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: 8218
(May 31, 2024)
Start date of measures for providing information in electronic format: May 24, 2024
To our shareholders:Yuichiro Sasage
President and CEO
KOMERI CO., LTD.
4501-1, Shimizu, Minami-ku, Niigata-shi

NOTICE OF THE 63RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 63rd Ordinary General Meeting of Shareholders of KOMERI CO., LTD. (the“Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights via the internet, etc. or inwriting (postal mail). Please exercise your voting rights no later than Thursday, June 20, 2024 at 6:00 p.m. (Japan
Standard Time) after reviewing the attached Reference Documents for the General Meeting of Shareholders.
When convening the General Meeting of Shareholders, the Company takes measures for electronic provision of
information that constitutes the content of Reference Documents for the General Meeting of Shareholders (items forwhich the measures for providing information in electronic format will be taken). This information is posted on eachof the following websites, so please access either of the websites to confirm the information.
The Company’s website:
https://www.komeri.bit.or.jp/ir/general_meeting/ (in Japanese)
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “KOMERI” in “Issue name (company
name)” or the Company’s securities code “8218” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting].”)
1. Date and Time: Friday, June 21, 2024 at 10:00 a.m. (Japan Standard Time)(Reception to begin at 9:00 a.m.)
2. Venue:
Large Conference Room (4th Floor), Head Office of the Company
4501-1, Shimizu, Minami-ku, Niigata-shi
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 63rd Term (from April 1, 2023 to March 31,2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 63rd Term (from April 1, 2023 to March 31, 2024)
Items to be resolved:<Proposals from the Company (Proposal No. 1 to Proposal No. 3)>
Proposal No. 1
Election of Nine (9) Directors (Excluding Audit and Supervisory Committee Members)
Proposal No. 2
Election of Three (3) Directors Serving as Audit and Supervisory Committee Members
Proposal No. 3
Election of Accounting Auditor-1-

<Proposals from our shareholder (Proposal No. 4 and Proposal No. 5)>
Proposal No. 4
Partial Amendment to the Articles of Incorporation (Organization for Determining
Dividends of Surplus, Etc.)
Proposal No. 5
Appropriation of Surplus-2-

Reference Documents for the General Meeting of Shareholders<Proposals from the Company (Proposal No. 1 to Proposal No. 3)>
Proposal No. 1

Election of Nine (9) Directors (Excluding Audit and Supervisory Committee Members)

All nine (9) current Directors (excluding Audit and Supervisory Committee Members, the same shall apply
hereinafter for this proposal) will conclude their terms of office at the conclusion of this meeting.
Accordingly, the Company proposes that nine (9) Directors be elected.
The Audit and Supervisory Committee of the Company has determined that all of the candidates for Directors in this
proposal are qualified to serve as Director.
The candidates for Director were resolved to be nominated after the deliberations at the Nomination andRemuneration Committee, a voluntary committee with a majority of Independent Outside Directors.
The candidates for Director are listed below.
No.
1
2
3
4

Yuichiro Sasage
Tadashi Tanabe
Hiroshi Hayakawa
Naoshi Hosaka

Name
Male
Male
Male
Male

Current position in the Company
President and Chief Executive Officer
Director and Managing Executive Officer
Director and Managing Executive Officer
Director and Managing Executive Officer

5

Shuichi Matsuda

Male

Outside Director

6

Hiromu Wada

Male

Outside Director

7

Misako Kikuchi

FemaleOutside Director

8
Katsushi Suzuki
Male
Director and Executive Officer
9
Shigeyuki Mori
Male
Director and Executive Officer
Reelection: Candidate for reappointment as Director
Outside: Candidate for Outside Director
Independent: Independent Director as stipulated by the Stock Exchange-3-

Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
Reelection

No.

Name
(Date of birth)

Career summary, position in the Company and responsibilities
Apr. 1988
June 1992
Mar. 1996
June 1997
June 2002
June 2003
June 2014
June 2020

1

2

Number of theCompany’s shares
ownedJoined the Company
Director of the Company
Managing Director of the Company
Executive Director of the Company
Executive Vice-President of the Company
President and COO of the Company
Yuichiro Sasage
President, CEO and COO of the Company(May 20, 1956)
President and Chief Executive Officer of theCompany(present positions)
Reelection[Significant concurrent positions outside the Company]
1,374,921
Number of years in office
President, HOKUSEI SANGYO Co., Ltd.
32 yearsPresident, LIFE KOMERI Inc.
President, MOVIE TIME Co., Ltd.
Attendance at Board ofPresident, Bit-A Co., Ltd.
Directors’ Meetings
President, KOMERI CAPITAL Co., Ltd.
12/12 (100%)
President, KOMERI CREATE Co., Ltd.
President, KOMERI SUPPORT Co., Ltd.
Chairman, KOMERI Midori Ikuseizaidan(Public Interest Incorporated Foundation)
Chairman, KOMERI Disaster Management Center(Non-profit Organization)[Reasons for nomination as a candidate for Director]
Yuichiro Sasage, since being appointed as President in June 2003, has devoted himself to the further expansion of thehome center business, including the development of “Power” store format, and in addition, has demonstrated
responsibility and leadership in the expansion of the Group’s business in his position as Chief Executive Officer (CEO)since June 2014; he has been appropriately supervising management in general. He was nominated to continue in theposition of Director to help drive the sustained growth of the Group’s corporate value.
Mar. 1981
Joined the Company
June 2009
Executive Officer of the Company
Tadashi Tanabe
June 2012
Director and Executive Officer of the Company(September 1, 1958)
May 2018
Managing Director and Managing Executive
Officer of the Company
Reelection
June 2020
Director and Managing Executive Officer
Responsible for Store Operations, Overseas
6,218
Number of years in officeBusiness Operations, General Manager of
12 years
Quality Control Department and Responsible
for Compliance of the Company
Attendance at Board of
May 2023
Director and Managing Executive Officer
Directors’ Meetings
Responsible for Store Operations, Overseas
12/12 (100%)
Business Operations, and Compliance of theCompany (present positions)[Reasons for nomination as a candidate for Director]
Tadashi Tanabe has been involved in the operations of the Merchandising Department, including
purchasing/procurement and product development for many years, and has extensive knowledge and experience inoperations at various store formats including “Power,” “PRO,” “Hard & Green,” and “Athena.” He also has been
engaged in the affairs of the construction and remodeling businesses. He has helped boost the Group’s corporate value
through the use of his extensive knowledge. He was nominated to continue in the position of Director to help drive thesustained growth of the Group’s corporate value.

