This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 7532
Date of sending by postal mail: September 11, 2024
Start date of measures for electronic provision: September 5, 2024

To Our Shareholders
Naoki Yoshida
President and Representative Director

Pan Pacific International Holdings
Corporation(Head office)2-19-10 Aobadai, Meguro-ku, Tokyo(Headquarter)
2-25-12 Dogenzaka, Shibuya-ku, Tokyo
Notice of Convocation of the 44th Ordinary General Meeting of Shareholders
We are pleased to announce that the 44th Ordinary General Meeting of Shareholders of Pan
Pacific International Holdings Corporation (the “Company”) will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting ofshareholders, etc. (items for which measures for providing information in electronic format are to
be taken) in electronic format, and posts this information on the Company’s website and thewebsite of Tokyo Stock Exchange, Inc. (TSE). Please access either of the websites by using theinternet address shown below to review the information.
The Company’s website:
https://ppih.co.jp/ir/stock/meeting/ (in Japanese)(From the above website, select “Shareholders’ Meeting,” and then “FY2024 (July 1, 2023 - June30, 2024).”)
TSE website:
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Pan PacificInternational Holdings” in “Issue name (company name)” or the Company’s securities code“7532” in “Code,” and click “Search.” Then, click “Basic information” and select “Documents for
public inspection/PR information.” Under “Filed information available for public inspection,”click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)1

If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc.
or in writing (via postal mail). Please review the attached Reference Documents for the General
Meeting of Shareholders and exercise your voting rights by 6:00 p.m. September 26 (Thursday),
2024.
1.

Date and Time:

September 27 (Friday), 2024, 10:00 a.m.

2.

Place:

Fuji-no-ma (2nd floor), Meiji Kinenkan
2-2-23 Moto-Akasaka, Minato-ku, Tokyo

3.

Agenda for the Meeting
Matters to be reported:
1.
The Business Report, the Consolidated Financial Statements and Audit Reports of theConsolidated Financial Statements by the Accounting Auditors and the Audit andSupervisory Committee for the 44th Fiscal Term (July 1, 2023 to June 30, 2024)
2.
The Non-Consolidated Financial Statements for the 44th Fiscal Term (July 1, 2023 toJune 30, 2024)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Ten (10) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 4:
Election of Four (4) Directors Who Are Audit and Supervisory
Committee Members

 For those attending, please present the Voting Rights Exercise Form to be sent with this notice on attendance to thereceptionist.
 If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of theitems before and after the revisions will be posted on the Company’s aforementioned website and the TSE website.
 Among the items subject to measures for electronic provision, the following items are not included in the paper-based
documents to be delivered to shareholders pursuant to laws and regulations and Article 15 of the Company’s Articles ofIncorporation.
1) System to Ensure the Properness of Operations and the Operational Status of the System in the Business Report2) 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 auditedby the Audit and Supervisory Committee for its audit report and the Accounting Auditors for their accounting audit report
include the above items in addition to the contents of the paper-based documents to be delivered to shareholders.
For details on the shareholder special benefit program, please refer to “Guide to Shareholder Special Benefit Program”
enclosed in the “Shareholder Related Materials” to be sent after the General Meeting of Shareholders.

2Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company considers the return of profits to shareholders to be one of its most important tasks.
In addition to working to increase its retained earnings, which takes strengthening its corporate
structure and development of future business into consideration, the Company emphasizes stableshareholder returns.
The Company’s consolidated net sales for the 44th Fiscal Term surpassed 2 trillion yen. To
express our gratitude for the constant support received from shareholders, the year-end dividendof the 44th Fiscal Term is proposed to be 25 yen per share, adding a commemorative dividend of 9
yen to the ordinary dividend of 16 yen.
(1)

Type of dividend property
Cash

(2)

Matter and total amount regarding dividend property’s allocation to shareholders
Cash payment of dividend per share: 25 yen per common share of the Company (ofwhich, 16 yen common, 9 yen commemorative)
Total amount: 14,923,882,200 yen(3)Effective date of dividend payment
September 30, 2024

3

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reason for the Proposal
The Company relocated its headquarter functions from 2-19-10 Aobadai, Meguro-ku, Tokyo,
current head office location, to 2-25-12 Dogenzaka, Shibuya-ku, Tokyo on May 13, 2024, andthe location of head office stipulated in Article 3 of the current Articles of Incorporation will
be changed to reflect the actual head office operations.
2. Description of the Amendments
The Company proposes that the Articles of Incorporation of the Company be amended asfollows:(Amendments are underlined)
Proposed Amendments

Current Articles of Incorporation(Location of Head Office)(Location of Head Office)

Article 3 The head office of the Company shall belocated at Meguro-ku, Tokyo.

Article 3 The head office of the Company shall belocated at Shibuya-ku, Tokyo.

