.
Jun. 2000 Director, Daiwa House Industry Co., Ltd.
Apr. 2004 Senior Managing Executive Officer, Deputy Head of Marketing Division, Daiwa House Industry Co., Ltd.
Apr. 2007 Executive Vice President, Head of Marketing, Daiwa House Industry Co., Ltd.
Apr. 2011 President & COO, Daiwa House Industry Co., Ltd.
Nov. 2017 Special Advisor, Daiwa House Industry Co., Ltd. (current)

Major concurrent offices:

Special Advisor, Daiwa House Industry Co., Ltd.

Takeshi Okazaki 7 New appointment

DOB: 9 July 1965

No. of years as a Board Director: — Board of Directors’ meeting attendance: —

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

Apr. 1988 Joined the Long-Term Credit Bank of Japan
Jul. 1998 Entered McKinsey & Company
Became partner of McKinsey & Company
Jan. 2005
Aug. 2011 Joined FAST RETAILING CO., LTD.
Group Senior Vice President & CFO, FAST RETAILING CO., LTD.
Aug. 2011
Sep. 2012 Group Executive Vice President & CFO, FAST RETAILING CO., LTD. (current)

Major concurrent offices:

Chairman, FAST RETAILING (CHINA) TRADING CO., LTD President, FAST RETAILING FRANCE SAS

CEO, Fast Retailing USA, Inc.

Director of UNIQLO Co., Ltd., and director or executive officer at 23 other subsidiaries of the Company

Selection for External Director

Naotake Ono has amassed a wealth of management knowledge and experience as President & COO of Daiwa House Industry Co., Ltd., a major construction company in Japan. We believe Mr. Ono’s experience and expertise as an outstanding manager will be useful for accelerating UNIQLO and GU store openings in global markets, and we highly recommend him as an appropriate candidate for external director.

Candidate Message

When I myself was in senior management, I wanted to do implement the things that external directors suggested. Mr. Yanai is a manager who is open to ideas. Developing a broad perspective by showing interest not only in what is going on in your own industry, but in other industries as well is vital to good management. In that sense, I intend to voice my opinions frankly and directly to Mr. Yanai, and I want to fulfill my role fully as an external director focused on risk management and ensuring management transparency.

Selection for Director

Since entering the company in 2011, as Group CFO, Takeshi Okazaki has helped create a global framework in the management fields of accounting and financial affairs, management planning, purchasing, etc. At the same time, he exhibited leadership for overall operations as one of the core drivers of the Ariake Project. He can be expected to continue as CFO to maintain an awareness of the most important issues for the company as a whole and apply his strong leadership to solving problem. We highly recommend Mr. Okazaki as a candidate for director.

Candidate Message

As one of the Group’s Executive Vice Presidents, I want to fulfill the responsibility of both executing and supervising corporate management to the very best of my ability. As Group CFO, I think I can contribute to an even more realistic and deeper debate in the Board by conveying actual situations first hand. I want to offer comment that helps direct the management group, including myself, and ensures proper management from the perspective of our customers and other diverse stakeholders.

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Kazumi Yanai 8 New appointment

DOB: 23 April 1974

No. of years as a Board Director: — Board of Directors’ meeting attendance: —

No. of Fast Retailing shares held:

4,781,818 shares

Career profile and Fast Retailing positions held:

Sep. 1997 Entered The Goldman Sachs Group, Inc.
Jul. 2004 Entered Link Theory Holdings (US) Inc. (currently Theory LLC) New York HQ
Sep. 2009 Entered FAST RETAILING CO., LTD.
Jan. 2012 Chairman, Theory LLC (current)
Nov. 2012 Executive Officer, Fast Retailing Group (current)

Koji Yanai 9 New appointment

DOB: 19 May 1977

No. of years as a Board Director: — Board of Directors’ meeting attendance: —

No. of Fast Retailing shares held:

4,780,600 shares

Career profile and Fast Retailing positions held:

Apr. 2001 Entered Mitsubishi Corporation
- Seconded to Mitsubishi Corporation’s food subsidiary Princes Limited in the UK Entered FAST RETAILING CO., LTD. to manage UNIQLO sports marketing General Manager, Global Marketing Division, UNIQLO CO., LTD. Group Senior Vice President, FAST RETAILING CO., LTD. (current)
Apr. 2009
Sep. 2012 May 2013
Sep. 2013
Nov. 2013 COO, UNIQLO USA LLC
Nov. 2015 Chairman, UNIQLO USA LLC (current)
Jul. 2017 CEO, Chairman and President, J BRAND HOLDINGS, LLC (current)

Major concurrent offices:

Director of LINK THEORY JAPAN CO., LTD.

Chairman of Theory LLC Chairman of UNIQLO USA LLC

CEO, Chairman and President of J BRAND HOLDINGS, LLC and Director of 14 other subsidiaries of the Company

Selection for Director

Kazumi Yanai entered the Company in 2004 after gaining experience in US investment bank. Having been mainly involved in the management of the US Theory operation and UNIQLO USA, he has developed a rich of international business management perspective. The candidate’s experience is necessary to the further growth of the Group as it expands its global operations and we highly recommend him as a candidate for director.

Candidate Message

I want to help create a strong fundamental basis for continued Company growth by upholding the Fast Retailing corporate culture, strengthening our governance, and valuing our social contribution. As a member of the founding family, I believe my responsibility is to take a longterm perspective and aim to bolster the Company’s global growth. As a company director, my job is not only to voice opinions, but also to implement them, and I want to work together with our employees and management team to create our ideal Company.

Selection for Director

Koji Yanai entered the Company in 2012 with a wealth of experience at a major Japanese trading company. He has primarily exhibited leadership in the field of global marketing at the UNIQLO operation and recently helped secure the appointment of Roger Federer as a global brand ambassador. The candidate’s marketing knowledge and experience is necessary to the further growth of the Group as it expands operations as a digital consumer retailing company. We highly recommend him as a candidate for director.

Candidate Message

I have learned much about the Company’s culture across a broad range of fields from global marketing, to the Ariake Project, and human resource development. Having gained an understanding of on-the-ground reality through my experience as an executive officer, I believe the most important thing is to develop a management style that values and nurtures people. I repeatedly quiz myself about the reasons why I should become a Director as a member of the founding family. I want to contribute to sustainable corporate growth and strong governance frameworks.

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Outline of Non-executive Directors limited liability agreement

To enable Non-executive Directors to fulfill their roles to the best of their ability and meet expectations, Article 29 of the Company Articles of Incorporation stipulates that the Company may enter into agreements with Non-executive Directors to limit their liability to compensate for damages suffered due to negligence in the execution of their duties. Accordingly, the Company signed limited liability agreements with Toru Hambayashi, Nobumichi Hattori, Masaaki Shintaku and Takashi Nawa. These agreements shall be extended in the event that these four persons are re-elected as non-executive directors. A similar agreement to limit liability will be formed between the Company and Naotake Ono if he is elected as a new external director. This agreement is outlined below:

The limited liability agreement is based on provisions in Article 427, Paragraph 1 of the Companies Act, and limits the liability for damages under Article 423, Paragraph 1 of the Companies Act. The agreement state that liability for damages shall be limited to be limited to either 5,000,000 yen or the amount stipulated by law, whichever represents the higher figure. Naotake Ono, Takeshi Okazaki, Kazumi Yanai and Koji Yanai are candidates for new director. The Tokyo Stock Exchange has been notified that Toru Hambayashi, Nobumichi Hattori, Masaaki Shintaku and Takashi Nawa serve as independent officers, and we will notify the Exchange if their reappointment is approved. We also intend to notify the Tokyo Stock Exchange that Naotake Ono serves as an independent officer if his appointment is approved. Three candidates for Director: Tadashi Yanai, Takeshi Okazaki and Kazumi Yanai serve as directors on the Boards of UNIQLO Co., Ltd. or other Fast Retailing Group subsidiary companies. Fast Retailing has contracts with all of these companies regarding the use of the brand and other pertinent items.

Candidate for director Naotake Ono serves as a special advisor to Daiwa House Industry Co., Ltd., a company with which Fast Retailing conducts office lease-related business dealings. FAST RETAILING CO., LTD. has no specific interests or agreements with any of the other candidates for director.

■ Standards for Evaluating the Independence of External Directors

A person shall not qualify as an independent director or statutory auditor of Fast Retailing, if:

（1） he/she is, or has been within the past three years, a Business Partner1 or an Executive Officer2 of a Business Partner*2 of the Fast Retailing Group, whose annual business dealings with Fast Retailing Group during the most recent business year constituted 2% or more of the Fast Retailing Group’s consolidated revenue;
（2） he/she is, or has been within the past three years, a Business Partner1 of the Fast Retailing Group or an Executive Officer of a Business Partner2 of Fast Retailing, whose annual business dealings with the Fast Retailing Group during the most recent business year constituted 2% or more of the Business Partner’s consolidated revenue;
（3） he/she is a consultant, an accountant or an attorney who receives, or has received over the past three years, any monies or property equivalent to 10 million yen or more from the Fast Retailing Group, except for remuneration as a director or an auditor; or
（4） he/she is, or has been over the past three years, a partner, an associate or an employee of an accounting auditor of Fast Retailing or its subsidiaries.

