Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 3048)
November 7, 2023
To Shareholders with Voting Rights:
Toru Akiho
Representative Director and President
BIC CAMERA INC.
3-23-23, Takada, Toshima-ku, TokyoNOTICE OF
THE 43RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to announce the 43rd Annual General Meeting of Shareholders of BIC CAMERA INC.
(the “Company”). The meeting will be held for the purposes described below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders,etc. (matters for which measures for providing information in electronic format are to be taken) inelectronic format and posts this information on the websites shown below. Please access the websites
by using the internet addresses to review the information.
The Company’s website:
https://www.biccamera.co.jp/ir/library/index7.html (in Japanese)
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Use the link provided above to access the TSE website. Enter “BIC CAMERA” in “Issue name(company name)” or the Company’s securities code “3048” in “Code,” then click “Search.” Click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)Website Containing Informational Materials for the Annual General Meeting of Shareholders:
https://d.sokai.jp/3048/teiji/ (in Japanese)
If you are not going to attend the meeting in person, you may exercise your voting rights via theInternet or in writing (via postage). Please review the Reference Documents for the General Meetingof Shareholders and exercise your voting rights by 6 p.m. on Tuesday, November 21, 2023.

-1-1. Date and Time:

Wednesday, November 22, 2023, at 10:00 a.m. (JST)

2. Venue

Large Hall, Itabashi Culture Hall
51-1, Oyama-higashicho, Itabashi-ku, Tokyo

3. Meeting Agenda:
Matters to be reported:(1) The Business Report, Consolidated Financial Statements for theCompany’s 43rd Fiscal Year (September 1, 2022 - August 31, 2023) andresults of audits by the Accounting Auditor and the Audit andSupervisory Committee regarding the Consolidated Financial Statements(2) Non-consolidated Financial Statements for the Company’s 43rd Fiscal
Year (September 1, 2022 - August 31, 2023)
Matters to be resolved:
Proposal 1:

Appropriation of Surplus

Proposal 2:

Election of 9 Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)

4. Guidance on the Exercise of Voting Rights
Please refer to Guidance on the Exercise of Voting Rights on pages 3 to 6.
5. Other Matters regarding This Notice of Convocation
To shareholders who have requested the delivery of these documents, a document stating matters for whichmeasures for providing information in electronic format are to be taken will be sent together with those
documents. However, “Major Business Offices,” “Matters Related to Share Acquisition Rights, etc. of theCompany,” “Items Related to the Accounting Auditor,” and “Systems for Ensuring Appropriate Business
Operations and Operational Status Thereof” of the Business Report; “Consolidated Statement of Changes inShareholders’ Equity” and “Notes to Consolidated Financial Statements” of the Consolidated Financial
Statements; and “Non-consolidated Statement of Changes in Shareholders’ Equity” and “Notes to Nonconsolidated Financial Statements” of the Non-consolidated Financial Statements will be excluded from such
documents in accordance with laws and regulations and Article 14, paragraph 2 of the Company’s Articles
of Incorporation. Consequently, such documents are part of the documents that were audited by the Audit
and Supervisory Committee and the Accounting Auditor in preparing the Audit Reports.


If revisions to the matters for which measures for providing information in electronic format arise, a
notice of the revisions and the details of the matters before and after the revisions will be posted to eachwebsite and to the TSE website.

Upon attending the meeting, please present the Voting Rights Exercise Form to the receptionist at thevenue of the meeting.

-2-

Guidance on the Exercise of Voting Rights
You may exercise your voting rights using one of the following three methods.
Exercising Your Voting Rights via the Internet
Please follow the instructions on pages 4 to 5 to log into the Website for Exercise of Voting Rights fromyour smartphone or computer and input approval or disapproval for proposals.
Must be completed by Tuesday, November 21, 2023, at 6:00 p.m. (JST)Exercising Voting Rights in Writing (via Postage)
Please indicate your votes of approval or disapproval for proposals on the Voting Rights Exercise Formand return the form to the Company. You do not need to affix a stamp.
Must be received by Tuesday, November 21, 2023, at 6:00 p.m. (JST)
Attending the General Meeting of Shareholders
Please present the Voting Rights Exercise Form to the receptionist at the venue of the meeting.

