Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 3222)
May 8, 2019
To Shareholders with Voting Rights:
Motohiro Fujita
President and Representative Director
United Super Markets Holdings Inc.
1 Kanda Aioi-cho, Chiyoda-ku, TokyoNOTICE OF
THE 4TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation to you for your continued support and patronage.
You are cordially invited to attend the 4th Annual General Meeting of Shareholders of United Super
Markets Holdings Inc. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet, etc.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights in accordance with the guidance on page 3.
1. Date and Time:

Friday, May 24, 2019 at 10:00 a.m. Japan time

2. Place:

Banquet Room “Hisho” (4th floor)
Asakusa View Hotel
3-17-1 Nishiasakusa, Taito-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
4th Fiscal Year (March 1, 2018 - February 28, 2019) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 4th Fiscal Year
(March 1, 2018 - February 28, 2019)
Proposals to be resolved:
Election of Nine (9) Directors
Proposal 1:
Election of Four (4) Corporate Auditors
Proposal 2:■“Basic Policy on the Company’s Corporate Governance,” “Outline of Assessment of the Effectiveness of
the Board of Directors,” “Systems to Ensure Proper Operations” and “Implementation Statuses of Systems
to Ensure Proper Operations,” which are described in the Company’s Systems and Policies in the Business
Report, “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements and “Notes
to Non-consolidated Financial Statements” in the Non-consolidated Financial Statements are posted on the
Company’s website pursuant to laws and regulations and Article 16 of the Company’s Articles ofIncorporation. Accordingly, they are not included in the documents attached to this notice. The Business
Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited by
Corporate Auditors and the Accounting Auditor include the following documents in addition to the
documents attached to this notice: “Basic Policy on the Company’s Corporate Governance,” “Outline ofAssessment of the Effectiveness of the Board of Directors,” “Systems to Ensure Proper Operations” and“Implementation Statuses of Systems to Ensure Proper Operations,” which are described in the Company’s
Systems and Policies in the Business Report; “Notes to Consolidated Financial Statements” in the-1-Consolidated Financial Statements; and “Notes to Non-consolidated Financial Statements” in the
Non-consolidated Financial Statements. These documents are posted on the Company’s website (at the
URL below).
■ Should the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements,
and the Reference Documents for the General Meeting of Shareholders require revisions, the revised
versions will be posted on the Company’s website (https://www.usmh.co.jp/).