Election of two Statutory Auditors

Proposal 2

The term of office of Standing Statutory Auditor Akira Tanaka and External Statutory Auditor Akira Watanabe expires at the end of this Ordinary General Meeting of Shareholders, so the Company seeks the election of two statutory auditors at this meeting. The Board of Statutory Auditors have agreed to this proposal. The candidates for Statutory Auditor are as follows.

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Years as
Candidate Board of meeting
Name Position Statutory
number attendance
Auditor
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				12 (at the	Directors’ meeting
1	Akira Tanaka (76 years old)	Reappointment	Statutory Auditor	conclusion of current	100% Auditors’ meeting
				AGM)	100%

2	Takao Kashitani (70 years old)	New appointment External Statutory Auditor Independent Officer	—	—	—

Outline of External Statutory Auditors limited liability agreement

To enable External Statutory Auditors to fulfill their roles to the best of their ability and meet expectations, the Company forms limited liability agreements with the External Statutory Auditors which limits their liability for damages under Article 423, Paragraph 1 of the Companies Act. A similar agreement to limit liability is scheduled to be formed between the Company and Takao Kashitani if his candidacy for External Statutory Auditor is approved. This agreement is outlined below:

Takao Kashitani is a new candidate for External Statutory Auditor.

If his appointment is approved, we plan to notify the Tokyo Stock Exchange that Takao Kashitani serves as an Independent Officer.

The candidates and Fast Retailing have no mutual special interest to report.

*1 “Business Partner” includes law firms, auditing firms, tax accounting firms, consultants and any other organizations.
*2 “Executive Officer” means (i) for corporations, executive directors, executive officers, corporate officers and employees, and (ii) for non-corporate entities (including general incorporated associations (shadan-hojin), general incorporated foundations (zaidan-hojin), and partnerships), directors with executive functions, officers, partners, associates, staff and other employees.

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Akira Tanaka 1

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Reappointment

DOB: 26 June 1942

No. of years as a Statutory Auditor:

12 (at the conclusion of current AGM)

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

Board of Statutory Auditors’ meeting attendance: 100% (14 of 14)

No. of Fast Retailing shares held: 3,000 shares Career profile and Fast Retailing positions held:

Apr. 1966 Joined The Taisei Fire and Marine Insurance Company. Limited (currently Sompo Japan Insurance Inc.)
Sep. 1972 Joined McDonald’s Co. (Japan), Ltd.
(currently McDonald’s Holdings Company (Japan), Ltd.)
Mar. 1993 Director, McDonald’s Co. (Japan), Ltd.
(currently McDonald’s Holdings Company (Japan), Ltd.)
Apr. 1997 Deputy President and Director, McDonald’s Co. (Japan), Ltd. (currently McDonald’s Holdings Company (Japan), Ltd.)
Aug. 2003 Advisor, FAST RETAILING CO., LTD.
Nov. 2003 Managing Director, FAST RETAILING CO., LTD
Mar. 2006 Senior Vice President, FAST RETAILING CO., LTD.
Nov. 2006 Standing Statutory Auditor, FAST RETAILING CO., LTD. (current)
Apr. 2011 Board Chairman, FR Health Insurance Organization (current)
Oct. 2011 Councilor, Special Olympics Nippon Foundation (current)

Major concurrent offices:

Takao Kashitani 2

New appointment External Statutory Auditor Independent Officer

DOB: 7 November 1948

No. of years as a Statutory Auditor: — Board of Directors’ meeting attendance: — Board of Statutory Auditors’ meeting attendance: — No. of Fast Retailing shares held: — shares

Career profile and Fast Retailing positions held:

Director, Brain Group (Kashitani Accounting Office) (current)
Feb. 1975
Jan. 1986 Representative Partner, Century Audit Company (currently Ernst & Young ShinNihon LLC)
President, Brain Core Co., Ltd. (current)
Apr. 1986
President, FP Brain Co., Ltd. (current)
Mar. 1989
Specially Appointed Professor, Professional Graduate School International Accounting Course, Chuo University
Apr. 2002
Jun. 2012 External Director, Tokyo Electric Power Company Holdings, Inc.
External Director, Japan Freight Railway Company (current)
Jun. 2012

Major concurrent offices:

Director, Brain Group (Kashitani Accounting Office) President, Brain Core Co., Ltd. President, FP Brain Co., Ltd. External Director, Japan Freight Railway Company

Board Chairman, FR Health Insurance Organization Councilor, Special Olympics Nippon Foundation

Selection for External Statutory Auditor

Selection for Standing Statutory Auditor

Akira Tanaka joined Fast Retailing after serving as the Deputy President and Director of McDonald’s Co. (Japan), Ltd. (currently McDonald’s Holdings Company (Japan), Ltd.). As Managing Director,, he monitored UNIQLO and GU retail operations, and franchise operations. Since being appointed Company’s Standing Statutory Auditor in 2006, he has focused on overseeing employee working patterns as a member of the Code of Conduct, the Human Resources and the Sustainability committees. We judge his ample experience is extremely useful to the Fast Retailing Group and highly recommend him as a candidate for Standing Statutory Auditor.

Candidate Message

Our stores are the most important part of FR business, so I always make a point of visiting stores and listening attentively to what store managers and staff have to say. I want to help FR become the best company it can be. To that aim, I will continue to offer proactive advice on such issues as personnel training to promote company growth and maximize employee satisfaction.

Takao Kashitani applies his rich, in-depth expertise as a public certified accountant and tax accountant to a broad range of roles, including external director of private companies and member of government-related committees. We believe his broad experience and knowledge will be extremely valuable to FR, which focuses simultaneously on achieving sustainable growth of operations and strict accounting compliance. We highly recommend him as a suitable candidate for external statutory auditor.

Candidate Message

I have worked in accounts auditing and revitalization projects in the private sector, and as a member of government committees on administrative reform, regulatory reform and policy assessment in the public sector. I want to apply that experience to fulfill the heavy responsibility that comes with the role of external statutory auditor. Mr. Yanai displays a wonderful approach and creativity in his corporate management, but he is also willing to listen positively to those who point out pertinent problems, so I don’t intend to confine my comments entirely to the jurisdiction of external statutory auditors, but to offer candid views on a broad range of issues.

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Additional Materials Business Report Fiscal 2018 Performance by Business Segment

Consolidated revenue and operating profit hit a new record high

Revenue 2.1300 trillion yen Operating profit 236.2 billion yen

Revenue Operating profit FY '84 '85 '86 '87 '88 '89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18

UNIQLO Kungsträdgården store (Sweden)

NEWS FLASH September 2017 - August 2018

1 Fiscal 2018 Business Performance (Year to 31 August 2018)

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1. Fast Retailing Group Business Performance

The Fast Retailing Group achieved record levels of revenue and profit in fiscal 2018, or the twelve months from 1 September 2017 to 31 August 2018. Consolidated revenue totaled ¥2.1300 trillion (+14.4% year-on-year) and operating profit reached ¥236.2 billion (+33.9% year-on-year). This strong performance was due largely to a significant revenue and profit increase at UNIQLO International, and stable revenue and profit growth at UNIQLO Japan. The consolidated gross profit margin improved by 0.5 points year-on-year in fiscal 2018 and the selling, general and administrative expense ratio improved by 1.5 points. Under other expenses, the Group recorded ¥12.3 billion in impairment losses on France-based COMPTOIR DES COTONNIERS and other labels and on store revaluations. A gain of ¥6.4 billion was recorded under finance income/costs resulting from a balance of ¥4.3 billion in interest income net of interest expense. As a result, fiscal 2018 profit before income taxes expanded to ¥242.6 billion (+25.5% year-on-year) and profit attributable to owners of the Parent increased to ¥154.8 billion (+29.8% year-on-year).

Capital expenditures increased by ¥9.6 billion year-on-year to ¥69.3 billion (including finance leases). Breaking down that capital expenditure figure: ¥9.9 billion was invested at UNIQLO Japan, ¥26.3 billion at UNIQLO International, ¥4.5 billion at GU, ¥2.7 billion at Global Brands, and ¥25.8 billion in systems, etc. In addition to investing in new UNIQLO and GU stores, more funding was channeled into IT investment and warehouse automation, two key elements of the Groupwide Ariake Project.

The Group’s medium-term vision is to become the world’s number one apparel retailer. In pursuit of this aim, we are focusing our efforts on expanding UNIQLO International and our GU casual fashion brand. We continue to increase UNIQLO store numbers in each country where we operate, and open global flagship stores and large-format stores in major cities around the world to help consolidate UNIQLO’s position as a key global brand. Within the UNIQLO International segment, Greater China (Mainland China, Hong Kong and Taiwan) and Southeast Asia are entering a new stage of growth as key drivers of operational growth for the Fast Retailing Group. In addition, UNIQLO USA was able to significantly reduce operating losses, and is working solidly towards turning a profit in fiscal 2019. In terms of the GU operation, we plan to open more GU stores in Japan, while expanding the brand’s international presence, primarily in Greater China and South Korea.

