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 1, 2023
(Date of commencement of measures for electronic provision: April 26, 2023)
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 8TH 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 8th Annual General Meeting of Shareholders of United Super Markets Holdings
Inc. (the “Company”) will be held for the purposes as described below.
The Company has taken measures for electronic provision in convening this General Meeting of Shareholders
and posted matters subject to measures for electronic provision as the “NOTICE OF THE 8TH ANNUAL
GENERAL MEETING OF SHAREHOLDERS” on the following websites on the Internet.
A paper copy of this NOTICE, which shall be sent to shareholders who have requested it pursuant to theprovisions of laws and regulations and the Articles of Incorporation, has been sent to all of our shareholders.
If you are unable to attend the meeting in person, you can exercise your voting rights by mail or via theInternet, etc. Please review the Reference Documents for the General Meeting of Shareholders contained in thematters subject to measures for electronic provision and exercise your voting rights in accordance with theguidance on pages 4 to 5 of the Japanese original.
1. Date and Time:

Friday, May 19, 2023 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
8th Fiscal Year (March 1, 2022 - February 28, 2023) 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 8th Fiscal Year
(March 1, 2022 - February 28, 2023)
Proposals to be resolved:
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Election of Four (4) Corporate Auditors-1-

■The paper copy sent to shareholders also serves as a paper copy of the documents containing the matterssubject to measures for electronic provision to be sent to shareholders who have requested it. Please notethat the following matters are not contained in the paper copy, pursuant to the provisions of laws andregulations and Article 16, Paragraph 2 of the Articles of Incorporation of the Company. Accordingly, thepaper copy is part of the documents that were audited by the Corporate Auditors and the Accounting Auditor
when preparing their audit reports.
⚫ “Part of Matters Concerning the Current Situations of the Group,” “Matters Concerning Shares of theCompany,” “Part of Matters Concerning Company Officers,” “Matters Concerning the Accounting
Auditor,” and “Systems and Policies of the Company” in the Business Report⚫ Consolidated Financial Statements⚫ Non-Consolidated Financial Statements⚫ Accounting Audit Report on the Consolidated Financial Statements⚫ Accounting Audit Report on the Non-Consolidated Financial Statements⚫ Audit Report of the Audit & Supervisory Board■Any revisions to the matters subject to measures for electronic provision will be posted on each of thewebsites on which these matters are posted.
[The Company’s website]
https://www.usmh.co.jp/ir/shareholders (Japanese only)
Please access the above website and review the “NOTICE OF THE 8TH ANNUAL GENERAL MEETINGOF SHAREHOLDERS” in the “Notice of Annual General Meetings of Shareholders and Related Materials”
section.
[Tokyo Stock Exchange (TSE) website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website of the TSE above, perform a search by inputting the name or securities code of theCompany, and select “Basic information” and then “Documents for public inspection/PR information.”[Net-de-Shoshu] (to be posted on May 1, 2023. Japanese only)
https://s.srdb.jp/3222/◎ Video shooting and video/audio recording/keeping of the venue on the day of the meeting, as well as
posting them on social media, are strictly prohibited.
◎ The meeting will be live-streamed and questions from investors are accepted in advance. Shareholders
who desire to watch the livestream or send a question are asked to review pages 6 to 7 of the Japaneseoriginal 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:

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 the 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

Shinichiro Yamamoto

Re-appointed

Vice President andRepresentative Director

100.0%(12/12)

3

Satoshi Shimada

Re-appointed

Executive Vice-President

100.0%(10/10)4

Masaharu Homma

Re-appointed

Director

100.0%(12/12)5

Motoya Okada

Re-appointed

Director and Advisor

91.7%(11/12)

6

Shigekazu Torikai

Director

100.0%(12/12)

7

Naoko Makino

Director

91.7%(11/12)8

Hiroshi Saito

Newly appointed

9

Tomonobu Miki

Newly appointed
Outside Director

Re-appointed
Outside Director
Independent Director
Re-appointed
Outside Director
Independent Director(Note) Candidate No. 3 Mr. Satoshi Shimada’s attendance at the Board of Directors meetings is for the
meetings held after he was elected Director at the 7th Annual General Meeting of Shareholders thattook place on May 20, 2022. The number of the Board of Directors meetings held is, therefore, smaller
than those of the other candidates.

-3-

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, AEON CO., LTD.
(to present)[Reasons to be nominated as candidate for Director]
Mr. Motohiro Fujita is the President and Representative Director of theCompany and has abundant experience and an excellent track record as acorporate manager in the formulation of medium- and long-term strategies,
implementation of structural reforms, etc. 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 of AEON CO., LTD. Transactions between the AEON Group andthe 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

-4-

143,200

No.

