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.

September 9, 2022

To Our Shareholders
Naoki Yoshida
President and Representative Director

Pan Pacific International Holdings
Corporation
2-19-10 Aobadai, Meguro-ku, Tokyo
Notice of Convocation of the 42nd Ordinary General Meeting of Shareholders
We are pleased to announce that the 42nd Ordinary General Meeting of Shareholders of Pan
Pacific International Holdings Corporation (the “Company”) will be held as described below.
To prevent infection and the spread of novel coronavirus disease (COVID-19), we ask that ourshareholders exercise your voting rights in writing or via the Internet, etc., if at all possible.
With regard to the exercise of voting rights in writing or via the Internet, etc., please review
the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 6:00 p.m. September 27 (Tuesday), 2022.
1.

Date and Time:

September 28 (Wednesday), 2022, 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 42nd Fiscal Term (July 1, 2021 to June 30, 2022)
2.
The Non-Consolidated Financial Statements for the 42nd Fiscal Term (July 1, 2021 toJune 30, 2022)
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 Nine (9) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 4:
Election of Two (2) Directors Who Are Audit and Supervisory
Committee Members

For those attending, please present the enclosed Voting Rights Exercise Form on attendance to the receptionist.
Of the documents to be provided, information concerning the following items is not included in the documents provided withthis Notice of Convocation of the General Meeting of Shareholders, but is posted on our Website at https://ppih.co.jp/ir/ (inJapanese only) pursuant to laws and regulations and Article 15 of the Company’s Articles of Incorporation.

11) Notes to the Consolidated Financial Statements
2) Notes to the Non-Consolidated Financial Statements
The Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Audit and Supervisory
Committee for its audit report and the Accounting Auditors for their accounting audit report include, in addition to thecontents of the documents provided here, items to be presented as the Notes to the Consolidated Financial Statements and theNotes to the Non-Consolidated Financial Statements.
If there are any amendments to the Business Report, Non-Consolidated Financial Statements, Consolidated Financial
Statements and Reference Documents for the General Meeting of Shareholders, the amended items will be posted on our
Website at https://ppih.co.jp/ir/ (in Japanese only).
<Measures against COVID-19>
We ask that our shareholders exercise their voting rights prior to the meeting either in writing (via postal mail) or via
electromagnetic means (the Internet, etc.), if at all possible. To our shareholders considering attending the meeting inperson, we ask that you check the situation of the infections of COVID-19 and your individual physical condition on the
day of the meeting, and if you have any worries or concerns, please do not feel obligated to come to the meeting.
To prevent infection and the spread of COVID-19 at the meeting, the width of the space between the seats will be
increased, resulting in fewer available seats than before. Therefore, please understand that you may not be admitted toenter even if you come to the venue.
At the meeting, the meeting’s staff will be wearing masks, and steps will be taken that include requesting that shareholders
wear masks and spray their hands with alcohol sanitizer. Please be aware that if the meeting’s staff notice anyone who
appears to be unwell, those people may not be admitted to enter based on the Company’s discretion.
Please understand that there will be no gifts offered.
We may be forced to change the venue and/or the start time depending on how the situation evolves. If any changes are
made, the changed items will be posted on our Website at https://ppih.co.jp/ir/ (in Japanese only).

<Information Regarding the Introduction of the Shareholder Special Benefit Program>
A shareholder special benefit program has been introduced under which shareholders who possess at least 100 shares andare recorded in the shareholder register as of June 30, 2022 receive majica points valued at 2,000 yen. For details, pleaserefer 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 year-end dividend of the 42nd Fiscal Term is proposed as follows.
(1)

Type of dividend property
Cash

(2)

Matter and total amount regarding dividend property’s allocation to shareholders
Cash payment of dividend per share: 14 yen per common share of the Company
Total amount: 8,348,275,824 yen
Effective date of dividend payment
September 29, 2022

(3)

