Notice of Convocation
The 130th Ordinary General Meeting of Shareholders
Tokyo Kaikan Co., Ltd.

Disclaimer: Please note that the following is a translation of the original Japanese documents prepared solely
for the convenience of our non-Japanese shareholders with voting rights. Although this translation is intended
to be accurate, the Japanese original shall take precedence in the case of any discrepancies between thistranslation and the original. Certain information regarding voting procedures that is not applicable toshareholders resident outside Japan may have been omitted. In addition, these materials will not facilitate
your status as a registered shareholder authorized to attend the Ordinary General Meeting of Shareholders.
Every shareholder attending the Ordinary General Meeting of Shareholders is required to present the Voting
Card, which is sent to the registered shareholder together with the original Notice of Convocation in Japanese,to the receptionist at the meeting.

(Securities code: 9701)
June 3, 2024
Dear Shareholders
Noriaki Watanabe
President andRepresentative Director
Tokyo Kaikan Co.,Ltd2-1, Marunouchi 3-chome,
Chiyoda-ku, Tokyo
Japan

Notice of Convocation of
the 130th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 130th Ordinary General Meeting of Shareholders of Tokyo Kaikan Co.,
Ltd. (“the Company”) to be held as set forth below.
The measures for electronic provision of information are being used to convene this General Meeting of
Shareholders and is posted on the following website.
The Company has posted the electronic format on the following websites.
The Company's website: https://www.kaikan.co.jp/ir/shareholdmtg.html
TSE Listed Company Search website: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=ShowIn lieu of your attendance at the meeting, you may exercise your voting rights in writing (by postal mail) or via
the Internet, etc. in advance.
Shareholders are kindly requested to review the “Reference Documents for the General Meeting of
Shareholders” provided hereunder and exercise their voting rights by no later than 6:00 p.m. on June 20(Thursday), 2024(JST).
[In case of voting by Postal Mail]
Please indicate your approval or disapproval of the proposal on the enclosed Document for the Exercise of
Voting Rights, and mail the document so that it arrives by the above deadline.
[In case of voting by Internet]
Please access the website to exercise voting rights (https://evote.tr.mufg.jp/) through a personal computer or
smartphone with the log-in ID and temporary password indicated in the enclosed Document for the Exerciseof Voting Rights and input your approval or disapproval of the proposals according to the instructions on thewindow.

2

Details

1. Date and Time of the Meeting:
Friday, June 21, 2024, at 10 a.m. (Japan Time) (Reception starts at 9 a.m.)
2. Place:
Tokyo Kaikan, 7th Floor SAKURA, 2-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo, Japan(Please note that this place is different from last year's.)
3. Purposes
Reports:
The Reports on Business Report, Non-Consolidated Financial Statements, and the Report by the
Accounting Auditor and the Board of Statutory Auditors of the results of the audit on the Non-Consolidated
Financial Statements, for the 130th Fiscal Year (April 1, 2023 to March 31, 2024)
Proposal 1: Dividends of Surplus
Proposal 2: Election of Eight (8) Directors
Proposal 3: Election of One (1) Statutory Auditor
Proposal 4: Election of Two (2) Substitute Statutory Auditors
Proposal 5: Determination of the Amount and Details of Stock Compensation for Directors
4. Decision on Convocation(1) In the event of overlap in the exercise of voting rights via the Document for the Exercise of Voting
Rights and the Internet voting system, the exercise of voting rights via the Internet voting system shallprevail.
(2) If you vote more than once using the same method, your last vote shall prevail.
5. Attachments to Notice of Convocation and Reference Documents for the General Meeting of
Shareholders
If any revision should be required to the Business Report, Non-Consolidated Financial Statements, orReference Documents for the General Meeting of Shareholders, such revision will be posted on the
Company’s website. (https://www.kaikan.co.jp)
If you attend the General Meeting of Shareholders, please submit the attached Document for the Exercise of
Voting Rights to the reception of the meeting.

3

Reference Documents for the General Meeting of Shareholders
Proposals and Reference

Proposal 1: Dividends of Surplus
The Company is committed to prioritizing shareholders' interests and maintaining a consistent distribution of
profits. The proposal for the year-end dividend considers multiple factors, including the Company's current
performance and internal reserves.
For the year-end dividend pertaining to the period ended March 31,2024, the Company is pleased to announce
an ordinary dividend of 30 yen per common share as indicated below.