Name(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
March 2013
May 2014

2

3

Joined KASUMI CO., LTD. as Advisor
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)
General Manager, Digital Division, the Company
Shinichiro
May 2020
Director; General Manager, Digital Division, theYamamoto
Company(July 24, 1959)
March 2022
Vice President and Representative Director; General
Manager, Digital Division, the Company (to present)
Re-appointed[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 in the opening of stores in new business categories, development
of digital services, etc. through his service as Vice President andRepresentative 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 serveas the Company’s Director.
[Special interests]
There are no special interests between Mr. Shinichiro Yamamoto and theCompany.
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, MAXVALUSatoshi Shimada
KANTO CO., LTD. (to present)(June 5, 1972)
May 2022
Executive Vice-President, the Company (to present)[Reasons to be nominated as candidate for Director]
Re-appointed
Mr. Satoshi Shimada 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. Satoshi Shimada and theCompany.

Number ofshares of theCompany held

-5-

26,600

100

No.

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
March 1992
March 2010

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.
May 2019
Managing Executive Officer; General Manager, Corporate
Masaharu Homma
Planning Division, The Maruetsu, Inc.
(October 11, 1969) May 2020
Director and Managing Executive Officer, General
4Manager, Corporate Planning Division, The Maruetsu,
Re-appointedInc.
May 2021
Director, the Company (to present)
March 2023
President and Representative Director, The Maruetsu, Inc.
(to present)[Reasons to be nominated as candidate for Director]
Mr. Masaharu Homma is the President and Representative Director of a
subsidiary of the Company and has experience and an excellent track record
as a corporate manager in finance, accounting, investment strategies, etc. 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. 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 HOLDINGSInc.
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)
Motoya Okada
November 2014 Director, WELCIA HOLDINGS CO., LTD. (to present)
(June
17,
1951)
5
March 2015
Director and Advisor, the Company (to present)
March 2020
Director, Chairman and Representative Executive Officer,
Re-appointed
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 who leads the AEON Group. 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]
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.

-6-

Number ofshares of theCompany held

11,350

0

No.

6

7

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
April 1975
Joined a tax accountant office
April 1990
Registered as Attorney
April 1994
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.

Outside Director, RISO KAGAKU CORPORATION (toShigekazu Torikai June 2018present)(March 12, 1947)[Reasons to be nominated as candidate for Outside Director and his[Outside Director] expected 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.
The Company considers that he can fulfill his duties as Outside Director
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 eight 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; 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 seven years at
the conclusion of this General Meeting of Shareholders.

-7-

Number ofshares of theCompany held

0

0

No.

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
April 1985
October 2008

8

Hiroshi Saito(May 18, 1962)
Newly appointed

Joined The Maruetsu, Inc.
General Manager, Western Tokyo Area Department,
Tokyo Sales Division, The Maruetsu, Inc.
March 2009
General Manager, Sales Supervisory Trainers Department,
The Maruetsu, Inc.
March 2010
General Manager, Training Department, LCO Promotion
Division, The Maruetsu, Inc.
September 2010 General Manager, Sales Supervision Training Department,
The Maruetsu, Inc.
March 2011
General Manager, Sales Supervision South Tokyo Area
Department, The Maruetsu, Inc.
September 2011 General Manager, Sales Supervision Small Shop Business
Department, The Maruetsu, Inc.
September 2012 General Manager, Department Responsible for Sales
Supervision of Eastern Kanagawa Area, The Maruetsu,
Inc.
April 2013
General Manager, Department Supervising Small Shops
and Urban Shops, Store Operation Division (Treated as
Deputy Division Manager), The Maruetsu, Inc.
March 2015
General Manager, Department Supervising Standard
Shops, Store Operation Division (Treated as Deputy
Division Manager), The Maruetsu, Inc.
March 2016
General Manager, Department Supervising Large Shops,
Store Operation Division (Treated as Deputy Division
Manager), The Maruetsu, Inc.
May 2016
Executive Officer; General Manager, Department
Supervising Large Shops, Store Operation Division(Treated as Deputy Division Manager), The Maruetsu,
Inc.
March 2017
Executive Officer; General Manager, Division forManagement and Supervision of Sales Reform, The
Maruetsu, Inc.
March 2019
Executive Officer; General Manager, Store Operation
Division, The Maruetsu, Inc.
May 2019
Director; Executive Officer; General Manager, StoreOperation Division, The Maruetsu, Inc.
March 2022
Director; Executive Officer; General Manager, Education
and Personnel Affairs Division, The Maruetsu, Inc.
May 2022
Director; Managing Executive Officer; General Manager,
Education and Personnel Affairs Division, The Maruetsu,
Inc.
March 2023
Director; Managing Executive Officer; General Manager,
Education and Personnel Affairs Division; in charge ofBusiness Design and in charge of Corporate Planning, The
Maruetsu, Inc. (to present)[Reasons to be nominated as candidate for Director]
Mr. Hiroshi Saito is a Director of a subsidiary of the Company and hasabundant experience and an excellent track record as a corporate manager
in personnel affairs, education, risk management, etc. 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. Hiroshi Saito and the Company.

