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.

(Securities Code: 8194)
May 8, 2023
To our shareholders:
Takaharu Iwasaki, Representative Director and President
LIFE CORPORATION
3-6-2 Nihonbashi-Honcho, Chuo-ku, Tokyo

Notice of the 68th General Meeting of Shareholders
We are pleased to announce the 68th Annual General Meeting of Shareholders of LIFE CORPORATION (the“Company”) to be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing the mattersdescribed below that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc.
(matters for which measures for providing information in electronic format) in electronic format, and posts this on
the Company’s website. Please access the following website using the internet to review the information.
The Company’s website
http://www.lifecorp.jp/company/ir/procedure.html (in Japanese)
In addition, apart from the Company’s website, matters for which measures for providing information in electronic
format are also posted on the website of the Tokyo Stock Exchange (TSE). Please refer to the following.
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Access the TSE website indicated above, enter “LIFE CORPORATION” in the “Issue name (company name)” or
the Company’s securities code “8194” in the “Code” and search. Then select “Basic information” followed by“Documents for public inspection/PR information” and review the information from the “Notice of General
Shareholders Meeting/Information Materials for a General Shareholder Meeting” under “Filed information available
for public inspection.”)If you will not be attending the meeting in person, you may exercise your voting rights via the internet or in writing(postal mail). Please review the Reference Documents for the General Meeting of Shareholders, follow the “Guide
to Exercising Voting Rights” (in Japanese only), and exercise your voting rights by 6:00 p.m. on Wednesday, May
24, 2023 (JST).

-1-1. Date and Time: Thursday, May 25, 2023, at 10:00 a.m. (JST)
2. Venue:

Large conference room, 1st floor of the Osaka Headquarters of the Company
2-2-22, Nishimiyahara, Yodogawa-ku, Osaka

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 68th fiscal year (from March 1, 2022
to February 28, 2023), and the audit results of the Consolidated Financial Statements by the Accounting
Auditor and the Board of Corporate Auditors
2. The Non-consolidated Financial Statements for the 68th fiscal year (from March 1, 2022 to February 28,
2023)
Matters to be resolved:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Amendment to the Articles of Incorporation

Proposal No. 3

Election of Eight (8) Directors

Proposal No. 4

Election of Three (3) Corporate Auditors

4. Decisions on convening the meeting
In the event that the voting rights have been exercised in writing (postal mail) and where no vote for or against a
proposal has been indicated on the voting form, the vote shall be treated as for the proposal.
- When you attend the meeting, please present the enclosed voting form to reception.
-

Shareholders who requested the delivery of paper-based documents will also be sent paper-based documents that describe the mattersfor which measures for providing information in electronic format will be taken, but such paper-based documents shall exclude thefollowing matters pursuant to the provisions of laws and regulations and Article 15, paragraph (2) of the Articles of Incorporation.
(i) “Matters Related to Establishing System for Ensuring the Propriety of Business Activities” in the Business Report(ii) “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements(iii) “Notes to the Non-consolidated Financial Statements” in the Non-consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements attached to such
paper-based documents constitute a part of the documents that were audited by the Corporate Auditors and the Accounting Auditors
in preparing the audit results.

- If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of therevisions and the details of the matters before and after the revisions will be posted via the internet on the Company’s website andthe TSE website listed above.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company regards the return of profit to its shareholders as one of the management policies of utmost importanceand maintains a basic policy to continuously carry out stable payment of dividends. The Company has given
comprehensive consideration to matters including the above basic policy, strengthening the management structureand future business development. Therefore, the Company proposes the payment of the year-end dividend and otherappropriation of surplus for the 68th fiscal year as set forth below.
1. Year-end dividends(1)Type of dividend property
To be paid in cash.

(2)

Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥35 per common share of the Company. In this event, the total
dividends will be ¥1,645,430,990.
Accordingly, including the interim dividend (¥35 per share), the annual dividend will be ¥70 per share.

(3)

Effective date of dividends of surplus
The effective date of dividends will be May 26, 2023.

(Reference) Trends in dividends per share and dividend payout ratio

Interim dividend (¥)

64th Fiscal Year
ended February
2019

65th Fiscal Year
ended February
2020

66th Fiscal Year
ended February
2021

67th Fiscal Year
ended February
2022

68th Fiscal Year
ended February
2023

15.00

20.00

25.00

30.00

35.00

35.00

24.6

Year-end dividend
(¥)

15.00

20.00

25.00

40.00
(Includescommemorative
dividend of ¥10)

Consolidated
dividend payout
ratio (%)

19.0

23.9

13.1

21.6

2. Other appropriation of surplus(1)

Item of surplus to be increased and amount of increase
General reserve: ¥9,300,000,000(2)Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥9,300,000,000-3-Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the amendment
The Company has relocated its head office for the purpose of improvement management and operational
efficiencies.
Consequently, the Company proposes to change the location of the head office prescribed in Article 3 (Locationof the Head Office) of the current Articles of Incorporation from Chuo-ku, Tokyo to Osaka City, Osaka Prefecture.
This amendment shall take effect on the date of relocation of the head office (May 27, 2023) resolved at theBoard of Directors meeting held on January 27, 2023 and a supplementary provision indicating this fact shall beestablished. The supplementary provision shall be eliminated after the effective date of the relocation of the head
office.
2. Amendments
Details of amendments are as follows.
(Changed portion is underlined)
Current Articles of Incorporation
Article 3

Location of the Head Office

Proposed Amendments
Article 3

Location of the Head Office

The head office of the Company shall be located at Chuo-ku,
Tokyo, Japan.

The head office of the Company shall be located at Osaka City,
Osaka Prefecture, Japan.

(Newly established)

Supplementary provision(Transitional Measures for the Relocation of the Head Office)
Article 1-4-

The amendment of Article 3 (Location of the Head
Office) shall take effect on May 27, 2023, and this
supplementary provision shall be eliminated after theeffective date of the relocation of the head office.

Proposal No. 3

Election of Eight (8) Directors

At the conclusion of this meeting, the terms of office of all nine (9) Directors will expire. Therefore, the Company
proposes to elect eight (8) Directors.
The details of this proposal were deliberated at the “Nomination & Remuneration Advisory Committee,” which is aconsultative body to the Board of Directors with an independent outside Director as the chair. The results of thedeliberation were reported to the Board of Directors, where the proposal was approved.
The candidates for Directors are as follows:
Candidate
No.

Name

GenderCurrent position in the Company

Attendance atBoard of Directors
meetings in
FY2022

1

Re-election

Takaharu Iwasaki

Male

Representative Director and President

17/17(100%)

2Re-election

Tomehisa Morishita

Male

Director & Senior Managing Executive
Officer

17/17(100%)

3

Re-election

Takashi Sumino

Male

Director & Managing Executive
Officer

17/17(100%)

4

Re-election

Nobuyuki Kawai

Male

Director & Managing Executive
Officer

17/17(100%)

5

Independent
OutsideKoichi Narita

Male

Director

17/17(100%)

6

Independent
OutsideHaruhiko Yahagi

Male

Director

17/17(100%)

7

Independent
OutsideHiroko Kono

FemaleDirector

17/17(100%)

Takashi Katayama

Male

Director

13/14
(93%)

Re-election

Re-election

Re-election

Re-election

8

Independent
OutsideNote: For Takashi Katayama, attendance at Board of Directors meetings indicates his attendance after he assumed
office as a Director.

-5-Reference: Major experience fields of Director candidates (skill matrix)
The major experience fields for candidates for Directors are as follows:

Expertise and experience
Name
Takaharu
IwasakiOverall
Sustainability HR and Finance and Legal andmanagementand ESGlabor accounting Compliance●Tomehisa
Morishita

IT

Digital International
marketing experience

●
●

●
●

●

●

●

Koichi
Narita●Haruhiko
Yahagi

●

●

●

●

●
●

●

HirokoKono
Takashi
Katayama●Storedevelopment

●

●

●

●

●

●

●
●
●

●

Logistics●

Takashi
SuminoNobuyuki
Kawai

Sales

●

●
●

●
●

●

●

●

Note: The above table does not represent all of the expertise and experience possessed by each candidate.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1989
Feb. 1994
May 1999
Oct. 2001
Mar. 2006

June 2014

Takaharu Iwasaki(March 27, 1966)
Re-election

Jan. 2017

Jan. 2018

1
Period as Director:
24 years (as of conclusion ofthis General Meeting of
Shareholders)

May 2019

Joined Mitsubishi Corporation
Princes Limited
Director, Assistant to Division COO of Sales
General Division of the Company
Senior Managing Director, Division COO ofTokyo Region Business Division
Representative Director, President & Chief
Operating Officer, and Group CEO of BusinessGroup Headquarters
Representative Director, President & Chief
Operating Officer, Group CEO of BusinessGroup Headquarters, and Group CEO of
Development Group Headquarters
Representative Director, President & Chief
Operating Officer, and Group CEO of BusinessGroup Headquarters
Representative Director, President & Chief
Operating Officer, and Group CEO of BusinessGroup Headquarters
Representative Director and President, andGroup CEO of Business Group Headquarters(current position)(Significant concurrent positions outside the Company)
Representative Director and Vice President of Nihon Ryutsu
Sangyo Co., Ltd.
Representative Director and Chairman of LIFE FINANCIALSERVICE(Reason for nomination as Director)
Takaharu Iwasaki, in addition to gaining experience at a general
trading company, has amassed knowledge in the distribution
industry and the Company’s overall management through serving
as the President of the Company for 17 years since 2006.
Therefore, the Company has nominated him as a candidate for
Director.

