Translation
Note:

This document is an excerpt translation of the original Japanese document and is only for reference purposes. In the eventof any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Securities Code: 9843
April 27, 2022
To our shareholders:Toshiyuki Shirai,
Representative Director & President

Nitori Holdings Co., Ltd.
1-2-39 Shinkotoni 7-jo, Kita-ku, Sapporo-shi,
Hokkaido

Notice of the 50th Annual General Meeting of Shareholders
Please be informed that the 50th Annual General Meeting of Shareholders of Nitori Holdings Co., Ltd. (the“Company”) will be held as indicated below.
In place of attending the Meeting in person, you may exercise your voting rights in writing, via the internet
or other means. Please review the attached Reference Documents for the General Meeting of Shareholders,and exercise your voting rights following the guidance below by 6:00 p.m. on Wednesday, May 18, 2022
(JST).
1. Date and Time:Thursday, May 19, 2022, at 10.00 a.m. (JST)

2. Venue:

Conference Room, 6th floor, Sapporo Head Office of the Company
1-2-39 Shinkotoni 7-jo, Kita-ku, Sapporo-shi, Hokkaido

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 50th fiscal year
(from February 21, 2021 to February 20, 2022), and the results of audits of theConsolidated Financial Statements by the Financial Auditor and the Audit & Supervisory
Committee
2. The Non-consolidated Financial Statements for the 50th fiscal year (from February 21,
2021 to February 20, 2022)
Matters to be resolved
Proposal No. 1: Partial Amendments to the Articles of Incorporation (1)Proposal No. 2: Partial Amendments to the Articles of Incorporation (2)Proposal No. 3: Partial Amendments to the Articles of Incorporation (3)Proposal No. 4: Election of Ten (10) Directors (Excluding Directors who are Audit & Supervisory
Committee Members)
Proposal No. 5: Election of Three (3) Directors who are Audit & Supervisory Committee Members
Proposal No. 6: Election of One (1) Substitute Director who is an Audit & Supervisory Committee
Member⚫ If you attend the Meeting in person, please present the enclosed voting form at the reception.
⚫ Among the documents that should be provided with the original Japanese version of this notice, the “Consolidated Statement of Changes
in Equity,” “Notes to Consolidated Financial Statements,” “Non-consolidated Statement of Changes in Equity” and “Notes to Nonconsolidated Financial Statements” are posted (in Japanese only) on the Company’s website (https://www.nitorihd.co.jp/ir/) pursuant to theprovisions of laws and regulations and the Article 16 of the Company’s Articles of Incorporation, and are not included in the original
Japanese version of this notice.
Accordingly, the original Japanese version of the attached documents constitutes one part of the documents that were audited by the Audit& Supervisory Committee in preparing the audit report and by the Financial Auditor in preparing the financial audit reports.
⚫ Any corrections in the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements
or Non-consolidated Financial Statements will be posted (in Japanese only) on the Company’s website above.

1

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

Partial Amendments to the Articles of Incorporation (1)1. Reasons for the proposal
The current fiscal year of the Company is set as “from February 21 every year until February 20 thefollowing year” in Article 27 of the current Articles of Incorporation. However, the fiscal year of theCompany shall be amended to “from April 1 every year until March 31 the following year” in order toefficiently execute business in the business management of the Group, and in consideration of theconvenience of monthly comparison with other companies in the same industry. Furthermore, due to thechange in the fiscal year, necessary changes shall be made to Articles 11 and 29 of the current Articles ofIncorporation.
In addition, new supplementary provisions shall be established as transitional measures regarding the fiscal
year and the dividends of surplus.
Furthermore, necessary changes, such as changing the number of articles and adding articles in line withthe above changes, shall be made.
2. Details of amendments
The details of the amendments are as follows:(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments[Record Date][Record Date]
Article 11
The Company shall deem those shareholders
Article 11
The Company shall deem those shareholders
recorded on the shareholder registers as ofrecorded on the shareholder registers as ofFebruary 20 every year to be shareholders who
March 31 every year to be shareholders who areare entitled to exercise their voting rights at theentitled to exercise their voting rights at theAnnual General Meeting of Shareholders.
Annual General Meeting of Shareholders.
[Fiscal Year]
Article 27
The fiscal year of the Company shall be fromFebruary 21 every year until February 20 thefollowing year.

[Fiscal Year]
Article 27
The fiscal year of the Company shall be from
April 1 every year until March 31 the following
year.

[Dividends of Surplus][Dividends of Surplus]
Article 29
The year-end dividends of the Company shall
Article 29 The year-end dividends of the Company shallbe paid on February 20 of each year, and thebe paid on March 31 of each year, and theinterim dividends shall be paid on August 20 ofinterim dividends shall be paid on September
each year to the shareholders or registered
30 of each year to the shareholders orpledgees of shares recorded in the shareholder
registered pledgees of shares recorded in theregisters.
shareholder registers.

2Current Articles of Incorporation

Proposed Amendments

Supplementary provisions
Supplementary provisions[Transitional Measures regarding Exemption from Liability of [Transitional Measures regarding Exemption from Liability ofCorporate Auditor]
Corporate Auditor](Article omitted)
Article 1(No change)<Newly established><Newly established>[Transitional Measures regarding Fiscal Year]
Article 2
Notwithstanding the provisions of Article 27[Fiscal Year], the 51st fiscal year of the Company
shall be from February 21, 2022 until March 31,
2023.
2) This article shall be deleted after March 31, 2023.

[Transitional Measures regarding Dividends of Surplus]
Article 3
Notwithstanding the provisions of Article 29[Dividends of Surplus], the record date for the
year-end dividend for the 50th fiscal year of theCompany shall be February 20, 2022, and therecord date for the interim dividend for the 51st
fiscal year shall be August 20, 2022.
2) This article shall be deleted after March 31, 2023.

3

Proposal No.2:

Partial Amendments to the Articles of Incorporation (2)1. Reasons for the proposal
In line with the enforcement of the Act for Partially Amending the Industrial Competitiveness Enhancement
Act and Other Related Acts (hereinafter, the “Amended Industrial Competitiveness Act”) on June 16, 2021,
listed companies are now allowed to hold their shareholder meetings without a designated location(“virtual-only” shareholder meetings) under certain conditions by stipulating to that effect in their Articles
of Incorporation. Accordingly, the Company will also newly establish Article 12, paragraph 2 in its Articles
of Incorporation in order to make it possible to hold shareholder meetings without a designated location.
The Company believes that expanding the available options in the method of holding shareholder meetings
will contribute to the interests of our shareholders, keeping in mind the occurrence of large-scale disasters
including infectious diseases and natural disasters, and the digitization of society as a whole.
In accordance with the Amended Industrial Competitiveness Act, the Company has received confirmationfrom the Minister of Economy, Trade and Industry and the Minister of Justice regarding the satisfaction ofrequirements stipulated under the Ordinance of the Ministry of Economy, Trade and Industry and theOrdinance of the Ministry of Justice as the cases that contribute to strengthening industrial competitivenesswith consideration for securing the interests of shareholders.
In addition, necessary changes in line with the above changes shall be made.
2. Details of amendments
The details of the amendments are as follows:(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments[Time of Convocation][Time of Convocation, etc.]
Article 12
The Annual General Meeting of Shareholders of Article 12
The Annual General Meeting of Shareholders of
the Company shall be convened within three
the Company shall be convened within threemonths from the day following the end of themonths from the day following the end of the
fiscal year.
fiscal year.
<Newly established>2) The Company may convene a General Meetingof Shareholders without a designated location.

