Note: This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translation and the Japanese original, the Japanese original shall prevail.
J. FRONT RETAILING Co., Ltd. assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

[Securities code: 3086]
May 7, 2015
To Our Shareholders

Ryoichi Yamamoto, President
J. FRONT RETAILING Co., Ltd.
10-1, Ginza 6-chome, Chuo-ku, Tokyo

Notice of Convocation of the 8th Annual Shareholders Meeting
You are cordially invited to attend the 8th Annual Shareholders Meeting of J. FRONT RETAILING Co.,
Ltd. (hereinafter the “Company”). The meeting will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via
the Internet. In each case, you are requested to exercise your voting rights so that your vote is received
by 6:00 p.m. on Wednesday, May 27, 2015 (JST).

Details
1. Date and time:Thursday, May 28, 2015, at 10:00 a.m. (JST) (Reception opens at 9:00 a.m.)
2. Venue:
NEW PIER HALL, 11-1, Kaigan 1-chome, Minato-ku, Tokyo
3. Purpose of the meeting:
Matters to be reported: 1. Business Report, Consolidated Financial Statements, and Non-consolidated
Financial Statements for the 8th fiscal year (from March 1, 2014 to February
28, 2015)
2. Audit reports of the Accounting Auditor and the Audit & Supervisory Board
on Consolidated Financial Statements for the 8th fiscal year
Matters to be resolved: Proposal 1: Partial Revision of the Articles of Incorporation
Proposal 2: Election of Nine (9) Directors
Proposal 3: Election of Five (5) Audit & Supervisory Board Members
Proposal 4: Payment of Bonuses to Directors and Audit & Supervisory Board
Members for Fiscal Year 2014
4. Decisions made for convocation:
Please refer to Guide to the Exercise of Voting Rights on pages 3 to 4.

* If you are attending the meeting in person, please submit the enclosed voting form at the reception of themeeting.

Please note that persons who are not shareholders who can exercise voting rights, such as proxies who
are not shareholders, and accompanying persons, will not be admitted. (The accompanying persons ofshareholders with disabilities are exempt and will be admitted.)

-1-







Of the documents attached to Notice of Convocation of the Annual Shareholders Meeting, Notes toConsolidated Financial Statements and Notes to Non-consolidated Financial Statements are provided
on the Company’s website in accordance with relevant laws and regulations and Article 16 of theCompany’s Articles of Incorporation, hence are not indicated on this Notice of Convocation.
Consolidated Financial Statements and Non-consolidated Financial Statements, which have been
audited by Audit & Supervisory Board Members and the Accounting Auditor, shall include not only
the documents stated in this Notice of Convocation, but also Notes to Consolidated Financial
Statements and Notes to Non-consolidated Financial Statements, which are provided on the
Company’s website.
If any amendments to Reference Materials for Shareholders Meeting, Business Report, Consolidated
Financial Statements or Non-consolidated Financial Statements are made, the revised version will be
provided on the Company’s website.
The Company’s website: http://www.j-front-retailing.com/-2-

Guide to the Exercise of Voting Rights
Attending the Shareholders Meeting in Person
Please submit the enclosed voting form at the reception of the meeting.
*You do not need to exercise your voting rights either by postal mail or via the Internet.
Attending a live relay venue
The live relay venues are not recognized as the venue of the shareholders meeting under the Companies Act.
Please exercise your voting rights either by postal mail or via the Internet before arriving.
If you are unable to attend the meeting in person, please exercise your voting rights by either of thefollowing methods.
Exercising voting rights by postal mailPlease indicate on the enclosed voting form whether you approve or disapprove of each proposal, andreturn the completed form to us.
Exercise due date: Received by 6:00 p.m. on Wednesday, May 27, 2015 (JST)To institutional investors
To exercise voting rights at this meeting, institutional investors can use the electronic voting rights exercise
platform for institutional investors operated by ICJ, Inc.
Exercising voting rights via the Internet
Please read the following items before exercising voting rights via the Internet.
Exercise due date: Received by 6:00 p.m. on Wednesday, May 27, 2015 (JST)(Instructions concerning the exercise of voting rights via the Internet)
1. Access the voting website
Access the voting website and click the “Next” button.
Voting website: http://www.evote.jp/
2. Login to the voting website
Enter the “Login ID” and the “Temporary password” shown on the enclosed voting form and click the“Login” button.
>>> With this your login is complete. Next, please follow the guidance on the screen.
To prevent unauthorized access by parties other than shareholders and the alteration of shareholder
votes, shareholders voting via the Internet will be asked to change their “temporary password” on thevoting website.
You will receive a new “log-in ID” and a new “temporary password” with each convocation notice fora Shareholders Meeting.
If you exercise your voting rights both in writing and via the Internet, we will only accept the exerciseof your voting rights via the Internet as effective.
If you exercise your voting rights more than once via the Internet, we will only accept the last exerciseof your voting rights as effective. If you exercise your voting rights more than once by using yourpersonal computer, smartphone and mobile phone, we will only accept the last exercise of your voting
rights as effective.

-3-

* Fees for accessing the voting website (Internet access fees, telephone charges, packet communication
fees, etc.) shall be borne by the shareholder.
* Exercising voting rights via the Internet may not be possible depending on your Internet usage
environment, for example if you use a firewall, etc. or if you have anti-virus software installed.
For inquiries about the system, please contact:
Corporate Agency Division (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation(Toll free) 0120-173-027(available 9:00 a.m. – 9:00 p.m., only in Japan)-4-

[Reference Document for the 8th Annual Shareholders Meeting]Business Report (From March 1, 2014 to February 28, 2015)
1. Current status of the corporate group(1) Business summary and results
In the Japanese economy in the current fiscal year, there were signs of improvements in corporate
results and the employment environment partly due to the effects of the economic and financial
policies of the government and the Bank of Japan. However, the stagnation in personal consumptionthat occurred following the consumption tax rate hike in April 2014 continued, and the economic
recovery remained moderate.
In the retail sector, there was a substantial year-on-year increase in net sales centered on durable
items and highly priced items on the back of a surge in demand ahead of a hike in the consumption tax
rate, and net sales to foreign visitors to Japan increased as well. Nevertheless, this sector also
experienced a pullback in demand immediately after the consumption tax rate hike and a subsequent
slump in consumer sentiment. As a result, the pace of the recovery in sales remained moderate.
Amid this environment, the J. Front Retailing Group (hereinafter the “Group”) started its “FY 2014
- FY 2016 Medium-term Business Plan.” Under this plan, with the aim of developing as amultifaceted retailer operating multiple businesses with the Department Store Business at their core,
the Group worked to further strengthen the competitiveness and profitability of existing businesses
while also investing management resources in fields of growth in a focused manner.
In the Department Store Business, the Group pressed ahead with its efforts to establish “A new
department store business model” that brings innovation to the sector by such means as creating
appealing stores that attract a wide range of customers and constructing a highly productive store
management structure. As part of these efforts, the Group worked to meet the needs of the firmly
performing affluent customer market by expanding luxury brand services, implementing large-scale
refurbishments of food market spaces, and making aggressive efforts to acquire new out-of-store
customers. The Group also strengthened its response to foreign visitors to Japan, who are dramaticallygrowing in number.
In the PARCO Business, a new building opened at the Fukuoka PARCO in November, and floor
space in the adjacent building was increased in March 2015. Moreover, the decision was taken to open
a new building in the area around the west exit of Sendai station in 2016. At existing stores, PARCO
Co., Ltd. worked to enhance store appeal and strengthen competitiveness further by creating sales
spaces that utilize the respective characteristics of stores and providing information.
Meanwhile, the Group has been pushing ahead with initiatives centered on the Department StoreBusiness and the PARCO Business for the Group’s unique “omni-channel retailing,” which has
growth potential as a new business, providing customers with various forms of information, products
and services through diverse sales channels including physical stores and internet mail order retailing.
Regarding the urban redevelopment project in the Ginza 6-chome district, a Retail Facility
Planning Office was established in September and started full-fledged tenant leasing with the aim ofdeveloping a commercial facility fit for the globally renowned Ginza district. At the Matsuzakaya
Ueno store, the South Wing was closed in March 2014 and a start was made on rebuilding work toturn it into a new complex containing commercial facilities in partnership with PARCO.
With respect to overseas operations, Shanghai New World Daimaru Department Store, a fullyfledged upscale department store in China operated as a joint venture, has been opened in stages since
February, with full opening planned for May 2015. At JFR PLAZA, which operates general retailingstores “PLAZA TOKYO” in Taiwan, three new stores were opened, bringing the total number ofstores to seven.
The Group also worked to construct a stronger operating structure by pushing ahead with reform of
its organizational and workforce structures on a Group level. In parallel, the Group strove to improve
management efficiencies by such means as reviewing all cost structures.
As a result of various measures including those mentioned above, in the current fiscal year, net-5-sales was ¥1,149,529 million, up 0.3% year on year, operating income was ¥42,091 million, up 0.7%,
ordinary income was ¥40,404 million, down 0.2%, and net income was ¥19,918 million, down 36.9%.
J. FRONT RETAILING Co., Ltd. (hereinafter the “Company”) has decided to pay a year-end
dividend of ¥13 per share. The Company has conducted a consolidation of common shares at a rate ofone share for every two shares with the effective date of September 1, 2014. With the addition of aninterim dividend of ¥12 per share calculated in accordance with the standard after the consolidation ofshares, the annual dividend is ¥25 per share, marking a year-on-year increase of ¥3.

Results by segment are as follows.
Department Store BusinessAt the Department Store Business, in order to establish “A new department store business model,”we continually pushed ahead with efforts to create appealing stores and enhance their competitivenessin all regions. We also focused efforts on various measures targeting affluent consumers and foreign
visitors to Japan, who showed strong consumer confidence. As part of these measures, we worked toacquire new out-of-store customers in all regions and exceeded the target number of members.
Furthermore, in order to strengthen our response to foreign visitors to Japan, who are growing in
number every year, we established a position in charge of Inbound Business Promotion. In
consideration of the widening of the range of duty free items from October, we not only worked to
expand our range of products that respond to the needs of foreign visitors but also introduced a new
system to speed up duty free procedures, and enhanced store environments by such means as
expanding spaces for serving customers and introducing Wi-Fi connectivity. As a result, sales of duty
free products increased substantially. In addition, we pushed ahead with introductions and expansionsof luxury brands at stores including Daimaru Sapporo and Matsuzakaya Nagoya in order to meetneeds in the strong upscale goods market.
At the Matsuzakaya Ueno store, whose South Wing was closed in March 2014 for rebuilding, therefurbished Main Building was opened as a more convenient department store offering products andservices that are tailored to the lifestyles of nearby residents. At the Daimaru Kyoto store, aiming tocreate an impressive department store that continually projects an contemporary image in the refined,mature Shijo Karasuma area of Kyoto, we introduced the “Table Plus” specialty food zone, which has
already been introduced to the Daimaru Kobe store and the Matsuzakaya Nagoya store, and newfeatures including prepared foods from well-established Japanese restaurants, and opened therefurbished store in June. In addition, we opened the first Tokyu Hands in the Kyoto area as a newstore located in the vicinity, which contributed to an increase in visitors to the area. In October, weupgraded the exterior of the Daimaru Kyoto store with a modern design that incorporates traditional
styles. At the Hakata Daimaru Fukuoka Tenjin store, we refurbished the basement first floor of its East
Building, transforming it into a specialty zone to be enjoyed by the whole family, particularly children.
In our “omni-channel retailing” initiatives, we worked to expand the items, brands and services
handled in “Click & Collect,” through which customers can collect products they have ordered on theinternet at home or at their preferred physical store, and “Net de Auction,” through which artworks are
sold via the internet in a bidding process.
At the original merchandising business, in which we aim to improve profitability by integrating
operations from buying to sale, we strengthened our efforts to develop and sell originally developed
products that meet customer needs in areas including women’s shoes as well as men’s and women’s
miscellaneous goods.
As a result of various initiatives including those mentioned above, net sales in this business was¥759,866 million, down 1.2% year on year partly due to the impact of closing of the Matsuzakaya
Ginza store and the South Wing of the Matsuzakaya Ueno store, while operating income was ¥23,115
million, up 0.6%.

PARCO BusinessAt the PARCO Business, we pushed ahead with expansion in the network of business bases in city-6-

centers. At the Fukuoka PARCO, following the opening in November of the new building, in March
2015 we increased the floor space in the building adjacent to the Main Building. Furthermore, wetransformed this PARCO into a newsworthy store as one of the largest shopping centers in the Tenjin
district by such means as bringing in a large number of tenants opening their first stores in Kyushu ina wide variety of categories. In the ZERO GATE business, which develops and manages low- to
medium-rise commercial facilities, Nagoya ZERO GATE, which is the largest facility in this format,
was opened in October.
Among existing PARCO stores, we pushed ahead with refurbishments, particularly in urban stores,
under the themes of expanding the core target, strengthening lifestyle proposals and responding to
inbound demand, with the aim of making the stores more appealing and strengthening theircompetitiveness. At the Shibuya PARCO we introduced innovative and newsworthy shops under thetheme of global information provision, while at the Ikebukuro PARCO we introduced features
including a webcasting studio and an animation character goods shop.
Furthermore, in March 2014, in anticipation of demand ahead of the consumption tax rate hike, we
worked to strengthen our acquisition of PARCO card members in tandem with implementation ofpreferential membership plans, achieving a large increase in card business volume. In September, westarted accepting Daimaru and Matsuzakaya gift certificates and common gift certificates for
department stores nationwide at all PARCO stores.
We also promoted use of the internet with stores as foundations, expanded the number of stores
handling the “Kaeru PARCO” mail order service provided in coordination with shop blogs andintroduced “POCKET PARCO,” a smartphone application that provides timely shop information.
As a result of the various initiatives mentioned above, net sales in this business was ¥274,212
million, up 2.2% year on year, and operating income was ¥12,255 million, up 2.0% year on year.

Wholesale BusinessAt the Wholesale Business, despite strong sales in the fields of chemical products and animal
products, sales in the fields of electronic devices and imported wholesale clothing and general goods
struggled.
As a result of the above, net sales in this business was ¥59,371 million, down 6.2% year on year,
and operating income was ¥1,067 million, down 5.3%.

Credit BusinessAt the Credit Business, we invested aggressively in personnel to develop credit card business at all
Daimaru Matsuzakaya Department Stores and worked to acquire new card members. In addition, we
achieved a year-on-year increase in card business volume in line with an increase in Gaisho
Otokuisama Gold Card members.
As a result, net sales in this business was ¥10,381 million, up 9.9% year on year, and operating
income was ¥3,424 million, up 7.5%.

