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 damage arising from the translation.
(Stock Exchange Code 3222)
May 2, 2022
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 7TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation to you for your continued support and patronage.
Please be informed that the 7th Annual General Meeting of Shareholders of United Super Markets Holdings
Inc. (the “Company”). The meeting will be held for the purposes as described below.
This meeting will be held as a hybrid participation-type virtual shareholder meeting (live-streamed). Pleasewatch the livestream on the day of the meeting. You can exercise your voting rights in advance by mail or via
the Internet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights in accordance with the guidance on pages 3 to 4 of the Japanese original.
1. Date and Time:

Friday, May 20, 2022 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
7th Fiscal Year (March 1, 2021 - February 28, 2022) 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 7th Fiscal Year
(March 1, 2021 - February 28, 2022)
Proposals to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Nine (9) Directors■Pursuant to laws and regulations and Article 16 of the Company’s Articles of Incorporation, some of thematters to be presented in the Business Report, Consolidated Financial Statements, Non-consolidated
Financial Statements are posted on the Company’s website presented below. Accordingly, they are notincluded 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 documents posted on the Company’s website in addition to the documents attached to this notice.
■Should the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements, andthe Reference Documents for the General Meeting of Shareholders require revisions, the revised versions
will be posted on the Company’s website.

-1-

■The contents of this notice have been posted on the Company’s website before its dispatch to provide
information to shareholders as early as possible.
The Company’s website: https://www.usmh.co.jp/◎ We strongly request that shareholders excise their voting rights by mail or via the Internet in advance.
◎ Thirty seats will be available at the venue. Shareholders who wish to attend the meeting in person needto register in advance. For more details, please see the enclosed attachment “Attending and Participatingin the 7th Annual General Meeting of Shareholders” (available in Japanese only).
◎ This meeting will be held as a hybrid participation-type virtual shareholder meeting (live-streamed).

■Shareholder website: https://3222.ksoukai.jp/*For more details, please refer to the enclosed attachment “Guidance on the Shareholder Website (ID and
Password)” (available in Japanese only).
*For more details, please refer to pages 5 to 6 of the Japanese original of this notice.

◎ 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:

Partial Amendments to the Articles of Incorporation

1. Reason for the amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the
Act Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, it is proposed that the following amendments to the Articles ofIncorporation be made.
(1) The proposed Article 16, Paragraph 1 provides that information contained in the Reference
Documents for the General Meeting of Shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the Internet disclosure and deemed provision of the Reference Documents
for the General Meeting of Shareholders, etc. (Article 16 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
2. Details of the amendments
The details of the amendments are as follows.

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 16
The Company may, when convening ageneral meeting of shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the Reference Documents for the
General Meeting of Shareholders, Business
Report,Non-consolidated
Financial
Statements, and Consolidated Financial
Statements, by disclosing such information
through the Internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

(Underlined portions are to be amended.)
Proposed Amendments(Deleted)(Measures for Electronic Provision, Etc.)
Article 16
The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the Reference
Documents for the General Meeting of
Shareholders, etc. electronically.
2.
Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to besent to shareholders who have requested itby the record date for voting rights.
(Supplementary Provisions)(Newly established)(Newly established)-3-

Current Articles of Incorporation

Proposed Amendments
Article 1
The deletion of Article 16 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) of the
Articlesof
Incorporation
beforeamendment and the establishment of theamended Article 16 (Measures forElectronic Provision, Etc.) shall come into
effect on September 1, 2022.
2.
Notwithstanding the provisions of thepreceding paragraph, Article 16 of the
Articlesof
Incorporation
beforeamendment shall remain in force withrespect to a general meeting ofshareholders to be held by February 28,
2023.
3.
These supplementary provisions shall bedeleted after March 1, 2023 or the lapse of
three months from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

-4-

Proposal 2:

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 on page 14. The Company has
determined the matters on page 14 as the policy for nomination of candidates for Director and all the candidates
for Director satisfy these requirements.
■List of candidates for Director
No.

