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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 3088)
June 3, 2016
To Shareholders with Voting Rights:
Kiyoo Matsumoto
President
Matsumotokiyoshi Holdings Co., Ltd.
9-1 Shinmatsudo-Higashi, Matsudo-shi,
Chiba, JapanNOTICE OF
THE 9TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 9th Annual General Meeting of Shareholders of Matsumotokiyoshi
Holdings Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting
the Voting Rights Exercise Form, or via the Internet. If exercising your voting rights in writing, please
review the attached Reference Documents for the General Meeting of Shareholders, indicate your votefor or against the proposal on the enclosed Voting Rights Exercise Form and return it so that it isreceived by 6:00 p.m. on Tuesday, June 28, 2016, Japan time.
1. Date and Time:

Wednesday, June 29, 2016 at 10:00 a.m. Japan time (Open for reception: 8:00
a.m.)

2. Place:

Conference room at the Corporate Headquarters located at
9-1 Shinmatsudo-Higashi, Matsudo-shi, Chiba

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
9th Fiscal Year (April 1, 2015 - March 31, 2016) and results of audits by the
Accounting Auditors and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 9th Fiscal Year
(April 1, 2015 - March 31, 2016)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 8 Directors
Proposal 3:
Election of 2 Corporate Auditors
Proposal 4:
Election of 1 Substitute Corporate Auditor
Proposal 5:
Decision of Amount and Contents of Stock Compensation, etc. for Directors-1-〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

◎When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
◎Notes on the Consolidated Financial Statements and Notes on the Non-consolidated Financial Statements,
as part of documents that shall be provided with this Notice, have been posted on the Company’s website(URL:http://www.matsumotokiyoshi-hd.co.jp/index.html), based on laws and regulations and theCompany’s Articles of Incorporation. Accordingly, the documents attached to the Notice of the 9th Annual
General Meeting of Shareholders constitute a part of Consolidated Financial Statements andNon-Consolidated Financial Statements audited by Accounting Auditor and Corporate Auditor in
preparation for Accounting Audit Report and Audit Report.
◎If Reference Documents for the General Meeting of Shareholders, Business Report, Non-Consolidated
Financial Statements, and Consolidated Financial Statements are amended, the Company will post the
updated documents on the Company's website (URL:http://www.matsumotokiyoshi-hd.co.jp/index.html).

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
Appropriation of surplus shall be as follows:
Matters concerning the year-end dividend
The Company regards the distribution of profit to the shareholders to be one of the most important issues
for management. The Company's basic policy is to make continuous and stable payment of dividends bystrengthening management bases and improving profitability.
The Company will utilize its internal reserves for investments that will lead to the Company's growth,such as expansion of existing businesses and development of new businesses including infrastructuredevelopment and expansion of services as well as M&A, in order to cope with the expected changes inbusiness environment.
It is proposed to pay a year-end dividend of ¥45 per share, based on the policy above.
(1) Type of dividend assets
Cash(2) Appropriation of dividend assets and amount of appropriation¥45 per share of common stock of the Company(3) Surplus dividend effective dateJune 30, 2016-3-

total amount ¥2,413,509,030

Proposal 2:

Election of 8 Directors

The terms of office of all 8 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders.
Accordingly, the election of 8 Directors is proposed.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions,
responsibilities and significant concurrent positions

Number ofshares of theCompany held

Namio Matsumoto(March 4, 1943)[Reelection]

Joined Drugstore Matsumotokiyoshi, Ltd. (now Matsumoto
Kiyoshi Co., Ltd.)
Senior Managing Director, Drugstore Matsumotokiyoshi, Ltd.
April 1975
Representative Director, Your Sports Club Co., Ltd. (current
January 1985
position)
Representative Director, Nankai Kousan, Ltd. (now Nankai
August 1988
Kousan Co., Ltd.) (current position)
Director and Vice President, Matsumoto Kiyoshi Co., Ltd.
July 1997
Representative Director and Vice President, Matsumoto
June 1998
Kiyoshi Co., Ltd.
Chairman, Japan Association of Chain Drug Stores
June 1999
President, Matsumoto Kiyoshi Co., Ltd.
February 2001
Vice Chairman, Self-Medication Advocacy Council
May 2002
President of the Company
October 2007
Chairman and CEO of the Company
April 2009
Chairman, President and CEO of the Company
April 2011
Chairman and President of the Company
June 2011
Chairman of the Company (current position)
April 2014
[Reasons for nomination as a candidate for Director]
Since Mr. Namio Matsumoto's assumption of the position of Representative
Director of the Company, he has led the Group with his powerful vision andstrong leadership, and through his efforts to increase corporate value he has
established the Group's firm position in the drug store industry. He also madeefforts to establish the Japan Association of Chain Drug Stores, and through those
activities, he has established the overall position of the drug store industry,
contributing to the industry's development as a result.
In order for him to use this abundant experience, deep insight, etc., in order tofurther create corporate value for the Group, the Company would like to nominate
him for candidate for Director.
[Special interest between the candidate and the Company]
Mr. Namio Matsumoto is concurrently serving as Representative Director of
Nankai Kousan Co., Ltd., with which the Company has business relationship forreal estate leasing.
[Attendance at meetings of the Board of Directors (9th Fiscal Year)]
15/15 (attendance rate: 100%)

1,428,940

April 1965

1

-4-

No.