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2017.9

We opened our first Spanish UNIQLO store in Barcelona.

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2017.9

UNIQLO launched its joint collection with JW ANDERSON.

2018.4

2018.6

UNIQLO and GU Fast Retailing issued launched their 250.0 billion yen complimentary service for in-store unsecured straight pickup of online bonds. purchases.

2018.6

Fast Retailing was selected for inclusion in the FTSE4Good Index Series and FTSE Blossom Japan Index.

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2018.7

Professional tennis player Roger Federer was appointed as UNIQLO Global Brand Ambassador.

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2018.8

We opened our first Swedish UNIQLO store in Stockholm.

The FY2018 dividend increased by ¥90 year on year to ¥440 yen per share, split between an interim dividend of ¥200, and a year-end dividend of ¥240 per share.

Financial Highlights

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Profit attributable to
Revenue Operating profit
owners of the parent
¥2.1300 trln ¥236.2 bln ¥154.8 bln
1.8619
176.4 119.2
Y/Y Y/Y Y/Y
14. 4 % 33. 9 % 29.8 %
UP UP UP
FY2017 FY2018 FY2017 FY2018 FY2017 FY2018
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Cash and cash
Free cash flow Dividend per share
equivalents
¥119.2 bln ¥999.6 bln ¥440
334.9
350
683.8
Y/Y Y/Y Y/Y
64. 4 % 46. 2 % 90 y en
DOWN UP UP
FY2017 FY2018 FY2017 FY2018 FY2017 FY2018
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Free cash flow = Net cash from operating activities + Net cash used in investing activities

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UNIQLO Ginza store (global flagship store)
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UNIQLO Japan

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Revenue
¥864.7 bln
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Achieved a large profit gain. Full-year revenue: ¥864.7 billion (+6.7% year on year), operating profit: ¥119.0 billion (+24.1%).

Full-year same-store sales rose 6.2% on increased customer visits. First-half same-store sales growth was extremely strong at 8.4% on the back of a very cold winter and timely production increases of strong-selling item ~~s.~~ Second-half same-store sales expanded 3.3% on strong sales of Summer ranges.

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810.7 Y/Y
6.7 %
UP
FY2017 FY2018
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Online sales: ¥63.0 billion (+29.4%), proportion of total sales rose to 7.3%.

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Operating profit
¥119.0 bln
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Gross profit margin increased 0.4 point on reduced discounting.
SG&A ratio improved 1.6 points on considerably lower advertising & promotion, distribution, and personnel expenses.

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95.9 Y/Y
24.1 %
UP
FY2017 FY2018
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TOPICS
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Super-comfortable new standard for menswear: Kando pants in business

Our Kando pants, designed together with professional golfer and UNIQLO global brand ambassador Adam Scott, are enjoying huge popularity in UNIQLO stores worldwide. We applied Adam Scott’s advice to develop stylish-silhouette pants for men with stretch, comfort and quick-dry qualities that make them the perfect wear for sports as well. Sales of Kando pants have risen dramatically since their launch, with more and more customers coming back each season to buy a second or a third pair.

UNIQLO put a great deal of effort into the material development and, together with synthetic fiber manufacturer Toray Industries, devised a 100% polyester high-functioning material that can be machine-washed without getting creased. Kando pants, made from four types of materials including two ultra-light fabrics (cotton-like and wool-like) and two soft-touch fabrics (cotton-like and wool-like), are being developed into must-have clothing items not only for business and private-life, but also for sports. The appeal of the ultra light range is its amazing light feel, which, when matched with Kando jackets in the same material, creates the ultimate comfortable but smart outfit for business. Our ultra light wool-like range is especially popular because it looks just like wool but with superior stretch. Adam Scott wears Kando pants when playing in professional golf tournaments. UNIQLO will continue making truly good clothes to delight customers around the world.

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Statements
Consolidated Financial
Financial Statements
Auditors’ Report
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Golfer: Adam Scott

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UNIQLO Kungsträdgården store (Sweden)
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First Swedish store a roaring success Treasure European culture, grow our business

UNIQLO opened its first store in Northern Europe in the Swedish capital of Stockholm in August 2018. The UNIQLO Kungsträdgården store is a 1,580m[2] large-format store located next to King’s Garden park, a much-loved public recreation area and prominent historical Stockholm landmark in the center of the city. Designed by the leading Swedish architect of modernist architecture, Sven Gottfried Markelius, the store building is a representative example of modern architecture built in 1969. The store interior carries on the architect’s modernist spirit, and uses the original building plans to create a space where customers can relax and enjoy the shopping experience.

From the very first day, the store has proved a huge success, attracting more customers than we had expected. UNIQLO’s high-quality basic clothes, inspired by our LifeWear concept, have captured the hearts of simplicity-loving Swedish people. The H&M global fashion brand originated in Sweden. While many customers are extremely style-conscious, there is an underlying culture that craves the basic everyday wear that UNIQLO has to offer. This successful experience with our first store in Northern Europe gave us the confidence we needed to develop a more extensive UNIQLO store network in the region. Our first store in the Netherlands, opened in Amsterdam in September 2018, was also greeted with great enthusiasm, and we are now planning to open our first store in Copenhagen, Denmark in spring 2019.

The success of the Stockholm and Amsterdam stores is symbolic of UNIQLO’s rising sales trend across Europe. We intend to establish a strong operational base in Europe by further increasing UNIQLO’s brand visibility. The key to successful development here is to expand our store network by opening global flagship-grade stores that prize and preserve local culture and tradition in the best districts of all major European cities. Our ultimate aim is to convey the attraction of UNIQLO as a brand from Japan, and nurture a lasting affection towards the UNIQLO brand in the hearts of European consumers.

UNIQLO International

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Revenue
¥896.3 bln
708.1 Y/Y
26.6 %
UP
FY2017 FY2018
Operating profit
¥118.8 bln
Y/Y
73.1
62.6 %
UP
FY2017 FY2018
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Achieved significant revenue and profit gains. Revenue: ¥896.3 billion (+26.6%), operating profit ¥118.8 billion (+62.6%).
For the first time, UNIQLO International revenue surpassed UNIQLO Japan and operating profit matched UNIQLO Japan.

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SWEDEN
STOCKHOLM
DENMARK
COMING SOON
UK
NETHERLANDS
GERMANY
BELGIUM P55
FRANCE
SPAIN
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Financial Statements
Auditors’ Report
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UNIQLO Greater China generated significant revenue and profit gains in FY2018. Sales totaled ¥439.8 billion (+26.9%) and operating profit expanded to ¥73.7 billion (+47.1%). Same-store sales continued to grow throughout the year as consumers embraced the UNIQLO LifeWear concept, and regional product mixes proved successful. Greater China also reported strong, double-digit growth in online sales.
South Korea reported strong profit gains on buoyant sales and an improved gross profit margin.
Southeast Asia & Oceania reported continued double-digit growth in same-store sales. Sales expanded to approximately ¥140.0 billion.
UNIQLO USA halved its operating losses on new regionally tailored product mixes and more accurate sales planning.
UNIQLO Europe operating profit doubled on strong performances from Russia, France and the UK. We opened first UNIQLO stores in Spain, Sweden, and the Netherlands.

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GU

Global Brands

Reported a rise in revenue but a fall in profit. Revenue: ¥211.8 billion (+6.4%), operating profit: ¥11.7 billion (-13.1%).
Same-store sales contracted on issues with product lineups and volume planning. In the first-half, the operation suffered from a lack of cold-weather ranges. In the second half, the operation faced lower-than-expected sales ~~of~~ campaign-featured items and shortages of strong-selling products.

The gross profit margin contracted as sluggish sales resulted in sharper discounting, and operating profit declined 13.1% year on year on the back of a higher SG&A ratio.

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Revenue
¥211.8 bln
199.1 Y/Y
6.4 %
UP
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FY2017 FY2018
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Operating profit ~~¥11.7~~ bln

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13.5
Y/Y
13.1 %
DOWN
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FY2017 FY2018

Revenue expanded but profit shrank. Revenue: ¥154.4 billion (+9.5%), operating loss: ¥4.1 billion. Business profit* (which does not include impairment losses): ¥6.2 billion (+49.2%).
The operating loss was caused by the recording of ¥9.9 billion impairment losses on the Comptoir des Cotonniers and other labels.
The Theory operation reported higher revenue and profits. Theory brand achieved stable growth in the US and Japan. The Japan-based PLST brand also expanded favorably, with store numbers rising to 87 at the end of August 2018.
Comptoir des Cotonniers, Princesse tam.tam, and J Brand reported continued operating losses.
Business profit = Revenue – (Cost of sales + SG&A expenses)

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Revenue
¥154.4 bln
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141.0

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Y/Y
9.5 %
UP
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FY2017 FY2018

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Operating profit
¥-4.1 bln
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0.5

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Y/Y
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DOWN
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FY2017 FY2018

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TOPICS
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Eagerly awaited INES DE LA FRESSANGE kid’s line

The UNIQLO / INES DE LA FRESSANGE joint collection, launched in 2014 Spring Summer, marked its tenth season in 2018 Fall/Winter by offering parents and children all over the world the chance to enjoy Ines’ French chic with the launch of her much-awaited kid’s range. A great deal of care was taken to create special outfits that children would cherish as their opportunity to enjoy pure fashion.

