Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 3222)
April 30, 2021
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 6TH 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 notified of the 6th Annual General Meeting of Shareholders of United Super Markets
Holdings Inc. (the “Company”). The meeting will be held for the purposes as described below.
In lieu of attending the meeting, you can exercise your voting rights by mail or via the Internet, etc. Please
review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights in accordance with the guidance on pages 3 to 4.
1. Date and Time:

Friday, May 21, 2021 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
6th Fiscal Year (March 1, 2020 - February 28, 2021) 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 6th Fiscal Year
(March 1, 2020 - February 28, 2021)
Proposals to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Nine (9) Directors
Proposal 3:
Election of One (1) Corporate Auditor■Pursuant to laws and regulations and Article 16 of the Company’s Articles of Incorporation, some of thematters to be presented in the Business Report, Consolidated Financial Statements, Non-consolidated
Financial Statements are posted on the Company’s website presented below. Accordingly, they are notincluded in the documents attached to this notice. The Business Report, Consolidated Financial Statements
and Non-consolidated Financial Statements audited by Corporate Auditors and the Accounting Auditor
include the documents posted on the Company’s website in addition to the documents attached to this notice.
■Should the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements,
and the Reference Documents for the General Meeting of Shareholders require revisions, the revised versions
will be posted on the Company’s website.

-1-

■The contents of this notice have been posted on the Company’s website before its dispatch to provide
information to shareholders as early as possible.
The Company’s website: https://www.usmh.co.jp/◎ Giving our top priority to preventing infections of the novel coronavirus disease (COVID-19), we
strongly request that shareholders refrain from visiting the venue and excise their voting rights by mailor via the Internet in advance.
◎ On the day of the Annual General Meeting of Shareholders, we will take the following measures andother necessary steps at the venue to prevent the infections and spread of COVID-19.
■On the day of the Annual General Meeting of Shareholders, you will be requested to have your bodytemperature taken when entering the venue. You may be declined admission if you have a fever of 37.5 degrees
Celsius or higher. Even if your body temperature is below 37.5 degrees Celsius, you might be declined toenter the venue if you have symptoms such as coughing.
■Shareholders who attend the meeting must wear a face mask. Any shareholder without a face mask on will berefused admission.
■We will ensure that the Annual General Meeting of Shareholders will proceed smoothly in as short a periodof time as possible.
■The attending Officers and administration staff will wear face masks. Alcohol disinfectants will be placed at
multiple locations in the venue.

◎ We will live-stream the General Meeting of Shareholders on the day of the meeting.
■Video and sound of the Annual General Meeting of Shareholders will be live-streamed via the internet. For

more details, please refer to the enclosed attachment, “Guidance on Internet Live Streaming of the 6th
Annual General Meeting of Shareholders” (available in Japanese only).

◎ Notice of Resolution of the Annual General Meeting of Shareholders will be posted on theabovementioned Company’s website in lieu of mailing the notice.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reason for the amendments
It is proposed to add some businesses to the business purpose stated in Article 2 (Purpose) of the current
Articles of Incorporation and amend some existing businesses, taking into account the Group’s businessdevelopment, etc. going forward.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined portions are to be amended.)
Proposed Amendments

Current Articles of Incorporation(Purpose)
Article 2(1) - (11) (Provisions omitted)(Purpose)
Article 2(1) - (11) (Unchanged)

(12)

(12)

Design, development, operation, andmaintenance of merchandise trading
systems using networks such as the Internet(13) (Provision omitted)

Development, creation, sales, rental,
implementation support, maintenance, andrelated services of video devices,
communication
devices,
information
devices, educational devices, computers,
and related system software(13) (Unchanged)(14)

Management of drugstores, clinics,
restaurants,
performance
facilities,
recreation facilities, public bathhouses,
sports facilities, private nursing homes,
movie and performance theaters, culturalclasses, and parking lots

(14)

(15)

Management of tutoring schools, weddinghalls, exhibition halls, and ticket agencies(15) Management of wedding halls, exhibition
halls, and ticket agencies(Newly established)(16)(16) - (26) (Provisions omitted)

Management of drugstores, clinics,
restaurants,
performance
facilities,
recreation facilities, public bathhouses,
sports facilities, private nursing homes,
movie and performance theaters, andparking lots

Planning and operation of tutoring schools,
cooking classes, and other cultural classes(17) - (27) (Unchanged)(Newly established)(28)(27) - (32) (Provisions omitted)

