Note: This document has been translated from 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.

Securities Code: 3087
May 8, 2023
To Our Shareholders:
Masanori Hoshino
Representative Director and President

DOUTOR·NICHIRES Holdings Co., Ltd.
10-11 Sarugakucho, Shibuya-ku, Tokyo

Notice of the 16th Annual General Meeting of Shareholders
You are cordially invited to the 16th Annual General Meeting of Shareholders of DOUTOR·NICHIRES
Holdings Co., Ltd. (the “Company”), which will be held as indicated below.
When convening this General Meeting of Shareholders, the Company takes measures for providing
information that constitutes the content of Reference Documents for General Meeting of Shareholders, etc.
(the matters for electronic provision) in electronic format, and posts this information on each of the following
websites. Please access either of the websites to review the information.
If you are unable to attend the meeting, please review the “Reference Documents for General Meetingof Shareholders” and exercise your voting rights by one of the methods described in “Information on
Exercise of Voting Rights” on page 3 by 5:00 p.m., Wednesday, May 24, 2023.

The Company’s General Meeting of Shareholders information page
http://www.dnh.co.jp/html/ir02.html (in Japanese)

Website for posted informational materials for the General Meeting of Shareholders
https://d.sokai.jp/3087/teiji/ (in Japanese)

1. Date and Time:Thursday, May 25, 2023, at 10:00 a.m. (Reception starts at 9:00 a.m.)

2. Venue:

Ballroom, 2nd basement, Cerulean Tower Tokyu Hotel
26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo

3. Purpose of the Meeting:
Matters to be reported:
1. The Business Report, the Consolidated Financial Statements, and the results ofaudits of the Consolidated Financial Statements by the Accounting Auditor andthe Audit and Supervisory Committee for the 16th fiscal year (from March 1,2022 to February 28, 2023)
2. The Non-consolidated Financial Statements for the 16th fiscal year (from March
1, 2022 to February 28, 2023)-1-

Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 3: Payment of Bonuses to Directors◎ You are kindly requested to arrive early enough at the venue as the reception is very congested just before
opening of the meeting every year.
◎In accordance with the amendments to the Companies Act, as a general rule. shareholders confirm thematters for electronic provision by accessing either of the websites listed on the previous page, withpaper-based documents only sent to shareholders who requested the delivery of paper-based documents
by the record date. However, for this General Meeting of Shareholders, paper-based documents stating
the matters for electronic provision are being sent to all shareholders regardless of whether or not they
requested the delivery of paper-based documents.
Among the matters for electronic provision, pursuant to laws and regulations and the provisions of theCompany’s Articles of Incorporation, the following matters are not posted in the paper-based documents.
1) Overview of the System to Ensure the Appropriateness of Business Operations and the Status of its
Implementation
2) Notes to the Consolidated Financial Statements
3) Notes to the Non-consolidated Financial Statements
Therefore, the Business Report, Consolidated Financial Statements and Non-consolidated Financial
Statements posted in such paper-based documents are part of the documents subject to audit by the
Accounting Auditor when creating the Accounting Auditor’s report and the Audit and Supervisory
Committee when creating the audit report.
◎ If revisions to the matters for electronic provision arise, a notice of the revisions and the details of thematters before and after the revisions will be posted on each of the websites listed on the previous page.

-2-

Information on Exercise of Voting Rights
Voting rights at the Company’s General Meeting of Shareholders are shareholders’ important rights.
Please exercise your voting rights after reviewing the attached Reference Documents for General
Meeting of Shareholders. There are three methods to exercise your voting rights as indicated below.
[Attending the General Meeting of Shareholders]Present the enclosed voting form to the reception desk at the meeting.
Date and Time:Thursday, May 25, 2023, at 10:00 a.m. (Reception starts at 9:00 a.m.)[Exercising voting rights in writing (by post)]
Indicate your approval or disapproval of each proposal on the enclosed voting form and return the form.
Deadline for exercising voting rights:
Wednesday, May 24, 2023, at 5:00 p.m.
[Exercising voting rights via the Internet]
Input your approval or disapproval of each proposal following the instructions on the next page.
Deadline for exercising voting rights:
Wednesday, May 24, 2023, at 5:00 p.m.