Type:

Cash dividend

Amount:30 yen per common share
100,202,640 yen in total

Effective Date: June 24, 2024

4

Proposal 2: Election of Eight (8) Directors
The terms of office of Eight (8) Directors,— Noriaki Watanabe, Terunori Suzuki, Masahiro Hoshino, Kentaro
Yamaguchi, Tetsuji Saito, Nozomi Ebihara, Naoto Aiba and Tomomi Fukumoto—will expire at the conclusionof this General Meeting of Shareholders.
Shareholders are therefore requested to elect the following Eight (8) Directors. The candidates for Director are
as follows.
Candidatenumber1

Name(Date of birth)

Brief Profile, Positions, Responsibilities, and Significant
Concurrent Positions

Number ofCompany’s
SharesOwnedjoined the Company
2,900 Shares
General Manager, Hamamatsucho Tokyo Kaikan
Deputy General Manager Branch Operations
Department and General Manager, Hamamatsucho
Tokyo Kaikan[Reappointment]
Banquet and Wedding Manager, the Company
Jan.2004
General Manager and Banquet Manager, theMar. 2007
Company
General Manager, Banquet and Restaurant Manager,
Apr. 2009
the Company
General Manager and Banquet Manager, theApr. 2014
Company
Director and General manager and Banquet manager,
Jun. 2014
the Company
Director and General Manager Pre-opening New
Feb. 2015
Facility, the Company
President and Representative Director, the Company
Apr. 2017
President and Representative Director and Executive
Oct. 2017
General Manager Corporate Strategy, the Company
President and Representative Director and Executive
Apr. 2020
General Manager Sales, the Company
President and Representative Director, the Company
Mar. 2023(incumbent)
Reasons for candidacy for Director
He possesses extensive knowledge and a high level of experience in corporate management and contributed agreat deal to the development of the Company. Serving as President of the Company, he has contributed toraising the corporate value of the Company. Highly rating his experience, insights, and achievement as the
President of the Company, the Company has judged that he is indispensable for further enhancement of thecorporate value of the Company and decided to select him as a candidate for Director of the Company forreappointment.
Noriaki Watanabe(December 28, 1958)

Mar. 1982
Apr. 1999
Jan. 2003

5

Candidate
number2

3

Name(Date of birth)

Brief Profile, Positions, Responsibilities, and Significant
Concurrent Positions

Number ofCompany’s
SharesOwnedjoined the Company
2,806 Shares
Manager Administration, Hamamatsucho Tokyo
kaikanSenior Manager Finance, the Company
Jul. 1998
Deputy General Manager Finance, the Company
Mar. 2003[Reappointment]
General Manager Finance, the Company
Apr. 2005
Director of Finance, the Company
Jun. 2012
Senior Director Administration, the Company
Apr. 2017
Senior Director Administration and General Manager
Oct. 2019
Administration, the Company
Senior Director Administration, the Company
Apr. 2020
Representative Executive Director Administration,
Jun. 2020
the Company (incumbent)
Reasons for candidacy for Director
He possesses abundant knowledge of and broad insights into the financial strategy and the administrative
affairs serving in a variety of key positions including the representative Executive Director of Administration.
The Company has judged that he is indispensable for further enhancement of soundness in management of theCompany and decided to select him as a candidate for Director of the Company for reappointment.
joined HakuhodoMar. 1999
1,400 Sharesjoined Roland Berger
Nov.2005
Masahiro Hoshinojoined Booz and Company
Oct.2008(July 21, 1976)
Partner, Root F Partnars
Oct 2009
joined Vector Inc.
Jul. 2010[Reappointment]
joined Positive dream persons Inc.
May 2012
General Manager Administration, Positive dream
Nov. 2012
persons Inc.
Director and Corporate Officer, Positive dream
May 2013
persons Inc.
Director, Epoch Japan Corp.
May 2016
General Manager Marketing and Deputy General
Oct. 2017Manager Corporate Strategy, the Company
Director and General Manager Marketing and Deputy
Jun. 2018
General Manager Corporate Strategy, the Company
Director and General Manager Marketing and Deputy
Jun. 2019
General Manager Sales Headquarters and Deputy
General Manager Corporate Strategy, the Company
Director and General Manager Marketing and Deputy
Apr. 2020
General Manager Sales Headquarters and Deputy
General Manager Corporate Strategy, the Company
Senior Director and General Manager Marketing
Jun. 2020
Strategy and General Manager Sales and Deputy
General Manager Sales Headquarters, the Company
Senior Director and General Manager Sales,
Mar.2023
Marketing Strategy and Sales Headquarters, theCompany (incumbent)
Reasons for candidacy for Director
He has built a splendid management career in the various industries and contributed a great deal to thedevelopment of the Company’s marketing activities. Highly rating his experience, insights, and achievement as
the Senior Director of the Company, the Company has judged that he is indispensable for further enhancementof the marketing strategy of the Company and decided to select him as a candidate for Director of the Company
for reappointment.
Terunori Suzuki(September 22, 1957)