-4-

No.

Name
(Date of birth)

Career summary, position in the Company and responsibilities
Aug. 1985
Jan. 2011
June 2012
June 2021

3

4

Number of theCompany’s shares
ownedJoined the Company
Executive Officer of the Company
Hiroshi Hayakawa
Director and Executive Officer of the Company(August 22, 1963)
Director and Managing Executive Officer of theCompany
Reelection
Apr. 2024
Director and Managing Executive Officer
Responsible for Finance and Accounting,
8,832
Number of years in office
Strategic Planning, Affiliate Company, and12 yearsPublic Relations of the Company (present
positions)
Attendance at Board of[Significant concurrent positions outside the Company]
Directors’ Meetings
President, KOMERI SUPPORT Co., Ltd.
12/12 (100%)
Managing Director, LIFE KOMERI Inc.
Managing Director, MOVIE TIME Co., Ltd.
[Reasons for nomination as a candidate for Director]
Hiroshi Hayakawa has proactively shared his opinions at Board of Directors’ meetings as the Director responsible forthe strategic planning department, and has appropriately supervised management. In addition, as the Director
responsible for management of affiliated companies, he has enhanced the synergy of Group businesses and helped boost
the Group’s corporate value. He was nominated to continue in the position of Director to help drive the sustained
growth of the Group’s corporate value.
Mar. 1994
Joined the Company
Naoshi Hosaka(February 28, 1969)
June 2012
Executive Officer of the Company
June 2014
Director and Executive Officer of the Company
Reelection
June 2023
Director and Managing Executive Officer
Responsible for Store Development and
4,100
Number of years in officeConstruction, and General Manager of Store
10 years
Planning Department of the Company (present
positions)
Attendance at Board of
Directors’ Meetings
12/12 (100%)[Reasons for nomination as a candidate for Director]
Naoshi Hosaka has extensive knowledge and experience in store management as the Director responsible fordevelopment and construction as well as store planning. He also has been engaged in improving profits from store
operations, including improving productivity at stores and evolving the standard model for each format, and has helped
to boost the Group’s corporate value. He was nominated to continue in the position of Director to help drive thesustained growth of the Group’s corporate value.

-5-

No.

Name
(Date of birth)

Career summary, position in the Company and responsibilities
Apr. 1986

5

6

Number of theCompany’s shares
owned

Associate Professor of Waseda University
SystemResearch Institute
Shuichi Matsuda
Apr.
1991
Professorof Waseda University System(October 1, 1943)
Research InstituteApr. 1997
Professor of MBA Program, Waseda University
Reelection
Graduate School of Asia-Pacific Studies
OutsideJune 2000
Outside Director of the Company (present
Independent
position)
6,100
Number of years in office
Apr. 2007
Professor of Technology Management, Waseda
24 years
University Graduate School of Commerce
Apr. 2012
Emeritus Professor of Waseda University
Attendance at Board of(present position)
Directors’ Meetings[Significant concurrent positions outside the Company]
12/12 (100%)
Founder of WERU INVESTMENT CO., LTD.
Emeritus Professor of Waseda University[Reasons for nomination as a candidate for Outside Director and outline of roles expected]
Shuichi Matsuda has no direct experience in corporate management other than having served as an Outside Director;
however, the Company proposes his continuous election as an Outside Director, anticipating that he will perform therole of overseeing the Company’s management by providing beneficial suggestions on management in general throughhis expertise as a long-standing university professor as well as his broad perspective, management knowledge andextensive experience as the Outside Director of other companies.
[Matters related to independence of the candidate]Since there is no transactional relationship between Shuichi Matsuda and the Company that might affect the Company’s
decision-making, the Company has determined that there is no risk of conflict of interest with general shareholders. He
has been designated as an Independent Officer as stipulated by the Tokyo Stock Exchange, Inc., and registered as suchat the Exchange. If his reappointment is approved, he will continue to be registered as an Independent Officer.
Dec. 1993
Retired from Isuzu Motors Limited
Apr. 1994
Assistant Professor of Department of Design,
Nagaoka Institute of Design
Hiromu Wada
Apr.
1998
Professorof Department of Design, Nagaoka(February 10, 1951)
Institute of Design
Apr. 2009
Member of Board of Trustees of Nagaoka
Reelection
Institute of Design
OutsideApr. 2012
President of Nagaoka Institute of Design
Independent
1,500
Apr. 2014
President, and Vice President of Board of
Number of years in office
Trustees of Nagaoka Institute of Design (retired
4 years
on March 31, 2020)
June 2020
Outside Director of the Company (present
Attendance at Board of
position)
Directors’ Meetings
July 2020
Emeritus Professor of Nagaoka Institute of
11/12 (91.7%)
Design (present position)[Significant concurrent positions outside the Company]
Emeritus Professor of Nagaoka Institute of Design[Reasons for nomination as a candidate for Outside Director and outline of roles expected]
Hiromu Wada has no direct experience in corporate management other than having served as an Outside Director;
however, he has strong expertise as an industrial designer and abundant experience in management, having long been
engaged in education and research at Nagaoka Institute of Design and served as president and vice president of board of
the university. The Company proposes his continuous election as an Outside Director, anticipating that he will performthe role of overseeing the Company’s management from a management perspective by providing beneficial suggestions
from perspectives of management and customers through his broad perspective and extensive experience.
[Matters related to independence of the candidate]Since there is no transactional relationship between Hiromu Wada and the Company that might affect the Company’s
decision-making, the Company has determined that there is no risk of conflict of interest with general shareholders. He
has been designated as an Independent Officer as stipulated by the Tokyo Stock Exchange, Inc., and registered as suchat the Exchange. If his reappointment is approved, he will continue to be registered as an Independent Officer.

