Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 3222)
May 2, 2017
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 2ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation to you for your continued support and patronage.
You are cordially invited to attend the 2nd Annual General Meeting of Shareholders of United Super
Markets Holdings Inc. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet, etc.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights in accordance with the guidance on page 3.
1. Date and Time:

Friday, May 19, 2017 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(Please note that the venue of the meeting is different from that of the previous
meeting. Please refer to the map on the last page of this notice.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
2nd Fiscal Year (March 1, 2016 - February 28, 2017) 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 2nd Fiscal Year
(March 1, 2016 - February 28, 2017)
Proposals to be resolved:
Election of Nine (9) Directors
Proposal 1:
Determination of the Amount and Details of Remuneration for Granting
Proposal 2:
Stock-based Compensation Stock Options to Directors
Determination of the Amount and Details of Remuneration for Granting
Proposal 3:
Restricted Stock to Directors■“Basic Policy on the Company’s Corporate Governance,” “Systems to Ensure Proper Operations” and“Implementation Statuses of Systems to Ensure Proper Operations,” which are described in the Company’s
Systems and Policies in the Business Report, “Notes to Consolidated Financial Statements” in theConsolidated Financial Statements and “Notes to Non-consolidated Financial Statements” in the
Non-consolidated Financial Statements are posted on the Company’s website pursuant to laws andregulations and Article 16 of the Company’s Articles of Incorporation. Accordingly, they are not includedin the documents attached to this notice. The Business Report, Consolidated Financial Statements andNon-consolidated Financial Statements audited by Corporate Auditors and the Accounting Auditor include-1-the following documents in addition to the documents attached to this notice: “Basic Policy on the
Company’s Corporate Governance,” “Systems to Ensure Proper Operations” and “Implementation Statusesof Systems to Ensure Proper Operations,” which are described in the Company’s Systems and Policies in
the Business Report; “Notes to Consolidated Financial Statements” in the Consolidated Financial
Statements; and “Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial
Statements. These documents are posted on the Company’s website (at the URL below).
■ Should the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements,
and the Reference Documents for the General Meeting of Shareholders require revisions, the revised
versions will be posted on the Company’s website (http://www.usmh.co.jp/).

◎◎◎

If you plan to attend the meeting, please submit your Voting Rights Exercise Form at the front desk
when you arrive at the venue. In addition, please bring this notice with you for resource-saving
purposes.
The front desk will open at 9:00 a.m. As there will be congestion at the front desk right before the startof the meeting, your early arrival is recommended.
Souvenirs for attendees of the General Meeting will not be provided. We appreciate yourunderstanding.

-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.
The candidates for Directors are as follows:
Number of
Name
Career summary, positions and assignment in the Company
No.
sharesof the(Date of birth)and significant concurrent positions
Company held
March 1976
Joined The Maruetsu, Inc.
May 2005
Director, The Maruetsu, Inc.
May 2006
Executive Officer, The Maruetsu, Inc.
May 2007Managing Executive Officer, The Maruetsu, Inc.
March 2008
General Manager, Sales and Marketing Division, The
Maruetsu, Inc.
March 2010
General Manager, Education and Personnel Division,
The Maruetsu, Inc.
September 2010 Assistant Manager, Sales and Marketing Control (Incharge of merchandise planning), The Maruetsu, Inc.
May 2011
Senior Managing Executive Officer, The Maruetsu, Inc.
April 2013
President and Representative Director, The Maruetsu,
Makoto Ueda
Inc. (to present)(August 17, 1953)
20,2011
March 2015
President and Representative Director, the Company
March 2017
Chairman and Representative Director, the Company (toRe-appointed
present)[Reasons to be nominated as the candidate for Director]
Mr. Makoto Ueda has abundant experience and an excellent track record
as a corporate manager through his service as President andRepresentative Director of the Company’s subsidiary. The Company
nominated him as a candidate for Director based on the judgment that his
experience and insight make him a suitable person to serve as theCompany’s Director.
[Special interests]
There are no special interests between Mr. Makoto Ueda and theCompany.