Mar. 1980
Feb. 1997

6

Candidate
number4

5

Name(Date of birth)

Brief Profile, Positions, Responsibilities, and Significant
Concurrent Positions

Number ofCompany’s
SharesOwnedjoined Imperial Hotel
1,200 Shares
Senior Manager Sales, Imperial Hotel
General Manager Sales, Imperial Hotel
General Manager Business Development, Imperial
Hotel
Kentaro Yamaguchi
General Manager Sales, the Company
Jul. 2017(June 4, 1966)
General Manager Sales and Deputy General Manager
Oct. 2017
Sales Headquarters, the Company[Reappointment]
Director and General Manager Sales and Deputy
Jun. 2018
General Manager Sales Headquarters, the Company
Director and General Manager Sales, the Company
Apr. 2020(incumbent)
Reasons for candidacy for Director
He possesses extensive knowledge and a high level of experience in sales and marketing in the hotel industry
and contributed a great deal to the development of the Company’s sales activities. Highly rating his experience,
insights, and achievement as the Director of sales of the Company, the Company has judged that he isindispensable for further enhancement of sales strategy of the Company and decided to select him as a
candidate for Director of the Company for reappointment.
Mar.1985
Apr. 2011
Apr. 2014
Oct. 2016

joined the Company
800 Shares
Executive chef of Keidanren guest house, theCompany
Executive Chef of Prunier, the Company
Apr. 2008
Executive Chef, Hamamatsucho Tokyo Kaikan, theFeb. 2015[Reappointment]
Company
Deputy General Manager Cookery and Baking, theJan. 2018
Company
Executive Chef and Deputy General Manager Cookery
Oct. 2018
and Baking, the Company
General Manager Cookery and Baking and Executive
Jan. 2019Chef, the Company
Division General Manager and General Manager
Apr. 2020
Cookery and Baking and Executive Chef, the Company
Director and Division General Manager and General
Jun. 2020
Manager Cookery and Baking and Executive Chef, theCompany
Director and Division General Manager and Executive
Apr.2023
Chef, the Company (incumbent)
Reasons for candidacy for Director
Having a high level of expertise and abundant experience in the cookery industry, he has led the cookery
division with his leadership as the General Manager and has played a great role in carrying on the tradition of
the Company’s original taste passed down throughout its long history. The Company has judged that he isindispensable for further enhancement of the cookery strategy of the Company and decided to select him as a
candidate for Director of the Company for reappointment.
Tetsuji Saito(September 12,1959)

Mar. 1978
Apr. 2002

7

Candidate
numberName(Date of birth)

6

Nozomi Ebihara(August 24, 1964)[Reappointment]

Brief Profile, Positions, Responsibilities, and Significant
Concurrent Positions

Apr. 1987
Dec. 2003
Oct. 2007
Apr. 2009
Feb. 2011
Apr. 2017
Jun. 2020
Mar. 2023

joined Oki Electric Industry
Asia Pacific Controller, Teijin Dupont Films
Operation Controller, Air Liquide Japan
CFO, Advanced Cable Systems
joined the Company
General Manager Finance, the Company
Director of Finance, the Company
Director, Deputy General Manager Administration
and General Manager Finance, the Company(incumbent)

Number ofCompany’s
SharesOwned
600 Shares

Reasons for candidacy for Director
He has a high level of experience, achievements, and insights into financial strategy and management. During
his tenure, he has led the Company’s financing activities with his experiences in various industries. The
company has judged that he is indispensable for further enhancement of the corporate value of the Company
and decided to select him as a candidate for Director of the Company for reappointment.