4Proposal No. 3: Election of Ten (10) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
The terms of office of all seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members; applicable to the rest of this proposal) will expire at the conclusion of thismeeting. In that regard, the Company proposes the election of ten (10) Directors, increasing thenumber of Directors by three (3) to enhance its management system.
As for this proposal, the Audit and Supervisory Committee of the Company has judged that all the
candidates for Directors are eligible.
The candidates for Directors are as follows:
No.
1

2

3

4

5

6

7

Current position and areas of responsibility in
the Company
President and CEO
Naoki Yoshida
Reelection
Representative Director
Director, Managing Executive Officer, CSO
and Acting CFO
Hideki Moriya
Reelection
Head of Management Strategy Headquartersand Head of Executive Committee
Managing Executive Officer, Head ofCorporate Philosophy Promotion
Kosuke Suzuki
New election
Headquarters and Head of New Format
Development Headquarters
Managing Executive Officer, Head of GMS
Ken Sakakibara
New election
Business and Domestic Business Co-CMO
Director, Senior Managing Executive Officer
Kazuhiro
and CMO (Global)
Reelection
MatsumotoHead of Overseas Business and North
America BusinessDirector, Managing Executive Officer and
CAO
Yuji Ishii
Reelection
Head of Finance, Financial Accounting,Accounting and General Affairs
Director and Executive Officer
Hitomi Ninomiya Head of Diversity Management Committee
Reelectionand Head of DesignName

8 Isao Kubo
9 Takao Yasuda
10 Yusaku Yasuda
New election
Candidates for new Directors

Outside Director

Reelection

Director (non-standing)Founding Chairman and Supreme Advisor–

5

Independent

Reelection
New election

OutsideCandidates for Outside Directors

Reelection
Candidates for Directors to be reelected

OutsideIndependent
Candidates for independent officer

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

Graduated from College of Liberal Arts,
International Christian University
Graduated from INSEAD (MBA)
December 1995
Joined McKinsey & Company Inc.
Japan
Joined Union Bancaire Privée
March 1997
Established Alter Ego Consulting Co.,
August 2002
Ltd.
President and Representative Director
President and Representative Director
February 2003of T-ZONE HOLDINGS, INC.
Joined the Company
July 2007
Head of Overseas Business
Headquarters
70,200President of Don Quijote (USA) Co.,
sharesLtd.
September 2012 Director of the Company
Number of
Naoki Yoshida
November 2013 Senior Managing Director of thedilutive(December 7, 1964)
Company
shares held:
Director of Don Quijote Co., Ltd.
December 2013
150,300
Director of Nagasakiya Co., LTD.
shares(current position)
Senior Managing Director and CCO of
July 2015
the Company
Senior Managing Director, CAO andJanuary 2018
Representative Director of theCompany
Director of UNY Co., Ltd. (current
January 2019
position)
September 2019 President, CEO and Representative
Director of the Company (current
position)
President and Representative Directorof Don Quijote Co., Ltd. (current
position)(Reasons for nomination as candidate for Director)
Naoki Yoshida has a performance record of playing a key role in supporting many aspects of theGroup, such as the divisions responsible for compliance and governance including the Group’s legal
affairs and labor affairs, the divisions in charge of finance, accounting and tax affairs, and theGroup’s strategic planning division both inside Japan and overseas. As President, CEO and
Representative Director, he is promoting a series of new strategies, including management
integration, and organizational reforms to facilitate the delegation of authority and the developmentof the next generation of leaders. In addition, he possesses abundant experience and broad insight inrelation to corporate management based on his successive service as president at various companies.
Accordingly, the Company deems that he is an appropriate person for promoting further
improvement in the Group’s corporate value going forward, and has continued to nominate him as a
candidate for Director.
March 1988

1

Number oftheCompany
shares held

6

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

Graduated from the Faculty ofCommerce, Chuo University
Joined the Company
General Manager of Chiba Branch,
July 2007
Sales Headquarters of the Company
Head of Logistics Division of theAugust 2009
Company
Head of Promotion Strategy Division ofJuly 2010
the Company
Head of Fair Trade Division of the
December 2010
Company
September 2019 Executive Officer of the Company
November 2019 General Manager of Operation
Management Headquarters of theCompany (current position)
2,500
General Manager of Risk Management
sharesHeadquarters of the Company
Managing Executive Officer, Head ofJuly 2020
Hideki Moriya
Management Strategy Headquarters and Number of(September 23, 1977)
dilutive
Head of Executive Committee of theshares held:
Company
9,600
General Manager of IT Support
sharesHeadquarters of the Company
September 2020 Director, Managing Executive Officer,
Head of Management Strategy
Headquarters and Head of Executive
Committee of the Company
Director of Don Quijote Co., Ltd.
July 2021(current position)
Director, Managing Executive Officer,
October 2022
CSO, Head of Management StrategyHeadquarters and Head of Executive
Committee of the Company
Director, Managing Executive Officer,
January 2024
CSO, Acting CFO, Head ofManagement Strategy Headquarters andHead of Executive Committee of theCompany (current position)(Reasons for nomination as candidate for Director)
Hideki Moriya possesses abundant experience and a performance record during his service mainlyin the Group’s retail division, notably his store operational experience and subsequently, his service
in various top positions related to back office operations, including logistics, sales promotion andtrade management. He is currently in charge of constructing and promoting management strategies
for the Group as a whole. Accordingly, the Company deems that he is an appropriate person for
promoting further improvement in the Group’s corporate value going forward, and has continued tonominate him as a candidate for Director.
March 2000