-6-

No.

Name
(Date of birth)

Career summary, position in the Company and responsibilities
Apr. 1984
May 2001

7

8Number of theCompany’s shares
ownedJoined MITSUI & CO., LTD.
General Manager of Public Relations
Department, Corporate Communications
Division of MITSUI & CO., LTD.
Misako Kikuchi
Apr. 2006
General Manager of Corporate Branding &(August 2, 1961)
Communications Department, CSR Promotion
Division of MITSUI & CO., LTD.
Reelection
June 2009
General Manager of Global Environment
OutsideDepartment, CSR Promotion Division of
Independent
MITSUI & CO., LTD.
400
Apr. 2015
General Manager of Environmental-Social
Number of years in officeContribution Division of MITSUI & CO., LTD.
2 years
Oct. 2018
President and CEO of Mitsui Bussan Forest
Attendance at Board ofCo., Ltd. (retired in June 2022)
Directors’ Meetings
June 2022
Outside Director of the Company (present
12/12 (100%)
position)[Significant concurrent positions outside the Company]
Auditor of St. Luke’s International University
Outside Director, OKAMURA CORPORATION[Reasons for nomination as a candidate for Outside Director and outline of roles expected]
Misako Kikuchi has strong expertise and abundant experience in the management of the Company, she has long been
responsible for Corporate Communications, Sustainability, Diversity, Environmental Risk Management, Social
Contribution Activities, etc. at MITSUI & CO., LTD., and served as President of the Mitsui Bussan Forest Co., Ltd. The
Company proposes her continuous election as an Outside Director since she is deemed sufficient to perform the role ofoverseeing the Company’s management based on her broad perspective and extensive experience.
[Matters related to independence of the candidate]Since there is no transactional relationship between Misako Kikuchi and the Company that might affect the Company’s
decision-making, the Company has determined that there is no risk of conflict of interest with general shareholders. She
has been designated as an Independent Officer as stipulated by the Tokyo Stock Exchange, Inc., and registered as suchat the Exchange. If her reappointment is approved, she will continue to be registered as an Independent Officer.
Mar. 1988
Joined the Company
Katsushi Suzuki(June 23, 1964)
June 2012
Executive Officer of the Company
June 2014
Director and Executive Officer of the Company
Reelection
May 2024
Director and Executive Officer, and General
Manager of Card Business Promotion
2,500
Number of years in office
Department of the Company (present positions)
10 years[Significant concurrent positions outside the Company]
Managing Director, Bit-A Co., Ltd.
Attendance at Board of
Directors’ Meetings
12/12 (100%)[Reasons for nomination as a candidate for Director]
Katsushi Suzuki has helped boost the Group’s corporate value as the Director in charge of new business development
including Internet business. He also has extensive knowledge and experience in business reorganization aimed atenhancing the efficiency of the Group’s operations. He was nominated to continue in the position of Director as he isdeemed qualified to help drive the sustained growth of the Group’s corporate value.

-7-

Name
(Date of birth)No.

Shigeyuki Mori
(August 20, 1969)
Reelection
Number of years in office
3 years
9

Notes:

1.

2.
3.
4.

5.

Career summary, position in the Company and responsibilities
Mar. 1993
May 2018
June 2021
Dec. 2023

Joined the Company
Executive Officer of the Company
Director and Executive Officer of the Company
Director and Executive Officer Responsible for
Human Resources and General Affairs, andGeneral Manager of Human Resources andEducation Department of the Company (present
positions)

Number of theCompany’s shares
owned

6,400

Attendance at Board of
Directors’ Meetings
12/12 (100%)[Reasons for nomination as a candidate for Director]
Shigeyuki Mori has been involved in store operations in new trade areas, business reforms in the field of operation
systems, and designing of operation procedures for a range of areas including Internet business, leasing operation,
General Affairs Department and Customer Service Office. He also has extensive knowledge and experience in humanresources department, in which he took initiatives for building human resources organization, recruiting, developing
human resources, and improving labor share. He was nominated to continue in the position of Director to help drive thesustained growth of the Group’s corporate value.
The Company has established, as a voluntary advisory body to the Board of Directors, the Nomination and Remuneration
Committee with a majority of Independent Outside Directors. The committee serves to ensure fairness, transparency, andobjectivity in procedures to determine nomination of and remuneration for Directors and Executive Officers, leveraging
the knowledge and advice of the Independent Outside Directors on deliberations for nomination of and remuneration for
Directors and Executive Officers. The Company has thereby further enhanced a supervisory function and a corporate
governance function of the Board of Directors.
None of the candidates has a special interest in the Company.
Shuichi Matsuda, Hiromu Wada and Misako Kikuchi are all candidates for Outside Director.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreementswith Shuichi Matsuda, Hiromu Wada and Misako Kikuchi to limit their liabilities for damages under Article 423, paragraph
1 of the same Act. The maximum amount of liability for damages under such agreements shall be the minimum liability
amount prescribed in Article 425, paragraph 1 of the Companies Act. If their reelection is approved, the Company plans
to continue the aforementioned agreement with them.
Career summaries and other information for each of the above candidates are as of May 14, 2024.