Past experience, positions,
responsibilities and significant concurrent positions

Number ofshares of theCompany held

Joined Matsumoto Kiyoshi Co., Ltd.
General Manager of Merchandise Department, Matsumoto
Kiyoshi Co., Ltd.
Director and General Manager of Merchandise Department,
June 2005
Matsumoto Kiyoshi Co., Ltd.
Director and Merchandise Manager of Sales Division,
July 2007
Matsumoto Kiyoshi Co., Ltd.
Director of the Company
October 2007
Managing Director of the Company
April 2008
Managing Director in charge of Sales Planning andJuly 2008
Merchandise Control of the Company
Senior Managing Director in charge of Sales Planning andApril 2009
Merchandise Control of the Company
Representative Director, Nankai Kousan Co., Ltd. (current
July 2009
position)
Senior Managing Director supervising Corporate Planning,
April 2010
Sales Planning and Merchandise Control of the Company
President, Matsumoto Kiyoshi Co., Ltd.
April 2011
Representative Director and Vice President supervising
April 2013
Corporate Planning, Sales Planning and Merchandise Controlof the Company
President of the Company (current position)
April 2014
Chairman, Matsumoto Kiyoshi Co., Ltd. (current position)[Reasons for nomination as a candidate for Director]
Since Mr. Kiyoo Matsumoto's assumption of the position of Representative
Director of the Company, he has carried on the "feelings" of past company heads
within a difficult business environment, and by further strengthening the unity of
the Group as a whole, he contributed to the business recovery from the fiscal year
ended March 31, 2015 to the fiscal year ended March 31, 2016 as well as theincrease of the Group's corporate value.
In order for him to use this abundant experience, deep insight, etc., in order tofurther create corporate value for the Group, the Company would like to nominate
him for candidate for Director.
[Special interest between the candidate and the Company]
Mr. Kiyoo Matsumoto is concurrently serving as Representative Director of
Nankai Kousan Co., Ltd., with which the Company has business relationship forreal estate leasing.
[Attendance at meetings of the Board of Directors (9th Fiscal Year)]
15/15 (attendance rate: 100%)

1,230,600

Name(Date of birth)
June 1995
April 2005

2

Kiyoo Matsumoto(January 20, 1973)[Reelection]

-5-

No.

Name
(Date of birth)

Past experience, positions
responsibilities and significant concurrent positions
Joined Japan Recruit Center Co., Ltd. (now Recruit Holdings
Co., Ltd.)
Representative Director and CEO, Onezone Corporation
May 2002(formerly Marutomi Group Co., Ltd)
Joined Matsumoto Kiyoshi Co., Ltd.
August 2004
General Manager of Business Partnership Management
April 2006
Division and General Manager of Corporate Planning Office,Matsumoto Kiyoshi Co., Ltd.
Director of the Company
October 2007
Senior Managing Director in charge of Management andApril 2008
General Manager of Corporate Planning Department of theCompany
Senior Managing Director and CFO in charge of Management
April 2009
and Control of the Company
Senior Managing Director and CFO supervising Management
April 2010
and Control (concurrently serving FC General Manager ofPlanning Department) of the Company
Senior Managing Director supervising Management andJune 2011
Control (concurrently serving FC General Manager of Planning
Department) of the Company
Senior Managing Director supervising Management andApril 2012
Control of the Company (current position)
Director and Vice President (concurrently in charge ofManagement and Control), Matsumoto Kiyoshi Co., Ltd.
December, 2013 Representative Director, Simeno Drug Co., Ltd.
President, Matsumoto Kiyoshi Co., Ltd. (current position)
April 2014
[Reasons for nomination as a candidate for Director]
Mr. Kazuo Narita has been appointed Representative Director at other companies
and possesses abundant experience and deep insight regarding all facets ofmanagement. Additionally, both as the unifying force of the Company's control
department as Senior Managing Director of the Company and as President of
Matsumoto Kiyoshi Co., Ltd., he has broadly contributed to the increase of theGroup's corporate value.
In order for him to use this abundant experience, deep insight, etc., in order tofurther create corporate value for the Group, the Company would like to nominate
him for candidate for Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Kazuo Narita and the Company.
[Attendance at meetings of the Board of Directors (9th Fiscal Year)]
15/15 (attendance rate: 100%)

Number ofshares of theCompany held

April 1974

3

Kazuo Narita(June 20, 1950)[Reelection]

-6-

8,900

No.

Past experience, positions
responsibilities and significant concurrent positions

Number ofshares of theCompany held

Joined Sato Pharmaceutical Co., Ltd.
Joined Matsumoto Kiyoshi Co., Ltd.
General Manager of Drugstore Business Division and General
Manager of Business Support Office, Matsumoto Kiyoshi Co.,
Ltd.
Executive Officer of the Company
April 2009
Director, Assistant General Manager of Drugstore Business
Division, General Manager of Business Support Office andGeneral Manager of PJ Promotion Planning Office, Matsumoto
Kiyoshi Co., Ltd.
Director, General Manager of Sales Promotion Division,
April 2010
General Manager of Sales Promotion Department and General
Manager of Mail-order Sales, Matsumoto Kiyoshi Co., Ltd.
Managing Director (in charge of Store Operations), General
April 2012Manager of Store Operations Division, Matsumoto KiyoshiCo., Ltd.
Director supervising Sales of the Company
June 2013
Director supervising Sales Planning and Merchandise Control
April 2014of the Company
Managing Director supervising Sales Planning andApril 2015
Merchandise Control of the Company (current position)
Senior Managing Director and General Manager of StoreOperations Division, Matsumoto Kiyoshi Co., Ltd. (current
position)[Reasons for nomination as a candidate for Director]
Mr. Takashi Matsumoto has held posts as the individual responsible for
Matsumoto Kiyoshi Co., Ltd.'s store operations, sales promotion, sales planning,and online business, and now as the Managing Director of the Company he works
to create a base for the Company through efforts with a focus on business strategy
such as "The collection and use of big data" and "The realization of enrichedmarketing techniques."
In order for him to use this experience, etc., especially in business strategy, inorder to further create corporate value for the Group, the Company would like tonominate him for candidate for Director.
[Special interest between the candidate and the Company]
Mr. Takashi Matsumoto is concurrently serving as Director of Nankai Kousan Co.,
Ltd., with which the Company has business relationship for real estate leasing.
[Attendance at meetings of the Board of Directors (9th Fiscal Year)]
15/15 (attendance rate: 100%)

1,233,000

Name(Date of birth)
April 1999
April 2002
April 2008

4

Takashi Matsumoto(May 8, 1975)[Reelection]

-7-

No.