Other Businesses
In Other Businesses, net sales was ¥97,298 million, up 9.8% year on year, partly as a result of new
addition of Forest which operates direct marketing business, while operating income was down 18.3%
year on year to ¥2,418 million despite efforts to reduce selling, general and administrative expenses at
each Group company.

-7-

Net sales and operating income by business segment of the corporate group(Millions of yen)
8th fiscal year (Current fiscal year)(Fiscal 2014)

7th fiscal year
(Fiscal 2013)
Business segment

Net sales
Results

Operating income

Composition

Net sales

Composition

Results%

Operating income

Composition

Results%

Results

Composition%%

Department StoreBusiness

768,92867.1

22,98055.0

759,866

66.1

23,115

54.9

PARCO Business

268,292

23.4

12,01728.7

274,21223.9

12,25529.1

Wholesale Business

63,273

5.5

1,127

2.7

59,371

5.2

1,067

2.5

Credit Business

9,444

0.8

3,186

7.6

10,381

0.9

3,424

8.1

Other Businesses

88,576

7.7

2,961

7.1

97,298

8.4

2,418

5.7

Adjustments
Total(52,196)

(4.5)

(455)

(1.1)

(51,600)

(4.5)

(190)

(0.3)

1,146,319

100.0

41,816100.0

1,149,529

100.0

42,091

100.0

Net sales by product and by company and store of the Department Store Business are as follows.
Net sales by product of the Department Store Business
Product
Amount(Millions of yen)
Year-on-year changes

Composition
(%)

(%)

Men’s clothing andhaberdashery

53,411

7.0(0.1)

Ladies’ clothing andhaberdashery

227,353

29.9

(1.0)

Children’s clothing andhaberdashery

16,7332.2

0.5

Kimono, bedding and otherclothing

13,9281.8(7.6)

Personal belongings

78,013

10.3

(5.3)

Furniture

8,395

1.1

(13.9)

Home appliances

1,426

0.2

(4.0)

Household goods

26,935

3.5(2.6)

Food products

183,182

24.1

(1.1)

Food halls and cafes

22,881

3.0(4.2)

General goods

98,22512.9

5.0Services

2,622

0.3

(8.9)

Other

26,757

3.7

(2.5)

Total

759,866

100.0

(1.2)

-8-

Net sales by company and store of the Department Store BusinessCompany / Store
Amount(Millions of yen)
Year-on-year changes

Composition%%

Daimaru Matsuzakaya Department Stores Co. Ltd.
Daimaru
Osaka Shinsaibashi store

84,51111.1

0.5

Osaka Umeda store

63,897

8.4

3.8

Tokyo store

70,160

9.2

4.7

Urawa Parco store

4,054

0.5

(5.7)

Kyoto store

70,3219.3

1.8

Yamashina store

4,179

0.6

(4.1)

Kobe store

86,01211.3

1.0

Suma store

10,0491.3(4.7)

Ashiya store

7,364

1.0

(3.8)

Sapporo store

61,3558.1

2.3

Sub total

461,907

60.8

1.8

Nagoya store

125,625

16.5

1.2

Ueno store

43,311

5.7(11.8)

Shizuoka store

22,941

3.0(1.4)

Takatsuki store

9,521

1.3

(3.0)

Matsuzakaya

Toyota store

8,460

1.1

(2.5)

Sub total

209,860

27.6

(6.5)

671,767

88.4

(1.0)

The Hakata Daimaru, Inc.

57,435

7.6(2.1)

The Shimonoseki Daimaru, Inc.

16,7772.2(4.1)

Kochi Daimaru Co., Ltd.

13,8851.8(4.3)

Sub total

Total
759,866
100.0(1.2)(Notes) 1. The Matsuzakaya Ginza store closed temporarily on June 30, 2013, for redevelopment and rebuilding in the
Ginza district.
2. The South Wing of the Matsuzakaya Ueno store closed on March 11, 2014, for rebuilding.

(2) Status of capital investment(i) Major facilities completed during the current fiscal year
The total amount of capital investment during the current fiscal year was ¥24,277 million. The
main investments in the Department Store Business included ¥3,244 million for refurbishments at
all the sales spaces of the Daimaru Kyoto store, the Matsuzakaya Ueno store and others. In addition,
the main investments in the PARCO Business included ¥4,758 million for construction of the newbuilding of Fukuoka PARCO.
(ii) New establishments and expansions of major facilities with ongoing construction works during thecurrent fiscal year
In the Department Store Business, the investments included rebuilding of the South Wing of the
Matsuzakaya Ueno store and the urban redevelopment project in the Ginza 6-chome district. In the
PARCO Business, the investments included new construction of a parking lot in line with the
Chofu redevelopment project at the Chofu PARCO.
(iii) Sales, removals and losses of major non-current assets
No material items to report in the current fiscal year.

(3) Status of procurement
No material items to report in the current fiscal year.
-9-(4) Issues to be addressed
There are signs of an upturn in consumer sentiment partly reflecting the postponement of a planned
further rise in the consumption tax rate and improvements in the employment and income
environments. Nevertheless, in the distribution sector, amid further population and birthrate declines
and the aging of society, competition is expected to intensify further regardless of business area ortype, and the operating environment surrounding the Group is expected to remain difficult.
In order to respond to this situation correctly, as part of the Group’s aim to grow and develop as amultifaceted retailer, we will continue to push ahead with its Medium-term Business Plan and work tofurther strengthen the competitiveness and profitability of existing businesses while also vigorously
investing management resources in fields of growth in a focused manner.
In our core Department Store Business, we will work to create appealing stores that attract a wide
range of customers and realize a highly profitable business model by ensuring our efforts to create “A
new department store business model.” To achieve these aims, we will review our operation
management structure at each of our stores to more fully leverage their individual characteristics andstrengthen our response to regional market needs. As part of this, we will focus resources on fourshops: the Matsuzakaya Nagoya store, which is undergoing large-scale refurbishment, and also the
Daimaru Kobe, Daimaru Tokyo and Daimaru Sapporo stores. Furthermore, in the out-of-store
business, which is an area of strength for the Department Store Business, we will continue
strengthening our efforts to acquire new customers and work to enhance both our product lineup andour direct customer services in line with the needs of such customers. We will also redouble ourefforts to create sales spaces and provide services that are responsive to the needs of foreign visitors toJapan, who are expected to continue to grow in number. In the original merchandising business, wewill work to create new-concept sales spaces and strengthen product development, and aim to expand
sales and improve profits.
In the PARCO Business, we will not only expand our targeted range of customer segments but also
develop new business types and ways of arranging sales spaces; further develop each of our two typesof management structure, Urban Complexes and Community Complexes; and strengthen ouroperations in areas including information provision over the internet and responses to inbound tourism.
In parallel, we will continue working to secure stable profits by expanding our network of businessbases through new store openings in city centers and floor space increases.
In addition, we will aim to grow along with the regions in which we operate with our stores at thecore of such growth. Our efforts in this respect will include newly developing commercial facilities in
the areas around existing stores and will be centered on major urban areas, where the population isincreasingly concentrated. In this way, we will push ahead with constructing a highly profitablebusiness model with a view to strengthening our business foundations for the future. In the Tokyo area,
we aim to press ahead with the urban redevelopment project in the Ginza 6-chome district and open it
as a world-class quality commercial facility in 2016. We will also push ahead with our plan for therebuilding of the South Wing of the Matsuzakaya Ueno store and create an appealing store in
partnership with PARCO and the area, with the aim of opening the building in 2017.
Meanwhile, in order to accelerate our initiatives to handle new business using information andcommunications technology, we established a new position in charge of Group ICT Strategy
Promotion in March 2015, and work to expand and enhance the Group’s unique “omni-channel
retailing,” which features a combination of diverse sales channels including physical stores andinternet selling.
With respect to overseas business, we will steadily develop our operations in Asian regions,primarily through operation of Shanghai New World Daimaru Department Store in China and by
developing an extensive store network for JFR PLAZA in Taiwan.
Furthermore, we will expand and develop business in fields with high growth and earnings
potential by vigorously pursuing mergers and acquisitions, alliances and the like with high-quality,
high-added value companies with the potential for synergistic effects with existing businesses.
In addition, as part of our growth strategy, we will push ahead with diversity management utilizing- 10 -

diverse human resources, including employing foreign students and external human resources, andpromoting active workplace participation by women. We will also work to create new structures fortraining and optimal allocation of human resources.
Furthermore, we will not only reflect the results of these initiatives in net sales and profits, but also
work to enhance shareholder returns and aim to improve our ROE (return on equity). In parallel,
partly in preparation for the “Corporate Governance Code,” which is scheduled for application from
June, we will aim for sustainable improvement in corporate value by strengthening our governancesystem and ensuring thoroughgoing compliance operations.
We appreciate the continued support and encouragement of our shareholders.

(5) Status of assets and profit or loss(i) Changes in assets and profit or loss of the corporate group(Millions of yen, unless otherwise stated)
8th fiscal year
7th fiscal year
(Current fiscal year)(Fiscal 2013)(Fiscal 2014)

5th fiscal year
(Fiscal 2011)

6th fiscal year
(Fiscal 2012)

Net sales

941,415

1,092,756

1,146,319

1,149,529

Operating income

21,59430,857

41,81642,091

Ordinary income

22,941

32,20240,50240,404

Net income

18,804

12,18331,56819,918Category

Net income per share (Yen)
Total assets

35.57

23.05

59.77

75.47

767,543

1,009,165

998,730

1,018,700

Net assets
342,561
390,667
422,215
430,465(Note)The Company has conducted a consolidation of common shares at a rate of one share for every two shares withthe effective date of September 1, 2014. Net income per share has been calculated as if this consolidation ofshares was conducted at the beginning of the current fiscal year.

(ii) Changes in assets and profit or loss of the Company(Millions of yen, unless otherwise stated)
8th fiscal year
7th fiscal year
(Current fiscal year)(Fiscal 2013)(Fiscal 2014)

5th fiscal year
(Fiscal 2011)

6th fiscal year
(Fiscal 2012)

Net sales

7,144

22,744

8,983

11,147

Operating income

4,907

20,394

6,280

8,391

Ordinary income

4,871

19,972

6,398

8,460

Net income

4,745

19,93012,405

8,388

Category

Net income per share (Yen)
Total assets

8.97

37.69

23.48

31.77

322,295

450,201

438,491429,226

Net assets
284,584
299,508
306,654308,681(Note)The Company has conducted a consolidation of common shares at a rate of one share for every two shares withthe effective date of September 1, 2014. Net income per share has been calculated as if this consolidation ofshares was conducted at the beginning of the current fiscal year.

- 11 -

(6) Status of significant parent company and subsidiaries(i) Relationship with the parent company
No items to report.
(ii) Status of major subsidiaries
Name

Capital(Millions of yen
unless otherwise
stated)Daimaru Matsuzakaya Department Stores
Co. Ltd.

10,000

The Hakata Daimaru, Inc.
The Shimonoseki Daimaru, Inc.
Kochi Daimaru Co., Ltd.
PARCO Co., Ltd.
Parco (Singapore) Pte Ltd

Ratio of ownershipby the Company(%)

Major business

100.0

Department Store Business

3,037

69.9

Department Store Business

480

100.0

Department Store Business

300

100.0

Department Store Business

34,367

64.9

PARCO Business

S$4 million

64.9

PARCO Business

NEUVE A Co., Ltd.

490

64.9

PARCO Business

PARCO SPACE SYSTEMS Co., Ltd.

490

64.9

PARCO Business

PARCO-CITY Co., Ltd.

10

64.9

PARCO Business

Daimaru Kogyo, Ltd.

1,800

100.0

Wholesale Business

Daimaru Kogyo International Trading(Shanghai) Co., Ltd.

US$2 million

100.0

Wholesale Business

Daimaru Kogyo (Thailand) Co., Ltd.

THB202 million

99.9

Wholesale BusinessTaiwan Daimaru Kogyo, Ltd.

NT$60 million

100.0

Wholesale Business

JFR Card Co., Ltd.

100

100.0

Credit Business

J. Front Design & Construction Co., Ltd.

100

100.0

Design and construction
contracting and manufactureand sale of furniture

JFR Online Co. Ltd.

100

100.0

Direct Marketing

Dimples’ Co., Ltd.

90

100.0

Staffing service

J. Front Foods Co., Ltd.

100

100.0

Restaurant

Daimaru COM Development Inc.

50

100.0

Real estate leasing and tenant
service

Consumer Product End-Use ResearchInstitute Co., Ltd.

450

100.0

Merchandise test and quality
control

JFR PLAZA Inc.

NT$185 million

90.0

General Retailing

Forest Co., Ltd.

90

72.9

Direct Marketing

Angel Park Co., Ltd.

400

50.2

Parking

JFR Information Center Co., Ltd.

10

100.0

Information service

JFR Office Support Co., Ltd.

100

100.0

Commissioned back-officeserviceJFR Service Co. Ltd.

100

100.0

Leasing and parking
management

JFR Consulting Co. Ltd.

100

100.0

Consulting

Daimaru Matsuzakaya Sales Associates Co.
Ltd.

90

100.0

Commissioned sales and store
management operations

Daimaru Matsuzakaya Tomonokai Co.,
100
100.0
Ltd.
(Note)
Taiwan Daimaru Kogyo, Ltd. was newly established on January 7, 2015.

- 12 -

Special prepayment-basedtransactions

(7) Major businesses
The Department Store Business, the PARCO Business, the Wholesale Business, the Credit
Business, and the Other Businesses including design and construction contracting and direct
marketing.

(8) Major sales offices(Department Store Business)
Name

Location

Name

Location

Daimaru Matsuzakaya
Department Stores Co. Ltd.
Head Office
Daimaru Osaka Shinsaibashi store
Osaka Umeda store
Tokyo store
Urawa Parco store

Koto-ku, Tokyo
Chuo-ku, Osaka
Kita-ku, Osaka
Chiyoda-ku, Tokyo
Urawa-ku, Saitama

Matsuzakaya

Kyoto store
Yamashina store

Shimogyo-ku, Kyoto
Yamashina-ku, Kyoto

The Hakata Daimaru, Inc.

Chuo-ku, Fukuoka

Kobe store

Chuo-ku, Kobe

The Shimonoseki Daimaru, Inc.

Suma store

Suma-ku, Kobe

Shimonoseki,
Yamaguchi

Ashiya store
Sapporo store

Ashiya, Hyogo
Chuo-ku, Sapporo

Kochi Daimaru Co., Ltd.