4

Proposal No.3:

Partial Amendments to the Articles of Incorporation (3)1. Reasons for the proposal(1) In order to clarify the purpose of business in line with the current state of business of the Company
and its subsidiaries, and to respond to future business development and diversification of business
contents of the Company including subsidiaries, the purpose of business shall be added to Article 2[Purpose] of the current Articles of Incorporation.
(2) In order to limit the rights to shares less than one unit to a reasonable range, Article 7, Paragraph 2 ofthe proposed amendment will be newly established.
(3) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for General Meetings of Shareholders, the Company shall make necessary changes to
Article 16 of the current Articles of Incorporation [internet disclosure of reference documents, etc.].
And Article 16, Paragraph 1 of the proposed amendments shall be newly established so that
information contained in the Reference Documents for the General Meeting of Shareholders, etc.
shall be provided electronically. In addition, Article 16, Paragraph 2 of the proposed amendments
shall be newly established in order to limit the scope of matters to be included in the paper copy to besent to shareholders who have requested it to the scope specified by the Ordinance of the Ministry ofJustice, among the matters to be electronically provided regarding the information contained in the
Reference Documents for the General Meeting of Shareholders, etc. After the introduction of thesystem for electronic provision of materials for General Meetings of Shareholders, the provisions ofArticle 16 of the current Articles of Incorporation will no longer be necessary and will be deleted.
In addition, new supplementary provisions shall be established as transitional measures regarding themeasures for electronic provision, etc.
(4) In order to prepare for the enhancement and strengthening of the management system as amanufacturing logistics IT retailer, the maximum number of directors (excluding Directors who are
Audit & Supervisory Committee Members) stipulated in Article 17, Paragraph 1 of the current
Articles of Incorporation [Number of Directors] will be changed from ten (10) or less to twelve (12)or less.
In addition, necessary changes, such as adding or deleting articles and arrangement of the wording in linewith the above changes shall be made.

5

2. Details of amendments
The details of the amendments are as follows:(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments[Purpose][Purpose]
Article 2 The purpose of the Company is to conduct the
Article 2 The purpose of the Company is to conduct thefollowing businesses and related businesses, as wellfollowing businesses and related businesses, as well as
as to control and manage business activities of theto control and manage business activities of thedomestic and foreign companies which conduct thedomestic and foreign companies which conduct thefollowing businesses and related businesses,
following businesses and related businesses, throughthrough holding their shares or interests.
holding their shares or interests.
1.-33. (Articles omitted)
1.-33. (No change)<Newly established>
34. Home improvement center business<Newly established>
35. Restaurant business<Newly established>
36. Manufacture, sales and export of daily necessities<Newly established>
37. Sales and export of food and beverages<Newly established>
38. Shopping mall business<Newly established>
39. Operation of hotels, inns, and leisure facilities
34. All other businesses incidental to the preceding
40. All other businesses incidental to the preceding
items
items
[Share Unit and Non-Issuance of Shares Less than One Unit][Share Unit and Rights Regarding Shares Less than One Unit]
Article 7 The number of shares constituting one unit of shares Article 7
The number of shares constituting one unit ofof the Company shall be one hundred (100) shares.
shares of the Company shall be one hundred<Newly established>(100) shares.
2) A shareholder of the Company may not exercise
rights other than those listed below regarding
their shares less than one unit.
(1) Rights listed in each item of Article 189, Paragraph 2of the Companies Act(2) Right to receive an allotment of shares solicited, andan allotment of share options for subscription
according to the number of shares held byshareholders[Internet Disclosure of Reference Documents, etc.]
Article 16 The Company may disclose information
pertaining to the matters to be stated or indicatedon the Reference Documents for the General
Meeting of Shareholders, Non-consolidated
Financial Statements, Consolidated Financial
Statements, and Business Reports, through theInternet pursuant to the Ordinance of the Ministryof Justice.

6(Deleted)

Current Articles of Incorporation

Proposed Amendments<Newly established>[Measures for Electronic Provision, Etc.]
Article 16 The Company shall, when convening a General
Meeting of Shareholders, provide information
contained in the Reference Documents for the
General Meeting of Shareholders, etc.
electronically.
2) Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to be sent
to shareholders who have requested it by therecord date for voting rights.

[Number of Directors][Number of Directors]
Article 17 The Company shall have not more than ten (10) Article 17 The Company shall have not more than twelve
Directors (excluding Directors who are Audit &(12) Directors (excluding Directors who are
Supervisory Committee Members).
Audit & Supervisory Committee Members).
2) (Article omitted)2) (No change)
Supplementary provisions<Newly established>

Supplementary provisions[Transitional Measures regarding Measures for Electronic
Provision, Etc.]
Article 4
The deletion of Article 16 [Internet Disclosureof Reference Documents, Etc.] of the current
Articles of Incorporation and the establishmentof the proposed Article 16 [Measures forElectronic Provision, Etc.] shall come into effecton September 1, 2022, which is the date ofenforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).
2)
Notwithstanding the provisions of the preceding
paragraph, Article 16 of the current Articles ofIncorporation shall remain in force with respect
to a General Meeting of Shareholders to be held
on a date within six months from the Effective
Date.
3)This Article shall be deleted after the lapse of
six months from the Effective Date or the lapseof three months from the date of the General
Meeting of Shareholders set forth in thepreceding paragraph, whichever is later.

7

Proposal No.4:

Election of Ten (10) Directors (Excluding Directors who are Audit & Supervisory
Committee Members)

The terms of office of all 10 Directors (excluding Directors who are Audit & Supervisory Committee
Members; applicable to the rest of this proposal) will expire at the conclusion of this General Meeting.
Therefore, the Company proposes the election of ten (10) Directors. Regarding this proposal, the Audit &Supervisory Committee has judged that all the candidates for Director are qualified for the role.
The candidates for Directors are as follows:
Candidate No.

Current positions
and responsibilities
in the Company
Representative
Director &Chairperson

Name

1

[Reappointment]

Akio Nitori

2[Reappointment]

Toshiyuki Shirai

3[Reappointment]

Fumihiro Sudo

4

[Reappointment]

Fumiaki Matsumoto

5[Reappointment]

Masanori Takeda

6[Reappointment]

Hiromi Abiko

7[Reappointment]

Takaaki Okano

Director

Sadayuki Sakakibara

Outside Director

Yoshihiko Miyauchi

Outside Director

Naoko Yoshizawa

Outside Director

8910[Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent]

8

Representative
Director & President
Director, Executive
Officer & Vice
President
Director, Executive
Officer & Vice
President
Director
General Manager of
GlobalMerchandising
Division
General Manager of
Global Sales
Promotion Office
In charge of Overseas
Sales BusinessDirector
General Manager of
HR Education
Division

Attendance atmeetings of theBoard of Directors
13 out of 13
meetings(100%)
13 out of 13
meetings(100%)
13 out of 13
meetings(100%)
13 out of 13
meetings(100%)

13 out of 13
meetings(100%)

10 out of 10
meetings(100%)
10 out of 10
meetings(100%)
13 out of 13
meetings(100%)
13 out of 13
meetings(100%)
9 out of 10
meetings(90%)

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Mar. 1972

Founded the Company, Senior Managing Director

May 1978Representative Director & President of the Company

Feb. 2003

Director of Marumitsu Co., Ltd. (currently Nitori Furniture Co.,
Ltd.)