-8-

Proposal No. 2

Election of Three (3) Directors Serving as Audit and Supervisory Committee Members

All three (3) current Directors serving as Audit and Supervisory Committee Members will conclude their terms ofoffice at the conclusion of this meeting. Accordingly, the Company proposes that three (3) Directors serving as Audit
and Supervisory Committee Members be elected.
The consent of the Audit and Supervisory Committee has been obtained for the submission of this proposal.
This proposal was resolved after the deliberations at the Nomination and Remuneration Committee, a voluntarycommittee with a majority of Independent Outside Directors.
If Proposal No. 1, “Election of Nine (9) Directors (Excluding Audit and Supervisory Committee Members)” and this
proposal are approved and adopted, the number of Independent Officers as stipulated by the Tokyo Stock Exchange,
Inc. shall be five (5), and at least one-third of the Company’s Directors shall be Independent Officers.
The candidates for Director serving as Audit and Supervisory Committee Member are listed below.
No.

Name

1

Shojiro Sumiyoshi

Male

2

Zenroku Fujita

Male

3

Toshiyuki Takeishi

Male

Current position in the Company
Director(Standing Audit and Supervisory Committee
Member)Outside Director(Audit and Supervisory Committee Member)

Reelection: Candidate for reappointment as Director
New Election: Candidate for newly appointed Director
Outside: Candidate for Outside Director
Independent: Independent Director as stipulated by the Stock Exchange-9-

Reelection
Reelection
OutsideIndependent
New Election
OutsideIndependent

No.

Name
(Date of birth)
Shojiro Sumiyoshi(December 4, 1947)
Reelection
Number of years in office as
Director serving as Audit andSupervisory Committee
Member
4 years

1
Attendance at Board of
Directors’ Meetings
12/12 (100%)Career summary, position in the Company and responsibilities
Joined the Company
Director of the Company
Executive Officer of the Company
Director of the Company
Standing Audit & Supervisory Board Memberof the Company
June 2020
Director of the Company (Standing Audit andSupervisory Committee Member) (present
position)[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member, LIFE KOMERI Inc.
Audit & Supervisory Board Member, HOKUSEI SANGYO
Co., Ltd.

Number of theCompany’s shares
ownedJune 2002
June 2002
June 2003
June 2009
June 2012

12,600Attendance at Audit andSupervisory Committee
12/12 (100%)[Reasons for nomination as a candidate for Director serving as Audit and Supervisory Committee Member]
The Company proposes that Shojiro Sumiyoshi be elected as a Director serving as Audit and Supervisory Committee
Member since he is deemed capable of making a valuable contribution to the Company’s Audit and Supervisory
Committee activities based on his abundant knowledge and experience of overall store operation management.

- 10 -

No.

Name(Date of birth)

Career summary, position in the Company and responsibilities

Zenroku Fujita(April 12, 1948)

Apr. 1980
June 1985

Reelection
OutsideIndependent
Number of years in office as
Outside Director serving as
Audit and Supervisory
Committee Member
4 years
Attendance at Board of
Directors’ Meetings
12/12 (100%)
2

Registered as an attorney
Opened Fujita Law Office(to the present day)Apr. 1990
Vice-President of Niigata Bar Association
June 2000
Outside Audit & Supervisory Board Member of
the Company
Apr. 2003
Vice-President of Niigata Bar Association
Apr. 2007
President of Niigata Bar Association
Apr. 2011
Vice-President of Japan Federation of Bar
Associations
Apr. 2015
Chairman of Kanto Federation of Bar
Associations
June 2020
Outside Director of the Company (Audit andSupervisory Committee Member) (present
position)[Significant concurrent positions outside the Company]
Outside Audit & Supervisory Board Member of Fukuda Road
Co., Ltd

Number of theCompany’s shares
owned

5,300

Attendance at Audit andSupervisory Committee
12/12 (100%)[Reasons for nomination as a candidate for Outside Director serving as Audit and Supervisory Committee Member andoutline of roles expected]
Zenroku Fujita has no direct experience in corporate management other than having served as an Outside Director.
However, the Company proposes his election as an Outside Director serving as Audit and Supervisory Committee
Member, anticipating that he will be able to make a valuable contribution to the Company’s Audit and Supervisory
Committee activities based on his legal expertise and experience as an attorney.
[Matters related to independence of the candidate]Since there is no transactional relationship between Zenroku Fujita and the Company that might affect the Company’s
decision-making, the Company has determined that there is no risk of conflict of interest with general shareholders. He
has been designated as an Independent Officer as stipulated by the Tokyo Stock Exchange, Inc., and registered as suchat the Exchange. If his reappointment is approved, he will continue to be registered as an Independent Officer. The
Company has paid attorney fees to him that exceeded ¥10 million in the 63rd Term. However, these payments pertain toa long-term case and, when calculated on an annual basis, do not exceed ¥10 million. Therefore, the Company deems
that these are not transactions that might affect the Company’s decision-making and that independence is adequately
ensured.

- 11 -

Name(Date of birth)

No.

Career summary, position in the Company and responsibilities
Apr. 2000

3

Notes:

1.

2.
3.
4.

5.

