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AGM 2021

Jan 29, 2021

Speaker 1

Welcome to the 2021 Annual Meeting for Kurasushi USA. Our host for today's call is Hajime Uba, Chairman of the Board, President and CEO. At this time, all participants will be in a listen only mode. I will now turn the call over to your host, Mr. Uba.

You may begin, sir.

Speaker 2

Thank you, operator. Good morning, ladies and gentlemen. The meeting will now come to order. It is a pleasure to welcome you to this Annual Meeting of Stockholders of Corafus USA Inc. I am Hajime Jimmy Uba, Chairman of the Board, President and the CEO of Clarus USA Inc.

I will serve as the Chair of the meeting. Let me start by saying that we wish You and your families could help during these uncertain times, and we thank you for your continued support of Crysvusa Inc. For the purpose of conducting the meeting, I hereby appoint Stephen Benrubi, our Chief Financial Officer to be the Assistant Chair and Secretary of the meeting and to carry out the administrative duties of the Chair relating to the meeting.

Speaker 3

Thank you, Mr. Uba, and good morning. On behalf of the Chair, we would like to begin the meeting by introducing the current members of the company's Board of Directors, who have dialed into the webcast. In addition to Mr. Uba, present today are the following Board members: Shintaro Asako, Kim Ellis, Seitaro Ishii and Hiroyuki Okamoto.

We also have members of the company's executive management team in attendance, including me and Mr. Uba. Also present on the webcast today is Siwan Ahn of the law firm of Squire Patton Boggs, our outside counsel and representatives of KPMG LLP, who serve as the company's independent registered public accounting firm for the fiscal year ended August 31, 2020. An agenda that outlines the order of business for the meeting has been made available through the online virtual meeting portal. The matters on which the stockholders are voting are to 1, elect 5 directors 2, Ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending on August 31, 2021 3, approve the proposed amendments to the company's 2018 incentive compensation plan as more fully described in the proxy statement.

As Secretary of the meeting, I will record the proceedings. I will now present an affidavit of notice of mailing for this meeting. Presented here is an affidavit from an authorized representative of Broadridge Financial Solutions, Inc, duly signed, which states that on December 18, 2020, Notice of the meeting and notice of Internet availability of proxy materials were mailed to stockholders of record as of the close of business on December 8, 2020, and record date for the meeting. Stockholders were provided electronic access to our proxy statement, proxy card, Annual Report and other material necessary to vote at this meeting and could request hard copies of the documentation as outlined in our notice. This affidavit is available in the portal to any stockholder who wishes to examine it and will be filed with the minutes of this meeting.

This affidavit is accepted. I will now discuss the procedures for transacting business of the meeting. This meeting is being hosted live via a virtual shareholder meeting room. A copy of the agenda for the meeting is available through the online virtual meeting portal, and the meeting will take place as described in the agenda. Guidelines for the conduct of the meeting have also been made available through the online virtual meeting portal.

Any stockholder entitled to vote may vote while connected to the meeting room using the Vote Here tab through the virtual meeting portal. Any ballot not received when called for will not be counted. You will have an opportunity to vote when the polls are opened later in the meeting. Although if you have already submitted your vote via proxy, you need not vote again. We will announce the preliminary results of the Report of the Inspector of Election when voting is complete.

Throughout this meeting, you are welcome to submit questions where indicated in the online portal. After voting on the matters described above, we will read and answer as many of your questions as possible. Cynthia Scoglin, representing Broadridge Financial Solutions, Inc, has been appointed to serve as the Inspector of Election for this meeting. Ms. Skogman has signed an oath to act as Inspector of Election and this oath will be filed with the minutes of this meeting.

The Inspector has the registered stockholder list of the and the Board of Directors. We will now begin the Q4 of fiscal 2020, the record date for the meeting, which shows the registered stockholders and their Number of shares entitled to vote at this meeting. This list is available in the portal if any stockholder wishes to examine it and will be filed within minutes of this meeting. I will now report the number of shares beneficial and registered represented at this meeting. There are present in person and represented by proxy stockholders of the company holding 6,275,000 276 shares of Class A common stock and 1,050 shares of Class B common stock Represent 93.72 percent of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the annual meeting, voting together as a single class.

Holders of the company's Class A common stock are entitled to one vote for each share held as of the close of business on the record date, and holders of the company's Class B common stock are entitled to 10 votes for each share held as of the record date. A quorum is present at the meeting, so I declare the meeting dually and lawfully convened. The meeting is now open and ready for business. Since no stockholder nominations or proposals were properly filed in advance of this meeting as provided for in the bylaws, The business of the meeting is limited to the matters stated in the notice of meeting. Proposal 1, election of 5 directors.