Past experience, positions
responsibilities and significant concurrent positions

Number ofshares of theCompany held

Joined Drugstore Matsumotokiyoshi, Ltd. (now Matsumoto
Kiyoshi Co., Ltd.)Managing Director, Matsumoto Kiyoshi Co., Ltd.
April 1975
Director and Vice President, Matsumoto Kiyoshi Co., Ltd.
July 1997
Representative Director and Vice President, Matsumoto
June 1998
Kiyoshi Co., Ltd.
Director of the Company
October 2007
Director in charge of External Affairs of the Company
April 2008
Director and Advisor in charge of External Affairs of the
May 2008
Company (current position)[Reasons for nomination as a candidate for Director]
Mr. Tetsuo Matsumoto has held the posts as the individual responsible for
Matsumoto Kiyoshi Co., Ltd.'s store operations, and over the course of many
following years, he has held posts as Matsumoto Kiyoshi Co., Ltd.'s Director andVice President and possesses abundant experience in the drugstore industry anddeep insight regarding all facets of management. Additionally, as a major
shareholder of the Company he also provides opinions and advice from theperspective of a third-party shareholder.
In order for him to use this abundant experience, deep insight, etc., in order tofurther create corporate value for the Group, the Company would like to nominate
him for candidate for Director.
[Special interest between the candidate and the Company]
The Company has business relationship with Mr. Tetsuo Matsumoto for real estateleasing.
[Attendance at meetings of the Board of Directors (9th Fiscal Year)]
15/15 (attendance rate: 100%)

5,567,400

Name(Date of birth)
April 1967

5

Tetsuo Matsumoto(January 2, 1945)[Reelection]

-8-

No.

Name
(Date of birth)

Past experience, positions
responsibilities and significant concurrent positions

Masahiro Ooya
(May 5, 1948)[Outside Director][Reelection][Independent]

Joined Mitsui Mutual Life Insurance Company (now MitsuiLife Insurance Company Limited)
Executive Officer and General Manager of Sales Division,
April 2002
Mitsui Mutual Life Insurance Company
Managing Executive Officer and General Manager of Tokyo
April 2005
Sales Division, Mitsui Mutual Life Insurance Company
President, Sansei Financial Service Co., Ltd.
April 2006
President, Business Agency, Co., Ltd.
Outside Director, Cross Plus Inc. (current position)
Outside Director, Matsumoto Kiyoshi Co., Ltd.
June 2007
Outside Director of the Company (current position)
October 2007
[Reasons for nomination as a candidate for Outside Director]
Mr. Masahiro Ooya has experience as Representative Director and Outside
Director of other companies, and as the Company expects him to continue to use
his high discernment regarding management and auditing abilities in the
Company's business strategy, we would like to nominate him as Outside Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Masahiro Ooya and the Company.
[Attendance at meetings of the Board of Directors (9th Fiscal Year)]
15/15 (attendance rate: 100%)

Number ofshares of theCompany held

April 1973

6—(Notes)
1. Term of office of Mr. Masahiro Ooya
His term of office will have reached 8 years and 9 months at the conclusion of this General Meeting of Shareholders.
2. Mr. Masahiro Ooya is now serving as Outside Director of the Company, and the Company has entered into anagreement with him to limit his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as
per Article 427, Paragraph 1 of the Companies Act and the Company's Articles of Incorporation. The limit of liability
for damages under the agreement shall be the higher of ¥10 million or the minimum liability amount provided by laws
and regulations. If Mr. Ooya is elected, the Company intends to enter into the same agreement to limit his liability fordamages.
3. Mr. Masahiro Ooya is now serving as Outside Director of the Company, and the Company has designated him as
Independent Officer as stipulated by regulations of the Tokyo Stock Exchange and has reported it thereat.

-9-

No.

Name
(Date of birth)

Past experience, positions
responsibilities and significant concurrent positions
Joined Nomura Computing Center Co., Ltd. (now Nomura
Research Institute, Ltd.)
October 1986
President, Nomura Computer Systems America, Inc.
June 1994
Director, Nomura Research Institute, Ltd.
July 1996
Managing Director, NRI Data Services, Ltd.
June 1999
Senior Managing Director, NRI Data Services, Ltd.
June 2002
Standing Corporate Auditor, Nomura Research Institute, Ltd.
Outside Corporate Auditor, Argo 21 Corp.
June 2007
Corporate Auditor, Square Enix Co., Ltd. (current position)
June 2008
Outside Director of the Company (current position)
Standing Outside Corporate Auditor, Square Enix Holdings
October 2008
Co., Ltd. (current position)[Reasons for nomination as a candidate for Outside Director]
Mr. Ryoichi Kobayashi has experience as an officer and Outside Corporate Auditorof other companies, and as the Company expects him to continue to use his broad
discernment and specialized knowledge regarding management in the Company's
business strategy, we would like to nominate him as Outside Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Ryoichi Kobayashi and the Company.
[Attendance at meetings of the Board of Directors (9th Fiscal Year)]
15/15 (attendance rate: 100%)

Number ofshares of theCompany held

April 1971

7

Ryoichi Kobayashi(October 25, 1946)[Outside Director][Reelection][Independent]—(Notes)
1. Term of office of Mr. Ryoichi Kobayashi
His term of office will have reached 8 years at the conclusion of this General Meeting of Shareholders.
2. Mr. Ryoichi Kobayashi is now serving as Outside Director of the Company, and the Company has entered into anagreement with him to limit his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as
per Article 427, Paragraph 1 of the Companies Act and the Company's Articles of Incorporation. The limit of liability
for damages under the agreement shall be the higher of ¥10 million or the minimum liability amount provided by laws
and regulations. If Mr. Kobayashi is elected, the Company intends to enter into the same agreement to limit his
liability for damages.
3. Mr. Ryoichi Kobayashi is now serving as Outside Director of the Company, and the Company has designated him as
Independent Officer as stipulated by regulations of the Tokyo Stock Exchange and has reported it thereat.