3

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reason for the Proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) were
enforced on September 1, 2022, and a system for providing reference documents for the general
meeting of shareholders, etc. in electronic format was introduced, the Company proposes tomake the following changes to the Articles of Incorporation.
(1) Since Article 15 of the current Articles of the Incorporation (Internet Disclosure andDeemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.)
will no longer be required, it will be amended, and the amended Article 15 (Measures, etc.
for Providing Information in Electronic Format) will be newly established.
(2) The amended Article 15, paragraph (1) will stipulate that the Company shall take measuresfor providing information that constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format, and the amended Article 15,
paragraph (2) will establish the provision to limit the scope of the items to be stated in thepaper-based documents to be delivered to shareholders who requested the delivery of
paper-based documents.
(3) Accompanying the aforementioned amendments of provisions, supplementary provisions
regarding the effective date, etc. will be established.
(4) The Company will add or delete other necessary text, and make necessary amendments,
such as revisions.
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(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)(Measures, etc. for Providing Information inElectronic Format)

Article 15 When the Company convenes a general
meeting of shareholders, if it discloses
information that is to be stated orpresented in the reference documents forthe general meeting of shareholders,business report, financial statements andconsolidated financial statements throughthe internet in accordance with theprovisions prescribed by the Ministry ofJustice Order, it may be deemed that theCompany has provided this information toshareholders.

Article 15
1. When the Company convenes a general
meeting of shareholders, it shall takemeasures for providing information that
constitutes the content of reference
documents for the general meeting ofshareholders, etc. in electronic format.

4Current Articles of Incorporation

Proposed Amendments
2. Among items for which the measures forproviding information in electronic format
will be taken, the Company may exclude
all or some of those items designated by
the Ministry of Justice Order fromstatements in the paper-based documents
to be delivered to shareholders whorequested the delivery of paper-based
documents by the record date of voting
rights.

(Newly established)(Minutes)(Minutes)

Article 19 The substance of proceedings at thegeneral meeting of shareholders and theresults thereof shall be entered or recordedin the minutes of the general meeting ofshareholders.

Article 19 The substance of proceedings at thegeneral meeting of shareholders, theresults thereof and other matters stipulated
by laws and regulations shall be enteredor recorded in the minutes of the general
meeting of shareholders.

Supplementary Provisions

Supplementary Provisions(Transitional Measures Concerning Exemption from
Liability for Audit and Supervisory Board Members)(Transitional Measures Concerning Exemption from
Liability for Audit and Supervisory Board Members)

Pursuant to Article 426, Paragraph 1 of
the Companies Act, the Company may
exempt, to the extent allowed byapplicable laws and regulations, Audit andSupervisory Board Members (including
persons who previously served as Audit
and Supervisory Board Members) fromthe liabilities for damages arising fromtheir failure to perform their duties prior
to the taking effect of partial amendmentof the Articles of Incorporation approvedby resolution of the 36th Ordinary
General Meeting of Shareholders.

Article 1. Pursuant to Article 426, Paragraph 1 of
the Companies Act, the Company may
exempt, to the extent allowed byapplicable laws and regulations, Audit andSupervisory Board Members (including
persons who previously served as Audit
and Supervisory Board Members) fromthe liabilities for damages arising fromtheir failure to perform their duties prior
to the taking effect of partial amendmentof the Articles of Incorporation approvedby resolution of the 36th Ordinary
General Meeting of Shareholders.

(Newly established)(Transitional Measures Concerning Measures, etc. for
Providing Information in Electronic Format)
Article 2.
1. Article 15 of the current Articles ofIncorporation shall remain effective
regarding any general meeting ofshareholders held on a date within six
months from the date of enforcement of
the revised provisions provided for in theproviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019)(hereinafter referred to as the “Date of
Enforcement”).
2. These Supplementary Provisions shall bedeleted on the date when six months haveelapsed from the Date of Enforcement or
three months have elapsed from the dateof the general meeting of shareholders in
the preceding paragraph, whichever islater.