This season’s theme was the iconic Montmartre in Paris. The famous Parisian downtown area was the center of Parisian culture in the 1920s when rural-loving artists took up residence to enjoy the atmosphere of abundant freedom and creativity. The 2018 Fall/Winter lineup, with an abundance of tweed, cashmere and corduroy, offers quintessential everyday wear for the chic Parisian woman. The kid’s line offers a rich range of items including pea coats, tailored jackets, dresses and cardigans, all made with the same quality materials, design and finish as the women’s collection, so kids can enjoy fashion as much as adults. The range represents the birth of a new style for the precocious “petit Parisian”.

Ines incorporates a timeless Parisian essence to suit all eras and generations into her collaborative UNIQLO line, creating comfortable, stylish clothes that women will want to wear over and over again. Many families have already become dedicated fans of this season’s collection launched in UNIQLO stores worldwide.

INES DE LA FRESSANGE

Ines de la Fressange grew up in the south of France before starting a career as an international top model in 1975, and becoming the much-loved muse of the world-famous designer. Today, Ines is an active designer, businesswoman and journalist. In 2013, she re-launched her own brand. As the label’s creative director, Ines continues to embody the world of modern Parisian chic fashion.

TOPICS

UNIQLO International overtakes UNIQLO Japan

UNIQLO opened its first store outside Japan in London in September 2001. Back then, UNIQLO was a little-known brand in Europe, America and Asia. Today, UNIQLO boasts stores in 21 countries and regions and recognition as a global brand loved by many people around the world. The UNIQLO brand from Japan has earned strong customer support worldwide for its unique new category of LifeWear clothing. UNIQLO aims to provide the ultimate everyday wear to enrich people’s lives by offering extremely comfortable, genuinely good clothes that are both high quality and fashionable.

Today, UNIQLO International has developed into an operation that is driving drastic change in the profit structure of the entire Fast Retailing Group. UNIQLO’s growth has proved especially remarkable in the Greater China (spanning Mainland China, Hong Kong and Taiwan) and Southeast Asian regions. In FY2018, UNIQLO Greater China achieved revenue of over 400.0 billion yen, and UNIQLO Southeast Asia & Oceania achieved revenue of approximately 140.0 billion yen. With these markets continuing to generate strong growth and secure high profit margins, UNIQLO International revenue surpassed that of UNIQLO Japan in FY2018, and operating profit expanded to the same level as UNIQLO Japan.

UNIQLO is scheduled to enter the Indian market in fall 2019, a market that is predicted to grow into a giant consumer nation with a dramatically expanding middle-income population. UNIQLO has amassed valuable experience from building a firm operational base in markets that are continuing to expand such as Greater China and Southeast Asia. UNIQLO intends to capitalize on that experience to further expand its operations into areas such as India, and become the world’s No.1 apparel manufacturer/retailer.

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UNIQLO International UNIQLO International
¥896.3 bln 42.1%% ¥118.8 bln 48.4%
UNIQLO Japan UNIQLO Japan
¥864.7 bln 40.6% ¥119.0 bln 48.5%
Revenue Operating profit
¥2.1300 trln ¥236.2 bln
Global Brands GU Global Brands GU
¥154.4 bln 7.3% ¥211.8 bln 10.0% ¥-4.1 bln ¥11.7 bln 4.8%
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UNIQLO International
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¥896.3 bln 42.1%%
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Note: In addition to the items listed above, the consolidated results also include Fast Retailing performance and consolidated adjustment.

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UNIQLO Shanghai store (global flagship store)
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As part of its aim to become the world’s No.1 apparel manufacturer/retailer, Fast Retailing seeks to address social and environmental challenges by building a sustainable business, not only within our own company but across our entire supply chain.

We have determined six key areas of materiality for our sustainability activities. We determined the key areas by referring to leading ESG evaluation criteria and Sustainable Development Goals (SDGs) advocated by the United Nations, and mapping customer and other stakeholder impact and expectations on the vertical axis and Fast Retailing’s own priority rankings on the horizontal axis. We have set concrete targets and commitments in each key area of materiality, and instigated various initiatives to help achieve these aims.

UNLOCKING THE POWER OF CLOTHING

Six areas of materiality Create New Value Through Products 1. and Services Respect Human Rights in Our Supply 2. Chain

3.[Respect the Environment]

SUSTAINABILITY

4.[Strengthen Communities]

5.[Support Employee Fulfillment]

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6. [Corporate Governance]
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materiality 1 materiality 3

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Alleviate environmental impact by slashing water usage in jeans manufacturing

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A concentrated group of jeans development specialists at the JEANS INNOVATION CENTER (JIC) has established a revolutionary new technology for manufacturing jeans. Creating a washed or distressed look for jeans requires large volumes of water. Jeans used to be soaked and washed in water, but this newly-developed, revolutionary technology can create the same look and reduce the amount of water used by over 90%* on average. The new technique was created by combining a washing equipment that washes jeans using nanobubbles and ozone molecules with superior specialist jeans technology. In the 2018 Fall Winter season, UNIQLO started producing and selling men’s regular fit jeans made using this advanced technology. In 2019, we intend to produce 10 million items, or approximately one third of Fast Retailing’s total jeans production, using this technology. We will continue to reduce environmental impacts as part of our drive to contribute to a sustainable society.

A washing equipment developed by JIC

Production of men’s regular fit jeans in 2018 compared to 2017.

Save energy, reduce greenhouse gas emissions CO2 at stores and offices

We are working to reduce greenhouse gas emissions at UNIQLO Japan stores by 10% per unit area by FY2020 (compared to FY2013 levels). By the end of FY2017, we have reduced emissions by 7%. By August 2018, we had introduced LED lighting into 88.8% or 734 out of a total 827 stores. Our UNIQLO SHENZHEN Wanxiang Tiandi store, opened in March 2018, is equipped with enough electricity-generating solar panels on the roof to generate 14% of its annual energy needs.

We intend to make energy usage in our stores and offices even more efficient, so we can further reduce greenhouse gas emissions.

HIGG index monitors environmental impact of fabric suppliers

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Fast Retailing is a member of the notfor-profit Sustainable Apparel Coalition (SAC), and introduced SAC’s selfassessment tool for environmental and social sustainability, the HIGG Index, i n t o U N I Q L O ’s m a j o r f a b r i c manufacturing partner factories in 2015. We investigate and evaluate each factory’s environmental impact and work with them to pinpoint possible improvements. The HIGG Index uses seven environmental themes for its evaluations.

Environmental management systems Energy usage, greenhouse gas emissions Water use Wastewater effluent Emissions to air Waste management Chemicals

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materiality 1 and Services materiality 2 materiality 4 Strengthen Communities materiality 5

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Respect Human Rights in Our Supply
Chain
Support Employee Fulfillment
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Monitoring improves working environments across the supply chain

Fast Retailing asks independent organizations to conduct regular inspections of its partner garment factories and main fabric suppliers based on the Partner Factory Code of Conduct pertaining to such items as human rights violations, working environments, and environmental safety. Each factory is informed of the inspection result. If improvements are required, members of Fast Retailing will visit the factory directly and work with factory staff to implement appropriate improvement measures.

Working environment monitoring results (Evaluation of partner factories)

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FR Group (UNIQLO)
Grade Description
FY2015 FY2016 FY2017 FY2018
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			FR Group	(UNIQLO)	(UNIQLO)
		FY2015	FY2016	FY2017
A	No violations	5 (1)	55 (25)	67 (31)	61 (33)
B	One or more minor violations	202 (115)	239 (125)	250 (139)	233 (135)
C	One or more major violations	171 (73)	160 (65)	196 (84)	229 (97)
D	One or more severe violations	75 (28)	44 (14)	49 (13)	84 (34)
E	Highly unethical, serious offense (imediate review of contract)	19 (10)	13 (6)	14 (6)	5 (1)
Number of factories monitored		472 (227)	511 (235)	576 (273)	612 (300)

In FY2018, Fast Retailing demanded serious-offending factories with a D grade to rectify the situation within three months, conducted follow-up monitoring, and cutback orders to factories that had not improved. We either revised or ceased business with E-grade factories that had committed extremely serious offences after deliberating their management and employment conditions in our Business Ethics Committee, and confirming their intention to make improvements.