Information on How to Fill Out Your Voting Form
Please indicate whether you approve or disapprove of each proposal.
Proposals No. 1 and 3
If you approve, put a circle in the box marked 賛 [Approve].
If you disapprove, put a circle in the box marked 否 [Disapprove].
Proposal No. 2
If you approve the election of all candidates, put a circle in the box marked 賛 [Approve].
If you disapprove the election of all candidates, put a circle in the box marked 否 [Disapprove].
If you disapprove the election of certain candidates, put a circle in the box marked 賛 [Approve], andalso write the candidate number for each candidate you disapprove to be elected.
If you exercise your voting rights both in writing (by post) and via the Internet, etc., your voting via theInternet, etc. will be treated as valid. If you exercise your voting rights more than once via the Internet,
etc., only the last voting will be treated as valid. In the event that the voting rights have been exercisedin writing (by post) with the voting form and where no vote of approval or disapproval of a proposal has
been indicated on the voting form, the vote shall be treated as approval for the proposal.

-3-

Information on Exercise of Voting Rights via the Internet, etc.
Method of Scanning the QR Code “Smart Vote”
You can log in to the website for exercising voting rights without inputting your voting right exercise
code and password.
1 Please scan QR Code provided at the bottom right of the voting form.
* “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.
2 Please follow the directions that appear on the screen to input approval or disapproval of each
proposal.
Note that your voting rights can be exercised only once by using the “Smart Vote” method.
If you change your votes after exercising your voting rights, please log in to the website for PC byusing your voting right exercise code and password printed on the voting form, and exercise yourvoting rights again.
* If you rescan the QR Code, you can access the website for PC.

Method of Inputting the voting right exercise code and password
The website for the exercise of voting rights:

https://soukai.mizuho-tb.co.jp/ (in Japanese)

1 Please access the website for exercise of voting rights.
Click “Proceed to the next”
2 Please enter the voting right exercise code given on the voting form.
Input the voting right exercise code
Click “Next”
3 Please input the password given on the voting form.
Input your password
Set the new password that you will actually use
Click “Register”
4 Please follow the directions that appear on the screen to input approval or disapproval of each
proposal.
In case you need instructions for how to
operate your personal computer,smartphone or mobile phone in order toexercise your voting rights via theInternet, please contact:

Internet Help Dial, Securities Agent Department,
Mizuho Trust & Banking Co., Ltd.
0120-768-524(Business hours: 9:00 – 21:00 (JST)excluding the year-end and New Year holidays)

Institutional investors may use the Electronic Voting Platform for institutional investors operated by ICJ,
Inc.

-4-

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.
The policy concerning the appropriation of surplus for the fiscal year under review is to uphold the basic
policy of distributing dividends commensurate with business performance as well as the basic policy ofreturning profits to our shareholders with a target dividend payout ratio of 30% to 40% while ensuring
sufficient internal reserves are provided for further strengthening the corporate structure and for futurebusiness expansion.
The Company proposes to increase the year-end dividend by ¥2 per share, giving comprehensive
consideration to the business performance for the fiscal year under review as well as the sense of uncertainty
in the business environment due to factors such as COVID-19 and the forecasts of business performance forthe next fiscal year.
Accordingly, including the interim dividend of ¥14 per share, the annual dividend will be ¥30 per share.
Type of dividend property

Cash

Allotment of dividend property
and their aggregate amount¥16 per common share of the Company
Total amount of dividends: ¥707,506,208

Effective date of dividends of surplus

May 26, 2023

-5-

Proposal No. 2:

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

The terms of office of all Directors will expire at the conclusion of this General Meeting of Shareholders.
Therefore, the Company proposes to elect nine (9) Directors (excluding Directors who are Audit andSupervisory Committee Members; hereinafter, the same shall apply in this Proposal).
The candidates for Director are as follows:
No.
1
2
3
4
5
6
7
8

Hirofumi Obayashi
Masanori Hoshino
Motoya Takebayashi
Yasuyuki Tenma
Tomoyo Goda
Kazuhiro Sekine
Kazushige Enoki
Masaharu Kohno

Name

Position and Responsibility in the Company
Representative Director and Chairman
Representative Director and PresidentManaging Director
Managing Director
Director
Director–
Outside Director

9

Azuma Ohtsuka

Outside Director

Attribute
Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
New candidate
Reelection
OutsideIndependent
Reelection
OutsideIndependent

For reference: Policies and procedures for nominating candidates for Director
Important executives and people in charge of primary business companies, etc. are nominated as candidates
for Director based on the assumption that they have extensive experience, professional knowledge, and goodmanagerial judgment and personality.
The Board of Directors has deliberated and decided the nomination of candidates for Director to be proposedat the General Meeting of Shareholders.

