This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

Securities code: 2790
June 1, 2023
(Electronic provision measures commencement date: May 31, 2023)
To Shareholders with Voting Rights:
Takumi Ishida
President and CEO
NAFCO Corporation
2-6-10, Uomachi, Kokura Kita-ku,
Kita Kyushu-shi, Fukuoka, JapanNOTICE OF
THE 54th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 54th Annual General Meeting of Shareholders of NAFCO Corporation(the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronicprovision, and the matters to be provided electronically (electronic provision measures matters) are postedon the following website on the Internet as “NOTICE OF THE 54th ANNUAL GENERAL MEETING OF
SHAREHOLDERS.”The Company’s website: https://www.nafco.tv/corporate/english/ir/index.html(Please access the Company’s website shown above, and select “Shareholders’ Meeting” indicated below“INVESTOR RELATIONS” to confirm the information.)
In addition to the above, the matters are posted on the following website.
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website shown above, enter “NAFCO” in the “Issue name (company name)”field, or the Company’s securities code “2790” in the “Code” field to search, select “Basic information”
and “Documents for public inspection/PR information” in this order, and confirm “Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting” indicated under“Filed information available for public inspection.”)Instead of attending the meeting in person, you can exercise your voting rights in writing or via theInternet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders
described in electronic provision measures matters and indicate your approval or disapproval of theproposals on the enclosed voting right exercise form to exercise those rights by no later than 6:15 p.m. on
Wednesday, June 21, 2023 JST.

-1-1. Date and Time:
2. Place:

Thursday, June 22, 2023 at 10:00 a.m. JST
Royal Hall on the 4th floor of RIHGA Royal Hotel Kokura
2-14-2 Asano, Kokura Kita-ku, Kita Kyushu-shi, Fukuoka, Japan

3. Meeting Agenda:
Matters to be reported:

The Business Report and Financial Statements for the Company’s 54thFiscal Year (April 1, 2022 - March 31, 2023)

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Fifteen (15) DirectorsProposal 2:⚫
⚫
⚫

If you attend the meeting on the date of the meeting, you are kindly requested to present the enclosed
voting rights exercise form at the reception desk at the meeting venue.
Any updates to electronic provision measures matters will be published on each website where thematters are posted.
We will dress in light clothing with no tie (“Cool Biz” style) on the date. You are kindly requested tocome to the meeting wearing light clothing.

-2-

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

Appropriation of SurplusRegarding the appropriation of surplus, as the environment surrounding the Company is still severe, theCompany proposes the following by taking into consideration the improvement of the management
structure and future business development, etc., and paying attention to internal reserves. Internal reserves
will be used for investment to improve corporate value and will be returned to shareholders through futurebusiness development.
1. Matters concerning the year-end dividend
Regarding the year-end dividend for the 54th term, the Company’s basic policy is to maintain astable dividend, therefore the Company proposes the following in consideration of business results
and future business development.
(1) Type of dividend assets
Cash(2) Allocation of dividend assets to the shareholders and total amount of dividends
Amount per share of ordinary share: 28 yen
Total dividends: 799,752,464 yen(3) Effective date of dividend payment
June 23, 2023
2. Matters concerning appropriation of surplus:(1) Increased surplus item and the amount thereof:
General reserve:¥3,000,000,000(2) Decreased surplus item and the amount thereof:
Retained earnings brought forward:¥3,000,000,000-3-

Proposal 2:

Election of Fifteen (15) Directors

The terms of office of fifteen (15) Directors will expire at the conclusion of this Annual General Meeting
Shareholders. Accordingly, the election of fifteen (15) Directors is proposed.
The candidates for Director are as follows:
No.