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All-Product Recycling Initiative 30.29 million items donated to date

Our All-Product Recycling Initiative, launched in 2006, delivers clothing aid to refugees and displaced persons worldwide through UNIQLO’s global partnership with the UN Office for Refugees (UNHCR), and other organizations. By the end of August 2018, UNIQLO and GU stores had donated a total of 30.29 million items of quality second-hand clothing collected from customers who no longer need them.

In FY2017, we worked with UNHCR t o cre a t e a ne w ma na gemen t framework. By separating donations to locations requiring long-term support and locations requiring emergency support, we have been able to increase donations to refugees and displaced persons in South Sudan, Afghanistan and Colombia.

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Protect factory employees’ human rights Establishing a hotline

We have set up Worker Advice Program hotlines in Shanghai, Ho Chi Minh, Dhaka, Jakarta, Tokyo and other locations so employees at major partner factories to get in touch with Fast Retailing directly, and we can gain a clear understanding of any i s s u e s r e l a t i n g t o w o r k i n g environments across the supply chain and seek to rectify them. We receive communications from factory employees about changes in agreed terms such as possible wage cuts, protests about other employees who are continuing work after clocking out and receiving higher productivity b o n u s e s , e t c . F a s t R e t a i l i n g discusses legitimate issues with the factories concerned, and works out a way to prevent a similar occurrence.

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materiality 6

Corporate Governance at Fast Retailing	Corporate Governance at Fast Retailing	Corporate Governance at Fast Retailing	Corporate Governance at Fast Retailing	Corporate Governance at Fast Retailing	Corporate Governance at Fast Retailing	Corporate Governance at Fast Retailing	Corporate Governance at Fast Retailing	Corporate Governance at Fast Retailing	(As at 31 August, 2018)	(As at 31 August, 2018)	(As at 31 August, 2018)
General Meeting of Shareholders
	Elect / dismiss				Elect / dismiss		Report
Board of Statutory Auditors (Three out of five are external)		Audit / Report Board of Directors (Five out of six are external)							Human Resources Committee
									Sustainability Committee
							Consult
									Disclosure Committee
									IT Investment Committee
									Code of Conduct Committee
Report
									Business Ethics Committee
Independent Auditors				Chief Executive Officers
									Human Rights Committee
				Group Officers
									(As at 31 August, 2018) Committee Member
		Human Resources Committee	Sustainability Committee		Disclosure Committee	IT Investment Committee		Code of Conduct Committee		Business Ethics Committee	Human Rights Committee
Internal Director	Yanai					Chairman
External Director	Hambayashi	Chairman
	Hattori
	Murayama					Observer
	Shintaku					Observer
	Nawa
Standing StatutoryAuditor	Tanaka									Observer
	Shinjo				Observer	Observer
External Statutory Auditor	Yasumoto
	Watanabe
	Kaneko
Number of GroupOffcers,External Specialists,etc.		4	6		3	3		4		3	7

Note: The head of the Sustainability Department chairs the Sustainability and the Business Ethics Committees, the person responsible for disclosing information to the Tokyo Stock Exchange chairs the Disclosure Committee, the head of the Legal Department chairs the Code of Conduct Committee, and an external expert chairs the Human Rights Committee. Directors and Statutory auditors of each company offer opinions based on their individual areas of expertise

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External Director Interview

World-leading company actively tackles sustainability challenges

Takashi Nawa

External Director

Company president participates in lively Sustainability Committee debates

We are witnessing a rising global tendency to evaluate companies from an ESG perspective. E stands for environment, S for social, and G for governance, and I consider there to be four levels of implementation. The first refers to companies that have not implemented ESG measures, the second to companies who will do it if the cost is right, the third to companies who do it because they feel it is their duty as a global citizen, and the fourth to companies that implement ESG on a world-class level. I think Fast Retailing itself would quality for level 4, but if you extend the consideration to its suppliers and secondary business partners, then it would undoubtedly unearth some issues the company was not yet aware of.

As a member of the Sustainability Committee, I get to see company president Tadashi Yanai, energetically state his own view. If top management is personally invested in sustainability issues, then problems can be solved speedily. While FR has conducted many genuine activities to date, it is becoming more actively involved in ESG issues. Today, companies are expected to aspire to sustainability on a global scale, so it is important for all employees to get behind ESG practice and pursuit. FR is expanding its global operations, so we can expect it act as an industry leader and pursue bold initiatives.

Encouraging highly satisfying, self-fulfilled work

I always say that Work in Life is better than Work Life Balance. We spend the majority of our life working, so, ideally, we want to work in a place that encourages selffulfillment. If employees think their company does good things for society, pursues meaningful operations, and brings happiness to people worldwide, that breeds pride and genuine employee work power. That’s what we mean when we say that ESG effects corporate performance. As an external director and a Sustainability Committee member, I want to increase FR’s corporate value by continuing to offer the advice and support the company needs to nurture a highly satisfied workforce.

2 Financial Summary (Applied International Financial Reporting Standards)

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Revenue (billions of yen) Operating profit (billions of yen) Business profit (billions of yen)
2,130.0 252.4
1,861.9 236.2
1,786.4
1,681.7
184.0
176.6 176.4
164.4 162.0
127.2
FY2015 FY2016 FY2017 FY2018 FY2015 FY2016 FY2017 FY2018
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Business profit is calculated by subtracting cost of sales, and selling, general and administrative expenses from revenue.

Financial Positions (billions of yen)

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Total assets Total assets
1,953.4
Liabilities
1,388.4
1,050.6
Current
Liabilities assets
Current 626.4 1,618.0
assets
1,077.5
Equity
Equity
902.7
Non-current assets 762.0 Non-current assets
310.8 335.3
FY2017 FY2018
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Point of view

ROA/Ratio of profit to total assets (%) ROE/Ratio of profit to equity attributable to owners of the parent

Earning per share (EPS) (Yen)

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1,517.71
1,169.70 19.4
1,079.42 18.3
16.1
10.2
9.1 9.3
471.31 7.3
4.0
FY2015 FY2016 FY2017 FY2018 FY2015 FY2016 FY2017 FY2018
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Dividend per share (Yen) Payout ratio (consolidated) (%)

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Equity attributable to owners of the parent (billions of yen) Dividend per share (Yen) Payout ratio (consolidated) (%)
Ratio of equity attributable to owners of the parent to total assets (%)
74.3
440
64.5
52.7 862.9 350 350 350
46.4
750.9
44.2
574.5 731.7
32.4
29.9
29.0
FY2015 FY2016 FY2017 FY2018 FY2015 FY2016 FY2017 FY2018
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Total assets at the end of August 2018 increased by ¥564.9 billion year on year to ¥1.9534 trillion on the back of a ¥315.8 billion increase in cash and cash equivalents, and a ¥175.1 billion increase in inventories. Liabilities increased by ¥424.2 billion on the back of a ¥160.0 year-on-year increase in other current financial liabilities, and the FY2018 ¥250.0 billion corporate bond issuance. Equity increased by ¥140.7 billion. Rising profits expanded our retained earnings, and higher cash flow hedges expanded the other components of total equity. As a result, the ratio of equity attributable to owners of the Parent to total assets (ratio of shareholders’ equity to total assets) decreased 8.5 points to 44.2%.

Cash Flows Information (billions of yen)

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Cash and cash
Financing equivalents at
Cash Flows end of year
Operating
Cash and cash Cash Flows 198.2 999.6
equivalents at 176.4 Effect of exchange
beginning of year rate changes on
683.8 Investing cash and cash
Cash Flows equivalents
(57.1) (1.5)
FY2017 FY2018
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Point of view

The balance of cash and cash equivalents expanded ¥315.8 billion to ¥999.6 billion. Cash flow from operating activities stood at ¥176.4 billion. Cash flow used in investing activities totaled ¥57.1 billion, but this was due to depositing more cash to bank deposits with maturities over three months. Cash flows from financing activities stood at ¥198.2 billion following the June 2018 corporate bond issue.

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NEW YORK LONDON PARIS TOKYO

Become the world’s No.1 Digital Consumer R etail Company

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BERLIN SHANGHAI
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THEORY GU

3 Fast Retailing Management Strategy and Immediate Challenges

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4. Major Supply Chain Reforms

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1. Promote Global One Management Principles

We have been actively promoting Global One and Zen-in Keiei management principles to unify UNIQLO, GU, Theory and other Group brands worldwide, encouraging employees to use the best available global methods and pursue a self-motivated, united global approach to any challenge. Our deep-rooted management principles focus on introducing Groupwide, global business processes, while respecting local culture, values and history. Our FR Management Innovation Center (FR-MIC) is also working hard to nurture future managers and corporate leaders.

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2. Accelerate UNIQLO’s Global

3. Strengthen Development of

Superior World-class Products

Development

As the driver of Group growth, we intend to expand UNIQLO International operations even further, accelerating store openings and expanding operations in Greater China, and Southeast Asia & Oceania, and also venturing into new markets such as India and Vietnam. UNIQLO USA is aiming to turn a profit. UNIQLO Europe is working to improve profitability and expand new store openings in Spain, Sweden, the Netherlands, Denmark and other areas. We will strive to open global flagship stores around the world to improve UNIQLO brand visibility.