Issuance, sales and custody of electronicmoney, electronic points, other electronicvalue information and prepaid payment
instruments, and provision of electronic
payment systems(29) - (34) (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/Corporate Auditors specified by the Company as described below. The Company has determined thefollowing matters as a policy for nomination of candidates for Director and all the candidates for Director
satisfy these requirements.
“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 withother managers and employees. In addition, the person shall have insights concerning compliance with laws
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

Motohiro Fujita

Re-appointed

President and Representative
Director

100.0%(12/12)2

Daisuke Tezuka

Re-appointed

Vice President andRepresentative Director

100.0%(12/12)

3

Ryota Furuse

Re-appointed

Vice President andRepresentative Director

100.0%(12/12)

4

Shinichiro Yamamoto

Re-appointed

Director

100.0%(10/10)5Motoya Okada

Re-appointed

Director and Advisor

100.0%(12/12)

6

Akira Terakawa

Re-appointed
Outside Director

Director

100.0%(12/12)

7

Shigekazu Torikai

Director

91.7%(11/12)

8

Naoko Makino

Director

100.0%(12/12)9Masaharu Homma

Re-appointed
Outside Director
Independent Director
Re-appointed
Outside Director
Independent Director
Newly appointed(Note) Candidate No.4 Mr. Shinichiro Yamamoto’s attendance at the Board of Directors meetings is for the
meetings held after he was elected Director at the 5th Annual General Meeting of Shareholders thattook place on May 20, 2020. The number of the Board of Directors meetings held is, therefore, smaller
than those of the other candidates.

-5-

No.

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
March 1978
May 2000
May 2004
March 2005

1

Motohiro Fujita(July 11, 1955)
Re-appointed

Joined KASUMI CO., LTD.
Director, KASUMI CO., LTD.
Managing Director, KASUMI CO., LTD.
Senior Executive Officer; Manager, Business Services
Division; Manager, Compliance Control Office, KASUMI
CO., LTD.
May 2006
Manager, Development Division, KASUMI CO., LTD.
May 2007
Senior Managing Director, KASUMI CO., LTD.
February 2009Manager, Store Development and Service Division,
KASUMI CO., LTD.
September 2010 Manager, Sales Managing Division; Manager, Food
Market Managing Division, KASUMI CO., LTD.
September 2011 Manager, Sales Control Division; Manager, Food Market
Managing Division, KASUMI CO., LTD.
March 2012
President and Representative Director, KASUMI CO.,LTD.
March 2015
Executive Vice-President, the Company
March 2017
President and Representative Director, the Company (topresent)
Executive Officer responsible for the Supermarket
Business, AEON CO., LTD.
Director, KASUMI CO., LTD. (to present)
May 2017
Director, MAXVALU KANTO CO., LTD. (to present)
March 2019
Vice President and Representative Executive Officer
responsible for the Supermarket Business, AEON CO.,LTD.
March 2020
Vice President and Representative Executive Officer
responsible for the Supermarket Business andMerchandise/Logistics, AEON CO., LTD.
March 2021
Vice President and Representative Executive Officer
responsible for the Supermarket Business, AEON CO.,LTD. (to present)[Reasons to be nominated as candidate for Director]
Mr. Motohiro Fujita has abundant experience and an excellent track record asa corporate manager through his service as President and Representative
Director of the Company’s subsidiary. The Company nominated him as a
candidate for Director based on the judgment that his experience and insightmake him a suitable person to serve as the Company’s Director.
[Special interests]
Mr. Motohiro Fujita concurrently serves as Vice President andRepresentative Executive Officer responsible for the Supermarket Businessof AEON CO., LTD. Transactions between the AEON Group and theCompany’s subsidiaries The Maruetsu, Inc., KASUMI CO., LTD., andMAXVALU KANTO CO., LTD. include procurement of merchandise, store
leasing, contracted credit operations, purchase of facilities, and member store
contracts.

Number ofshares of theCompany held

-6-

140,300

No.

