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
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 3222)
May 1, 2020
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 5TH 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 notified of the 5th Annual General Meeting of Shareholders of United Super Markets
Holdings Inc. (the “Company”). The meeting will be held for the purposes as described below.
In lieu of attending the meeting, you can exercise your voting rights by mail or via the Internet, etc. Please
review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights in accordance with the guidance on pages 3 to 4.
1. Date and Time:

Wednesday, May 20, 2020 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
5th Fiscal Year (March 1, 2019 - February 29, 2020) 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 5th Fiscal Year
(March 1, 2019 - February 29, 2020)
Proposals to be resolved:
Election of Nine (9) Directors
Proposal 1:
Election of Two (2) Corporate Auditors
Proposal 2:
Partial Revision to the Restricted Stock Compensation System for Directors
Proposal 3:■“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, “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements”
in the Consolidated Financial Statements and “Non-consolidated Statement of Changes in Equity” and“Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial Statements are postedon the Company’s website presented below pursuant to laws and regulations and Article 16 of the Company’s
Articles of Incorporation. 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-1-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; “Consolidated Statement of Changes in Equity” and “Notes toConsolidated Financial Statements” in the Consolidated Financial Statements; and “Non-consolidated
Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Nonconsolidated Financial Statements. These documents are posted on the Company’s website presented 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 presented below.
The Company’s website: https://www.usmh.co.jp/◎

The novel coronavirus disease (COVID-19) is continuing to spread. There is a risk of mass infections at
a general meeting of shareholders where many shareholders gather together. You are kindly requested torefrain from coming to the venue to avoid infections.

◎

In lieu of attending the meeting, you can exercise your voting rights by mail or via the Internet using asmartphone, etc. We encourage you to exercise your voting rights in advance.

◎

Notice of Resolution of the Annual General Meeting of Shareholders will be posted on theabovementioned Company’s website in lieu of mailing the 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/Corporate Auditors specified by the Company as described below. The Company has determined thefollowing matters as a policy for nomination of candidates for Director and all the candidates for Director
satisfy these requirements.
“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 withother managers and employees. In addition, the person shall have insights concerning compliance with laws
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

Taketoshi Kawada

Re-appointed

Director

100.0%(10/10)5

Shinichiro Yamamoto

6

Motoya Okada

Re-appointed

Director and Advisor

75.0%(9/12)

7

Akira Terakawa

Re-appointed
Outside Director

Director

90.0%(9/10)

8

Shigekazu Torikai

Director

100.0%(12/12)

9

Naoko Makino

Director

100.0%(12/12)

Newly appointed

Re-appointed
Outside Director
Independent Director
Re-appointed
Outside Director
Independent 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.
March 2020
Vice President and Representative Executive Officer
responsible for the Supermarket Business andMerchandise/Logistics, AEON CO., LTD. (to present)[Reasons to be nominated as candidate for Director]
Mr. Motohiro Fujita has abundant experience and an excellent track record
as a corporate manager through his service as President and Representative
Director of the Company’s subsidiary. The Company nominated him as a
candidate for Director based on the judgment that his experience and insightmake him a suitable person to serve as the Company’s Director.
[Special interests]
Mr. Motohiro Fujita concurrently serves as Vice President andRepresentative Executive Officer responsible for the Supermarket Businessand Merchandise/Logistics 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, andpurchase 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

-5-

148,400

No.

2

3

Name
(Date of birth)

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
Advisor, 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)
Daisuke Tezuka March 2018
Representative Director; Supervising Corporate Planning(September 19,
Division; Supervising Management Administration
1975)
Division; Supervising ICT Division, the Company
March 2019
Vice President and Representative Director; Supervising
Re-appointed
Management Administration Division, the Company
March 2020
Vice President and Representative Director, the Company(to present)[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 and insightmake 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.
Ryota Furuse
March 2017
Vice President and Representative Director responsible(January 3, 1957)
for administration, The Maruetsu, Inc.
March 2019
Vice President and Representative Director; Supervising
Re-appointed
Corporate Planning Division, the Company
March 2019
President and Representative Director, The Maruetsu, Inc.
(to present)
March 2020
Vice President and Representative Director, the Company(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 and insightmake him a suitable person to serve as the Company’s Director.
[Special interests]
There are no special interests between Mr. Ryota Furuse and the Company.