-6-

1

Reelection
Terms of office:16 years
Number of Boardof Directors
meetings attended:
17/17

2

Reelection
Terms of office:16 years
Number of Boardof Directors
meetings attended:
17/17(Date of Birth: August 4,
1944)

Hirofumi Obayashi

Number of theCompany’s shares held:
6,782,700 shares[Career summary, and position and responsibility in the Company]
Aug. 1973
Representative Director and President, following establishment of Bolsts Japan
Co., Ltd. (The trade name changed to Minami Indo Co., Ltd., which was mergedwith NIPPON RESTAURANT SYSTEM. INC in June 2001)
Oct. 1973
Director, Shosan restaurant planning Co., Ltd. (currently NIPPON RESTAURANT
SYSTEM. INC)
Feb. 1976
Representative and Senior Managing Director, Shosan restaurant planning Co.,
Ltd.
Aug. 1977
Director, German Restaurant System Co., Ltd. (currently NIPPONRESTAURANT SYSTEM. INC)
Jun. 1978
Representative and Senior Managing Director, Shosan restaurant planning Co.,
Ltd. stated above and German Restaurant System Co., Ltd. stated above weremerged into NIPPON RESTAURANT SYSTEM. INC
Jul. 1979
Representative Director and President, NIPPON RESTAURANT SYSTEM. INC
Aug. 2005
Representative Director and Chairman, NIPPON RESTAURANT SYSTEM. INC
Oct. 2007
Representative Director and Chairman, the Company
May 2008
Director, the Company
May 2016
Representative Director and Chairman, the Company (incumbent)
May 2016
Representative Director and Chairman and President, NIPPON RESTAURANT
SYSTEM. INC (incumbent)
May 2016
Director, Doutor Coffee Co., Ltd.
Apr. 2017
Representative Director and Chairman, Doutor Coffee Co., Ltd. (incumbent)
Significant concurrent positions outside the Company
Representative Director and Chairman and President, NIPPON RESTAURANT SYSTEM. INC
Representative Director and Chairman, Doutor Coffee Co., Ltd.
Representative Director and Chairman, Premium Coffee & Tea Co., Ltd.
Reasons for nomination as candidate for Director
Hirofumi Obayashi has been Director since the establishment of the Company in October 2007, andas Representative Director and Chairman of the Company, he has exhibited strong leadership withthe aim of enhancing corporate value since May 2016. He has developed new brands proactively
and contributed to improvement of the Group’s profitability. Therefore, the Company believes that
he is a qualified person and has nominated him as a candidate to continue serving as Director.
Number of the(Date of Birth: October 22,
Company’s shares held:
Masanori Hoshino
1959)
17,600 shares[Career summary, and position and responsibility in the Company]
Apr. 1983
Joined Doutor Coffee Co., Ltd.
Jun. 2000
Director, Doutor Coffee Co., Ltd.
Jun. 2002
Managing Director, Doutor Coffee Co., Ltd.
Jun. 2004
Senior Executive Director, Doutor Coffee Co., Ltd.
Jul. 2005
Vice President and Director, Doutor Coffee Co., Ltd.
Oct. 2007
Director, the Company
May 2008
Representative Director and President, the Company (incumbent)
May 2011
Representative Director and Chairman, Doutor Coffee Co., Ltd.
May 2013
Director, NIPPON RESTAURANT SYSTEM. INC (incumbent)
Apr. 2017
Representative Director and President, Doutor Coffee Co., Ltd. (incumbent)
Significant concurrent positions outside the Company
Representative Director and President, Doutor Coffee Co., Ltd.
Representative Director and President, D&N International Co., Ltd.
Director, NIPPON RESTAURANT SYSTEM. INC
Reasons for nomination as candidate for Director
Masanori Hoshino was appointed as Representative Director and President in May 2008 and has
exhibited strong organizational operating expertise from a Group-wide perspective in his executionof operations with the aim of enhancing corporate value. The Company believes that he is a qualified
person to execute business operations with the aim of enhancing the corporate value and ensuring
sustainable growth of the Group and has therefore nominated him as a candidate to continue serving
as Director.