- 10 -

No.

Name(Date of birth)

Past experience, positions
responsibilities and significant concurrent positions
Joined Nippon Mining Co.
Executive Officer, Assistant to General Manager of Corporate
Planning Department and Chief of Corporate Planning
Department (in charge of Finance), Japan Energy Corporation
September 2002 Director and in charge of Finance at Finance Group, Nippon
Mining Holdings, Inc.
Managing Director, Nippon Mining Holdings, Inc.
June 2003
Managing Executive Officer, Japan Energy Corporation
April 2004
June 2004
Director and Managing Executive Officer, Japan Energy
Corporation
April 2005
Director and Senior Executive Officer, Japan Energy
Corporation
June 2006
Representative Director and President, Japan Energy
Corporation
July 2010
Representative Director, Vice President, Executive Officer andAssistant to President, JX Nippon Oil & Energy Corporation
Representative Director and President, JX Holdings, Inc.
June 2012
Advisor, JX Holdings, Inc. (current position)
June 2015[Reasons for nomination as a candidate for Outside Director]
Mr. Isao Matsushita has been involved in corporate management in JX Group's
companies for many years, and possesses abundant experience and discernment
regarding management, and so that he may use this high level of discernment,
experience, and auditing ability in corporate management in the Company's future
management, the Company has made him candidate for Outside Director.
Additionally, no special interests exist between Mr. Matsushita and the Company,
and as his high level of independence has been ensured, we would like to nominate
him as Outside Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Isao Matsushita and the Company.

Number ofshares of theCompany held

April 1970
April 20018

Isao Matsushita(April 3, 1947)[Outside Director][New][Independent]—(Notes)1. If Mr. Isao Matsushita is appointed as Outside Director, the Company will enter into an agreement with him to limit
his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as per Article 427, Paragraph 1of the Companies Act and the Company's Articles of Incorporation. The limit of liability for damages under theagreement shall be the higher of ¥10 million or the minimum liability amount provided by laws and regulations.
2. If Mr. Isao Matsushita is appointed as Outside Director, the Company will designate him as Independent Officer as
stipulated by regulations of the Tokyo Stock Exchange and report it thereat.

- 11 -

Proposal 3:

Election of 2 Corporate Auditors

The terms of office of Corporate Auditors Mr. Satoru Suzuki and Mr. Minoru Hino will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 2 Corporate
Auditors is proposed.
The Board of Corporate Auditors has previously given its approval to this Proposal.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
Joined The Yasuda Fire and Marine Insurance Co., Ltd. (nowSompo Japan Nipponkoa Insurance Inc.)
General Manger of Saga Branch, The Yasuda Fire and Marine
April 1992
Insurance Co., Ltd.
General Manager of Planning and Development Department,
April 1995
The Yasuda Fire and Marine Insurance Co., Ltd.
Director, JQAI Japan Quality Assurance Institute Inc.
June 1997
Corporate Auditor, Investments in New Business Co., Ltd.
June 1998(now DBJ Capital Co., Ltd.)
Corporate Fellow and General Manager of Chiba Branch, The
April 2000
Yasuda Fire and Marine Insurance Co., Ltd. (now Sompo Japan
Nipponkoa Insurance Inc.)
Corporate Fellow and General Manager of Government
April 2003
Housing Loan Corporation Department, The Yasuda Fire andMarine Insurance Co., Ltd. (now Sompo Japan Nipponkoa
Insurance Inc.)
Standing Corporate Auditor, Denki Kogyo Company, Limited
June 2005
Outside Corporate Auditor, Matsumoto Kiyoshi Co., Ltd.
June 2008(current position)
Outside Corporate Auditor, Ginza Parking Center Co., Ltd.
Outside Corporate Auditor of the Company (current position)[Reasons for nomination as a candidate for Outside Corporate Auditor]
Mr. Satoru Suzuki has been involved in the execution of business of insurancecompanies for many years, has also been appointed Corporate Auditor at othercompanies, and is currently an Outside Corporate Auditor for the Company. In
particular, he has abundant knowledge and discernment regarding internal control
and risk management, and as the Company expects him to continue to use these in
the Company's auditing structure to further improve auditing functions, we would
like to nominate him as Outside Corporate Auditor.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Satoru Suzuki and the Company.
[Attendance at meetings of the Board of Directors (9th Fiscal Year)]
15/15 (attendance rate: 100%)[Attendance at meetings of Board of Corporate Auditors (9th Fiscal Year)]
14/14 (attendance rate: 100%)

Number ofshares of theCompany held

May 1970

1

Satoru Suzuki(June 12, 1946)[Outside Director][Reelection][Independent]—(Notes)
1. Term of office of Mr. Satoru Suzuki
His term of office will have reached 8 years at the conclusion of this General Meeting of Shareholders.
2. Mr. Satoru Suzuki is currently serving as Outside Corporate Auditor of the Company, the Company has entered into anagreement with him to limit his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as
per Article 427, Paragraph 1 of the Companies Act and the Company's Articles of Incorporation. The limit of liability
for damages under the agreement shall be the higher of ¥5 million or the minimum liability amount provided by laws
and regulations. If Mr. Suzuki is elected, the Company intends to enter into the same agreement to limit his liability fordamages.
3. Mr. Satoru Suzuki is now serving as Outside Corporate Auditor of the Company, and the Company has designated him
as Independent Officer as stipulated by regulations of the Tokyo Stock Exchange and has reported it thereat.
4. Mr. Satoru Suzuki is concurrently serving as Outside Corporate Auditor of Matsumoto Kiyoshi Co., Ltd. His term ofoffice will expire and he will resign at the conclusion of the General Meeting of Shareholders of the company
scheduled on June 21, 2016.