-6-

Number ofshares of theCompany held

2,000

39,280No.

Name(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
April 1983
May 2012
April 2013

4

5

Joined The Maruetsu, Inc.
Executive Officer, The Maruetsu, Inc.
General Manager, Store Operation Division, The
Maruetsu, Inc.
May 2013
Director, The Maruetsu, Inc. (to present)
May 2015
Managing Executive Officer, The Maruetsu, Inc.
March 2019
General Manager, Low-cost Operation Promotion
Division, The Maruetsu, Inc.
May 2019
Director, the Company (to present)
May 2019
Senior Managing Executive Officer; General Manager,
Taketoshi Kawada
Low-cost Operation Promotion Division, The Maruetsu,(October 12, 1959)
Inc.
March 2020
Senior Managing Executive Officer; General Manager,
Re-appointed
Development 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 andSenior Managing Executive Officer of the Company’s subsidiary. The
Company nominated him as a candidate for Director based on the judgmentthat his experience and insight make him a suitable person to serve as theCompany’s Director.
[Special interests]
There are no special interests between Mr. Taketoshi Kawada and theCompany.
March 2013
Joined KASUMI CO., LTD. as Advisor
May 2014
Managing Director, Senior Executive Officer; Manager,
Logistics Division, KASUMI CO., LTD.
March 2017
Senior Managing Director and Senior Executive Officer,
KASUMI CO., LTD.
March 2018
General Manager, ICT Division, the Company
March 2019
Senior Managing Director and Senior Executive Officer;
Manager, Business Reform Office; Manager, Business
Remodeling, KASUMI CO., LTD.
March 2020
President and Representative Director, KASUMI CO.,LTD.
(to present)
Shinichiro
GeneralManager, Digital Division, the Company (toYamamoto
present)(July 24, 1959)[Reasons to be nominated as candidate for Director]
Newly appointed Mr. Shinichiro Yamamoto has abundant experience and an excellent trackrecord through his service as Senior Managing Director and Senior
Executive Officer of the Company’s subsidiary, as well as General
Manager, ICT Division of the Company. As of March 1, 2020, he serves as
President and Representative Director of the Company’s subsidiary, andGeneral Manager, Digital Division of the Company. 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]
There are no special interests between Mr. Shinichiro Yamamoto and theCompany.

Number ofshares of theCompany held

-7-

19,19024,100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.
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)
March 2020
Director, Chairman and Representative Executive Officer,
AEON CO., LTD. (to present)[Reasons to be nominated as candidate for Director]
Mr. Motoya Okada is Director, Chairman and Representative Executive
Officer 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 insightmake him a suitable person to serve as the Company’s Director.
[Special interests]
Mr. Motoya Okada is Director, Chairman and Representative Executive
Officer 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, andpurchase 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

Number ofshares of theCompany held

April 1981
April 2010

7

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 of Internal
Control Committee; Vice Chairman of Investment andCredit 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 andCredit Committee, Marubeni Corporation
April 2016 Managing Executive Officer; Member of the Board, Chief
Executive Officer, Chemical & Forest Products Group,
Marubeni Corporation
Akira Terakawa
June
2016
Managing Executive Officer; Chief Executive Officer,(February 8, 1958)
Chemical & Forest Products Group, Marubeni Corporation[Outside Director] April 2018 Senior Managing Executive Officer; Chief Executive
Officer, Food Group; Regional CEO for East Asia; Vice
Chairman of Investment and Credit Committee, Marubeni
Re-appointed
Corporation
April 2019 Senior Managing Executive Officer; Chief Executive
Officer, Food, Agriculture & Chemicals Group; Vice
Chairman of Investment and Credit Committee, Marubeni
Corporation
May 2019 Director, the Company (to present)
April 2020 Senior Executive Vice President; Chief Executive Officer,
Food, Agriculture & Chemicals Group; Chief Operating
Officer, Food Div., 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 Executive Vice President 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.
[Years of service as Outside Director]
Mr. Akira Terakawa will have served as Outside Director for one year at
the conclusion of this General Meeting of Shareholders.