2

Number oftheCompany
shares held

7

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

Graduated from the Faculty ofEngineering, Chiba Institute ofTechnology
Joined the Company
Category Leader of Section 1 Business
October 2009
Division, Sales Headquarters of theCompany
General Manager of Saikyo Branch,
February 2013
Sales Headquarters of the Company
Director of Don Quijote Holdings
July 2015
Retail Management Co., Ltd.
September 2017 Director of the Company
September 2018 Executive Officer of the Company
19,500
Director of UNY Co., Ltd.
January 2019
sharesPresident and Director of UD Retail
Number of
Kosuke Suzuki
Co., Ltd.
dilutive(September 30, 1976) July 2020
Vice President and Representative
shares held:
Director of UD Retail Co., Ltd.
13,400Senior Executive Officer of theJuly 2021
sharesCompany
Director of Don Quijote Co., Ltd.
September 2022 Vice President and Representative
Director of Don Quijote Co., Ltd.
(current position)
Managing Executive Officer, Head of
October 2022
Corporate Philosophy Promotion
Headquarters and Head of New Format
Development Headquarters of theCompany (current position)
September 2023 President and Representative Directorof UD Retail Co., Ltd. (current
position)(Reasons for nomination as candidate for Director)
Kosuke Suzuki possesses abundant experience and a performance record. Notably, he waspreviously engaged in merchandise strategies and store operation mainly in the Group’s retail
division and he currently oversees the DS business. Accordingly, the Company deems that he is anappropriate person for promoting further improvement in the Group’s corporate value going
forward, and has newly nominated him as a candidate for Director.
March 2000

*3

Number oftheCompany
shares held

8

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

Graduated from the Faculty of Business
Administration, Tokyo Keizai
University
Joined the Company
October 1997
Director of Don Quijote Holdings
July 2015
Retail Management Co., Ltd.
Executive Officer of the Company
January 2018
General Manager of Food and Liquor
June 2019
Merchandising Development
Headquarters of Don Quijote Co., Ltd.
September 2019 Director, Managing Executive Officer
and COO of the Company
Senior Managing Director of Don
Quijote Co., Ltd.
Director of Nagasakiya Co., LTD.
(current position)
600
Director, Managing Executive Officer
July 2020
sharesand CMO (Non-Food) of the Company
Senior Managing Director and COO of
Number of
Ken Sakakibara
Don Quijote Co., Ltd.
dilutive(June 6, 1971)
September 2020 Director of UNY Co., Ltd.
shares held:
Director of Don Quijote Co., Ltd.
July 2021
12,000
September 2021 Senior Executive Officer, Co-CMO andsharesANSWER MAN Committee Memberof the Company
September 2022 Senior Executive Officer, Domestic CoCMO and ANSWER MAN Committee
Member of the Company
Director of UNY Co., Ltd.
Director of REALIT Co., Ltd. (current
position)
September 2023 Vice President and Director of UNY
Co., Ltd.
Managing Executive Officer, Head of
October 2023
GMS Business, Domestic Co-CMO andANSWER MAN Committee Memberof the Company (current position)
President and Representative Directorof UNY Co., Ltd. (current position)(Reasons for nomination as candidate for Director)
Ken Sakakibara possesses abundant experience and a performance record. Notably, he waspreviously engaged in merchandise strategies and store operation mainly in the Group’s retail
division and he currently oversees the GMS business. Accordingly, the Company deems that he isan appropriate person for promoting further improvement in the Group’s corporate value going
forward, and has newly nominated him as a candidate for Director.
March 1997

*4

Number oftheCompany
shares held

9

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

Graduated from Nihon Kogakuin
College
Joined the Company
January 1996
Executive Officer of Don Quijote Co.,
December 2013
Ltd.
Director of Don Quijote Holdings
July 2015
Retail Management Co., Ltd.
General Manager of Food and Liquor
April 2017
Merchandising Development
Headquarters of Don Quijote Co., Ltd.
Executive Officer of the Company
January 2018
General Manager of Food and Liquor
February 2019
Merchandising Development
Headquarters and Overseas Business
16,700Support Headquarters of Don Quijote
sharesCo., Ltd.
Director of Kanemi Co., Ltd.
June 2019
Number of
Kazuhiro Matsumoto
Director, Managing Executive Officer
September
2019
dilutive(November 15, 1973)
and CMO (Global) of the Company
shares held:
Vice-President and COO/Director of
July 2020
2,100
Pan Pacific Retail Management (Asia)
sharesPte. Ltd. (current position)
Director, Senior Managing Executive
July 2021
Officer, CMO (Global) and Head ofOverseas Business of the Company
Director of Don Quijote Co., Ltd.
(current position)
November 2021 President/Director of Pan Pacific RetailManagement (USA) Co. (current
position)
Director, Senior Managing Executive
October 2022
Officer, CMO (Global) and Head ofOverseas Business and North America
Business of the Company (current
position)(Reasons for nomination as candidate for Director)
Kazuhiro Matsumoto possesses abundant experience and a performance record primarily in relation
to merchandise strategies and store operation both inside Japan and overseas, gained mainly in theGroup’s retail division. Accordingly, the Company deems that he is an appropriate person for
promoting further improvement in the Group’s corporate value going forward, and has continued tonominate him as a candidate for Director.
March 1995