-7-

Number of theCompany’s shares
owned

21,739 shares(of which, thenumber of shares tobe granted under the
performance-linked
share remuneration
plan: 8,145 shares)

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1982
Sept. 2001
Feb. 2007
Mar. 2009

Nov. 2009

Feb. 2014

May 2014

Tomehisa Morishita(December 9, 1959)

June 2015

Re-election2

June 2016
Period as Director:
9 years (as of conclusion of this
General Meeting ofJan. 2017
Shareholders)Jan. 2018
May 2019

Feb. 2020

Apr. 2020

Joined the Company
General Manager of Osaka Region Apparel
Department
General Manager of Information System
Department
Executive Officer, Division COO of Corporate
Strategy and Planning Division, and General
Manager of Corporate Strategy and Planning
Department
Executive Officer, Division COO of Osaka
Region Apparel and Lifestyle Products
Division, General Manager of Osaka Region
Apparel Department, and General Manager of
Osaka Region Lifestyle Products Department
Executive Officer, Deputy Division COO ofOsaka Region Sales Division, and Division
COO of Osaka Region Apparel and Lifestyle
Products Division
Director, Deputy Division COO of Osaka
Region Sales Division, and Division COO ofOsaka Region Apparel and Lifestyle Products
Division
Director, Division COO of Corporate Strategy
and Planning Division, and Division COO of
New Business Development Division
Managing Director, Division COO of Corporate
Strategy and Planning Division, and in chargeof New Businesses
Managing Director, Group CEO of
Administration and Management Headquarters
Managing Director, Group CEO of Corporate
Functions Group Headquarters
Director & Managing Executive Officer, GroupCEO of Corporate Functions Group
Headquarters
Director & Managing Executive Officer, GroupCEO of Corporate Functions Group
Headquarters, and Division COO of
Information Strategy Division
Director & Senior Managing Executive Officer,
Group CEO of Corporate Functions Group
Headquarters, and Division COO of
Information Strategy Division (current position)(Reason for nomination as Director)
Tomehisa Morishita has successfully served as head in various
divisions including sales, systems and corporate strategy andplanning in the Company and has amassed insight on the
Company’s overall management, administration and business
operation. Therefore, the Company has nominated him as a
candidate for Director.

-8-

Number of theCompany’s shares
owned

5,513 shares(of which, thenumber of shares tobe granted under the
performance-linked
share remuneration
plan: 3,365 shares)

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Mar. 1980
Jan. 2001
Mar. 2004
Mar. 2006
Mar. 2008
Mar. 2009

Feb. 2010
May 2012
Takashi Sumino(January 25, 1956)
Re-election

June 2015
Jan. 2017

3
Period as Director:
11 years (as of conclusion ofthis General Meeting of
Shareholders)Jan. 2018

May 2019

Feb. 2021

Jan. 2022

Joined the Company
General Manager of Osaka Region Sales
Promotion Department
General Manager of Osaka Region Logistics
Department
General Manager of Osaka Region Operational
Reforms Promotion Office
Executive Officer, General Manager of Osaka
Region Operational Reforms Promotion Office
Executive Officer, General Manager of
Logistics Planning of Sales Management
Division
Executive Officer, Division COO of Osaka
Region Store Support Division
Director, Division COO of Osaka Region ChainStore Division, and Division COO of Osaka
Region Store Support Division
Managing Director, Division COO of Osaka
Region Sales Division
Managing Director, Division COO of Corporate
Strategy and Planning Division, and in chargeof New Businesses
Managing Director, Group CEO of
Infrastructure Group Headquarters, andDivision COO of Information Strategy Division
Director & Managing Executive Officer, GroupCEO of Infrastructure Group Headquarters, andDivision COO of Information Strategy Division
Director & Managing Executive Officer, GroupCEO of Infrastructure Group Headquarters, andDivision COO of E-Commerce Operation
Division
Director & Managing Executive Officer, GroupCEO of Infrastructure Group Headquarters(current position)(Reason for nomination as Director)
Takashi Sumino has successfully served as head of sales divisionof the Company. He has abundant operation knowledge, mainlyin the sales division, as well as insight on the distribution industry
and the Company’s overall management. Therefore, theCompany has nominated him as a candidate for Director.

-9-

Number of theCompany’s shares
owned

8,047 shares(of which, thenumber of shares tobe granted under the
performance-linked
share remuneration
plan: 2,561 shares)

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1987
Dec. 2005
May 2010
May 2012
Apr. 2014

May 2016
July 2018

Nobuyuki Kawai(April 18, 1963)

Oct. 2018
Jan. 2019

Re-election
4
Period as Director:
4 years (as of conclusion of this May 2019
General Meeting of
Shareholders)Mar. 2021

Jan. 2022

Joined Mitsubishi Corporation
Senior Manager, Accounting & Finance Team,
Accounting Department, Kansai BranchHead, Planning and Development, Structured
Finance, M&A Advisory Dept.
Deputy General Manager, Corporate Auditors’
OfficeExecutive Vice President and CFO, Mitsubishi
Company (Thailand) Ltd.
Executive Vice President and CFO, Thai-MC
Company Limited
Chief Administrative Officer, Tata Consultancy
Services Japan, Ltd.
General Manager of Department in charge ofSpecial Missions, Business Group Headquartersof the Company
Assistant to Group CEO of Corporate Functions
Group Headquarters
Executive Officer, Deputy Division COO of
Corporate Finance and Accounting Division,and responsible for Corporate Strategy andPlanning Department
Director & Senior Executive Officer, Division
COO of Corporate Finance and Accounting
Division
Director & Managing Executive Officer,
Assistant to Group CEO of Corporate Functions
Group Headquarters, and Division COO of
Corporate Finance and Accounting Division
Director & Managing Executive Officer,
Deputy Group CEO of Corporate Functions
Group Headquarters, and Division COO of
Corporate Finance and Accounting Division(current position)(Reason for nomination as Director)
Nobuyuki Kawai has amassed significant knowledge in financeand accounting through his long-standing experience at thefinance and accounting divisions in a general trading company
and has also abundant knowledge in compliance. Therefore, theCompany has nominated him as a candidate for Director.

- 10 -

Number of theCompany’s sharesowned

2,173 shares(of which, thenumber of shares tobe granted under the
performance-linked
share remuneration
plan: 1,973 shares)

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1977
Aug. 1992
May 1993
June 1993

May 1995
May 1995
Sept. 2003
Apr. 2006
Apr. 2008
Koichi Narita(June 30, 1954)

Apr. 2009
Apr. 20105

Re-election
Independent
OutsideApr. 2013

July 2014
Period as outside Director:
5 years (as of conclusion of this May 2018
General Meeting of
Shareholders)

Joined Mitsubishi CorporationCounselor, Deputy Division COO of Sales
General Division of the Company
Director
Director, Deputy Division COO of Sales
General Division, and Division COO of StoreBusiness Division
Retired from Director
Mitsubishi Corporation (returned)
General Manager of Living Essentials GroupCEO Office
Division COO of Foods (Products) Div.
Executive Officer, Division COO of Foods(Products) Div.
Executive Officer, General Manager of Living
Essentials Group CEO Office
Representative Director and President of
SIGMAXYZ Inc. (seconded)
Representative Director, President andExecutive Officer of IT Frontier Corporation
Representative Director, Senior Vice Presidentof Tata Consultancy Services Japan, Ltd.
Outside Director of the Company (current
position)(Reasons for nomination as outside Director and outline of
expected role)
The Company has nominated Koichi Narita as a candidate foroutside Director because he left a record of remarkableaccomplishments as a corporate manager of Tata Consultancy
Services Japan, Ltd. and other companies, possesses a high levelof knowledge of business operation in IT solutions, and has
contributed to the enhancement of corporate value as an outside
Director of the Company by appropriately giving advice for theCompany’s management and supervising business execution.
The Company expects that he will continue to fulfill his roledescribed above. Mr. Narita’s period as outside Director of theCompany will have been five years at the conclusion of thismeeting.

- 11 -

Number of theCompany’s shares
owned

0 sharesCandidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1989
Jan. 1998
Dec. 1998
Sept. 2001
Mar. 2003
Sept. 2009

Haruhiko Yahagi(December 21, 1962)

6

Re-election
Independent
OutsideMar. 2015
July 2020
May 2021
July 2022

Director-in-charge, Change Integration 5, Price
Waterhouse Consultants Co., Ltd.
Manager, Global Service Group, EDS Japan
Co., Ltd.
Director-in-charge, Consumer Business,
Deloitte Tohmatsu Consulting Co., Ltd.
Director-in-charge, Aska Technology Co., Ltd.
Director, Business Process Innovation (BPI)
Team, Capgemini Japan K.K.
Partner, Consumer Business Industry Leader ofAsia and Japan, Deloitte Tohmatsu Consulting
Co., Ltd.
Partner, In-charge of Retail & Consumer
Industry, PwC Consulting LLC
Managing Director, Consumer Market
Outside Director of the Company (current
position)
Officer, Managing Director, Consumer
Market、PwC Consulting LLC (Current
Position)

Period as outside Director:
2 years (as of conclusion of this
General Meeting of(Reasons for nomination as outside Director and outline of
Shareholders)
expected role)
Haruhiko Yahagi has never been directly involved in the
management of a company. However, the Company has
nominated him as a candidate for outside Director because he has
amassed knowledge in retail and digital marketing throughserving as a consultant, and his performance and insight that canbe found in his writings are highly regarded and the Company
expects that he will continue to fulfill his role as outside Directorof the Company as he can contribute to the enhancement ofcorporate value by appropriately giving advice for the Company’s
management and supervising business execution. Mr. Yahagi’s
period as outside Director of the Company will have been two
years at the conclusion of this meeting.