-9-

0

No.

Name
(Date of birth)

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

8

9Number ofshares of theCompany held

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)[Reasons
tobenominated as candidate for Outside Director][Outside Director]
Mr. Shigekazu Torikai has abundant experience of corporate legal affairs as
0
an attorney-at-law and extensive knowledge of legal affairs and accounting.
[Independent
Although he has not been involved in corporate management other than of
Director]
the Company, the Company considers that he will be capable of fulfilling
his duties as Outside Director by utilizing his experience and knowledge for
Re-appointed
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 five 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 Resigned from Asako Aramaki Office Co., Ltd. (currently
1995
Diet Communications Co., Ltd.)
January 1996 Freelance (Member of Association of Freelance Dieticians in
Nakano Ward)
March 2004 Representative Director, Studio Ku Ltd. (to present)
May 2007 Council and Member of Editorial Committee, Japan Societyof Food Science Education
April 2013 Councilor, General Incorporated Association Japan Society ofFood Science Education (to present); Member of Editorial
Committee, General Incorporated Association Japan Society
Naoko Makino
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)0
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 and currently
is a member of the Japan Society for the Study of Obesity and serves as aRe-appointed
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 offulfilling her duties as Outside Director by utilizing her experience andknowledge 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 four years at
the conclusion of this General Meeting of Shareholders.
(Notes)1. The Company has entered into agreements with Messrs. Akira Terakawa, Shigekazu Torikai, and Ms.
Naoko Makino to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act to theminimum amount stipulated in Article 425 of the said Act. Subject to approval of their reelection, the- 10 -

Company intends to continue the said agreements with them.
2. Of the candidates for Director, Messrs. Akira Terakawa, Shigekazu Torikai, and Ms. Naoko Makino are
candidates for Outside Director.
3. Mr. Shigekazu Torikai and Ms. Naoko Makino satisfy the requirements for Independent Director
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 the Company’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 Directors/Corporate
Auditors specified by the Company.
4. The number of shares of the Company held is the number of shares of the Company held as of February
29, 2020. It does not include the number of shares of the Company held through the Executives’
Shareholding Association.

- 11 -

Proposal 2:

Election of Two (2) Corporate Auditors

Corporate Auditor Mr. Tatsuo Mizuhashi will resign and the term of office of Outside Corporate Auditor
Mr. Shinobu Okamoto will expire at the conclusion of this year’s Annual General Meeting of Shareholders.
Accordingly the election of two (2) Corporate Auditors, including one (1) Outside Corporate Auditor, is
proposed. Since Mr. Masami Sakamoto is nominated as a substitute for Mr. Tatsuo Mizuhashi, his term ofoffice shall be the remainder of the term of office of Mr. Tatsuo Mizuhashi who is resigning, as stipulated in
the Company’s Articles of Incorporation.
The Company has specified the following matters as a policy for nomination of candidates for Corporate
Auditor and 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 capable ofcontributing to maintenance and improvement of sound management and social credibility of the Company.
The person shall be capable of contributing to securing soundness of management by conducting audits froma neutral and objective perspective.
No.