Wednesday, November 22, 2023, at 10:00 a.m. (JST) (Reception opens at 9:00 a.m.)* If you exercise your voting right in duplicate both via the Internet and in writing (via postage), theCompany will only deem your exercise via the Internet valid.
* If you exercise your voting rights via the Internet, etc. more than once, the latest vote shall be accepted as
the valid exercise of your voting rights.

-3-

Exercising Your Voting Rights via the Internet
Must be completed by Tuesday, November 21, 2023, at 6:00 p.m. (JST)“Smart Vote” method
Scanning the login QR CodeYou can simply log in to the website for exercising voting rights without entering your voting
code and password.
1.

2.

Please scan QR Code provided at the bottom right of the Voting Rights Exercise Form.

*“QR Code” is a registered trademark of DENSO WAVE INCORPORATED.

*The actual Voting Rights Exercise Form may differ from the image.

Please enter your approval or disapproval according to the guidance given on the screen.
Note that your voting rights can be exercised only once by using the“Smart Vote” method.
If you need to make a correction to the content of your vote after you
have exercised your voting rights, please access the website for personal
computers and log in by entering the “voting right exercise code” and“password” printed on the Voting Rights Exercise Form, and exercise
your voting rights again.
* You can access the website for personal computer by scanning the QR
Code again.

-4-

Entering the Code and Password for Exercising Voting Rights
Website for Exercise of Voting Rights: https://soukai.mizuho-tb.co.jp/ (in Japanese)

1. Please access the Website for Exercise of
Voting Rights.

2. Please enter the “voting right exercisecode” printed on the Voting Rights
Exercise Form.

Enter the “voting right
exercise code.”
Click “ Next.”

3.

Please enter the “initial password”
printed on the Voting Rights Exercise
Form.

Enter the “initial password.”

Create your own new password.

4. Please enter your approval ordisapproval according to the guidance
given on the screen.

Click “Register.”* The actual screen displayed to you may differ from the image.

(Please note)• The password (including the password changed by the shareholder) is valid only for this General
Meeting of Shareholders. New passwords will be issued for the next General Meeting of Shareholders.
• The password is a tool to identify the person who is voting as the shareholder himself/herself. Please
note that the Company will not contact shareholders regarding their passwords.
• If you enter an incorrect password more than a certain number of times, the password will be locked
and become invalid. If it is locked, please follow the guidance on the screen.
• The cost for the Internet connection is to be borne by the shareholders.
• Depending on the Internet usage environment, etc. of your computer or smartphone, etc. you might not
be able to use the Website for Exercise of Voting Rights.
In case you need instructions for how to operate
Mizuho Trust & Banking Co., Ltd.,
your computer, smartphone, etc. in order toStock Transfer Agency Department
exercise your voting rights via the Internet, please
Internet Help Dial
contact:
0120-768-524(Operating Hours: 9:00 a.m. to 9:00 p.m.
(JST), excluding year-end and New Yearholidays, only in Japan)
Institutional investors may use the Electronic Voting Platform for institutional investors operated by ICJ,
Inc.

-5-

Exercising Voting Rights in Writing (via Postage)
Please indicate your votes of approval or disapproval for proposals on the Voting Rights Exercise Formand return the form to the Company. You do not need to affix a stamp.
Must be received by Tuesday, November 21, 2023, at 6:00 p.m. (JST)Guidance on Filling out Voting Rights Exercise Form
Please input your approval or disapproval of the
proposals here.
Proposal 1• If you approve >> Write a circle in the“Approve” column.
• If you disapprove >> Write circle in the“Disapprove” column.
Proposal 2• If you approve of all the candidates >> Write acircle in the “Approve” column.
• If you disapprove of all the candidates >> Writea circle in the “Disapprove” column.
• If you disapprove of some of the candidates >>Write a circle in the “Approve” column, and fill
the candidate number of the candidate(s) you
disapprove of.
* If no indication of approval or disapproval is made on the Voting Rights Exercise Form for each
proposal, it will be treated as an indication of approval.

