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, 2018
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 3RD 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 3rd 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:

Monday, May 21, 2018 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
3rd Fiscal Year (March 1, 2017 - February 28, 2018) 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 3rd Fiscal Year
(March 1, 2017 - February 28, 2018)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Election of Two (2) Corporate Auditors
Proposal 3:■“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
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-1-

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:

Partial Amendments to the Articles of Incorporation

1. Reason for the amendments
It is proposed to add “management of nursery schools, day-care centers, etc.” to the business purpose,taking into account the Group’s business development etc. going forward.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined portions are to be amended.)
Current Articles of Incorporation

Proposed Amendments(Purpose)
Article 2(1) - (15) (Provisions omitted)(Newly established)(16) - (31) (Provisions omitted)(Purpose)
Article 2(1) - (15) (Unchanged)(16) Management of nursery schools, day-care
centers, etc.
(17) - (32) (Unchanged)-3-

Proposal 2:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly the election of nine (9) Directors, including three (3) Outside
Directors, is proposed. Two (2) of the three (3) Outside Directors satisfy the requirements for Independent
Director prescribed by Tokyo Stock Exchange and the criteria for independence of Independent Outside
Directors specified by the Company as described below. The Company has determined the following matters
as a policy for nomination of candidates for Director and all the candidates for Director satisfy theserequirements.
“Policy for Nomination of Candidates for Director”
Criteria set as follows. Based on the management philosophy of the Company, the person shall be capable ofcontributing to further development of the entire group. In addition, the person shall be capable of precisely
identifying the issues of the divisions he or she is responsible for and solving the problems in cooperation
with other managers and employees. In addition, the person shall have insights concerning compliance withlaws and regulations and corporate ethics.
“Criteria for Independence of Independent Outside Directors/Corporate Auditors”
1. He/she does not currently serve as Director (excluding Outside Director), Corporate Auditor (excluding
Outside Corporate Auditor), Executive Officer, or employee of the Company or the Company’s
subsidiaries (hereinafter the “U.S.M.H Group”) and he/she has not served as Director (excluding Outside
Director), Corporate Auditor (excluding Outside Corporate Auditor), Executive Officer, or employee of the
U.S.M.H Group in the past.
2. He/she has not served as Director, Corporate Auditor, Executive Officer, or employee of the Company’s
parent company (*1) in any of the past five business years.
3. He/she has not served as Director, Corporate Auditor, Executive Officer, or employee of the Company’s
fellow subsidiaries (*2) in any of the past five business years.
4. He/she has not served as Director, Corporate Auditor, Executive Officer, or employee of any of theCompany’s major shareholders (*3) or of a company of which the U.S.M.H Group has been a major
shareholder in any of the past five business years.
5. He/she does not serve as Director, Corporate Auditor, Executive Officer, or employee of any of the major
suppliers/customers of the U.S.M.H Group (*4).
6. He/she does not serve as Director, Corporate Auditor, Executive Officer, or employee of any of thecorporations, organizations, etc. that are recipients of a large amount of donations from the U.S.M.H Group(*5).
7. He/she has not served as Representative Partner, Senior Partner, Partner, or employee of the accounting
auditor of the U.S.M.H Group in any of the past five business years.
8. He/she is not an attorney-at-law, certified public accountant, consultant or other professional who receivesa large amount of money (*6) or other property from the U.S.M.H Group other than remuneration for
Directors/Corporate Auditors.
9. He/she is not a spouse, a relative in the second degree of kinship, a relative residing together with theperson specified below, or he/she is not in the same household as the person specified below:(1) Director, Corporate Auditor, Executive Officer, or important employee of the U.S.M.H Group (*7)(2) Person who has served as Director, Corporate Auditor, Executive Officer, or important employee of the
U.S.M.H Group in any of the past five business years.
(3) Person who comes under the restrictions specified in the above Items 2.-8.
10. There is no doubt about his/her independence in fulfilling his/her duties as Independent
Director/Corporate Auditor.
(*1) The “parent company” means a company that has control over the organ (General Meeting of
Shareholders or the like) that decides the Company’s financial, sales or business policies.
(*2) “Fellow subsidiary” means a company that has the same parent company (including a person
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-4-

three business years, or 2% of consolidated sales or total revenues of the donation recipient, whichever
the larger.
(*6) A large amount of money means an amount exceeding ¥10 million per year on average in the past threebusiness years in the case of an individual and an amount exceeding ¥10 million per year on averagefor the past three business years or 2% of consolidated sales of an organization, whichever the larger, inthe case of the said organization.
(*7) “Important employee” means an employee whose position is department manager or higher.
■List of candidates for Director
No.