Name
(Date of birth)

Career summary, positions in the Company
and significant concurrent positions
March 1980
March 2008

1

Joined The Maruetsu, Inc.
Manager, Corporate Planning Department, Corporate
Planning Division, The Maruetsu, Inc.
March 2010
General Manager, Finance and Accounting Division, The
Maruetsu, Inc.
May 2010
Executive Officer; General Manager, Finance andAccounting Division, The Maruetsu, Inc.
May 2012
Executive Officer; General Manager, Human Performance
Reform Division, The Maruetsu, Inc.
April 2013
Executive Officer, The Maruetsu, Inc.; President, MarnoCo., Ltd.; President, Marno Center Support Co., Ltd.
May 2013
Advisor, The Maruetsu, Inc.; President, Marno Co., Ltd.;
President, Marno Center Support Co., Ltd.
Masami Sakamoto(February 25, 1958) May 2014
President, Marno Co., Ltd.; President, Marno Center
Support Co., Ltd.
Newly appointed March 2015
President, Marno Co., Ltd.
March 2017
President, Asubiz Support Co., Ltd.
March 2018
Advisor to President, The Maruetsu, Inc.
May 2018
Full-time Corporate Auditor, The Maruetsu, Inc. (topresent)[Reasons to be nominated as candidate for Corporate Auditor]
Mr. Masami Sakamoto 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. Masami Sakamoto and theCompany.

Number ofshares of theCompany held

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19,397No.

Name(Date of birth)

Career summary, positions in the Company
and significant concurrent positions
April 1977

2

Number ofshares of theCompany held

Co-ordination Division, Management and Co-ordination
Department, Tokyo Regional Taxation Bureau
July 2005
Special Officer (Planning and Co-ordination), First
Taxation Department, Tokyo Regional Taxation Bureau
July 2006
District Director, Kawashima Tax Office, Takamatsu
Regional Taxation Bureau (Tokushima Prefecture)
July 2007
Chief Examiner, Third Large Enterprise Examination
Department, Tokyo Regional Taxation Bureau
July 2008
Director, Planning Division, Management and Coordination Department, Tokyo Regional Taxation Bureau
July 2009
Director, First Personnel Division, Management and Coordination Department, Tokyo Regional Taxation Bureau
July 2012
Chief Internal Inspector, Commissioner's Secretariat,
National Tax Agency
Shinobu Okamoto(June 18, 1954)
June 2013
Assistant Regional Commissioner (Management and Coordination), Nagoya Regional Taxation Bureau[Outside Corporate July 2014
Regional Commissioner, Kumamoto Regional Taxation
Auditor]Bureau0
October 2015
Representative, Shinobu Okamoto Tax Accountant Office[Independent(to present)
Auditor]May 2016
Corporate Auditor, the Company (to present)
June 2019
Outside Audit & Supervisory Board Member, Yamaichi
Re-appointed
Electronics Co., Ltd. (to present)[Reasons to be nominated as candidate for Outside Corporate Auditor]
Mr. Shinobu Okamoto has abundant experience in business accounting as acertified tax accountant and extensive knowledge about tax affairs andaccounting. Although he has not been involved in corporate management,
the Company considers that he will be capable of fulfilling his duties as
Outside Corporate Auditor by utilizing his experience and knowledge inmanagement of the Company for the reasons stated above.
[Special interests]
There are no special interests between Mr. Shinobu Okamoto and theCompany.
[Years of service as Outside Corporate Auditor]
Mr. Shinobu Okamoto will have served as Outside Corporate Auditor for
four years at the conclusion of this General Meeting of Shareholders.
(Notes)1. The candidate for Corporate Auditor Mr. Shinobu Okamoto is a candidate for Outside Corporate
Auditor.
2. Mr. Shinobu Okamoto satisfies the requirements for Independent Auditor prescribed by Tokyo Stock
Exchange and the Company designated Mr. Shinobu Okamoto as an Independent Auditor prescribedby Tokyo Stock Exchange on which the Company’s shares are listed and submitted a notification of thedesignation to the said Exchange. The Company considers that he satisfies the Criteria for Independenceof Independent Outside Directors/Corporate Auditors specified by the Company.
3. The number of shares of the Company held is the number of shares of the Company held as of February
29, 2020. It does not include the number of shares of the Company held through the Executives’
Shareholding Association.
4. The Company has entered into an agreement with Mr. Shinobu Okamoto 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 agreementwith him.