Kochi, Kochi

Nagoya store
Ueno store
Shizuoka store
Takatsuki store
Toyota store

Naka-ku, Nagoya
Taito-ku, Tokyo
Aoi-ku, Shizuoka
Takatsuki, Osaka
Toyota, Aichi(PARCO Business)
Name

Location

PARCO Co., Ltd.
Headquarters
Shibuya Head Office
Sapporo PARCO
Sendai PARCO
Utsunomiya PARCO
Urawa PARCO
Shintokorozawa PARCO
Ikebukuro PARCO
Shibuya PARCO
Hibarigaoka PARCO
Kichijoji PARCO
Chofu PARCO
Tsudanuma PARCO

Name

Toshima-ku, Tokyo
Shibuya-ku, Tokyo
Chuo-ku, Sapporo
Aoba-ku, Sendai
Utsunomiya, Tochigi
Urawa-ku, Saitama
Tokorozawa, Saitama
Toshima-ku, Tokyo
Shibuya-ku, Tokyo
Nishi-Tokyo, Tokyo
Musashino, Tokyo
Chofu, Tokyo
Funabashi, Chiba

NEUVE A Co., Ltd.

Shibuya-ku, Tokyo

PARCO SPACE SYSTEMS Co.,Ltd.

Shibuya-ku, Tokyo

PARCO-CITY Co., Ltd.

Shibuya-ku, Tokyo

Parco (Singapore) Pte Ltd

Singapore

Chiba PARCO
Matsumoto PARCO
Shizuoka PARCO
Nagoya PARCO
Otsu PARCO
Hiroshima PARCO
Fukuoka PARCO
Kumamoto PARCO
Nagoya ZERO GATE
Shinsaibashi ZERO GATE
Dotonbori ZERO GATE
Hiroshima ZERO GATE
PediSHIODOME

Location
Chuo-ku, Chiba
Matsumoto, Nagano
Aoi-ku, Shizuoka
Naka-ku, Nagoya
Otsu, ShigaNaka-ku, Hiroshima
Chuo-ku, Fukuoka
Chuo-ku, Kumamoto
Naka-ku, Nagoya
Chuo-ku, Osaka
Chuo-ku, Osaka
Naka-ku, Hiroshima
Minato-ku, Tokyo(Wholesale Business)
Name

Location

Daimaru Kogyo, Ltd.

Head Office: Chuo-ku, Osaka
Office:Tokyo 1, Nagoya 1, Nagano 1, Oita 1, Overseas 5

Daimaru Kogyo International Trading(Shanghai) Co., Ltd.

Head Office: Shanghai, China

Daimaru Kogyo (Thailand) Co., Ltd.

Head Office: Bangkok, Thailand

Taiwan Daimaru Kogyo, Ltd.

Head Office: Taipei, Taiwan- 13 -(Credit Business)
Name

Location

JFR Card Co., Ltd.

Head Office: Takatsuki, Osaka
Office:Tokyo 2, Osaka 2, Kyoto 1, Kobe 1, Sapporo 1, Nagoya 1,
Shizuoka 1(Other subsidiaries)
Head Office: Tokyo 2, Osaka 9, Kobe 1, Nagoya 1, Saitama 1, Taiwan 1(9) Status of employees(i) Employees of the corporate group
Category

Number of employees

J. FRONT RETAILING Co., Ltd.

84

Department Store Business

2,857

PARCO Business

1,453

Wholesale Business

213

Credit Business

114

Other Businesses

2,469(Note)

Total
7,190
Other than the employees shown above, the average number of temporary employees during the period is3,959.

(ii) Employees of the Company
Number of employees(Note)

Average age

84
45.7
Other than the employees shown above, the average number of temporary employees during the period is
11.

(iii) Employees of major subsidiaries
Name

Number of
employees

Average age

2,237

45.7

PARCO Co., Ltd.

477

41.2

Daimaru Kogyo, Ltd.

177

42.7

Daimaru Matsuzakaya
Department Stores Co. Ltd.

(10) Status of major creditors
Major creditors of the corporate group
Creditor

Amount payable

Creditor(Millions of yen)Amount payable

The Bank of Tokyo-Mitsubishi UFJ,Ltd.

28,929Development Bank of Japan Inc.

14,365

Sumitomo Mitsui Banking
Corporation

14,894

Mizuho Bank, Ltd.

11,613(11) Other important matters relating to current status of the corporate group
No items to report.

- 14 -

2. Matters relating to shares of the Company(1) Number of shares authorized:
1,000,000,000 shares(2) Number of shares issued:

268,119,164 shares(3) Number of shareholders:

74,415(4) Major shareholders
Number of shares held(Thousands of shares)

Shareholding ratio(%)

The Dai-ichi Mutual Life Insurance Company

16,115
15,846
10,776
6,871
6,250
5,732

6.10
6.00
4.08
2.60
2.36
2.17

Trust & Custody Services Bank, Ltd. (Investment Trust Collateral
Account)

5,700

2.15

BNP Paribas Securities (Japan) Limited

4,107

1.55

Japan Trustee Services Bank, Ltd.
(Sumitomo Mitsui Banking Corporation Retirement Benefit Trust
Account re-entrusted by Sumitomo Mitsui Trust Bank, Limited)

3,204

1.21

Name of shareholders
The Master Trust Bank of Japan, Ltd. (Trust Account)
Japan Trustee Services Bank, Ltd. (Trust Account)
Nippon Life Insurance Company
J. Front Retailing Kyoei Supplier Shareholding Association
The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Employee Shareholding Association of J. Front Retailing
2,893
1.09
(Notes) 1. Shareholding ratio is calculated by deducting treasury shares (4,103 thousand shares).
2. The Company has conducted a consolidation of common shares at a rate of one share for every two shares withthe effective date of September 1, 2014.

- 15 -

3. Matters relating to subscription rights to shares of the Company(1) Status of subscription rights to shares held by the Company’s Officers, etc. and granted asremuneration for the duties performed at the end of the fiscal year
5th subscription rights to shares of J. Front Retailing Co., Ltd. (*September 3, 2007)* In accordance with a share transfer carried out on September 3, 2007, these were delivered in lieu of subscription
rights to shares granted by Matsuzakaya Co., Ltd.

(i)

Persons and number of holders of subscription rights to shares (number of shares to be issued
upon exercise of subscription rights to shares)
Directors (excluding Outside Directors) 1 (8,500 shares)
Outside Directors
1 (1,000 shares)(ii) Class of shares to be issued upon exercise of subscription rights to shares
Common shares of the Company(iii) Amount to be paid in for subscription rights to shares¥635,000 per each subscription right to shares (¥1,270 per share)(iv) The value of assets to be contributed upon exercise of subscription rights to shares¥500 per each subscription right to shares (¥1 per share)(v) Exercise period of subscription rights to shares
September 3, 2007 to July 14, 2026
(vi) Main conditions for exercise of subscription rights to sharesa. A holder of subscription rights to shares who holds a position of either director, audit &supervisory board member or executive officer of the Company or any of its subsidiaries
during the period in (v) shall not be able to exercise subscription rights to shares.
b. A holder of subscription rights to shares shall exercise the rights only during a period of ten
days starting on the day immediately following the day on which the holder loses his/her
position of either director, audit & supervisory board member or executive officer of theCompany or any of its subsidiaries.
c. If a holder of subscription rights to shares is unable to exercise the rights due to holding a
position of either director, audit & supervisory board member or executive officer of theCompany or any of its subsidiaries until July 14, 2025, the said holder of subscription rights
to shares shall exercise the rights from July 15, 2025 to July 14, 2026.
d. A holder of subscription rights to shares who relinquishes his/her subscription rights to sharesshall not be able to exercise such rights.
(vii) Main provisions for acquisition of subscription rights to shares
Not provided.
(viii) Transfer of subscription rights to shares
Transfer of subscription rights to shares shall be subject to approval by resolution of theCompany’s Board of Directors.
(ix) Particularly advantageous terms
No items to report.

(2) Status of subscription rights to shares granted as remuneration for the duties performed during
the fiscal year
No items to report.

(3) Other significant matters concerning subscription rights to shares
4th subscription rights to shares of J. Front Retailing Co., Ltd. (*September 3, 2007)* In accordance with a share transfer carried out on September 3, 2007, these were delivered in lieu of subscription
rights to shares granted by The Daimaru, Inc.

- 16 -

• Total number of subscription rights to shares
205• Class and number of shares to be issued upon exercise of subscription rights to shares
143,500 common shares (700 shares per each subscription right to shares)• Issue price of each subscription right to shares
No payment is required.
• Amount to be paid in upon exercise of each subscription right to shares¥1,382 per share• Exercise period of subscription rights to shares
September 3, 2007 to May 26, 2015
• Conditions for exercise of subscription rights to sharesa. The grantee of subscription rights to shares shall be a director, an audit & supervisory board
member, an executive officer or an employee of the Company or any of its subsidiaries when heor she exercises the rights. However, if there is a valid reason, such as retirement due to the
expiration of his/her term of office, death, mandatory retirement or other reason equivalent tothis, those rights may be exercised for 2 years after the grantee loses his/her position.
b. Other terms and conditions for the exercise of subscription rights to shares are as specified in the“Subscription Rights to Shares Allocation Agreement” entered into individually between the
Company and a grantee of subscription rights to shares.
• Events and conditions for acquisition of subscription rights to shares by the Company
a. When an absorption-type merger agreement under which the Company disappears is approved,or when a proposal on approval of a share exchange agreement or a proposal on a share transfer
under which the Company will become a wholly-owned subsidiary is approved at a shareholders
meeting, the Company may acquire the subscription rights to shares for no consideration.
b. If a holder of subscription rights to shares is unable to exercise the subscription rights to shares
due to losing his/her position of director, audit & supervisory board member or employee of theCompany or any of its subsidiaries before exercising the rights, the Company shall acquire thesubscription rights to shares for no consideration. However, if there is a valid reason, such as
retirement due to the expiration of his/her term of office, death, mandatory retirement or otherreason equivalent to this, those rights shall be acquired after 2 years have passed since the timing
at which the holder loses his/her position.

- 17 -

4. Matters relating to corporate officers(1) Names, etc. of Directors and Audit & Supervisory Board Members
Areas of responsibility in the Company and importantconcurrent positions outside the Company

Position in the Company

Name

Chairman(Representative Director)

SAMURA Shunichi

President(Representative Director)

YAMAMOTO Ryoichi

Director

YOSHIMOTO Tatsuya

President of Daimaru Matsuzakaya Department Stores Co. Ltd.
President of Daimaru Matsuzakaya Sales Associates Co. Ltd.

Director

MAKIYAMA Kozo

Director, President and Representative Executive Officer of PARCO
Co., Ltd.

Director and Managing
Executive Officer

FUJINO Haruyoshi

Senior Executive General Manager of Management Strategy Unit
External Director of PARCO Co., Ltd.
Outside Director of Hakuseisha Co., Ltd.

Director and Managing
Executive Officer

KOBAYASHI
Yasuyuki

Senior Executive General Manager of Affiliated Business Unit
External Director of PARCO Co., Ltd.

Director and Managing
Executive Officer

HAYASHI Toshiyasu

Senior Executive General Manager of Administration Unit and in chargeof Compliance and Risk Management
Outside Director of Hakuyosha Company, Ltd.

Director

TAKAYAMA Tsuyoshi Special Advisor of Daido Steel Co., Ltd.

Director

TACHIBANA
FUKUSHIMA Sakie

President and Representative Director of G&S Global Advisors Inc.
Outside Director of Bridgestone Corporation
Outside Director of Ajinomoto Co., Inc.
Outside Director of Mitsubishi Corporation

TSURUTA Rokurou

Attorney at law
Outside Director of TPR Co., Ltd.
Outside Audit & Supervisory Board Member of Sumitomo Mitsui
Financial Group, Inc.

Audit & Supervisory
Board Member

NOMURA Akio

Advisor of Osaka Gas Co., Ltd.
Outside Director of THE ROYAL HOTEL, LIMITED
Outside Director of SHIONOGI & CO., LTD.
Outside Audit & Supervisory Board Member of Daimaru Matsuzakaya
Department Stores Co. Ltd.

Audit & Supervisory
Board Member

Director and Advisor of CHUBU-NIPPON BROADCASTING CO.,LTD.
NATSUME Kazuyoshi
Outside Audit & Supervisory Board Member of Daimaru Matsuzakaya
Department Stores Co. Ltd.

Audit & Supervisory
Board Member(full-time)

ARAI Kenji

Audit & Supervisory
Board Member

Audit & Supervisory Board Member of Daimaru Matsuzakaya
Department Stores Co. Ltd.

Audit & Supervisory
NISHIHAMA
Audit & Supervisory Board Member of Daimaru Matsuzakaya
Board Member
Tsuyoshi
Department Stores Co. Ltd.
(full-time)(Notes) 1. Takayama Tsuyoshi and Tachibana Fukushima Sakie are Outside Directors.
2. Tsuruta Rokurou, Nomura Akio and Natsume Kazuyoshi are Outside Audit & Supervisory Board Members.
3. Director Takayama Tsuyoshi’s term of office ended upon his death on April 7, 2015.

- 18 -

(Reference)○ Executive officers of the Company as of February 28, 2015 are as follows (excluding ones
concurrently serving as director).
Name

Areas of responsibility in the Company and importantconcurrent positions outside the Company

Executive Officer

ENOMOTO Tomohiko

Executive General Manager of Group IT New Business Development
Division

Executive Officer

KUBOI Satori

Senior General Manager of Affiliated Business, Affiliated Business Unit

Position in the Company

Executive Officer
TSUTSUMI Hiroyuki Senior General Manager of Finance Division(Note) On March 1, 2015, “Areas of responsibility in the Company and important concurrent positions outside theCompany” for an Executive Officer was changed as follows.
Areas of responsibility in the Company and importantName
concurrent positions outside the Company
ENOMOTO Tomohiko

Senior General Manager of Group ICT Strategy Promotion,
Management Strategy Unit

(2) Total amount of remuneration, etc. to Directors and Audit & Supervisory Board Members
Total amount of remuneration, etc.
(Millions of yen)

Number of payees
Director[of which, Outside Director][

Audit & Supervisory Board Member[of which, Outside Audit &Supervisory Board Member](Notes)

[

11

303

2]

[ 23]

5

41

3]

[ 20]

Total
16
345
1. The total amount of remuneration, etc. includes ¥73 million in bonuses for directors and audit & supervisoryboard members scheduled for approval at the 8th Annual Shareholders Meeting.
2. Other than the above, the total amount of remuneration, etc. received by Outside Audit & Supervisory Board
Members from subsidiaries of the Company in the current fiscal year is ¥10 million.
3. The maximum remuneration for directors is set at ¥50 million per month by resolution of the Annual
Shareholders Meeting held in May 2008.
4. The maximum remuneration for audit & supervisory board members is set at ¥7 million per month byresolution of the Annual Shareholders Meeting held in May 2008.