Name

Position at the Company

Attendance at the Boardof Directors

1

Makoto Ueda

Re-appointed

Chairman and Representative
Director

100%(14/14)2

Motohiro Fujita

Re-appointed

President and Representative
Director

100%(14/14)3

Daisuke Tezuka

Re-appointed

Representative Director

100%(14/14)

4

Ryota Furuse

Re-appointed

Director

100%(14/14)

5

Toshiki Ishii

Re-appointed

Director

100%(14/14)

6

Motoya Okada

Re-appointed

Director and Advisor

64.3%(9/14)

7

Shigekazu Torikai

Director

100%(14/14)

8

Naoko Makino

Director

71.4%(10/14)

9

Koji Yamazaki

Re-appointed
Outside Director
Independent Director
Re-appointed
Outside Director
Independent Director
Newly appointed
Outside Director

-5-

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

March 1976
May 2005
May 2006
May 2007
March 2008

1

Makoto Ueda
(August 17, 1953)
Re-appointed

Joined The Maruetsu, Inc.
Director, The Maruetsu, Inc.
Executive Officer, The Maruetsu, Inc.
Managing Executive Officer, The Maruetsu, Inc.
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
March 2017
Chairman 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.

-6-

51,701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)
May 2017
Director, MAXVALU KANTO 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

-7-

148,400

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 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. 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.

-8-

Number ofshares of theCompany held

900

39,080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)
Re-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.
May 2015
Director, The Maruetsu, Inc.
March 2017
President and Representative Director, KASUMI CO.,LTD. (to present)
May 2017
Director, the Company (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

-9-72,800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 and Advisor, 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

- 10 -

0

No.

Name
(Date of birth)

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

7

8

Joined a tax accountant office
Registered as Attorney
Representative, Torikai Management and Law Office(currently Torikai Law Office) (to present)
March 2015
Director, the Company (to present)
June 2017
External Member of the Audit & Supervisory Board,
Shigekazu Torikai
Kurita Water Industries Ltd. (to present)(March 12, 1947) [Reasons to be nominated as candidate for Outside Director]
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[Independent
other than of the Company, the Company considers that he will be capable
Director]of fulfilling his duties as Outside Director by utilizing his experience andknowledge for the benefit of the Company.
Re-appointed[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 three
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 (to present)
January 2016
Member of Planning Committee, Japan Society of Food
Naoko Makino
Science Education (to present)(January 28, 1968)
May 2016
Director, 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 andcurrently 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 culinary expert and extensive
Re-appointed
knowledge about nutrition and cookery. The Company considers that she
will be capable 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 two years at
the conclusion of this General Meeting of Shareholders.

Number ofshares of theCompany held

- 11 -

0

0

No.

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
April 1978
April 2001

Number ofshares of theCompany held

Joined Marubeni Corporation
General Manager, Foods Merchandising Dept.,
Marubeni Corporation
April 2002
General Manager, Foods Marketing Project Dept.,
Marubeni Corporation
October 2003
Assistant to Operating Officer, Agri-Marine Products
Div., Marubeni Corporation
April 2004
Senior Operating Officer, Agri-Marine Products Div.,Marubeni Corporation
April 2005
Senior Operating Officer, Agri-Marine Products Div.;
General Manager, Daiei Project Dept., Marubeni
Corporation
September 2006 Managing Executive Officer, The Daiei, Inc.
October 2006
Managing Director, The Daiei, Inc.
May 2010
Director, Senior Managing Corporate Officer, The Daiei,*Koji Yamazaki
Inc.
(September 7, 1955)
February 2014 Director, The Daiei, Inc.
09
Executive Officer, Chief Operating Officer, Food[Outside Director] April 2014
Products Div., Marubeni Corporation
Executive Officer, Chief Operating Officer, Food
Newly appointed April 2015
Products Div., Marubeni Corporation
April 2016
Managing Executive Officer, Chief Operating Officer,
Food Products Div., Marubeni Corporation (to present)[Reasons to be nominated as candidate for Outside Director]
Mr. Koji Yamazaki has abundant experience as a corporate manager anddeep insight cultivated through that experience and is well versed in foods
merchandising. Thus, in view of the importance of strategic andappropriate corporate operation, the Company considers him suitable forthe position.
[Special interests]
Mr. Koji Yamazaki is Managing Executive Officer of Marubeni
Corporation. Transactions between the U.S.M.H Group and the MarubeniGroup include procurement of merchandise. The amount of transactions
during this fiscal year was less than 3% of net sales of the U.S.M.H Groupand negligible.
(Notes)1. The Company has entered into agreements with Mr. Shigekazu Torikai and Ms. Naoko Makino tolimit 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 their reelection, the Company
intends to continue the said agreements with them. Subject to approval of election of Mr. Koji
Yamazaki, the Company intends to enter into such an agreement with him to limit his liability.
2. Of the candidates for Director, Mr. Shigekazu Torikai, Ms. Naoko Makino, and Mr. Koji Yamazaki
are candidates for Outside Director.
3. Mr. Shigekazu Torikai and Ms. Naoko Makino satisfy the requirements for Independent Director
prescribed by Tokyo Stock Exchange and the Company designated Mr. Shigekazu Torikai and Ms.
Naoko Makino as Independent Directors prescribed by Tokyo Stock Exchange on which 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, 2018. It does not include the number of shares of the Company held through the
Executives’ Shareholding Association.