-6-

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

Appropriation of Surplus

The Company considers the distribution of profits to shareholders as one of the most importantmanagement issues, and has its basic policy to pay appropriate dividends according to its performance.
For the year-end dividend for the current fiscal year, we propose a payment of ¥10 per share given thecurrent business performance, future business development, and other factors.
As the Company has already paid an interim dividend of ¥5 per share in May 2023, the annual dividend
for the current fiscal year, including said interim dividend, will be ¥15 per share.
(1) Type of dividend property
Cash(2) Matters concerning allocation of dividend property to shareholders and its total amountThe Company proposes to pay a dividend of ¥10 per common share of the Company.
In this event, the total dividends will be ¥1,711,719,990.
(3) Effective date of the distribution of surplus
November 24, 2023

-7-

Proposal 2:

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

The terms of office of all 10 Directors (excluding Directors who are Audit and Supervisory Committee
Members) will expire at the conclusion of this Annual General Meeting of Shareholders. In that regard, theCompany proposes the election of 9 Directors, decreasing the number of Directors by 1 to streamline themanagement base.
In regard to this proposal, the Company’s Audit and Supervisory Committee verified and examined theideal approach to supervision and execution of duties by the Board of Directors, the nomination criteria ofcandidates for Director, and other factors. As a result, after giving consideration to the status of businessexecution, performance, and other qualities of the candidates in the current fiscal year, it judged that all
candidates were suitable.
The candidates for Director (excluding Director who is an Audit and Supervisory Committee Member) are
as follows:
No.

Name

Current positions and responsibilities

1

Toru Akiho

Representative Director and President; President Executive
Officer
Director, Kojima Co., Ltd.

Reelection

2

Toru Abe

Director and Managing Director; Supervising Finance &Accounting

Reelection

3

Keiju Nakagawa

Director and Managing Director; Supervising Information
System and Logistics
Representative Director and President, RANET Co., Ltd.

Reelection

4

Eiji Tamura

Director and Managing Director; Supervising General
Affairs and Human Resources, and General Manager,
General Affairs and Human Resources Department

Reelection

5

Nachika Nemoto

Director and Executive Officer; In charge of sustainability

Reelection

6

Yuji Nakazawa

Director
Representative Director and President; President andExecutive Officer, Kojima Co., Ltd.

Reelection

7

Takeshi Uemura

DirectorReelection
OutsideIndependent
Reelection

8

Kiyoshi Tokuda

Director

OutsideIndependent

9

Reelection

Masaru Nakamura

Candidate for
Director to bereelected

OutsideReelection

Director

OutsideCandidate for outside
Director-8-

Independent

Independent officer as
defined by the securities
exchange

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
March 1997
September 2012
October 2013
October 2015

Toru Akiho
February 2017
(December 11, 1974) November 2018
Reelection

1

August 2019

Number of years in September 2020
office: 5 years(as of the conclusion December 2020of this General
Meeting of
September 2022
Shareholders)

Joined the Company
Executive Officer; General Manager, Second
Merchandise Department
Executive Officer; General Manager, Merchandise
Department
Executive Officer; General Manager, EC Business
Department
Managing Director; Director General, EC BusinessDirector and Managing Director; Director General, EC
Headquarters
Director and Managing Director; Director General,
Merchandise and EC Headquarters
Director and Senior Executive Officer; Supervising
Business Promotion, Director General, Merchandise
Director and Senior Executive Officer; Supervising
Business Promotion, Director General, Marketing
Representative Director and President; President
Executive Officer (to present)
Director, Kojima Co., Ltd. (to present)

Attendance at Board November 2022
of Directors[Reasons for nomination as a candidate for Director]
meetings: 17/17
Mr. Akiho has long acted as a manager with responsibilities in the realms ofmerchandise procurement and EC and was appointed as the Company’s
Representative Director and President; President Executive Officer in
September 2022. Accordingly, he has amassed abundant experience,achievements, and insight over the time. As such, we have judged that he iswell-qualified to contribute to the improvement of the Company’s corporate
value by drawing upon his insight, etc. in the management, and havenominated him as a candidate for Director.