-7-

3

Reelection
Terms of office:6 years
Number of Boardof Directors
meetings attended:
17/17

4

Reelection
Terms of office:3 years
Number of Boardof Directors
meetings attended:
17/17

5

Reelection
Terms of office:7 years
Number of Boardof Directors
meetings attended:
17/17(Date of Birth: May 26,
1966)

Motoya Takebayashi

Number of theCompany’s shares held:
6,500 shares[Career summary, and position and responsibility in the Company]
Oct. 1997
Joined Doutor Coffee Co., Ltd.
Mar. 2010
Senior Executive Officer, General Manager of Business Management Division,
Doutor Coffee Co., Ltd.
May 2014
Director, Doutor Coffee Co., Ltd.
May 2016
Managing Director, Doutor Coffee Co., Ltd.
May 2017
Director, the Company
May 2018
Managing Director, the Company (incumbent)
May 2018
Senior Executive Director, Doutor Coffee Co., Ltd. (incumbent)
Significant concurrent positions outside the Company
Senior Executive Director, Doutor Coffee Co., Ltd.
Reasons for nomination as candidate for Director
Motoya Takebayashi worked to expand the Company’s sales channels as a sales manager in theGroup. The Company believes that he is a qualified person to execute business operations utilizing
his experiences up to now with the aim of ensuring sustainable growth of the Group and has
therefore nominated him as a candidate to continue serving as Director.
Number of the(Date of Birth: April 28,
Company’s shares held:
Yasuyuki Tenma
1960)
24,537 shares[Career summary, and position and responsibility in the Company]
Jan. 1994
Joined NIPPON RESTAURANT SYSTEM. INC
Apr. 2003
General Manager of Location Development Division, NIPPON RESTAURANT
SYSTEM. INC
Aug. 2005
Director, General Manager of Location Development Division, NIPPONRESTAURANT SYSTEM. INC
May 2018
Managing Director, General Manager of Location Development Division, NIPPONRESTAURANT SYSTEM. INC
May 2020
Managing Director, the Company (incumbent)
May 2020
Senior Managing Director, NIPPON RESTAURANT SYSTEM. INC (incumbent)
Significant concurrent positions outside the Company
Senior Managing Director, NIPPON RESTAURANT SYSTEM. INC
Reasons for nomination as candidate for Director
Yasuyuki Tenma worked to expand business operations in his work opening many new stores as astore development manager in the Group. The Company believes that he is a qualified person to
execute business operations of the Group utilizing his experiences up to now and has therefore
nominated him as a candidate to continue serving as Director.
Number of the(Date of Birth: September
Company’s shares held:
Tomoyo Goda8, 1970)
11,817 shares[Career summary, and position and responsibility in the Company]
Apr. 1994
Joined NIPPON RESTAURANT SYSTEM. INC
Aug. 2005
Director, NIPPON RESTAURANT CONFECTIONERY Co., Ltd. (merged withNIPPON RESTAURANT SYSTEM. INC in February 2009)
Apr. 2008
Managing Director, NIPPON RESTAURANT CONFECTIONERY Co., Ltd.
Aug. 2008
Director, D&N CONFECTIONERY Co., Ltd
May 2013
Director, NIPPON RESTAURANT SYSTEM. INC
May 2016
Director, the Company (incumbent)
May 2016
Managing Director, D&N CONFECTIONERY Co., Ltd
May 2018
Representative Director and President, D&N CONFECTIONERY Co., Ltd(incumbent)
May 2018
Managing Director, NIPPON RESTAURANT SYSTEM. INC (incumbent)
Oct. 2022
Representative Director and President, SUNMERRY’S INC. (incumbent)
Significant concurrent positions outside the Company
Representative Director and President, D&N CONFECTIONERY Co., Ltd
Managing Director, NIPPON RESTAURANT SYSTEM. INC
Representative Director and President, SUNMERRY’S INC.
Reasons for nomination as candidate for Director
Tomoyo Goda worked to improve profitability as the person in charge of Western confectionery
manufacturing and product development in the Group. The Company believes that she is a qualified
person to execute business operations, utilizing her experiences up to now as well as her perspective
and sensibilities as a woman, and has therefore nominated her as a candidate to continue serving as
Director.