Nov. 2009

Representative Director & Chairperson of Nitori Public Co., Ltd.

May 2010

Chairperson of DECOHOME CHINA Co., Ltd.

Aug. 2010

Representative Director & President of Nitori Co., Ltd.

Number of
the Company’s
shares owned

Representative Director & President of Home Logistics Co., Ltd.
Aug. 2011

Representative Director & President of Nitori Facility Co., Ltd.

May 2012

Director & Chairperson of Nitori USA, Inc.

May 2014

Representative Director & Chairperson of Nitori Co., Ltd. (current
position)
Representative Director & Chairperson of Home Logistics Co.,
Ltd.
Representative Director & Chairperson of Nitori Facility Co., Ltd.

Feb. 2016
May 2016
Akio Nitori(March 5, 1944) June 2016
[Reappointment]
1

Representative Director & Chairperson (CEO) of the Company(current position)
Outside Director of KOHNAN SHOJI CO., LTD. (current
position)
Chairperson of NITORI (CHINA) HOLDING Co., Ltd.

Mar. 2017

Director & Senior Advisor of Nitori Public Co., Ltd.

May 2017

Director & Senior Advisor of Home Logistics Co., Ltd. (current
position)

Attendance atmeetings of theBoard ofApr. 2018
Directors:
13 out of 13
meetings (100%) Dec. 2018
Feb. 2020

Outside Director of IZUMI Co., Ltd. (current position)
Director & Senior Advisor of HOME DECO CO., LTD. (current
position)
Director & Founder of N Plus Co., Ltd.
Representative Director & Chairperson of N Plus Co., Ltd.
(current position)
Representative Director & Chairperson of Nitori Furniture Co.,
Ltd. (current position)

Mar. 2020

Representative Director & Chairperson of Nitori Public Co., Ltd.
(current position)

Apr. 2022

Representative Director & Chairperson of Nitori Digital Base Co.,
Ltd. (current position)

Reasons for nomination as candidate for Director:
The candidate founded the Company in 1972 and since then, aiming to achieve
the Company’s Roman (vision), “to provide the foundation of prosperous homeliving to the global community,” and while always making the most of his
excellent foresight and strong leadership, has led Nitori to grow from being one
furniture store to one of Japan’s top home furnishing chains. The Company
proposes the election of the candidate for Director, believing him to bequalified to continue as a Director that takes responsibility of decision making
related to management policies and corporate strategy and supervisory
functions regarding business execution.
Special interest between the candidate and the Company:
There is no special interest between Akio Nitori and the Company.

93,410,482
sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1979

Joined the Company

May 2001

Director of the Company

May 2004

Managing Director of the Company

May 2008

Senior Managing Director of the Company

May 2010

Director & Senior Managing Executive Officer of the Company

Aug. 2010

Director of Nitori Co., Ltd.

Number of
the Company’s
shares owned

Director of Home Logistics Co., Ltd.
Dec. 2010

Director & General Manager of Merchandising Division of Nitori
Co., Ltd.

May 2012

Director of Nitori USA, Inc.

May 2014

Representative Director & Executive Vice President of theCompany
Representative Director & President of Nitori Co., Ltd.
Representative Director & President of Home Logistics Co., Ltd.
Representative Director & President of Nitori Facility Co., Ltd.

Mar. 2015

Representative Director & President of Nitori Public Co., Ltd.

Toshiyuki Shirai May 2015
(December 21,
1955)
Feb. 2016

Representative Director & Chairperson of Home Logistics Co.,
Ltd.

[Reappointment]
2Mar. 2017

Attendance atmeetings of theBoard ofDirectors:
Apr. 201713 out of 13
meetings (100%) June 2017
Dec. 2018

Representative Director & President of the Company (current
position)
Representative Director & Chairperson of Nitori Public Co., Ltd.
Chairperson of NITORI (CHINA) HOLDING Co., Ltd.
Representative Director & Chairperson of HOME DECO CO.,LTD.
Chairperson of Nitori Taicang Trading & Logistics Co. Ltd.
External Director of KATITAS Co., Ltd. (current position)
Director of N Plus Co., Ltd. (current position)

Mar. 2019

Director of NITORI FURNITURE Co., Ltd. (current position)

Feb. 2020

Director of Nitori Co., Ltd. (current position)
Chairperson of SIAM NITORI CO., LTD. (Thailand)Mar. 2020

Director of Nitori Public Co., Ltd. (current position)

July 2020

Director of Home Logistics Co., Ltd. (current position)

Reasons for nomination as candidate for Director:
The candidate has had a broad range of business experience such as being
involved in store operations, personnel, product development, logistics, andoverseas business, and has abundant experience and knowledge related tooverall management of the Group gained from serving positions such as
Representative Director & President of Nitori Co., Ltd. from May 2014 to
February 2020, and Representative Director & President of the Company fromFebruary 2016. Accordingly, the Company proposes the election of thecandidate for Director.
Special interest between the candidate and the Company:
There is no special interest between Toshiyuki Shirai and the Company.

10

42,160 shares

Candidate
No.

Name
(Date of birth)

Fumihiro Sudo
(May 5, 1956)

3

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Mar. 1979

Joined SHIMACHU CO., LTD.

Sept. 2000

Representative Director of KANSAI SHIMACHU CO., LTD.

Apr. 2001

Joined the Company

May 2005

Executive Officer of the Company

May 2008

Managing Director of the Company

May 2010

Managing Executive Officer & General Manager of Store
Development Division of the Company

May 2014

Senior Managing Director & General Manager of Store
Development Division of the Company

Aug. 2018

Director & Vice President, General Manager of Store
Development Division of the Company

Apr. 2019

Director & Vice President, in charge of Store Development andNational Sales Business of the Company[Reappointment] May 2019

Director of Nitori Co., Ltd. (current position)

Feb. 2020
Attendance atmeetings of theBoard ofDirectors:
Jan. 2021
13 out of 13
Mar. 2021
meetings (100%)

Director, Executive Officer & Vice President of the Company(current position)
General Manager of Business System Improvement Office
Chairperson, SHIMACHU CO., LTD.
Chairperson and Representative Director of SHIMACHU CO.,LTD. (current position)

Reasons for nomination as candidate for Director:
The candidate has abundant business experience, including store development
operations, and has abundant experience and knowledge related to overallmanagement gained from serving positions such as Vice President from August
2018. As the Chairperson and Representative Director of SHIMACHU CO.,LTD., he is currently tasked with executing a smooth integration of businessand creating synergies that would maximize the corporate value of bothcompanies. Accordingly, the Company proposes the election of the candidate
for Director.
Special interest between the candidate and the Company:
There is no special interest between Fumihiro Sudo and the Company.