If you plan to attend the meeting, please submit your Voting Rights Exercise Form at the front desk
when you arrive at the venue. In addition, please bring this notice with you for resource-saving
purposes.
◎ The front desk will open at 9:00 a.m. As there will be congestion at the front desk right before the startof the meeting, your early arrival is recommended.
◎ Souvenirs for attendees of the General Meeting will not be provided. We appreciate yourunderstanding.
◎ Notice of Resolution of the Annual General Meeting of Shareholders will be posted on theabovementioned Company’s website in lieu of sending a written notice.
◎-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly the election of nine (9) Directors, including three (3) Outside
Directors, is proposed. Two (2) of the three (3) Outside Directors satisfy the requirements for Independent
Director prescribed by Tokyo Stock Exchange and the criteria for independence of Independent Outside
Directors specified by the Company as described below. The Company has determined the following matters
as a policy for nomination of candidates for Director and all the candidates for Director satisfy theserequirements.
“Policy for Nomination of Candidates for Director”
Criteria set as follows. Based on the management philosophy of the Company, the person shall be capable ofcontributing to further development of the entire group. In addition, the person shall be capable of precisely
identifying the issues of the divisions he or she is responsible for and solving the problems in cooperation
with other managers and employees. In addition, the person shall have insights concerning compliance withlaws and regulations and corporate ethics.
“Criteria for Independence of Independent Outside Directors/Corporate Auditors”
1. He/she does not currently serve as Director (excluding Outside Director), Corporate Auditor (excluding
Outside Corporate Auditor), Executive Officer, or employee of the Company or the Company’s
subsidiaries (hereinafter the “U.S.M.H Group”) and he/she has not served as Director (excluding Outside
Director), Corporate Auditor (excluding Outside Corporate Auditor), Executive Officer, or employee of the
U.S.M.H Group in the past.
2. He/she has not served as Director, Corporate Auditor, Executive Officer, or employee of the Company’s
parent company (*1) in any of the past five business years.
3. He/she has not served as Director, Corporate Auditor, Executive Officer, or employee of the Company’s
fellow subsidiaries (*2) in any of the past five business years.
4. He/she has not served as Director, Corporate Auditor, Executive Officer, or employee of any of theCompany’s major shareholders (*3) or of a company of which the U.S.M.H Group has been a major
shareholder in any of the past five business years.
5. He/she does not serve as Director, Corporate Auditor, Executive Officer, or employee of any of the major
suppliers/customers of the U.S.M.H Group (*4).
6. He/she does not serve as Director, Corporate Auditor, Executive Officer, or employee of any of thecorporations, organizations, etc. that are recipients of a large amount of donations from the U.S.M.H Group(*5).
7. He/she has not served as Representative Partner, Senior Partner, Partner, or employee of the accounting
auditor of the U.S.M.H Group in any of the past five business years.
8. He/she is not an attorney-at-law, certified public accountant, consultant or other professional who receivesa large amount of money (*6) or other property from the U.S.M.H Group other than remuneration for
Directors/Corporate Auditors.
9. He/she is not a spouse, a relative in the second degree of kinship, a relative residing together with theperson specified below, or he/she is not in the same household as the person specified below:(1) Director, Corporate Auditor, Executive Officer, or important employee of the U.S.M.H Group (*7)(2) Person who has served as Director, Corporate Auditor, Executive Officer, or important employee of the
U.S.M.H Group in any of the past five business years.
(3) Person who comes under the restrictions specified in the above Items 2.-8.
10. There is no doubt about his/her independence in fulfilling his/her duties as Independent
Director/Corporate Auditor.
(*1) The “parent company” means a company that has control over the organ (General Meeting of
Shareholders or the like) that decides the Company’s financial, sales or business policies.
(*2) “Fellow subsidiary” means a company that has the same parent company (including a person-3-controlling the Company’s management) as the Company.
(*3) “Major shareholder” means a company that own 10% or more of the total voting rights.
(*4) “Major supplier/customer” means a company whose transactions with the U.S.M.H Group (amount
paid or received) are equal to 2% or more of consolidated sales of the Company or of such company(including its parent company and significant subsidiaries) in the most recent business year and in anyof the preceding three business years.
(*5) “A large amount of donations” means donations exceeding ¥10 million per year on average in the past
three business years, or 2% of consolidated sales or total revenues of the donation recipient, whichever
the larger.
(*6) A large amount of money means an amount exceeding ¥10 million per year on average in the past threebusiness years in the case of an individual and an amount exceeding ¥10 million per year on averagefor the past three business years or 2% of consolidated sales of an organization, whichever the larger, inthe case of the said organization.
(*7) “Important employee” means an employee whose position is department manager or higher.
■List of candidates for Director
No.

Name

Position at the Company

Attendance at the Boardof Directors

1

Motohiro Fujita

Re-appointed

President and Representative
Director

100.0%(12/12)2

Daisuke Tezuka

Re-appointed

Vice President andRepresentative Director

100.0%(12/12)

3

Ryota Furuse

Re-appointed

Vice President andRepresentative Director

100.0%(12/12)

4

Toshiki Ishii

Re-appointed

Director

100.0%(12/12)

5

Taketoshi Kawada

6

Motoya Okada

Director and Advisor

66.7%(8/12)

7

Shigekazu Torikai

Director

91.7%(11/12)

8

Naoko Makino

Director

91.7%(11/12)

9

Akira Terakawa

Newly appointed

Re-appointed
Re-appointed
Outside Director
Independent Director
Re-appointed
Outside Director
Independent Director
Newly appointed
Outside Director

-4-

No.