7

Naoto Aiba
September 26, 1954
[Reappointment][ Outside][ Independent]

Apr.1977
Apr. 2007
Apr. 2010
Apr. 2013
Jun. 2013
Jun. 2016
Apr. 2018
Jun. 2018

Apr. 2019
Jun. 2020

joined Mitsubishi Estate Co., Ltd.(MEC)
Corporate Officer and General Manager Building
Development and Planning building, MEC
Senior Officer, MEC
Executive Officer, MEC
Representative Director and Executive Officer, MEC
Director, Sunshine City Corp.
Representative Executive Officer, MEC
Executive Officer, MEC
Group Operating Officer ,MEC
President and Representative Director, Sunshine City
Corp. (incumbent)
Corporate Advisor, MEC (incumbent)
Director, the Company (incumbent)-<Important Concurrent Positions>
President and Representative Director, Sunshine City
Corp.
Corporate Advisor, MEC
Reasons for candidacy for Director
He possesses a high level of knowledge and extensive experience in corporate management as the President ofSunshine City Corp. The Company expects that he will help to strengthen the Company's management throughhis high level of expertise and experience and that he will supervise management from an outside andindependent position and provide appropriate advice at the time of making decisions at the Board of Directors
meetings. Therefore, the company has decided to select him as a candidate for Board Member of the Company
for reappointment.

8

Candidate
numberName(Date of birth)8

Tomomi Fukumoto(February 18, 1959)[ Reappointment][ Outside][ Independent]

Brief Profile, Positions, Responsibilities, and Significant
Concurrent Positions

Apr. 1981
Apr. 2015

Sep.2021
Jan.2022

Jun.2022
Mar.2024

joined Suntory Ltd.
Corporate Officer and Deputy Division Manager
Corporate Communications, Suntory Holdings Ltd.
Senior Director and General Manager Customer
Relations, Suntory Business experts Ltd.
Corporate Officer and Division Manager
Sustainability Management, Suntory Holdings Ltd.
Corporate Advisor and CSR Ambassador andSustainability Management Advisor, Suntory
Holdings Ltd.
Director, the Company (incumbent)
Outside Director, Milbon Co., Ltd. (incumbent)

Number ofCompany’s
Shares
Owned-<Important Concurrent Positions>
Outside Director, Milbon Co., Ltd.
Reasons for candidacy for Director
She possesses a high level of knowledge and extensive experience in Corporate Communications as the
Corporate Officer of Suntory Holdings Ltd. .The Company expects that she will help to strengthen the
Company's Corporate Communications and Sustainability Management through her high level of expertise andexperience and that she will supervise management from an outside and independent position and provide
appropriate advice at the time of making decisions at the Board of Directors meetings. With such expectations,the Company has selected her as a candidate for Board Member of the Company.
1.
2.
3.
4.
5.

6.

7.

There is no special interest between any of the candidates and the Company.
Mr. Naoto Aiba and Ms. Tomomi Fukumoto are the candidate for Outside Director.
Mr. Naoto Aiba is currently serving as an Outside Director at the Company, and his term of office will be four years as of
the close of this meeting.
Ms. Tomomi Fukumoto is currently serving as an Outside Director at the Company, and her term of office will be twoyears as of the close of this meeting.
The Company has registered Mr. Naoto Aiba and Ms. Tomomi Fukumoto at the Tokyo Stock Exchange as the Independent
Director stipulated by Tokyo Stock Exchange Group, Inc., and they continue to be the Independent Director if they areelected as originally proposed.
The Company has entered into a contract with Mr. Naoto Aiba and Ms. Tomomi Fukumoto pursuant to Article 427,
paragraph (1) of the Companies Act and Article 26 of the articles of incorporation to limit their liability for damages as
stipulated in Article 423, paragraph (1) of the Companies Act, setting the minimum liability amount stipulated by Article
425, paragraph (1) of the Companies Act as the maximum liability based on the above contract. If the candidates for
Outside Director are elected, the Company plans to continue such contract with them.
The Company has concluded a directors and officers liability insurance policy as stipulated in Article 430-3, Paragraph 1of the Companies Act with an insurance company, in which claims for damages arising from the performance of his or her
duties will be covered. If the candidates are elected as originally proposed, they will be included in the policy as insureds.
The Company plans to renew the contract with the same provisions in the middle of their terms of office.