11

Number of
the Company’s
shares owned

11,263 shares

Candidate
No.

Name
(Date of birth)

FumiakiMatsumoto(December 8,
1958)[Reappointment]

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1981

Joined NISSAN MOTOR CO., LTD.

Aug. 2008

President of Nissan Motor Ibérica, S.A. (Spain)

Apr. 2010

President of Dongfeng Nissan Passenger Vehicle Company(China)Apr. 2014

Executive Vice President of NISSAN MOTOR CO., LTD.
(Corporate Officer)

June 2014

Director of NISSAN MOTOR CO., LTD.

Sept. 2018

Joined the Company
Executive Officer & Vice President of the Company

Nov. 2018

Executive Officer & Vice President, Project Leader of JapanChina Global Business Development Project of the Company

Apr. 2019

Executive Officer & Vice President of the Company, in charge ofOverseas Sales Business and Logistics Division

May 2019

Director & Vice President, Project Leader of Japan-China Global
Business Development Project of the Company, in charge ofOverseas Sales Business and Logistics Division

4
Attendance atFeb. 2020
meetings of theBoard ofDirectors:
July 2020
13 out of 13
meetings (100%)

Director, Executive Officer & Vice President, General Manager of
Global Sales Promotion Office of the Company, in charge ofOverseas Sales Business and Logistics Division
Director, Executive Officer & Vice President of the Company(current position)
Representative Director & Chairperson of Home Logistics Co.,
Ltd. (current position)

Reasons for nomination as candidate for Director:
The candidate has abundant experience and knowledge in the global
manufacturing/production control and sales business, as well as overall
corporate management, and has been in charge of promoting logistics businessof the Company on a global scale as Vice President since September 2018.
Accordingly, the Company proposes the election of the candidate for Director.
Special interest between the candidate and the Company:
There is no special interest between Fumiaki Matsumoto and the Company.

12

Number of
the Company’s
shares owned

817 shares

Candidate
No.

Name
(Date of birth)

Masanori
Takeda(January 10,
1966)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Mar. 2004

Joined the Company

May 2014

Executive Officer of the Company
Merchandising Manager of Furniture Department of
Merchandising Division of Nitori Co., Ltd.

Oct. 2015

Executive Officer of the Company
General Manager of Merchandising Division of Nitori Co., Ltd.

May 2016

Senior Executive Officer of the Company
General Manager of Merchandising Division of Nitori Co., Ltd.

May 2017

Managing Director of the Company
Managing Director & General Manager of Merchandising
Division of Nitori Co., Ltd.

Aug. 2018

Director & General Manager of Merchandising Division of Nitori
Co., Ltd.

Oct. 2018

Managing Director & General Manager of Global Merchandising
Division of the Company

Dec. 2018

Representative Director & President of N Plus Co., Ltd.

Apr. 2019

Managing Director, in charge of Global Product Development,
Inventory Control, Procurement Division and Deco Home
Business of the Company

Feb. 2020

Director & General Manager of Global Merchandising Divisionof the Company[Reappointment]

Representative Director & President of Nitori Co., Ltd. (current
position)

Attendance at July 2020
meetings of theBoard ofDirectors:
13 out of 13
meetings (100%)

Director & General Manager of Global Merchandising Division,
General Manager of Global Sales Promotion Office of theCompany (current position)
In charge of Overseas Sales Business (current position)
Representative Director & Chairperson of HOME DECO CO.,LTD. (current position)
Chairperson of NITORI (CHINA) HOLDING Co., Ltd. (current
position)
Chairperson of Nitori Taicang Trading & Logistics Co. Ltd.
(current position)
Chairperson of SIAM NITORI CO., LTD. (Thailand) (current
position)

5

Reasons for nomination as candidate for Director:
The candidate has abundant business experience and keen business insightowing to his broad experience in major operations of the Store Operations
Division, Recruitment Division, and Merchandising Division, etc. andcontributes to the promotion of product development and the expansion ofoverseas product procurement and sales channels as Director & General
Manager of Global Merchandising Division of the Company. In addition, heassumed the position as Representative Director & President of Nitori Co., Ltd.
from February 2020. Accordingly, the Company proposes the election of thecandidate for Director.
Special interest between the candidate and the Company:
There is no special interest between Masanori Takeda and the Company.

13

Number of
the Company’s
shares owned

10,494 shares

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Nov. 1984

Joined the Company

May 2007

Seasonal Buyer Manager of Merchandising Division of theCompany

July 2015

Executive Officer of the Company

Number of
the Company’s
shares owned

Manager of Coordinated Merchandise Planning Section,
Merchandising Division of Nitori Co., Ltd.
May 2017

Senior Executive Officer of the Company
Manager of Coordinated Merchandise Planning Section,
Merchandising Division of Nitori Co., Ltd.

Nov. 2018

Hiromi Abiko(February 13,
1961)

Acting General Manager of Merchandising Division and Manager
of Coordinated Merchandise Planning Section, Merchandising
Division of Nitori Co., Ltd.
Feb. 2019[Reappointment]
6

Senior Executive Officer, in charge of Global CoordinatedMerchandise Planning, Global Merchandising Division of theCompany

Attendance atmeetings of the May 2020
Board ofDirectors:
10 out of 10
meetings (100%)

Senior Executive Officer, in charge of Coordinated Merchandise
Planning, Global Merchandising Division of the Company
Manager of Planning Group, Merchandising Division, andManager of Coordinated Product Planning Section,
Merchandising Division of Nitori Co., Ltd.
Managing Executive Officer, in charge of CoordinatedMerchandise Planning, Global Merchandising Division of theCompany
Manager of Planning Group, Merchandising Division, andManager of Coordinated Product Planning Section, Merchandising
Division of Nitori Co., Ltd.

Mar. 2021

Managing Executive Officer & General Manager of HR
Education Division of the Company

May 2021

Director & General Manager of HR Education Division of theCompany (current position)

Reasons for nomination as candidate for Director:
The candidate has abundant business experience and insight gained from her
extensive work experience in the planning, development and coordination of
products as well as her engagement in the activities of the Diversity Promotion
Committee. The candidate is also currently responsible for promoting HR
education and cultivating corporate culture towards achieving the medium- tolong-term management plan of the Company. Accordingly, the Company
proposes the election of the candidate for Director.
Special interest between the candidate and the Company:
There is no special interest between Hiromi Abiko and the Company.

14

5,314 shares

Candidate
No.

Name
(Date of birth)

Takaaki Okano(December 25,
1972)[Reappointment]
7

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
July 2003

Joined SHIMACHU HOME’S CO., LTD.

Sept. 2007

Joined SHIMACHU CO., LTD.

Aug. 2009

General Manager of Furniture Sales Department of SHIMACHU
CO., LTD.

Mar. 2010

General Manager of Furniture Product Department of
SHIMACHU CO., LTD.

July 2012

General Manager of Human Resources Department of
SHIMACHU CO., LTD.