Name(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions
September 2002
June 2006
November 2007
July 2011
March 2014
April 2016
May 2016

2

Daisuke Tezuka(September 19,
1975)
Re-appointed

Joined AEON CREDIT SERVICE Co., Ltd.
AEON Financial Project Co., Ltd.
General Manager, Planning Division, AEON Bank, Ltd.
Strategic Division, AEON CO., LTD.
General Manager, Strategic Division, AEON CO., LTD.
Advisor, the Company
Representative Director, the Company
Director, The Maruetsu, Inc. (to present)
Director, MAXVALU KANTO CO., LTD.
March 2017
President and Representative Director, MAXVALUKANTO CO., LTD.
March 2018
Representative Director; Supervising Corporate Planning
Division; Supervising Management Administration
Division; Supervising ICT Division, the Company
March 2019
Vice President and Representative Director; Supervising
Management Administration Division, the Company
March 2020
Vice President and Representative Director, the Company(to present)
March 2021
Chief Officer, Logistics, AEON CO., LTD. (to present)
Director, MAXVALU KANTO 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 and insightmake him a suitable person to serve as the Company’s Director.
[Special interests]
Mr. Daisuke Tezuka concurrently serves as Chief Officer, Logistics of AEON
CO., LTD. Transactions between the AEON Group and the Company’s
subsidiaries The Maruetsu, Inc., KASUMI CO., LTD. and MAXVALUKANTO CO., LTD. include procurement of merchandise, store leasing,
contracted credit operations, purchase of facilities, and member store
contracts.

Number ofshares of theCompany held

-7-

2,200

No.

Name
(Date of birth)

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

3

4

Joined The Maruetsu, Inc.
Director and Executive Officer, The Maruetsu, Inc.
Managing Executive Officer, The Maruetsu, Inc.
Senior Managing Executive Officer, The Maruetsu, Inc.
General Manager, Corporate Planning Division;
Supervising Finance and Accounting, The Maruetsu, Inc.
May 2013
Vice President, Executive Officer, The Maruetsu, Inc.
March 2014
General Manager, Corporate Planning Division;
Supervising Finance and Accounting; Supervising
Development, The Maruetsu, Inc.
March 2015
Director, the Company
April 2015
General Manager, Corporate Planning Division;
Supervising Development, The Maruetsu, Inc.
Ryota Furuse
March 2017
Vice President and Representative Director responsible(January 3, 1957)
for administration, The Maruetsu, Inc.
March 2019
Vice President and Representative Director; Supervising
Re-appointed
Corporate Planning Division, the Company
March 2019
President and Representative Director, The Maruetsu, Inc.
(to present)
March 2020
Vice President and Representative Director, the Company(to present)[Reasons to be nominated as candidate for Director]
Mr. Ryota Furuse is the President and Representative Director of a subsidiaryof the Company and has abundant experience and an excellent track record
as a corporate manager. The Company nominated him as a candidate for
Director based on the judgment that his experience and insight make him asuitable person to serve as the Company’s Director.
[Special interests]
There are no special interests between Mr. Ryota Furuse and the Company.
March 2013
Joined KASUMI CO., LTD. as Advisor
May 2014
Managing Director, Senior Executive Officer; Manager,
Logistics Division, KASUMI CO., LTD.
March 2017
Senior Managing Director and Senior Executive Officer,
KASUMI CO., LTD.
March 2018
General Manager, ICT Division, the Company
March 2019
Senior Managing Director and Senior Executive Officer;
Manager, Business Reform Office; Manager, Business
Remodeling, KASUMI CO., LTD.
March 2020
President and Representative Director, KASUMI CO.,Shinichiro
LTD. (to present)
Yamamoto
General Manager, Digital Division, the Company(July 24, 1959) May 2020
Director; General Manager, Digital Division, theCompany (to present)
Re-appointed[Reasons to be nominated as candidate for Director]
Mr. Shinichiro Yamamoto is the President and Representative Director of a
subsidiary of the Company and has abundant experience and an excellent
track record through his service as Director and General Manager, Digital
Division of the Company, as well 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 to serve as the Company’s
Director.
[Special interests]
There are no special interests between Mr. Shinichiro Yamamoto and theCompany.