5

Number oftheCompany
shares held

10

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

Graduated from the College of
Humanities and Social Sciences, Ibaraki
University
September 2008 Joined the Company
Manager of Financial Accounting
January 2013
Division, Administration Headquartersof Don Quijote Shared Services Co.,Ltd.
Deputy General Manager ofJuly 2015
Administration Headquarters of Don
Quijote Shared Services Co., Ltd.
Director of Don Quijote Holdings
Retail Management Co., Ltd.
General Manager of Administration
July 2016
Headquarters of Don Quijote Shared
2,800
Services Co., Ltd.
shares
September 2017 Director of the Company
Director of Don Quijote Shared
Yuji Ishii
Number ofServices Co., Ltd.
(August 17, 1972)
dilutive
General Manager of General
October 2017
shares held:
Accounting Headquarters of Don
13,500
Quijote Shared Services Co., Ltd.
sharesRepresentative Director of Don Quijote
February 2018
Shared Services Co., Ltd.
President and Representative Director
May 2019
of Pan Pacific Shared Service Co., Ltd.
September 2019 Director and Executive Officer of theCompany
Director, Managing Executive Officer
July 2021
and CAO of the Company
Audit and Supervisory Board Memberof Don Quijote Co., Ltd.
Director, Managing Executive Officer,
January 2024
CAO and Head of Finance, Financial
Accounting, Accounting and General
Affairs of the Company (current
position)(Reasons for nomination as candidate for Director)
Yuji Ishii possesses abundant experience and broad insight in relation to accounting, tax practices
and corporate planning gained primarily by overseeing the accounting and general affairs division,
mainly while working for the Group. Accordingly, the Company deems that he is an appropriate
person for promoting further improvement in the Group’s corporate value going forward, and has
continued to nominate him as a candidate for Director.
March 1995

6

Number oftheCompany
shares held

11

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

Graduated from the Faculty ofEngineering, Chiba University
Joined the Company
General Manager of Space Creation
April 2014
Division of Don Quijote Co., Ltd.
General Manager of Store Solution
July 2018
Management Division of Don Quijote
Co., Ltd.
7,500
Hitomi Ninomiya
November 2019 Manager of Space Design Division ofshares(March 31, 1983)
the Company
November 2020 Executive Officer, Head of Design andHead of Diversity Management
Committee of the Company
September 2021 Director, Executive Officer, Head ofDiversity Management Committee andHead of Design of the Company(current position)(Reasons for nomination as candidate for Director)
Hitomi Ninomiya possesses abundant experience, having managed a broad range of design-related
operations ranging from the exteriors and interiors of stores to merchandise at companies in theGroup. At the same time, she serves as a Head of Diversity Management Committee, whichprimarily promotes women’s participation and advancement in the workplace, and works on
initiatives, such as support for LGBTQ+, promotion of seniors’ and foreigners’ participation andadvancement in the workplace, and promotion of the employment of people with disabilities.
Accordingly, the Company deems that she is an appropriate person for promoting further
improvement in the Group’s corporate value going forward, and has continued to nominate her as a
candidate for Director.
March 2005

7

Number oftheCompany
shares held

12

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)
March 1982
April 1982
April 2005
April 2008
April 2011

April 2013
April 2016
April 20178

Isao Kubo(October 19, 1958)
May 2017

September 2017

March 2018

May 2018

Graduated from the School of
Economics, Kwansei Gakuin University
Joined ITOCHU Corporation
General Manager of Brand Marketing
Department 3 of ITOCHU Corporation
General Manager of Planning &Coordinating Department, Textile
Company of ITOCHU Corporation
Vice President and Chief Administrative
Officer of ITOCHU International Inc.
and President & CEO of ITOCHU
Canada Ltd.
Executive Officer and General Manager
of Corporate Planning & Administration
Division of ITOCHU Corporation
Managing Executive Officer andGeneral Manager of Internal Audit
Division of ITOCHU Corporation
Director, Managing Executive Officer,
General Manager of Management
Division, Chairman of Risk
Management & Compliance
Committee, Chairman of Corporate
Social Responsibility Committee andAssistant General Manager ofCorporate Planning Division of former
FamilyMart Co., Ltd.
Managing Executive Officer andAssistant General Manager of General
Affairs and Human Resources Divisionof FamilyMart UNY Holdings Co., Ltd.
(currently FamilyMart Co., Ltd.)Managing Executive Officer andGeneral Manager of Corporate Planning
Division of FamilyMart UNY Holdings
Co., Ltd. (currently FamilyMart Co.,Ltd.)
Senior Managing Executive Officer andGeneral Manager of Corporate Planning
Division of FamilyMart UNY Holdings
Co., Ltd. (currently FamilyMart Co.,Ltd.)
Director, Senior Managing Executive
Officer, General Manager of Corporate
Planning Division and General Manager
of International Business Division offormer FamilyMart Co., Ltd.
Director, Senior Managing Executive
Officer and General Manager ofCorporate Planning Division of
FamilyMart UNY Holdings Co., Ltd.
(currently FamilyMart Co., Ltd.)