- 12 -

Number of theCompany’s shares
owned

0 sharesCandidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1989
July 1992
Jan. 2001
Feb. 2003
July 2008
July 2011

Nov. 2013
Hiroko Kono
(May 8, 1965)

7

Re-election
Independent
OutsidePeriod as outside Director:
2 years (as of conclusion of this
General Meeting of
Shareholders)Mar. 2016
Nov. 2018
May 2021
Mar. 2022
Aug. 2022

Joined Mitsubishi Corporation
Joined Tokyo Office, Capital International
Research, Inc.
Los Angeles Headquarters, The Capital Group
Companies, Inc.
Washington, D.C. Office, Capital International
Research, Inc.
Tokyo Office, Capital International, Inc.
Council and Director of International School ofAsia, Karuizawa Establishment Preparation
Foundation
Director and Head of Operations ofInternational School of Asia, Karuizawa
Head of Operations of UWC ISAK Japan
Executive Coach of COACH A Co., Ltd.
Outside Director of the Company (current
position)
Officer, Executive Coach of COACH A Co.,
Ltd. (current position)
Outside Director, Audit and Supervisory
Committee Member of SATUDORA
HOLDINGS CO., LTD. (current position)(Reasons for nomination as outside Director and outline of
expected role)
Hiroko Kono has never been directly involved in the managementof a company. However, the Company nominated her as a
candidate for outside Director because her work experience atinvestment companies and performance and insight concerningschool operation and human resource development nurtured in ahuman resource development company are highly regarded andthe Company expects that she will continue to fulfill her role asoutside Director of the Company as she can contribute to theenhancement of corporate value by appropriately giving advice
for the Company’s management and supervising businessexecution. Ms. Kono’s period as outside Director of the Company
will have been two years at the conclusion of this meeting.

- 13 -

Number of theCompany’s shares
owned

0 sharesCandidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1976
Apr. 1977
Apr. 1989
Apr. 1994
Mar. 1996

Mar. 2001

Takashi Katayama(October 27, 1953)
Re-election
Independent
Outside8

Period as Director:
1 year (as of conclusion of this
General Meeting of
Shareholders)Notes:

Jan. 2004
Mar. 2013
Jan. 2015
Mar. 2018
Mar. 2019
May 2022

Assistant at College of Science and Technology,
Nihon University
Joined Teraoka Seiko Co., Ltd.
Director of Digi Europe Ltd. (UK)Managing Director
Managing Director of Teraoka Weigh-System
Ltd. (Singapore)
Managing Director
Director and General Manager of Global
Business Development Department of Teraoka
Seiko Co., Ltd.
Director and General Manager of Food Industry
System Department
Senior Director
President and CEO
Advisor
Representative of RTK-Design (current
position)
Outside Director of the Company (current
position)

Number of theCompany’s shares
owned

200 shares(Reasons for nomination as outside Director and outline of
expected role)
The Company has nominated Takashi Katayama as a candidatefor outside Director because he left a record of remarkableaccomplishments as a corporate manager of Teraoka Seiko Co.,
Ltd. and other companies and possesses high level of knowledge
related to logistics environment systems and overseas logistics.
Therefore, the Company expects that he will fulfill his role asoutside Director of the Company such as by appropriately giving
advice for the Company’s management and supervising businessexecution. Mr. Katayama’s period as outside Director of theCompany will have been one year at the conclusion of thismeeting.

1. Takaharu Iwasaki, a candidate for Director, is concurrently serving as Representative Director of Nihon Ryutsu Sangyo
Co., Ltd. The Company and Nihon Ryutsu Sangyo Co., Ltd. have a business relationship, which includes the purchase of
products.
2. Koichi Narita, a candidate for outside Director, previously served as a person who executed business in the Company
during the period from August 1992 to May 1995. For part of that period, from May 1993 to May 1995, Mr. Narita served
as Director of the Company.
For ten years, Mr. Narita served as a person who executed business in the Mitsubishi Corporation, a specified related
business operator of the Company. His other positions and responsibilities are listed in “Career summary, positions andresponsibilities in the Company, and significant concurrent positions outside the Company” above. He resigned from
Mitsubishi Corporation in April 2013.
3. There is no special interest between any other candidates for Director and the Company.
4. Koichi Narita, Haruhiko Yahagi, Hiroko Kono, and Takashi Katayama are candidates for outside Director.
5. The Company has submitted notification to the Tokyo Stock Exchange that Koichi Narita, Haruhiko Yahagi, Hiroko Kono,
and Takashi Katayama, candidates for outside Director, have been appointed as an independent officer.
6. The Company states in the Articles of Incorporation that the Company may enter into an agreement with outside Directors
to limit their liability for damages to the Company in order for outside Directors to fully perform the roles expected ofthem as outside Directors. The Company has entered into the aforementioned limited liability agreement with Koichi
Narita, Haruhiko Yahagi, Hiroko Kono, and Takashi Katayama. If they are elected, the Company plans to renew thisagreement with them. The outline of the agreement is as follows:・

Outside Directors shall be liable to the Company for damages caused by neglect of his/her duties up to the minimum
liability amount provided for under Article 425, paragraph (1) of the Companies Act.

・

The limitation of the liability above shall apply only when outside Director in question acted in good faith and withoutgross negligence in performing the duties giving rise to said liabilities.

- 14 -

7. The Company has entered into a directors and officers liability insurance policy, as defined in Article 430-3, paragraph(1) of the Companies Act, with an insurance company to provide coverage under said insurance policy for damages that
may arise from the assumption of liability incurred in the course of the execution of duties by the insured, including
Directors of the Company, or claims pertaining to the pursuit of such liability. If candidates are elected and assume theoffice as Directors, they will be added to the insured of said insurance policy. The Company plans to renew this insurance
policy with the same contents at the next renewal.

- 15 -

Proposal No. 4

Election of Three (3) Corporate Auditors

At the conclusion of this meeting, the terms of office of Corporate Auditors Kaoru Sueyoshi, Junichi Hamahira, andNaoko Miyatake will expire. Therefore, the Company proposes to elect three (3) Corporate Auditors.
The consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidates for Corporate Auditors are as follows:
Candidate
No.

Name

GenderCurrent position in the Company

Attendance atBoard of Corporate
Auditors meetings
in FY2022

1

Re-election

Kaoru Sueyoshi

Male

Full-Time Corporate Auditor

14/14(100%)

2Re-election
Independent

Naoko Miyatake

FemaleCorporate Auditor

14/14(100%)

Koji Shiono

Male

–

Outside3

New election
Independent
Outside- 16 -–

Candidate
No.

Name
(Date of birth)

Career summary and positions in the Company, andsignificant concurrent positions outside the Company
Apr. 1982
July 2007
Aug. 2011
May 2014
Oct. 2016

Kaoru Sueyoshi(December 26, 1958)

Jan. 2018

Re-election
1

Jan. 2019
Period as Corporate Auditor:
4 years (as of conclusion of this
General Meeting ofMay 2019
Shareholders)

Joined the Company
General Manager of Tokyo Region Accounting
Department
General Manager of Finance Department
General Manager of Tokyo Region Accounting
Department
General Manager of Department in charge ofSpecial Missions, Administration andManagement Headquarters
General Manager of Finance Department andGeneral Manager of Department in charge ofSpecial Missions, Corporate Functions Group
Headquarters
General Manager of Department in charge ofSpecial Missions, Corporate Functions Group
Headquarters
Full-Time Corporate Auditor (current position)(Reason for nomination as Corporate Auditor)
Kaoru Sueyoshi has amassed significant knowledge in financeand accounting through his long-standing experience in financeand accounting divisions of the Company and is also well-versedin the Company’s overall management through finance andaccounting operations. He is currently fulfilling his role as a fulltime Corporate Auditor, auditing the Company’s management,
and the Company expects that he will continue to fulfill his roledescribed above.

- 17 -

Number of theCompany’s shares
owned

2,021 shares

Candidate
No.

Name
(Date of birth)

Career summary and positions in the Company, andsignificant concurrent positions outside the Company
Apr. 1982
Sept. 1998
Aug. 2001
Oct. 2004
June 2006
June 2008

Naoko Miyatake(December 16, 1959)

2

Re-election
Independent
OutsidePeriod as outside Corporate
Auditor:4 years (as of conclusion of this
General Meeting of
Shareholders)Aug. 2013
Jun. 2018
May 2019

Joined JCB Co., Ltd.
Group Manager, Human Resources
Development, Personnel Department
General Manager, Quality Control
General Manager, Communication Center
Executive Officer and General Manager,
Communication Center
Representative Director and President of JCB
Service Co., Ltd.
Representative Director of KANSEI worker
Research Ltd. (current position)
Outside Director (Audit & Supervisory
Committee Members) of Odelic Co., Ltd.
Outside Corporate Auditor of the Company(current position)(Reason for nomination as outside Corporate Auditor)
The Company has nominated Naoko Miyatake as a candidate foroutside Corporate Auditor because she has long-standing
business experience in customer service, and as theRepresentative Director and President of JCB Service Co., Ltd.
and is also highly regarded for her performance in her current
position as Representative Director of KANSEI worker ResearchLtd. She is currently fulfilling her role as outside Corporate
Auditor, auditing the Company’s management, and the Company
expects that she will continue to fulfill her role described above.
Ms. Miyatake’s period as outside Corporate Auditor of theCompany will have been four years at the conclusion of thismeeting.