Number ofshares of theCompany held

-8-

7,800

No.

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
April 1988
April 2013

Tomonobu Miki
(September 14,
1964)
9[Outside Director]
Newly appointed

Joined Marubeni Corporation
General Manager, Marine Product Department, Marubeni
Corporation
April 2016
General Manager, Food Distribution Department,
Marubeni Corporation
August 2017
Chairman & CEO, Eastern Fish Company LLC(seconded)
April 2020
Deputy Chief Operating Officer, Food Division, Marubeni
Corporation
April 2021
Chief Operating Officer, Food Division - I, Marubeni
Corporation
April 2022
Executive Officer; Chief Operating Officer,
Food Division - I, Marubeni Corporation (to present)[Reasons to be nominated as candidate for Outside Director and his
expected roles]
Mr. Tomonobu Miki has abundant experience at a trading company anddeep insight cultivated through his experience as a corporate manager of an
overseas company, and is well versed in distribution of food products andfoodstuff. 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 hecan supervise management in a highly effective way from an objective
perspective as an Outside Director.
[Special interests]
Mr. Tomonobu Miki is an Executive Officer 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 sales of the U.S.M.H Group and negligible.

Number ofshares of theCompany held

0

(Notes)1. The Company has entered into agreements with Mr. Shigekazu Torikai and Ms. Naoko Makino to limit
their liability pursuant to Article 423, Paragraph 1 of the Companies Act to the minimum amountstipulated in Article 425 of the said Act. Subject to approval of their reelection, the Company intends
to continue the said agreements with them. In addition, subject to approval of election of Mr. Tomonobu
Miki, the Company intends to enter into a similar agreement with him.
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, Mr. Shigekazu Torikai, Ms. Naoko Makino, and Mr. Tomonobu Mikiare candidates for Outside Director.
4. Mr. Shigekazu Torikai and Ms. Naoko Makino satisfy the requirements for Independent Director
prescribed by the Tokyo Stock Exchange and the Company designated Mr. Shigekazu Torikai and Ms.
Naoko Makino as Independent Directors prescribed by the 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
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, 2023. It does not include the number of shares of the Company held through the Executives’
Shareholding Association.

-9-

Proposal 2:

Election of Four (4) Corporate Auditors

The terms of office of Corporate Auditors Mr. Tadayoshi Yoyogi, Mr. Masami Sakamoto, Mr. Koichi Ihara,
and Mr. Hirofumi Ishimoto 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 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 auditing execution ofduties of Directors audits from a neutral and objective perspective.
No.

Name
(Date of birth)

Career summary, positions in the Company
and significant concurrent positions
March 1981
September 2002
March 2005

1

Joined KASUMI CO., LTD.
Manager, Sales Department No.10, KASUMI CO., LTD.
Manager, Food Market Sales Division No.3,
KASUMICO., 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
operation, KASUMI CO., LTD.
Tadayoshi Yoyogi
Full-time Corporate Auditor, KASUMI CO., LTD.
(January 27, 1959) May 2014
May 2019
Corporate Auditor, KASUMI CO., LTD. (to present)
Re-appointed
Full-time Corporate Auditor, the Company (to present)[Reasons to be nominated as candidate for Corporate Auditor]
Mr. Tadayoshi Yoyogi has abundant experience and deep insight incompliance, risk management, etc. through his 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.

Number ofshares of theCompany held

- 10 -

9,700

Number ofCareer summary, positions in the Company
sharesof theand significant concurrent positions
Company held
August 1986
Joined JUSCO Co., Ltd. (currently AEON CO., LTD.)
February 2002
Manager, Corporate Branding Division, AEON CO., LTD.
March 2005
Strategic Division, AEON CO., LTD.
May 2011
Director; General Manager, Marketing Division; General
Manager, New Business Development Division, AEON
Eaheart Co., Ltd.
March 2015
Manager, Corporate Planning Division, AEON Retail Co.,Ltd.
September 2016 Manager, Affiliated Companies Division, AEON RetailCo., Ltd.
Hirofumi Ishimoto
Full-time Corporate Auditor, AEON BIG CO., LTD. (to(January 8, 1962) May 2020
present)
Corporate Auditor, the Company (to present)
2 [Outside Corporate May 2021
0
[Reasons to be nominated as candidate for Outside Corporate Auditor]
Auditor]Mr. Hirofumi Ishimoto has knowledge about business administration andsubsidiary governance, abundant experience as an auditor, and deep insightRe-appointed
cultivated through that experience. The Company considers him suitable forthe position, which role is to audit the Company’s management from a neutral
and objective perspective.
[Special interests]
There are no special interests between Mr. Hirofumi Ishimoto and theCompany.
[Years of service as Outside Corporate Auditor]
Mr. Hirofumi Ishimoto will have served as Outside Corporate Auditor for two
years at the conclusion of this General Meeting of Shareholders.