-9-

Number ofshares of theCompany held

1,900

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
July 2005
November 2009
November 2010
September 2012

Toru Abe(June 16, 1961)

January 2013
February 2017

Reelection

2

September 2020
Number of years in
office: 14 years(as of the conclusion
December 2020of this General
Meeting of
Shareholders)
September 2022
Attendance at Boardof Directors
September 2023
meetings: 17/17

Joined the Company
Director; General Manager, Corporate Planning
Department
Representative Director, Tokyo Camera Distribution
Cooperative (to present)
Director and Managing Director; Director General,
Corporate Planning, and General Manager, Corporate
Planning Department of the Company
Representative Director and President, Tokyo Keikaku
Co., Ltd. (to present)
Director and Senior Executive Officer; Director
General, Corporate Planning Department of theCompany
Director and Senior Executive Officer; Supervising
Business Management, Director General, Finance &Accounting
Director and Senior Executive Officer; Supervising
Business Management, Director General, Business
Management
Director and Senior Executive Officer; Director
General, Business Management
Director and Managing Director; Supervising Finance& Accounting (to present)

Number ofshares of theCompany held

13,700[Reasons for nomination as a candidate for Director]
Mr. Abe has long served the Group as a manager with responsibility in thecorporate planning realm. While holding positions such as Representative
Director of a Group company, he has amassed abundant experience,achievements, and insight over the time. As such, we have judged that he iswell-qualified to contribute to the improvement of the Company’s corporate
value by continuing to draw upon his insight, etc. in the management, andhave nominated him as a candidate for Director.
August 2002
August 2002
February 2009

Keiju Nakagawa(July 17, 1975)
Reelection

3

September 2018
November 2018
December 2018
September 2020

September 2021
Number of years in
office: 5 years(as of the conclusion
September 2022of this General
Meeting of
September 2023
Shareholders)

Joined the Company
Director, RANET Co., Ltd.
Representative Director and President, RANET Co.,
Ltd. (to present)
Executive Officer of the Company
Director and Executive Officer
Director and Executive Officer; Director General,
Digital Communication
Director and Executive Officer; Director General,
DX/DC
Director and Managing Director; Deputy Director
General, Corporate Planning, and General Manager,
Business Development Department
Director and Senior Executive Officer; Director
General, Corporate Planning Department
Director and Managing Director; Supervising
Information System and Logistics (to present)

Attendance at Board[Reasons for nomination as a candidate for Director]of Directors
Mr. Nakagawa has acted as a manager with responsibilities in the corporate
meetings: 17/17
planning realm, has served the Group as Representative Director andPresident of a Group company which develops sales distributor business formobile phone and accordingly has amassed abundant experience,achievements, and insight over the time. As such, we have judged that he iswell-qualified to contribute to the improvement of the Company’s corporate
value by continuing to draw upon his insight, etc. in the management, andhave nominated him as a candidate for Director.

- 10 -

1,500

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
June 2010
September 2011
November 2016

February 2017

September 2018
Eiji Tamura(January 19, 1960)

September 2020

Reelection

4

Number of years in September 2021
office: 7 years(as of the conclusionof this General
September 2022
Meeting of
Shareholders)November 2022
Attendance at Boardof Directors
September 2023
meetings: 17/17