Number of theCompany’s shares
ownedJoined THE TAIKO BANK, LTD. (Retired in
January 2002)
Dec. 2004
Joined Deloitte Touche Tohmatsu LLC (Retired
in September 2016)
Toshiyuki Takeishi
July 2009
Registered as certified public accountant(February 21, 1977)
Nov. 2016
Established Takeishi Certified Public
Accountant Office–
New Election(to the present day)OutsideJan. 2017
Registered as certified public tax accountant
IndependentMar. 2018
Representative Director of ORM Consulting
Co., Ltd. (present position)[Significant concurrent positions outside the Company]
Representative Director of ORM Consulting Co., Ltd.
[Reasons for nomination as a candidate for Outside Director serving as Audit and Supervisory Committee Member andoutline of roles expected]
Toshiyuki Takeishi has worked at a financial institution and has associated with a major audit corporation for 12 years,
and is therefore very familiar with the audit operations of large companies. He has strong expertise and abundant
experience in corporate management, possessing qualifications as a certified public accountant and certified public tax
accountant. He has established his own certified public accountant office and founded a consulting company, taking on
the role of Representative Director. The Company proposes his election as an Outside Director serving as Audit andSupervisory Committee Member since he is deemed sufficient to perform the role of overseeing the Company’s
management based on his broad perspective and extensive experience.
[Matters related to independence of the candidate]Toshiyuki Takeishi previously worked for Deloitte Touche Tohmatsu LLC, the Company’s Accounting Auditor, but
retired from there seven years and eight months ago. Since there is no transactional relationship between him and theCompany that might affect the Company’s decision-making, the Company has determined that there is no risk of
conflict of interest with general shareholders. He is planned to be designated as an Independent Officer as stipulated by
the Tokyo Stock Exchange, Inc., and registered as such at the Exchange.
The Company has established, as a voluntary advisory body to the Board of Directors, the Nomination and Remuneration
Committee with a majority of Independent Outside Directors. The committee serves to ensure fairness, transparency, andobjectivity in procedures to determine nomination of and remuneration for Directors and Executive Officers, leveraging
the knowledge and advice of the Independent Outside Directors on deliberations for nomination of and remuneration for
Directors and Executive Officers. The Company has thereby further enhanced a supervisory function and a corporate
governance function of the Board of Directors.
None of the candidates has a special interest in the Company.
Zenroku Fujita and Toshiyuki Takeishi are both candidates for Outside Director.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreementswith Shojiro Sumiyoshi and Zenroku Fujita to limit their liabilities for damages under Article 423, paragraph 1 of the same
Act. The maximum amount of liability for damages under such agreements shall be the minimum liability amountprescribed in Article 425, paragraph 1 of the Companies Act. If their reelection is approved, the Company plans to continue
the aforementioned agreement with them.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company plans to enter into an agreementwith Toshiyuki Takeishi to limit his liabilities for damages under Article 423, paragraph 1 of the same Act.
The maximum amount of liability for damages under such agreement shall be the minimum liability amount prescribed in
Article 425, paragraph 1 of the Companies Act.
Career summaries and other information for each of the above candidates are as of May 14, 2024.

- 12 -

<Reference>[Nomination procedures and policies for the candidates for Director]
To achieve sustainable growth and enhanced corporate value over the medium and long term, the Company intends
to nominate candidates with extensive experience and deep insight as well as qualities to fulfill the role and the
responsibility of Director in light of business experience, track records, task execution capability and expertise, while
taking the Board diversity into consideration.
As for candidates for the Board of Directors, the Board of Directors selects candidates through deliberation and reportof the Nomination and Remuneration Committee, after consultation among the Representative Director, otherexecutive directors and the director in charge of human resources.
[Our Policy related to independence of the Outside Director]
The Company shall appoint a person from a business partner that does not exceed 2% of the annual consolidated
sales for the most recent three years, or an individual whose annual transaction amount does not exceed ¥10 million,
who has extensive knowledge in finance, accounting, law, management, etc., and experience in corporate
management, etc., and who has no risk of conflict of interest with general shareholders.

- 13 -

[Experience, knowledge, skills, etc. of Directors if the proposal is approved (skills matrix)]
Position in the
Company

Corporate
Management

Yuichiro
SasagePresident and CEO
Nomination andRemuneration
Committee member●

TadashiTanabeDirector andManaging Executive
Officer

HiroshiHayakawa

Director andManaging Executive
Officer●

Naoshi
HosakaDirector andManaging Executive
Officer●

ShuichiMatsudaOutside Director
Nomination andRemuneration
Committee member●

Hiromu Wada

Outside Director
Nomination andRemuneration
Committee member●

MisakoKikuchi

Outside Director●

KatsushiSuzuki

Director andExecutive Officer

Shigeyuki
Mori

Director andExecutive Officer

ShojiroSumiyoshi

Director(Standing Audit andSupervisory
Committee Member)

ZenrokuFujitaOutside Director(Audit andSupervisory
Committee Member)

Toshiyuki
Takeishi

Outside Director(Audit andSupervisory
Committee Member)

Name

Finance/
Accounting●●

Business
Creation

Knowledge of
the Industry

Product
Service

Logistics

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

- 14 -●●

Position in the
CompanyStore
Development

Internationality

Organizational
Development

Yuichiro
SasagePresident and CEO
Nomination andRemuneration
Committee member

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TadashiTanabeDirector andManaging Executive
Officer

HiroshiHayakawa

Director andManaging Executive
Officer

Naoshi
HosakaDirector andManaging Executive
Officer

ShuichiMatsudaOutside Director
Nomination andRemuneration
Committee member●

Hiromu Wada

Outside Director
Nomination andRemuneration
Committee member●

MisakoKikuchi

Outside Director

KatsushiSuzuki

Director andExecutive Officer

Shigeyuki
Mori

Director andExecutive Officer

ShojiroSumiyoshi

Director(Standing Audit andSupervisory
Committee Member)

ZenrokuFujitaOutside Director(Audit andSupervisory
Committee Member)

Toshiyuki
Takeishi

Outside Director(Audit andSupervisory
Committee Member)

Name

DX

Legal
Compliance

Sustainability

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* The above list does not represent all of the experience, knowledge, skills, etc. possessed by each person.