No.

Name
(Date of birth)- 11 -

No.

Name(Date of birth)

Career summary, positions in the Company
and significant concurrent positions
April 1984
March 2008

3

Joined The Maruetsu, Inc.
General Manager, Eastern Kanagawa Area Department,
Kanagawa Sales Division, The Maruetsu, Inc.
March 2009
General Manager, Urban Stores Supporting Department,
Urban Sales Division, The Maruetsu, Inc.
March 2010
General Manager, Department Supervising Western
Kanagawa Area, Sales Supervision Division, The
Maruetsu, Inc.
March 2011
General Manager, Sales Supervision Training Department,
The Maruetsu, Inc.
April 2013
General Manager, Human Resources Development and
Education Department, Education and Personnel Affairs
Division, The Maruetsu, Inc.
March 2014
Store Profit Improvement Project Leader, Corporate
Planning Division (Treated as Department Manager), The
Maruetsu, Inc.
September 2014 General Manager, MOP Promotion Department, Sales
Takeshi NemotoSupporting Division, The Maruetsu, Inc.
(February 10,
March
2015
General Manager, Training Department, Sales Supporting
1961)
Division, The Maruetsu, Inc.
February
2016
General Manager, Training Department, Sales Supporting
Newly appointed
Division; Project for Promoting Creation of New Stores,
The Maruetsu, Inc.
March 2017
General Manager, Training Department, Division forManagement and Supervision of Sales Reform; Project for
Promoting Creation of New Stores, The Maruetsu, Inc.
March 2019
General Manager of Training Department, Low-Cost
Operation Promotion Division, The Maruetsu, Inc.
March 2020
General Manager Assisting President, The Maruetsu, Inc.
May 2020
Full-time Corporate Auditor, The Maruetsu, Inc. (topresent)[Reasons to be nominated as candidate for Corporate Auditor]
Mr. Takeshi Nemoto has abundant experience and deep insight in humanresource development, compliance, etc. through his service as Corporate
Auditor at The Maruetsu, Inc. The Company considers that his experience andinsight make him suitable for the position.
[Special interests]
There are no special interests between Mr. Takeshi Nemoto and the Company.

Number ofshares of theCompany held

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2,700

No.

Name
(Date of birth)

Career summary, positions in the Company
and significant concurrent positions
April 1992
April 2013

Number ofshares of theCompany held

Joined Marubeni Corporation
Vice President, Marubeni Thailand Co., Ltd., and General
Manager, Food Department, Marubeni Corporation
April 2018
General Manager, Food Products Materials Department,
Marubeni Corporation
April 2022
General Manager, Food Strategy Planning Office I and
General Manager, Food Strategy Planning Office II,
ChiharuMarubeni Corporation
Takeshima
April
2023
Deputy Chief Operating Officer, Food Division - I;
(June 5, 1969)
General Manager, Food Strategy Planning Office I; and4 [Outside Corporate
0
General Manager, Food Strategy Planning Office II,
Marubeni
Corporation(topresent)
Auditor][Reasons to be nominated as candidate for Outside Corporate Auditor]
Newly appointed Mr. Chiharu Takeshima has abundant experience at a general trading
company and deep insight cultivated through experience in businessadministration. 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. Chiharu Takeshima and theCompany.
(Notes)1. The candidates for Corporate Auditor Mr. Hirofumi Ishimoto and Mr. Chiharu Takeshima are
candidates for Outside Corporate Auditor.
2. Mr. Hirofumi Ishimoto currently serves as Full-time Corporate Auditor of AEON BIG CO., LTD., asubsidiary of AEON CO., LTD., which is the Company’s parent company.
3. The Company has entered into an agreement with Mr. Hirofumi Ishimoto 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. In addition, subject to approval of election of Mr. Chiharu Takeshima, the Company intends
to enter into a similar new agreement with him.
4. 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.
Corporate Auditor candidates Mr. Tadayoshi Yoyogi, Mr. Hirofumi Ishimoto, Mr. Takeshi Nemoto, andMr. Chiharu Takeshima 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.
5. The number of shares of the Company held is the number of shares of the Company held as of February
28, 2023. It does not include the number of shares of the Company held through the Executives’
Shareholding Association.

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<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 20 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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