Joined the Company
Executive Officer; General Manager, Human
Resources Department
Director and Executive Officer; Director General,
General Affairs, and General Manager, Human
Resources Department
Director and Managing Director; Director General,
General Affairs, and General Manager, Human
Resources Department
Director and Senior Executive Officer; Director
General, General Affairs, and General Manager,
Human Resources Department
Director and Senior Executive Officer; Supervising
Management Strategy, Director General, Corporate
Planning, and General Manager, Corporate Planning
Department
Director and Senior Executive Officer; Supervising
Management Strategy, Director General, Corporate
Planning
Director and Senior Executive Officer; Director
General, Related BusinessDirector and Senior Executive Officer; Director
General, Related Business, and General Manager, AS
Business Department
Director and Managing Director; Supervising General
Affairs and Human Resources, and General Manager,
General Affairs and Human Resources Department (topresent)[Reasons for nomination as a candidate for Director]
Mr. Tamura has long acted as a manager with responsibilities in realms of
the human resources, corporate planning and general affairs, andaccordingly has amassed abundant experience, achievements, and insightover the time. As such, we have judged that he is well-qualified to contributeto the improvement of the Company’s corporate value by continuing to draw
upon his insight, etc. in the management, and have nominated him as a
candidate for Director.

- 11 -

Number ofshares of theCompany held

53,200No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
March 1997
September 2009
September 2012

Nachika Nemoto(September 24, 1974)
Reelection

5

April 2013
September 2021
November 2021

Number of years in
office: 2 years(as of the conclusion September 2022of this General
Meeting of
September 2023
Shareholders)

Joined the Company
Deputy Store Manager, Ikebukuro Main Store
Executive Officer; Store Manager, Seisekisakuragaoka Station Store
Executive Officer; General Manager in charge of
Human Resources
Executive Officer; Deputy Director General,
Corporate Planning, and General Manager,
Sustainability Promotion Department
Director and Executive Officer; Deputy Director
General, Corporate Planning, and General Manager,
Sustainability Promotion Department
Director and Managing Director; General Manager,
Human Resources Development Department
Director and Executive Officer; In charge ofsustainability (to present)

Number ofshares of theCompany held

1,600

Attendance at Board [Reasons for nomination as a candidate for Director]
Ms. Nemoto long played active roles in the Company’s sales and store
of Directors
operations and later worked in the human resource realm, focusing her
meetings: 17/17
efforts on promoting the active role of women in the Company, etc., andaccordingly has amassed abundant experience, achievements, and insightover the time. As such, we have judged that she is well-qualified tocontribute to the improvement of the Company’s corporate value bycontinuing to draw upon her insight, etc. in the management, and havenominated her as a candidate for Director.
June 1995
July 2000
April 2010
February 2012
September 2014
Yuji Nakazawa(December 28, 1973)
Reelection

6

September 2016

Joined Kojima Co., Ltd.
Store Manager, NEW Aobadai Store, Kojima Co., Ltd.
Manager, Marketing Planning Office, Kojima Co.,Ltd.
Manager, Merchandising Department, Kojima Co.,
Ltd.
Executive Officer; General Manager, Sales PlanningManagement Support Office, Sales Department, Sales
Division, Kojima Co., Ltd.
Executive Officer; General Manager, Sales Planningand Management Department, Sales Division, KojimaCo., Ltd.
Managing Executive; General Manager, Sales
Planning and Management Department, Sales
Division, Kojima Co., Ltd.
President and Executive Officer, Kojima Co., Ltd.
Representative Director and President; President
Executive Officer, Kojima Co., Ltd. (to present)
Director of the Company (to present)
Outside Director, Tochigi Television Corporation (topresent)

September 2018
Number of years in
office: 3 years(as of the conclusion
September 2020of this GeneralNovember 2020
Meeting of
Shareholders)November 2020
Attendance at Board June 2021
of Directors
meetings: 17/17[Reasons for nomination as a candidate for Director]
Mr. Nakazawa has long served the Group as a manager with responsibilities
in the merchandise and sales realms of a Group company, Kojima Co., Ltd.
and was appointed as the company’s Representative Director and President
in November 2020. Accordingly, he has amassed abundant experience,achievements, and insight over the time. As such, we have nominated him
as a candidate for Director, with expectations that he will draw particularly
on such expertise in taking on the task of management.