- 12 -

Proposal 3:

Election of Two (2) Corporate Auditors

Corporate Auditors Mr. Kazuo Hosoya and Mr. Masahiro Miyatake will resign at the conclusion of thisyear’s Annual General Meeting of Shareholders. Accordingly the election of two (2) Corporate Auditors to
succeed the resigning Corporate Auditors is proposed.
As Mr. Tatsuo Mizuhashi and Mr. Shigeru Koyama will be elected as substitutes for Mr. Kazuo Hosoya
and Mr. Masahiro Miyatake, respectively, their terms of office will be until expiration of the terms of officeof the resigning Corporate Auditors in accordance with the Articles of Incorporation of the Company.
The Company has specified the following matters as a policy for nomination of candidates for Corporate
Auditor and all 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 capableof contributing to maintenance and improvement of sound management and social credibility of theCompany. The person shall be capable of contributing to securing soundness of management by conducting
audits from a neutral and objective perspective.
No.

Career summary, positions in the Company
and significant concurrent positions

Number ofshares of theCompany held

Joined The Maruetsu, Inc.
Manager, Bakery and Food Service Department,
Merchandise Division, The Maruetsu, Inc.
September 2006 Manager, Delicatessen Department, Merchandise Division,
The Maruetsu, Inc.
March 2008
Manager, Sales Planning Department, Sales and Marketing
Division, The Maruetsu, Inc.
March 2009
Acting General Manager, Saitama Stores Division, The
Maruetsu, Inc.
March 2010
Manager, Kitasaitama Area Control Department, Sales andMarketing Control, The Maruetsu, Inc.
March 2011
Manager, Store Planning Department, Development
Division, The Maruetsu, Inc.
March 2012
Deputy General Manager, General Affairs Division;
Manager, Internal Control Office, The Maruetsu, Inc.
May 2012
Executive Officer; General Manager, General Affairs
Division; Manager, Internal Control Office, The Maruetsu,
Inc.
April 2013
General Manager, Sales and Marketing Division, The
Maruetsu, Inc.
March 2014
Assistant to President, The Maruetsu, Inc.
May 2014
Full-time Corporate Auditor, The Maruetsu, Inc. (topresent)[Reasons to be nominated as candidate for Corporate Auditor]
Mr. Tatsuo Mizuhashi has abundant experience and deep insight throughhis service as an Executive Officer and a Corporate Auditor at The
Maruetsu, Inc. The Company considers that his experience and insightmake him suitable for the position.
[Special interests]
There are no special interests between Mr. Tatsuo Mizuhashi and theCompany.

11,766

Name(Date of birth)
March 1977
August 2002

1

Tatsuo Mizuhashi(August 11, 1954)
Newly appointed- 13 -

No.

Name(Date of birth)

Career summary, positions in the Company
and significant concurrent positions
March 1979
May 2008

2

Number ofshares of theCompany held

Joined JUSCO Co., Ltd. (currently AEON CO., LTD.)
General Manager, Customer Service Department, JUSCO
Co., Ltd
September 2008 General Manager, General Affairs Department, Maxvalu
Business Division, AEON Retail Co., Ltd.
December 2009 Director, MAXVALU HOKURIKU CO., LTD.
May 2012
Internal Audit Office, AEON CO., LTD.
Shigeru Koyama April 2013
Full-time Corporate Auditor, AEON MARKET CO., LTD.
(August 6, 1955)(to present)
May 2014
Outside Corporate Auditor, SUNDAY CO., LTD.
0
[Outside Corporate May 2015
Outside Director (Audit and Supervisory Committee
Auditor]Member), SUNDAY CO., LTD. (to present)[Reasons to be nominated as candidate for Outside Corporate Auditor]
Newly appointed Mr. Shigeru Koyama has knowledge about business administration andabundant experience as an auditor and deep insight cultivated through thatexperience. 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. Shigeru Koyama and theCompany.
(Notes)1. Of the candidates for Corporate Auditor, Mr. Shigeru Koyama is a candidate for Outside Corporate
Auditor.
2. Mr. Shigeru Koyama currently serves as Full-time Corporate Auditor of AEON MARKET CO., LTD.,a subsidiary of AEON CO., LTD., which is the Company’s parent company. He also serves as Outside
Director (Audit and Supervisory Committee Member) of SUNDAY CO., LTD., a subsidiary of AEON
CO., LTD., and has been receiving remuneration for serving as a Director since May 2015.
3. The number of shares of the Company held is the number of shares of the Company held as ofFebruary 28, 2018. It does not include the number of shares of the Company held through the
Executives’ Shareholding Association.
4. Subject to the approval of this proposal, the Company intends to enter an agreement with Mr. Shigeru
Koyama to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act to theminimum amount stipulated in Article 425 of the said Act.

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