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, 2016
To Shareholders with Voting Rights:
Makoto Ueda
President and Representative Director
United Super Markets Holdings Inc.
1 Kanda Aioi-cho, Chiyoda-ku, TokyoNOTICE OF
THE 1ST 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 1st 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. Please review theattached Reference Documents for the General Meeting of Shareholders, indicate your vote for or against the
proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 6:00 p.m. on
Wednesday, May 18, 2016, Japan time.
1. Date and Time:Thursday, May 19, 2016 at 10:00 a.m. Japan time

2. Place:

Banquet Room “Orion” (5th floor of Plaza)
Hotel Chinzanso Tokyo
2-10-8, Sekiguchi, Bunkyo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
1st Fiscal Year (March 2, 2015 - February 29, 2016) 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 1st Fiscal Year
(March 2, 2015 - February 29, 2016)
Proposals to be resolved:
Election of Nine (9) Directors
Proposal 1:
Election of Two (2) Corporate Auditors
Proposal 2:
Determination of the Amounts of Remuneration for Directors and Corporate
Proposal 3:
Auditors■ The fiscal year of major consolidated subsidiaries is from March 1, 2015 to February 29, 2016.
■ “Systems to Ensure Proper Operations,” “Implementation Statuses of Systems to Ensure Proper
Operations,” “Notes to Consolidated Financial Statements” and “Notes to Non-consolidated Financial
Statements” are posted on the Company’s website pursuant to laws and regulations and Article 16 of theCompany’s Articles of Incorporation. Accordingly, they are not included in the documents attached to thisnotice. Consolidated financial statements and non-consolidated financial statements audited by Corporate
Auditors and the Accounting Auditor include “Systems to Ensure Proper Operations,” “Implementation
Statuses of Systems to Ensure Proper Operations,” “Notes to Consolidated Financial Statements” and“Notes to Non-consolidated Financial Statements” posted on the Company’s website (at the URL below) in
addition to the documents attached to this notice.

-1-

■ 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/).

-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 eight (8) Directors will expire at the conclusion of this year’s General Meetingof Shareholders. To strengthen the independence of the Board of Directors and enhance the effectiveness ofoversight of management and Directors, it is proposed to increase the number of Outside Directors by one
and accordingly the election of nine (9) 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
April 1965
Joined Shufu no mise Daiei, Inc. (currently The Daiei,
Inc.)
May 1997
Managing Director, Shufu no mise Daiei, Inc.
September 2000 Adviser of KASUMI CO., LTD.
May 2001
Vice President and Representative Director, KASUMI
CO., LTD.
March 2002
President and Representative Director, KASUMI CO.,LTD.
March 2010
Chairman and Representative Director, KASUMI CO.,LTD. (to present)
Chairman and Director, Wonder Corporation (to present)
Hiromasa Kohama October 2011
March
2015
Chairman and Representative Director, the Company (to(March 12, 1941)
176,699
1
present)
May
2015
Director,
MAXVALU
KANTO
CO.,
LTD.
(to
present)
Re-appointed
November 2015 Outside Director, RIGHT ON Co., Ltd. (to present)[Reasons to be nominated as candidate for Director]
Mr. Hiromasa Kohama has abundant experience and an excellent trackrecord as a corporate manager through his service as President andRepresentative Director and Chairman and Representative Director of theCompany’s subsidiary. 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. Hiromasa Kohama and theCompany.

-3-

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

March 1976
April 1995

2

Makoto Ueda
(August 17, 1953)
Re-appointed

3

Daisuke Tezuka(September 19,
1975)
Newly-appointed

Joined The Maruetsu, Inc.
Manager, the 16th Stores Department, Stores Division,
The Maruetsu, Inc.
April 1996
Manager, Corporate Planning & Strategy Department,
Business Administration Division, The Maruetsu, Inc.
March 1999
Manager, Personnel Department, General Affairs andPersonnel Division, The Maruetsu, Inc.
March 2005
General Manager, Education and Personnel Division,
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,
Inc. (to present)
March 2015
President and Representative Director, the Company (topresent)[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.
September 2002 Joined AEON CREDIT SERVICE Co., Ltd.
June 2006
Seconded to AEON Financial Project Co., Ltd.
November 2007 Joined AEON Bank, Ltd.
General Manager, Planning Division
July 2011
Seconded to Strategic Division, AEON CO., LTD.
March 2014
General Manager, Strategic Division, AEON CO., LTD.
April 2016
Adviser, the Company (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.

-4-

19,001

0

No.

4

Name
(Date of birth)

Motohiro Fujita(July 11, 1955)
Re-appointed

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

Number ofshares of theCompany held

March 1978
Joined KASUMI CO., LTD.
September 1998 Manager, Personnel Department, KASUMI CO., LTD.
May 2000
Director, KASUMI CO., LTD.
May 2004
Managing Director, KASUMI CO., LTD.
March 2005
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. (to present)
March 2015
Executive Vice-President, the Company (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]
There are no special interests between Mr. Motohiro Fujita and theCompany.

106,100

-5-

No.