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
March 1978
May 2000
May 2004
March 2005

1

Motohiro Fujita(July 11, 1955)
Re-appointed

Joined KASUMI CO., LTD.
Director, KASUMI CO., LTD.
Managing Director, KASUMI CO., LTD.
Senior Executive Officer; Manager, Business Services
Division; Manager, Compliance Control Office, KASUMI
CO., LTD.
May 2006
Manager, Development Division, KASUMI CO., LTD.
May 2007
Senior Managing Director, KASUMI CO., LTD.
February 2009 Manager, Store Development and Service Division,
KASUMI CO., LTD.
September 2010 Manager, Sales Managing Division; Manager, Food
Market Managing Division, KASUMI CO., LTD.
September 2011 Manager, Sales Control Division; Manager, Food Market
Managing Division, KASUMI CO., LTD.
March 2012
President and Representative Director, KASUMI CO.,LTD.
March 2015
Executive Vice-President, the Company
March 2017
President and Representative Director, the Company (topresent)
Executive Officer responsible for the Supermarket
Business, AEON CO., LTD.
Director, KASUMI CO., LTD. (to present)
May 2017
Director, MAXVALU KANTO CO., LTD. (to present)
March 2019
Vice President and Representative Executive Officer
responsible for the Supermarket Business, AEON CO.,LTD. (to present)[Reasons to be nominated as candidate for Director]
Mr. Motohiro Fujita has abundant experience and an excellent trackrecord as a corporate manager through his service as President andRepresentative Director of the Company’s subsidiary. The Company
nominated him as a candidate for Director based on the judgment that his
experience and insight make him a suitable person to serve as theCompany’s Director.
[Special interests]
Mr. Motohiro Fujita concurrently serves as Vice President andRepresentative Executive Officer responsible for the Supermarket
Business of AEON CO., LTD. Transactions between the Company’s
subsidiary, KASUMI CO., LTD. and the AEON Group include
procurement of merchandise, store leasing, contracted credit operations,and purchase of facilities. Transactions between the Company’s
subsidiary, The Maruetsu, Inc. and the AEON Group include procurementof merchandise. Transactions between the Company’s subsidiary,
MAXVALU KANTO CO., LTD. and the AEON Group include member
store contracts, procurement of merchandise, and store leasing.

Number ofshares of theCompany held

-5-

148,400

No.

2

Name
(Date of birth)

Daisuke Tezuka(September 19,
1975)
Re-appointed

3

Ryota Furuse(January 3, 1957)
Re-appointed

Career summary, positions and assignment in the Company
and significant concurrent positions
September 2002 Joined AEON CREDIT SERVICE Co., Ltd.
June 2006
AEON Financial Project Co., Ltd.
November 2007 General Manager, Planning Division, AEON Bank, Ltd.
July 2011
Strategic Division, AEON CO., LTD.
March 2014
General Manager, Strategic Division, AEON CO., LTD.
April 2016
Adviser, the Company
May 2016
Representative Director, the Company
Director, The Maruetsu, Inc. (to present)
Director, MAXVALU KANTO CO., LTD.
March 2017
President and Representative Director, MAXVALUKANTO CO., LTD. (to present)
March 2018
Representative Director; Supervising Corporate Planning
Division; Supervising Management Administration
Division; Supervising ICT Division, the Company
March 2019
Vice President and Representative Director; Supervising
Management Administration Division, the Company (topresent)[Reasons to be nominated as candidate for Director]
Mr. Daisuke Tezuka is the President and Representative Director of a
subsidiary of the Company and has abundant experience and an excellent
track record as a corporate manager. The Company nominated him as a
candidate for Director based on the judgment that his experience andinsight make him a suitable person to serve as the Company’s Director.
[Special interests]
There are no special interests between Mr. Daisuke Tezuka and theCompany.
March 1980
Joined The Maruetsu, Inc.
May 2006
Director and Executive Officer, The Maruetsu, Inc.
May 2008
Managing Executive Officer, The Maruetsu, Inc.
May 2011
Senior Managing Executive Officer, The Maruetsu, Inc.
April 2013
General Manager, Corporate Planning Division;
Supervising Finance and Accounting, The Maruetsu, Inc.
May 2013
Vice President, Executive Officer, The Maruetsu, Inc.
March 2014
General Manager, Corporate Planning Division;
Supervising Finance and Accounting; Supervising
Development, The Maruetsu, Inc.
March 2015
Director, the Company
April 2015
General Manager, Corporate Planning Division;
Supervising Development, The Maruetsu, Inc.
March 2017
Vice President and Representative Director responsible
for administration, The Maruetsu, Inc.
March 2019
Vice President and Representative Director; Supervising
Corporate Planning Division, the Company (to present)
President and Representative Director, The Maruetsu, Inc.
(to present)[Reasons to be nominated as candidate for Director]
Mr. Ryota Furuse is the President and Representative Director of a
subsidiary of the Company and has abundant experience and an excellent
track record as a corporate manager. The Company nominated him as a
candidate for Director based on the judgment that his experience andinsight make him a suitable person to serve as the Company’s Director.
[Special interests]
There are no special interests between Mr. Ryota Furuse and theCompany.