-8-

6

Reelection
Terms of office:5 years
Number of Boardof Directors
meetings attended:
17/17

7

New candidate(Date of Birth: November
17, 1965)

Kazuhiro Sekine

Number of theCompany’s shares held:
4,500 shares[Career summary, and position and responsibility in the Company]
Jan. 2007
Joined Doutor Coffee Co., Ltd.
Apr. 2010
General Manager of Public Relations, Management Control Division, Doutor CoffeeCo., Ltd.
Dec. 2010
General Manager of Public and Investor Relations, the Company
Mar. 2015
General Manager of Management Control Division, Doutor Coffee Co., Ltd.
(incumbent)
May 2017
Director, Doutor Coffee Co., Ltd. (incumbent)
May 2018
Director, the Company (incumbent)
Significant concurrent positions outside the Company
Director, Doutor Coffee Co., Ltd.
Reasons for nomination as candidate for Director
Kazuhiro Sekine has worked to promote continued enhancement of corporate value as the person
in charge of Public and Investor Relations in the Company and the Group. In addition, he has
worked for strengthening the management system of Doutor Coffee Co., Ltd. as Director andGeneral Manager of Management Control Division. The Company believes that he is a qualified
person to execute business operations utilizing his experiences up to now and has therefore
nominated him as a candidate to continue serving as Director.
Number of the(Date of Birth: May 11,Company’s shares held:
Kazushige Enoki
1971)
3,200 shares[Career summary, and position and responsibility in the Company]
Apr. 1995
Joined Doutor Coffee Co., Ltd.
Apr. 2010
General Manager of Sales Promotion, Sales Division, Doutor Coffee Co., Ltd.
May 2018
Director, General Manager of Purchasing and Logistics Division, Doutor CoffeeCo., Ltd.
Mar. 2020
Director, General Manager of Merchandise Division, Doutor Coffee Co., Ltd.
(incumbent)
Significant concurrent positions outside the Company
Director, Doutor Coffee Co., Ltd.
Reasons for nomination as candidate for Director
Kazushige Enoki has been in charge of planning and implementation of purchasing strategies ofDoutor Coffee Co., Ltd. as Director and General Manager of the Merchandise Division, possessing
knowledge of the company’s products and in-depth insight into purchasing. He also has broad
personal connections with suppliers cultivated from his time in the Sales Division and has worked
to expand business operations of the Group. The Company believes that he is a qualified person to
execute business operations utilizing his experiences up to now and has therefore nominated him asa candidate for Director.

-9-

8

Reelection
Candidate for
Outside Director
Candidate for
Independent
Director
Terms of office:8 years
Number of Boardof Directors
meetings attended:
16/17

9

Reelection
Candidate for
Outside Director
Candidate for
Independent
Director
Terms of office:6 years
Number of Boardof Directors
meetings attended:
16/17(Date of Birth: December
21, 1948)

Masaharu Kohno

Number of theCompany’s shares held:
1,400 shares[Career summary, and position and responsibility in the Company]
Apr. 1973
Joined the Ministry of Foreign Affairs of Japan
Apr. 2001
Consul General, the Consulate-General of Japan in Los Angeles
Aug. 2005
Director-General of Foreign Policy Bureau, the Ministry of Foreign Affairs ofJapan
Jan. 2007
Deputy Minister for Foreign Affairs (in charge of economy), the Ministry ofForeign Affairs of Japan
Apr. 2009
Ambassador of Japan to Russia
Mar. 2011
Ambassador of Japan to Italy
Mar. 2014
Executive Board Member, the Tokyo Organising Committee of the Olympic andParalympic Games
Sep. 2014
Special Representative of the Government of JapanMay 2015
Outside Director, the Company (incumbent)
Jun. 2015
Outside Director, Sumitomo Mitsui Financial Group, Inc. (incumbent)
Significant concurrent positions outside the Company
Outside Director, Sumitomo Mitsui Financial Group, Inc.
Reasons for nomination as candidate for Outside Director and overview of the role expected
to be fulfilled if elected as Outside Director
Although Masaharu Kohno has not been involved in corporate management other than having
served as an outside officer, he has extensive experiences as diplomat, and broad professional
knowledge about international affairs, and has expressed his opinions and provided proposals at
meetings of the Board of Directors in a timely and appropriate manner. The Company believes that
he is a qualified person to supervise management of the Company and has nominated him as a
candidate to continue serving as Outside Director.
The Company expects that he will contribute to enhancing and strengthening the Group governanceand supervisory function in the Company with his global perspective, and that he will monitor andsupervise the Company’s management from an independent standpoint.
Number of the(Date of Birth: March 8,
Company’s shares held:
Azuma Ohtsuka
1945)
1,700 shares[Career summary, and position and responsibility in the Company]
Apr. 1968
Joined The Mitsubishi Bank, Limited (currently MUFG Bank, Ltd.)
Jun. 1993
General Manager, Shimbashi Branch, The Mitsubishi Bank, Limited
Apr. 1995
General Manager, Public Institutions Division, The Mitsubishi Bank, Limited
Apr. 1997
Joined JEOL Ltd.
Jun. 1997
Managing Director, JEOL Ltd.
Jun. 2001
Senior Managing Director, JEOL Ltd.
Jun. 2005
Director, Executive Vice President, JEOL Ltd.
Jun. 2006
Representative Director & Executive Vice President, JEOL Ltd.
May 2009
Director and Chairman, JEOL TECHNICS LTD.
May 2017
Outside Director, the Company (incumbent)
Significant concurrent positions outside the Company–
Reasons for nomination as candidate for Outside Director and overview of the role expected
to be fulfilled if elected as Outside Director
Azuma Ohtsuka built a strong track record while at a financial institution, and has extensive
experience and broad insight as a corporate manager. He has been providing opinions andsuggestions at meetings of the Board of Directors from a broad perspective based on his experiences
up to now. The Company believes that he is a qualified person to supervise management of theCompany and has nominated him as a candidate to continue serving as Outside Director.
In light of his track record while at a financial institution and his broad experience and knowledge
regarding management, the Company expects that he will contribute to enhancing and strengthening
the corporate governance in the Company, and that he will monitor and supervise the Company’s
management from an independent standpoint.