- 12 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
Joined Auditing Department of Aoyama Audit Corporation(now PricewaterhouseCoopers Aarata)
Joined Auditing Department of Chuo Audit Corporation
February 1991
Registered as Japanese CPA
August 1993
Registered as Japanese CPTA
October 1994
November 1994 Founded Sunaga CPA Firm as Representative (current position)
November 1996 Founded Marunouchi Business Consulting Corp.
Representative Director (current position)
Founded Marunouchi Business Consulting Tax Office
January 2012
Representative Employee (current position)[Reasons for nomination as a candidate for Outside Corporate Auditor]
After working at a major audit firm, Ms. Akemi Sunaga established her own CPA
firm in 1994 as a Certified Public Accountant, and in 2012 as a Certified Public
Tax Accountant she founded a consulting company for tax accounting
corporations, and she possesses abundant work experience as well as specialized
knowledge regarding financial affairs, accounting, and tax as both a CPA and
CPTA.
Additionally, no special interests exist between Ms. Sunaga and the Company, andas her high level of independence has been ensured, we would like to nominate her
as Outside Corporate Auditor.
[Special interest between the candidate and the Company]
There are no special interests between Ms. Akemi Sunaga and the Company.

Number ofshares of theCompany held

October 1989

2

Akemi Sunaga(August 14, 1961)[Outside Corporate
Auditor][New][Independent]—(Notes)1. If Ms. Akemi Sunaga is appointed as Outside Corporate Auditor, the Company will enter into an agreement with her tolimit her liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as per Article 427,
Paragraph 1 of the Companies Act and the Company's Articles of Incorporation. The limit of liability for damages
under the agreement shall be the higher of ¥5 million or the minimum liability amount provided by laws andregulations.
2. If Ms. Akemi Sunaga is appointed as Outside Corporate Auditor, the Company will designate her as Independent
Officer as stipulated by regulations of the Tokyo Stock Exchange and report it thereat.

- 13 -

Proposal 4:

Election of 1 Substitute Corporate Auditor

In case the number of Corporate Auditors falls short of the legally stipulated number, the Company
proposes the election of 1 Substitute Corporate Auditor. Accordingly, the election of 1 Substitute Corporate
Auditor is proposed.
The Board of Corporate Auditors has previously given its approval to this Proposal.
The candidate is as follows:
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
Entered the Legal Training and Research Institute of Japan (the28th graduating class)
Registered as a lawyer (Daini Tokyo Bar Association)
April 1976
Joined Seiichi Ishii Law Office
Founded Yoshiaki Senoo Law Office (current position)
April 1979
Founded MOS (MATSUZAKI OKU SANO & SENOO) Joint
October 2004
Law Office (current position)[Reasons for nomination as a candidate for Substitute Outside Corporate Auditor]
Mr. Yoshiaki Senoo possesses abundant business experience and specialized
knowledge as a lawyer, and as there are no special interests between Mr. Senoo
and the Company, his independence has been ensured, and we would like tonominate him as candidate for Substitute Corporate Auditor as Outside Corporate
Auditor.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Yoshiaki Senoo and the Company.

Number ofshares of theCompany held

April 1974

1

Yoshiaki Senoo(May 15, 1949)[Reelection]—(Notes)
1. Mr. Yoshiaki Senoo is a member of the Independent Committee for the Defensive Measures, approved at the 8thGeneral Meeting of Shareholders held on June 26, 2015.
2. If Mr. Yoshiaki Senoo is appointed as Corporate Auditor, the Company will enter into an agreement with him to limit
his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as per Article 427, Paragraph 1of the Companies Act and the Company's Articles of Incorporation. The limit of liability for damages under theagreement shall be the higher of ¥5 million or the minimum liability amount provided by laws and regulations.
3. If Mr. Yoshiaki Senoo is appointed as Corporate Auditor, the Company will designate him as Independent Officer as
stipulated by regulations of the Tokyo Stock Exchange and report it thereat.

- 14 -

Proposal 5:

Decision of Amount and Contents of Stock Compensation, etc. for Directors

The Compensation of Directors of the Company (excluding Outside Directors; hereinafter the same in this
Proposal) is comprised of "the fixed amount compensation", "performance compensation" and "stock options
as compensation". This proposal proposes the introduction of new share compensation plan (hereinafter the"Plan") for the Directors, in place of stock options as compensation, within the aforementioned compensation
structure.
Implementation of the Plan intends to further define the connection between the compensation to Directors
and share value of the Company, and thereby increase the Director's motivation to make contributions for
improved business performance and increased enterprise value in the mid- and long term. The Company
deems that the introduction of the Plan is appropriate.
This Proposal proposes granting stock compensation to Directors, apart from the maximum compensation
for Directors (no more than ¥416 million per year, not including salaries paid as the employee portion for
Directors who also work as employees) approved at the 1st the General Meeting of Shareholders held on June27, 2008.
The number of Directors subject to the Plan shall be 5 Directors if Proposal 2 “Election of 8 Directors” isapproved as originally proposed.
Furthermore, subject to approval of this Proposal, stock options as compensation approved at the 3rd theGeneral Meeting of Shareholders held on June 29, 2010 will be abolished, and Directors of the Company will
no longer be issued new stock acquisition rights as said stock options as compensation
Amount and details of compensation, etc. under the Plan
(1) Outline of the Plan
The Plan is a share compensation plan under which the Company’s shares will be acquired through a trust
using money contributed by the Company as the source of Directors’ compensation, and the Company’s
shares and the money equivalent to the market value of the Company’s shares (hereinafter the "Company's
Shares, etc.") will be delivered or paid, (hereinafter the "Delivery etc.") to Directors through the trust
according to the degree of business results of the Company and positions, etc. (See (2) and further for
details.)1) Persons to which the Delivery, etc. of・Directors of the Company (excluding Outside Directors)

the Company's shares, etc., in this Proposal
will be applicable
2) Effect of shares in the Company to which this Proposal will be applicable will have on the total
number of issued shares
Maximum amount of cash contributed by・Applicable to 3 business years; total of ¥150 million

the Company
Maximum number of shares of theCompanyacquiredbyDirectors

andmethod of acquisition of shares of theCompany・The total number of points awarded to Directors in each fiscal
year is up to 9,000 points (1 point being equivalent to 1 share)
・This trust covers 3 fiscal years, for a total number of up to 27,000
shares expected to be acquired from the Company (disposal oftreasury stock) or from securities markets (this maximum isequivalent to a proportion of approximately 0.05% of total
issued shares as of March 31, 2016).