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
March 1980
March 1999

5

Ryota Furuse(January 3, 1957)
Re-appointed

Joined The Maruetsu, Inc.
Manager, General Planning Department, Business
Administration Division, The Maruetsu, Inc.
March 2001
Manager, Business Planning Department, Corporate
Planning and Strategy Office, The Maruetsu, Inc.
September 2003 Manager, Research Department, Business Strategy Office,
The Maruetsu, Inc.
March 2006
General Manager, Corporate Planning Division, The
Maruetsu, Inc.
May 2006
Director (to present) 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. (topresent)
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. (to present)[Reasons to be nominated as candidate for Director]
Mr. Ryota Furuse is a Director of a subsidiary of the Company and hasabundant experience and an excellent track record as a manager
responsible for corporate planning. 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.

Number ofshares of theCompany held

-6-

15,680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 Director and Advisor, TSURUHA HOLDINGS Inc. (topresent)
March 2012
Group CEO, AEON CO., LTD. (to present)
August 2014
Outside Director, KUSURI NO AOKI CO., LTD. (topresent)
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
Maruetsu and the AEON Group include procurement of merchandise.
Transactions between the Company’s subsidiary MAXVALU KANTO
CO., LTD. and the AEON Group include borrowing of funds, 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)
Mitsuru Akiyoshi
CEO, Food & Consumer Products Group (to present)(January 9, 1956) March 2015
Director of the Company (to present)[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 andRe-appointed
is well versed in corporate governance. Thus, in view of the importance ofensuring 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 Company’s
subsidiary Maruetsu and the Marubeni Group include procurement ofmerchandise.
[Years of service as Outside Director]
Mr. Mitsuru Akiyoshi will have served as Outside Director for one year
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 to be nominated as candidate for Outside Director](March 12, 1947)
Mr. Shigekazu Torikai has abundant experience of corporate legal affairs
as an attorney-at-law and extensive knowledge of legal affairs and[Outside Director]
accounting. Although he has not been involved in corporate management,
the Company considers that he will be capable of fulfilling his duties as[Independent
Outside Director by utilizing his experience and knowledge for the benefit
Director]of the Company for the reasons stated above.
[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 one year
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

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
Naoko Makino
Society of Food Science Education (to present)(January 28, 1968)
January 2016
Member of Planning Committee, Japan Society of Food
Science Education (to present)[Outside Director][Reasons to be nominated as candidate for Outside Director][Independent
Ms. Naoko Makino started her career as a managerial dietician and
Director]
currently is a member of the Japan Society for the Study of Obesityand serves as a lecturer for the lifelong education program of Kagawa
Newly-appointed Nutrition University and as a lecturer of Kagawa Nutrition University.
She has abundant experience of food as a cook and extensive knowledge
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.

Number ofshares of theCompany held

0

(Notes)1. The Company has entered into an agreement with Mr. Mitsuru Akiyoshi and Mr. Shigekazu Torikai tolimit 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 agreement with them. Subject to approval of election of Ms. Naoko Makino, theCompany intends to enter into such an agreement with her to limit her liability.
2. Of the candidates for Director, Mr. Mitsuru Akiyoshi, Mr. Shigekazu Torikai, and Ms. Naoko Makino
are candidates for Outside Directors.
3. The Company designated Mr. Shigekazu Torikai as an Independent Director prescribed by Tokyo
Stock Exchange on which the Company’s shares are listed and submitted a notification of thedesignation to the said Exchange. Ms. Naoko Makino satisfies the requirements for Independent
Director prescribed by Tokyo Stock Exchange and the Company intends to designate her as an
Independent Director and submit a notification of the designation to the said Exchange. The
Company considers that she satisfies 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 29, 2016. It does not include the number of shares of the Company held through the
Executives’ Shareholding Association.

-9-

Proposal 2:

Election of Two (2) Corporate Auditors

Corporate Auditor Mr. Shinya Wako will resign at the conclusion of this General Meeting of Shareholders.
To strengthen the independence of the Audit & Supervisory Board, it is proposed to increase the number ofCorporate Auditors by one and accordingly the election of 2 Corporate Auditors (both of whom are Outside
Corporate Auditors) is proposed.
As Mr. Masahiro Miyatake will be elected as a substitute for Mr. Shinya Wako, Mr. Miyatake’s term ofoffice will be until expiration of the term of office of resigning Corporate Auditor Mr. Shinya Wakai inaccordance with the Articles of Incorporation of the Company.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidates for Corporate Auditors are as follows:
Number of
Name
Career summary, positions in the Company
No.
sharesof the(Date of birth)and significant concurrent positions
Company held
August 1979
Joined Nichii Co., Ltd. (currently AEON Retail Co., Ltd.)
September 2008 Manager, Shikoku Sales Department, MYCALCORPORATION (currently AEON Retail Co., Ltd.)March 2010
Manager, East Kanto Sales Department, MYCALCORPORATION
July 2010
Assistant to Chief Executive Officer of GMS Business,
AEON CO., LTD.
Masahiro Miyatake
May 2011
President, Representative Director, ZWEI CO., LTD.
(September 4, 1952)
May 2014
Full-time Corporate Auditor, ORIGIN TOSHU Co., Ltd.
1
(to present)[Outside Corporate
0
Corporate Auditor, MAXVALU NAGANO CO., LTD.
Auditor](to present)[Reasons
tobenominated
as candidate for Outside Corporate Auditor]
Newly-appointed
Mr. Masahiro Miyatake has abundant experience as a corporate manager
and deep insight cultivated through that experience. Thus, the Company
considers that he will be capable of fulfilling his duties as Outside
Corporate Auditor.
[Special interests]
There are no special interests between Mr. Masahiro Miyatake and theCompany.