(3) Outline of method for determining policy regarding decisions on amounts of remuneration, etc.
of each corporate officer or calculation method thereof, and contents of such policy
These matters are left to the discretion of the “Personnel and Remuneration Committee,” in which
Outside Directors participate as members, and a framework is adopted in which remuneration is tied
to results and success in accordance with each year’s business results.

- 19 -

(4) Matters relating to Outside Directors and Outside Audit & Supervisory Board Members[Outside Director]
TAKAYAMA Tsuyoshi

TACHIBANA FUKUSHIMA Sakie

Important concurrent
positions

Special Advisor of Daido Steel Co., Ltd.

President and Representative Director of
G&S Global Advisors Inc.
Outside Director of Bridgestone
Corporation
Outside Director of Ajinomoto Co., Inc.
Outside Director of Mitsubishi Corporation

Relationship with theCompany

No special relationships exist

No special relationships exist

B.

Relationship with specified
affiliated business operator

No items to report

No items to reportC.

Major activities during
current fiscal year

He attended 10 of the 15 meetings of theBoard of Directors held during the current
fiscal year, and asked questions and madeproposals necessary for deliberating itemsof business from a broader perspective, as
appropriate, based on his extensive
experience and insight regarding corporate
management. In addition, even when he
was unable to attend meetings due tounavoidable circumstances, he endeavored
to understand the contents of reported
matters and resolved matters based onmaterials distributed in advance.

She attended all 15 meetings of the Boardof Directors held during the current fiscal
year, and asked questions and madeproposals necessary for deliberating itemsof business, as appropriate, based on her
experience and insight as a corporate
manager.

A.

D.

Outline of limited liability
No items to report
No items to reportagreement(Notes) 1. Outside Directors Takayama Tsuyoshi and Tachibana Fukushima Sakie are independent officers, which arerequired to be put in place by Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc. for the protectionof general shareholders.
2. Takayama Tsuyoshi’s term of office ended upon his death on April 7, 2015.

- 20 -

[Outside Audit & Supervisory Board Member]
TSURUTA Rokurou
A.

NOMURA Akio

NATSUME Kazuyoshi

Important concurrent
positions

Attorney at law
Outside Director of TPR
Co., Ltd.
Outside Audit &Supervisory Board Memberof Sumitomo Mitsui
Financial Group, Inc.

Advisor of Osaka Gas Co., Director and Advisor of
Ltd.
CHUBU-NIPPON
Outside Director of THE
BROADCASTING CO.,ROYAL HOTEL, LIMITED LTD.
Outside Director of
Outside Audit &SHIONOGI & CO., LTD.
Supervisory Board Member
Outside Audit &of Daimaru Matsuzakaya
Supervisory Board Member Department Stores Co. Ltd.
of Daimaru Matsuzakaya
Department Stores Co. Ltd.

Relationship with theCompany

No special relationships
exist

No special relationships
exist

No special relationships
exist

B.

Relationship with specified
affiliated business operator

No items to report

No items to report

No items to reportC.

Major activities during
current fiscal year

He attended all 15 meetingsof the Board of Directors
held during the current
fiscal year, and asked
questions and statedopinions, as appropriate, inorder to clarify questions
and other matters. In
addition, he attended 13 of
the 15 meetings of the Audit& Supervisory Board held
during the current fiscal
year, where his input
included exchanging
opinions on audit results
and participating indeliberations on important
audit matters.

He attended 14 of the 15
meetings of the Board of
Directors held during thecurrent fiscal year, andasked questions and statedopinions, as appropriate, inorder to clarify questions
and other matters. In
addition, he attended all 15
meetings of the Audit &Supervisory Board held
during the current fiscal
year, where his input
included exchanging
opinions on audit results
and participating indeliberations on important
audit matters.

He attended 14 of the 15
meetings of the Board of
Directors held during thecurrent fiscal year, andasked questions and statedopinions, as appropriate, inorder to clarify questions
and other matters. In
addition, he attended 14 of
the 15 meetings of the Audit& Supervisory Board held
during the current fiscal
year, where his input
included exchanging
opinions on audit results
and participating indeliberations on important
audit matters.

D.

Outline of limited liability
No items to report
No items to report
No items to reportagreement(Note) The three above-mentioned Outside Audit & Supervisory Board Members are independent officers, which arerequired to be put in place by Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc. for the protection ofgeneral shareholders.

- 21 -

5. Matters relating to Accounting Auditor(1) Name of Accounting Auditor
Ernst & Young Shin Nihon LLC(2) Amount of remuneration, etc. of Accounting Auditor(i) Amount of remuneration, etc. to be paid by the Company¥64 million(ii) Total cash and other financial profits to be paid by the Company and its¥166 million
subsidiaries(Notes) 1. Among the significant subsidiaries of the Company, PARCO Co., Ltd. and its 4 subsidiaries are auditedby auditing firms other than the Accounting Auditor of the Company. PARCO Co., Ltd. is audited by
KPMG AZSA LLC.
2. The audit agreement entered into by the Accounting Auditor and the Company does not clearly
distinguish the amount being derived from the audit under the Companies Act and that being derived
from the audit under the Financial Instruments and Exchange Act, and the two amounts cannot bepractically distinguished from each other. Therefore, the amount in (i) above indicates the total of thesetwo kinds of amounts.

(3) Content of non-audit service
Consulting service for the introduction of International Financial Reporting Standards (IFRS)(4) Policy for determining dismissal or non-reappointment of Accounting Auditor
If the Accounting Auditor falls under any of the reasons for dismissal prescribed in Paragraph 1,
Article 340 of the Companies Act, or there is a situation that significantly obstructs its auditing of theCompany, for example where an order to suspend auditing activities is received from the competentauthorities, and such factors are deemed appropriate reasons to dismiss or not reappoint the
Accounting Auditor, the Audit & Supervisory Board shall deliberate whether to dismiss the
Accounting Auditor through the agreement of all Audit & Supervisory Board Members or to request
the Board of Directors to include the dismissal or non-reappointment of the Accounting Auditor in the
purpose of a shareholders meeting. The Board of Directors shall, in consideration of the opinion of the
Audit & Supervisory Board, deliberate whether to include the dismissal or non-reappointment of the
Accounting Auditor in the purpose of a shareholders meeting.

- 22 -

6. System and policies of the Company(1) System to ensure that execution of duties by directors complies with laws and regulations andthe Articles of Incorporation, and other systems to ensure properness of operations
I. System to ensure that execution of duties by directors and employees complies with laws andregulations and the Articles of Incorporation(Item 6, Paragraph 4, Article 362 of the Companies Act and Item 4, Paragraph 1, Article 100 of theOrdinance for Enforcement of the Companies Act)
(1) Corporate governance(i) Final decision making on important matters relating to management and supervision of
execution of duties by directors shall be in compliance with the “Rules of the Board of
Directors” and shall be carried out at meetings of the Board of Directors held at least once
every month.
(ii) For decision making, monitoring action and the like by the Board of Directors, highly
independent Outside Directors able to make judgments with independence from top
management and to make appropriate decisions shall be appointed.
(iii) Audit & supervisory board members shall carry out auditing of execution of duties bydirectors and executive officers in compliance with the “Rules of the Audit & Supervisory
Board” and the “Audit & Supervisory Board Members’ Audit Standard.”(iv) The Company shall bring in Outside Audit & Supervisory Board Members with knowledge
and experience to monitor the management of the Company from an objective standpoint andshall strengthen its auditing function.
(v) Other than the Board of Directors and the Audit & Supervisory Board, the Company shall
operate the following meeting structures.
Group Management Meeting(This meeting shall be composed of internal directors and attendance by full-time audit &supervisory board members is required. It shall deliberate over and determine important
policies and measures with respect to overall group management.)
Group Strategy Meeting(This meeting shall be composed of internal directors. It shall carry out debates onimportant issues with respect to group management and shape approaches to such issues.)
Group Results and Strategy Examination Meeting(This meeting shall be composed of internal directors and others. Its activities shall include
carrying out debates on group results and related important issues and following them up.)
Group Liaison Meeting(This meeting shall be composed of internal directors and others. Its activities shall include
sharing information on important matters among all Group companies.)
Affiliated Business Presidents Meeting, SS Business Presidents Meeting(These meetings shall confirm progress of results, confirm issues and exchange information
at all Group companies excluding department stores.)(vi) The Company shall establish the Management Strategy Unit, the Affiliated Business Unit andthe Administration Unit and clarify the roles, responsibilities and authorities of organizations,and shall introduce an Executive Officer system and work to separate management decision
making from the execution of business.
(2) Compliance and risk management(i) The Company shall ensure that all Group officers and employees are thoroughly familiarizedwith the “JFR Group Mission Statement” and the “JFR Group Compliance and Risk
Management Manual.”(ii) The Company shall establish the Compliance and Risk Management Committee as anadvisory body to the Board of Directors regarding the operation of compliance and risk
management. The President shall be the chairperson and the members of the committee shall- 23 -

be corporate lawyers and directors, audit & supervisory board members and others selected by
the chairperson.
(iii) An officer shall be put in charge of compliance and risk management in order to promote theoperation of compliance and risk management.
(iv) At each Group company, departments and responsible persons shall be put in charge ofpromotion of compliance and risk management, and shall carry out daily supervision anddirection of business operations that are in accordance with laws and regulations and internal
company rules.
(v) The Compliance and Risk Management Committee shall work to develop the foundations ofcompliance and risk management such as internal company rules, operation management
manuals and formulation of management systems. In addition, the committee shall strengthen
systems that are in compliance with laws and regulations and internal company rules at all
Group companies by periodically carrying out work rank-tailored compliance and risk
management training through departments in charge of promotion of compliance and risk
management at each company. Internal company rules, manuals and the like shall be madeavailable for inspection and verification by all officers and employees at any time by postingthem on the intranet.
(vi) The Compliance and Risk Management Committee shall periodically request reports frompersons in charge of promotion of compliance and risk management at each Group company
regarding the status of compliance and risk management in their respective areas of
responsibility, and take proper rectification measures. In addition, the committee shallformulate guidelines and measures to prevent recurrence to be followed and taken by theGroup as a whole, and implement the said guidelines and measures.
(vii) The Company shall establish the “JFR Group Compliance Hotline” as the whistle-blowing
system of the JFR Group that also extends beyond companies (to a corporate lawyer), which
may be used by all persons working at all Group companies.
(viii) The Company shall establish the Internal Audit Division, which will audit the operations of
the Company and all Group companies, examine the properness and effectiveness of theprocesses for these operations, and provide guidance and education to all departments at theCompany and all Group companies. Important matters shall be properly reported to the Boardof Directors and the Audit & Supervisory Board.
(3) System to secure appropriateness of financial reporting
The Company shall be in compliance with accounting standards and various associated laws andregulations, and shall construct an internal company system to secure the legality andappropriateness of its financial reporting.
II. Rules concerning management of risk of losses and other systems(Item 2, Paragraph 1, Article 100 of the Ordinance for Enforcement of the Companies Act)(i) For risks involved in business operations, the Compliance and Risk Management Committee
shall carry out evaluations and management, and for important risks, the committee shallperiodically report on the risk management status to the Board of Directors.
(ii) Of the risks involved in business operations that are identified, for particularly serious items,
the Compliance and Risk Management Committee shall deliberate over and determine apolicy in response, and shall prevent them from occurring by having each of the responsible
departments execute the said policy.
(iii) For crisis events such as large-scale earthquakes, fires and accidents, crisis management shallbe controlled by the “Emergency Response Headquarters” headed by the President.
III. System for storage and management of information regarding execution of duties by directors(Item 1, Paragraph 1, Article 100 of the Ordinance for Enforcement of the Companies Act)(i) For the below-mentioned documents relating to the execution of duties by directors, inaccordance with the rules on document management, each responsible department shall carryout document storage and management during the stipulated period and shall develop asystem to enable inspections of such documents at any time.
- 24 -

1) Minutes of shareholders meetings and related documents
2) Minutes of Board of Directors meetings and related documents
3) Circular approval memos, applications, reports
4) Documents relating to financial reporting(ii) For minutes and related documents regarding meetings chaired by directors and otherimportant documents relating to the execution of duties by directors, each responsible
department shall carry out document storage and management and shall develop a system toenable inspections of such documents at any time.
IV. System to ensure efficient execution of duties by directors(Item 3, Paragraph 1, Article 100 of the Ordinance for Enforcement of the Companies Act)(i) The Company shall have the Management Strategy Unit, the Affiliated Business Unit and theAdministration Unit as management bodies of the Group, and directors shall be appointed as
the heads of the units. Under this structure, communication of decision-making matters at theBoard of Directors to the executive officers shall be facilitated and business shall be executed
expeditiously.
(ii) The President and the unit heads shall work to achieve management targets and medium- andlong-term plans based on their respective roles, responsibilities and authorities by thoroughly
making them known to all officers and employees, and giving execution instructions andcarrying out efficient monitoring of business execution. Regarding progress in achieving
targets at each department based on the management targets and medium- and long-term plans,
they shall also demand reports at the Group Results and Strategy Examination Meeting andthe like, and manage such progress accordingly.
(iii) For deliberation and determination of company-wide important matters, the GroupManagement Meeting, the Group Strategy Meeting and others shall be used effectively tocontribute to decision making by the Board of Directors.
V. System to ensure properness of operations at the corporate group composed of the Company and its
subsidiaries(Item 5, Paragraph 1, Article 100 of the Ordinance for Enforcement of the Companies Act)(i) The President and the unit heads shall provide guidance to all Group companies for thedevelopment of a proper internal control system regarding operations deemed necessary.
(ii) The President and the unit heads shall require all Group companies to make reports on theirbusinesses through bodies such as the Group Results and Strategy Examination Meeting, theAffiliated Business Presidents Meeting and the SS Business Presidents Meeting, and shallsupervise the proper execution of business.
(iii) The Internal Audit Division shall carry out internal audits of everyday operations at all Group
companies, examine the properness and effectiveness of the processes for these operations,and provide guidance and education to all departments at the Company and all Group
companies. Important matters shall be properly reported to the Board of Directors and the
Audit & Supervisory Board.
(iv) The Compliance and Risk Management Committee shall control the departments and persons
in charge of promotion of compliance and risk management at each Group company andpromote compliance and risk management operations at all Group companies through use of
the meeting bodies.
(v) In cases where the Company’s business management or the contents of its management
guidance is in violation of laws and regulations or other problems in terms of compliance andrisk management are recognized, Group companies shall report the matter to the audit &supervisory board members or the Compliance and Risk Management Committee. If thisoccurs, the audit & supervisory board members or the Compliance and Risk Management
Committee may state an opinion to the Board of Directors and request the formulation of an
improvement plan.