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Proposal 3:

Partial Revision to the Restricted Stock Compensation System for Directors

This is to propose a partial revision in the restricted stock compensation system for the Company’s
Directors (excluding Outside Directors and Part-time Directors; hereinafter referred to as the “Eligible
Directors”), which was approved at the 2nd Annual General Meeting of Shareholders held on May 19, 2017.
The amount of remuneration for the Company’s Directors is a maximum of ¥150 million per year (including
a maximum of ¥35 million per year for Outside Directors, not including any employee salaries payable to
Directors who are also employees), as approved by the 1st Annual General Meeting of Shareholders held on
May 19, 2016. The 2nd Annual General Meeting of Shareholders held on May 19, 2017 gave approval toprovide the Eligible Directors with monetary compensation receivables for the purpose of granting restricted
stock (hereinafter referred to as “Monetary Compensation Receivables”) not exceeding ¥150 million per year
under the restricted stock compensation system separately from the limit of remuneration for Directors statedabove.
Under the current restricted stock compensation system, regarding the total amount of Monetary
Compensation Receivables, it is assumed that the amount corresponding to execution of duties for three fiscal
years is provided, in principle, at a single time in the first year of the three fiscal years covered by a mediumterm management plan, and thus, in practice, it is equivalent to provision of a maximum of ¥50 million per
year.
In order to adjust the system so that it reflects performance results in the amount of compensation annuallyand makes the responsibilities of the Eligible Directors more clear, this is a proposal to convert the restricted
stock compensation system to fixed compensation notified in advance, in which shares with a single-year
transfer restriction period will be granted in each of the first, the second, and the third years of the mediumterm management plan, and if the performance achievement points for the previous fiscal year score 100% or
more, the transfer restriction for all the shares will be removed, and if less than 100%, all the shares will be
forfeited. There will be no change to the current maximum of ¥150 million per year for the amount of Monetary
Compensation Receivables. However, while Monetary Compensation Receivables for the three fiscal years
covered by a medium-term management plan have been provided at a single time under the current system,
Monetary Compensation Receivables will be provided annually for each fiscal year under the proposed system,and thus, in practice, the maximum total amount provided will be ¥50 million per year.
Since the maximum total amount under the current system is also equivalent to provision of a maximum of¥50 million per year, in practice, we believe that this proposal follows the current system.
The current number of Directors is nine (9) (including four (4) Outside Directors and Part-time Directors).
If Proposal 1 “Election of Nine (9) Directors” is approved and resolved as originally proposed, the number of
Directors will continue to be nine (9) (including four (4) Outside Directors and Part-time Directors).