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[Sustainability Initiatives]
The Group aims to contribute to society through the modernization of logistics in the lagging sectors and strives toresolve various social issues related to sustainability through our core business, the home center business, whileaiming to realize a sustainable society, sustainable growth, and enhanced corporate value over the medium and longterm. Major sustainability initiatives during the fiscal year ended March 31, 2024 are as follows.
Our response to climate change, including the risks and opportunities that climate change poses to the Group, isdisclosed in the “Integrated Report 2023.”
1 Addressing the 2024 Problem in Logistics
To address the “2024 Problem in Logistics,” which is now a social issue, the Group is continuously promoting
efforts to improve the efficiency of the entire supply chain.
In response to logistics for PB products, we are implementing initiatives such as “Container Round Use,” inwhich containers used for imports are not returned but are converted into containers for exports, reducing theneed to return containers and other transportation, and “Cross-Dock Delivery,” which uses JR containers.
HOKUSEI SANGYO Co., Ltd., a consolidated subsidiary that operates a logistics center, is promoting jointdelivery using dedicated vehicles that collect products from multiple business partners in bulk for delivery to thelogistics center, as well as the collection and joint delivery of products using pallets. On March 22, 2024, theCompany also started sales of “Foldable Delivery Boxes,” which are PB products that can be used for“unattended delivery.” In addition to improving logistics efficiency, we will also strive to reduce CO2 emissions
throughout the supply chain.
2 Human capital investment
In harmony with “Growth base investment,” one of the four key measures set forth in the medium-term
management plan from the fiscal year ended March 31, 2023 to the fiscal year ending March 31, 2025, we areinvesting in human capital through an education system centered around “Kenwa Juku.” We promoted theacquisition of Meister Class 1 certification and Meister Class 2 certification based on the “Meister System” forthe purpose of strengthening sales capabilities and improving skills, and conducted e-learning by schedulingtime for education into the work shift. We invested ¥1.81 billion in education and training for the fiscal year
ended March 31, 2024 (104.0% compared to the same period of the previous fiscal year).
As one of our efforts to ensure employee diversity, we are also actively increasing the recruitment of new female
employees. The ratio of female employees joining the Group in April 2024 was 35% (the female employee ratio
in the previous fiscal year was 30%).
<Figures related to human capital>• Ratio of female workers in management positions: 7.4%
* In the Company, since there are no positions named Section Manager and Section Chief, the calculation isbased on our own standards• Ratio of male employees taking childcare leave: 30.5%• Gender wage gap: 82.7%* Figures for the Company’s National Employees (Career track)
3 DX initiatives
In order to provide a more convenient and comfortable shopping environment for customers throughout Japan,
the Group is continuously striving to improve productivity throughout the Group by investing in DX promotion
such as by introducing IT at the Store Support Center (Head Office), which operates a network of over 1,200
stores in Japan, and by reducing the cost of store operations.
This time, our consolidated subsidiary, Bit-A Co., Ltd., has been certified as a “DX-certified operator” on April
1, 2024 based on the DX Certification system established by the Ministry of Economy, Trade and Industry. We
will continue to further evolve our business flow and organization to improve business productivity and enhance
our ability to make proposals to customers related to “housing” and “gardening and agriculture” with the aim offurther increasing sales at existing stores and establishing a highly profitable structure.
4 Initiatives to improve the treatment of non-regular employees
As the labor shortage intensifies, there is a need to improve the treatment of non-regular employees. At KOMERI,
as a part of our initiatives to further career advancement and improve the treatment of employees working in ourstores, we routinely offer non-regular employees (part-time employees) who meet certain conditions theopportunity to become regular employees. There are currently over 100 regular employees who were promoted
from non-regular employees (part-time employees).

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5

6

In addition, improving the retention of talented employees is one of the most important issues for the continuityof our business activities. We will continue to respect the human rights of our employees and create anenvironment where diverse human resources, regardless of gender, nationality, age, etc., can demonstrate theirabilities and play an active role, based on the KOMERI management vision, “People are the most importantpillar of our business.”
Initiatives of the KOMERI Disaster Management Center (Non-profit Organization)
The KOMERI Disaster Management Center (Non-profit Organization), has established a network that unites
local governments across Japan, the Group, and cooperating companies so that necessary supplies can be quickly
and smoothly provided in the event of a disaster. As of March 31, 2024, the number of disaster relief agreements
concluded with local governments in Japan totaled 1,084 (an increase of 74 agreements compared to the same
period of the previous fiscal year).
In response to the Noto Peninsula Earthquake of 2024, we handled a total of 78 requests from 30 local
governments as of March 31, 2024, and quickly supplied 355 types of goods (equivalent to about 14 ten-ton
trucks), including bags for sand, plastic waterproof sheeting, disposable tableware, disposable gloves, dry cellbatteries, and diapers.
Biodiversity conservation activities
Since the Group’s business activities are dependent on various natural resources such as forests, plants, andagriculture, we are committed to the sustainable use of natural resources.
Additionally, as a way of returning an amount equivalent to 1% of our profits, KOMERI Midori Ikuseizaidan(Public Interest Incorporated Foundation) supports greening activities and activities to protect and preserve thenatural environment in the areas where our stores are located throughout Japan, and subsidizes the Komeri
Greenery Fund. In fiscal 2023, the Komeri Greenery Fund provided public grants of ¥10.08 million to 44 projects(in 25 prefectures).
This year marks the 34th year of the Komeri Greenery Fund, and the total amount used for these activities todate has reached ¥2,512.17 million. We will continue to use the Komeri Greenery Fund to support the creationof beautiful hometowns surrounded by flowers and greenery, including biodiversity conservation activities.