-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

2

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. (to present)
Director, KASUMI CO., LTD. (to present)[Reasons to be nominated as candidate for Director]
Mr. Motohiro Fujita has abundant experience and an excellent trackrecord as a corporate manager through his service as President andRepresentative Director of the Company’s subsidiary. The Company
nominated him as a candidate for Director based on the judgment that his
experience and insight make him a suitable person to serve as theCompany’s Director.
[Special interests]
Mr. Motohiro Fujita concurrently serves as Executive Officer responsible
for the Supermarket Business of AEON CO., LTD. Transactions between
the Company’s subsidiary, KASUMI CO., LTD. and the AEON Group
include procurement of merchandise, store leasing, contracted credit
operations, and purchase of facilities. Transactions between the
Company’s subsidiary, The Maruetsu, Inc. and the AEON Group include
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

-4-

115,600

No.

3

Name
(Date of birth)

Daisuke Tezuka(September 19,
1975)
Re-appointed

4

Ryota Furuse(January 3, 1957)
Re-appointed

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

-5-

Number ofshares of theCompany held

400

16,880No.

Name(Date of birth)

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

5

Toshiki Ishii(November 26,
1956)
Newly appointed

Joined KASUMI CO., LTD.
Director and Executive Officer, KASUMI CO., LTD.
Manager, Food Square Managing Division, KASUMI
CO., LTD.
March 2012Manager, Sales Managing Division, KASUMI CO., LTD.
May 2012
Managing Director and Senior Executive Officer,
KASUMI CO., LTD.
March 2013
Manager, Stores Division, KASUMI CO., LTD.
March 2014
Manager, Merchandise Division, KASUMI CO., LTD.
May 2014
Director, AEON TOPVALU Co., Ltd. (to present)
May 2015
Director, The Maruetsu, Inc. (to present)
March 2017
President and Representative Director, KASUMI CO.,LTD. (to present)[Reasons to be nominated as candidate for Director]
Mr. Toshiki Ishii is the President and Representative Director of a
subsidiary of the Company and has abundant experience and an excellent
track record as a corporate manager. The Company nominated him as a
candidate for Director based on the judgment that his experience andinsight make him a suitable person to serve as the Company’s Director.
[Special interests]
There are no special interests between Mr. Toshiki Ishii and the Company.

Number ofshares of theCompany held

-6-

43,800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. (to present)
May 2004
Director and Advisor, KASUMI CO., LTD. (to present)
November 2005 Outside Director and Advisor, TSURUHA HOLDINGS
Inc. (to present)
March 2012
Group CEO, AEON CO., LTD. (to present)
August 2014
Outside Director, KUSURI NO AOKI HOLDINGS CO.,LTD. (to present)
November 2014 Director, WELCIA HOLDINGS CO., LTD. (to present)
March 2015
Director, the Company (to present)[Reasons to be nominated as candidate for Director]
Mr. Motoya Okada is Director, President and Representative Executive
Officer, and Group CEO of AEON CO., LTD. and has abundant
experience and an excellent track record as a corporate manager. The
Company nominated him as a candidate for Director based on the
judgment that his experience and insight make him a suitable person toserve as the Company’s Director.
[Special interests]
Mr. Motoya Okada is Director, President and Representative Executive
Officer and Group CEO of AEON CO., LTD. Transactions between the
Company’s subsidiary, KASUMI CO., LTD. and the AEON Group
include procurement of merchandise, store leasing, contracted credit
operations, and purchase of facilities. Transactions between the
Company’s subsidiary, The Maruetsu, Inc. and the AEON Group include
procurement of merchandise. Transactions between the Company’s
subsidiary, MAXVALU KANTO CO., LTD. and the AEON Group
include member store contracts, procurement of merchandise, and store
leasing.

Number ofshares of theCompany held

-7-

0

No.