Sept. 2013

Executive Officer & General Manager of Human Resources
Department of SHIMACHU CO., LTD.

Nov. 2014

Director & General Manager of Human Resources Department of
SHIMACHU CO., LTD.

Sept. 2015

Director & General Manager of General Affairs Department of
SHIMACHU CO., LTD.

Attendance at Aug. 2017 Director & General Manager of President’s Office of SHIMACHU
CO., LTD.
meetings of theBoard ofNov. 2017 President and Representative Director of SHIMACHU CO., LTD.
Directors:(current position)
10 out of 10
May 2021 Director of the Company (current position)
meetings (100%)
Reasons for nomination as candidate for Director:
The candidate has abundant experience and deep insight gained from his
engagement in sales and administrative divisions at SHIMACHU CO., LTD.,and has also displayed his capability for overall management as its President
and Representative Director since November 2017. Accordingly, the Company
proposes the election of the candidate for Director, believing that he willcontinue to be needed to achieve a smooth integration of the management of
SHIMACHU CO., LTD. and the Company.
Special interest between the candidate and the Company:
There is no special interest between Takaaki Okano and the Company.

15

Number of
the Company’s
shares owned

19 shares

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1967

Joined Toyo Rayon Co., Ltd. (currently Toray Industries, Inc.)

June 2002

President and Representative Member of the Board of Toyo
Rayon Co., Ltd.

June 2010

Chairman and Representative Member of the Board of Toyo
Rayon Co., Ltd.

Number of
the Company’s
shares owned

Outside Director of Mitsui O.S.K. Lines, Ltd.

Sadayuki
Sakakibara(March 22,
1943)

8

June 2012

Outside Director of Nippon Telegraph and Telephone Corporation(current position)

June 2013

Outside Director of Hitachi, Ltd.

June 2014

Chairman of Japan Business Federation (Keidanren)
Chairman of the Board of Toray Industries, Inc.

June 2018

Honorary Chairman of Japan Business Federation (Keidanren)(current position)

Mar. 2019[Reappointment] May 2019
[Outside]
Dec. 2019[Independent]

Outside Director of SHIMANO, INC. (current position)
Outside Director of the Company (current position)
Outside Director of Japan Investment Corporation (current
position)

Attendance at June 2020 Outside Director and Chairman of the Board of The Kansai
Electric Power Company, Incorporated (current position)
meetings of theBoard of
Reasons for nomination as candidate for Outside Director and expected role:
Directors:
The candidate has abundant experience and deep insight gained from his
13 out of 13
extensive years of engaging in management of Toray Industries, Inc. and has
meetings (100%) served in important positions such as Chairman of Japan Business Federation(Keidanren). He has been actively expressing his opinions as to thestrengthening of overall management at meetings of the Board of Directors of
the Company and playing his proper role as an Outside Director in the
supervision of business execution.
For these reasons, the Company proposes the election of the candidate for
Outside Director, believing that he will contribute to further enhancement ofour corporate governance by providing appropriate supervision and usefuladvice for the Company’s overall management.
Tenure as Outside Director: 3 years (at the conclusion of this meeting)Special interest between the candidate and the Company:
There is no special interest between Sadayuki Sakakibara and the Company.

16– sharesCandidate
No.

Name
(Date of birth)

Yoshihiko
Miyauchi(September 13,
1935)

9

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Aug. 1960

Joined Nichimen & Co., Ltd. (currently Sojitz Corporation)

Apr. 1964

Joined Orient Leasing Co., Ltd. (currently ORIX Corporation)

Mar. 1970

Director of Orient Leasing Co., Ltd.

Dec. 1980

Representative Executive Officer, President and Chief Executive
Officer of Orient Leasing Co., Ltd., Group CEO

Apr. 2000

Representative Executive Officer, Chairman and Chief Executive
Officer of ORIX Corporation, Group CEO

June 2003

Director, Representative Executive Officer, Chairman and Chief
Executive Officer of ORIX Corporation, Group CEO

Apr. 2006

Outside Director of ACCESS CO., LTD. (current position)

June 2014

Senior Chairman of ORIX Corporation (current position)[Reappointment] June 2017
[Outside]
Oct. 2019[Independent]
May 2020

Number of
the Company’s
shares owned

Outside Director of Calbee, Inc. (current position)
Outside Director of RAKSUL INC. (current position)
Outside Director of the Company (current position)

Attendance at Reasons for nomination as candidate for Outside Director and expected role:meetings of the The candidate has abundant experience and deep insight in corporate
Board ofmanagement gained from his extensive years of engaging in management of
Directors:
ORIX Corporation. He has been actively expressing his opinions on our
13 out of 13
medium- to long-term plan, management strategy, and other matters, atmeetings (100%) meetings of the Board of Directors of the Company and playing his proper roleas an Outside Director in the supervision of business execution.
For these reasons, the Company proposes the election of the candidate for
Outside Director, believing that he will continue to provide appropriate
supervision for the business execution of the Company and useful advice froma broader perspective for the Company’s overall management.
Tenure as Outside Director: 2 years (at the conclusion of this meeting)Special interest between the candidate and the Company:
There is no special interest between Yoshihiko Miyauchi and the Company.

17

189 shares

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Aug. 1988

Joined Fujitsu Limited

Sept. 2009

Vice President of Mobile Phones Unit of Fujitsu Limited

Oct. 2011

Head of Global Research & Development Center of Fujitsu
Laboratories of America, Inc.

Apr. 2016

Deputy Head of Advanced System Research & Development
Unit and Head of AI Promotion Office of Fujitsu Limited

Apr. 2017

Corporate Executive Officer and Head of AI Platform Business
Unit of Fujitsu Limited

Naoko
Apr. 2018
Yoshizawa(May 29, 1964) Sept. 2018

Corporate Executive Officer, EVP and Vice Head of Digital
Services Business of Fujitsu Limited
Corporate Executive Officer, EVP of Fujitsu Limited, CEO of
FUJITSU Intelligence Technology Ltd.

[Reappointment]
Nov. 2019 Corporate Executive Officer, EVP and Evangelist of Digital[Outside]
Software & Solutions Business Group of Fujitsu Limited[Independent]
May 2021 Outside Director of the Company (current position)
Attendance at June 2021 Outside Director of Yamaha Corporation (current position)
meetings of theReasons for nomination as candidate for Outside Director and expected role:
Board ofThe candidate has extensive insight and experience in corporate management
Directors:
gained from her years of holding key positions in a range of business fields at
9 out of 10
meetings (90%) Fujitsu Limited, including driving the company’s DX (digital transformation).
The Company proposes the election of the candidate for Outside Director,
believing that she will make use of her insight and experience to contribute toimproving the Company’s IT readiness for promoting DX as well as to provide
appropriate supervision and useful advice for the Company’s overallmanagement, and thereby appropriately exercise her duties as an Outside
Director.
Tenure as Outside Director: 1 year (at the conclusion of this meeting)10

Number of
the Company’s
shares owned– shares

Special interest between the candidate and the Company:
There is no special interest between Naoko Yoshizawa and the Company.
Notes:

1.