-6-

Number ofshares of theCompany held

1,400

39,180No.

Name(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
March 1979
May 2007June 2007

4

5

Joined KASUMI CO., LTD.
Director and Executive Officer, KASUMI CO., LTD.
Manager, Food Square Managing Division, KASUMI
CO., LTD.
March 2012Manager, Sales Managing Division, KASUMI CO., LTD.
May 2012
Managing Director and Senior Executive Officer,
KASUMI CO., LTD.
March 2013
Manager, Stores Division, KASUMI CO., LTD.
March 2014
Manager, Merchandise Division, KASUMI CO., LTD.
Toshiki Ishii
May 2014
Director, AEON TOPVALU Co., Ltd.
(November 26,
May
2015
Director,
The Maruetsu, Inc.
1956)
March 2017
President and Representative Director, KASUMI CO.,LTD. (to present)
Re-appointed
May 2017
Director, the Company (to present)[Reasons to be nominated as candidate for Director]
Mr. Toshiki Ishii is the President and Representative Director of a
subsidiary of the Company and has abundant experience and an excellent
track record as a corporate manager. The Company nominated him as a
candidate for Director based on the judgment that his experience andinsight make him a suitable person to serve as the Company’s Director.
[Special interests]
There are no special interests between Mr. Toshiki Ishii and the Company.
April 1983
Joined The Maruetsu, Inc.
March 2005
Manager, East Kanagawa Area, Kanagawa Sales Division,
The Maruetsu, Inc.
September 2006 Manager, Fresh Fish Department, Merchandise Division,
The Maruetsu, Inc.
March 2011
Manager, Sales Administration Center Utilization Project
Department, The Maruetsu, Inc.
March 2012Manager, Sales Administration Merchandise
Development Promotion Department, The Maruetsu, Inc.
May 2012
Executive Officer, The Maruetsu, Inc.
April 2013
General Manager, Store Operation Division, The
Taketoshi Kawada
Maruetsu, Inc.
(October 12, 1959) May 2013
Director, The Maruetsu, Inc. (to present)
May 2015
Managing Executive Officer, The Maruetsu, Inc. (toNewly appointed
present)
March 2019
General Manager, Low-cost Operation Promotion
Division, The Maruetsu, Inc. (to present)[Reasons to be nominated as candidate for Director]
Mr. Taketoshi Kawada has abundant experience and an excellent trackrecord as a corporate manager through his current service as Director of
the Company’s subsidiary. The Company nominated him as a candidate
for Director based on the judgment that his experience and insight makehim a suitable person to serve as the Company’s Director.
[Special interests]
There are no special interests between Mr. Taketoshi Kawada and theCompany.

Number ofshares of theCompany held

-7-

72,80019,190No.