We collect a vast array of clothes-related information in our R&D centers around the world, and channel that information into the development of world-class products. While we prize the UNIQLO LifeWear concept and strive to achieve ever more finished products, we are always looking to invent fresh UNIQLO styles by collaborating with designers and creators worldwide. We will apply our ability to develop and instantly commercialize customer desires to the GU brand as well, and seek to enhance our ability to develop more fashion-focused products going forward.

We will speed up progress on creating a new supply chain under our transformative Ariake Project drive. By reforming all our business processes from materials procurement through planning, design, production, distribution and retail, we seek to transform ourselves into a new digital consumer retail company that is capable of instantly commercializing customer desires and proactively conveying ideas and information. We are also aggressively pursuing our Ariake Project aims at GU. In addition, the successful automation of our Ariake warehouse represents the logistics reform portion of the Ariake Project. We intend to expand automated warehousing across all UNIQLO and GU operations worldwide, and reform business processes across the entire Fast Retailing Group.

5. Promote Stable Growth at UNIQLO Japan

UNIQLO Japan intends expand the average size of its stores through its scrap-and-build policy, and maintain high levels of efficiency. We will seek to achieve further stable growth by implementing community-rooted local store management that can tailor product mixes and services to best suit local needs. We are transforming UNIQLO Japan into a new, unique retail format through the fusing of real (stores) and virtual (e-commerce) operations. We will continue active digital, IT and logistics investment to help expand the e-commerce operation.

6. Grow our GU Brand

GU is great at offering fashion at low prices, but we want to actively introduce Ariake Project reforms, and strengthen the operation’s product development prowess and product volume accuracy. By reforming materials procurement and manufacturing processes, we hope to achieve more competitive, low-priced products. We intend to continue opening large numbers of new GU stores in Japan, and, at the same time, nurture nascent GU store networks in international markets such as Greater China and South Korea as part of a broader future plan to develop a GU brand presence in Asian countries.

7. Promoting sustainability-focused activities

Fast Retailing remains committed to helping realize a sustainable society through multiple clothing-manufacture related initiatives, including monitoring factory working environments, upholding human rights, and protecting the environment. We promote various activities to enrich people’s lives, including providing clothing aid to refugees and displaced persons through our All-Product Recycling Initiative, operating a social business in Bangladesh, supporting employees by promoting diversity, female participation in the workforce and a healthy work-life balance, and employing people with disabilities.

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4 Major Subsidiaries (as at 31 August 2018)

6 Number of Stores by Business Segment

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(Unit: Stores)

Name	Nominal value of issued ordinary / registered share capital (thousands)	Ownership Ratio of Voting Rights	Details of Main Business	Location
UNIQLO CO., LTD. FAST RETAILING (CHINA) TRADING CO., LTD. UNIQLO TRADING CO., LTD. FAST RETAILING (SHANGHAI) TRADING CO., LTD. * FRL Korea Co., Ltd. FAST RETAILING (SINGAPORE) PTE. LTD. UNIQLO (THAILAND) COMPANY LIMITED PT. FAST RETAILING INDONESIA UNIQLO AUSTRALIA PTY LTD Fast Retailing USA, Inc. UNIQLO EUROPE LTD G.U. CO., LTD. FAST RETAILING FRANCE S.A.S. Theory LLC COMPTOIR DES COTONNIERS S.A.S. PRINCESSE TAM TAM S.A.S. J Brand, Inc.	JPY1,000,000 USD20,000 USD30,000 USD35,000 KRW24,000,000 SGD86,000 THB1,000,000 IDR115,236,000 AUD21,000 USD981,621 GBP40,000 JPY10,000 EUR84,762 USD116,275 EUR2,000 EUR2,000 USD396,340	100.0% 100.0% 100.0% 100.0% 51.0% 100.0% 75.0% (75.0%) 75.0% (75.0%) 100.0% (100.0%) 100.0% 100.0% 100.0% 100.0% 100.0% (100.0%) 100.0% (100.0%) 100.0% (100.0%) 100.0% (100.0%)	UNIQLO Japan UNIQLO International UNIQLO International UNIQLO International UNIQLO International/GU UNIQLO International UNIQLO International UNIQLO International UNIQLO International UNIQLO International /Global Brands UNIQLO International GU Global Brands Global Brands Global Brands Global Brands Global Brands	Yamaguchi/ Tokyo People’s Republic of China (“PRC”) PRC PRC South Korea Singapore Thailand Indonesia Australia United States of America (“USA”) United Kingdom Yamaguchi/ Tokyo France USA France France USA

(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.

					(Unit: Stores)
		FY2017		FY2018
		End Aug.	Open	Close	End Aug.
UNIQLO Japan: Directly operated Large-scale Standard Franchise		831	18	22	827
		790	15	21	784
		209	9	3	215
		581	6	18	569
		41	3	1	43
UNIQLO International: Greater China China Hong Kong Taiwan South Korea Southeast Asia and Oceania Singapore Malaysia Thailand The Phillipines Indonesia Australia USA Canada Europe U.K. France Russia Germany Belgium Spain Sweden		1,089	167	15	1,241
		645	94	13	726
		555	89	11	633
		25	3	0	28
		65	2	2	65
	South Korea	179	8	1	186
	Southeast Asia and Oceania Singapore Malaysia Thailand The Phillipines Indonesia Australia	163	35	0	198
		24	2	0	26
		41	7	0	48
		34	6	0	40
		40	11	0	51
		12	6	0	18
		12	3	0	15
	USA	44	5	1	48
	Canada	2	3	0	5
	Europe U.K. France Russia Germany Belgium Spain Sweden	56	22	0	78
		10	1	0	11
		19	6	0	25
		20	11	0	31
		5	0	0	5
		2	1	0	3
		0	2	0	2
		0	1	0	1
GU:		372	30	9	393
Global Brands: Theory Comptoir des Cotonniers Princesse tam.tam.*		1,002	42	60	984
		538	32	33	537
		333	8	21	320
		131	2	6	127
Total		3,294	257	106	3,445

including franchise stores

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

5 Financing

In the consolidated current fiscal year, the Company issued unsecured straight bonds totaling 250 billion yen. Issuance, interest rate, maturity are as follows.

(Millions of yen)

billion yen. Issuance, intere	st rate, maturity are	s follows.		(Millions of yen)
Name of bonds	Date of Issuance	Amount to be issued	Interest Rate(%)	Date of maturity
5th non-collateralized corporate bonds	6 June 2018	80,000	0.110	6 June 2023
6th non-collateralized corporate bonds	6 June 2018	30,000	0.220	6 June 2025
7th non-collateralized corporate bonds	6 June 2018	100,000	0.405	6 June 2028
8th non-collateralized corporate bonds	6 June 2018	40,000	0.880	4 June 2038

7 Capital Expenditures

(billions of yen)

	UNIQLO Japan	UNIQLO International	GU	Global Brands	System etc.	Total
Capital Expenditures	99	263	45	27	258	693

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1 Shares (as at 31 August 2018)

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2. COMPANY

2 COMPANY OFFICERS

（1） Directors and Statutory Auditors (as at 31 August 2018)

Shares(as at 31 August 2018) 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）	7,410shareholders
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	22.53%
The Master Trust Bank of Japan, Ltd. (Trust account)	19,153thousand	18.77%
Japan Trustee Services Bank, Ltd. (Trust account)	11,111thousand	10.89%
TTY Management B.V.	5,310thousand	5.20%
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)	3,680thousand	3.61%
MASTERMIND Co., Ltd.	3,610thousand	3.54%
Teruyo Yanai	2,327thousand	2.28%

(Note) The investment ratio is calculated excluding treasury stock (4,053,872 shares).