Sadayuki Sakakibara, Yoshihiko Miyauchi, and Naoko Yoshizawa are candidates for Outside Director and eachof them meets the “Independence Criteria for Outside Directors” established by the Company. Please refer topage 29 for the “Independence Criteria for Outside Directors.”
Furthermore, the Company entered into a special advisor (part-time) agreement with Sadayuki Sakakibara for theperiod from September 2018 to May 2019. The primary purpose for the agreement was to receive his opinions
and suggestions concerning overall corporate management based on his abundant experience and insight, as wellas to retain him until the 47th Annual General Meeting of Shareholders held on May 16, 2019 to which theproposal regarding the election of Directors is submitted, when obtaining informal consent from him to assume
the position of Outside Director. His remuneration for this role was a total amount of less than ¥5 million, an
immaterial amount, and it was therefore judged not to affect his independence.
2. The Company registered Sadayuki Sakakibara, Yoshihiko Miyauchi, and Naoko Yoshizawa as independent
officers with the Tokyo Stock Exchange and the Sapporo Securities Exchange pursuant to the regulations of the
Exchanges. If their reappointments are approved, the Company plans to continue their designation as independent
officers.
3. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into
agreements with Sadayuki Sakakibara, Yoshihiko Miyauchi, and Naoko Yoshizawa to limit their liability fordamages under Article 423, paragraph 1 of the Companies Act to the minimum liability amount provided for by
Article 425, paragraph 1 of the same Act. If their reappointments are approved, the Company plans to renew thelimited liability agreements with them.
4. The Company has concluded a directors and officers liability insurance contract provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance contract shall cover damages,
legal expenses, etc. (except for causes for exemptions stipulated under the contract) in the event where a claim
for damages is made during the insurance period as a result of the execution of duties by directors and officers.
However, as a measure to ensure the appropriateness of the execution of duties by the insured is not impaired,
there are certain causes for exemptions, including no coverage for damage arising from acts committed by the
insured while being aware that they were in violation of laws and regulations. The insureds under the said
insurance contract are directors and executive officers of the Company and its domestic and overseas subsidiaries(excluding some). In addition, the insurance premiums are fully borne by the Company. All candidates will be
insured under the said insurance contract. In addition, the Company plans to renew the insurance contract with

18

5.

6.

the same terms and conditions in February 2023, and all candidates will continue to be insured under the said
insurance contract if their reappointments are approved.
Regarding the attendance of Hiromi Abiko, Takaaki Okano, and Naoko Yoshizawa at meetings of the Board of
Directors, since they were elected as Directors at the 49th Annual General Meeting of Shareholders held on May
13, 2021, the number indicated is the number of meetings held after they assumed office as Directors. The
meetings of the Board of Directors were held 10 times since their assumption of office.
The “Number of the Company’s shares owned” by each candidate indicates the actual number of shares including
the shares held by the Officers’ Shareholding Association of the Company.

19

Proposal No.5:

Election of Three (3) Directors who are Audit & Supervisory Committee Members

The terms of office of all four Directors who are Audit & Supervisory Committee Members will expire at theconclusion of this General Meeting. Therefore, the Company proposes the election of three Directors who
are Audit & Supervisory Committee Members.
The Audit & Supervisory Committee has given its approval to this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:
Candidate
No.

1

2

3

Current positions andresponsibilities in the
Company

Attendance atmeetings ofthe Board of
Directors

Attendance atmeetings of
the Audit &Supervisory
Committee

Takao Kubo

Director(Full-time Member ofAudit & Supervisory
Committee)

13 out of 13
meetings(100%)

11 out of 11
meetings(100%)

Yoshiyuki
Izawa

-

-

-

Hisayoshi Ando

-

-

-

Name

[Reappointment][New
appointment][Outside][Independent][New
appointment][Outside][Independent]

20

Candidate
No.

Name
(Date of birth)

Takao Kubo
(January 14,
1946)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Dec. 1977

Joined the Company

Feb. 1989

General Manager of Management Policy Office of the Company

May 1993

Full-time Corporate Auditor of the Company.

May 2001

Director & General Manager of Management Planning Office of
the Company[Reappointment] Apr. 2003

1

Number of
the Company’s
shares owned

Director & General Manager of President’s Office of theCompany

Attendance at May 2004 Full-time Corporate Auditor of the Company
meetings of theAug. 2010 Corporate Auditor of Nitori Co., Ltd. (current position)
Board ofCorporate Auditor of Home Logistics Co., Ltd. (current position)
Directors:
May
2016
Director (Full-time Member of Audit & Supervisory Committee)
13 out of 13
of the Company (current position)
meetings (100%)
Apr. 2021
Corporate Auditor of SHIMACHU CO., LTD (current position)
Attendance at
Reasons for nomination as candidate for Director:
meetings of the
The candidate has considerable knowledge regarding finance and accounting
Audit &and has abundant experience covering the overall management gained fromSupervisory
serving positions of Director & Corporate Auditor at the Company.
Committee:
Accordingly, the Company proposes the election of the candidate for Director
11 out of 11
meetings (100%) who is Audit & Supervisory Committee Member.
Special interest between the candidate and the Company:
There is no special interest between Takao Kubo and the Company.

21

20,626 shares

Candidate
No.

2

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1970

Joined Mitsui & Co., Ltd.

Sept. 1997

President of MITSUI & CO. DEUTSCHLAND GMBH

June 2000

Director and General Manager of Informative Industry Divisionof Mitsui & Co., Ltd.

June 2004 Executive Managing Officer and General Manager of Osaka
Yoshiyuki Izawa
Office of Mitsui & Co., Ltd.
(February 10,
Apr. 2007
Senior Executive Managing Officer of Mitsui & Co., Ltd.
1948)
June 2007 Representative Director, Senior Executive Managing Officer of[New
Mitsui & Co., Ltd.
appointment] Apr. 2008
Representative Director, Executive Vice President of Mitsui &[Outside]Co., Ltd.
[Independent]
Dec. 2009 President and Representative Executive Officer of JAPAN POSTBANK Co., Ltd.
Attendance atmeetings of the May 2015 Representative Director & Chairperson of BlackRock Japan Co.,
Board ofLtd.
Directors:
Apr. 2021
Chairperson of the Board of BlackRock Japan Co., Ltd.
Reasons for nomination as candidate for Outside Director and expected role:
Attendance at The candidate has abundant experience and deep insight in management gained
meetings of the from his extensive years of engaging in management of Mitsui & Co., Ltd. In
addition, based on the knowledge gained while leading the management ofAudit &
BlackRock Japan Co., Ltd., we believe that he will provide useful advice on
Supervisory
our corporate governance system and compliance system not only from theCommittee:
perspective of a manager but also from the perspective of an investor. For thesereasons, the Company proposes the election of the candidate for Outside
Director who is Audit & Supervisory Committee Member, believing that hewill appropriately fulfill his duties as Outside Director.
Special interest between the candidate and the Company:
There is no special interest between Yoshiyuki Izawa and the Company.