9

Proposal 3: Election of One (1) Statutory Auditor
Mr.Yasunori Aiba, a Statutory Auditor of the Company, will expire at the conclusion of this General Meeting of
Shareholders.
Shareholders are therefore requested to elect the following one (1) Statutory Auditor. The Board of Statutory
Auditor has already approved this proposal.
The candidate for Statutory Auditor is as follows.
CandidatenumberName(Date of birth)

Personal History, Positions, and Significant Concurrent
Positions

1

Yasunori Aiba
(May 24, 1949)

Apr. 1974
Mar.2003[Reappointment]

Mar.2007
Feb.2009
Apr.2009
Jan.2011
Mar.2014
Apr.2016
Jun.2016
Apr.2017
Apr.2018

Apr.2019
Apr,2020
Mar.2024

joined Suntory Ltd.
Director and General Manager Beer Business, Suntory
Ltd.
Senior Officer and Division Manager Capital Area
Sales, Suntory Ltd.
Senior Officer, Suntory Holdings Ltd.
President and Representative Director, Suntory
Spirits Ltd.
Executive Director, Suntory Holdings Ltd.
Vice President and Director, Suntory Holdings Ltd.
Chairman and Representative Director, Suntory
Business Expert Ltd.
Statutory Auditor, the Company(incumbent)
Vice President and Representative Director, Suntory
BWS Ltd.
Corporate Adiviser, Suntory Holdings Ltd.
Chairman and Representative Director, Suntory
Corporate Business Ltd.
Executive Advisor, Suntory Holdings Ltd.
Senior Advisor, Suntory Holdings Ltd. (incumbent)
Outside Director, Hotland Co., Ltd. (incumbent)

Number ofCompany’s
SharesOwned

1,100 Shares<Important concurrent positions>
Senior Advisor, Suntory Holdings Ltd.
Outside Director, Hotland Co., Ltd.
Reasons for candidacy for Outside Director
He possesses extensive knowledge and a high level of experience in corporate management and has been
serving as the Senior Advisor, Suntory Holdings Ltd. The Company expects that he will help to enhance theCompany's audit system and corporate governance through his high level of experience and insight into
administrative affairs. With such expectations, the Company has selected him as a candidate for Statutory
Auditor.
1.
2.
3.
4.
5.

There is no special interest between any of the candidates and the Company.
Mr. Yasunori Aiba is the candidate for Outside Director.
Mr. Yasunori Aiba is currently serving as an Outside Director at the Company, and his term of office will be eight years asof the close of this meeting.
The Company has registered Mr. Yasunori Aiba at the Tokyo Stock Exchange as the Independent Director stipulated by
Tokyo Stock Exchange Group, Inc., and he continues to be the Independent Director if he is elected as originally proposed.
The Company has entered into a contract with Mr. Yasunori Aiba pursuant to Article 427, paragraph (1) of the Companies
Act and Article 26 of the articles of incorporation to limit their liability for damages as stipulated in Article 423, paragraph(1) of the Companies Act, setting the minimum liability amount stipulated by Article 425, paragraph (1) of the Companies
Act as the maximum liability based on the above contract. If he is elected, the Company plans to continue such contract
with him.

106.

The Company has concluded a directors and officers liability insurance policy as stipulated in Article 430-3, Paragraph 1of the Companies Act with an insurance company, in which claims for damages arising from the performance of his or her
duties will be covered. If the candidates are elected as originally proposed, they will be included in the policy as insureds.
The Company plans to renew the contract with the same provisions in the middle of their terms of office.