- 12 -

1,800

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1972
January 2002
June 2003

Takeshi Uemura(January 19, 1947)
Reelection

September 2003
June 2008
June 2011
June 2014

OutsideIndependent
7

Number of years in
office: 3 years(as of the conclusionof this General
Meeting of
Shareholders)June 2017
June 2020
November 2020

Joined The Yomiuri Shimbun
General Manager, Politics Department, Tokyo Head
Office, The Yomiuri Shimbun
Deputy General Manager, Editorial Bureau, Tokyo
Head Office, The Yomiuri Shimbun
Deputy Chief, Editorial Board, The Yomiuri Shimbun
Chairman, Yomiuri Institute of Technology
Chairman, Bunka Gakuin
Representative Director and President, YOMIURILAND CO., LTD.
Director and Senior Advisor, YOMIURI LAND CO.,LTD.
Senior Advisor, YOMIURI LAND CO., LTD.
Outside Director of the Company (to present)

Number ofshares of theCompany held

2,700

[Reasons for nomination as a candidate for Outside Director and overview
of expected roles]
Mr. Uemura maintains a wealth of experience and extensive insight as abusiness manager. Drawing on that wealth of experience and extensive
insight, he furnishes sound advice to management of the Company. In
Attendance at Board
addition, he contributes to the maintenance and strengthening of theof Directors
Company’s governance, particularly through his role as member of themeetings: 17/17
Nominating Committee and the Compensation Committee, which areadvisory bodies to the Board of Directors. Going forward, we expect toreceive his advice and suggestions from an objective and neutral viewpoint,and have again nominated him as a candidate for Outside Director. He will
have served 3 years as Outside Director of the Company as of the conclusionof this Annual General Meeting of Shareholders.
April 1977
September 1994

Kiyoshi Tokuda

January 2005
March 2008

(June 7, 1954)
Reelection
OutsideIndependent
8

Number of years in
office: 3 years(as of the conclusionof this General
Meeting of
Shareholders)March 2013
July 2015
June 2016
July 2020
November 2020

Joined Nikkei Inc.
Seconded to Nikkei Business Publications, Inc.
Deputy Editor of Nikkei Business
Editor-in-Chief, The Nikkei MJ (Marketing Journal)
Secretary General, General Affairs of Editorial
Bureau; Electronic Newspaper Development Division,
Nikkei Inc.
Senior Managing Director, Nikkei Digital Media, Inc.
Senior Managing Executive Officer, Nikkei Inc.
Senior Executive Officer, TV TOKYO Corporation
Commissioned to TV TOKYO Holdings Corporation(to present)
Outside Director of the Company (to present)[Reasons for nomination as a candidate for Outside Director and overview
of expected roles]
Mr. Tokuda maintains a wealth of experience and extensive insight as abusiness manager. Drawing on that wealth of experience and extensive
insight, he furnishes sound advice to management of the Company. In
Attendance at Board addition, he contributes to the maintenance and strengthening of theCompany’s governance, particularly through his role as member of theof Directors
Nominating Committee and the Compensation Committee, which aremeetings: 17/17
advisory bodies to the Board of Directors. Going forward, we expect toreceive his advice and suggestions from an objective and neutral viewpoint,and have again nominated him as a candidate for Outside Director. He will
have served 3 years as Outside Director of the Company as of the conclusionof this Annual General Meeting of Shareholders.

- 13 -

800

No.

Name
(Date of birth)

Masaru Nakamura

April 1979
October 1996

(January 11, 1957)

June 1998

Reelection

October 1999

Outside9

Career summary, positions, responsibilities
and significant concurrent positions

April 2001

Number of years in April 2007
office: 1 year
(as of the conclusion July 2010of this General
Meeting of
Shareholders)November 2022

Joined The Mitsui Bank, Limited
Deputy General Manager, Osaka Sales Department II,
The Sakura Bank, Limited
Deputy General Manager, Toranomon Branch, The
Sakura Bank, Limited
Group Leader, Private Banking Department, The
Sakura Bank, Limited
Group Leader, Private Banking Sales Department,
Sumitomo Mitsui Banking Corporation
General Manager, Private Banking Sales Department,
Sumitomo Mitsui Banking Corporation
General Manager and Executive Private Banker,
Private Banking Sales Department, Sumitomo Mitsui
Banking Corporation (to present)
Outside Director of the Company (to present)

