Results of the 71st (FY2024) Ordinary General Meeting of Shareholders and the Establishment of the ASICS Foundation as a General Incorporated Foundation

2025.04.03 PRESS

ASICS Corporation hereby announces that the 71st (FY2024) Ordinary General Meeting of Shareholders convened on March 28, 2025 approved all reports as originally submitted and approved and resolved all proposals as originally submitted.

To our regret, our proposal 7 (on the disposal of treasury shares through third-party allotment for the purpose of supporting the activities of the ASICS Foundation) was unable to obtain the agreement of some of the shareholders, mainly institutional investors. Nevertheless, our sustained efforts to provide detailed explanations about the social significance of the ASICS Foundation and its likely contribution to creation of the medium- to long-term corporate value of the ASICS Group resulted in the understanding and agreement of a majority of shareholders, and the proposal was approved and resolved.

Shareholders who did not agree with the proposal have expressed concern about possible equity dilution. To allay their concerns, we will continue to pursue profitability and capital efficiency as a listed company, thereby further increasing our corporate value.

The ASICS Foundation will tackle social issues related to exercise and sports in order to contribute to the sound minds and bodies of as many people as possible and realize ASICS’ founding philosophy: Anima Sana In Corpore Sano (“A Sound Mind In A Sound Body”).

From now on, we will appropriately disclose the results of this foundation’s activities. We hope to receive the support of many of you.

[Details of proposals resolved]

Proposal 1:Appropriation of the Surplus

Matters concerning the year-end dividend

a. Type of property dividend:

 Cash

b. Allotment of property dividends and total amount thereof:

 10 yen per share in the common stock of ASICS Corporation

 Total amount of dividends: 7,157,417,300 yen

c. Effective date of dividends from surplus:

 March 31, 2025

Proposal 2:Partial Amendment of the Articles of Association

It was resolved that the current Articles of Association be partially amended, with some provisions being modified, some items being added to the purposes of the Company’s business, and the numbering of the purpose items being modified, in order to clarify the details of the Company’s business in accordance with the current condition of the business of the Company and its subsidiaries and to prepare for future business expansion.

Proposal 3:Election of Five Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)

Yasuhito Hirota, Mitsuyuki Tominaga, Mitsuru Murai, Miwa Suto, and Tomoko Kumanomido were elected as directors (excluding directors who are Audit & Supervisory Committee members).

Proposal 4:Revision of the Amount of Compensation, etc. for Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)

It was resolved that the maximum total amount of compensation and other kinds of remuneration for directors (excluding directors who are Audit & Supervisory Committee members) be revised to two billion yen per year (including a maximum amount of 150 million yen per year for outside directors).

Proposal 5:Revision of the Amount of Compensation, etc. for Audit & Supervisory Committee Members

It was resolved that the maximum total amount of compensation and other kinds of remuneration for Audit & Supervisory Committee members be revised to 150 million yen per year.

Proposal 6:Revision of Compensation for Allotment of Restricted Shares to Directors (Excluding Directors Who Are Audit & Supervisory Committee Members and Outside Directors)

It was resolved that the maximum total amount of monetary compensation claims to be paid to directors (excluding directors who are Audit & Supervisory Committee members and outside directors; hereinafter, “Eligible Directors”) as performance-linked restricted shares compensation, etc. within the scope of the maximum total amount of compensation, etc. for Eligible Directors (1.85 billion yen per year) for allotment of restricted shares under the restricted shares compensation plan for Eligible Directors be revised to 1.85 billion yen per year. It was also resolved that the indicator for the achievement level be changed to year-on-year growth rate, an important indicator for which the target must be attained to achieve the Mid-Term Plan. Moreover, it was resolved that the maximum total number of performance-linked restricted shares to be allotted to Eligible Directors be revised to 3.6 million per fiscal year.

Proposal 7:Disposal of Treasury Shares through Third-Party Allotment for the Purpose of Supporting the Activities of the ASICS Foundation, a General Incorporated Foundation

It was resolved that the Company’s treasury shares be disposed of as follows through third-party allotment to secure necessary funds for the continuous, stable activities of the ASICS Foundation, a general incorporated foundation to be established in April 2025.

[Details of treasury shares to be disposed of]

(1) Type and number of shares to be disposed of:

 7,000,000 shares in the Company’s common stock

(2) Disposal value:

 1 yen per share

(3) Disposal method:

 Third-party allotment

(4) Allottee of the shares to be disposed of:

 The Master Trust Bank of Japan, Ltd.

(5) Disposal date:

 May 15, 2025

If it becomes necessary to make any change to these details for procedural or other reasons, a decision on the change will require a resolution of the Company’s Board of Directors.

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