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
April 1978
April 2005

7

8

Joined Marubeni Corporation
General Manager, Finance Department, Marubeni
Corporation
April 2007
Executive Officer, Marubeni Corporation
April 2009Managing Executive Officer, Marubeni Corporation
June 2010
Managing Executive Officer, Representative Director,
Marubeni Corporation
April 2012
Senior Managing Executive Officer, Representative
Director, Marubeni Corporation
April 2014
Senior Executive Vice President, Representative Director,
Marubeni Corporation (to present)CEO, Food & Consumer Products Group (to present)
Mitsuru Akiyoshi
Director of the Company (to present)(January 9, 1956) March 2015
[Reasons to be nominated as candidate for Outside Director][Outside Director] Mr. Mitsuru Akiyoshi has abundant experience as a corporate manager at
a trading company and deep insight cultivated through that experience andis well versed in corporate governance. Thus, in view of the importance of
Re-appointed
ensuring appropriate corporate governance with transparency, theCompany considers him suitable for the position.
[Special interests]
Mr. Mitsuru Akiyoshi is Senior Executive Vice President, Representative
Director of Marubeni Corporation. Transactions between the U.S.M.
Holdings Group and the Marubeni Group include procurement ofmerchandise. The amount of transactions during this fiscal year was lessthan 3% of net sales of the U.S.M. Holdings Group and negligible.
[Years of service as Outside Director]
Mr. Mitsuru Akiyoshi will have served as Outside Director for two years
and two months at the conclusion of this General Meeting of Shareholders.
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 of the Company (to present)
Shigekazu Torikai[Reasons
tobenominated
as candidate for Outside Director](March 12, 1947)
Mr. Shigekazu Torikai has abundant experience of corporate legal affairs[Outside Director] as an attorney-at-law and extensive knowledge of legal affairs andaccounting. Although he has not been involved in corporate management
other than of the Company, the Company considers that he will be capable[Independentof fulfilling his duties as Outside Director by utilizing his experience andDirector]
knowledge for the benefit of the Company.
[Special interests]
Re-appointed
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 two years
and two months at the conclusion of this General Meeting of Shareholders.

Number ofshares of theCompany held

-8-

0

0

No.

Name
(Date of birth)

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

9

Number ofshares of theCompany held

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 (to present)
January 2016
Member of Planning Committee, Japan Society of Food
Naoko Makino
Science Education (to present)(January 28, 1968)
May 2016
Director of the Company (to present)[Outside Director] [Reasons to be nominated as candidate for Outside Director]
Ms. Naoko Makino started her career as a managerial dietician and0currently is a member of the Japan Society for the Study of Obesity[Independentand serves as a lecturer for the lifelong education program of Kagawa
Director]
Nutrition University and as a lecturer of Kagawa Nutrition University.
She has abundant experience of food as a cook and extensive knowledge
Re-appointed
about nutrition and cookery. The Company considers that she will becapable of fulfilling her duties as Outside Director by utilizing her
experience and knowledge for the benefit of the Company.
[Special interests]
There are no special interests between Ms. Naoko Makino and theCompany.
[Years of service as Outside Director]
Ms. Naoko Makino will have served as Outside Director for one year at
the conclusion of this General Meeting of Shareholders.
(Notes)1. The Company has entered into an agreement with Mr. Mitsuru Akiyoshi, Mr. Shigekazu Torikai, and
Ms. Naoko Makino to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act
to the minimum amount stipulated in Article 425 of the said Act. Subject to approval of theirreelection, the Company intends to continue the said agreement with them.
2. Of the candidates for Director, Mr. Mitsuru Akiyoshi, Mr. Shigekazu Torikai, and Ms. Naoko Makino
are candidates for Outside Directors.
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 theCompany’s shares are listed and submitted a notification of the designation to the said Exchange. The
Company considers that they satisfy the criteria for independence of Independent Outside Director
specified by the Company.
4. The number of shares of the Company held is the number of shares of the Company held as ofFebruary 28, 2017. It does not include the number of shares of the Company held through the
Executives’ Shareholding Association.

-9-

[Reference]
Criteria for Independence of Independent Outside Directors/Corporate Auditors
United Super Market Holdings Inc. (hereinafter the “Company”) defines the requirements for independence ofOutside Directors/Corporate Auditors who will be Independent Director/Auditor (including candidates) of theCompany as stated below. These are conditions for election of Outside Directors/Corporate Auditors who will
be Independent Director/Auditor. Independent Directors/Auditors shall maintain the following requirements
for independence specified below following the assumption of the position, and if an Independent
Director/Auditor subsequently assumes a major position, the Company’s Board of Directors judges his/her
independence in view of the requirements of independence.
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-low, certified public accountant, consultant or other professional who receives alarge 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 -

10. There is no doubt about his/her independence in fulfilling his/her duties as Independent Director/Corporate
Auditor.
Definitions of terms are as follows:(*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 paidor 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 any ofthe 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 average forthe past three business years or 2% of consolidated sales of an organization, whichever the larger, in thecase of the said organization.
(*7) “Important employee” means an employee whose position is department manager or higher.