5

Proposal No. 3: Election of Nine (9) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
The terms of office of all ten (10) 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 nine (9) Directors, lowering thenumber of Directors by one (1) to enable quicker and more flexible decision making.
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

Name
Naoki Yoshida

Current position in the Company
President, Representative Director and CEO

Director, Senior Managing Executive Officer
Kazuhiro
and CMO (Global)
MatsumotoHead of Overseas BusinessDirector and Senior Managing Executive
Kenji Sekiguchi Officer
Head of GMS BusinessDirector and Managing Executive Officer
General Manager of Corporation Management
Hideki Moriya
and Strategic Headquarters and Head of
Executive Committee
Director, Managing Executive Officer and CAO
Yuji Ishii
Head of Accounting Headquarters
Director, Executive Officer and CFO
Keita Shimizu
Head of Finance and IR Headquarters
Director and Executive Officer
Chairman of Diversity Management Committee
Hitomi Ninomiya
and General Manager of Corporate Philosophy
Promotion Headquarters and Head of Design

Reelection
Reelection

Reelection

Reelection

Reelection
Reelection

Reelection

8

Isao Kubo

Outside Director

Reelection

9

Takao Yasuda

Director (non-standing)Founding Chairman and Supreme Advisor

Reelection

Reelection
Candidates for Directors to be reelected

OutsideCandidates for Outside Directors

6

Independent
Candidates for independent officer

Outside Independent

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
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.
President of Don Quijote (USA) Co.,
July 2007
Ltd.
September 2012 Director of the Company
November 2013 Senior Managing Director of theCompany
Director of Don Quijote Co., Ltd.
December 2013
Director of Nagasakiya Co., LTD.
62,400Naoki Yoshida(current position)
shares(December 7, 1964)
Senior Managing Director and CCO of
July 2015
the Company
November 2017 Audit & Supervisory Board Member of
UNY Co., Ltd.
Senior Managing Director and CAO
January 2018
(Representative Director) of theCompany
Director of UNY Co., Ltd.
January 2019
Representative Director of UCS Co.,Ltd.
Senior Managing Director of UNY Co.,
April 2019Ltd.
September 2019 President, Representative Director and
CEO of the Company (current position)
President and Representative Directorof Don Quijote Co., Ltd. (current
position)
Director of UNY 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, Representative
Director and CEO, he is promoting a series of new strategies, including management integration,organizational reforms to facilitate the delegation of authority and the development of the next
generation of leaders, and strategies for digital. In addition, he possesses abundant experience andbroad insight in relation 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

7

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
Corporate Officer of Don Quijote Co.,
December 2013
Ltd.
Director of Don Quijote Holdings
July 2015
Retail Management Co., Ltd.
Director of Lirack Co., Ltd.
Director of Justneo Co., Ltd. (currently
Pan Pacific International Trading 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 BusinessSupport Headquarters of Don Quijote
Co., Ltd.
General Manager of Overseas Business
June 2019
Support Headquarters of Don Quijote
Co., Ltd.
Director of Kanemi Co., Ltd.
Kazuhiro Matsumoto
15,800Managing Director of Pan Pacific Retail(November 15, 1973) August 2019
sharesManagement (Singapore) Pte. Ltd.
September 2019 Director, Managing Executive Officer
and CMO (Global) of the Company
Director of Pan Pacific RetailManagement (Asia) Pte. Ltd.
Director, Managing Executive Officer
July 2020
and CMO (Global), and Vice Presidentof Asia Company of the Company
Vice President and COO of Pan Pacific
Retail Management (Asia) Pte. Ltd.
(current position)
Director, Senior Managing Executive
July 2021
Officer and CMO (Global), Head ofOverseas Business, and Vice Presidentof Asia Company of the Company
Director of Don Quijote Co., Ltd.
(current position)
Director, Senior Managing Executive
October 2021
Officer and CMO (Global), Head ofOverseas Business of the Company(current position)
November 2021 President & CEO/Director of Pan
Pacific Retail Management (USA) Co.
(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