Name

Position at the Company

Attendance at the Boardof Directors meeting

1Motohiro Fujita

Re-appointed

President and Representative
Director

100.0%(12/12)

2

Ryota Furuse

Re-appointed

Vice President andRepresentative Director

100.0%(12/12)

3

Shinichiro Yamamoto

Re-appointed

Vice President andRepresentative Director

100.0%(12/12)4

Masaharu Homma

Re-appointed

Director

100.0%(10/10)5Motoya Okada

Re-appointed

Director and Advisor

100.0%(12/12)

6

Akira Terakawa

Re-appointed
Outside Director

Director

100.0%(12/12)

7

Shigekazu Torikai

Director

91.7%(11/12)

8

Naoko Makino

Director

100.0%(12/12)

9

Satoshi Shimada

Re-appointed
Outside Director
Independent Director
Re-appointed
Outside Director
Independent Director
Newly appointed(Note) Candidate No.4 Mr. Masaharu Homma’s attendance at the Board of Directors meetings is for the
meetings held after he was elected Director at the 6th Annual General Meeting of Shareholders thattook place on May 21, 2021. The number of the Board of Directors meetings held is, therefore, smaller
than those of the other candidates.

-5-

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 2009Manager, 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.
March 2021
Vice President and Representative Executive Officer
responsible for the Supermarket Business, AEON CO.,LTD.
March 2022
Executive Officer and Vice Chairman responsible for
special missions, AEON CO., LTD. (to present)[Reasons to be nominated as candidate for Director]
Mr. Motohiro Fujita has abundant experience and an excellent track record asa 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 Executive Officer and Vice
Chairman responsible for special missions of AEON CO., LTD. Transactions
between the AEON Group and the Company’s subsidiaries The Maruetsu,
Inc., KASUMI CO., LTD. and MAXVALU KANTO CO., LTD. include
procurement of merchandise, store leasing, contracted credit operations,purchase of facilities, and member store contracts.

Number ofshares of theCompany held

-6-

143,100

No.

Name(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
March 1980
May 2006
May 2008
May 2011
April 2013

2

3

Joined The Maruetsu, Inc.
Director and Executive Officer, The Maruetsu, Inc.
Managing Executive Officer, The Maruetsu, Inc.
Senior Managing Executive Officer, The Maruetsu, Inc.
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 subsidiaryof 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 insight make him asuitable person to serve as the Company’s Director.
[Special interests]
There are no special interests between Mr. Ryota Furuse and the Company.
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
General Manager, Digital Division, the Company
Yamamoto
May 2020
Director; General Manager, Digital Division, the(July 24, 1959)
Company
March 2022
Vice President and Representative Director; General
Re-appointed
Manager, Digital Division, the Company (to present)[Reasons to be nominated as candidate for Director]
Mr. Shinichiro Yamamoto is the President and Representative Director of a
subsidiary of the Company and has abundant experience and an excellent
track record through his service as Vice President and Representative
Director, General 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 the Company’s
Director.
[Special interests]
There are no special interests between Mr. Shinichiro Yamamoto and theCompany.

Number ofshares of theCompany held

-7-41,48024,100No.

Name(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions

Joined The Maruetsu, Inc.
Manager, Corporate Planning Department, Corporate
Planning Division, The Maruetsu, Inc.
May 2013
Executive Officer; Manager, Corporate Planning
Department, Corporate Planning Division, The Maruetsu,
Inc.
May 2015
Director, MAXVALU KANTO CO., LTD. (to present)
March 2017
Executive Officer responsible for administration; General
Manager, Corporate Planning Division, The Maruetsu,
Inc.
March 2019
Executive Officer; General Manager, Corporate Planning
Division, The Maruetsu, Inc.
Masaharu Homma
May
2019Managing Executive Officer; General Manager, Corporate(October 11, 1969)
4
Planning Division, The Maruetsu, Inc.
May
2020
Director and Managing Executive Officer, General
Re-appointed
Manager, Corporate Planning Division, The Maruetsu,
Inc. (to present)
May 2021
Director, the Company (to present)[Reasons to be nominated as candidate for Director]
Mr. Masaharu Homma is Director and Managing Executive Officer 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. Masaharu Homma and theCompany.
March 1979
Joined JUSCO Co., Ltd. (currently AEON CO., LTD.)May 1990
Director, JUSCO Co., Ltd.
February 1992
Managing Director, JUSCO Co., Ltd.
May 1995
Senior Managing Director, JUSCO Co., Ltd.
June 1997
President and Representative Director, JUSCO Co., Ltd.
May 2002
Director and Advisor, AEON Mall Co., Ltd. (to present)
May 2003
Director, President and Representative Executive Officer,
AEON CO., LTD.
May 2004
Director and Advisor, KASUMI CO., LTD.
November 2005 Outside Director and Advisor, TSURUHA HOLDINGS
Inc.
Motoya Okada
March
2012
Director, President and Representative Executive Officer,(June 17, 1951)
5
and Group CEO, AEON CO., LTD.
August2014
Outside Director, KUSURI NO AOKI HOLDINGS CO.,Re-appointed
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.