- 11 -

Proposal 2:

Determination of the Amount and Details of Remuneration for Granting Stock-based
Compensation Stock Options to Directors

The Company formulated the “Corporate Governance Guideline” on January 13, 2016 in response to the“Japan’s Corporate Governance Code” announced by the Tokyo Stock Exchange. Following the Guideline,
the Company established the “Personnel and Remuneration Advisory Committee” under the Board of
Directors, the main purposes of which are to consider an appropriate officers’ remuneration system of theCompany and to submit a report to the Board of Directors, and the Committee has considered the officers’
remuneration system from the following standpoints.
To clarify linkage between the corporate value and officers’ remunerations from the perspective ofshareholders
To link remunerations with business performances of the Company
To consider the performance-based remuneration centered on stock-based compensation, not onmonetary compensation
To endeavor to ensure fairness and transparency of the system
Based on the report from the Committee, the Company has reviewed the officers’ remuneration systemand proposes to grant subscription rights to shares as stock options to the Company’s Directors (excluding
Outside Directors and Part-time Directors; hereinafter referred to as the “Eligible Directors”).
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. This proposal is to provide the Eligible Directors with monetarycompensation for the purpose of granting stock-based compensation stock options (allotting subscription
rights to shares for which the exercise price per share is ¥1) on a continuous basis within the current limit of
remuneration.
Regarding granting of stock-based compensation stock options, while subscription rights to shares forwhich the amount to be paid in is the fair value reasonably calculated by using an option pricing model willbe allotted to Eligible Directors, the Company will provide monetary compensation equal to the paid-in
amount so that subscription rights to shares will be granted to the Directors by offsetting the monetarycompensation receivables with the paid-in amount payables instead of payment in cash.
If Proposal 1 “Election of Nine (9) Directors” is approved and resolved as originally proposed, thenumber of Eligible Directors for the stock-based compensation stock options proposed will be five (5).
The details and the amount of the subscription rights to shares to be granted to Eligible Directors as
stock-based stock options within a year from the date of the Annual General Meeting of Shareholders
pertaining to each fiscal year will be as described below.
(1) Class and number of shares to be issued upon exercise of subscription rights to shares
The number of shares to be issued upon exercise of each subscription right to shares (hereinafterreferred to as the “Number of Shares Granted”) shall be one hundred (100) shares of the Company’scommon stock.
However, in the event that the Company conducts a stock split (including gratis allotment of shares of
the Company’s common stock; the same applies to the references to stock split below) or a reverse stock
split for the Company’s common stock, the Number of Shares Granted shall be adjusted in accordancewith the formula below.
Number of Shares Granted after adjustment= Number of Shares Granted before adjustment x Ratio of stock split or reverse stock split
In addition, if any other events occur that require an adjustment of the Number of Shares Granted
after the allotment date, the Number of Shares Granted may be adjusted to a reasonable extent.
(2) Total number of subscription rights to shares
The maximum number of subscription rights to shares to be allotted to Eligible Directors within ayear from the date of the Annual General Meeting of Shareholders pertaining to each fiscal year shall be
400.
(3) Amount to be paid in per subscription right to shares
The amount to be paid in per subscription right to shares shall be determined by multiplying theoption price per share calculated using the Black-Scholes model upon allotment of subscription rights to- 12 -