22

Number of
the Company’s
shares owned– sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1983

Joined the Ministry of International Trade and Industry

July 2005

Head of Iron and Steel Division of Manufacturing Industries
Bureau of Ministry of Economy, Trade and Industry

July 2007

Head of Secretariat General Policy Division, Commissioner ofAgency for Natural Resources and Energy of Ministry of
Economy, Trade and Industry

July 2008

Head of Economic and Industrial Policy Division of Economic
and Industrial Policy Bureau of Ministry of Economy, Trade andIndustry

Hisayoshi Ando
Dec. 2008(April 24,
1960)
[New
appointment][Outside][Independent]
3

Number of
the Company’s
shares owned

Head of Policy Planning and Coordination
Division of Minister's Secretariat of Ministry of Economy, Tradeand Industry

Sept. 2009

Executive Secretary to the Prime Minister

July 2010

Head of Natural Resources and Fuel Department of Agency for
Natural Resources and Energy of Ministry of Economy, Tradeand Industry

June 2013
Attendance atmeetings of theJuly 2015
Board ofDirectors:
July 2017

Head of Kanto Bureau of Economy, Trade and Industry of
Ministry of Economy, Trade and Industry

Attendance atmeetings of the
Audit &
Supervisory
Committee:-

July 2019

Vice-Minister of Economy, Trade and Industry of Ministry of
Economy, Trade and Industry

July 2021

Retired from Ministry of Economy, Trade and Industry

Director-General of Commerce and Information Policy Bureau of
Ministry of Economy, Trade and Industry– sharesCommissioner of Small and Medium Enterprise Agency of
Ministry of Economy, Trade and Industry

Reasons for nomination as candidate for Outside Director and expected role:
The candidate has held important positions including Vice-Minister of
Economy, Trade and Industry, and we believe that his abundant experience andprofessional insight will be utilized to strengthen our corporate governance andcompliance system. Although the candidate has never directly taken part incorporate management, the Company judges that he will appropriately fulfill
his duties as Outside Director based on the above reasons. Accordingly, theCompany proposes the election of the candidate for Outside Director who is
Audit & Supervisory Committee Member.
Special interest between the candidate and the Company:
There is no special interest between Hisayoshi Ando and the Company.

Notes: 1.
2.
3.

4.

Yoshiyuki Izawa and Hisayoshi Ando are candidates for Outside Director and both of them meets the“Independence Criteria for Outside Directors” established by the Company. Please refer to page 29 for the“Independence Criteria for Outside Directors.”
The Company registered Yoshiyuki Izawa and Hisayoshi Ando as independent officers with the Tokyo Stock
Exchange and the Sapporo Securities Exchange pursuant to the regulations of the Exchanges. If their elections
are approved, the Company plans for their designation as independent officers.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Takao Kubo to limit his liability for damages under Article 423, paragraph 1 of the Companies
Act to the minimum liability amount provided for by Article 425, paragraph 1 of the same Act. If his
reappointment is approved, the Company plans to renew the limited liability agreement with him. If the electionsof Yoshiyuki Izawa and Hisayoshi Ando are approved, the Company plans to enter into the limited liability
agreement with them.
The Company has concluded a directors and officers liability insurance contract provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance contract shall cover damages,
legal expenses, etc. (except for causes for exemptions stipulated under the contract) in the event where a claim
for damages is made during the insurance period as a result of the execution of duties by directors and officers.
However, as a measure to ensure the appropriateness of the execution of duties by the insured is not impaired,
there are certain causes for exemptions, including no coverage for damage arising from acts committed by the
insured while being aware that they were in violation of laws and regulations. The insureds under the said
insurance contract are directors and executive officers of the Company and its domestic and overseas subsidiaries(excluding some). In addition, the insurance premiums are fully borne by the Company. All candidates will be
insured under the said insurance contract. In addition, The Company plans to renew the insurance contract withthe same terms and conditions in February 2023, and Takao Kubo will continue to be insured under the said
insurance contract if his reappointment is approved. If the appointments of Yoshiyuki Izawa and Hisayoshi Ando

23

5.

are approved, they will be insured under the said insurance contract.
The “Number of the Company’s shares owned” by each candidate indicates the actual number of shares including
the shares held by the Officers’ Shareholding Association of the Company.

24Proposal No.6: Election of One (1) Substitute Director who is an Audit & Supervisory Committee Member
The Company proposes the election of one (1) Substitute Director who is an Audit & Supervisory Committee
Member in advance in preparation of the case that the number of Directors who are Audit & Supervisory
Committee Members falls short of the number as stipulated by laws and regulations.
The Audit & Supervisory Committee has given its approval to this proposal.
The candidate for the Substitute Director who is an Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Aug. 1988

Joined Fujitsu Limited

Sept. 2009

Vice President of Mobile Phones Unit of Fujitsu Limited

Oct. 2011

Head of Global Research & Development Center of Fujitsu Laboratoriesof America, Inc.

Apr. 2016

Deputy Head of Advanced System Research & Development Unit andHead of AI Promotion Office of Fujitsu Limited

Apr. 2017

Corporate Executive Officer and Head of AI Platform Business Unit of
Fujitsu Limited

Apr. 2018

Corporate Executive Officer, EVP and Vice Head of Digital Services
Business of Fujitsu Limited

Sept. 2018

Corporate Executive Officer, EVP of Fujitsu Limited, CEO of FUJITSUIntelligence Technology Ltd.

Nov. 2019

Corporate Executive Officer, EVP and Evangelist of Digital Software &Solutions Business Group of Fujitsu Limited

Naoko
May 2021 Outside Director of the Company (current position)
Yoshizawa(May 29, 1964) June 2021 Outside Director of Yamaha Corporation (current position)
Reasons for nomination as candidate for substitute Outside Director and expected role:[Outside]
The candidate has extensive insight and experience in corporate management gained[Independent]
from her years of holding key positions in a range of business fields at Fujitsu Limited,
including driving the company’s DX (digital transformation). The Company proposes
Attendance atthe election of the candidate for Substitute Outside Director who is Audit & Supervisory
meetings of theCommittee Member, believing that she will perform her duties appropriately andBoard ofeffectively in corporate governance in light of her track record of providing appropriate
Directors:
supervision and useful advice for the Company’s overall management as Outside
9 out of 10
Director by making use of her experience and insight.
meetings (90%)
Tenure as Outside Director: 1 year (at the conclusion of this meeting)Number of
the Company’s
shares owned– shares

Special interest between the candidate and the Company:
There is no special interest between Naoko Yoshizawa and the Company.
In the event that the candidate assumes the office of Director who is an Audit &Supervisory Committee Member:
Naoko Yoshizawa will assume the office of Director (excluding Directors who are
Audit & Supervisory Committee Members) if the Proposal No.4 “Election of Ten (10)Directors (Excluding Directors who are Audit & Supervisory Committee Members)” isapproved as originally proposed. If the number of Directors who are Audit &Supervisory Committee Members falls short of the number as stipulated by laws andregulations, she will resign as Director (excluding Directors who are Audit &Supervisory Committee Members) and assume the office of Director who is Audit &Supervisory Committee Member.
(Note) 1.
2.

3.