- 25 -

VI. Matters regarding employees who assist audit & supervisory board members in their duties when
audit & supervisory board members request assignment of such employees, and the independenceof such employees from directors(Items 1 and 2, Paragraph 3, Article 100 of the Ordinance for Enforcement of the Companies Act)(i) Dedicated staff assigned to audit & supervisory board members shall be in charge ofassistance for audit & supervisory board members in their duties.
(ii) Appointments and transfers of staff assigned to audit & supervisory board members shall be
carried out following consultations with internal audit & supervisory board members.
(iii) Personnel evaluations of staff assigned to audit & supervisory board members shall be carriedout following consultations with internal audit & supervisory board members.
VII. System for reporting by directors and employees to audit & supervisory board members and othersystems for reporting to audit & supervisory board members, and other systems to ensure effective
execution of audits by audit & supervisory board members(Items 3 and 4, Paragraph 3, Article 100 of the Ordinance for Enforcement of the Companies Act)(i) If there is an event or risk of event that is significantly damaging to the Company, if unlawful
or wrongful conduct by a director or employee is discovered, or if any other event stipulatedby the Audit & Supervisory Board as a matter to be reported occurs, directors and employees
shall report such fact to the Audit & Supervisory Board. Furthermore, notwithstanding theforegoing, an audit & supervisory board member may at any time request a report from a
director or employee as necessary.
(ii) In order to enable audit & supervisory board members to grasp important decision-making
processes and the status of execution of duties, audit & supervisory board members may
attend important meetings and committees such as meetings of the Board of Directors and theGroup Management Meeting. In addition, they may inspect important documents associatedwith the execution of duties, such as circular approval memos, and request explanations of thesaid documents from officers and employees where necessary.
(iii) The Internal Audit Division shall carry out necessary audits, submissions of audit reports andother duties if requested or demanded to do so by an audit & supervisory board member.
(iv) The Audit & Supervisory Board shall be in compliance with the “Rules of the Audit &Supervisory Board” and shall have periodic meetings and the like with the representative
directors in order to develop the environment for auditing by audit & supervisory board
members, strengthen the relationship between them and the representative directors, andprovide feedback to management based on their auditing.
(2) Basic policy regarding control of the Company
I. Contents of basic policy
The Company believes it is necessary for the party controlling the Company’s financial andbusiness policy decisions to be a party who sufficiently understands the financial and businessdetails of the Group and the sources of the Group’s corporate value, continuously and sustainably
ensures that the corporate value of the Group and, by extension, the common interests ofshareholders are served, and enables further improvement in this area.
As the Company is a listed enterprise, the Company’s policy regarding its shareholders is that, ingeneral, they are determined through free market transactions on the financial instruments market.
Furthermore, even in the case of a purchase of shares of the Company above a certain scale byspecific shareholders or specific groups (hereinafter “Large-Scale Purchase”), if this Large-Scale
Purchase will contribute to the corporate value of the Group and, by extension, the common
interests of its shareholders, the Company believes that this should not be rejected outright and that,
ultimately, the decision on whether to accept or reject it should be left to the discretion of theCompany’s shareholders.
Nevertheless, a Large-Scale Purchase that involves a serious risk of causing damage to thecorporate value of the Group may be envisaged. This may include a Large-Scale Purchase that, inview of its purpose and other factors, would demonstrably harm the Group’s corporate value; one
with the potential to involve substantial coercion of shareholders to sell shares of the Company; or- 26 -

one that would not provide sufficient time and information for the Company’s Board of Directors
and shareholders to consider factors such as the details of the large-scale purchaser’s proposal, orfor the Company’s Board of Directors to make an alternative proposal.
A party attempting this kind of Large-Scale Purchase, which would not contribute to thecorporate value of the Group and, by extension, the common interests of its shareholders(hereinafter, the “Large-Scale Purchaser”), would not be appropriate as a party controlling theCompany’s financial and business policy decisions. Accordingly, the Company believes that it isthe duty of the Company’s Board of Directors, which is entrusted by the shareholders to manage
the Company, to respond to this kind of Large-Scale Purchase by ensuring that processes such asprovision of information by the Large-Scale Purchaser and considerations and evaluations by theCompany’s Board of Directors are carried out, and securing sufficient time for the Company’s
Board of Directors and shareholders to consider the details of the Large-Scale Purchaser’s proposal
in order to prevent damage to the corporate value of the Group and, by extension, the common
interests of its shareholders.
II. Frameworks contributing to realization of basic policy
Since the foundation of Daimaru and Matsuzakaya, the Group has been engaged in businesses ofkimono fabric stores and department stores for many years based on the corporate philosophies andtraditional spirits of these businesses, which are: “Service before profit (those who place service
before profit will prosper),” “Abjure all evil; pursue all good” and “In doing good to others, we dogood to ourselves.”
The Company believes that the sources of the Group’s corporate value are the relationships oftrust it has established with customers and with society, which have been refined on the basis ofthese philosophies and spirits.
Accordingly, in order to exemplify the principles of “customer-first principle” and “contribution
to society,” which are in common with these philosophies and spirits, the Company has establishedthe following basic philosophies of the Group: “to aim at providing high quality products andservices that meet the changing times and satisfying customers beyond their expectations” and “toaim at developing the Group by making a broad contribution to society as a fair and trusted
business entity.” Based on these basic philosophies, the Company implements a wide range ofmeasures with the aim of realizing the Group’s vision, which is to secure a position as a leading
Japanese retail company both in terms of quality and quantity, with the Department Store Businessat its core, in order to make a contribution to securing and enhancing the corporate value of theGroup and, by extension, the common interests of shareholders.
III. Framework to prevent parties deemed inappropriate in light of basic policy from controlling thefinancial and business policy decisions of the Company
At present, the Company has not specifically stipulated a concrete framework for a case in whicha Large-Scale Purchaser appears, commonly known as takeover defense measures.
Nevertheless, the Company believes that, in order to prevent damage to the Group’s corporate
value if a Large-Scale Purchaser appears, it is necessary to carefully examine the impact a LargeScale Purchase would have on the Group’s corporate value after ascertaining certain information
about the Large-Scale Purchaser. Such information would include the nature of the Large-Scale
Purchaser, the purpose of the Large-Scale Purchase, the Large-Scale Purchaser’s proposed financial
and business policies and their policy for handling shareholders, the Group’s customers, business
partners, employees, the communities that surround the Group and other stakeholders.
Accordingly, if this occurs, the Company will establish an independent committee composed ofoutside officers and experts with viewpoints that are independent from the Company’s internal
directors. If the Company judges that the said Large-Scale Purchaser is inappropriate in light of theaforementioned basic policy after considering advice and opinions from the committee, theCompany will act to secure the Group’s corporate value and, by extension, the common interests ofshareholders by taking necessary and appropriate countermeasures.
IV. Judgment of the Company’s Board of Directors regarding concrete framework and reasons for such
judgment
Various measures formulated by the Group are formulated based on the Group’s basic- 27 -

philosophy, and are intended to further build up the relationships of trust with customers and withsociety, which are the sources of the Group’s corporate value. Therefore, the Company believes thatthese measures are in line with the contents of the basic policy and contribute to securing andenhancing the corporate value of the Group and, by extension, the common interests ofshareholders.
Furthermore, if the Company takes necessary and appropriate countermeasures against a LargeScale Purchaser judged to be inappropriate in light of the basic policy, the fairness, neutrality andrationality of this judgment will be ensured by making it in consideration of advice and opinionsfrom an independent committee whose independence from the internal directors of the Company isassured. Accordingly, the Company believes that these measures would not damage the corporate
value of the Group or the common interests of shareholders, and that they are not intended tomaintain the positions of the officers of the Company.
(3) Policy regarding decisions on dividends of surplus, etc.
The Company’s basic policy is to return profits appropriately in accordance with a targeted
consolidated dividend payout ratio of 30% or more, with the aim of maintaining and enhancing theCompany’s sound financial standing while keeping profit levels, future capital investment, cash flow
trends and other such factors in consideration. The Company also considers carrying out purchases of
its own shares as appropriate in accordance with such aims as improving capital efficiency andimplementing a flexible capital policy.

- 28 -

Consolidated Financial Statements
Consolidated Balance Sheet (As of February 28, 2015)
Item
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade
Securities
Inventories
Deferred tax assets
Other
Allowance for doubtful accounts

Non-current assets
Property, plant and equipment
Buildings and structures
Land
Construction in progress
Other
Intangible assets
Goodwill
Other
Investments and other assets
Investment securities
Long-term loans receivable
Lease and guarantee deposits
Net defined benefit asset
Deferred tax assets
Other
Allowance for doubtful accounts

Deferred assets
Bond issuance cost

(Note)

AmountItem
Liabilities
192,310 Current liabilities
34,106
Notes and accounts payable - trade75,556
Short-term loans payable
1,353
Commercial papers
31,204Current portion of bonds
12,182
Income taxes payable
38,058Advances received(151)
Gift certificates
Provision for bonuses
Provision for directors’ bonuses
Provision for sales returns
Provision for books unsold
Provision for sales promotion
expenses
Reserve for gift certificates
Provision for loss on businessliquidation
Provision for loss on stores rebuilding
Other826,346 Non-current liabilities
Bonds payable
656,804
187,935
Long-term loans payable
349,578
Deferred tax liabilities
114,097
Net defined benefit liability
5,192
Provision for directors’ retirement
benefits
Other
43,0072,005
41,001
Total liabilities
Net assets
126,535 Shareholders’ equity
37,516
Capital stock
1,506
Capital surplus
61,985Retained earnings
11,864
Treasury shares
4,159 Accumulated other comprehensive
12,067 income(2,564)
Valuation difference on available-forsale securities
Deferred gains or losses on hedges
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
43
43 Subscription rights to shares
Minority interests

Total net assets
Total assets
1,018,700
Total liabilities and net assets
Amounts have been rounded down to the nearest one million yen.

- 29 -(Millions of yen)Amount305,463
95,02022,22028,691
12,00012,702
18,65637,973
5,630
194
22
113
722
13,241
121
760
57,392282,771
12,00093,546
101,486
31,51439
44,185588,235
380,947
30,000209,556
147,760(6,369)(4,855)
2,352
(35)
659
(7,832)
15
54,357
430,465
1,018,700

Consolidated Statement of Income (From March 1, 2014 to February 28, 2015)(Millions of yen)
Item

AmountNet sales
Net sales of goods
Rent income of real estate
Cost of sales
Cost of goods soldCost of real estate rent

1,138,801
10,727

1,149,529

899,3796,486

905,865

Gross profit
Selling, general and administrative expenses

243,663
201,572

Operating income
Non-operating income
Interest income
Dividend income
Share of profit of entities accounted for using
equity method
Other

42,091

3,869

5,411

Non-operating expenses
Interest expenses
Other

1,481
5,617

7,098

372
434
735

Ordinary income
Extraordinary income
Gain on sales of non-current assets
Gain on sales of investment securities

40,404
84
2,811

2,896

Extraordinary losses
Loss on disposal of non-current assets
Loss on valuation of investment securities
Impairment loss
Loss on liquidation of business
Construction indemnification expenses
Other

1,894
36
965
654
650
209

4,411

Income before income taxes and minority
interests
Income taxes - current
Income taxes - deferred

38,88816,396(500)

Income before minority interests
Minority interests in income

15,89622,992
3,073

Net income(Note) Amounts have been rounded down to the nearest one million yen.

- 30 -

19,918

Consolidated Statement of Changes in Equity (From March 1, 2014 to February 28, 2015)(Millions of yen)
Shareholders’ equity

Balance as of March 1,
2014

Accumulated other comprehensive income

Capitalstock

CapitalsurplusRetainedearnings

TreasurysharesTotal shareholders’equity30,000209,557

134,178(6,343)367,392

Valuationdifferenceonavailablefor-salesecurities

Deferred
gains orlosses onhedgesForeigncurrencytranslation
adjustment

Remeasurements ofdefinedbenefit
plans

Total
accumulated othercomprehensive
income

2,357

(25)

449

–

2,780

(4)

(9)

210

(7,832)(7,636)

Changes of items during
the fiscal year
Dividends of surplus(6,336)(6,336)

Net income

19,91819,918Purchase of treasury
shares
Disposal of treasury
shares

(1)

(39)

(39)

14

12

Net changes of items
other thanshareholders’ equity
Total changes of items
during the fiscal year–(1)

13,581(25)

13,554

(4)

(9)

210

(7,832)(7,636)

Balance as of February
28, 2015

30,000209,556

147,760(6,369)380,947

2,352

(35)

659

(7,832)(4,855)

Subscription
rights tosharesMinority
interests

Total net
assets15

52,025422,215

Balance as of March 1,
2014
Changes of items during
the fiscal year
Dividends of surplus(6,336)

Net income

19,918Purchase of treasury
shares(39)

Disposal of treasury
shares12

Net changes of items
other thanshareholders’ equity

–

2,331

(5,304)

Total changes of items
during the fiscal year

–

2,331

8,250

Balance as of February
28, 2015

15

54,357

430,465(Note)

Amounts have been rounded down to the nearest one million yen.

[Reference]

Consolidated Statement of Cash Flows (Summary)(From March 1, 2014 to February 28, 2015)(Millions of yen)AmountItem

Cash flows from operating activities
44,650Cash flows from investing activities(16,272)
Cash flows from financing activities(27,587)
Effect of exchange rate change on cash and cash equivalents
65
Net increase (decrease) in cash and cash equivalents
856
Cash and cash equivalents at beginning of period
31,276
Cash and cash equivalents at end of period
32,132(Note)
Amounts have been rounded down to the nearest one million yen.