Notes:
1. There is no special interest between the candidates and the Company.
2. Masaharu Kohno and Azuma Ohtsuka are currently Outside Directors of the Company. The Company has submitted
notification to the Tokyo Stock Exchange, Inc. that they have been designated as independent directors as provided for by
the aforementioned exchange. If they are reelected, the Company plans for their appointment as independent directors tocontinue.

- 10 -

3.

4.

The outline of the limited liability agreement with Outside Director is as follows: The Company has entered into theaforementioned agreement with Masaharu Kohno and Azuma Ohtsuka. If their reelection is approved, the Company plansto renew the aforementioned agreement with them.
 In the case of falling under the requirements specified in laws and regulations, the liability for damages stipulated in
Article 423, paragraph 1 of the Companies Act shall not exceed the total of the amounts specified in each item of Article
425, paragraph 1 of the Act.
The Company has entered into a directors and officers liability insurance (“D&O insurance”) policy as provided for in
Article 430-3, paragraph 1 of the Companies Act with an insurance company, thereby covering losses and costs incurredby insured Directors and Audit and Supervisory Board Members of the Company and its subsidiaries in cases where they
are liable for damages arising from their performance of duties (unless a coverage exclusion in the insurance policy isapplied). The full amount of the insurance premiums for D&O insurance is borne by the Company. If each candidate iselected and assumes the office as Director, the Company plans to include every such Director as an insured in the D&O
insurance policy. The term of the D&O insurance policy is one year, and the Company plans to renew the policy before
the expiration of that term by resolution of the Board of Directors.

- 11 -

Proposal No. 3:

Payment of Bonuses to Directors

Taking into consideration the profits of the fiscal year under review and other various matters, theCompany proposes to pay bonuses at the total amount of ¥32.0 million to nine (9) Directors (excluding
Directors who are Audit and Supervisory Committee Members) in office as of the end of the fiscal year
under review (including bonuses for two (2) Outside Directors at the amount of ¥0.8 million), in
appreciation of their services during the fiscal year under review.
It is further proposed that the determination of individual amounts to be paid to each Director shall be
entrusted to the Board of Directors.

- 12 -

Reference: Skills Matrix
The skills matrix that lists the knowledge, experience and skills of candidates for Director (excluding Directors who are Audit
and Supervisory Committee Members) is as follows:
Name

Position/ RoleTomoyo Goda

Representative
Director andChairman
Representative
Director andPresident
Managing
Director
Managing
Director
Director

Kazuhiro Sekine

Director

Kazushige Enoki

Director
OutsideDirector
OutsideDirector

Hirofumi Obayashi
Masanori Hoshino
Motoya Takebayashi
Yasuyuki Tenma

Masaharu Kohno
Azuma Ohtsuka

Attributes
Corporate
management

Sales &
marketingLocationdevelopment

Menu
development

Finance &Accounting
M&A

●

●

●

●

●

●

●

●
●

●

●

Legal &
governanceInternational
experience

ESG &Sustainability

●
●

●

●

●
●

●

●
●

●
●

●

●

●

●

●
●

●

●

Note. The chart does not list all the skills possessed by the candidates.

- 13 -●