Name

Current positions and responsibilities at the Company

1

Takumi Ishida

President and CEO (General Manager, HI SalesDivision)[Reappointment]

2

Yoshiko Ishida

Vice President and Director (General Manager,Furniture Sales Division; General Manager, Furniture
Product Department)[Reappointment]

3

Masamitsu Takano

Vice President and Director (Deputy General Manager,HI Sales Division)[Reappointment]

4

Keiji Fukamachi

Managing Director (Assistant to General Manager, HISales Division)[Reappointment]

5

Koji Masumoto

Director (General Manager, Corporate PlanningDepartment)[Reappointment]

6

Toshio Takase

Director (Deputy General Manager, Furniture ProductDepartment)[Reappointment]

7

Yuji Mabuchi

Director (General Manager, HI Business Promotion
Department; in charge of General Affairs Department)[Reappointment]

8

Yasuyuki Suematsu

Director (General Manager, Furniture Business
Promotion Department)[Reappointment]

9

Tetsuhiko Ono

Director (Deputy General Manager, Furniture ProductDepartment)[Reappointment]

10

Yasuhiro Yamada

Director (General Manager, HI Product Department)[Reappointment]

11

Isao Yamada

Director (Deputy General Manager, Furniture ProductDepartment)[Reappointment]

12

Tomoharu Imai

Director (General Manager, Human ResourcesDepartment)[Reappointment]

13

Daijiro Kitagawa

Director (Assistant Manager and Deputy GeneralManager, HI Product Department)[Reappointment]

14

Takaaki Hirose

Director

15

Yoshinori Fukuda

Director

Attributes[Reappointment][Outside][Independent][Reappointment][Outside][Independent]-4-No.

12Name(Date of birth)

Career summary, positions, responsibilities,and significant concurrent positions

April 1991
Joined Fukamachi Furniture Store
September 1998 General Manager, Business Department,
the CompanyFebruary 2000
Director; General Manager, BusinessDepartment
December 2002 Senior Managing Director; GeneralManager, Business Department
Takumi Ishida
Senior Managing Director; GeneralMay 2003
(September 26, 1953)
Manager, Business Promotion Department
Vice President and Director, General
June 2007[Reappointment]
Manager, Business Promotion Department
October 2010
President and CEO; General Manager,
Business Promotion Department
August 2017
President and CEO; General Manager, HI
Sales Division) (current position)

Yoshiko Ishida(May 23, 1963)[Reappointment][Significant concurrent positions]Representative Director, Matsusaki Home Center Co., Ltd.
April 1987
Joined Fukamachi Furniture Store
April 1996
Buyer, Furniture Product Department
February 2000
Director; in charge of Furniture ProductDepartment, the Company
December 2002 Managing Director; General Manager,Furniture Product Department
Managing Director; officer in charge ofJune 2003
Sales Promotion Department
Senior Managing Director; General
June 2007
Manager, Furniture Product Department;
officer in charge of Sales Promotion
Department
November 2010 Vice President and Director; GeneralManager, Furniture Product Department;
officer in charge of Sales Promotion
Department
Vice President and Director; GeneralAugust 2017Manager, Furniture Sales Division;
General Manager, Furniture ProductDepartment (current position)-5-

Number ofshares of theCompany
held

235,000

893,000

No.

3456Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

September 1993 Joined Fukamachi Furniture Store
September 1998 General Manager, Business Department,
the CompanyDirector; General Manager, BusinessFebruary 2000
Department
December 2002 Managing Director; General Manager,
Masamitsu Takano
Business Department
Managing Director; Deputy General(November 10, 1963) May 2003
Manager, Business Promotion Department
Senior Managing Director; Deputy
June2007[Reappointment]
General Manager, Business Promotion
Department
November 2010 Vice President and Director; Deputy
General Manager, Business Promotion
Department
Vice President and Director; Deputy
August 2017
General Manager, HI Sales Division(current position)
Joined the Company as Director
February 2000
January 2003
Director; in charge of Business Promotion
Department
Director; General Manager, Nishifukuoka
April 2005
Keiji Fukamachi
Store(June 9, 1970)
February 2007
Director; General Manager, Business
Department[Reappointment]
April 2011
Managing Director; General Manager,Business Department
September 2017 Managing Director; Assistant to General
Manager, HI Sales Division (currentposition)
Joined Fukuoka SOGO Bank (currentlyApril 1985
THE NISHI-NIPPON CITY BANK,Koji MasumotoLTD.)(October 6, 1961)
Seconded to the Company
October 2001
May 2007
Assistant Manager, Corporate Planning[Reappointment]
Department, the Company
Director; General Manager, Corporate
June 2007
Planning Department (current position)
April 1982
Joined Fukamachi Furniture StoreMay 1986
Buyer, Furniture Product Department
Toshio Takase
Buyer, Furniture Product Department, theApril 2001
(February 2, 1960)
Company
June 2008
Assistant Manager, Furniture Product[Reappointment]
DepartmentJune 2011
Director; Deputy General Manager,Furniture Product Department (currentposition)-6-

Number ofshares of theCompany
held893,000

825,000

－

1,000

No.