Number ofshares of theCompany held

-8-

38,58021,700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

5

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.
May 2004
Director and Advisor, KASUMI CO., LTD.
November 2005 Outside Director and Advisor, TSURUHA HOLDINGS
Inc. (to present)
March 2012
Director, President and Representative Executive Officer,
and Group CEO, AEON CO., LTD.
August 2014
Outside Director, KUSURI NO AOKI HOLDINGS CO.,LTD. (to present)
November 2014 Director, WELCIA HOLDINGS CO., LTD. (to present)
March 2015
Director and Advisor, the Company (to present)
March 2020
Director, Chairman and Representative Executive Officer,
AEON CO., LTD. (to present)[Reasons to be nominated as candidate for Director]
Mr. Motoya Okada is Director, Chairman and Representative Executive
Officer of AEON CO., LTD. and has abundant experience and an excellent
track record as a corporate manager. The Company nominated him as a
candidate for Director based on the judgment that his experience and insightmake him a suitable person to serve as the Company’s Director.
[Special interests]
Mr. Motoya Okada is Director, Chairman and Representative Executive
Officer of AEON CO., LTD. Transactions between the AEON Group and theCompany’s subsidiaries The Maruetsu, Inc., KASUMI CO., LTD. and
MAXVALU KANTO CO., LTD. include procurement of merchandise, store
leasing, contracted credit operations, purchase of facilities, and member store
contracts.

Number ofshares of theCompany held

-9-

0

No.

Name
(Date of birth)

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

Joined Marubeni Corporation
Executive Officer; General Manager, Corporate Planning &Strategy Dept., Marubeni Corporation
April 2012 Executive Officer; Chief Operating Officer , Chemicals
Division, Marubeni Corporation
April 2013 Managing Executive Officer; Chief Operating Officer,
Chemicals Division, Marubeni Corporation
April 2014 Managing Executive Officer; Chief Operating Officer,
Corporate Planning & Strategy Dept.; Chairman of Internal
Control Committee; Vice Chairman of Investment andCredit Committee, Marubeni Corporation
June 2014 Managing Executive Officer; Member of the Board,; Chief
Operating Officer, Corporate Planning & Strategy Dept.;
Chairman of Internal Control Committee; Vice Chairman of
Investment and Credit Committee, Marubeni Corporation
April 2015 Managing Executive Officer; Representative Director and
CSO; Senior Operating Officer, Executive Secretariat;
Regional CEO for East Asia; Chairman of Officers
Treatment Committee; Vice Chairman of Investment andCredit Committee, Marubeni Corporation
April 2016 Managing Executive Officer; Member of the Board, Chief
Executive Officer, Chemical & Forest Products Group,
Akira Terakawa
Marubeni Corporation(February 8, 1958) June 2016 Managing Executive Officer; Chief Executive Officer,
Chemical & Forest Products Group, Marubeni Corporation[Outside Director] April 2018 Senior Managing Executive Officer; Chief Executive
Officer, Food Group; Regional CEO for East Asia; Vice
Re-appointed
Chairman of Investment and Credit Committee, Marubeni
Corporation
April 2019 Senior Managing Executive Officer; Chief Executive
Officer, Food, Agriculture & Chemicals Group; Vice
Chairman of Investment and Credit Committee, Marubeni
Corporation
May 2019 Director, the Company (to present)
April 2020 Senior Executive Vice President; Chief Executive Officer,
Food, Agriculture & Chemicals Group; Chief Operating
Officer, Food Div., Marubeni Corporation
April 2021 Senior Executive Vice President; Chief Executive Officer,
Food, Agriculture & Chemicals Group; Vice Chairman of
Investment and Credit Committee, Marubeni Corporation(to present)[Reasons to be nominated as candidate for Outside Director and his
expected roles]
Mr. Akira Terakawa has abundant experience at a trading company anddeep insight cultivated through his experience as a corporate manager.
Thus, in view of the importance of strategic and appropriate corporate
operation, the Company considers him suitable for the position. Although
he is not an Independent Director, the Company considers that he cansupervise management in a highly effective way from an objective
perspective as an Outside Director.

Number ofshares of theCompany held

April 1981
April 20106

- 10 -

0

No.

7

Name
(Date of birth)

Career summary, positions and assignment in the Company
and significant concurrent positions[Special interests]
Mr. Akira Terakawa is Senior Executive Vice President 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.
[Years of service as Outside Director]
Mr. Akira Terakawa will have served as Outside Director for two years 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, the Company (to present)
June 2017 External Member of the Audit & Supervisory Board, Kurita
Water Industries Ltd.
Shigekazu Torikai June 2018 Outside Director, RISO KAGAKU CORPORATION (to(March 12, 1947)
present)[Reasons to be nominated as candidate for Outside Director and his expected[Outside Director] roles]
Mr. Shigekazu Torikai has abundant experience of corporate legal affairs as[Independent
an attorney-at-law and extensive knowledge of legal affairs and accounting.
Director]
The Company considers that he can fulfill his duties as Outside Director
appropriately and serve as Chairman of the Advisory Committee toRe-appointed
supervise management in a highly effective way from an independent andobjective standpoint by utilizing his experience and knowledge.
[Special interests]
There are no special interests between Mr. Shigekazu Torikai and theCompany.
[Years of service as Outside Director]
Mr. Shigekazu Torikai will have served as Outside Director for six years
and two months at the conclusion of this General Meeting of Shareholders.