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[Reference] Outline of the Company’s restricted stock compensation system subject to the approval of this
proposal
Under the restricted stock compensation system, which offers fixed compensation notified in advance, theCompany will provide the Eligible Directors with restricted shares with a single-year transfer restriction period
in each of the first, the second, and the third year of the period covered by the medium-term management plan,and if the performance achievement points for the previous fiscal year score 100% or more, the transfer
restriction for all the shares will be removed, and if less than 100%, all the shares will be forfeited. The
Company will provide the Eligible Directors with Monetary Compensation Receivables for the purpose of
granting restricted stock to them, have them make in-kind contribution using the Monetary Compensation
Receivables, and, in return, issue or dispose of the Company’s common stock to them. The Company will also
conclude a restricted stock allotment agreement including the contents described in (4) below (hereinafterreferred to as the “Allotment Agreement”) with the Eligible Directors, and the Eligible Directors shall not
freely transfer, etc. the shares of the Company’s common stock allotted under the Allotment Agreement(hereinafter referred to as the “Allotted Shares”) during a certain time period set out in the Allotment
Agreement. If the performance targets preliminarily set out by the Company are achieved within the transfer
restriction period, the Company shall remove the restriction on transfer of the Allotted Shares. The Company
shall acquire free of charge the Allotted Shares for which the transfer restriction has not been removed. In thisway, the Company provides an incentive for the Eligible Directors to achieve the performance targets.
(1) Total amount of Monetary Compensation Receivables
The maximum amount of Monetary Compensation Receivables to be provided to Eligible Directors shallbe the same as the amount under the previous system, which is a maximum of ¥150 million per year for
three fiscal years in total. Therefore, regarding Monetary Compensation Receivables based on the
restricted stock compensation system, it is assumed that shares of the Company’s common stock with asingle-year transfer restriction period will be granted to the Eligible Directors in each of the first, thesecond, and the third years of the three fiscal years covered by the medium-term management plan, andthus, in practice, the amount of Monetary Compensation Receivables will be a maximum of ¥50 million
per fiscal year.
(2) Allotment of and payment for the restricted stock
The amount to be paid in per share shall be the closing price of the Company’s common stock on theTokyo Stock Exchange on the business day immediately preceding the date of each resolution of theBoard of Directors (or the closing price on the transaction day immediately prior thereto if no transaction
is made on such business day).
(3) Transfer restriction period
The Eligible Directors shall not transfer, create a security interest on, or otherwise dispose of the Allotted
Shares under the Allotment Agreement during a time period set out preliminarily by the Company’s
Board of Directors (hereinafter referred to as the “Transfer Restriction Period”), which shall be between
one year and five years from the date of such allotment according to the Allotment Agreement. (Thisrestriction shall be hereinafter referred to as the “Transfer Restriction.”)(4) Removal of the Transfer Restriction according to achievement of the performance targets
The Company shall remove the Transfer Restriction with respect to all the Allotted Shares at the expiryof the Transfer Restriction Period, if performance targets for the Company’s consolidated ordinary
income and consolidated operating revenue, etc., preliminarily set out by the Company’s Board of
Directors are achieved, during the Transfer Restriction Period. After that, Eligible Directors may freelytransfer, etc. the Allotted Shares for which the Transfer Restriction has been removed. In addition, theCompany shall naturally acquire free of charge the Allotted Shares for which the Transfer Restriction has
not been removed in accordance with the provisions above at the expiry of the Transfer Restriction Period.
(5) Treatment upon retirement
If the Eligible Director retires from his or her position as Director of the Company or of a wholly owned
subsidiary of the Company prior to the expiry of the Transfer Restriction Period, the Company shallnaturally acquire free of charge the Allotted Shares, unless such retirement is due to expiry of the term ofoffice, death or other reasons deemed justifiable by the Company’s Board of Directors.
However, in the event that an Eligible Director leaves the position specified above before the expiry of
the Transfer Restriction Period for reasons deemed justifiable by the Company’s Board of Directors
specified above, the number of the Allotted Shares subject to removal of the Transfer Restriction and thetiming of such removal of the Transfer Restriction shall be reasonably adjusted by the Company’s Boardof Directors.
(6) Treatment in the event of organizational restructuring, etc.
If a matter concerning the organizational restructuring, etc. of the Company, such as a merger agreement- 15 -

whereby the Company will be the non-surviving party to the merger, or a share exchange agreement orshare transfer plan whereby the Company will become a wholly owned subsidiary of another party, isapproved by the Company’s General Meeting of Shareholders (or by the Company’s Board of Directors
if such organizational restructuring, etc. does not require the approval of the Company’s General Meetingof Shareholders) during the Transfer Restriction Period, the Company shall remove, based on the
resolution of the Board of Directors of the Company, the Transfer Restriction of the Allotted Shares fromthe starting date of the Transfer Restriction Period to the approval date of such organizational
restructuring, etc. prior to the effective date of such organizational restructuring, etc. The number of such
Allotted Shares subject to removal of the Transfer Restriction shall be reasonably adjusted by theCompany’s Board of Directors in light of the degree of achievement of the performance targets specified
in (4) above. In the case specified above, as of the time immediately after the removal of the Transfer
Restriction, the Company shall naturally acquire free of charge the Allotted Shares for which the Transfer
Restriction has not been removed from Eligible Directors.
(7) Other matters to be determined by the Board of Directors
Besides the above-mentioned matters, the Allotment Agreement shall prescribe matters to be determinedby the Company’s Board of Directors, including the methods of indicating intention and sending
notification under the Allotment Agreement and procedures for revising the Allotment Agreement.

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