Number ofshares of theCompany held

March 1992
March 2010-8-

11,1500[Special interests]
Mr. Motoya Okada is Director, Chairman and Representative Executive
Officer of AEON CO., LTD. Transactions between the AEON Group and theCompany’s subsidiaries The Maruetsu, Inc., KASUMI CO., LTD. and
MAXVALU KANTO CO., LTD. include procurement of merchandise, store
leasing, contracted credit operations, purchase of facilities, and member store
contracts.

-9-

No.

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
April 1981
April 2010
April 2012
April 2013
April 2014

June 2014

April 2015

Akira Terakawa(February 8, 1958)
6[Outside Director]
Re-appointed

April 2016

June 2016

April 2018

April 2019

May 2019
April 2020

April 2021

June 2021

April 2022

Joined Marubeni Corporation
Executive Officer; General Manager, Corporate Planning& Strategy Dept., Marubeni Corporation
Executive Officer; Chief Operating Officer , Chemicals
Division, Marubeni Corporation
Managing Executive Officer; Chief Operating Officer,
Chemicals Division, Marubeni Corporation
Managing Executive Officer; Chief Operating Officer,
Corporate Planning & Strategy Dept.; Chairman ofInternal Control Committee; Vice Chairman of
Investment and Credit Committee, Marubeni
Corporation
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
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
Corporation
Managing Executive Officer; Member of the Board,
Chief Executive Officer, Chemical & Forest ProductsGroup, Marubeni Corporation
Managing Executive Officer; Chief Executive Officer,
Chemical & Forest Products Group, Marubeni
Corporation
Senior Managing Executive Officer; Chief Executive
Officer, Food Group; Regional CEO for East Asia; Vice
Chairman of Investment and Credit Committee,
Marubeni Corporation
Senior Managing Executive Officer; Chief Executive
Officer, Food, Agriculture & Chemicals Group; Vice
Chairman of Investment and Credit Committee,
Marubeni Corporation
Director, the Company (to present)
Senior Executive Vice President; Chief Executive
Officer, Food, Agriculture & Chemicals Group; Chief
Operating Officer, Food Div., Marubeni Corporation
Senior Executive Vice President; Chief Executive
Officer, Food, Agriculture & Chemicals Group; Vice
Chairman of Investment and Credit Committee,
Marubeni Corporation
Representative Director and Senior Executive Vice
President; Chief Executive Officer, Food, Agriculture &Chemicals Group; Vice Chairman of Investment andCredit Committee, Marubeni Corporation
Representative Director and Senior Executive Vice
President; Chief Executive Officer, Consumer ProductsGroup; Vice Chairman of Investment and Credit
Committee, Marubeni Corporation (to present)- 10 -

Number ofshares of theCompany held

0

No.

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions

Number ofshares of theCompany held

[Reasons to be nominated as candidate for Outside Director and his
expected roles]
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. Although
he is not an Independent Director, the Company considers that he cansupervise management in a highly effective way from an objective
perspective as an Outside Director.
[Special interests]
Mr. Akira Terakawa is Representative Director and Senior Executive Vice
President of Marubeni Corporation. Transactions between the U.S.M.H
Group and the Marubeni Group include procurement of merchandise. The
amount of transactions during this fiscal year was less than 3% of net salesof the U.S.M.H Group and negligible.
[Years of service as Outside Director]
Mr. Akira Terakawa will have served as Outside Director for three years at
the conclusion of this General Meeting of Shareholders.
April 1975
April 1990
April 1994