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Proposal No. 3

Election of Accounting Auditor

Deloitte Touche Tohmatsu LLC, the Company’s Accounting Auditor, will retire from its position at the conclusionof this meeting due to the expiration of its term of office. Therefore, the Company proposes the election of new
Accounting Auditor.
This proposal is based on the decision of the Audit and Supervisory Committee
Considering the fact that the continuous period during which the current Accounting Auditor has conducted audits
extends to 37 years since the Company’s listing, the Company has conducted a comparative study with several audit
firms. The Audit and Supervisory Committee of the Company has determined that PricewaterhouseCoopers Japan
LLC is suitable for this position after collecting and comprehensively considering information on the firm’s
independence and expertise, audit implementation status, quality control system, audit fees, and other factors.
The candidate for Accounting Auditor is listed below.
(As of March 31, 2024)
Name
OfficeHistory

Overview

PricewaterhouseCoopers Japan LLC
Main Office Otemachi Park Building, 1-1-1 Otemachi, Chiyoda-ku, Tokyo
Other Offices Nagoya, Kyoto, Osaka, Fukuoka
June 2006
Establishment of PricewaterhouseCoopers Aarata
July 2015
Changed the corporate name to “PricewaterhouseCoopers Aarata”
July 2016
Converted to a limited liability audit corporation. Changed the corporate name to“PricewaterhouseCoopers Aarata LLC”
Dec. 2023
PricewaterhouseCoopers Aarata LLC and PricewaterhouseCoopers Kyoto weremerged. Commencement of operations “PricewaterhouseCoopers Japan LLC”
CapitalStaffing
composition

AffiliatedCompanies¥1,000 million
Partners 244
CPAs 1,088
Assistant CPAs 648
U.S. CPAs and other professionals 1,418
Clerks 127
Total 3,525(as of December 1, 2023) 2,822- 18 -

<Proposals from our shareholder (Proposal No. 4 and Proposal No. 5)>
Proposal No. 4 and Proposal No. 5 were made by a single shareholder (hereinafter referred to as the “Proposing
Shareholder”).
The following is the original text of the relevant portion of the shareholder proposal submitted by the Proposing
Shareholder, except for formal adjustments.
Proposal No. 4(1)

Partial Amendment to the Articles of Incorporation (Organization for Determining Dividendsof Surplus, Etc.)

Details of the Proposal
Amendment to the current Articles of Incorporation as follows. In the event that the adoption or rejection ofother proposals at this Ordinary General Meeting of Shareholders (including proposals from the Company)
necessitates formal adjustments to the articles described in this proposal (including, but not limited to,corrections to article numbering discrepancies), it is understood that the articles related to this proposal will be
construed as the articles after such necessary adjustments have been made.

Current Article of Incorporation(Organization for Determining Dividends of Surplus, Etc.)
Article 33.
The Company shall determine the matters listed in items of
Article 459, paragraph 1 of the Companies Act, including
dividends of surplus, etc., by resolution of the Board of
Directors, not by a resolution at the general meeting ofshareholders, except as otherwise provided by laws andregulations.

(2)(The underlined portions indicate amendment.)
Proposed Amendment(Organization for Determining Dividends of Surplus, Etc.)
Article 33.
The Company shall determine the matters listed in items of
Article 459, paragraph 1 of the Companies Act, including
dividends of surplus, etc., by resolution of the Board of
Directors, except as otherwise provided by laws andregulations.

Reasons for the Proposal• The Company’s consolidated dividend payout ratio over the past four years has remained in the very low
range of between 10% to 20%, and the Company’s capital expenditures over the same period have beennearly equivalent to the amount of depreciation. There have been no M&A activities in the past 10 years
or more. As a result, the Company’s capital adequacy ratio has risen from 45% ten years ago to a recent
level of over 65%.
• The Company maintains a low dividend payout ratio due to the potential for future growth investments,
including M&A. However, the Company should be flexible in its cash allocation, such as by allocating
cash to shareholder returns when there are no intended growth investment projects.
• The Company does not give shareholders the right to express their intentions as described above regarding
dividend policy at the general meeting of shareholders. While it is possible for the Board of Directors todetermine the dividend amount, I believe that shareholders should also be able to make shareholder
proposals regarding dividends, and that it should be possible for shareholders to decide which is preferable
at the meeting.