11

Proposal 4: Election of Two (2) Substitute Statutory Auditors
The Company requests approval for the election of one Substitute Statutory Auditor, to provide for the casewhere the number of incumbent auditors becomes less than the stipulated in laws and regulations.
Candidates for Substitute Statutory Auditors are as follows, Toshio Tanaka is a candidate for full-time Company
Auditor Yukio Miya and Akifumi Taniguchi is a candidate for Outside Corporate Auditor Yasunori Aiba and/or
Kanetsugu Mike if he/they is(are) elected as originally proposed.
The board of Statutory Auditors has consented to this proposal. Candidates for Substitute Statutory Auditors
are as follows:
CandidatenumberName(Date of birth)

Personal History, Positions, and Significant Concurrent
Positions

Number ofCompany’s
SharesOwnedjoined the Company
Senior Manager Corporate Planning, the Company
100 Shares
Senior Manager Corporate Planning and Senior
Manager Human Resources, the Company
General Manager Human Resources, the Company
Jan.2017(incumbent)
Reasons for candidacy for Substitute Statutory Auditors
He possesses extensive experience in the administrative affairs of the Company. The Company expects that hewill help to enhance the Company's audit system and corporate governance through his high level ofexperience and insight into administrative affairs. With such expectations, the Company has selected him as a
candidate for Substitute Statutory Auditors.

1

Toshio Tanaka(February 19, 1967)

Mar. 1990
Jun. 2014
Apr.2016

registered as a Lawyer (Osaka Bar Association)joined the Kitahama Partners Office ( currently
Kitahama Partners Osaka Office)transferred to Kitahama Partners Tokyo OfficeJan.2007Partner, Kitahama Partners (incumbent)
Jan.2012[Outside]
Outside Audit, Urban Vision Co., Ltd. (currently
Dec.2017
Livenup Group Co., Ltd.) (incumbent)[Independent]
Outside Director, Delta-Fly Pharma Co., Ltd.
Jun. 2021(incumbent)
Reasons for candidacy for Substitute Statutory Auditors
He possesses high specialist knowledge and extensive experience in corporate legal affairs as an attorney atlaw. The Company expects that he will help to strengthen the Company's audit system and corporate
governance through his high level of expertise and experience and that he will supervise management from an
outside and independent position and provide appropriate advice at the time of making decisions at the Boardof Directors meetings. With such expectations, the Company has selected him as a candidate for SubstituteStatutory Auditors.
Oct. 2004

2

Akihito Taniguchi(October 28, 1976)

1.
2.
3.

4.

There is no special interest between any of the candidates and the Company.
Mr. Akihito Taniguchi meets the requirement for Independent Directors stipulated by Tokyo Stock Exchange Group, Inc.,and the Company plans to register him as the Independent Director when he is appointed to be an Outside Auditor.
The Company plans to enter into a contract with Mr. Akihito Taniguchi pursuant to Article 427, paragraph (1) of theCompanies Act and Article 35 of the articles of incorporation to limit their liability for damages as stipulated in Article
423, paragraph (1) of the Companies Act, setting the minimum liability amount stipulated by Article 425, paragraph (1)of the Companies Act as the maximum liability based on the above contract.
The Company has concluded a directors and officers liability insurance policy as stipulated in Article 430-3, Paragraph 1of the Companies Act with an insurance company, in which claims for damages arising from the performance of his or her
duties will be covered. If Mr. Toshio Tanaka and/or Mr. Akihito Taniguchi are elected and appointed, they will be includedin the policy as insureds.