13

Number oftheCompany
shares held–
sharesNo.

Name(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

Number oftheCompany
shares held

Director, Senior Managing Executive
Officer, Chief Strategy Officer andGeneral Manager of Corporate Planning
Division of FamilyMart UNY Holdings
Co., Ltd. (currently FamilyMart Co.,Ltd.)
September 2020 Outside Director of the Company(current position)
Advisor of FamilyMart Co., Ltd.
April 2021
Standing Audit & Supervisory Board
June 2021
Member of ITOCHU ENEX CO., LTD.
Senior Managing Executive Officer andJune 2024
Group President of Corporate Planning& Administration Group of SKY
Perfect JSAT Corporation (current
position)(Reasons for nomination as candidate for Outside Director and outline of roles expected)
Isao Kubo possesses abundant insight related to corporate management, having engaged incorporate planning and audit-related services for many years at ITOCHU Corporation, and held
important posts such as Managing Executive Officer and General Manager of Internal Audit
Division at that same company and Chief Strategy Officer and General Manager of Corporate
Planning Division of FamilyMart Co., Ltd. The Company expects that through making use of suchabundant experience and broad insight concerning corporate management, he will supervise andgive advice concerning the performance of duties by Directors from an objective standpoint, and has
continued to nominate him as a candidate for Outside Director.
May 2019

14

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

Graduated from the Faculty of Law,
Keio University
September 1980 Established Just Co., Ltd. (currently Pan
Pacific International Holdings
Corporation)
President and Representative Director
September 2005 Chairman, Representative Director and
CEO of the Company
Chairman of Yasuda Scholarship
December 2005
Foundation (current position)
Chairman, President, Representative
April 2013
Director and CEO of the Company
President and Representative Director
August 2013of Don Quijote Preparatory Co., Ltd.
(currently Don Quijote Co., Ltd.)
Chairman and Representative Director
December 2013of Don Quijote Co., Ltd.
Chairman, Representative Director andJuly 2014
CEO of the Company–
Takao Yasuda
Founding Chairman and Supreme
July 2015
shares(May 7, 1949)
Advisor of the Company (current
position)
Director (Chairman, President andCEO) of Pan Pacific International
Holdings Pte. Ltd. (currently Pan
Pacific Retail Management (Singapore)
Pte. Ltd.)
President/Director of Pan PacificDecember 2018
Strategy Institute Pte. Ltd. (current
position)
Director (non-standing) of the Company
January 2019
(current position)
President of Pan Pacific Retail
April 2019
Management (Asia) Pte. Ltd.
Director, Chairman and CEO of Pan
July 2020
Pacific Retail Management (Singapore)
Pte. Ltd.
Chairman/Director of Pan Pacific Retail
March 2023
Management (Asia) Pte. Ltd. (current
position)(Reasons for nomination as candidate for Director)
Takao Yasuda is founder of the Company, created a new business format as a discounter, and has
driven the development of the Group. He is currently based in Singapore to lead overseas businessesof the Company. In order to further accelerate the business expansion overseas and make use of his
expertise, the Company has continued to nominate him as a candidate for Director.
March 1973

9

Number oftheCompany
shares held

15

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

Number oftheCompany
shares held

Participated in an internship at theCompany
Graduated from Brillantmont
June 2020
International School
Admitted to EHL Swiss School ofAugust 2022
Tourism and Hospitality
Participated in an internship at
October 2023–
Yusaku Yasuda
Dogenzaka Hotel Management Inc.
shares(September 4, 2001)(Hotel Indigo Tokyo Shibuya)
Director of Pan Pacific Retail
January 2024
Management (Asia) Pte. Ltd. (current
position)
Director of Pan Pacific Retail*10Management (USA) Co. (current
position)(Reasons for nomination as candidate for Director)
The Company believes that it is necessary to build a stable and constructive relationship with thefounding family in order to achieve growth of the Group. Furthermore, it is necessary for the Groupto have an awareness of the management structure for the next generation, and it is now time toconsider a generational change in the relationship with the founding family. In addition, going
forward, in order for the Group to continue raising the level of its high added value in the medium
to long term, it is essential to capture customers in the teens and twenties, and globalize. Therefore,
it is necessary to have a Director with youthful sensibility and a global perspective. Under thesecircumstances, the Company considers that Yusaku Yasuda, as a member of the founding family, has
the qualities of being able to not only leverage his youthful sensibility and international experiencebut also offer added value based on the Group’s philosophy. Therefore, the Company has newly
nominated him as a candidate for Director.
(Notes) 1. Person marked with an asterisk is a new candidate.
2. If any of the candidates hold dilutive shares (share acquisition rights granted as share-based
compensation stock options and paid-in stock options; however, this excludes the second paid-in
share acquisition rights that were not during the exercise period), the number of shares subject tothe dilutive shares held by each candidate will be notated as “Number of dilutive shares held” inthe “Number of the Company shares held” column.
3. The Company and its subsidiaries receive contribution related to seconded employees from Yasuda
Scholarship Foundation as it has seconded employees to Yasuda Scholarship Foundation, where
Director candidate Mr. Takao Yasuda serves as Chairman and Director candidate Mr. Yusaku
Yasuda serves as Vice Chairman. The amount of contribution related to seconded employees was
decided to be a reasonable amount of consideration after mutual consultation based on employee
salaries at the Company and its subsidiaries, where the employees are seconded from. There is no
special interest between each of the candidates other than above and the Company.
4. The Company provides various services involving hotel development business under contract toPalau Coral Club Co., Ltd., where Director candidate Mr. Takao Yasuda serves as Director, andreceives income in the form of service fees from Palau Coral Club Co., Ltd. The amount of suchservice fees is decided based on a reasonable consideration agreed upon by both parties.
5. Mr. Isao Kubo is a candidate for Outside Director.
6. Mr. Isao Kubo is currently an Outside Director of the Company, and his term in this position at theconclusion of this General Meeting of Shareholders will be four (4) years.
7. The former FamilyMart Co., Ltd. mentioned in the career summary of Mr. Isao Kubo refers to
FamilyMart Co., Ltd. which disappeared in an absorption-type merger with FamilyMart UNY
Holdings Co., Ltd. (currently FamilyMart Co., Ltd.) in September 2019.
8. The Company has reported to the Tokyo Stock Exchange that Mr. Isao Kubo has been appointed as
an independent officer as stipulated by the said exchange. The Company plans to continue to report
his independent-officer status to the said exchange, should his reelection be approved.
9. The Company has entered into a directors and officers liability insurance policy as set forth inJuly 201916