- 18 -

Number of theCompany’s shares
owned

0 sharesCandidate
No.

Name
(Date of birth)

Career summary and positions in the Company, andsignificant concurrent positions outside the Company
Apr. 1978

July 1978
July 1982
July 1985
Koji Shiono(February 21, 1955)
New election
Independent
Outside3

July 1987
July 1988
Apr. 1996
Jan. 1999

Period as outside Corporate
Oct. 2001
Auditor:0 years (as of conclusion of thisJan. 2014
General Meeting of
Shareholders)

Recruited as Assistant Director (Taxation) of
the National Tax Agency
Official, Co-ordination Division, Management
and Co-ordination Department, Tokyo Regional
Taxation Bureau
Examiner, Suginami Tax Office
Assistant Director, Tax Counsel Office,Management and Co-ordination Department
Examiner, Special Management Division,
Higashi Murayama Tax Office
Assistant Chief, Income Tax Section, Direct Tax
Division
Assistant Director, Planning Division,
Management and Co-ordination Department
Joined Hamahira Junichi Tax & Accounting
OfficeJoined Sakai Certified Public Accountants’
OfficeEstablished Koji Shiono Tax & Accounting
OfficeFounding Representative, Nihonbashi
Hamahira & Shiono Partners Tax & Accounting
Company (current position)

Number of theCompany’s shares
owned

0 shares(Reason for nomination as outside Corporate Auditor)
Koji Shiono has never been directly involved in the managementof a company. However, the Company has nominated him as a
candidate for outside Corporate Auditor because he has a tax
accountant qualification and operational experience at the
National Tax Agency. The Company expects that he will fulfill
his role as an outside Corporate Auditor, auditing the Company’s
management from an objective perspective due to his expertiseand high level of knowledge related to finance and accounting.
Notes:

1. There are no special interests between any of the candidates for Corporate Auditor and the Company.
2. Naoko Miyatake and Koji Shiono are both candidates for outside Corporate Auditor.
3. The Company has submitted notification to the Tokyo Stock Exchange that Naoko Miyatake, candidate for Corporate
Auditor, has been appointed as an independent officer.
Since Koji Shiono also meets the requirements for independent officer pursuant to the rules of the Tokyo Stock Exchange,
the Company plans to notify him to the said exchange as an independent officer if he is elected.
4. The reasons the candidates were judged capable of appropriately performing the duties of outside Corporate Auditor
The Company judges that Naoko Miyatake is capable of appropriately performing her duty as outside Corporate Auditor
because she has sufficient knowledge to audit corporate management through her work experience to date and herabundant experience as a corporate manager at JCB Service Co., Ltd. and KANSEI worker Research Ltd.
Although Koji Shiono has never been directly involved in the management of a company, the Company judges that he iscapable of appropriately performing his duty as outside Corporate Auditor because he is well-versed in finance andaccounting as a tax accountant and has sufficient knowledge to audit corporate management.
5. The Company states in the Articles of Incorporation that the Company may enter into an agreement with outside Corporate
Auditors to limit their liability for damages to the Company in order for outside Corporate Auditors to fully perform theroles expected of them as outside Corporate Auditors. The Company has entered into the aforementioned limited liability
agreement with Naoko Miyatake. If she is elected, the Company plans to renew this agreement with her. Also, if Koji
Shiono is elected, the Company plans to newly enter into the same limited agreement with him.
The outline of the agreement is as follows:・

Outside Corporate Auditors shall be liable to the Company for damages caused by neglect of his/her duties up to theminimum liability amount provided for under Article 425, paragraph (1) of the Companies Act.

・

The limitation of the liability above shall apply only when outside Corporate Auditor in question acted in good faithand without gross negligence in performing the duties giving rise to said liabilities.

- 19 -

6. The Company has entered into a directors and officers liability insurance policy, as defined in Article 430-3, paragraph(1) of the Companies Act, with an insurance company to provide coverage under said insurance policy for damages that
may arise from the assumption of liability incurred in the course of the execution of duties by the insured, including
Corporate Auditors of the Company, or claims pertaining to the pursuit of such liability. If candidates are elected andassume the office as Corporate Auditors, they will be added to the insured of said insurance policy. The Company plansto renew this insurance policy with the same contents at the next renewal.

- 20 -

Reference: Nomination Policy
After consultation at the Board of Directors and deliberation and reports by the Nomination & Remuneration
Advisory Committee, the Company nominates officer candidates who fulfill the following requirements. The
evaluation of effectiveness of the Board of Directors confirms whether or not current Directors fulfill the following
requirements and whether they will be nominated again.
Also, the Company maintains a policy for selecting candidates from both inside and outside the Company who aresuitable as officers.
[Requirements of all officers]1.

Deeply share the corporate philosophy, “through reliable management with noble aspirations, contribute towards
the realization of a sustainable and flourishing society.”2.

Possess an excellent personality, strong virtue, a sense of fairness, a rich knowledge and wealth of experience.

3.

Understand social responsibility and missions, possess the ability to perform fair and accurate business
operations and management based on the corporate philosophy and code of conduct of the Company.

4.

Possess adaptability to boldly address changes in the external environment, as well as objective decision making
ability, insight, and foresight.

5.

Does not possess an interest that could impact execution of duties.

[Requirements of inside Directors]
1.

Possess rich knowledge, experience and accomplishments related to the business of the Group.

2.

Ability to execute business and manage organizations under a cross-company perspective, not just in the fieldof one’s own experience.

[Requirements of outside Directors]
1.

Possess a wealth of experience and expertise in the following areas: corporate management, industrial
knowledge, finance/accounting, crisis management, internal controls, legal affairs, government, education, HR,marketing, development/investment, technology, and others.

2.

Can provide objective management supervision and judgement, and advice and support for the sustainablegrowth of the Company.

[Requirements of Corporate Auditors]
Possess experience and expertise of legal affairs, accounting, tax accounting, auditing, and others.

- 21 -

Reference: Criteria for Determining Independence of Outside Officers of the Company
Outside officers who do not correspond to any of the following are designated as independent officers.
1

A person who is currently or has been within the past ten years an executive director, executive officer, manager,
or employee (hereinafter “Business Executor”) of the Company or its subsidiaries.

2

A shareholder who directly or indirectly holds 10% or more of the voting rights of the Company.

3

A party in which the Company or its subsidiaries directly or indirectly hold 10% or more of the voting rights.

4

A party whose major business partner is the Company or its subsidiaries (a party for whom total sales to theCompany or its subsidiaries in the most recent fiscal year comprise 2% or more of the party’s net sales for that
fiscal year).

5

A party who is a major business partner of the Company or its subsidiaries (a party to whom total annual salesof the Company or its subsidiaries in the most recent fiscal year comprise 2% or more of consolidated net salesof the Company for that fiscal year, or a party who has provided financing for 2% or more of consolidated total
assets of the Company at the end of the most recent fiscal year).

6

A party receiving over ¥10 million annually in donations or monetary aid from the Company or its subsidiaries.

7

A Business Executor or full-time corporate auditor of a company in which a Business Executor or full-time
Corporate Auditor of the Company or its subsidiaries is also serving concurrently as a Director or Corporate
Auditor.

8

A CPA, or partner, manager, or employee of a CPA office or auditing corporation that is the accounting auditorof the Company or its subsidiaries.

9

A consultant, accounting professional, or legal expert receiving ¥10 million or more annually in monetary orother assets (outside of officer remuneration) from the Company or its subsidiaries (if the party receiving theassets is a corporation or organization, a party to whom the total amount paid by the Company or its subsidiaries
in the most recent fiscal year is 2% or more of the party’s consolidated net sales for that fiscal year).

10 For items 2 to 6, a Business Executor of the party’s parent company or consolidated subsidiary in the case where
the party is a corporation.
11 A person to whom any of items 2 to 10 have applied within the past three years.
12 A relative within the second degree of kinship of a person described in items 1 to 11.
In the case where a relative within the second degree of kinship is the subject of this item, a Business Executor
refers to a Director (excluding outside Directors), Executive Officer, or General Manager.
13 A person who does not fall under the above items, but whose independence is questionable due to a risk ofenduring and substantial conflict of interest with general shareholders.