12

Proposal 5: Determination of the Amount and Details of Stock Compensation for Directors
1. Reasons for the Proposal and its Reasonability
The compensation for the Company's directors was approved at the 114th Ordinary Shareholders' Meetingon June 26, 2008, with an annual cap of up to 250 million yen, excluding salaries for directors who also
serve as employees. In addition to this limit, the Company proposes introducing a stock compensation plan("the Plan") where directors (excluding outside directors, as referred to hereafter in this proposal) will be
granted company stock as part of their compensation. The Company has established a basic policy for
determining executive compensation, outlined on page 12 of the business report. When this proposal isapproved, the Company amends the content to align with the "Basic Policy on Executive Compensation"
detailed on page 46 of the shareholder meeting reference materials. This proposal is consistent with therevised policy and aims to enhance directors' focus on contributing to the Company's medium- to long-term
performance improvement and increase in corporate value, making its introduction appropriate.
Upon the approval of Proposal No. 2, "Appointment of 8 Directors," 7 directors will be eligible for the Plan.
2. Amount and Details of Compensation under the Plan
(1) Overview of the Plan
This plan is a stock compensation plan where the Company funds a trust to acquire company shares. Theseshares are then distributed to directors based on their position and performance targets. Directors receive
company shares and cash equivalent to the shares' value corresponding to the points they earn.
See section (2) below for more details.
● Compensation Recipients under the Plan:
Directors of the Company, excluding outside directors● Impact of the Plan on the Total Number of Shares Issued:① Upper Limit of Contribution to be funded to the trust:
A total of 180 million yen for a five-year period② Upper Limit on the Number of Shares Granted to Directors and Method of Acquisition of Shares:- The total number of shares granted to directors over five fiscal years is capped at 45,000 shares.
- The total number of points granted to directors per fiscal year is capped at 9,000 points.
- The total number of points is equivalent to approximately 1.3% of the outstanding shares of theCompany, as of March 31, 2024 (after deducting treasury stock).
- Shares to be used for the Plan will be acquired from the stock market or directly from theCompany.
③ Performance Achievement Measurement:- Performance Achievement will be measured within the range of 150% to 0% based on the degree ofachievement of Performance Targets.
- Performance Targets are evaluated based on indicators such as “Ordinary Income”.
④ Timing of Issuance of Shares to Directors:- Shares to directors are primarily issued upon retirement.

13

- Shares acquired through the Plan must be held for one year after retirement.
(2) Upper Limit of Cash Contribution by the Company
This plan will cover five consecutive fiscal years (initially from the fiscal year ending March 31, 2025, to thefiscal year ending March 31, 2029, and for subsequent five-fiscal-year periods if the trust period is
extended). The period covered by the Plan will be referred to as the "Target Period." The Company will
establish a trust (hereinafter referred to as "the Trust") for a term of 5 years, with a total cash limit of 180
million yen per Target Period allocated as compensation to directors who meet the beneficiary
requirements. The trust will, at the direction of the trustee, use the entrusted funds to acquire theCompany's stock either from the stock market or directly from the Company. During the trust period, theCompany will grant points to directors each year based on their position and performance targets achieved
and will issue shares or equivalent assets corresponding to the points from the Trust. Upon the expirationof the trust period of the Trust, the Trust may be continued by amending the trust agreement and making
additional contributions to the Trust instead of establishing a new Trust. In such a case, the Trust period
will be extended for the same duration as the initial trust period, and the subsequent five fiscal years will be
designated as the new Target Period. The Company will make additional contributions within the total
range of 180 million yen for each extended trust period and will continue to grant points to directors andissue Company shares during the extended trust period. However, when additional contributions are made,the total amount of Company shares (excluding Company shares equivalent to points granted to directorsthat have not been issued before the extension) and money remaining in the Trust property before theextension (referred to as "remaining shares") exists, the total amount of the remaining shares and the Trust
funds the Company will additionally contribute shall not exceed 180 million yen.
(3) Calculation Method and Upper Limit of Shares Granted to Directors
The number of shares of the Company to be granted to directors will be determined based on points
awarded each year, depending on factors such as their position and achievement of performance targets.
One (1) point equals one (1) share of the Company's common stock, and in the event of an increase or
decrease in the number of shares due to stock splits, mergers, etc., during the trust period, the Company
will adjust the number of shares, etc., to be granted accordingly.
The total limit for the number of points to be granted to directors per fiscal year is 9,000 points. Therefore,
the total number of shares, etc., of the company to be granted to directors is capped at 45,000 shares over a
period of 5 fiscal years.
(4) Method and Timing of Issuing Shares to Directors
Directors who meet the beneficiary requirements shall receive, from this trust, the issuance of a number ofcompany stocks equivalent to the points granted, through the prescribed beneficiary confirmation
procedures conducted at a certain time each year. Such directors shall receive the issuance of company
shares equivalent to a certain percentage of the granted points, and for the remaining company sharesequivalent to the points, they shall receive the payment of cash equivalent to the disposal value afterconversion within this trust. In the event of a director's death during the trust period, all company shares