Naoko Yoshizawa is a candidate for Outside Director and she meets the “Independence Criteria for Outside
Directors” established by the Company. Please refer to page 29 for the “Independence Criteria for Outside
Directors.”
The Company registered Naoko Yoshizawa as an independent officer with the Tokyo Stock Exchange and the
Sapporo Securities Exchange pursuant to the regulations of the Exchanges. If the reappointment of Naoko
Yoshizawa as Director (excluding Directors who are Audit & Supervisory Committee Members) is approved,
and if she subsequently assumes the office of Director who is Audit & Supervisory Committee Member, theCompany plans to continue her designation as an independent officer.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Naoko Yoshizawa to limit her liability for damages under Article 423, paragraph 1 of theCompanies Act to the minimum liability amount provided for by Article 425, paragraph 1 of the same Act. If the

25

4.

5.

reappointment of Naoko Yoshizawa as Director (excluding Directors who are Audit & Supervisory Committee
Members) is approved, and if she subsequently assumes the office of Director who is Audit & Supervisory
Committee Member, the Company plans to renew the limited liability agreement with her.
The Company has concluded a directors and officers liability insurance contract provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance contract shall cover damages,
legal expenses, etc. (except for causes for exemptions stipulated under the contract) in the event where a claim
for damages is made during the insurance period as a result of the execution of duties by directors and officers.
However, as a measure to ensure the appropriateness of the execution of duties by the insured is not impaired,
there are certain causes for exemptions, including no coverage for damage arising from acts committed by the
insured while being aware that they were in violation of laws and regulations. The insureds under the said
insurance contract are directors and executive officers of the Company and its domestic and overseas subsidiaries(excluding some). In addition, the insurance premiums are fully borne by the Company. The candidate will be
insured under the said insurance contract. In addition, the Company plans to renew the insurance contract withthe same terms and conditions in February 2023. If the reappointment of Naoko Yoshizawa as Director (excluding
Directors who are Audit & Supervisory Committee Members) is approved, and if she subsequently assumes theoffice of Director who is an Audit & Supervisory Committee Member, the candidate will continue to be insured
under the said insurance contract.
Regarding the attendance of Naoko Yoshizawa at meetings of the Board of Directors, since she was elected as
Director at the 49th Annual General Meeting of Shareholders held on May 13, 2021, the number indicated is thenumber of meetings held after she assumed office as Director. The meetings of the Board of Directors were held
10 times after her assumption of office.

26

For reference (1) Composition of officers after the proposal is approved (management structure from May
19, 2022)
Of the skills, etc. held by each Director, maximum of seven main skills are marked with ●.
Knowledge and experience the Company expects of Directors
ProposalCandidate
No.

Title
(scheduled)

Name

Representative

1

Akio Nitori [Reappointment] Director &2Toshiyuki
Shirai34Chairperson
Representative[Reappointment] Director &President

Director,
Executive
Officer & Vice
President
Director,
Fumiaki [Reappointment] Executive
Officer & Vice
MatsumotoPresident

Fumihiro
Sudo[Reappointment]

Proposal No.4

5

Masanori
Takeda[Reappointment] Director

6

Hiromi
Abiko[Reappointment] Director

7

TakaakiOkano[Reappointment] Director

Corporate
Product
Management
Development
Management
Coordination
Strategy

●

●

●

●

●

●

●
●

Sadayuki [Reappointment][Independent] Outside Director
Sakakibara[Outside]●9

Yoshihiko
Miyauchi[Reappointment][Independent] Outside Director[Outside]●10

Naoko [Reappointment][Independent] Outside Director
Yoshizawa[Outside]●1
Proposal No.5

2

3

Logistics &Trading
Procurement

DX Promotion
Sales Planning
IT &Store-opening
Information
Policycommunications

●
●

●
●

●

●

●

●

●

●

●

●

●
●

●
●

●
●

●
●

●
●

●
●

27

●

●

●

8

Director
Full-time
Takao Kubo [Reappointment] Member of Audit& Supervisory
Committee
Outside Director[New
Yoshiyuki appointment] Audit &Supervisory[Independent]
Izawa
Committee[Outside]
MemberOutside Director[New
Hisayoshi appointment] Audit &Supervisory[Independent]
Ando
Committee[Outside]
MemberProduction
Quality
ControlKnowledge and experience the Company expects of Directors
Candidate
No.

Name

1

Akio Nitori

2

Macroeconomic& International
Situation

Overseas
Business
Strategy●

Rejecting Status Organization
Quo& HR
Changes &HR
Challenges
Development

Legal Affairs
RiskManagement

Finance &Internal Control Sustainability
Accounting
Governance
SDGs
Taxation●●●

Toshiyuki
Shirai●●3

Fumihiro
Sudo

●

4

FumiakiMatsumoto●●

5

Masanori
Takeda●●6

HiromiAbiko

7

TakaakiOkano

8

Sadayuki
Sakakibara

●

●

●

●

9

Yoshihiko
Miyauchi

●

●

●

●

10

Naoko
Yoshizawa1

Takao Kubo

2

Yoshiyuki
Izawa

●

3

Hisayoshi
Ando

●

●
●

●

●

●

●

●
●

●

●
●

28

●

●

●

●

●

●

●

For reference (2)Independence Criteria for Outside Directors
The Company designates Outside Directors who do not fall under any of the following items as independent
Directors.
1) A person who is currently or was in the past ten years an executive director, executive officer, manager,
or any other employee (hereinafter collectively referred to as “Executive”) of the Company or asubsidiary of the Company.
2) A person or the Executive of a corporation who holds either directly or indirectly 10% or more of thetotal number of the voting rights of the Company.
3) A person or the Executive of a corporation for whom the Company or a subsidiary of the Company is amajor business partner (Note 1), and a person or the Executive of a corporation who is a major business
partner (Note 2) of the Company or a subsidiary of the Company.
4) The financial auditor or one of their employees, etc., for the Company or for a subsidiary of the Company.
5) A consultant, attorney at law, certified public accountant, certified public tax accountant, etc., whoreceived from the Company or a subsidiary of the Company monetary payment or other property benefits
exceeding ¥10 million annually other than director/corporate auditor remuneration (referring to theperson belonging to the organization if the one who received the relevant property is an organization suchas a corporation or partnership).
6) A person or the Executive of a corporation who received donations or aid funds exceeding ¥10 million
annually from the Company or a subsidiary of the Company.
7) A person who has fallen under any of 2) through 6) in the past three years.
8) A person whose spouse or relative who is within the second degree of kinship falls under any of 1)
through 7). However, in the event that the person who falls under 1) through 7) is the Executive, this islimited to the important Executive (Note 3).
9) Any other person, even if they do not fall under 1) through 8), for whom there is potential for constantconflict of interests with general shareholders as a whole.
Notes:

1.
2.

3.

A business partner for whom 2% or more of its annual consolidated net sales in the most recent fiscal year was
paid by the Company or a subsidiary of the Company.
A business partner who paid 2% or more of the annual consolidated net sales of the Company to the Company
or a subsidiary of the Company in the most recent fiscal year, or a business partner who loaned money that makes
up 2% or more of the consolidated total assets of the Company to the Company or a subsidiary of the Company
at the end of the most recent fiscal year.
A person, among the Executives, who executes important business such as a director (excluding an outside
director), executive officer, manager or a person in charge of a department.

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