The item of business is Proposal 1, the election of 5 directors of the company: Shitaro Osako, Kim Ellis, Shataro Iishi, Hiroyuki Okamoto and Hajime Uba have been nominated for reelection, each to serve for a term expiring at our 2022 Annual Meeting or until his or her successor has been elected and qualified. The Board of Directors of the company recommends that stockholders vote for each of the nominated directors.

Speaker 4

I move that Mr. Sakhor, Ms. Eris, Mr. Yihi, Mr. Osamotto and Mr.

Uba be elected directors.

Speaker 3

The motion has been duly made. The next item of business is proposal 2, the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending August 31, 2021. John Brown with KPMG is in attendance at today's meeting and would be pleased to respond to appropriate questions submitted by stockholders, which may be submitted at this time through the online portal. Any questions so submitted for Mr. Brown will be addressed as appropriate at the conclusion of this proposal.

The appointment of KPMG is discussed in the proxy statement that was made available to stockholders prior to the commencement of this annual meeting. The Board of Directors of the company recommends that stockholders vote for this proposal. A motion to ratify the appointment of KCMG As described in the proxy statement is now in order. Is there a motion?

Speaker 4

I move that the appointment of KPMG LLP as a company's independent registrar's Public accounting firm for the fiscal year ending on August 31, 2021,

Speaker 3

The motion has been duly made. There being no questions submitted for consideration, We shall proceed to proposal 3. Our next item of business is proposal 3, a proposal to approve the proposed amendments to the company's 2018 incentive compensation plan as described in the proxy statement. The Board of Directors of the company recommends that and stockholders for this proposal. A motion to approve the proposed amendments to the company's 2018 incentive compensation plan as described in the proxy

Speaker 4

I move that the proposed amendment to be To the incentive compensation form as described in the proxy statement be approved.

Speaker 3

The motion has been duly made. Having presented all matters to be voted on by stockholders, I declare the polls now open for voting on the proposals. The votes on these proposals will be conducted via the virtual meeting room. It is important that all votes be cast. However, it is not necessary for you to vote via the virtual meeting room during this meeting Operator, please open the polls for voting.

We will take a few moments to ensure all of the online ballots have been properly submitted for the 3 proposals being voted on today. The inspector has also collected the master ballot that is being cast by the designated proxies. I will now resume the meeting. The voting having been completed, I declare that the polls are now closed. I would again like to express my sincere appreciation to the stockholders who attended this meeting and to those who submitted their proxies.

I understand that the preliminary report of the Inspector of Election has been delivered to the company. Inspector, Will you please announce the results of the stockholders' vote?

Speaker 5

My preliminary report indicates that At least a majority of the outstanding shares present via the virtual meeting room are represented by proxy and entitled to vote, voted in favor of electing each of Mr. Asako, Mezellis, Mr. Ishii, Mr. Okamoto and Mr. Uba, as Director of the Company.

At least a majority of the outstanding shares present via the virtual meeting room or represented by proxy and entitled to vote, voted in favor of proposal 2. And at least a majority of the outstanding shares present via the virtual meeting room were represented by proxy and entitled to vote, Voted in favor of proposal 3.

Speaker 3

Thank you, Inspector. And I am pleased to announce Following based on the preliminary results. Mr. Asako, Ms. Ellis, Mr.

Ishii, Mr. Okamoto and Mr. Uba have each been duly elected as Directors, each to serve a term expiring at our 2022 Annual Meeting or until his or her successor has been elected and qualified. Since the number of votes in favor of approval of Proposal 2 represents more than a majority of the outstanding shares present via the virtual shareholder meeting room or presented by proxy and entitled to vote. I am pleased to announce that the appointment of KPMG LLP as the company's independent registered accounting firm for the fiscal year ending on August 31, 2021 has been ratified.

Finally, since the number of votes in favor of approval Proposal 3 represents more than a majority of the outstanding shares present via the virtual shareholder meeting room or represented by proxy and entitled to both, I am pleased to announce that the amendments to the company's 2018 incentive compensation plan as described in the proxy statement have been approved. I hereby request that the final report of the Inspector of Election will be filed with the minutes of this meeting. This concludes the formal matters to be acted upon at this annual meeting. Since there is no further business to come before this meeting, a motion to adjourn the formal meeting is now in order. Is there such a motion?

It has been moved that the formal meeting be adjourned. All shares entitled to vote that are represented by proxy at this meeting are hereby cast in favor of adjourning the meeting. Thus, the motion is carried and the formal meeting is adjourned. We will now open The meeting up to questions entered during the meeting.

Speaker 1

Hi. There are no questions at this time.

Speaker 3

So if there are no other questions or questions at this time, this will conclude the meeting. Once again, I wish to thank you for your participation. Operator, you may now disconnect the meeting.

Speaker 1

This now concludes the meeting. Thank you for joining and have a

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