Position and Responsibilities	Name	Other Signifcant Concurrent Offces Held External Director, Softbank Group Corp. Chairman, President and CEO of UNIQLO CO., LTD. Director of 17 other subsidiaries of the Company External Director, Nippon Venture Capital Co., Ltd. Advisor, MAEDA CORPORATION Advisor, The Association for the Promotion of International Trade, Japan External Director, DAIKYO INCORPORATED External Director, UNITIKA LTD. Visiting Professor, Waseda Business School (Graduate School of Business and Finance) External Statutory Auditor, Frontier Management Inc. External Director, Hakuhodo DY Holdings Inc. Visiting Professor, Graduate School of Business Administration, Keio University Visiting Professor, Faculty of Science and Engineering, Waseda University President, Offce Murayama External Director, Meiji Holdings Co., Ltd. Vice Chairman, Special Olympics Nippon Foundation External Director, Works Applications CO., LTD. Professor, The Graduate School of International Corporate Strategy, Hitotsubashi University President, Genesys Partners External Director, NEC Capital Solutions Limited External Director, DENSO CORPORATION External Director, Ajinomoto Co., Inc. Representative Director, FR Health Insurance Organization Councilor, Special Olympics Nippon Foundation Auditor, FAST RETAILING (CHINA) TRADING CO., LTD. and 4 other subsidiaries of the Company President, Yasumoto CPA Offce Statutory Auditor, UNIQLO CO., LTD. Statutory Auditor, LINK THEORY JAPAN CO., LTD. External Statutory Auditor, ASKUL Corporation External Statutory Auditor, FRONTEO, Inc. Non-Executive Director, ASIA PILE HOLDINGS CORPORATION External Director, MAEDA CORPORATION External Statutory Auditor, KADOKAWA DWANGO CORPORATION Partner, Anderson Mori, & Tomotsune Statutory Auditor, UNIQLO CO., LTD. External Statutory Auditor, The Asahi Shimbun Company nvocation Notice P3 The Reference Materials P5 Business Report P19 Consolidated Financial Statements P53 Financial Statements P55 Auditors’ Re
Representative Director; Chairman, President & CEO	Tadashi Yanai
Director	Toru Hambayashi
Director	Nobumichi Hattori
Director	Toru Murayama
Director	Masaaki Shintaku
Director	Takashi Nawa
Standing Statutory Auditor	Akira Tanaka
Standing Statutory Auditor	Masaaki Shinjo
Statutory Auditor	Takaharu Yasumoto
Statutory Auditor	Akira Watanabe
Statutory Auditor	Keiko Kaneko

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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, Masaaki Shintaku and Takashi Nawa are registered at the Tokyo Stock Exchange to serve as independent officers.
Director Toru Murayama is the president of 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.

（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 2018

Classifcation	Number of Offcers	Amount of Paid Remuneration	Summary
Directors (External Directors included)	6 (5)	450million 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)	67million yen (32million 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)	517million yen (82million 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 6 million yen.
The number of directors as at 31 August 2018 is 6 directors and 5 statutory auditors.

Policy on Determination of Dividends from Surplus

3

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 2018, we plan to pay a year end dividend of ¥240 per share with decision of the Board of Directors. Together with the ¥200 interim dividend per share, this will bring the total annual dividend for the current fiscal year to ¥440.

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Consolidated Financial Statements
Shingo Kunieda (UNIQLO Global Brand Ambassador)
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Fast Retailing Group

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Consolidated Financial Statements (IFRS)

Consolidated Statement of Financial Position (As at 31 August 2018)

Consolidated Statement of Financial	Consolidated Statement of Financial	Position(As at 31 August 2018)	Position(As at 31 August 2018)
		(Millions of yen)
Item	As at 31 August 2017 As at 31 August 2018	Item	As at 31 August 2017 As at 31 August 2018
Assets	1,077,598 1,618,097 683,802 999,697 48,598 52,677 30,426 35,359 289,675 464,788 6,269 35,519 1,518 1,702 17,307 28,353 310,888 335,368 136,979 155,077 15,885 8,092 36,895 46,002 77,608 79,476 13,473 14,649 25,303 26,378 4,742 5,691 1,388,486 1,953,466	Liabilities
Current assets Cash and cash equivalents Trade and other receiv- ables Other fnancial assets Inventories Derivative fnancial assets Income taxes receivable Other assets Non-current assets Property, plant and equipment Goodwill Intangible assets Financial assets Investments in associates accounted for using the equity method Deferred tax assets Other assets		Current liabilities Trade and other payables Other fnancial liabilities Derivative fnancial liabilities Current tax liabilities Provisions Other liabilities Non-current liabilities Financial liabilities Provisions Deferred tax liabilities Other liabilities	311,421 499,410
			204,008 214,542
			11,844 171,854
			6,083 6,917
			25,864 21,503
			8,780 11,868
			54,840 72,722
			315,022 551,277
			273,467 502,671
			15,409 18,912
			10,000 13,003
			16,144 16,690
		Total liabilities	626,443 1,050,688
		Equity	762,043 902,777
		Equity attributable to owners of the Parent Capital stock Capital surplus Retained earnings Treasury stock, at cost Other components of equity Non-controlling interests	731,770 862,936
			10,273 10,273
			14,373 18,275
			698,584 815,146
			(15,563) (15,429)
			24,102 34,669
			30,272 39,841
Total assets		Total liabilities and equity	1,388,486 1,953,466

Consolidated Statement of Profit or Loss (Year ended 31 August 2018)

Consolidated Statement of Proft or Loss(Year ended 31 August 2018)	Consolidated Statement of Proft or Loss(Year ended 31 August 2018)
(Millions of yen)
Item	Year ended 31 August 2017 Year ended 31 August 2018
Revenue Cost of sales	1,861,917 2,130,060
	(952,667) (1,080,123)
Gross proft	909,249 1,049,936
Selling, general and administrative expenses Other income Other expenses Share of proft and loss of associates accounted for using the equity method	(725,215) (797,476)
	6,321 3,385
	(14,567) (20,244)
	625 611
Operating proft	176,414 236,212
Finance income Finance costs	19,917 9,693
	(2,932) (3,228)
Proft before income taxes	193,398 242,678
Income taxes	(64,488) (73,304)
Proft for the year	128,910 169,373
Proft for the year attributable to:


Owners of the Parent	119,280 154,811
Non-controlling interests	9,630 14,562
Total	128,910 169,373

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

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Fast Retailing CO., LTD.

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Financial Statements

Balance Sheet (As at 31 August 2018)

Balance Sheet(As at 31 August 2018)	Balance Sheet(As at 31 August 2018)
		(Millions of yen)
Item	As at 31 August 2017 As at 31 August 2018	Item	As at 31 August 2017 As at 31 August 2018
Assets		Liabilities
Current assets Cash and deposits Operating accounts receivable Securities Short-term loans receiv- able from subsidiaries and associates Accounts receivable from subsidiaries and associates Deferred tax assets Others Allowance for doubtful accounts Non-current assets Property, plant and equip- ment Buildings Structures Tools, furniture and fxtures Land Leased assets Construction in progress Intangible assets Software Software in progress Others Investments and other assets Investment securities Shares of subsidiaries and associates Investments in capital of subsidiaries and associates Long-term loans receiv- able from subsidiaries and associates Leases and guarantee deposits Deferred tax assets Others Allowance for doubtful accounts	478,018 851,168 256,687 536,837 13,470 19,946 121,134 146,304 68,055 120,886 15,211 22,305 1,014 1,018 2,443 3,902 (0) (32) 192,093 142,245 9,774 8,899 7,236 6,221 134 127 117 184 1,123 1,123 1,155 890 7 351 19,087 29,371 13,533 25,343 5,494 3,966 60 61 163,231 103,974 284 2,656 76,392 70,579 10,181 9,936 69,092 17,740 5,066 6,383 — 961 2,212 1,777 — (6,061) 670,111 993,413	Current liabilities Current portion of corporate bonds Accounts payable Accrued expenses Deposits received Provision for bonuses Income taxes payable Others Non-current liabilities Corporate bonds payable Guarantee deposits received Deferred tax liabilities Provision for loss on guarantees Others	39,411 55,058
			— 29,986
			5,294 10,964
			780 1,297
			20,245 8,162
			2,026 2,440
			10,291 749
			772 1,457
			253,596 475,125
			250,000 470,013
			1,089 2,277
			5 —
			— 330
			2,501 2,503
		Total liabilities	293,008 530,184
		Net assets
		Shareholders’ equity Capital stock Capital surplus Legal capital surplus Other capital surplus Retained earnings Legal retained earnings Other retained earn- ings General reserve Retained earnings brought forward Treasury stock Valuation and translation adjustments Valuation differences on available-for-sale securities Share subscription rights	373,251 458,445
			10,273 10,273
			8,245 9,395
			4,578 4,578
			3,666 4,816
			370,295 454,204
			818 818
			369,477 453,386
			185,100 185,100
			184,377 268,286
			(15,563) (15,429)
			(502) (427)
			(502) (427)
			4,354 5,211
		Total net assets	377,103 463,229
Total assets		Total liabilities and net assets	670,111 993,413

Statement of Income (Year ended 31 August 2018)

Statement of Income(Year ended 31 August 2018)	Statement of Income(Year ended 31 August 2018)
(Millions of yen)
Item	Year ended 31 August 2017 Year ended 31 August 2018
Operating revenue Operating expenses	139,871 193,044
	45,936 56,524
Operating proft	93,934 136,519
Non-operating income Interest income Interest on securities Foreign exchange gains Others Non-operating expenses Interest expenses Others	22,730 5,258
	2,736 3,451
	66 128
	19,546 1,557
	380 120
	1,175 2,118
	1,095 1,318
	80 799
Ordinary proft	115,488 139,660
Extraordinary income Gain on sales of securities Extraordinary losses Losses on retirement of non-current assets Loss on valuation of shares of subsidiaries and associates Provision of allowance for doubtful accounts for subsidiaries and associates Impairment losses Others	474 —
	474 —
	47,338 15,894
	24 641
	44,169 7,486
	— 6,061
	3,145 —
	— 1,704
Income /(loss) before income taxes	68,624 123,766
Income taxes – current Income taxes – deferred	3,911 2,694
	447 (1,086)
Proft	64,264 122,158

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

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Auditors’ Report

(Translation) Auditors’ Report on Consolidated Financial Statements

INDEPENDENT AUDITOR’S REPORT

24 October 2018

To the Board of Directors of FAST RETAILING CO., LTD.:

Deloitte Touche Tohmatsu LLC

Designated Unlimited Liability Partner, Engagement Partner, Koichi Okubo Certified Public Accountant:

Designated Unlimited Liability Partner, Engagement Partner, Hirofumi Otani Certified Public Accountant:

Designated Unlimited Liability Partner, Engagement Partner, Emiko Minowa Certified Public Accountant:

Pursuant to the fourth paragraph of Article 444 of the Companies Act, we have audited the consolidated financial statements, namely, the consolidated statement of financial position as at 31 August 2018 of FAST RETAILING CO., LTD. (the “Company”) and its consolidated subsidiaries, and the related consolidated statements of profit or loss and changes in equity for the fiscal year from 1 September 2017 to 31 August 2018, and the related notes.