3) Timing of the Delivery, etc., of the・In principle, upon retirement of the Director

Company’s Shares, etc., to Directors- 15 -

(2) Maximum amount of cash contributed by the Company
The Plan will be applicable to the 3 consecutive business years (the first instance will be applicable to the
3 business years from the business year ending on March 31, 2017 to the business year ending on March
31, 2019. If an extension of the trust period is made, it shall be applicable to each 3 consecutive businessyears; thereafter; hereinafter the “Applicable Period”).
For each Applicable Period, the Company will contribute cash in the maximum amount of a total of ¥150
million as compensation for Directors, and set a trust (hereinafter the “Trust”) with a trust period of 3
years with beneficiaries as Directors who satisfy beneficiary conditions (includes extensions of the trust
period as stated below). The Trust, under direction of a trust administrator, will acquire shares of theCompany from the Company (disposal of treasury shares) or the stock market, using entrusted cash in the
maximum amount of the said contribution and 27,000 shares for each Applicable Period (adjusted
accordingly by the relevant proportion in the case of stock splits, reverse stock splits, etc.). During thetrust period, points will be given and shares, etc., of the Company will be delivered to the Directors.
Additionally, at the expiration of the trust period of the Trust, by modification of the trust period andmaking an additional trust, the Trust may be continued as a new share compensation plan. In this case, thetrust period of the Trust will be extended only by a length equivalent to the initial trust period, and theCompany will, for each extended trust period, make additional contributions, and during the extended
trust period, continue to give points and deliver Company’s Shares, etc. to the Directors. In the case that
this additional contribution is made, and there remain shares of the Company (excluding shares of theCompany corresponding to the number points given to Directors and which have yet to be delivered tothem) and cash (hereinafter the “Remaining Shares, etc.,”) within the trust assets as of the final day of thetrust period prior to extension, the amount of the Remaining Shares, etc., and the additionally contributed
trust funds will be within the limit of a total of ¥150 million.

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(3) Calculation method and limit of the Company’s Shares, etc., to be acquired by Directors
On May 31 of every year during the trust period (October 1 for the year of 2016), Directors will be given
points according to business results of the Company for the previous year and position, etc. While 1 point
will be converted to 1 of the Company's shares, in the event that a stock split, reverse stock split, or otherevent occurs where it is judged to be fair to adjust the number of points during the trust period, thenumber of shares of the Company for 1 point will be adjusted according to the split ratio or reverse split
ratio, etc., of shares of the Company. Additionally, in principle, Directors will be issued a number ofshares equivalent to their number of accumulated points upon retirement.
The annual ceiling on the total points to be received by a Director will be 9,000 points. Accordingly, thenumber of Company shares to be acquired by the Trust will be the upper limit on the number of sharescorresponding to the annual number of points times three to be awarded over the Applicable Period(27,000 shares)(4) Time of delivery of shares to Directors
The issuance of the Company’s Shares, etc. to a Director will, in principle, be received from the Trust
after his/her retirement by taking the prescribed procedures to determine the beneficiary, and a number ofshares equivalent to 70% of said Director's accumulated points (fractional shares shall be rounded down)
will be issued to him/her by the trust, and concerning the remainder, upon conversion within the Trust, theDirectors will receive money equivalent to the amount for conversion to cash. Additionally, if a Director
dies during the trust period, concerning shares of the Company corresponding to the number ofcumulative points held by the Director at that time, upon conversion within the Trust, the heir to the
Director will receive money equivalent to the amount for conversion to cash. Furthermore, if the Director
becomes a nonresident of Japan, concerning shares of the Company corresponding to the number ofcumulative points held by the Director at that time, upon conversion within the Trust, the Directors will
receive money equivalent to the amount for conversion to cash.
(5) Exercise of voting rights of the Company’s shares within the Trust
In order to maintain a neutral position vis-à-vis management, no voting rights shall be exercised on the
Company’s shares during the trust period.
(6) Handling of dividends on the Company’s shares within the Trust
Dividends on the Company’s shares within the Trust shall be received by the Trust and applied to Trust
fees and Trust expenses for the Trust. In the event that residual assets remain at the conclusion of the Trust,after being applied towards Trust fees and Trust expenses, the Directors will receive the transfer of theassets.
(7) Other contents of the Plan
Concerning other contents regarding the Plan, setting of the Trust, modification of the trust agreement,
and every additional contribution to the Trust, determination will be made by the Board of Directors.