- 31 -

Non-consolidated Financial Statements
Non-consolidated Balance Sheet (As of February 28, 2015)
Item
AssetsAmountCurrent assets
Cash and deposits
Short-term loans receivable fromsubsidiaries and associates
Deferred tax assets
Other

57,922
15,955

Non-current assets
Property, plant and equipment
Buildings and structures
Other

371,26064630Intangible assets
Software
Other

Investments and other assets
Investment securities
Shares of subsidiaries and associates
Long-term loans receivable fromsubsidiaries and associates
Deferred tax assets
Other

Deferred assets
Bond issuance cost

(Note)

39,919
166
1,880

134
133
0

371,061
568
315,770
54,536
44
141

43
43

Item
Liabilities
Current liabilities
Short-term loans payable
Commercial papers
Current portion of bonds
Accrued expenses
Income taxes payable
Provision for bonuses
Provision for directors’ bonuses
Other(Millions of yen)Amount
49,776
12,50024,191
12,000
307
67
148
73
487

Non-current liabilities
Bonds payable
Long-term loans payable
Other

70,76912,00058,7609

Total liabilities
Net assets
Shareholders’ equity
Capital stock
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Other retained earnings
Retained earnings brought
forwardTreasury shares

120,545
308,655
30,000247,1027,500
239,60237,08537,08537,085(5,532)

Valuation and translation adjustments
Valuation difference on available-forsale securities

9

Subscription rights to shares
Subscription rights to shares

15
15

Total net assets
Total assets
429,226
Total liabilities and net assets
Amounts have been rounded down to the nearest one million yen.

- 32 -

9308,681429,226

Non-consolidated Statement of Income (From March 1, 2014 to February 28, 2015)(Millions of yen)
Item

AmountOperating revenue
Dividend income
Consulting fee income

8,479
2,668

11,147

General and administrative expenses

2,755

Operating income
Non-operating income
Interest income
Other

8,391
792
65

Non-operating expenses
Interest expenses
Other

674
115

Ordinary income

857

789
8,460

Income before income taxes
Income taxes - current
Income taxes - deferred

8,460
6
66

Net income(Note) Amounts have been rounded down to the nearest one million yen.

- 33 -

72
8,388

Non-consolidated Statement of Changes in Equity (From March 1, 2014 to February 28, 2015)(Millions of yen)
Valuationandtranslation
adjustments

Shareholders’ equity
Retainedearnings

Capital surplus

Capitalstock

Balance as of March 1,
2014

30,000Legal capital Other capitalsurplussurplus

7,500

239,601

Otherretainedearnings

TreasurysharesValuation
Total share- difference
holders’ on availableequity
for-salesecurities(5,507)

306,628

Retainedearnings
brought
forward35,034

9

Subscription
rights toshares15

Total net
assets306,654

Changes of items during
the fiscal year
Dividends of surplus(6,336)(6,336)(6,336)

Net income

8,388

8,388

8,388

(37)

(37)

(37)

12

12

12

Purchase of treasury
shares
Disposal of treasury
shares0

Net changes of items
other thanshareholders’ equity
Total changes of items
during the fiscal year

–

–

0

2,051

(24)

2,026

–

–

2,026

Balance as of February
28, 2015

30,0007,500

239,60237,085(5,532)308,6559

15308,681(Note)

Amounts have been rounded down to the nearest one million yen.

- 34 -

THE AUDIT REPORT OF INDEPENDENT AUDITORSCONCERNING THE CONSOLIDATED FINANCIAL STATEMENTS (COPY)

Report of Independent Auditors
April 7, 2015
The Board of Directors
J. Front Retailing Co., Ltd.
Ernst & Young ShinNihon LLC
Hiroyuki Koichi(seal)
Certified Public Accountant
Designated and Engagement Partner

Hiroki Suzuki(seal)
Certified Public Accountant
Designated and Engagement Partner
Takao Oshitani(seal)
Certified Public Accountant
Designated and Engagement Partner
Pursuant to Paragraph 4, Article 444 of the Companies Act, we have audited the accompanying
consolidated financial statements, which comprise the consolidated balance sheet, the consolidated
statement of income, the consolidated statement of changes in equity and the notes to the consolidated
financial statements of J. Front Retailing Co., Ltd. (the “Company”) applicable to the 8th fiscal year fromMarch 1, 2014 through February 28, 2015.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statementsin accordance with accounting principles generally accepted in Japan, and for designing and operating suchinternal control as management determines is necessary to enable the preparation and fair presentation of
the consolidated financial statements that are free from material misstatement, whether due to fraud or
error.
Auditors’ Responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditors’ judgment, including theassessment of the risks of material misstatement of the consolidated financial statements, whether due tofraud or error. In making those risk assessments, the auditors consider internal control relevant to theentity’s preparation and fair presentation of the consolidated financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position and results of operations of the J. Front Retailing Group, which consisted of
the Company and consolidated subsidiaries, applicable to the 8th fiscal year from March 1, 2014 throughFebruary 28, 2015 in conformity with accounting principles generally accepted in Japan.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public
Accountants Act.

- 35 -

THE AUDIT REPORT OF INDEPENDENT AUDITORSCONCERNING THE NON-CONSOLIDATED FINANCIAL STATEMENTS (COPY)

Report of Independent Auditors
April 7, 2015
The Board of Directors
J. Front Retailing Co., Ltd.
Ernst & Young ShinNihon LLC
Hiroyuki Koichi(seal)
Certified Public Accountant
Designated and Engagement Partner

Hiroki Suzuki(seal)
Certified Public Accountant
Designated and Engagement Partner
Takao Oshitani(seal)
Certified Public Accountant
Designated and Engagement Partner
Pursuant to Item 1, Paragraph 2, Article 436 of the Companies Act, we have audited the accompanying
financial statements, which comprise the balance sheet, the statement of income, the statement of changes
in equity, the notes to the financial statements and the related supplementary schedules of J. Front RetailingCo., Ltd. (the “Company”) applicable to the 8th fiscal year from March 1, 2014 through February 28, 2015.
Management’s Responsibility for the Financial Statements and the Related Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and therelated supplementary schedules in accordance with accounting principles generally accepted in Japan, andfor designing and operating such internal control as management determines is necessary to enable thepreparation and fair presentation of the financial statements and the related supplementary schedules thatare free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on the financial statements and the related supplementaryschedules based on our audit. We conducted our audit in accordance with auditing standards generally
accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements and the related supplementary schedules are free frommaterial misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements and the related supplementary schedules. The procedures selected depend on theauditors’ judgment, including the assessment of the risks of material misstatement of the financial
statements and the related supplementary schedules, whether due to fraud or error. In making those risk
assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentationof the financial statements and the related supplementary schedules in order to design audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating theoverall presentation of the financial statements and the related supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
OpinionIn our opinion, the financial statements and the related supplementary schedules referred to above present
fairly, in all material respects, the financial position and results of operations of J. Front Retailing Co., Ltd.
applicable to the 8th fiscal year from March 1, 2014 through February 28, 2015 in conformity withaccounting principles generally accepted in Japan.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public
Accountants Act.

- 36 -

THE AUDIT REPORT OF AUDIT & SUPERVISORY BOARD MEMBERS

Audit Report
The Audit & Supervisory Board hereby reports as follows regarding the performance of duties by Directorsof J. Front Retailing Co., Ltd. (the “Company”) during the 8th fiscal year from March 1, 2014 to February
28, 2015, based on audit reports prepared by each Audit & Supervisory Board Member and subsequentdeliberations of the Audit & Supervisory Board.
1. Method of the audits by the individual Audit & Supervisory Board Members and the Audit &Supervisory Board; content of audits
In addition to receiving reports on the progress in and results of audits by the individual Audit &Supervisory Board Members, based on the Audit & Supervisory Board’s policies for this fiscal year anddivision of duties and the like, the Audit & Supervisory Board also received reports on businessperformance from Directors and the Accounting Auditor, and requested explanations from them asnecessary.
In accordance with the auditing standards, set forth by the Audit & Supervisory Board, policies for thisfiscal year and division of duties and the like, each of Audit & Supervisory Board Members worked tocommunicate with Directors, the Internal Audit Department, and other employees in collecting informationand establishing an appropriate audit environment. Audit & Supervisory Board Members participated inmeetings of the Board of Directors and other key meetings, received reports from Directors, Executive
Officers, employees and others regarding the performance of their duties, and when necessary, requested
explanations of those reports. Audit & Supervisory Board Members also reviewed key decision documents,
and conducted surveys of the operations and assets. Further, Audit & Supervisory Board Members regularly
received reports from Directors, Executive Officers, employees and others, requested explanations asnecessary, and expressed opinions on the status of establishment and operation of matters necessary toensure compliance by Directors with laws and regulations, and the Articles of Incorporation, and thoseneeded to ensure the fair performance of the Company’s operations as a stock corporation as described in
the Business Report, namely decisions by the Board of Directors regarding the establishment of systems as
set forth in Items 1 and 3, Article 100 of the Ordinance for Enforcement of the Companies Act (the internal
control system). Additional consideration was given to the basic policy and activities set forth in Items 3 (a)and 3 (b), Article 118 of the Ordinance for Enforcement of the Companies Act, as noted in the Business
Report, based on the status of deliberations at the meeting of the Board of Directors and other key
meetings. Regarding subsidiaries, Audit & Supervisory Board Members worked to communicate with
Directors, Audit & Supervisory Board Members, and other parties at those subsidiaries, and whennecessary conduct hearings with them regarding their business and visit them for surveys of operations andassets of those subsidiaries. Based on the above methods, Audit & Supervisory Board Members examined
the Business Report and the supplementary schedules regarding the current fiscal year.
Further, while also monitoring and reviewing the audit of the Accounting Auditor to ensure they maintained
an independent position and conducted their audits fairly, Audit & Supervisory Board Members received
reports from them regarding the performance of their duties, and when necessary, asked for further
explanation regarding those reports. Audit & Supervisory Board Members also received notice from the
Accounting Auditor in accordance with “the system for ensuring appropriate execution of their duties” (asenumerated in each Item of Article 131 of the Company Accounting Regulation Ordinance) in compliancewith the “Quality Control Standards Relating to Auditing” (adopted by the Business Accounting
Deliberations Council in October 28, 2005), and, where necessary, Audit & Supervisory Board Members
requested further explanation regarding that notice. Based on the above methods, Audit & Supervisory
Board Members proceeded to review the non-consolidated financial statements (consist of the nonconsolidated balance sheet, the non-consolidated statement of income, the non-consolidated statement ofchanges in equity, and the notes to the non-consolidated financial statements) with the supplementaryschedules, and the consolidated financial statements (consist of the consolidated balance sheet, theconsolidated statement of income, the consolidated statement of changes in equity, and the notes to theconsolidated financial statements) for the current fiscal year.

- 37 -

2. Audit Results(1) Results of Audit of Business Report, etc.
(i) The Audit & Supervisory Board confirms that the Business Report and the supplementary schedules
conformed to the applicable laws and regulations, and the Articles of Incorporation, and that they
accurately present the situation of the Company.
(ii) With respect to the performance of duties by Directors, the Audit & Supervisory Board found no
improper acts or important violation of applicable laws and regulations or the Articles of Incorporation.
(iii) The Audit & Supervisory Board confirms that decisions by the Board of Directors regarding theCompany’s internal control systems are fair and adequate, and found no areas that require mention
regarding the description of the internal control systems in the Business Report and the performance of
duties by Directors.
(iv) The Audit & Supervisory Board found no items that need to be pointed out regarding the basic policy
regarding those who control the determination of the Company’s financial and operational policies, noted in
the Business Report. The Audit & Supervisory Board confirms that activities set forth in Item 3 (b), Article
118 of the Ordinance for Enforcement of the Companies Act, as noted in the Business Report, are in linewith this basic policy, are not harmful to the common interest of the Company’s shareholders, and are notintended to maintain the positions of Directors or Audit & Supervisory Board Members of the Company.
(2) Results of Audit of Non-consolidated Financial Statements and Supplementary Schedules
The Audit & Supervisory Board confirms that the methods used and results achieved by the Accounting
Auditor, Ernst & Young ShinNihon LLC, are fair and adequate.
(3) Results of Audit of Consolidated Financial Statements
The Audit & Supervisory Board confirms that the methods used and results achieved by the Accounting
Auditor, Ernst & Young ShinNihon LLC, are fair and adequate.
April 8, 2015
Audit & Supervisory Board
J. Front Retailing Co., Ltd.

ARAI Kenji(seal)
Full-time Audit & Supervisory Board
MemberNISHIHAMA Tsuyoshi (seal)
Full-time Audit & Supervisory Board
Member
TSURUTA Rokurou(seal)
Outside Audit & Supervisory Board
Member
NOMURA Akio
(seal)
Outside Audit & Supervisory Board
Member
NATSUME Kazuyoshi (seal)
Outside Audit & Supervisory Board
Member- 38 -

(Reference)
I. Capital and Business Alliance with Senshukai Co., Ltd. (Conversion into an Equity Method
Associate)
The Company resolved at a meeting of its Board of Directors held on April 17, 2015 to conclude a
capital and business alliance with Senshukai Co., Ltd. (Securities code: 8165, First Section of the Tokyo
Stock Exchange; “Senshukai”) and to convert Senshukai into an equity method associate, as described
below.
1. Reason for the capital and business alliance
The Group has store assets of its core department stores including Parco and StylingLife Holdings
in a balanced manner in central urban areas throughout Japan as well as prime customer assets. Under
its Medium-term Business Plan, which covers the three years from 2014 to 2016, as the basic policiesof the plan the Group is working to dramatically strengthen its competitiveness and profitability as amultifaceted retailer, to construct a business model for growth along with regions in which it operates
with its stores at the core of such growth (strategy of urban market dominance), and to promote omnichannel retailing that leverages the strengths of physical stores.
Senshukai describes itself as the “Women’s Smiles Company” and deals in a wide-ranging lineup
of merchandise including clothing, daily sundries, and interior goods, with a primary focus on original
goods for women aged from their 30s to their 50s, centered on its mainstay mail order business “Belle
Maison.” Under its Medium- to Long-term Business Plan, a five-year plan covering the years from2014 to 2018, the core strategies are to develop optimal private-brand products for each of the main
target customer segments, expand purchase opportunities by promoting the shift to an omni-channel
format, and increase efficiency by investing in logistics and IT systems.
Recently, amid a significantly changing environment surrounding the retail industry with tougher
competition within the industry, intensifying competition across industries, and so forth, the Company
and Senshukai have had numerous discussions since October 2014, considering that both companies
would be able to efficiently expand their share and develop their businesses through a businessalliance because of the highly complementary nature of their business fields and customer bases. As aresult of these discussions, in order to ramp up their collaboration under their business alliance andrealize its effects, the two companies recognized the need to enhance their framework for promoting
joint operations, such as establishing joint projects together, and therefore agreed to conduct thefollowing capital and business alliance.
2. Details of the capital and business alliance, etc.
(1) Details of the business alliance(i) Expand sales channels and reduce the cost of merchandise through joint development of bothcompanies’ existing private brand merchandise(ii) Conduct cross selling utilizing each company’s resources and expertise with regard to certain
merchandise groups that do not fully meet customers’ needs(iii)Develop and jointly operate new private brand merchandise, utilizing the Group’s expertise in store
development and operation, and sales service, and Senshukai’s product development capabilities(iv)Expand e-commerce business sales and earnings utilizing the Group’s customer base and brandpower and Senshukai’s expertise in e-commerce operations(v) Consider improving the operating efficiency and rebuilding the platform of the Group’s direct
marketing business, utilizing Senshukai’s expertise and order fulfillment system in direct marketing(vi) Generate profits in other ways by utilizing each other’s group assets and expertise to the maximum
extent(vii)Establish a Business Alliance Promotion Committee to drive the above initiatives forward(2) Details of capital alliance
The Company will acquire the existing shares of Senshukai from its shareholders. In addition,- 39 -