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 such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s 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 auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control 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, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. 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.

Audit Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FAST RETAILING CO., LTD. and its consolidated subsidiaries as at 31 August 2018, and the results of their operations for the year then ended 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.

(Translation) Auditors’ Report on Financial Statements

INDEPENDENT AUDITOR’S REPORT

24 October 2018

To the Board of Directors of FAST RETAILING CO., LTD.:

Deloitte Touche Tohmatsu LLC

Designated Unlimited Liability Partner, Engagement Partner, Certified Public Accountant:

Koichi Okubo

Designated Unlimited Liability Partner, Engagement Partner, Certified Public Accountant:

Hirofumi Otani

Designated Unlimited Liability Partner, Engagement Partner, Emiko Minowa Certified Public Accountant:

Pursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited the financial statements, namely, the balance sheet as at 31 August 2018 of FAST RETAILING CO., LTD. (the “Company”), and the related statements of income and changes in net assets for the 57th fiscal year from 1 September 2017 to 31 August 2018, and the related notes and the accompanying supplemental schedules.

Management’s Responsibility for the Financial Statements

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

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements and the accompanying supplemental 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 accompanying supplemental 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 accompanying supplemental schedules. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements and the accompanying supplemental schedules, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements and the accompanying supplemental schedules in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. 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 accompanying supplemental schedules. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Audit Opinion

In our opinion, the financial statements and the accompanying supplemental schedules referred to above present fairly, in all material respects, the financial position of FAST RETAILING CO., LTD. as at 31 August 2018, and the results of its operations for the fiscal year then ended in accordance with accounting principles generally accepted in Japan.

Interest

Our firm and the engagement partners do not have any interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Act.

The above represents a translation, for convenience only, of the original report issued in the Japanese language.

Our firm and the engagement partners do not have any interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Act.

The above represents a translation, for convenience only, of the original report issued in the Japanese language and “the accompanying supplemental schedules” referred to in this report are not included in the “Items stipulated for internet disclosure in conjunction with the Notice of 2018 General Meeting of Shareholders” uploaded on the Fast Retailing company website.

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P19 P53 P55

Report by the Board of Statutory Auditors

AUDIT REPORT

With respect to the directors’ performance of their duties during the 57th fiscal year (from 1 September 2017 to 31 August 2018), 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

(1) 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.
(2) 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, and has conducted audit by the following methods.
(a) Each Statutory Auditor has attended Board of Directors meetings and other important meetings, received reports on the performance of duties from Directors and other employees and requested explanations as necessary, examined important approval/decision documents, and inspected the corporate affairs and assets at the Company’s head office and principal places. With respect to subsidiaries, each Statutory Auditor endeavored to facilitate mutual understanding and information exchange with the Directors and Statutory Auditors of each subsidiary, and received operational reports as necessary.
(b) In relation to (i) the contents of Board of Directors’ resolutions regarding the system for ensuring Directors’ performance of duties as described in the Business Report comply with all laws, regulations and Articles of Incorporation and also comply with any other systems deemed necessary under Article 100, Paragraphs 1 and 3 of the Ordinance for Enforcement of the Companies Act of Japan for ensuring appropriate corporate affairs of a corporate entity comprising a joint stock company and its subsidiaries, and (ii) the systems (internal control systems) based on those regulations, each Statutory Auditor has regularly received reports on the structure of that system and the status of its operation from Directors and other employees, requested explanations as necessary and expressed its opinion.
(c) Each Statutory Auditor has 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 its 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.

Based on the above-described methods, each Statutory Auditor examined the Business Report and its supplementary schedules, as well as the Financial Statements (the balance sheet, the statement of income, the statement of changes in net assets, and the notes to the financial statements) and its supplementary schedules, and the Consolidated Financial Statements (the consolidate 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.

Company Data

Trade Name Head Office

717-1 Sayama, Yamaguchi City, Yamaguchi 754-0894, Japan

Roppongi Office Ariake Office Established Paid-in Capital

Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo 107-6231, Japan

6F UNIQLO CITY TOKYO, 1-6-7 Ariake, Koto-ku, Tokyo 135-0063, Japan May 1, 1963 10,274 million

Control and management of overall Group activities as owner and holding company

Line of Business

Number of Full-time Employees (Consolidated)

52,839

Investor Information

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 1 September to 31 August

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.

Based on the above-described methods, each Statutory Auditor examined the 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 Financial Statements and the Supplementary Schedules

We acknowledge that the methods and results of audit performed by the Independent Auditor, Deloitte Touche Tohmatsu LLC, are appropriate.

(3) Results of Audit of the Consolidated Financial Statements

We acknowledge that the methods and results of audit performed by the Independent Auditor, Deloitte Touche Tohmatsu LLC, are appropriate.

24 October 2018

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

Shares listed on Tokyo Stock Exchange Transfer Agent

The Mitsubishi UFJ Trust and Banking Corporation

1-1 Nikkocho,

Fuchu, Tokyo 183-0044, Japan

Telephone: 0120-232-711

toll free, Monday to Friday 9:00 - 17:00 JST (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]

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FAST RETAILING WAY (FR Group Corporate Philosophy)

Changing clothes. Changing conventional wisdom. Change the world.

UNIQLO launched 3D KNIT in fall 2018. 3D KNIT was developed from advanced Japanese whole garment[®] technology that made it possible to sew seamless garments three-dimensionally. The dress in the photo can be made to suit customers’ body shapes and style in one of three possible lengths. Customers no longer have to select clothes that fit their body type, but can instead get clothes molded to their shape. A new beauty and a new comfort, all from a single thread.

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

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

FAST RETAILING CO., LTD.

www.fastretailing.com

Front cover: Professional tennis player Roger Federer (UNIQLO Global Brand Ambassador)

AI assistant

Fast Retailing Co., Ltd. — AGM Information 2018

51001_rns_2018-11-07_95e48108-1fc2-4b47-8b2e-af8267b3d956.pdf

Date and time

Matters for Resolution

Go back to zero, change everything

MEMO

NOTICE OF 2018 GENERAL MEETING OF SHAREHOLDERS

Items to be dealt with at the Meeting:

Information Disclosed Online

Business report

Consolidated financial statements

Financial statements

Proposal 1 Election of Nine Directors

Career profile and Fast Retailing positions held:

Major concurrent offices:

Selection for Chairman, President and CEO

Candidate Message

Toru Hambayashi 2 External Director

Major concurrent offices:

Career profile and Fast Retailing positions held:

Major concurrent offices:

Selection for External Director

Selection for External Director

Candidate Message

Candidate Message

Masaaki Shintaku 4 External Director

Major concurrent offices:

Major concurrent offices:

Selection for External Director

Candidate Message

Selection for External Director

Candidate Message

Naotake Ono 6 New appointment External Director

Major concurrent offices:

Major concurrent offices:

Selection for External Director

Candidate Message

Selection for Director

Candidate Message

Career profile and Fast Retailing positions held:

Career profile and Fast Retailing positions held:

Major concurrent offices:

Selection for Director

Candidate Message

Selection for Director

Candidate Message

Outline of Non-executive Directors limited liability agreement

■ Standards for Evaluating the Independence of External Directors

Election of two Statutory Auditors

Proposal 2

Major concurrent offices:

Takao Kashitani 2

Career profile and Fast Retailing positions held:

Major concurrent offices:

Selection for External Statutory Auditor

Selection for Standing Statutory Auditor

Candidate Message

Candidate Message

1. Fast Retailing Group Business Performance

2017.9

2017.9

2018.4

2018.6

2018.6

2018.7

2018.8

Financial Highlights

UNIQLO Japan

Super-comfortable new standard for menswear: Kando pants in business

First Swedish store a roaring success Treasure European culture, grow our business

UNIQLO International

GU

Global Brands

141.0

0.5

Eagerly awaited INES DE LA FRESSANGE kid’s line

INES DE LA FRESSANGE

TOPICS

UNIQLO International overtakes UNIQLO Japan

Fast Retailing Co., Ltd. AGM Information 2018