- 22 -

Reference: Corporate Governance Basic Policy
Under the corporate philosophy, “through reliable management with noble aspirations, contribute towards therealization of a sustainable and flourishing society,” the Group ensures compliance and achieves sustainable company
growth to enhance the Group’s contribution to society as a supermarket group trusted by all stakeholders.
In order to achieve this, the Group established a Corporate Governance Basic Policy to realize transparent, fair, swift,
and bold decision-making, and continuously strive to fulfill corporate governance based on this policy.
The Group also established the Internal Controls System Management Committee, Risk Management Committee,
and Nomination & Remuneration Advisory Committee as organizations to enhance corporate governance. Eachcommittee engages in vibrant discussion, deliberates measures, and makes decisions to fulfill their purpose. These
details are deliberated in the Board of Directors meetings. The Group also established the Sustainability Promotion
Committee in March 2022 in order to strengthen sustainability efforts.
The Internal Controls System Management Committee deliberates proper execution of internal controls and reports
the results of these discussions and makes proposals to the Board of Directors. The Risk Management Committee
deliberates risks related to the business execution of the Group and reports the results of these discussions and makes
proposals to the Board of Directors. The Nomination & Remuneration Advisory Committee advises the Board of
Directors on matters related to the nomination of Directors and Executive Officers as well as remuneration.
The Sustainability Promotion Committee deliberates the proper promotion of sustainability and reports the results ofthese discussions and makes proposals to the Board of Directors.

- 23 -

(Attached Documents)

Business Report(March 1, 2022, to February 28, 2023)
I.

Status of the corporate group1.

Business activities and results
Change from theprevious fiscal year

Operating revenue¥765,426 million¥20,015 million¥19,148 million-%
Change from theprevious fiscal year

Ordinary profit

Change from theprevious fiscal year

Operating profit

Profit attributable to owners of parent-15.5%¥13,327 million-16.5%
Change from theprevious fiscal year

-12.4%The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29),
etc., from the beginning of the fiscal year ended February 28, 2023. As a result, the accounting treatment
method for revenues differs from that used in the previous fiscal year; therefore, in the following
explanation of operating results, no increase or decrease amounts or year-on-year comparisons (%) are
shown for operating revenues and net sales.
During the current fiscal year, in the Japanese economy, the normalization of socioeconomic activities was
pursued while measures against COVID-19 were taken. On the other hand, the outlook remained uncertain,
largely due to the acceleration of cost-push inflation stemming from a sharp rise in resource prices under theunstable international situation, the global economic downturn, particularly in Europe and the U.S., and thedepreciation of the yen.
In the food supermarket industry, which is the Group’s area of business, the environment surrounding
corporate operations is becoming increasingly severe, mainly due to intensifying competition acrossindustries and business categories, rising procurement costs for raw materials, soaring utilities expenses,
personnel costs and other costs, and the growing tendency for consumers to economize due to a decline inreal wages.
In this economic environment, the current fiscal year is positioned as the year for the total completion of the
6th Medium-Term Plan, which commenced in fiscal 2018, with the aim of making all of our stores No. 1 intheir areas and creating even greater trust from our customers. While breaking away from the homogeneouscompetition and promoting differentiation, we are working on various measures. Specifically, we arefocusing on the development of original products, such as BIO-RAL, a private brand that uses healthymaterials and production methods for customers interested in health and natural products (the number ofstores with product sections based on the BIO-RAL concept will be increased to 240 stores, approximately
80% of all stores), as well as expanding our online supermarket business, including services for Amazon
Prime members, and aggressively opening new stores.
Our Central Square Yebisu Garden Place Store, which opened in April 2022 as the flagship store, ispositioned as a next-generation supermarket that combined brick-and-mortar stores and an online
supermarket with the business concepts of Central Square (“making daily shopping not only moreconvenient but also more enjoyable”) and BIO-RAL (“organic, local, healthy, and sustainable”). It has been
performing well with the support of many customers.
Furthermore, in March 2022, as part of our efforts to realize a sustainable and flourishing society, we started
full-scale operation of one of the largest bio-gas power generation facilities in the Japanese retail industry at
Tempozan, which reduces food residues by more than 4,000 tons per year and creates renewable energy. The
Tempozan bio-gas power generation plant won the Award for Decarbonization at the Sustainability Video
Awards 2022, which is a joint project by the Ministry of Agriculture, Forestry and Fisheries, the Consumer
Affairs Agency and the Ministry of the Environment in January 2023. In addition, in April 2022, weswitched all electricity used at the Tokyo and Osaka headquarters and Central Square Nishi-miyahara Store,
adjacent to the Osaka headquarters, to power from renewable energy sources. At the same time, in response
to soaring electricity prices and tight power supply, stores and the headquarters are working to saveelectricity by adjusting the temperature settings of air conditioners and turning off some lights.

- 24 -

In addition, as part of our social contributions, we offered food products and daily supplies to those living in
Kyoto City who have evacuated from Ukraine to assist “Kyoto Citizens’ Acceptance Support Network for
Kyiv and Ukraine evacuees,” a support organization launched by Kyoto City and others.
We opened 11 new stores: Central Square Yebisu Garden Place Store (Tokyo) (mentioned above), Kameido
Clock Store (Tokyo) and Horikawa Kitayama Store (Kyoto) in April 2022, BIO-RAL Shinjuku Marui Store(Tokyo) in May, Moriguchi Takii Store (Osaka) and Nishiogikubo Store (Tokyo) in July, Toyosu Store(Tokyo), Hanazono Central Park Store (Osaka) and Shijoomiya Store (Kyoto) in September, VIERRA Maita
Store (Kanagawa) in October, and Ichigayayakuoji Store (Tokyo) in December. For existing stores, we also
temporarily closed the Hatsushiba Store in January 2021 for reconstruction works and continued operating
at a temporary store “Hatsushiba Higashi Store,” and opened the new “Hatsushiba Store” in December
2022. We also undertook major renovation of four existing stores to expand product lines and frozen foods
that meet the needs of health consciousness, simplicity and convenience at Shiki Store, Oyodonaka Store,
and Ichikawakokubun Store, and we set up one of the largest “BIO-RAL” sections in the Osaka region at theannex to the Central Square Namba Store, etc.
The Group’s operating revenue totaled ¥765,426 million as a result of the expansion of new stores andonline supermarkets, the strengthening of private brand products such as “BIO-RAL,” and implementing
product initiatives that sought to enhance the taste of products. On the other hand, as for selling, general andadministrative expenses, the Group saw increases in utilities expenses, various property expenses such as
rent expenses from opening new stores, and personnel expenses from increased hiring activities. Operating
profit was ¥19,148 million (¥22,932 million in the previous year), ordinary profit was ¥20,015 million(¥23,695 million in the previous year), and profit attributable to owners of parent was ¥13,327 million(¥15,208 million in the previous year).
Results by segment are as follows:
Retail Business
Operating revenue was ¥765,240 million, with net sales of ¥738,494 million, and segment profit of ¥19,683
million (¥23,556 million in the previous year).
Net sales by department were ¥323,247 million for fresh produce, ¥327,577 million for general food,¥64,667 million for lifestyle products, and ¥23,001 million for apparel.
Units: Millions of yen; figures in ( ) indicate percentage of net sales*Amounts less than one million yen are rounded down
Fresh produce

General foodLifestyleproducts

66th Fiscal Year
(2020/3 - 2021/2)

314,783

321,393

66,971(42.8)(43.6)

(9.1)

(3.2)

(1.3)

(100.0)67th Fiscal Year
(2021/3 - 2022/2)

323,082

324,343

64,82323,1509,680

745,080(43.4)(43.5)

(8.7)

(3.1)

(1.3)

(100.0)68th Fiscal Year(2022/3 - 2023/2)

323,247

327,577

64,66723,001–

738,494(43.8)(44.3)

(8.8)

(3.1)

(–)

(100.0)- 25 -

Apparel

23,516

Tenants

Total

9,680

736,346

Other Business
Operating revenue from LIFE FINANCIAL SERVICE was ¥2,577 million (¥2,415 million in the previousyear), with segment profit of ¥332 million (¥139 million in the previous year).
New store information for March 2022 to February 2023
Apr. 2022 Central Square Yebisu Garden Place Store(Tokyo)Apr. 2022 Horikawa Kitayama Store (Kyoto)

Apr. 2022 Kameido Clock Store (Tokyo)

May 2022 BIO-RAL Shinjuku Marui Store (Tokyo)

Jul. 2022

Jul. 2022

Moriguchi Takii Store (Osaka)

Nishiogikubo Store (Tokyo)

Sep. 2022 Toyosu Store (Tokyo)

Sep. 2022 Hanazono Central Park Store (Osaka)

Sep. 2022 Shijoomiya Store (Kyoto)

Oct. 2022 VIERRA Maita Store (Kanagawa)Dec. 2022 Ichigayayakuoji Store (Tokyo)- 26 -

2.

Capital expenditures
Major capital expenditures during the fiscal year under review are as follows:(1) Stores opened during the fiscal year under review
Osaka Region:
Tokyo Region:

Horikawa Kitayama Store, Moriguchi Takii Store, Hanazono Central Park Store,
Shijoomiya Store, Hatsushiba Store (reconstruction)
Central Square Yebisu Garden Place Store, Kameido Clock Store, BIO-RAL
Shinjuku Marui Store, Nishiogikubo Store, Toyosu Store, VIERRA Maita Store,
Ichigayayakuoji Store(2) Stores that underwent large-scale renovation during the fiscal year under review
Osaka Region:
Tokyo Region:

Shiki Store, Oyodonaka Store, Central Square Namba Store
Ichikawakokubun Store

Financing for the abovementioned facilities was primarily allocated from the Group’s own funds.
3.