7Name(Date of birth)

Yuji Mabuchi(March 23, 1960)[Reappointment]

8

Yasuyuki Suematsu(February 10, 1967)[Reappointment]

9

Tetsuhiko Ono(August 30, 1958)[Reappointment]

10

Yasuhiro Yamada(March 8, 1971)[Reappointment]

11

Isao Yamada(February 15, 1964)[Reappointment]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1982
Joined Fukamachi Furniture StoreSeptember 1991 General Manager, Amagi Store
June 2000
General Manager, Business Department,the Company
Director; General Manager, Business
June 2011
Department
August 2017
Director; General Manager, HI Business
Promotion Department
June 2020
Director; General Manager, HI Business
Promotion Department; in charge ofGeneral Affairs Department (currentposition)
Joined the Company
April 1989
General Manager, Kawasaki Store
January 2000
May 2003
General Manager, Business Department
June 2014
Director; General Manager, Business
Department
August 2017
Director; General Manager, Furniture
Business Promotion Department (currentposition)
April 1982
Joined the Company
April 2001
Buyer, Furniture Product Department
April 2017
Assistant Manager, Furniture ProductDepartment
June 2017
Director; Deputy General Manager,Furniture Product Department (currentposition)
April 1993
Joined Fukamachi Furniture Store
June 2000
Acting General Manager, Tottori Store,
the Company
Buyer, HI Product Department
May 2002
July 2011
Assistant Manager, HI ProductDepartment
Director; Deputy General Manager, HI
June 2017
Product Department
Director; General Manager, HI Product
June 2021
Department (current position)
April 1987
Joined Fukamachi Furniture Store
September 1991 Buyer, HI Product Department, theCompany
April 2012
Buyer, Furniture Product Department
June 2019
Director; Deputy General Manager,Furniture Product Department (current position)-7-

Number ofshares of theCompany
held

2,000

0

1,000

4,0002,000

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined Fukamachi Furniture Store
Chief, Chikugo Store, the Company
Tomoharu Imai
Assistant Manager, Corporate Planning(July 17, 1969)
Department
General Manager, Human Resources
June 2017[Reappointment]
Department
Director; General Manager, Human
June 2019
Resources Department (current position)
April 1992
Joined Fukamachi Furniture Store
September 1996 Acting General Manager, Matsunaga
Store, the Company
Daijiro Kitagawa
September
1998
Buyer, HI Product Department(November 23, 1969)
August 2020
Assistant Manager, HI ProductDepartment[Reappointment]
June 2021
Director; Assistant Manager and Deputy
General Manager, HI Product Department(current position)

Number ofshares of theCompany
heldApril 1993
July 1997
July 2005

1213-8-01,000No.

14Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany
heldNovember 1977 Joined Audit Corporation Chuo
Accounting Office
Registered as certified public accountant
March 1982
September 1983 Joined Japan Associated Finance Co., Ltd.
(currently JAFCO Group Co., Ltd.)
Joined Showa Ota & Co. (currently ErnstFebruary 1987& Young ShinNihon LLC.)
May 2000
Representative partner, Ernst & Young
ShinNihon LLC.
September 2005 Opened Hirose Certified Public
Accountant Office (current position)
Established Kitakyushu Venture Capital
October 2005
Co., Ltd. as Representative Director
Takaaki Hirose(current position)(June 15, 1951)
November 2006 Outside Company Auditor, NISSO－PRONITY Co., Ltd. (current position)[Reappointment]
Outside Company Auditor, TRUCK-ONE
March 2008
[Outside]CO., LTD.
[Independent]
Corporate Auditor, the Company
June 2012
September 2013 Outside Company Auditor, PLATZ Co.,Ltd
Outside Company Auditor, 4Cs Holdings
June 2014
Co., Ltd. (currently 4Cs Holdings Co.,
Ltd.) (current position)
Director, the Company (current position)
June 2016
March 2017
External Director (Audit and Supervisorycommittee member), TRUCK-ONE CO.,LTD. (current position)
September 2018 External Director (Audit and Supervisorycommittee member), PLATZ Co., Ltd(current position)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Takaaki Hirose has a profound insight as a certified public accountant and knowledge
regarding corporate governance. Because he is deemed to be highly independent and is unlikely tohave conflicts of interest with general shareholders, the Company requests his appointment as
Outside Director. If he is reelected, the Company expects him to make suggestions from a
professional perspective as a certified public accountant specializing in finance and tax affairs,
ensure transparency of management and enhance supervisory function to the management.