shares by the number of shares to be issued upon exercise of a subscription right to shares.
(4) Amount of assets to be contributed upon exercise of subscription rights to shares
The amount of assets to be contributed upon exercise of the subscription rights to shares shall be thepaid-in amount per share to be issued upon exercise of a subscription right to shares (hereinafter referred
to as the “Exercise Price”) multiplied by the Number of Shares Granted. The Exercise Price shall be ¥1
per share.
In the event that the Company conducts a stock split or a reverse stock split, the paid-in amount per
share shall be adjusted in accordance with the formula below and fractions of less than one yen resulting
from such adjustment shall be rounded up.
Paid-in amount after adjustment= Paid-in amount before adjustment x 1 / Ratio of stock split or reverse stock split(5) Period during which subscription rights to shares may be exercised
The period during which the subscription rights to shares may be exercised shall not exceed 30 years
from the date of allotment of the subscription rights to shares and shall be determined by the Company’s
Board of Directors.
(6) Conditions for the exercise of subscription rights to shares
1) A holder of subscription rights to shares is not permitted to exercise subscription rights to shares
while he or she is in service as a Director or a Corporate Auditor of the Company or a consolidated
subsidiary. A holder of subscription rights to shares may exercise subscription rights to shares at asingle time only within 10 days from the date following the date on which such holder ceases to bein any position of Director or a Corporate Auditor of the Company or a consolidated subsidiary.
2) In addition to the provision in the preceding paragraph, exercise of the subscription rights to sharesshall be in accordance with the “agreement on allotment of subscription rights to shares” to beentered into between the Company and each holder of subscription rights to shares.
(7) Restrictions on the acquisition of subscription rights to shares by transfer
The acquisition of the subscription rights to shares by transfer shall require approval of theCompany’s Board of Directors.
(8) Other details concerning subscription rights to shares
Specific details of subscription rights to shares, the number of subscription rights to shares and thenumber of shares to be issued, and other details shall be determined by the resolution of the Company’s
Board of Directors.
(Reference)
Following the conclusion of this year’s Annual General Meeting of Shareholders, in addition to granting
to the Eligible Directors, the Company plans to grant subscription rights to shares that are similar to theabove-mentioned subscription rights to shares to full-time directors of The Maruetsu, Inc., KASUMI CO.,LTD. and MAXVALU KANTO CO., LTD., which are consolidated subsidiaries of the Company, in
accordance with the resolution of the Board of Directors.
The maximum number of subscription rights to shares to be allotted to full-time directors of consolidated
subsidiaries of the Company within a year from the date of the Annual General Meeting of Shareholders
pertaining to each fiscal year shall be 600 in total (250 to full-time directors of The Maruetsu, Inc., 300 to
full-time directors of KASUMI CO., LTD. and 50 to full-time directors of MAXVALU KANTO CO.,LTD.).

- 13 -

Proposal 3:

Determination of the Amount and Details of Remuneration for Granting Restricted Stockto Directors

Based on the report from the Personnel and Remuneration Advisory Committee, the Company has
reviewed the officers’ remuneration system and proposes to introduce a restricted stock compensation system
for the Company’s Directors (excluding Outside Directors and Part-time Directors; hereinafter referred to as
the “Eligible Directors”).
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 Annual General Meeting of Shareholders
held on May 19, 2016. This proposal is to provide the Eligible Directors with monetary compensation
receivables for the purpose of granting restricted stock following the introduction of the restricted stockcompensation system, separately from the current limit of remuneration.
The total amount of monetary compensation receivables to be provided for the purpose of granting
restricted stock (hereinafter referred to as “Monetary Compensation Receivables”) shall be a maximum of¥150 million per year as deemed reasonable in light of the above-mentioned purpose (not including any
employee salaries payable to Directors who are also employees).
However, regarding the total amount of Monetary Compensation Receivables, it is assumed that theamount corresponding to execution of duties for three fiscal years will be provided, in principle, at a single
time in the first year of the three fiscal years covered by a mid-term business plan, and thus, in practice, itwill be equivalent to provision of a maximum of ¥50 million per year.
Outside Directors and Part-time Directors shall not be eligible for Monetary Compensation Receivables
for the purpose of granting restricted stock.
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).
(1) Outline of the restricted stock compensation system
Under the restricted stock compensation system, the Company will provide the Eligible Directors
with Monetary Compensation Receivables for the purpose of granting restricted stock in the first year of
the three fiscal years covered by a medium-term management plan, and have the Eligible Directors makein-kind contribution using the Monetary Compensation Receivables as contributed assets and, in return,
receive shares of the Company’s common stock that will be issued or disposed of by the Company.
However, the Company will conclude a restricted stock allotment agreement including the contents
described in (4) below (hereinafter referred 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 theCompany are achieved within the transfer restriction period, the Company shall remove the restriction ontransfer of the Allotted Shares according to the degree of achievement of the performance targets. The
Company shall acquire free of charge the Allotted Shares for which the transfer restriction has not been
removed. In this way, the Company will provide an incentive for the Eligible Directors to achieve theperformance targets.
(2) The maximum amount of Monetary Compensation Receivables and the maximum number of shares
to be granted under the restricted stock compensation system
The maximum amount of Monetary Compensation Receivables to be provided to Eligible Directors
shall be ¥150 million per year, and the total number of shares of the Company to be granted to Eligible
Directors shall not exceed 200,000 shares per year. However, regarding Monetary Compensation
Receivables based on the restricted stock compensation system, it is assumed that the amountcorresponding to execution of duties for three fiscal years will be provided to Eligible Directors at asingle time in the first year of the three fiscal years covered by a medium-term management plan, andthus, in practice, the amount of Monetary Compensation Receivables and the number of shares to be
granted will be a maximum of ¥50 million and 66,667 shares per fiscal year, respectively.
(3) The amount to be paid in per share
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).
- 14 -