Financing
Not applicable.

- 27 -

4.

Trends in assets and operating results(1) Trends in assets and operating results of the corporate group
PeriodCategory

65th Fiscal Year

66th Fiscal Year

67th Fiscal Year

ended February 2020

ended February 2021

ended February 2022

68th Fiscal Year(fiscal year underreview)
ended February 2023

Operating revenue (Millions of yen)

714,684

759,146

768,335

765,426

Ordinary profit(Millions of yen)

14,55828,156

23,69520,015

Profit attributable to owners ofparent(Millions of yen)

7,834

17,824

15,20813,327

Earnings per share(Yen)

167.17380.32324.50284.35

Total assets(Millions of yen)

262,053

268,307270,229

280,810

Net assets(Millions of yen)

81,36097,560110,299

122,002

1,735.94

2,081.61

2,353.44

2,599.79

Net assets per share
Notes:(Yen)

1. Earnings per share is calculated based on the average number of shares outstanding during each fiscal year, and theamount of net assets per share is calculated based on the total number of shares outstanding at the end of each fiscal year.
Treasury shares are excluded from the average number of shares outstanding during each fiscal year and from the total
number of shares outstanding at the end of each fiscal year.
2. Amounts less than one million yen are rounded down, except for amounts of earnings per share and net assets per share.
3. The Group has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020),
etc. from the beginning of the fiscal year under review, and each figure for the fiscal year under review is the figure after
applying the accounting standard, etc.

(2) Trends in assets and operating results of the reporting company
PeriodCategory

65th Fiscal Year
ended February 2020

66th Fiscal Year
ended February 2021

67th Fiscal Year
ended February 2022

68th Fiscal Year(fiscal year underreview)
ended February 2023

Operating revenue (Millions of yen)

713,879

758,259

767,379

765,240

Ordinary profit(Millions of yen)

14,541

27,972

23,556

19,683

Profit(Millions of yen)

7,787

17,665

15,066

12,977(Yen)

166.15376.93321.46276.87

Total assets(Millions of yen)

269,377

274,950275,299

283,477

Net assets(Millions of yen)

82,616

98,170110,634

120,563

1,762.74

2,094.63

2,360.60

2,569.11

Earnings per share

Net assets per share
Notes:(Yen)

1. Earnings per share is calculated based on the average number of shares outstanding during each fiscal year, and theamount of net assets per share is calculated based on the total number of shares outstanding at the end of each fiscal year.
Treasury shares are excluded from the average number of shares outstanding during each fiscal year and from the total
number of shares outstanding at the end of each fiscal year.
2. Amounts less than one million yen are rounded down, except for amounts of earnings per share and net assets per share.
3. The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31,2020), etc. from the beginning of the fiscal year under review, and each figure for the fiscal year under review is thefigure after applying the accounting standard, etc.

- 28 -

5.

Significant parent company and subsidiaries(1) Parent company
Not applicable.
(2) Significant subsidiaries
Company name

LIFE FINANCIAL SERVICE

6.

Share capital¥499 million

Ownership

Principal lines of business100.0%

Credit card and e-money business

Issues to be addressed
As for the future economic outlook for Japan, the government’s response to COVID-19 is under review, andinbound demand is expected to grow as socioeconomic activities begin to normalize. Overseas, however,excessive inflation, frequent natural disasters, fiscal, monetary, and trade policies in Europe and the UnitedStates, economic trends in China, the situation in Ukraine, and other geopolitical risks continue to affect theJapanese economy, and the situation remains less optimistic.
In the retail industry, rising wages will support consumption in addition to the accumulation of householdsavings due to COVID-19, but the retail industry is still in a difficult situation due to concerns about
deteriorating corporate earnings, high prices, declining demand for eating at home due to renewed responses
to COVID-19, and a drop in consumer confidence.
In this difficult environment, we decided to extend the scope of the 6th Medium-Term Plan by one year,
making fiscal 2022 its final year, in order to address issues remaining from the COVID-19 pandemic. Thisplan, which commenced in fiscal 2018, aims to make each of our stores No. 1 in the area with even greater
trust from customers
In the 6th Medium-Term Plan, while reassessing the issues that the Company is facing, we have clearly
expressed the Group’s vision as the “True to LIFE Declaration,” comprised of three keywords: “delicious,”“exciting,” and “happy.” To achieve this vision, we have worked on the action plan, such as the following:
The store is the star!, Investment in people, Investment in stores, Investment in merchandise, LIFE’s
strengths, Activities to instill, develop, and maintain the concept of “True to LIFE,” and Strategy to support“True to LIFE.”
Based on the reflections of the 6th Medium-Term Plan and changes in the external environment, we haveformulated the 7th Medium-Term Plan, which will begin in fiscal 2023, to realize our Corporate Philosophy,
Vision, and the “True to LIFE Declaration,” with a view to looking toward to what we want to be in fiscal
2030. The three main themes that we will address are as follows.
- Investment in people – We aim to increase motivation through employee growth and satisfaction, which
will advance the 7th Medium-Term Plan and lead to company growth.
- Break away from homogeneous competition – We aim to provide customers with a comfortable shopping
experience by expanding our internet business while refining our unique products and services in order torealize seamless and convenient shopping.
- Contributing towards the realization of a sustainable and flourishing society – As a “lifeline for thecommunity” – we aim to implement initiatives necessary for a sustainable and flourishing society(reduction of environmental impacts, contribution to the local community, etc.).
In promoting the three themes, all employees will personally engage in “kaizen” activities under the slogan
of “Linking the Circle of Kaizen” in order to promote efficiency and secure funds for investment to realize
the 7th Medium-Term Plan, even in the current situation of labor shortages.
Through the abovementioned measures, we aim to improve our corporate value and achieve sustained
growth, as a business entity that is trusted by customers, society and employees.

- 29 -

While wages are expected to rise in addition to the accumulation of household savings as social andeconomic activities move toward normalization, there are concerns that consumer confidence will decline
due to lower demand for eating at home and higher prices, making it extremely difficult to discern
performance trends. Even though the outlook remains unclear, however, for the first year of the 7th
Medium-Term Plan (fiscal 2023), the Group forecasts operating revenue of ¥801.0 billion (up 4.6% year onyear), operating profit of ¥19.8 billion (up 3.4% year on year), ordinary profit of ¥20.5 billion (up 2.4% year
on year), and profit attributable to owners of parent of ¥13.5 billion (up 1.3% year on year). Although we
may revise our business outlook in response to changes in the social and economic environment, we will
steadily implement all measures to “realize our Corporate Philosophy, Vision, and the True to LIFE
Declaration,” which are the goals of the 7th Medium-Term Plan.
7.

Principal lines of business (as of February 28, 2023)
The Group is mainly engaged in the retail business, handling fresh produce, general food, sundries and otherlifestyle products, apparel, and the credit card and e-money business. The Group also conducts incidental
operations, including the leasing of stores.

8.

Major business locations (as of February 28, 2023)
LIFE: 296 stores
Osaka
Kyoto
Hyogo
Nara

164 stores in the Osaka Region
126 stores
18 stores
17 stores
3 stores

132 stores in the Tokyo RegionTokyo
90 stores
Kanagawa
30 stores
Saitama
7 storesChiba
5 stores(1) Logistics centers and other locations of the Company
1) Osaka

2) Tokyo3) Saitama

4) Chiba
5) Kanagawa

Nanko Food Process Center
Sakai Food Process Center
Suminoe Logistics Center
Shintempozan Low Temperature Logistics Center
Tempozan Food Process Center
Osaka Hirabayashi Comprehensive Logistics Center
Osaka Hirabayashi Food Process Center
Higashigotanda Satellite Delicatessen Center
Sakurashinmachi Satellite Delicatessen Center
Kurihashi Food Process Center
Yoshikawa Ekimae Bakery Center
Kazo Food Process Center
Matsudo Comprehensive Logistics Center
Funabashi Food Process Center
Kawasaki Comprehensive Logistics Center(2) Head offices and headquarters of subsidiaries
LIFE FINANCIAL SERVICE
Head Office and Headquarters (Taito-ku, Tokyo)- 30 -

9.

Employees (as of February 28, 2023)(1) Employees of the corporate group

Note:

Number of employees

Increase/decrease from theprevious fiscal year-end

7,125

+278

In addition to the above, the average number of part-timers employed during the period was 24,520 (converted on an eighthour workday basis).

(2) Employees of the reporting company
Increase/decrease from theprevious fiscal year-end

Number of employees
7,117
Note:

Average age

Average years of service

41.0 years old+278

15.3 years

In addition to the above, the average number of part-timers employed during the period was 24,520 (converted on an eighthour workday basis).

10. Major creditor banks and balance of borrowings (as of February 28, 2023)(Millions of yen)
Creditor banks

Balance of borrowings

Sumitomo Mitsui Trust Bank, Limited

18,132The Norinchukin Bank

16,760MUFG Bank, Ltd.

10,525

Sumitomo Mitsui Banking Corporation

5,756

Mizuho Bank, Ltd.

4,466

Resona Bank, Limited

1,356

Development Bank of Japan Inc.

1,212

The Shoko Chukin Bank, Ltd.

636

Note:

Amounts less than one million yen are rounded down.