- 17 -

(For reference)
Additionally, concerning details of the Plan, please refer to the description below.
Notice of Introduction of the Stock Compensation Plan for Directors
1．Introduction of the Plan
(1) The Company will introduce the Plan for the Directors in order to further increase the Director's
motivation to make contributions for improved business performance and increased enterprise value
in the mid- and long term (*).
(2) Introduction of the Plan for the Directors will be subject to the approval at this General Meeting of
Shareholders.
(3) As a Performance-Linked Stock Compensation Plan, the Plan will employ a framework referred to as
the executive compensation BIP (Board Incentive Plan) Trust (“BIP Trust”). The BIP Trust is an
executive incentive plan modeled on Performance Share and Restricted Stock systems in the UnitedStates. Under this executive compensation plan, Company shares and money equivalent to the market
value of the Company’s shares (hereinafter the “Company’s Shares, etc.”) acquired by the BIP Trust
will be delivered and paid (hereinafter the "Delivery, etc.") to the Directors, upon retirement of the
Directors in principle, based on the business results of the Company and their position, when, in
principle,(4) Upon the completion of the BIP Trust's trust period, the Company plans to continue implanting thissystem by extending the trust period of the existing BIP Trust whose initial trust period has expired orby making additional trusts as necessary.
(*) With the introduction of this plan, the stock options as compensation system will be abolished andnew stock acquisition rights will not be issued. As a result, Director compensation will consist of"the fixed amount compensation," "performance compensation," and "stock compensation."
Compensation for Outside Directors and Auditors who are independent from the execution ofbusiness duties will consist only of "the fixed amount compensation."
2．The Structure of the BIP Trust- 18 -

1)
2)
3)

4)
5)
6)
7)

8)

9)

The Company will receive approval for the introduction of the Plan for Directors at this General
Meeting of Shareholders.
The Company will formulate a share delivery policy for the contents of the Plan.
The Company will contribute money for beneficiaries under the trust agreement and establish atrust (hereinafter the “Trust”) with the Company’s Directors who have satisfied the conditions
for being beneficiaries. The money entrusted in the Trust will be within the scope of approval of
the General Meeting of Shareholders mentioned in 1) above.
The Trust, in accordance with the instructions of the Trust administrator, will use the money
entrusted in 3) above to acquire the Company’s shares from the stock market.
Dividends for the Company’s shares in the Trust will be paid in the same way as with othershares of the Company.
Voting rights are not to be exercised on the Company’s shares within the Trust throughout thetrust period.
During the trust period, each fiscal year, Directors will be given a certain number of points basedon the business results of the Company and their positions. If they meet prescribed beneficiary
conditions, upon retirement of the Directors in principle, the Company will deliver to themshares equivalent to a fixed proportion of points accumulated, and shares of the Company
equivalent to the number of remaining points, in accordance with the trust agreement, will be
paid in cash in an amount based on a conversion of Company shares converted within the trust.
In the event that residual shares remain at the expiration of the trust period, the trust can continue
to be used through extension of the trust or by making additional trusts, or a transfer of theseresidual shares will be made from the Trust to the Company, and upon acquiring these shares,
the Company plans to implement the cancellation of these shares by resolution of the Board of
Directors.
Upon conclusion of the Trust, the residual assets in monetary form remaining after allocation to
the beneficiaries are to belong to the Company within the scope of the reserve fund for Trust
expenses after deductions for stock purchases from Trust money.
*In the case that Company shares within the Trust are depleted as a result of issuing, etc.
Company shares, etc. to beneficiaries, the Trust will end prior to the completion of the trust
period. Additionally, the Company may, within the limit approved in this General Meeting of
Shareholders, make an additional contribution for the acquisition of Company shares, andacquire additional Company shares through this trust.

(1) Overview of the Plan
Under this incentive plan, the delivery of the Company’s shares will be conducted as executive
compensation applicable to the three-year period from the fiscal year ending March 31, 2017 to the fiscal
year ending March 31, 2019 (hereinafter the “Applicable Period”), according to the level of attainment of
medium-term management plan targets and other criteria throughout the Applicable Period.
(*) In the case that the trust period is extended as specified in the below (4), paragraph 2, each of thefollowing three fiscal years shall be part of the Applicable Period.
(2) Procedures under the Plan
The upper limits on the amount of funds that may be placed in the Trust, the maximum number of points
that can be received by Directors each year, and other necessary matters will be decided by the General
Meeting of Shareholders. Furthermore, in the case that the trust period is extended as specified in the
below (4), paragraph 2, this will be determined by resolution of the Board of Directors within the limit
approved in this General Meeting of Shareholders.
(3) Individuals eligible under the Plan (the beneficiary conditions)
Directors, after their resignations, who meet the beneficiary conditions shall receive delivery of theCompany’s shares after the completion of stipulated beneficiary confirmation procedures and based on- 19 -

accumulated points at the time of their resignations.
The beneficiary conditions are as follows:
1) Must have held the office of Director during the Applicable Period (including persons newly
elected during the period)2) Must have resigned from the office of Director (*)3) Must reside within Japan4) Must not be a person who has resigned after being dismissed, etc., or a person who has committed
an illegal act during his/her term of office5) Must be a Director for whom the point calculation has been made6) Must meet other conditions deemed necessary to attain the objectives of the Plan(*) However, in the case that an overseas assignment is decided on, or if the trust period is extended
as specified in the below (4), paragraph 1 and an individual is still appointed as a Director under
this system even at the completion of this extension period, said recipient shall be issued
Company shares, etc. while appointed as Director.
(4) Trust period
The trust period shall be for approximately 3 years from August 22, 2016 (planned) to August 31, 2019(planned). However, when the period expires and Directors for whom there is a possibility that they may
meet the necessary conditions are still in office, from that time onward, points will no longer accumulate.
However, from the time when said Directors retire until the time when the Company provides delivery of
the shares, the trust period may be extended for a maximum of 10 years
Additionally, at the expiration of the trust period of the Trust, by modification of the trust agreement andmaking an additional trust, the Trust may be continued. In this case, the trust period of the Trust will be
extended only by a length equivalent to the initial trust period. The Company will, for each extended trust
period, within the limit of the trust amount approved of in this General Meeting of Shareholders, makeadditional contributions, and during the extended trust period, continue to give share delivery points to
Directors.
(5) Number of shares awarded to Directors
On May 31 of every year during the trust period (October 1 for the year of 2016), Directors will be given
points according to business results of the Company for the previous year and position, etc. While 1 point
will be converted to 1 of the Company's shares, in the event that a stock split, reverse stock split, or otherevent occurs where it is judged to be fair to adjust the number of points during the trust period, thenumber of shares of the Company for 1 point will be adjusted according to the split ratio or reverse split
ratio, etc., of shares of the Company. Additionally, in principle, Directors will be issued a number ofshares equivalent to their number of accumulated points upon retirement.
(6) Upper limit on the amount of funds to be placed in the TrustAt this General Meeting of Shareholders, a resolution is scheduled to be approved to place an upper limitof ¥150 million to be placed in the Trust for each applicable period. If this resolution is approved, theamount of funds the Company is allowed to place in the Trust will be subject to such upper limits. This
upper limit of funds will be the combined amount of share acquisition funds as well as trust compensation/ trust costs for the Trust during the applicable period, and is an amount that takes into consideration thepossibility of an increase in the number of Directors as well as share price fluctuations.
In the case that additional contribution is made at the time of an extension of the trust period, if there
remain shares of the Company (excluding the ones which correspond to the number of share points
awarded to Directors and which have yet to be delivered) and cash (hereinafter the “Remaining Shares,
etc.,”) within the trust assets as of the final day of the trust period prior to extension, the amount of theRemaining Shares, etc., and the additionally contributed trust funds will be within the limit of the total
amount of funds that may be placed in the Trust as approved in this General Meeting of Shareholders.