Number ofshares of theCompany held

600

Attendance at Board[Reasons for nomination as a candidate for Outside Director and overview
of Directorsof expected roles]
meetings: 14/14
Mr. Nakamura maintains a wealth of experience and extensive insight in
He has attended all financial institutions, which have been reflected in the Company’s
the Board ofmanagement. As an Outside Director, he furnishes sound advice toDirectors meetings management of the Company and contributes to the maintenance andsince his appointment strengthening of the Company’s governance. Going forward, we expect to
as Director on
receive his advice and suggestions from an objective and neutral viewpoint,
November 17, 2022. and have again nominated him as a candidate for Outside Director. He will
have served 1 year as Outside Director of the Company as of the conclusionof this Annual General Meeting of Shareholders.
(Notes)
1. Candidate for Director, Mr. Yuji Nakazawa, is the Representative Director of Kojima Co., Ltd. with which the Company
has transactions such as merchandise ordering and receiving outsource of payment operations. Furthermore, Kojima Co.,
Ltd. and the Company are competitors in the business regarding sales of home appliances.
2. There are no special interests between each candidate for Director and the Company other than the above.
3. Mr. Takeshi Uemura, Mr. Kiyoshi Tokuda and Mr. Masaru Nakamura are candidates for Outside Director.
4. Limitation of Liability Agreements with Directors (excluding executive Directors, etc.)
Based on Article 427, paragraph 1 of the Companies Act and Article 31 of the Company’s Articles of Incorporation, theCompany has entered into an agreement with Mr. Yuji Nakazawa, Mr. Takeshi Uemura, Mr. Kiyoshi Tokuda and Mr.
Masaru Nakamura to limit the liability for damages under Article 423, paragraph 1 of the Companies Act, to the minimum
liability amount provided by laws and regulations. If their reelection is approved, the Company plans to continue the above
Limitation of Liability Agreement with them.
5. Overview of details of Directors and Officers Liability Insurance Policy, etc.
The Company has entered into a Directors and Officers Liability Insurance Policy as provided for in Article 430-3,
paragraph 1 of the Companies Act with an insurance company. Under the policy, all Directors and Executive Officers of
the Company are included as insureds, and the insurance premiums will be fully borne by the Company. If each candidate
is elected and assumes the office as Director, each candidate will be included in the policy as an insured.
With regard to the overview of the contents of the policy, an insurance company covers the insureds under this insurance
policy for their liability borne from performance of their duties or for their liability arising from claims in pursuit of thatliability, and the policy will be renewed every year.
6. Independent Officers
The Company has designated Mr. Takeshi Uemura and Mr. Kiyoshi Tokuda as independent officers pursuant to theprovisions of the Tokyo Stock Exchange and has registered them to the Tokyo Stock Exchange. If they are reelected at themeeting and assume the office of Outside Directors, the Company will continue their registration as independent officers.

- 14 -

(Reference) Skills Matrix of Directors after the General Meeting of Shareholders(Note) If the elections of the candidates proposed in this notice are approved, the skills matrix of Directors will be as
follows:

Name

Corporate
ManageGender ment
Management
Strategy

Sustainability

Innovation

Product
Store
M&A
Develop- Marketing Develop- Business
ment
ment
Strategy

Toru Akiho

Male

Toru Abe

Male

Keiju Nakagawa

Male

●

●

Eiji Tamura

Male

●

●

●

●

●

●

●

●

●
●

Yuji Nakazawa

Male

●

●

Takeshi Uemura

Male

●

●

Kiyoshi Tokuda

Male

●

●

●

MasaruNakamura

Male

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Noriko Otsuka

Female●YukikoKishimoto

Female●Koichi Sunayama Male

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Male

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Global Finance
Strategic AccountInsight
ing

Legal
Risk

IR
Diversity
ShareHR
holder
WellEngagebeing
ment

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Nachika Nemoto Female

TakeshiToshimitsu●

IT
Digital

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