(4) Outline of contents of the Allotment Agreement
1) 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 theCompany’s Board of Directors (hereinafter referred to as the “Transfer Restriction Period”), whichshall be between one year and five years from the date of such allotment according to the Allotment
Agreement. (This restriction shall be hereinafter referred to as the “Transfer Restriction.”)2) Removal of the Transfer Restriction according to achievement of the performance targets
The Company shall remove the Transfer Restriction with respect to the Allotted Shares in wholeor part at the expiry of the Transfer Restriction Period, according to the degree of achievement of theperformance targets for the Company’s consolidated ordinary income and consolidated operating
revenue, etc., preliminarily set out by the Company’s Board of Directors, during the Transfer
Restriction Period. After that, Eligible Directors may freely transfer, etc. the Allotted Shares forwhich the Transfer Restriction has been removed. In addition, the Company shall naturally acquire
free of charge the Allotted Shares for which the Transfer Restriction has not been removed inaccordance with the provisions above at the expiry of the Transfer Restriction Period.
3) 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
shall naturally acquire free of charge the Allotted Shares, unless such retirement is due to expiry of
the term of office, 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 prior to the
expiry of the Transfer Restriction Period for reasons deemed justifiable by the Company’s Board of
Directors as specified above, the number of the Allotted Shares subject to removal of the Transfer
Restriction and the timing of such removal of the Transfer Restriction shall be reasonably adjusted by
the Company’s Board of Directors in light of the degree of achievement of the performance targets
specified in 2) above.
4) Treatment of the Allotted Shares in the event of organizational restructuring, etc.
If a matter concerning the organizational restructuring, etc. of the Company, such as a merger
agreement whereby the Company will be the non-surviving party to the merger, or a share exchange
agreement or share transfer plan whereby the Company will become a wholly owned subsidiary of
another party, is approved 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 theCompany’s General Meeting of 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 from the starting date of the Transfer Restriction Period to theapproval date of such organizational restructuring, etc. prior to the effective date of suchorganizational restructuring, etc. The number of such Allotted Shares subject to removal of theTransfer Restriction shall be reasonably adjusted the Company’s Board of Directors in light of thedegree of achievement of the performance targets specified in 2) 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 theTransfer Restriction has not been removed from Eligible Directors.
5) Other matters to be determined by the Board of Directors
Besides the above-mentioned matters, the Allotment Agreement shall prescribe matters to be
determined by the Company’s Board of Directors, including the methods of indicating intention andsending notification under the Allotment Agreement and procedures for revising the Allotment
Agreement.
(Reference)
Following the conclusion of this year’s Annual General Meeting of Shareholders, in addition to provision
to the Eligible Directors, the Company plans to grant restricted stock similar to that to the Eligible Directors
to full-time directors of The Maruetsu, Inc. and KASUMI CO., LTD., which are wholly owned subsidiariesof the Company, in accordance with the resolution of the Board of Directors and issue or dispose of shares of
the Company’s common stock.
The maximum number of shares of the Company’s common stock to be granted to full-time directors of
The Maruetsu, Inc. and KASUMI CO., LTD., which are wholly owned subsidiaries of the Company, shall be
225,000 shares per year (100,000 shares to full-time directors of The Maruetsu, Inc. and 125,000 shares tofull-time directors of KASUMI CO., LTD.).

- 15 -