- 20 -

(7) Upper limit on points awarded to Directors
At the General Meeting of Shareholders, a resolution is scheduled to be approved to place an upper limit
of 9,000 points a year on the points scheduled to be awarded to Directors. If this resolution is approved,
such upper limit on points will determine the upper limit on points to be awarded to Directors. The
number of Company shares to be acquired by the Trust (hereinafter the "number of shares to be acquired")
will be the upper limit on the number of shares corresponding to the annual number of points times three
to be awarded over the Applicable Period (27,000 shares) (adjusted by the corresponding proportion in thecase of a stock split, reverse stock split, etc.).
(8) Method for acquiring the Company’s shares by the Trust
The Trust, under the direction of Trust administrator, will acquire shares of the Company from theCompany (disposal of treasury shares) or the stock market, using the entrusted money, within the upper
limit of share acquisition funds and acquired shares per Applicable Period.
Plans call for the initial acquisition of shares by the Trust through the purchases from the stock market.
Also, if during the trust period an increase, etc. in the number of Directors creates a possibility that the
number of shares may not be sufficient to correspond to the number of points issued to Directors during
the trust period, additional funds may be placed in the Trust within the upper limit of trust funds andacquired shares approved in this General Meeting of Shareholders to purchase additional Company shares.
(9) Method and Time of the Delivery, etc., of the Company’s shares to Directors
The issuance of the Company’s Shares, etc. to a Director will, in principle, be received from the Trust
after his/her retirement by taking the prescribed procedures to determine the beneficiary, and a number ofshares equivalent to 70% of said Director's accumulated points (fractional shares shall be rounded down)
will be issued to him/her by the trust, and concerning the remainder, upon conversion within the Trust, theDirectors will receive money equivalent to the amount for conversion to cash.
Additionally, if a Director dies during the trust period, concerning all shares of the Company
corresponding to the number of cumulative points held by the Director at that time, upon conversion
within the Trust, the heir to the Director will receive money equivalent to the amount for conversion to
cash. Furthermore, if the Director receives an overseas assignment that will make the Director anonresident, concerning all shares of the Company corresponding to the Number of cumulative points
held by the Director at that time, upon conversion within the Trust, the Directors will receive money
equivalent to the amount for conversion to cash.
(10) Exercise of voting rights of the Company’s shares within the Trust
In order to maintain a neutral position vis-à-vis management, no voting rights shall be exercised on the
Company’s shares during the trust period (in other words, on the shares to be delivered to Directors prior
to their actual delivery).

- 21 -

(11) Handling of dividends on the Company’s shares within the Trust
Dividends on the Company’s shares within the Trust shall be received by the Trust and applied to Trust
fees and Trust expenses for the Trust. In the event that residual assets remain at the conclusion of the Trust,after being applied towards Trust fees and Trust expenses, the Directors will receive the transfer of theassets.
(12) Handling at the conclusion of the trust period
In the event that residual shares remain at the expiration of the Trust, gratis transfer of these residual
shares will be made from the Trust to the Company at the expiration of the Trust, as a shareholder return
policy, and the Company plans to cancel them by a resolution of the Board of Directors.
[For reference] Contents of the Trust Agreement (planned)
1)

Trust category

2)
3)
4)

Trust objective
TrustorTrustee5)

Beneficiaries

6)

Trust administrator

7)
8)
9)
10)
11)
12)
13)
14)
15)
16)

Date of trust agreement
Trust period
Start of the Plan
Exercise of voting rights
Type of shares to be acquired
Amount of entrustment
Method of acquisition of shares
Time of acquisition of shares
Rights holder
Residual asset

Monetary trust other than a specific individually operated monetary trust(third-party benefit trust)
To provide incentives to the Directors of the Company
The Company
Mitsubishi UFJ Trust and Banking Corporation(joint Trustee: The Master Trust Bank of Japan, Ltd.)The Company’s Directors who have met Beneficiary
Conditions
Third party with no relationship of special interest with the Company(Certified Public Accountant)August 22, 2016
August 22, 2016 to August 31, 2019
October 1, 2016
Not to be exercised
Common stock of the Company¥150 million (includes Trust fees and expenses)
Purchases from the stock market
August 24, 2016 to September 16, 2016
The Company
The Company, as the rights holder, shall receive residual assets within thescope of the reserve fund for Trust expenses after deductions for stock
purchases from Trust money.

[Administrative tasks related to the Trust and shares]
1)

Administrative tasks related to
the Trust

2)

Administrative tasks related tothe shares:

Mitsubishi UFJ Trust and Banking Corporation and The Master Trust Bankof Japan, Ltd. is to handle Trust-related administrative tasks as the Trust’s
trustee.
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. is to handle
administrative tasks related to delivering the Company’s shares tobeneficiaries based on an administration entrustment agreement.

- 22 -