-9-No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined Dai-ichi Audit Firm (currently,Ernst & Young ShinNihon LLC.)
Registered as certified public accountant
November1982
Yoshinori Fukuda
Representative partner, Ernst & YoungMarch1994(November 10, 1952)
ShinNihon LLC.
July 2006
Opened Yoshinori Fukuda Certified Public[Reappointment]
Accountant Office (current position)[Outside]
June 2012
Corporate Auditor, the Company[Independent]
April 2017
Auditor, The University of Kitakyushu(current position)
June 2021
Director, the Company (current position)

Number ofshares of theCompany
heldFebruary 1982

15－

[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Yoshinori Fukuda is a certified public accountant and has extensive accounting knowledge
and abundant experience in actual business, including those in accounting audits and tax services
that he rendered for many years. Because of his considerable knowledge in finance andaccounting, the Company requests his appointment as Outside Director. If he is reelected, theCompany expects him to leverage his abundant experience regarding corporate accounting and tax
affairs to benefit the overall management of the Company, and to make appropriate suggestions tothe management.

Notes: 1. There is no special interest between each candidate for Director and the Company.
2. The Company has entered into a directors and officers liability insurance contract as provided
for in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The
contract will cover damages under the law and legal expenses to be borne by the insured
persons. Each of the candidates will be covered under the insurance contract. The Company
intends to renew the contract with the same terms and conditions at the next renewal.
3. Director candidates Mr. Takaaki Hirose and Mr. Yoshinori Fukuda are candidates for Outside
Director. They are candidates for Independent Director as they satisfy requirements for
Independent Directors stipulated in the Securities Listing Regulations of Tokyo Stock
Exchange.
4. The Company has entered into a liability limitation agreement with candidates for Outside
Director Mr. Takaaki Hirose and Mr. Yoshinori Fukuda. If their reelection is approved, theCompany intends to continue the said liability limitation agreement with each of them.
The outline of the agreement is as follows:(Outline)
Pursuant to provisions in Article 427, Paragraph 1 of the Companies Act, the Company may
enter into agreements with Outside Directors to limit their liabilities under Article 423,
Paragraph 1 of the same Act. However, the limit of liability under the said agreement shall be
the amount provided for by laws and regulations.
5. Mr. Takaaki Hirose will have served as Outside Director for seven years at the closing of this
General Meeting of Shareholders.
6. Mr. Yoshinori Fukuda will have served as Outside Director for two years at the closing of this
General Meeting of Shareholders.

- 10 -

List of major experiences and knowledge expected of each Director and Corporate Auditor
A maximum of five major skills possessed by each Director and Corporate Auditor are marked with ●.

Name

Takumi Ishida
Yoshiko Ishida
Masamitsu Takano
Keiji Fukamachi

Title

President andCEOVice President
Director
Vice President
Director
Managing
Director

Product
Legal
Corporate Retail andOrganization
Finance and DX, IT anddevelopment
affairs andmanagement
sales
development
accounting
securityand logistics
compliance

●

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●

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●

●

●

●

●

●

●

●

●

●

Director

Director●

Toshio Takase

Director●●

Yuji Mabuchi

Director●●●

Yasuyuki Suematsu

Director●●●

Tetsuhiko OnoDirector

●

●

●

Yasuhiro Yamada

Director●●●

Isao Yamada

Director●●●

Tomoharu Imai

Director●

Daijiro Kitagawa

Director●

Takaaki Hirose
Yoshinori Fukuda
Koichi Kobayashi
Corporate Auditor

Susumu Fujii

Tomoya Kojima

●

●

●

●

- 11 -●●

Koji Masumoto

OutsideDirector
OutsideDirector
Full-time
CorporateAuditor
OutsideCorporateAuditor
OutsideCorporateAuditor

ESG

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