- 11 -

Number ofshares of theCompany held

0

No.

Name
(Date of birth)

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

8

Joined Asako Aramaki Office Co., Ltd. (currently Diet
Communications Co., Ltd.)
December Resigned from Asako Aramaki Office Co., Ltd. (currently
1995
Diet Communications Co., Ltd.)
January 1996 Freelance (Member of Association of Freelance Dieticians in
Nakano Ward)
March 2004 Representative Director, Studio Ku Ltd. (to present)
May 2007 Council and Member of Editorial Committee, Japan Societyof Food Science Education
April 2013 Councilor, General Incorporated Association Japan Society ofFood Science Education (to present); Member of Editorial
Committee, General Incorporated Association Japan Societyof Food Science Education (to present)
Naoko Makino
January 2016 Member of Planning Committee, General Incorporated(January 28, 1968)
Association Japan Society of Food Science Education (topresent)[Outside Director] May 2016 Director, the Company (to present)[Reasons to be nominated as candidate for Outside Director and her[Independent
expected roles]
Director]
Ms. Naoko Makino started her career as a managerial dietician and currently
is a member of the Japan Society for the Study of Obesity and serves as aRe-appointed
lecturer for the lifelong education program of Kagawa Nutrition University
and as a lecturer of Kagawa Nutrition University. The Company considers
that she can leverage her abundant experience of food as a culinary expert
and extensive knowledge about nutrition and cookery for management of
the Company and serve as a member of the Advisory Committee tosupervise management in a highly effective way from an independent andobjective standpoint.
[Special interests]
There are no special interests between Ms. Naoko Makino and theCompany.
[Years of service as Outside Director]
Ms. Naoko Makino will have served as Outside Director for five years at
the conclusion of this General Meeting of Shareholders.

Number ofshares of theCompany held

- 12 -

0

No.

9

Name
(Date of birth)

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

Number ofshares of theCompany held

March 1992 Joined The Maruetsu, Inc.
March 2010 Manager, Corporate Planning Department, Corporate
Planning Division, The Maruetsu, Inc.
May 2013 Executive Officer; Manager, Corporate Planning Department,
Corporate Planning Division, The Maruetsu, Inc.
May 2015 Director, MAXVALU KANTO CO., LTD. (to present)
March 2017 Executive Officer responsible for administration; General
Manager, Corporate Planning Division, The Maruetsu, Inc.
March 2019 Executive Officer; General Manager, Corporate Planning
Division, The Maruetsu, Inc.
Masaharu Homma May 2019 Managing Executive Officer; General Manager, Corporate(October 11, 1969)
Planning Division, The Maruetsu, Inc.
9,850
May 2020 Director and Managing Executive Officer, General Manager,
Newly appointed
Corporate Planning Division, The Maruetsu, Inc. (to present)[Reasons to be nominated as candidate for Director]
Mr. Masaharu Homma is Director and Managing Executive Officer of a
subsidiary of the Company and has abundant experience and an excellent
track record as a corporate manager. The Company nominated him as a
candidate for Director based on the judgment that his experience and insightmake him a suitable person to serve as the Company’s Director.
[Special interests]
There are no special interests between Mr. Masaharu Homma and theCompany.
(Notes)1. The Company has entered into agreements with Messrs. Akira Terakawa, Shigekazu Torikai, and Ms.
Naoko Makino to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act to theminimum amount stipulated in Article 425 of the said Act. Subject to approval of their reelection, theCompany intends to continue the said agreements with them.
2. The Company has entered into a directors and officers liability insurance contract with an insurancecompany, which covers any loss or damage that may arise due to the insured assuming responsibilities
for the execution of their duties or receiving a claim pertaining to the pursuit of such responsibilities.
All candidates for Director will be covered as the insured under the said insurance contract. The
Company plans to renew the said contract with the same contents the next time it expires.
3. Of the candidates for Director, Messrs. Akira Terakawa, Shigekazu Torikai, and Ms. Naoko Makino are
candidates for Outside Director.
4. Mr. Shigekazu Torikai and Ms. Naoko Makino satisfy the requirements for Independent Director
prescribed by Tokyo Stock Exchange and the Company designated Mr. Shigekazu Torikai and Ms.
Naoko Makino as Independent Directors prescribed by Tokyo Stock Exchange on which the Company’s
shares are listed and submitted a notification of the designation to the said Exchange. The Company
considers that they satisfy the Criteria for Independence of Independent Outside Directors/Corporate
Auditors specified by the Company.
5. The number of shares of the Company held is the number of shares of the Company held as of February
28, 2021. It does not include the number of shares of the Company held through the Executives’
Shareholding Association.