11. Other important matters relating to the current status of the corporate group
Not applicable.

- 31 -

II. Shares of the Company (as of February 28, 2023)
1. Total number of authorized shares
2. Total number of issued shares
3. Number of shareholders
4. Major shareholders

120,000,000 shares
49,450,800 shares (including 2,438,486 treasury shares)
7,676
Number of shares held
Shareholding ratio (%)(shares)Name
Mitsubishi Corporation

10,562,500

22.5

Seishin Kosan Corporation

5,382,000

11.4

The Master Trust Bank of Japan, Ltd. (Trust Account)

3,238,500

6.9

LIFE Sport Foundation

3,229,200

6.9

LIFE Mutual Prosperity Association

2,322,212

4.9

Sumitomo Mitsui Trust Bank, Limited

2,264,000

4.8

The Norinchukin Bank

2,100,276

4.5

Custody Bank of Japan, Ltd. (Trust Account)

1,104,200

2.3

SUMITOMO LIFE INSURANCE COMPANY

737,000

1.6

Nobutsugu Shimizu

701,400

1.5

Note:

The shareholding ratio is calculated after deducting treasury shares (2,438,486 shares).
The treasury shares do not include 84,300 shares of the Company held by Custody Bank of Japan, Ltd. as trust assets for the“Trust for Delivering Shares to Directors.”

5. Other important matters related to shares
At its meeting held on January 16, 2023, the Board of Directors passed a resolution for the disposal oftreasury shares as restricted stock compensation.
(1) Classes of shares disposed ofOrdinary shares of the Company(2) Allotted parties
550 employees, 55,000 shares(3) Date of payment
February 27, 2023
(4) Reason for disposal
The Company disposed of treasury shares for the purpose of providing employees of the Company
who meet certain requirements with incentives to achieve sustainable enhancement of the Group’s
corporate value and to further promote the sharing of value with shareholders.
(Reference) Distribution of shares by shareholder type
Foreign corporations, etc.
7.46%
Financial institutions
25.61%
Individuals and others
11.86%
Treasury shares
4.93%
Securities firms
1.36%
Other domestic corporations 48.78%
III. Share acquisition rights, etc. of the Company
Not applicable.

- 32 -

IV. Company Officers
1. Directors and Corporate Auditors (as of February 28, 2023)
Position

Name

Responsibilities of the Company and significant concurrent
positions outside the Company
Group CEO of Business Group Headquarters

Representative Director and President

Takaharu Iwasaki

Member of the Nomination & Remuneration Advisory Committee
Representative Director and Vice President of Nihon Ryutsu
Sangyo Co., Ltd.
Representative Director and Chairman of LIFE FINANCIALSERVICE

Director & Senior Managing Executive
Toshiaki Namiki
Officer

Assistant to the President and Group CEO of Development Group
Headquarters

Director & Senior Managing Executive

Group CEO of Corporate Functions Group Headquarters andOfficer
Director & Managing Executive
Officer
Director & Managing Executive
Officer

Tomehisa Morishita
Takashi Sumino
Nobuyuki Kawai

Division COO of Information Strategy Division
Group CEO of Infrastructure Group Headquarters
Deputy Group CEO of Corporate Functions Group Headquarters
and Division COO of Corporate Finance and Accounting Division
Chairperson of the Nomination & Remuneration Advisory
Committee

Director

Koichi Narita

Director

Haruhiko Yahagi

Director

Hiroko Kono

Director

Takashi Katayama

Full-Time Corporate Auditor

Kaoru Sueyoshi

Corporate Auditor

Junichi Hamahira

Certified tax accountant

Corporate Auditor

Mitsuo Maki

Attorney at law

Corporate Auditor

Naoko Miyatake

Member of the Nomination & Remuneration Advisory Committee

Notes:

1. The Company has established a Nomination & Remuneration Advisory Committee, with an independent outside Director
as the chair, as a non-mandatory advisory body to the Board of Directors.
2. Koichi Narita, Haruhiko Yahagi, Hiroko Kono, and Takashi Katayama are outside Directors. The Company has submitted
notification to the Tokyo Stock Exchange that they have been appointed as independent officers.
3. Junichi Hamahira, Mitsuo Maki, and Naoko Miyatake are outside Corporate Auditors. The Company has submitted
notification to Tokyo Stock Exchange that they have been appointed as independent officers.
4. Corporate Auditor Junichi Hamahira is a certified tax accountant and has considerable knowledge of finance andaccounting.
5. Corporate Auditor Mitsuo Maki is well-versed in corporate legal affairs as an attorney at law and has sufficient knowledge
to audit corporate management.
6. Corporate Auditor Naoko Miyatake has sufficient knowledge to audit corporate management, given her extensive
experience as a corporate executive.
7. The Company has entered into a directors and officers liability insurance policy, as defined in Article 430-3, paragraph (1)of the Companies Act, with an insurance company. The scope of those insured by this policy is Directors and Corporate
Auditors of the Company, as well as Directors and Corporate Auditors of the Company’s subsidiaries. The insured do not
pay insurance premiums. This insurance policy provides coverage for damages that may arise from the assumption of
liability incurred in the course of the execution of duties by the insured or claims pertaining to the pursuit of such liability.
The Company plans to renew the insurance policy with the same contents at the next renewal.

- 33 -

2. Changes to Directors during the fiscal year under review(1) New appointment
At the 67th Annual General Meeting of Shareholders held on May 26, 2022, Takashi Katayama wasnewly elected and appointed as Director.
(2) Retirement
Directors Nobutsugu Shimizu and Hayuru Tsutsumi retired upon the expiry of their terms of office at
the conclusion of the 67th Annual General Meeting of Shareholders held on May 26, 2022.
(3) Changes in positions and responsibilities of Directors during the fiscal year under review
Not applicable.
(4) Changes in positions and responsibilities of Directors after the end of the fiscal year under review
Not applicable.
3. Total amount of remuneration for Directors and Corporate Auditors
Total amount of remuneration by type(millions of yen)

Total amount of
remuneration(Millions of yen)Fixed remuneration

Performance-linked
remuneration

Director(of which outside Directors)

206
(32)

206
(32)

0
(–)

11
(5)

Corporate Auditor(of which outside Corporate
Auditors)

45
(32)

45
(32)

–
(–)

4
(3)

Total
(of which outside officers)

252
(65)

252
(65)

0
(–)

15
(8)

Category

Notes:

Number of recipients

1. The abovementioned figures include two Directors (including one outside Director) who retired at the conclusion of
the 67th Annual General Meeting of Shareholders held on May 26, 2022.
2. At the 52nd Annual General Meeting of Shareholders held on May 24, 2007, it was resolved that remuneration for
Directors shall be no more than ¥35,000 thousand per month. The number of Directors at the conclusion of this General
Meeting of Shareholders was 14.
In addition, separate from the above monetary remuneration, at the 64th Annual General Meeting of Shareholders heldon May 23, 2019, it was resolved that the upper limit of money contributed by the Company to the board benefit trust
for performance-linked share remuneration shall be ¥200,000 thousand in total for the five fiscal years from the fiscal
year ended February 29, 2020 to the fiscal year ending February 29, 2024 (the term of which may be extended), andthat the total number of points to be granted as share remuneration shall be no more than 20,000 points (where one
point equates to one share in the Company) for each fiscal year (outside Directors and non-residents of Japan shall not
be eligible for share remuneration). The number of Directors (excluding outside Directors) at the conclusion of thisAnnual General Meeting of Shareholders was seven.
3. At the 64th Annual General Meeting of Shareholders held on May 23, 2019, it was resolved that the remuneration for
Corporate Auditors shall be no more than ¥6,000 thousand per month. The number of Corporate Auditors at theconclusion of this General Meeting of Shareholders was four.

- 34 -

4. Policies for determining remuneration for Directors and other officers(1) Remuneration for Directors
At the Board of Directors meeting held on March 15, 2019, the Company passed a resolution on thedecision-making policy related to remuneration of individual Directors.
The basic policy for remuneration of Directors is to appropriately reflect the Company’s performance andindividual contribution in remuneration for each component described below, considering industry levels
and levels of similar sized companies with reference to survey results from external institutions.
In addition, the Company has adopted performance-linked remuneration for the purpose of increasing the
Directors’ motivation to contribute to improving medium-to-long-term performance and increasing
corporate value.
Remuneration for outside Directors is comprised solely of role-based remuneration in light of their role andindependence.
In order to ensure transparency and fairness of the process for determining remuneration for Directors, theNomination & Remuneration Advisory Committee, a majority of whose members are outside officers andwhich is established as an advisory body to the Board of Directors, deliberates on remuneration and reports
its findings to the Board of Directors. The Board of Directors has passed a resolution that it will make its
decision in accordance with the details of such findings. Furthermore, regarding the remuneration ofindividual Directors for the fiscal year under review, the Board of Directors has confirmed that the methodfor determining the content of remuneration and the determined content of remuneration are consistent withthe decision-making policy, and the report from the Nomination & Remuneration Advisory Committee isrespected, and it is judged that the content is in line with the policy.
Members of the Nomination & Remuneration Advisory Committee include the Representative Director,
independent outside Directors, and independent outside Corporate Auditors. The reason for including
independent outside Corporate Auditors in the Nomination & Remuneration Advisory Committee is to makemore appropriate decisions about the nomination and remuneration of Directors by receiving opinions on
nomination and remuneration of Directors from members of the Board of Corporate Auditors.
[Components of Director remuneration](i)Role-based remuneration: Remuneration paid for duties and responsibilities as Director,
outside Director, or Representative Director (Fixed
remuneration)(ii) Remuneration for businessexecution: Remuneration paid for performing duties and responsibilities aswell as for the results of business executed (individually
determined commensurate with the state of business execution
and other factors of each Director, based on a range of
remuneration set according to duties and responsibilities)(iii) Performance-linked remuneration : Based on target figures for consolidated ordinary profit, which is
the Company’s management target, each Director is granted
points, which are converted into shares, determined for eachposition according to the achievement of the targets for eachfiscal year. The Company’s shares are then delivered based on
the number of points. (The Board of Directors determines thetarget figures each fiscal year, and achieving the targeted
ordinary profit is required.)- 35 -

[Performance-linked remuneration]
This is a performance-linked share remuneration plan (the “Plan”), established in accordance with thedetails of a resolution at the General Meeting of Shareholders, under which the Company grants points
pursuant to the Director Performance-Linked Share Distribution Regulations set by the Board of Directors
and delivers shares based on the total number of points accumulated at retirement.
A target figure for consolidated ordinary profit, which is the Company’s management target, is used as anindicator for remuneration, and each Director is granted points, which are converted into shares, determinedfor each position according to the achievement of the targets for each fiscal year as follows.