Name(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
March 1979
May 1990
February 1992
May 1995
June 1997
May 2002
May 2003

6

Motoya Okada(June 17, 1951)
Re-appointed

Joined JUSCO Co., Ltd. (currently AEON CO., LTD.)
Director, JUSCO Co., Ltd.
Managing Director, JUSCO Co., Ltd.
Senior Managing Director, JUSCO Co., Ltd.
President and Representative Director, JUSCO Co., Ltd.
Director and Advisor, AEON Mall Co., Ltd. (to present)
Director, President and Representative Executive Officer,
AEON CO., LTD.
May 2004
Director and Advisor, KASUMI CO., LTD. (to present)
November 2005 Outside Director and Advisor, TSURUHA HOLDINGS
Inc. (to present)
March 2012
Director, President and Representative Executive Officer,
and Group CEO, AEON CO., LTD. (to present)
August 2014
Outside Director, KUSURI NO AOKI HOLDINGS CO.,LTD. (to present)
November 2014 Director, WELCIA HOLDINGS CO., LTD. (to present)
March 2015
Director and Advisor, the Company (to present)[Reasons to be nominated as candidate for Director]
Mr. Motoya Okada is Director, President and Representative Executive
Officer, and Group CEO of AEON CO., LTD. and has abundant
experience and an excellent track record as a corporate manager. The
Company nominated him as a candidate for Director based on the
judgment that his experience and insight make him a suitable person toserve as the Company’s Director.
[Special interests]
Mr. Motoya Okada is Director, President and Representative Executive
Officer and Group CEO of AEON CO., LTD. Transactions between the
Company’s subsidiary, KASUMI CO., LTD. and the AEON Group
include procurement of merchandise, store leasing, contracted credit
operations, and purchase of facilities. Transactions between the
Company’s subsidiary, The Maruetsu, Inc. and the AEON Group include
procurement of merchandise. Transactions between the Company’s
subsidiary, MAXVALU KANTO CO., LTD. and the AEON Group
include member store contracts, procurement of merchandise, and store
leasing.

Number ofshares of theCompany held

-8-

0

No.

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
April 1975
April 1990
April 1994

7

8

Joined a tax accountant office
Registered as Attorney
Representative, Torikai Management and Law Office(currently Torikai Law Office) (to present)
March 2015
Director, the Company (to present)
June 2017
External Member of the Audit & Supervisory Board,
Kurita Water Industries Ltd. (to present)
Shigekazu Torikai
June 2018
Outside Director, RISO KAGAKU CORPORATION (to(March 12, 1947)
present)[Outside Director] [Reasons to be nominated as candidate for Outside Director]
Mr. Shigekazu Torikai has abundant experience of corporate legal affairs
as an attorney-at-law and extensive knowledge of legal affairs and[Independentaccounting. Although he has not been involved in corporate management
Director]other than of the Company, the Company considers that he will be capableof fulfilling his duties as Outside Director by utilizing his experience andRe-appointed
knowledge for the benefit of the Company.
[Special interests]
There are no special interests between Mr. Shigekazu Torikai and theCompany.
[Years of service as Outside Director]
Mr. Shigekazu Torikai will have served as Outside Director for four years
and two months at the conclusion of this General Meeting of Shareholders.
April 1990
Joined Asako Aramaki Office Co., Ltd. (currently Diet
Communications Co., Ltd.)
December 1995 Resigned from Asako Aramaki Office Co., Ltd. (currently
Diet Communications Co., Ltd.)
January 1996
Freelance (Member of Association of Freelance Dieticiansin Nakano Ward)
March 2004
Representative Director, Studio Ku Ltd. (to present)
May 2007Council and Member of Editorial Committee, Japan
Society of Food Science Education
April 2013
Councilor, General Incorporated Association Japan
Society of Food Science Education (to present); Memberof Editorial Committee, General Incorporated Association
Naoko Makino
Japan Society of Food Science Education (to present)(January 28, 1968) January 2016
Member of Planning Committee, General Incorporated
Association Japan Society of Food Science Education (to[Outside Director]
present)
May 2016
Director, the Company (to present)[Independent[Reasons to be nominated as candidate for Outside Director]
Director]
Ms. Naoko Makino started her career as a managerial dietician andcurrently is a member of the Japan Society for the Study of Obesity
Re-appointed
and serves as a lecturer for the lifelong education program of Kagawa
Nutrition University and as a lecturer of Kagawa Nutrition University.
She has abundant experience of food as a culinary expert and extensive
knowledge about nutrition and cookery. The Company considers that she
will be capable of fulfilling her duties as Outside Director by utilizing her
experience and knowledge for the benefit of the Company.
[Special interests]
There are no special interests between Ms. Naoko Makino and theCompany.
[Years of service as Outside Director]
Ms. Naoko Makino will have served as Outside Director for three years at
the conclusion of this General Meeting of Shareholders.