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Proposal 3:

Election of One (1) Corporate Auditor

Corporate Auditor Mr. Shigeru Koyama will resign at the conclusion of this year’s Annual General Meetingof Shareholders. Accordingly the election of one (1) Outside Corporate Auditor is proposed. Since Mr.
Hirofumi Ishimoto is nominated as a substitute for Mr. Shigeru Koyama, his term of office shall be theremainder of the term of office of Mr. Shigeru Koyama, who is resigning, as stipulated in the Company’s
Articles of Incorporation.
The Company has specified the following matters as a policy for nomination of candidates for Corporate
Auditor and the candidates for Corporate Auditor satisfy these requirements. The Audit & Supervisory Board
has previously given its approval to this proposal.
“Policy for Nomination of Candidates for Corporate Auditor”
Based on the management philosophy of the Company, the person shall supervise execution of duties of
Directors and prevent violation of laws and regulations or the Articles of Incorporation and also be capable ofcontributing to maintenance and improvement of sound management and social credibility of the Company.
The person shall be capable of contributing to securing soundness of management by supervising execution ofduties of Directors audits from a neutral and objective perspective.
Name(Date of birth)

Career summary, positions in the Company
and significant concurrent positions
August 1986
February 2002
March 2005
May 2011

Number ofshares of theCompany held

Joined JUSCO Co., Ltd. (currently AEON CO., LTD.)Manager, Corporate Branding Division, AEON CO., LTD.
Strategic Division, AEON CO., LTD.
Director; General Manager, Marketing Division; General
Manager, New Business Development Division, AEON
Eaheart Co., Ltd.
March 2015
Manager, Corporate Planning Division, AEON Retail Co.,
Hirofumi Ishimoto
Ltd.
(January 8, 1962) September 2016 Manager, Affiliated Companies Division, AEON RetailCo., Ltd.
[Outside Corporate May 20200
Full-time Corporate Auditor, AEON BIG CO., LTD. (toAuditor]present)[Reasons to be nominated as candidate for Outside Corporate Auditor]
Newly appointed Mr. Hirofumi Ishimoto has knowledge about business administration andabundant experience as an auditor and deep insight cultivated through thatexperience. The Company considers him suitable for the position, which role
is to audit the Company’s management from a neutral and objective
perspective.
[Special interests]
There are no special interests between Mr. Hirofumi Ishimoto and theCompany.
(Notes)1. The candidate for Corporate Auditor Mr. Hirofumi Ishimoto is a candidate for Outside Corporate
Auditor.
2. Mr. Hirofumi Ishimoto currently serves as Full-time Corporate Auditor of AEON BIG CO., LTD., asubsidiary of AEON CO., LTD., which is the Company’s parent company.
3. Subject to the approval of this proposal, the Company will enter into an agreement with Mr. Hirofumi
Ishimoto to limit his liability stipulated in Article 423, Paragraph 1 of the Companies Act to theminimum amount stipulated in Article 425 of the said Act.
4. The Company has entered into a directors and officers liability insurance contract with an insurancecompany, which covers any loss or damage that may arise due to the insured assuming responsibilities
for the execution of their duties or receiving a claim pertaining to the pursuit of such responsibilities.
Corporate Auditor candidate Mr. Hirofumi Ishimoto will be covered as the insured under the said
insurance contract. The Company plans to renew the said contract with the same contents the next time
it expires.
5. The number of shares of the Company held is the number of shares of the Company held as of February
28, 2021. It does not include the number of shares of the Company held through the Executives’
Shareholding Association.

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