7

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.
Shigekazu Torikai June 2018
Outside Director, RISO KAGAKU CORPORATION (to(March 12, 1947)
present)[Reasons to be nominated as candidate for Outside Director and his expected[Outside Director] roles]
Mr. Shigekazu Torikai has abundant experience of corporate legal affairs as[Independent
an attorney-at-law and extensive knowledge of legal affairs and accounting.
Director]
The Company considers that he can fulfill his duties as Outside Director
appropriately and serve as Chairman of the Advisory Committee toRe-appointed
supervise management in a highly effective way from an independent andobjective standpoint by utilizing his experience and knowledge.
[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 seven years
and two months at the conclusion of this General Meeting of Shareholders.

- 11 -

0

No.

Name
(Date of birth)

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

8

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; Member of Editorial
Committee, General Incorporated Association Japan
Society of Food Science Education
January 2016
Member of Planning Committee, General Incorporated
Association Japan Society of Food Science Education (toNaoko Makino
present)(January 28, 1968) May 2016
Director, the Company (to present)
January 2022
Councilor, General Incorporated Association Japan[Outside Director]
Society of Food Science Education; Member of Award
Nomination Committee, General Incorporated Association[Independent
Japan Society of Food Science Education (to present)
Director][Reasons to be nominated as candidate for Outside Director and her
expected roles]
Re-appointed
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 alecturer for the lifelong education program of Kagawa Nutrition University
and as a lecturer of Kagawa Nutrition University. The Company considers
that she can leverage her abundant experience of food as a culinary expert
and extensive knowledge about nutrition and cookery for management of
the Company and serve as a member of the Advisory Committee tosupervise management in a highly effective way from an independent andobjective standpoint.
[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 six years at theconclusion of this General Meeting of Shareholders.

Number ofshares of theCompany held

- 12 -

0

No.

9

Name
(Date of birth)

Satoshi Shimada(June 2, 1972)
Newly appointed

Career summary, positions and assignment in the Company
and significant concurrent positions
April 1995
Joined JUSCO Co., Ltd. (currently AEON CO., LTD.)
September 2002 Agricultural Merchandise Division, JUSCO Co., Ltd.
March 2011
Strategic Division, AEON CO., LTD.
April 2015
Assistant to Group COO, AEON CO., LTD.
May 2019
President and Representative Director, AEON LIFE CO.,LTD.
February 2021 Director, MAXVALU KANTO CO., LTD.
March 2021
President and Representative Director, MAXVALUKANTO CO., LTD. (to present)[Reasons to be nominated as candidate for Director]
Mr. Satoshi Shimada 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]
There are no special interests between Mr. Satoshi Shimada and theCompany.

Number ofshares of theCompany held

0

(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, theCompany intends to continue the said agreements with them.
2. The Company has entered into a directors and officers liability insurance contract with an insurancecompany, which covers any loss or damage that may arise due to the insured assuming responsibilities
for the execution of their duties or receiving a claim pertaining to the pursuit of such responsibilities.
All candidates for Director will be covered as the insured under the said insurance contract. The
Company plans to renew the said contract with the same contents the next time it expires.
3. Of the candidates for Director, Messrs. Akira Terakawa, Shigekazu Torikai, and Ms. Naoko Makino are
candidates for Outside Director.
4. 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.
5. The number of shares of the Company held is the number of shares of the Company held as of February
28, 2022. It does not include the number of shares of the Company held through the Executives’
Shareholding Association.

- 13 -

<Reference>“Policy for Nomination of Candidates for Director”
In nominating candidates for Director, the Company sees whether the person is capable of contributing tofurther development of the entire group, based on the management philosophy of the Company. In addition,
the Company comprehensively takes into consideration whether the person is capable of precisely identifying
the issues of the divisions he or she is responsible for and solving the problems in cooperation with othermanagers and employees, has insights concerning compliance with laws and regulations and corporate ethics,
and has other necessary qualities. The table on page 18 of the Japanese original shows Directors’ skills andexpertise that are expected to enhance the effectiveness of the Board of Directors.
“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
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, in the case of an organization, an amount exceeding ¥10
million per year on average for the past three business years or 2% of consolidated sales of theorganization, whichever the larger.
(*7) “Important employee” means an employee whose position is department manager or higher.

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