14equivalent to the granted points shall be converted within this trust, and the payment of cash equivalent to
the disposal value shall be made to the inheritor of the director.
(5) Voting Rights on Shares in the Trust
Voting rights on shares held in the Trust will not be exercised during the trust period to ensure neutrality inmanagement.
(6) Other Provisions of the Plan
Any other matters concerning the Plan will be determined by the Board of Directors as necessary, including
the establishment of this trust, amendments to the trust agreement, and additional contributions to theTrust.
[Reference] Executive Compensation Policy
The Company has established the "Basic Policy on Determination of Executive Compensation," the outline ofwhich is detailed on page 12 of the business report. When Proposal No. 5 receives approval, the Company willrevise the policy as outlined below.
Director compensation within the Company is determined in line with their roles and responsibilities, within
the overall compensation framework approved by the shareholders' meeting. This takes into account theCompany's operational performance and prevailing economic conditions. The policy for setting executive
compensation and the annual director compensation package are both decided upon by the Board of Directors.
Director compensation in the Company consists of the following components:
1. Base Compensation: A fixed monthly payment applicable to all directors.
2. Annual Bonuses: Monetary rewards for directors (excluding outside directors) designed to boost
performance motivation, based on their achievements and contributions during the fiscal year.
3. Stock Compensation: Equity incentives for directors (excluding outside directors) aimed at fostering along-term commitment to enhancing corporate performance and value. These are determined based on
performance achievements during the fiscal year and are received upon retirement.
Auditor compensation is composed solely of Base Compensation, considering the position of auditors andproviding stable treatment unaffected by performance. The compensation for auditors is determined throughdiscussions among the auditors.
The limits on director compensation were set at the 114th Ordinary General Meeting of Shareholders held on
June 26, 2008, and at the 130th Ordinary General Meeting of Shareholders held on June 21, 2024, as follows:- Director Monetary Compensation: Up to 250 million yen annually- Stock Compensation: Up to 180 million yen over 5 fiscal years, and up to 45,000 shares over 5 fiscal years(excluding outside directors)
The limits on auditor compensation were determined at the 114th Ordinary General Meeting of Shareholders
held on June 26, 2008, as follows:- Auditor Monetary Compensation: Up to 50 million yen annually15

Additional information:

Skills matrix of Directors and Auditors

The Board of Directors of the Company is to propose the candidates with management skills from theCompany's business in sales, management, and cooking, and the candidates with advisory skills acquired
through their experiences from outside of the Company.
Below is the Board Members’ Skill Matrix in the case where the candidates for Board Members in Proposal No.

ESG /Sustainability.

Banquet/Restaurant
operation

Sales andMarketing

Hospitality
industry/Intercultural

Risk
management

Position andResponsibility
in theCompany

Finance/accounting

Name

Corporate
management

2 and the candidate for the auditor in Proposal No. 3 are elected at this General Meeting of Shareholders.

Board of Directors
Noriaki Watanabe

Kentaro Yamaguchi

President andRepresentative
Director
Representative
Executive
Director
SeniorDirector
Director

Yutaka Yoshida

Director

Tetsuji Saito

Director

Nozomi Ebihara

Director

Yoshishige
Shimatani
Naoto Aiba

OutsideDirector
OutsideDirector
OutsideDirector

Terunori Suzuki

Masahiro Hoshino

Tomomi Fukumoto

●
●

●
●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●
●

●

●

●

●

●
●

●

●

Board of Auditors
Yukio Miya

full-timecompany●●●
auditors
Yasunori Aiba
Outside●●●Auditor
Kanetsugu Mike
Outside●●●Auditor* The table is to show the expertise of board members making up the Board of Directors and Auditors in the form ofa matrix, and the main skills possessed by or expected from each board member are marked with a circle “●”.
* The above is not intended to be a comprehensive list of the insight and experience of each candidate and currently
serving Directors and Auditors. Therefore, the number of the circle “●” is limited to three or less for each member.

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