Article 430-3, paragraph (1) of the Companies Act with an insurance company. The policy covers
the litigation expenses and damages incurred by the insured due to third party lawsuits, shareholder
representative lawsuits, corporate lawsuits, etc. If each candidate is elected and assumes the officeas Director, each candidate will be included in the policy as an insured. When the policy isrenewed, the Company plans to renew the policy with the same details.

17

Proposal No. 4: Election of Four (4) Directors Who Are Audit and Supervisory Committee
Members
At the conclusion of this meeting, of the three (3) Directors who are Audit and Supervisory
Committee Members, the terms of office of Yasunori Yoshimura and Masaharu Kamo will expire.
Accordingly, the Company proposes the election of four (4) Directors who are Audit andSupervisory Committee Members, increasing the number of Directors who are Audit andSupervisory Committee Members by two (2) to strengthen and enhance its audit system.
As for this proposal, the Audit and Supervisory Committee of the Company has already given theirconsent to this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.

Name
Yasunori
1
Yoshimura
2 Masaharu Kamo
3 Takaki Ono

Position in the Company
Outside Director
Reelection(Audit and Supervisory Committee Member)
Outside Director
Reelection(Audit and Supervisory Committee Member)–

Outside Independent

New election Outside

4 Naoko Kishimoto –New election
Candidates for new Directors

Outside Independent

New election Outside Independent

Reelection
Candidates for Directors to be reelected

OutsideCandidates for Outside Directors

18

Independent
Candidates for independent officer

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)
March 1975
November 1995
June 2007
November 2010
June 2011
August 2011
October 2012

March 2013

1

Yasunori Yoshimura(January 26, 1949)

November 2013
April 2014

July 2015
September 2015
September 2016
May 2019

December 2019
April 2021
May 2023

Graduated from Keio University Schoolof Medicine
Professor of Keio University(Department of Obstetrics andGynecology, School of Medicine)
Chairperson of the Executive Board ofJapan Society of Obstetrics andGynecology
President of Japan Society for
Reproductive Medicine
Outside Director of ASKA
Pharmaceutical Co., Ltd.
President of Japan Society of
Gynecologic and Obstetric Endoscopy
and Minimally Invasive Therapy
Established YOSHIMURA BIOETHIC
INSTITUTE
Chairman of YOSHIMURA BIOETHIC
INSTITUTE (current position)
Special Advisor to the Cabinet (incharge of measures to counter the
declining birthrate and support forchild-raising)
Outside Audit and Supervisory Board
Member of the Company
Professor Emeritus of Keio University(Department of Obstetrics andGynecology) (current position)
Honorary Director of SHINYURIGAOKA General Hospital(current position)
Vice President of Fukushima Medical
University (current position)
Outside Director of the Company
Outside Director [Audit andSupervisory Committee Member] of theCompany (current position)
Representative Director ofChildbirth/Child-Raising
Comprehensive Support Promotion
Organization
Chairman of the Board of “1 more Babyohendan” foundation (current position)
Outside Director of ASKA
Pharmaceutical Holdings Co., Ltd.
(current position)
Outside Director of mederi Inc. (current
position)

19

Number oftheCompany
shares held–
shares

No.