- 36 -

● Points to be granted are calculated based on the following formula (rounded down to the nearest integer).
Points to be granted = position-based base points(*1) x performance-linked coefficient(*2)(*1) Position-based base points
Position

Position-based base points

Director & Chairman

1,716

Director and President

2,439

Director & Senior Managing Executive
Officer

1,084

Director & Managing Executive Officer

767

Director & Senior Executive Officer

496(*2) The performance-linked coefficient is set, as below, between 0.0 and 1.5, based on the achievementof the target for ordinary profit(*3) for the corresponding evaluation period.
Achievement level of the target for ordinary
profitPerformance-linked coefficient

120% and higher

1.5

100% and higher, less than 120%

2.5 x achievement level - 1.5

90% and higher, less than 100%

6.0 x achievement level - 5.0

Less than 90%0.0(*3) The target for ordinary profit is determined by the Board of Directors each fiscal year. Achieving thetargeted ordinary profit is required for the target to be considered achieved.
The Plan aims to increase Directors’ motivation to contribute to improving medium- to long-term
performance and increasing the Company’s corporate value by better clarifying the link between the
Company’s share value and Directors’ remuneration in addition to granting shares based on performance foreach fiscal year, having these Directors benefit from the advantages of rising share prices while at the sametime assuming the risks of falling share prices, and sharing the benefits and risks of share price fluctuations
with shareholders.
The Company selected consolidated ordinary profit as a target indicator based on this premise because it
was determined to be an appropriate indicator for improving the ordinary state of management of theCompany, and because achieving this business target will maintain a strong motivation toward performance.
Furthermore, the target consolidated ordinary profit for the fiscal year under review is a profit of ¥23.9
billion, and the remuneration will not be provided unless the consolidated ordinary profit reaches at least
90% of the target. The actual results for the fiscal year under review were a profit of ¥20,015 million, which
is 83.7% of the target. As the payment requirement has not been met, no performance-linked remuneration
corresponding to the points granted in accordance with the target level achieved has been recorded as an
expense in accordance with the Director Performance-Linked Share Distribution Regulations.
(2) Remuneration for Corporate Auditors
Remuneration for Corporate Auditors is determined by discussion among Corporate Auditors within thelimits of the total remuneration determined by the General Meeting of Shareholders, with the results of suchdetermination reported to the Board of Directors.
(3) Process of determining remuneration and limits of remuneration for Directors and other officers
In accordance with the above basic policy and the remuneration limits resolved by the General Meeting of
Shareholders, the Nomination & Remuneration Advisory Committee deliberates on and evaluates theamounts of Director remuneration, and the Board of Directors passes a resolution on the decision based on
the reports of the Nomination & Remuneration Advisory Committee. Further, remuneration limits for
Directors and other officers are as follows.

- 37 -

Directors:

No more than ¥35 million per month (pursuant to the resolution at the 52nd Annual
General Meeting of Shareholders held on May 24, 2007)
Corporate Auditors: No more than ¥6 million per month (pursuant to the resolution at the 64th Annual
General Meeting of Shareholders held on May 23, 2019)
Separate from the limits above, a resolution on the Plan was passed at the 64th Annual General Meeting of
Shareholders held on May 23, 2019, whereby the target period of the trust established for the Plan shall befive fiscal years from the fiscal year ended February 29, 2020, to the fiscal year ending February 29, 2024
(the target period may be extended). The maximum amount of contributions was set at ¥200 million.
Officers eligible for payment under the Plan are Directors excluding outside Directors.

- 38 -

5. Outside Directors and outside Corporate Auditors(1) Relationships between the Company and organizations where outside officers hold importantconcurrent positions
Not applicable.
(2) Major activities during the fiscal year under review
Category

Name

Attendance at meetings, comments made, and outline of duties performed inrelation to the roles expected of outside Directors
He attended all 17 Board of Directors meetings held during the fiscal year underreview, actively offered opinions in the meetings that were mainly based on his
expertise and from a perspective of a corporate executive with rich experience,

Director

Koichi Narita

and fulfilled appropriate roles in ensuring appropriate and proper decisionmaking.
He also serves as the chairperson of the Nomination & Remuneration Advisory
Committee.
He attended all 17 Board of Directors meetings held during the fiscal year underDirector

Haruhiko Yahagi

review, actively offered opinions in the meetings mainly based on his deep
knowledge of the retail industry and digital marketing, and fulfilled appropriate
roles in ensuring appropriate and proper decision-making.
She attended all 17 Board of Directors meetings held during the fiscal year
under review, actively offered opinions in the meetings mainly based on her

Director

Hiroko Kono

deep knowledge of human resource development and from a perspective of aninvestor, and fulfilled appropriate roles in ensuring appropriate and proper
decision-making.
He attended 13 of the 14 Board of Directors meetings held during the fiscal year
under review after his appointment, actively offered opinions in the meetings

Director

Takashi Katayama

mainly based on his rich experience of a corporate executive and high level ofknowledge related to logistics environment systems and overseas logistics, andfulfilled appropriate roles in ensuring appropriate and proper decision-making.

Corporate Auditor

Junichi Hamahira

He attended all 17 Board of Directors meetings and all 14 Board of Corporate
Auditors meetings held during the fiscal year under review and provided
remarks that were mainly based on his expertise as a certified tax accountant.

Corporate Auditor

Mitsuo Maki

He attended all 17 Board of Directors meetings and all 14 Board of Corporate
Auditors meetings held during the fiscal year under review and provided
remarks that were mainly based on his expertise as an attorney at law.
She attended all 17 Board of Directors meetings and all 14 Board of Corporate
Auditors meetings held during the fiscal year under review and provided

Corporate Auditor

Naoko Miyatake

remarks that were mainly based on her expertise as a corporate executive.
She also serves as a member of the Nomination & Remuneration Advisory
Committee.

(3) Matters pertaining to limited liability agreements
The Company has entered into limited liability agreements with Directors Koichi Narita, Haruhiko
Yahagi, Hiroko Kono, and Takashi Katayama, as well as Corporate Auditors Junichi Hamahira, Mitsuo
Maki, and Naoko Miyatake, to limit their liability stipulated in Article 423, paragraph (1) of theCompanies Act. Under these limited liability agreements, their liability shall be limited to the minimum
liability amount provided for under Article 425, paragraph (1) of the Companies Act.

- 39 -

V.

Accounting Auditor

1. Name

KPMG AZSA LLC

2. Amount of remuneration
Amount of
remuneration(Millions of yen)Amount of remuneration for the Accounting Auditor for the fiscal year under review

40

Total amount of money and other economic benefits payable by the Company and its
subsidiaries

40

Notes:

1. In the audit agreement between the Company and the Accounting Auditor, no clear distinction is made between theamounts of remuneration for audits pursuant to the Companies Act and audits pursuant to the Financial Instruments andExchange Act, and in practical terms such distinction cannot be made. Accordingly, the amount of remuneration stated
for the fiscal year under review is the total of those amounts.
2. The Board of Corporate Auditors received explanations from the Accounting Auditor on the auditing time required forthe accounting audit plan for the fiscal year under review, verified and assessed the performance for the previous fiscal
year, and scrutinized the efficiency of the audit services, the reasonableness of the Accounting Auditor’s execution of theaudit, and the assumptions used to calculate the quotation that forms the basis for the remuneration. As a result, it hasgiven its approval to the remuneration for the Accounting Auditor.

3. Policy on decisions of dismissal or non-reappointment of the Accounting Auditor
If the Board of Corporate Auditors of the Company determines that the Accounting Auditor falls under anyof the items in Article 340, paragraph (1) of the Companies Act, the Company shall dismiss the Accounting
Auditor based on the unanimous consent of the Corporate Auditors. If, based on a comprehensive judgmenton the state of the execution of duties by the Accounting Auditor, the Board of Corporate Auditors
determines that the properness and reliability of the audit cannot be ensured, the Board of Corporate
Auditors shall determine the content of a proposal pertaining to the dismissal or non-reappointment of the
Accounting Auditor to be submitted to the General Meeting of Shareholders.

- 40 -