Number ofshares of theCompany held

-9-

0

0

No.

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
April 1981
April 2010

9

Number ofshares of theCompany held

Joined Marubeni Corporation
Executive Officer; General Manager, Corporate
Planning & Strategy Dept., Marubeni Corporation
April 2012
Executive Officer; Chief Operating Officer , Chemicals
Division, Marubeni Corporation
April 2013
Managing Executive Officer; Chief Operating Officer,
Chemicals Division, Marubeni Corporation
April 2014
Managing Executive Officer; Chief Operating Officer,
Corporate Planning & Strategy Dept.; Chairman ofInternal Control Committee; Vice Chairman of
Investment and Credit Committee, Marubeni
Corporation
June 2014
Managing Executive Officer; Member of the Board,;
Chief Operating Officer, Corporate Planning & Strategy
Dept.; Chairman of Internal Control Committee; Vice
Chairman of Investment and Credit Committee,
Marubeni Corporation
April 2015
Managing Executive Officer; Representative Director
and CSO; Senior Operating Officer, Executive
Secretariat; Regional CEO for East Asia; Chairman of
Officers Treatment Committee; Vice Chairman of
Investment and Credit Committee, Marubeni
Akira Terakawa
Corporation(February 8, 1958)
April 2016
Managing Executive Officer; Member of the Board,0
Chief Executive Officer, Chemical & Forest Products[Outside Director]
Group, Marubeni Corporation
Newly appointed June 2016
Managing Executive Officer; Chief Executive Officer,
Chemical & Forest Products Group, Marubeni
Corporation
April 2018
Senior Managing Executive Officer; Chief Executive
Officer, Food Group; Regional CEO for East Asia; Vice
Chairman of Investment and Credit Committee,
Marubeni Corporation
April 2019
Senior Managing Executive Officer; Chief Executive
Officer, Food, Agriculture & Chemicals Group; Vice
Chairman of Investment and Credit Committee,
Marubeni Corporation (to present)[Reasons to be nominated as candidate for Outside Director]
Mr. Akira Terakawa has abundant experience at a trading company anddeep insight cultivated through his experience as a corporate manager.
Thus, in view of the importance of strategic and appropriate corporate
operation, the Company considers him suitable for the position.
[Special interests]
Mr. Akira Terakawa is Senior Managing Executive Officer of Marubeni
Corporation. Transactions between the U.S.M.H Group and the MarubeniGroup include procurement of merchandise. The amount of transactions
during this fiscal year was less than 3% of net sales of the U.S.M.H Groupand negligible.
(Notes)1. The Company has entered into agreements with Mr. Shigekazu Torikai and Ms. Naoko Makino tolimit their liability pursuant to Article 423, Paragraph 1 of the Companies Act to the minimum
amount stipulated in Article 425 of the said Act. Subject to approval of their reelection, the Company
intends to continue the said agreements with them. Subject to approval of election of Mr. Akira
Terakawa, the Company intends to enter into such an agreement with him to limit his liability.
2. Of the candidates for Director, Mr. Shigekazu Torikai, Ms. Naoko Makino, and Mr. Akira Terakawa
are candidates for Outside Director.
3. Mr. Shigekazu Torikai and Ms. Naoko Makino satisfy the requirements for Independent Director- 10 -

prescribed by Tokyo Stock Exchange and the Company designated Mr. Shigekazu Torikai and Ms.
Naoko Makino as Independent Directors prescribed by Tokyo Stock Exchange on which theCompany’s shares are listed and submitted a notification of the designation to the said Exchange. The
Company considers that they satisfy the criteria for independence of Independent Outside Director
specified by the Company.
4. The number of shares of the Company held is the number of shares of the Company held as ofFebruary 28, 2019. It does not include the number of shares of the Company held through the
Executives’ Shareholding Association.