Number oftheCompany
shares held
(Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory
Committee Member and outline of roles expected)
Although Yasunori Yoshimura has not been directly involved in corporate management other thanhaving served as an outside officer, he possesses experience that includes serving in such important
positions as Special Advisor to the Cabinet, Professor at a university, and President of various
learned societies. The Company expects that through making use of such insight, he will supervise
and give advice concerning the performance of duties by Directors from an objective standpoint,
and again nominates him as a candidate for Outside Director who is an Audit and Supervisory
Committee Member.
Name(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

20

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

Graduated from the Faculty of Law, The
University of Tokyo
Joined McKinsey & Company
April 1992
Director, Executive Vice President ofJune 1996
Nikkodo Co., Ltd.
November 2000 Director, Executive Vice President of
USEN CORPORATION
Executive Managing Officer of Lawson,
June 2010
Inc.
Senior Executive Managing Officer ofMarch 2014
Lawson, Inc.
November 2016 Representative Director of Office Kamo–
Masaharu KamoCo., Ltd. (current position)
shares(December 5, 1967)
Senior Advisor of Deloitte Tohmatsu
December 2016
Financial Advisory LLC
Partner of McKinsey & Company
July 2017
Executive Officer, Corporate Senior
April 2020
Vice President of Toshiba Corporation
September 2022 Outside Director [Audit andSupervisory Committee Member] of theCompany (current position)
Outside Director of AGEST, Inc.
March 2024
(current position)
External Director of JERA Cross Co.,May 2024
Inc. (current position)(Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory
Committee Member and outline of roles expected)
Masaharu Kamo has served in important positions at a consulting company and at an operatingcompany, and possesses abundant experience and broad insight related to corporate planning, etc. asa result of being involved in corporate management for many years. The Company expects thatthrough making use of such abundant experience and broad insight concerning corporate
management, he will supervise and give advice concerning the performance of duties by Directors
from an objective standpoint, and has continued to nominate him as a candidate for Outside Director
who is an Audit and Supervisory Committee Member.
March 1992

2

Number oftheCompany
shares held

21

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)
March 1988

April 1988
April 2016

April 2017

April 2018

April 2019*3

Takaki Ono(April 9, 1965)

April 2021

April 2022

April 2024
August 2024

Graduated from the Faculty of
Economics and Business
Administration, Yokohama City
University
Joined The Sumitomo Bank, Limited(currently Sumitomo Mitsui Banking
Corporation)
Executive Officer, General Manager of
Unit 1, Shinjuku Corporate Banking
Sales Department of Sumitomo Mitsui
Banking Corporation
Executive Officer, Head of Wholesale
Banking Department of Sumitomo
Mitsui Banking Corporation
Executive Officer, Head of Wholesale
Banking Planning Department of
Sumitomo Mitsui Financial Group, Inc.
Managing Executive Officer, Head ofWholesale Banking Department of
Sumitomo Mitsui Banking Corporation
Managing Executive Officer, Assistantto General Manager of Wholesale
Banking Business Division of
Sumitomo Mitsui Financial Group, Inc.
Managing Executive Officer, Deputy
Head of Wholesale Banking Unit (incharge of West Japan) of Sumitomo
Mitsui Banking Corporation
Managing Executive Officer, Assistantto General Manager of Wholesale
Banking Business Division of
Sumitomo Mitsui Financial Group, Inc.
Managing Executive Officer, Deputy
Head of Wholesale Banking Unit andGeneral Manager of Corporate Banking
Division of Sumitomo Mitsui Banking
Corporation
Managing Executive Officer, Deputy
General Manager of Wholesale Banking
Business Division of Sumitomo Mitsui
Financial Group, Inc.
Managing Executive Officer, in chargeof Private Advisory Division and in
charge of Transaction Business Divisionof Sumitomo Mitsui Banking
Corporation
Managing Executive Officer, in chargeof Settlement Planning Department of
Sumitomo Mitsui Financial Group, Inc.
Advisor of Sumitomo Mitsui Banking
Corporation
Outside Director of First-corporation
Inc. (current position)

22

Number oftheCompany
shares held–
shares

No.

Number oftheCompany
shares held
(Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory
Committee Member and outline of roles expected)
Takaki Ono has served in important positions at a bank and possesses abundant experience andbroad insight in the finance and financial fields. The Company expects that through making use ofsuch abundant experience and broad insight concerning the finance and financial fields, he willsupervise and give advice concerning the performance of duties by Directors from an objective
standpoint and provide support for finance strategy and financial strategy, and has newly nominatedhim as a candidate for Outside Director who is an Audit and Supervisory Committee Member.
Name(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

23

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)