Senshukai will conduct a disposal of treasury shares and issuance of new shares through a third-party
allocation, and the Company shall subscribe to and acquire all of these shares. As a result, theCompany’s equity stake in Senshukai will be 22.62% (share of voting rights: 22.65%), making
Senshukai an equity method associate of the Company.
3. Number of shares to be acquired, acquisition price, and shareholding status before and after theacquisition(1) Number of shares held before the transfer
0 shares (Number of voting rights: 0) (Ratio of voting rights held: 0%)(2) Number of shares to be acquired
11,815,000 shares (Number of voting rights: 118,150)(3) Acquisition price (estimated)¥10,245 million (including Advisory fees, etc.)(4) Number of shares held after the transfer
11,815,000 shares (Number of voting rights: 11,815,000) (Ratio of voting rights held: 22.65%)
4. Schedule(1) Date of resolution by the Board of Directors
April 17, 2015
(2) Date of share transfer agreement and capital and business alliance agreement conclusion
April 17, 2015
(3) Date of executing the share transfer
April 22, 2015
(4) Date of underwriting disposed treasury shares and newly issued shares
May 7, 2015
5. Outlook
The Company expects to post approximately ¥2,000 million as share of profit of entities accounted
for using equity method for a one-time amortization of negative goodwill in its consolidated earnings
for the first three months of the fiscal year ending February 29, 2016.
II. Matters regarding determination of matters relating to repurchase of own shares
The Company resolved at a meeting of its Board of Directors held on April 17, 2015 on mattersrelating to repurchase of own shares, pursuant to the provisions of Paragraph 1, Article 459 of theCompanies Act and the Articles of Incorporation, as described below.
1. Reason for repurchase of own shares
In order to enhance shareholder returns and capital efficiency, and to enable the execution of aflexible capital policy.
2. Details of repurchase(1) Type of the shares to be acquired
Common shares(2) Total number of shares to be repurchased
Up to 3,400,000 shares[Percentage to the total number of issued shares: (excluding treasury shares) 1.29 %](3) Total price of repurchase
Up to ¥5,000,000,000(4) Repurchase period
April 20, 2015 to July 31, 2015
(5) Repurchase method
Stock exchange purchase based on trust agreement relating to repurchase of own shares- 40 -

Reference Materials for Shareholders Meeting
Proposals and Reference Information
Proposal 1: Partial Revision of the Articles of Incorporation
1. Reason for proposal
On and after the effective date (May 1, 2015) of the “Act for partial revision of the Companies Act”
(Act No. 90 of 2014), which was promulgated on June 27, 2014, it will be possible to execute alimited liability agreement with Directors other than executive Directors, etc. and Audit & Supervisory
Board Members, pursuant to articles of incorporation. In line with this revision of the Companies Act,
the Company plans to make partial revision to Articles 29 and 37 of the articles of incorporation toensure that such Directors and Audit & Supervisory Board Members can adequately fulfill the role
expected of them.
Please note that the Company has received approval from each Audit & Supervisory Board Member
for the partial revision of Article 29 of the articles of incorporation.
2. Details of revision of the articles of incorporation
The details of the revision are as set forth below:(Revised portions are underlined.)
Draft revised articles of incorporation

Current articles of incorporation
Article 1 (Omitted)
toArticle 28 (Omitted)

Article 1 (Same as the present)to
Article 28 (Same as the present)(Limited Liability Agreement with Outside
Directors)
Article 29
The Company and each Outside Director may
execute an agreement limiting the liability fordamages for negligence of his/her duties
pursuant to the provisions of Paragraph 1,
Article 427 of the Companies Act. However,
the maximum amount of liability under suchagreement shall be the higher of thepreviously stipulated amount of not less thantwelve million (12,000,000) yen or the amount
fixed by laws and regulations.

(Limited Liability Agreement with Directors)

Article 30 (Omitted)
toArticle 36 (Omitted)

Article 30 (Same as the present)to
Article 36 (Same as the present)

Article 29
The Company and each Director (excluding aperson who is executive Director, or
employee, including manager) may execute anagreement limiting the liability for damages
for negligence of his/her duties pursuant to theprovisions of Paragraph 1, Article 427 of theCompanies Act. However, the maximum
amount of liability under such agreement shallbe the higher of the previously stipulated
amount of not less than twelve million(12,000,000) yen or the amount fixed by laws
and regulations.

- 41 -

Current articles of incorporation(Limited Liability Agreement with Outside
Audit & Supervisory Board Members)
Article 37
The Company and each Outside Audit &Supervisory Board Member may execute anagreement limiting the liability for damages
for negligence of his/her duties pursuant to theprovisions of Paragraph 1, Article 427 of theCompanies Act. However, the maximum
amount of liability under such agreement shallbe the higher of the previously stipulated
amount of not less than twelve million(12,000,000) yen or the amount fixed by laws
and regulations.

Draft revised articles of incorporation(Limited Liability Agreement with Audit &Supervisory Board Members)
Article 37
The Company and each Audit & Supervisory
Board Member may execute an agreement
limiting the liability for damages fornegligence of his/her duties pursuant to theprovisions of Paragraph 1, Article 427 of theCompanies Act. However, the maximum
amount of liability under such agreement shallbe the higher of the previously stipulated
amount of not less than twelve million(12,000,000) yen or the amount fixed by laws
and regulations.

Article 38 (Omitted)
toArticle 41 (Omitted)

Article 38 (Same as the present)to
Article 41 (Same as the present)- 42 -

Proposal 2: Election of Nine (9) Directors
The terms of office of all eight (8) Directors will expire at the conclusion of this Annual Shareholders
Meeting, and the term of office of Director Takayama Tsuyoshi ended upon his death on April 7, 2015.
Accordingly, the Company proposes to elect nine (9) Directors.
The candidates for the Directors are as follows:
No.

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions outside the Company

SAMURA Shunichi

March 1969
May 1998
May 1999(January 31, 1946)
Number of the Company’s
shares owned (shares):64,2001

Special interests between
the Company and the
Candidate:
None

May 2000
May 2002
May 2003
May 2004

September 2004
March 2006
May 2006
September 2006
May 2007
September 2007

May 2008
March 2010
April 2013

Joined Matsuzakaya Co., Ltd.
General Manager of Shizuoka Store
Director
General Manager of Nagoya Business Department and Nagoya StoreManaging Director
Senior Managing Director
General Manager of Business Division, Head Office
Representative Director
Senior Executive Officer, Chief of Business Planning Section, Head
OfficeChief of Business Planning Section and Business Reform Section, Head
OfficeChief of Business Planning Section, Head Office
President and Executive Officer
President of Matsuzakaya Holdings Co., Ltd.
General Manager of Business Administration Division of MatsuzakayaCo., Ltd.
Director of J. Front Retailing Co., Ltd.
In charge of Ginza Redevelopment
Director of The Daimaru, Inc.
President of Matsuzakaya Co., Ltd.
President of J. Front Retailing Co., Ltd.
Chairman (present)- 43 -

No.

Name(Date of birth)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions outside the Company
April 1973
February 2001

YAMAMOTO
Ryoichi(March 27, 1951)

March 2003

Number of the Company’s
shares owned (shares):

May 2003
March 2005

52,0002

Special interests between
the Company and the
Candidate:

January 2007
September 2007

None

March 2008
March 2010
September 2012
April 2013
April 1979
March 2000

YOSHIMOTO
Tatsuya

January 2008
May 2008
January 2010

(April 13, 1956)

3

Number of the Company’s
shares owned (shares):19,200Special interests between
the Company and the
Candidate:

March 2010
May 2012
April 2013

None

May 2013
April 1981
March 2004

MAKIYAMA Kozo

4

(August 28, 1958)

March 2007

Number of the Company’s
shares owned (shares):

March 2008

5,400

May 2008
March 2009
March 2010
March 2011
May 2011
May 2013

Special interests between
the Company and the
Candidate:
None

Joined The Daimaru, Inc.
Associate Director
General Manager of Business Innovation Office and Business Planning
Office of Department Store Headquarters, Head Office
General Manager of Merchandise Network Promotion Division,
Department Store Operations, Group Headquarters
President and COO and General Manager of Department StoreOperations, Group Headquarters
General Manager of Metropolitan Area New Business Development
Division, Group Headquarters
Executive General Manager of Planning Office for New Umeda Storeof Department Store Operations Headquarters, Group Headquarters
Director of J. Front Retailing Co., Ltd.
In charge of Sales Reform and Out-of-Store Sales Reform Promotion
Executive General Manager of Department Store Operations
Headquarters and Planning Office for New Umeda Store, Head Officeof The Daimaru, Inc.
Director of Matsuzakaya Co., Ltd.
Executive General Manager of Sales Headquarters, Head Office of The
Daimaru, Inc.
President of Daimaru Matsuzakaya Department Stores Co. Ltd.
President of Daimaru Matsuzakaya Department Stores Co. Ltd. andPresident of Daimaru Matsuzakaya Sales Associates Co. Ltd.
President of J. Front Retailing Co., Ltd. (present)
Joined The Daimaru, Inc.
Senior Manager of Preparatory Office for Opening Sapporo Store ofPlanning Office for Sapporo Store, Head Office
General Manager of Tokyo Store
Corporate Officer, General Manager of Tokyo Store
Corporate Officer, General Manager of Sales Planning Promotion
Division and Marketing Planning Promotion Division of Department
Stores Coordination Division of J. Front Retailing Co., Ltd.
Corporate Officer of Daimaru Matsuzakaya Department Stores Co. Ltd.
Senior General Manager of Management Planning Division
Director and Corporate Officer
President of Daimaru Matsuzakaya Department Stores Co. Ltd.
(present) and
President of Daimaru Matsuzakaya Sales Associates Co. Ltd. (present)
Director of J. Front Retailing Co., Ltd. (present)
Joined Parco Co., Ltd.
Executive Officer, Executive General Manager of Store Operation
DivisionManaging Executive Officer, Executive General Manager of StoreManagement Division
Senior Executive Officer, Senior Executive General Manager of StoreOperation Headquarters and Executive General Manager of StoreManagement Division
Director and Senior Executive Officer
Supervisor of Store Operation Division
In charge of Store Management
In charge of Business Management
Director and President and Representative Executive Officer (present)
Director of J. Front Retailing Co., Ltd. (present)- 44 -

No.

Name(Date of birth)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions outside the Company
April 1983
April 2004

FUJINO Haruyoshi(March 10, 1961)

September 2008

Number of the Company’s
shares owned (shares):

January 2010

6,800

5

Special interests between
the Company and the
Candidate:
None

May 2010

January 2014

May 2014

May 2014
June 2014
April 1973
February 2003
May 2003
January 2004
September 2007
January 2008

KOBAYASHI
Yasuyuki(March 30, 1951)
Number of the Company’s
shares owned (shares):6

26,800March 2010

Special interests between
the Company and the
Candidate:
None

May 2010
May 2012
April 2013
May 2013

Joined The Daimaru, Inc.
General Manager of Preparatory Office for New Tokyo Store, Group
Headquarters
General Manager of Marketing Planning Promotion Division,
Department Stores Coordination Division of J. Front Retailing Co., Ltd.
Executive Store Manager of Tokyo Store and General Manager ofPlanning Office for Phase II Expansion of New Tokyo Store of The
Daimaru, Inc.
Corporate Officer, Executive Store Manager of Tokyo Store and Senior
General Manager of Planning Office for Phase II Expansion of New
Daimaru Tokyo Store, Head Office of Daimaru Matsuzakaya
Department Stores Co. Ltd.
Corporate Officer of J. Front Retailing Co., Ltd.
In charge of Group Business Structural Reforms of Management
Strategy Unit
Director (present)
Managing Executive Officer (present)
Senior Executive General Manager of Management Strategy Unit
(present)
External Director of Parco Co., Ltd. (present)
Outside Director of Hakuseisha Co., Ltd. (present)
Joined The Daimaru, Inc.
Associate Director, General Manager of Sapporo Store
Corporate Officer, General Manager of Sapporo Store
General Manager of Tokyo Store
Corporate Officer of J. Front Retailing Co., Ltd.
Director and Corporate Officer of The Daimaru, Inc.
Deputy Executive General Manager of Department Store Operations
Headquarters and Executive General Manager of Merchandising
Management Unit, Head OfficeDirector and Corporate Officer, Senior Executive General Manager ofSales and Marketing Headquarters and Senior General Manager ofMerchandising Strategy Promotion Unit of Daimaru Matsuzakaya
Department Stores Co. Ltd.
Director and Corporate Executive Officer
External Director of Parco Co., Ltd. (present)
Managing Executive Officer of J. Front Retailing Co., Ltd. (present),
Senior Executive General Manager of Affiliated Business Unit (present)
Director (present)- 45 -

No.