- 10 -

No.

Name(Date of birth)

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

2

Number ofshares of theCompany held

Co-ordination Division, Management and Co-ordination
Department, Tokyo Regional Taxation Bureau
July 2005
Special Officer (Planning and Co-ordination), First
Taxation Department, Tokyo Regional Taxation Bureau
July 2006
District Director, Kawashima Tax Office, Takamatsu
Regional Taxation Bureau (Tokushima Prefecture)
July 2007
Chief Examiner, Third Large Enterprise Examination
Department, Tokyo Regional Taxation Bureau
July 2008
Director, Planning Division, Management andCo-ordination Department, Tokyo Regional Taxation
BureauDirector, First Personnel Division, Management andShinobu Okamoto July 2009
Co-ordination Department, Tokyo Regional Taxation(June 18, 1954)
BureauChief Internal Inspector, Commissioner's Secretariat,[Outside Corporate July 2012
National Tax Agency
Auditor]0June 2013
Assistant Regional Commissioner (Management andCo-ordination), Nagoya Regional Taxation Bureau[Independent
July 2014
Regional Commissioner, Kumamoto Regional Taxation
Auditor]BureauRepresentative, Shinobu Okamoto Tax Accountant Office
Newly-appointed October 2015
(to present)[Reasons to be nominated as candidate for Outside Corporate Auditor]
Mr. Shinobu Okamoto has abundant experience in business accounting asa certified tax accountant and extensive knowledge about legal affairs andaccounting. Although he has not been involved in corporate management,
the Company considers that he will be capable of fulfilling his duties as
Outside Corporate Auditor by utilizing his experience and knowledge inmanagement of the Company for the reasons stated above.
[Special interests]
There are no special interests between Mr. Shinobu Okamoto and theCompany.
(Notes)
1. Mr. Masahiro Miyatake and Mr. Shinobu Okamoto are new candidates for Outside Corporate
Auditors.
2. Remarks about candidates for Outside Corporate Auditors(1) Mr. Shinobu Okamoto satisfies the requirements for Independent Auditors prescribed by Tokyo
Stock Exchange. The Company considers that he satisfies the criteria for independence ofIndependent Outside Auditors specified by the Company. When his appointment is approved, theCompany intends to designate him as Independent Auditor and submit a notification of thedesignation to the said Exchange on which the Company’s shares are listed.
(2) Mr. Masahiro Miyatake served as Representative Director of Zwei Co., Ltd., a subsidiary of
AEON CO., LTD., which is the Company’s parent company, from May 2011 to May 2014 andhad been receiving remuneration for serving as a Director from Zwei Co., Ltd. for two years. At
present, Mr. Miyatake serves as a Corporate Auditor of ORIGIN TOSHU Co., Ltd. and
MAXVALU NAGANO CO., LTD.
(3) Subject to the approval of this proposal, the Company intends to enter an agreement with Mr.
Masahiro Miyatake and Mr. Shinobu Okamoto to limit their liability pursuant to Article 423
Paragraph 1 of the Companies Act to the minimum amount stipulated in Article 425 of the saidAct.

- 11 -

[Reference]
Criteria for Independence of 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.

- 12 -

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.

- 13 -

Proposal 3:

Determination of the Amounts of Remuneration for Directors and Corporate Auditors

In accordance with the provision in Article 2 of Bylaws of the Articles of Incorporation of the Company,
it is specified that the maximum amount of remuneration for Directors and Corporate Auditors of theCompany for the period from the date of establishment of the Company (March 2, 2015) to the conclusion of
the first General Meeting Of Shareholders shall be ¥150 million and ¥50 million, respectively. However, theamounts of remuneration for Directors and Corporate Auditors for the period from the conclusion of the first
Ordinary General Meeting of Shareholders is not specified. Accordingly, the Company proposes todetermine the amounts as described below and requests approval. The amount of remuneration for Directors
does not include portions of their salaries as employees.
The Company currently has 8 Directors (including 2 Outside Directors). If Proposal 1 is approved asoriginally proposed, the Company will have 9 Directors (including 3 Outside Directors). The Company
currently has 4 Corporate Auditors (including 2 Outside Corporate Auditors). If Proposal 2 is approved asoriginally proposed, the Company will have 5 Corporate Auditors (including 3 Outside Corporate Auditors).
1. Amount of remuneration for Directors
Maximum ¥150 million per year (including maximum ¥35 million per year for Outside Directors)
2. Amount of remuneration for Corporate Auditors
Maximum ¥50 million per year

- 14 -