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[Opinion of the Board of Directors on the shareholder proposal]
The Board of Directors is against Proposal No. 4.
This shareholder’s proposal seeks to amend the Articles of Incorporation to allow the Company to determine
dividends from surplus, etc. by a resolution of the General Meeting of Shareholders if proposed by a shareholder.
In order to enable the Company to flexibly determine the amount of dividends after taking into consideration theoverall cash allocation from the perspective of enhancing sustainable growth, corporate value and the common
interests of shareholders, the term of office of directors is set at one year, and it is determined by resolution of theBoard of Directors, rather than resolution of the General Meeting of Shareholders.
The Group believes that the realization of distribution modernization in these lagging sectors, targeting not only
the existing home improvement center market but also the markets for basic materials and building materials, andfor gardening and agricultural materials, will contribute to the enhancement of corporate value and increase
shareholder returns. These markets have a multi-level distribution structure and extremely high social costs, andthere are a great number of customers experiencing frustration. We dare to take on the challenge of this difficult
field and are working on it from a medium- to long-term perspective in order to provide benefits to society.
In order to meet the demand for funds needed to build the necessary infrastructure, we will use internal reserves
from a medium- to long-term perspective to invest in new store openings based on the 3,000-stores concept,
remodeling existing stores, investing in new and expanded logistics centers including further private brand (PB)
product development and global supply chain construction, development of a system environment in line with the
expansion of the remodeling business and e-commerce business, development of an educational environment forhuman resource development, and investment to promote digital transformation (DX) for the purpose of both
improving customer convenience and increasing employee productivity. It is important for us to deploy the funds
for growth investments to strengthen our management base and to achieve further growth while increasing ourcorporate value over the medium and long term.
Our basic policy regarding shareholder returns is to make stable and continuous improvements while strengthening
our management base and financial position. Decisions are made after taking into consideration not only temporaryand short-term profits, but also the medium- to long-term interests of our shareholders.
We believe that it is reasonable to conduct agile and flexible capital and dividend policies from a medium- to longterm perspective, taking into consideration changes in the environment surrounding the Group and the specificity
of its business.
In accordance with the above basic policy, matters related to capital policy, such as dividends and share buybacks,
are to be conducted in accordance with the Group’s corporate philosophy, “Wish of KOMERI.”
We wish our business to exist
for the happiness of the people in society,for the happiness of the people gathering here, andfor the happiness of the people having anything to do with us.
The Company believes that decisions should be made in concert with management policies to enhance value
creation toward the realization of the Company’s corporate philosophy, sustainable growth, medium- to long-term
corporate value, and the common interests of shareholders, and that the Board of Directors is the decision-making
body for determining dividends of surplus, etc., pursuant to Article 459, Paragraph 1 and Article 460 of theCompanies Act.
In contrast, we believe that this shareholder proposal is a proposal from a short-term perspective that does not take
into account the business environment and business specificity in which the Group is operating, and that it will
undermine the flexibility and agility of the Group’s future business operations and capital policies, and will not bebeneficial to shareholders.
Therefore, the Board of Directors of the Company is against this shareholder proposal.

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Proposal No. 5

Appropriation of Surplus

Subject to the above proposal for “Partial Amendment to the Articles of Incorporation (Organization for Determining
Dividends of Surplus, Etc.)” being approved and adopted, the appropriation of surplus shall be as follows.
(1)

(2)

Details of the Proposala.
Type of the dividend property
Cashb.

Matters related to allotment of the dividend property and the total amountThe Company shall distribute the dividend per share of common stock (hereinafter referred to as “thedividend per share pursuant to this proposal”) after deducting an interim dividend of ¥26 per share fromthe ¥142 for the fiscal year ended March 31, 2024.
If the amount of earnings per share presented at the 63rd Ordinary General Meeting of Shareholders differsfrom ¥283 after rounding down decimals (hereinafter referred to as the “actual EPS”), the initial ¥142 shallbe replaced with 50% of the actual EPS.
The total amount of dividends under this proposal shall be calculated by multiplying the dividend amount
per share of common stock under this proposal by the number of shares subject to the dividend as of therecord date of voting rights of the 63rd Ordinary General Meeting of Shareholders of the Company.

c.

Date on which dividends from surplus take effect
The day following this Ordinary General Meeting of Shareholders

Reasons for the Proposal
The amount of ¥142 stated in this proposal is equivalent to 50% of our latest forecasted earnings per share,
as of January 23, 2024. The aim of this proposal is to distribute a dividend of 50% of profit for the fiscal
year ended March 31, 2024, or a payout ratio of 50%.
•
As stated in the previous proposal, the Company’s consolidated dividend payout ratio over the past four
years has remained in the very low range of between 10% to 20%, and the Company’s capital expenditures
over the same period have been nearly equivalent to the amount of depreciation. There have been no M&A
activities in the past 10 years or more. As a result, the Company’s capital adequacy ratio has risen from
45% ten years ago to a recent level of over 65%.
•
The Company maintains a low dividend payout ratio due to the potential for future growth investments,
including M&A. However, the Company should be flexible in its cash allocation, such as by allocating
cash to shareholder returns when there are no intended growth investment projects.
•
I expect the Company to both invest in proactive growth and provide proper shareholder returns.
•- 21 -

[Opinion of the Board of Directors on the shareholder proposal]
The Board of Directors is against Proposal No. 5.
Regarding profit distribution, in light of market conditions and capital efficiency, the Company plans to increase
dividends for the ninth consecutive fiscal year and flexibly repurchase treasury shares for the third consecutive
fiscal year.

As a result, the total return ratio is planned to be 38.0% for the fiscal year ended March 31, 2024, and is estimatedto be 30.1% for the fiscal year ending March 31, 2025.
In contrast, this shareholder proposal contemplates a dividend of 50% of profit for the fiscal year under review, ora payout ratio of 50%. This content is focused on short term shareholder returns and may undermine financial
resources for growth base investment related to the Group’s medium- to long-term growth strategy, thereby
reducing the competitiveness of the Group.
Aiming for realization of distribution modernization in the basic materials and building materials, gardening andagricultural materials markets, and to cope with an increasingly severe business environment, with persistently highprices for energy and raw materials, rising product costs due to the prolonged yen depreciation, and rising costs for
distribution, labor, etc., it is important to strengthen our financial position and secure internal reserves, while also
investing in growth base, including human capital investment for further growth, to enhance profitability.
The Company believes that increasing the corporate value of the Group over the medium and long term while
maintaining a balance between stable and continuous dividends to shareholders, growth base investment tostrengthen the management base, and internal reserves will contribute to increased shareholder returns.
Therefore, the Board of Directors of the Company is against this shareholder proposal.

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