Number oftheCompany
shares held

Graduated from the Faculty of Law,
Keio University
Graduated from Graduate School ofMarch 2007
Law, Kyoto University
Joined Nobunori Ishizaki Law Offices
January 2009
Joined Yamazaki Sogo Law Offices
July 2009
Joined Abe, Mukaihata & Suzuki Law–
Naoko Kishimoto
January 2011
Officesshares(December 4, 1981)
September 2016 Visiting Researcher of Law School,
Duke University, USA
Joined Yamazaki Sogo Law Offices
January
2019*4
Joined Hombo Law Office
January 2021
September 2022 Established Kishimoto Law Office,Representative (current position)(Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory
Committee Member and outline of roles expected)
Although Naoko Kishimoto has not been directly involved in corporate management, she is aqualified attorney at law, and possesses expert knowledge, broad experience, and also insight incompanies that operate globally. Accordingly, the Company expects she will provide support to theCompany utilizing her experience and insight as an attorney at law and based on her international
perspective, and has newly nominated her as a candidate for Outside Director who is an Audit andSupervisory Committee Member.
(Notes) 1. Person marked with an asterisk is a new candidate.
2. Director candidate Ms. Naoko Kishimoto’s name on her family registry is Naoko Kawamura.
3. There is no special interest between Mr. Takaki Ono or Ms. Naoko Kishimoto, and the Company.
4. Each candidate is a candidate for Outside Director of the Company.
5. Mr. Yasunori Yoshimura is currently Outside Director who is an Audit and Supervisory Committee
Member of the Company, and his term in this position at the conclusion of this meeting will benine (9) years. Before serving as Outside Director, he served a term of one (1) year and ten (10)months in the position of Outside Audit and Supervisory Board Member. Mr. Masaharu Kamo iscurrently an Outside Director who is an Audit and Supervisory Committee Member of theCompany, and his term in this position at the conclusion of this General Meeting of Shareholders
will be two (2) years.
6. Mr. Yasunori Yoshimura is Outside Director of mederi Inc. The Company subsidizes the costs of
low-dose birth control pills for female employees and the partners of employees of Group
companies in Japan as a benefit program through “mederi for biz,” which is an online birth control
pill prescription service provided by the said company. The Company introduced this program aspart of its efforts to create a comfortable working environment for women as it believes this will
support female employees in maintaining their mental and physical health and can create aworkplace where they can further demonstrate their abilities. Furthermore, the amount of these
expenses is negligible as it is approximately 5 million yen per year (less than 0.01% of theconsolidated net sales and selling, general and administrative expenses of the Company), and theCompany believes that Mr. Yoshimura has sufficient independence from the Company.
Mr. Masaharu Kamo is Representative Director of Office Kamo Co., Ltd. The Company has
concluded a service consignment agreement with the said institute regarding lecturers, etc. fortraining to the Group’s middle management-level employees, who could be the next generation ofmanagement. The details of this training include the base knowledge and approach to corporate
management and organizational operation, and matters related to the basis of accounting indicators,
etc. Human resource training for the next generation of managers is constantly a significant issue
for companies, and this training is carried out as a matter that has significance as it will support thesolving of this issue. The Company believes that Mr. Kamo is most suitable as a training lecturer
for this theme as he has work experience at a consulting company and experience as management
at an operating company. Furthermore, the amount of these service consignment expenses isnegligible as it is approximately 9 million yen per year (less than 0.01% of the consolidated net
March 200424

sales and selling, general and administrative expenses of the Company), and the Company believes
that Mr. Kamo has sufficient independence from the Company.
7. The Company has entered into a directors and officers liability insurance policy as set forth in
Article 430-3, paragraph (1) of the Companies Act with an insurance company. The policy covers
the litigation expenses and damages incurred by the insured due to third party lawsuits, shareholder
representative lawsuits, corporate lawsuits, etc. If each candidate is elected and assumes the officeas Director, each candidate will be included in the policy as an insured. When the policy isrenewed, the Company plans to renew the policy with the same details.
8. The Company has reported to the Tokyo Stock Exchange that Mr. Yasunori Yoshimura and Mr.
Masaharu Kamo have been appointed as independent officers as stipulated by the said exchange.
The Company plans to continue to report their independent-officer status to the said exchange,
should their reelection be approved. Furthermore, Ms. Naoko Kishimoto satisfies the requirements
for an independent officer as provided for by Tokyo Stock Exchange, and the Company plans todesignate her as an independent officer if her election is approved.

25

(Reference) Skill Matrix for the Board of Directors After the General Meeting of Shareholders

Management

Sales/
Merchandise/Marketing

Legal affairs/
Compliance/
Risk
Management

Treasury/
Accounting/
Finance

Globalexperience

Human
resource
management

ESG/
Diversity

Naoki
Yoshida

●

●

●

●

●

●

●

Representative Director,
Hideki
Senior Managing
Executive Officer and Moriya
CSO

●

●

●

●

Representative Director
and Senior Managing
Executive Officer

KosukeSuzuki●●●

Director and Senior
Managing Executive
Officer

Ken
Sakakibara

●

●

●

Director, Managing
Executive Officer andCMO (Global)

Kazuhiro
Matsumoto●●Director, Managing
Executive Officer and
CAO

Yuji Ishii●

Director and Executive
Officer

HitomiNinomiya●●

Outside Director

Isao Kubo

●

●

●

●

●

●

Director (non-standing)

Takao Yasuda

●

●

●

●

●

●

Director (non-standing)

YusakuYasudaOutside Director(Audit and Supervisory
Committee Member)Yasunori
Yoshimura●Outside Director(Audit and Supervisory
Committee Member)

Jumpei
Nishitani●

Outside Director(Audit and Supervisory
Committee Member)

Masaharu
Kamo●

Outside Director(Audit and Supervisory
Committee Member)

Takaki Ono●

Outside Director(Audit and Supervisory
Committee Member)

Naoko
Kishimoto

Position

President and CEO,
Representative Director

Name

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

(Notes) 1. The above chart will be the skill matrix of the Board of Directors if each candidate for Director proposed in thisnotice is elected as proposed.
2. The matters marked with ● in the chart do not indicate all of the experience and knowledge possessed byeach Director.

26