Name(Date of birth)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions outside the Company
March 1976
May 2002

New Candidate

DOI Zenichi(September 15, 1953)

May 2006
May 2008

Number of the Company’s
shares owned (shares):29,2007

Special interests between
the Company and the
Candidate:

January 2009
March 2010

None

March 2012
May 2012
January 2015
Outside Director
Independent

TACHIBANA
FUKUSHIMA Sakie

June 1980
September 1987
August 1991
June 1993
May 1995(September 10, 1949)

September 2000

Number of the Company’s
shares owned (shares):

May 2001

2,500
Special interests between
the Company and the
Candidate:
None

September 2007
May 2009
March 2010
July 20108
August 2010
June 2011
May 2012
June 2013

Joined Matsuzakaya Co., Ltd.
Executive General Manager of Corporate Planning Unit of Nagoya
Business Division
Executive Officer, Executive General Manager of Sales Planning UnitManaging Executive Officer, Executive General Manager of General
Planning Unit and Executive General Manager of Sales Reform
Promotion Unit and Executive General Manager of Sales Planning Unit
Director and Executive Officer, Executive General Manager of SalesManagement Unit
Director of Daimaru Matsuzakaya Department Stores Co. Ltd. (present)
Corporate Officer
Senior General Manager of Sales Planning Unit of Sales and Marketing
Headquarters (present)
Senior General Manager of Out-of-Store Sales Management Division ofSales and Marketing Headquarters (present)
Managing Executive Officer (present)
Senior Executive General Manager of Administration Headquarters andin charge of Compliance and Risk Management
Joined Braxton International
Joined Bain & Company, Inc.
Principal Consultant of Japan Branch Office of Korn/Ferry International
PartnerMember of the Board of Korn/Ferry International (Global
Headquarters)
Regional Managing Director of Korn/Ferry International-Japan
Member of the Board of Korn/Ferry International (Global
Headquarters)
President and Representative Director of Korn/Ferry International-Japan
Member of the Board of Korn/Ferry International (Global
Headquarters)
President and Representative Director of Korn/Ferry International-Japan
Chairman and Representative Director
Outside Director of Bridgestone Corporation (present)
President and Representative Director of G&S Global Advisors Inc.
(present)
Asia Pacific Senior Advisor of Korn/Ferry International
Outside Director of Ajinomoto Co., Inc. (present)
Outside Director of J. Front Retailing Co., Ltd. (present)
Outside Director of Mitsubishi Corporation (present)

Special Notes regarding the Candidate- TACHIBANA FUKUSHIMA Sakie possesses abundant knowledge, experience and in-depth understanding
concerning the utilization of human resources possessing global perspectives and the formulation of corporate
management strategies of companies operating in Japan and overseas. In addition, she has an objective standpoint
independent from the management team that executes business operations. Accordingly, taking the viewpoint ofstrengthening corporate governance, the Company has judged she can contribute greatly to the management of theCompany as an Outside Director.
- The term of office of TACHIBANA FUKUSHIMA Sakie as an Outside Director will be approximately three years at
the conclusion of this Annual Shareholders Meeting.
TACHIBANA FUKUSHIMA Sakie is an independent officer who has been given the obligation by the Tokyo Stock
Exchange and the Nagoya Stock Exchange to protect ordinary shareholders.
- The Company plans to enter into an agreement with TACHIBANA FUKUSHIMA Sakie to limit the liability ofdamages stipulated in Paragraph 1, Article 423 of the Companies Act pursuant to Paragraph 1, Article 427 of the saidAct.

- 46 -

No.

Name(Date of birth)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions outside the Company
April 1964
June 1991

New Candidate
Outside Director
Independent

July 1994

OTA Yoshikatsu(December 28, 1941)
Number of the Company’s
shares owned (shares):

June 1995
June 1999
April 2001
August 2003

09

October 2003
Special interests between
April 2006
the Company and the
Candidate:
April 2009
None June 2012
April 2013

Joined Minolta Camera Co., Ltd.
Director, General Manager of Copying Machine Business Division andGeneral Manager of Copying Machine Sales Division
Director, Executive General Manager of Information Device Business
Management Unit and Executive General Manager of Information
Device Sales Unit of Minolta Co., Ltd.
Managing Director
President and Representative Director
President and Executive Officer, Representative Director
Director and Vice President, Representative Executive Officer ofKonica Minolta Holdings, Inc.
President and CEO of Konica Minolta Technologies, Inc.
Director, President and CEO of Konica Minolta Holdings, Inc.
Director, Chairman of the Board of Directors
Outside Director of YAMAHA CORPORATION (present)
Director, Chairman of the Board of Directors of KONICA MINOLTA,
INC.
Director
Special Advisor (present)

April 2014
June 2014
Special Notes regarding the Candidate- OTA Yoshikatsu possesses broad-ranging experience and abundant insight as a manager of a business corporation,such as promoting the corporate merger between Minolta Co., Ltd. and Konica Corporation and serving as achairman of the board of directors of a company with committees. In addition, he has an objective standpoint
independent from the management team that executes business operations. Accordingly, taking the viewpoint ofstrengthening corporate governance, the Company has judged he can contribute greatly to the management of theCompany as an Outside Director.
- The Company plans to register OTA Yoshikatsu as an independent officer who has been given the obligation by the
Tokyo Stock Exchange and the Nagoya Stock Exchange to protect ordinary shareholders.
- The Company plans to enter into an agreement with OTA Yoshikatsu to limit the liability of damages stipulated in
Paragraph 1, Article 423 of the Companies Act pursuant to Paragraph 1, Article 427 of the said Act.

- 47 -

Proposal 3: Election of Five (5) Audit & Supervisory Board Members
The terms of office of all five (5) Audit & Supervisory Board Members will expire at the conclusion ofthis Annual Shareholders Meeting. Accordingly, the Company proposes to elect five (5) Audit &Supervisory Board Members. We have obtained the consent of the Audit & Supervisory Board to our
submission of this proposal.
The candidates for the Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)

Career summary, positions in the Company,
and important concurrent positions outside the Company
April 1980
March 1994

New Candidate

OCHI Bunshiro(January 22, 1957)

June 2001

Number of the Company’s
shares owned (shares):

March 2003

2,200

1

Special interests between
the Company and the
Candidate:None

2

May 2011
February 2014
March 2015

Joined The Daimaru, Inc.
Manager in charge of Personnel and Recruitment of Personnel Division,
Kyoto StoreManager in charge of Human Resources of Business Management
Division, Head Office (in charge of Umeda Store)
Division Manager of Business Control Division, Group Headquarters(in charge of Kyoto Store) and Assistant to General Manager of Kyoto
Store
Director, Senior Executive General Manager of Administration Unit of
The Hakata Daimaru, Inc.
In charge of Compliance and Risk Management
Assistant to Senior Executive General Manager of Administration Unitof J. Front Retailing Co., Ltd. (present)
Assistant to Senior Executive General Manager of Administration
Headquarters of Daimaru Matsuzakaya Department Stores Co. Ltd.
(present)

The Company plans to enter into an agreement with OCHI Bunshiro to limit the liability of damages stipulated in
Paragraph 1, Article 423 of the Companies Act pursuant to Paragraph 1, Article 427 of the said Act, if Proposal 1 isapproved.
April 1978
Joined Matsuzakaya Co., Ltd.
New Candidate
March 2000
Manager of Staff Training, Training Department of Administration Unit,
Nagoya Business Division
KATO Yoichi
March
2006
Manager of Human Resources Department of Human Resources and(April 13, 1955)
Administration Division, Administration Management Headquarters
March 2008
Senior General Manager of Planning Staff Division, Nagoya Store andNumber of the Company’s
Senior General Manager of Store Administration Management Staff
shares owned (shares):
Division of Administration Management Headquarters
2,600 September 2008
Senior General Manager of Administration Promotion Division of
Nagoya StoreSpecial interests between
March
2012
Division Manager of Out-of-Store Sales Management Division of
the Company and the
Nagoya Store, Daimaru Matsuzakaya Department Stores Co. Ltd.
Candidate:
March 2015
Assistant to Senior Executive General Manager of Administration Unit
Noneof J. Front Retailing Co., Ltd. (present)
Assistant to Senior Executive General Manager of Administration
Headquarters of Daimaru Matsuzakaya Department Stores Co. Ltd.
(present)
The Company plans to enter into an agreement with KATO Yoichi to limit the liability of damages stipulated in
Paragraph 1, Article 423 of the Companies Act pursuant to Paragraph 1, Article 427 of the said Act, if Proposal 1 isapproved.

- 48 -

No.

Name(Date of birth)

Career summary, positions in the Company,
and important concurrent positions outside the Company

Outside Audit & Supervisory
Board Member
Independent

April 1970
April 2005
June 2006

TSURUTA Rokurou(June 16, 1943)
Number of the Company’s
shares owned (shares):
3,400

3

4

July 2006
October 2006
May 2007June 2007
September 2007

Special interests between
the Company and the
Candidate:

April 2009
June 2010

None

June 2012

Public Prosecutor of Tokyo District Public Prosecutors Office
Superintending Prosecutor of Nagoya High Public Prosecutors Office
Retired from the office of Superintending Prosecutor of Nagoya High
Public Prosecutors Office
Registered as attorney at law
Professor at Chiba University Law School
Outside Audit & Supervisory Board Member of The Daimaru, Inc.
Outside Director of Teikoku Piston Ring Co., Ltd. (present)
Outside Audit & Supervisory Board Member of J. Front Retailing Co.,
Ltd. (present)
Professor at Surugadai University Law School
Outside Audit & Supervisory Board Member of Mitsubishi Chemical
Holdings Corporation
Outside Audit & Supervisory Board Member of Sumitomo Mitsui
Financial Group, Inc. (present)

Special Notes regarding the Candidate- TSURUTA Rokurou possesses in-depth understanding as a person from legal circles, and he has an objective
standpoint independent from the management team that executes business operations. Accordingly, taking the
viewpoint of strengthening corporate governance as well as the viewpoint of strengthening the compliance and risk
management system, the Company has judged he can contribute greatly to the management of the Company as an
Outside Audit & Supervisory Board Member, and wishes to continue to receive his services for auditing.
- The term of office of TSURUTA Rokurou as an Audit & Supervisory Board Member will be approximately sevenyears and nine months at the conclusion of this Annual Shareholders Meeting.
TSURUTA Rokurou is an independent officer who has been given the obligation by the Tokyo Stock Exchange andthe Nagoya Stock Exchange to protect ordinary shareholders.
- The Company plans to enter into an agreement with TSURUTA Rokurou to limit the liability of damages stipulated
in Paragraph 1, Article 423 of the Companies Act pursuant to Paragraph 1, Article 427 of the said Act.
April 1970
Joined Yamanouchi Pharmaceutical Co., Ltd.
New Candidate
June 2000
Director of the Board, Director of Ethical Products Marketing
Outside Audit & Supervisory
Department of Sales& Marketing Division
Board Member
Independent
January 2001
Director of the Board andChairman of Yamanouchi Europe B.V.
ISHII Yasuo
March 2003
Director of the Board of Yamanouchi Pharmaceutical Co., Ltd. and(September 4, 1947)
Chairman of Yamanouchi U.K. Limited andChairman of Yamanouchi Europe B.V.
June
2003
Managing Director of the Board of Yamanouchi Pharmaceutical Co.,
Number of the Company’sLtd.
shares owned (shares):
June 2004
Senior Corporate Executive0
April 2005
Senior Corporate Executive of Astellas Pharma Inc. andChairman & CEO of Astellas Pharma Europe Ltd.
Special interests between
June 2008
Executive Vice President and Representative Director of Astellas
the Company and thePharma Inc.
Candidate:
June
2011
Vice Deputy Chairman and Representative Director
None
June 2013
Retired from the office of Vice Deputy Chairman and Representative
Director
Special Notes regarding the Candidate- ISHII Yasuo possesses abundant experience and insight as a manager of a business corporation such as long-standing
work experience in Europe and special familiarity with business development in overseas countries. In addition, he
has an objective standpoint independent from the management team that executes business operations. Accordingly,
taking the viewpoint of strengthening corporate governance, the Company has judged he can contribute greatly to the
management of the Company as an Outside Audit & Supervisory Board Member.
- The Company plans to register ISHII Yasuo as an independent officer who has been given the obligation by the
Tokyo Stock Exchange and the Nagoya Stock Exchange to protect ordinary shareholders.
- The Company plans to enter into an agreement with ISHII Yasuo to limit the liability of damages stipulated in
Paragraph 1, Article 423 of the Companies Act pursuant to Paragraph 1, Article 427 of the said Act.

- 49 -

No.

Name(Date of birth)

Career summary, positions in the Company,
and important concurrent positions outside the Company
April 1970
August 1995
June 2001

New Candidate
Outside Audit & Supervisory
Board Member
Independent

April 2003
June 2003
January 2006

NISHIKAWA
Koichiro(July 12, 1947)

April 2007
Number of the Company’s
shares owned (shares):
05Special interests between
the Company and the
Candidate:

April 2010
April 2012
March 2013
March 2014

Joined Hitachi, Ltd.
Vice President of Hitachi America, Ltd.
Managing Officer, General Manager of Global Business Development
Division of Hitachi, Ltd.
Manager of Business Development Division
Executive Officer, Manager of Business Development Division
Vice President and Executive Officer, in charge of Business
Development
Senior Vice President and Executive Officer, in charge of Business
Development
Senior Vice President and Executive Officer of Hitachi Cable, Ltd.
Senior Advisor of Hitachi Research Institute
Retired from the office of Senior Advisor
Outside Director of Kyowa Hakko Kirin Co., Ltd. (present)

None

Special Notes regarding the Candidate- NISHIKAWA Koichiro possesses abundant experience and insight as a manager of a business corporation, notably
he has experience in business alliances, M&A, and business reforms and he has been involved in numerous importantinternational negotiations. In addition, he has an objective standpoint independent from the management team that
executes business operations. Accordingly, taking the viewpoint of strengthening corporate governance, theCompany has judged he can contribute greatly to the management of the Company as an Outside Audit &Supervisory Board Member.
- The Company plans to register NISHIKAWA Koichiro as an independent officer who has been given the obligationby the Tokyo Stock Exchange and the Nagoya Stock Exchange to protect ordinary shareholders.
- The Company plans to enter into an agreement with NISHIKAWA Koichiro to limit the liability of damages
stipulated in Paragraph 1, Article 423 of the Companies Act pursuant to Paragraph 1, Article 427 of the said Act.

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Proposal 4: Payment of Bonuses to Directors and Audit & Supervisory Board Members for Fiscal
Year 2014

After comprehensively considering the operating results of the current fiscal year and other various
circumstances, the Company plans to pay bonuses to Directors and Audit & Supervisory Board Members ofa total amount of 73,000,000 yen or less (of which 6,400,000 yen or less for Outside Directors, and
9,000,000 yen or less for Audit & Supervisory Board Members) to the nine (9) Directors (including two (2)Outside Directors) and five (5) Audit & Supervisory Board Members in office at the end of the current
fiscal year. With respect to the specific amounts to be paid to each Director and Audit & Supervisory Board
Member, the amounts will be decided by resolution of the Board of Directors in the case of Directors andby deliberation of the Audit & Supervisory Board in the case of Audit & Supervisory Board Members.
Please kindly give us your understanding and approval.
End of Document- 51 -