- 11 -

Proposal 2:

Election of Four (4) Corporate Auditors

The terms of office of Corporate Auditors Mr. Tsutomu Uchida, Mr. Tatsuo Mizuhashi, Mr. Akira Sasaoka
and Mr. Shigeru Koyama will expire at the conclusion of this year’s Annual General Meeting of
Shareholders. Accordingly the election of four (4) Corporate Auditors, including two (2) Outside Corporate
Auditors, is proposed.
The Company has specified the following matters as a policy for nomination of candidates for Corporate
Auditor and all the candidates for Corporate Auditor satisfy these requirements. The Audit & Supervisory
Board has previously given its approval to this proposal.
“Policy for Nomination of Candidates for Corporate Auditor”
Based on the management philosophy of the Company, the person shall audit execution of duties of
Directors and prevent violation of laws and regulations or the Articles of Incorporation and also be capableof contributing to maintenance and improvement of sound management and social credibility of theCompany. The person shall be capable of contributing to securing soundness of management by conducting
audits from a neutral and objective perspective.
No.

Career summary, positions in the Company
and significant concurrent positions

Number ofshares of theCompany held

Joined The Maruetsu, Inc.
Manager, Bakery and Food Service Department,
Merchandise Division, The Maruetsu, Inc.
September 2006 Manager, Delicatessen Department, Merchandise Division,
The Maruetsu, Inc.
March 2008
Manager, Sales Planning Department, Sales and Marketing
Division, The Maruetsu, Inc.
March 2009
Acting General Manager, Saitama Stores Division, The
Maruetsu, Inc.
March 2010
Manager, Kitasaitama Area Control Department, Sales andMarketing Control, The Maruetsu, Inc.
March 2011
Manager, Store Planning Department, Development
Division, The Maruetsu, Inc.
March 2012
Deputy General Manager, General Affairs Division;
Manager, Internal Control Office, The Maruetsu, Inc.
May 2012
Executive Officer; General Manager, General Affairs
Division; Manager, Internal Control Office, The Maruetsu,
Inc.
April 2013
General Manager, Sales and Marketing Division, The
Maruetsu, Inc.
March 2014
Assistant to President, The Maruetsu, Inc.
May 2014
Full-time Corporate Auditor, The Maruetsu, Inc.
May 2018
Corporate Auditor, The Maruetsu, Inc. (to present)
May 2018
Full-time Corporate Auditor, the Company (to present)[Reasons to be nominated as candidate for Corporate Auditor]
Mr. Tatsuo Mizuhashi has abundant experience and deep insight throughhis service as Executive Officer and Corporate Auditor at The Maruetsu,
Inc. The Company considers that his experience and insight make him
suitable for the position.
[Special interests]
There are no special interests between Mr. Tatsuo Mizuhashi and theCompany.

12,566

Name(Date of birth)
March 1977
August 2002

1

Tatsuo Mizuhashi(August 11, 1954)
Re-appointed- 12 -

No.

2

3

Name
(Date of birth)

Career summary, positions in the Company
and significant concurrent positions

March 1981
Joined KASUMI CO., LTD.
September 2002 Manager, Sales Department No.10, KASUMI CO., LTD.
March 2005
Manager, Food Market Sales Division No.3, KASUMI
CO., LTD.
May 2007
Executive Officer, KASUMI CO., LTD.
June 2007
Deputy Manager, Compliance Control Office; Manager,
Audit operation, KASUMI CO., LTD.
March
2013
Manager,Compliance Control Office; Manager, Audit
Tadayoshi Yoyogi
operation,
KASUMI CO., LTD.
(January 27, 1959)
May 2014
Full-time Corporate Auditor, KASUMI CO., LTD. (topresent)
Newly appointed[Reasons to be nominated as candidate for Corporate Auditor]
Mr. Tadayoshi Yoyogi has abundant experience and deep insight throughhis service as Executive Officer and Corporate Auditor at KASUMI CO.,LTD. The Company considers that his experience and insight make him
suitable for the position.
[Special interests]
There are no special interests between Mr. Tadayoshi Yoyogi and theCompany.
March 1979
Joined JUSCO Co., Ltd. (currently AEON CO., LTD.)May 2008
General Manager, Customer Service Department, JUSCO
Co., Ltd
September 2008 General Manager, General Affairs Department, Maxvalu
Business Division, AEON Retail Co., Ltd.
December 2009 Director, MAXVALU HOKURIKU CO., LTD.
May 2012
Internal Audit Office, AEON CO., LTD.
April 2013
Full-time Corporate Auditor, AEON MARKET CO., LTD.
(to present)
Shigeru Koyama May 2014
Outside Corporate Auditor, SUNDAY CO., LTD.
(August 6, 1955) May 2015
Outside Director (Audit and Supervisory Committee
Member), SUNDAY CO., LTD.
[Outside Corporate May 2018
Outside Corporate Auditor, the Company (to present)
Auditor][Reasons to be nominated as candidate for Outside Corporate Auditor]
Mr. Shigeru Koyama has knowledge about business administration andRe-appointed
abundant experience as an auditor and deep insight cultivated through thatexperience. The Company considers him suitable for the position, whichrole is to audit the Company’s management from a neutral and objective
perspective.
[Special interests]
There are no special interests between Mr. Shigeru Koyama and theCompany.
[Years of service as Outside Corporate Auditor]
Mr. Shigeru Koyama will have served as Outside Corporate Auditor for
one year at the conclusion of this General Meeting of Shareholders.

- 13 -

Number ofshares of theCompany held

6,200

0

No.

Name
(Date of birth)

Career summary, positions in the Company
and significant concurrent positions
April 1986
April 2013
April 2015
January 2017

4

Number ofshares of theCompany held

Joined Marubeni Corporation
CFO, Marubeni ASEAN Pte. Ltd. (Singapore)
Senior Manager, Finance Dept., Marubeni Corporation
Director; General Manager, Administration Division,
Marubeni Mate Co., Ltd.
April 2018
General Manager, Planning Dept., Consumer ProductsGroup, Marubeni Corporation
October 2018
General Manager, Planning Dept., Food Group; General
Koichi Ihara
Manager, Planning Dept., Consumer Products Group,(October 8, 1962)
Marubeni Corporation
November
2018
General Manager, Planning Dept., Food Group, Marubeni
0[Outside Corporate
Corporation
Auditor]
April 2019
General Manager, Administration Dept., Food, Agriculture&
Chemicals Group, Marubeni Corporation (to present)
Newly appointed[Reasons to be nominated as candidate for Outside Corporate Auditor]
Mr. Koichi Ihara has knowledge about finance and accounting, abundant
experience as a corporate manager, and deep insight cultivated through thatexperience. The Company considers him suitable for the position, whichrole is to audit the Company’s management from a neutral and objective
perspective.
[Special interests]
There are no special interests between Mr. Koichi Ihara and the Company.
(Notes)1. Of the candidates for Corporate Auditor, Mr. Shigeru Koyama and Mr. Koichi Ihara are candidates
for Outside Corporate Auditor.
2. Mr. Shigeru Koyama currently serves as Full-time Corporate Auditor of AEON MARKET CO., LTD.,a subsidiary of AEON CO., LTD., which is the Company’s parent company.
3. The number of shares of the Company held is the number of shares of the Company held as ofFebruary 28, 2019. It does not include the number of shares of the Company held through the
Executives’ Shareholding Association.
4. The Company has entered an agreement with Mr. Shigeru Koyama to limit his liability pursuant to
Article 423, Paragraph 1 of the Companies Act to the minimum amount stipulated in Article 425 of
the said Act. Subject to approval of his reelection, the Company intends to continue the said
agreement with him. Subject to approval of election of Mr. Koichi Ihara, the Company intends toenter into such an agreement with him to limit his liability.

- 14 -