2

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 College of Economics,
Rikkyo University
Joined the Company
May 1997
Department Director of New Business
June 2006
Promotion Department of the Company
November 2007 Senior Vice President andRepresentative Director of NagasakiyaCo., LTD.
President and Representative Director
April 2013of Nagasakiya Co., LTD.
September 2013 President of MARUKAICORPORATION
November 2013 Director of the Company
Resigned from the position of Director
December 2014of the Company
November 2017 President and Representative Directorof Nagasakiya Co., LTD.
Director and Managing Corporate
Officer of UNY Co., Ltd.
Senior Vice President and53,200Kenji Sekiguchi
Representative Director of UD Retailshares(October 20, 1964)
Co., Ltd.
Executive Officer of the Company
January 2018
President and Representative Director
January 2019of UD Retail Co., Ltd.
President and Representative Director
April 2019of UNY Co., Ltd. (current position)
Director of UD Retail Co., Ltd. (current
position)
September 2019 Director and Managing Executive
Officer of the Company
Director, Managing Executive Officer
July 2020and President of GMS Company of theCompany
Director, Senior Managing Executive
July 2021
Officer, Head of GMS Business andPresident of GMS Company of theCompany
Director, Senior Managing Executive
October 2021
Officer and Head of GMS Business of
the Company (current position)(Reasons for nomination as candidate for Director)
Kenji Sekiguchi possesses abundant experience and a performance record in many aspects primarily
in relation to store operation, based on his successive service mainly as representative at subsidiaries
in the Group’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 1987

3

Number oftheCompany
shares held

9

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)
March 2000
July 2007
August 2009
July 2010
December 2010
September 2019
November 2019

Hideki Moriya(September 23, 1977)

4

July 2020

Number oftheCompany
shares held

Graduated from the Faculty ofCommerce, Chuo University
Joined the Company
General Manager of Chiba Branch,
Sales Headquarters of the Company
Head of Logistics Division of theCompany
Head of Promotion Strategy Division of
the Company
Head of Fair Trade Division of theCompany
Executive Officer of the Company
Director of Pan Pacific Data Services
Co., Ltd.
General Manager of Operation
Management Headquarters of theCompany (current position)
1,900 shares
General Manager of Risk Management
Headquarters of the Company
Managing Executive Officer, General
Manager of Corporation Management
and Strategic Headquarters and Head of
Executive Committee of the Company
General Manager of IT Support
Headquarters of the Company

Director, Managing Executive Officer,
General Manager of Corporation
Management and Strategic
Headquarters and Head of Executive
Committee of the Company (current
position)
July 2021
Director of Don Quijote Co., Ltd.
(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.
September 2020

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, Financial Accounting
January 2013
Division, Administration Headquartersof Don Quijote Shared Services Co.,Ltd.
Deputy General Manager,
July 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
Services Co., Ltd.
September 2017 Director of the Company
Yuji Ishii
2,100 shares
Director of Don Quijote Shared(August 17, 1972)
Services Co., Ltd.
General Manager of General
October 2017
Accounting Headquarters of Don
Quijote Shared Services Co., Ltd.
Representative Director of Don Quijote
February 2018
Shared Services Co., Ltd.
President (Representative Director) of
May 2019
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 (current
position)
Audit and Supervisory Board Memberof Don Quijote Co., Ltd. (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

5

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 of
Economics, Hitotsubashi University
Joined Tohmatsu & Co. (currently
April 2001
Deloitte Touche Tohmatsu LLC)
Joined Dream Incubator Inc.
July 2006
Joined AKINDO SUSHIRO CO., LTD.
July 2012
Corporate Officer and General Manager
July 2013of Corporate Planning Division of
AKINDO SUSHIRO CO., LTD.
Director, Corporate Officer, Manager ofJuly 2015
President’s Office, and in charge ofInformation System of AKINDOSUSHIRO CO., LTD.
Corporate Officer in charge of
February 2016
Corporate Strategy of Sushiro Global
Keita Shimizu
Holdings Co., Ltd. (currently FOOD &1,300 shares(May 2, 1978)
LIFE COMPANIES LTD.)
Corporate Officer in charge of Finance
June 2017& Accounting of Sushiro Global
Holdings Co., Ltd. (currently FOOD &LIFE COMPANIES LTD.)
Senior Corporate Officer responsible
October 2019
for Finance & Accounting andInvestment Business of Sushiro Global
Holdings Co., Ltd. (currently FOOD &LIFE COMPANIES LTD.)
Executive Officer and CFO of theApril 2021
Company
Audit & Supervisory Board Member ofJuly 2021
Don Quijote Co., Ltd. (current position)
September 2021 Director, Executive Officer and CFO of
the Company (current position)(Reasons for nomination as candidate for Director)
Keita Shimizu is a certified public accountant, and has expertise and diverse experience, having
accumulated broad experience, such as auditing services at an auditing firm, management
consulting and working as CFO for other companies listed on the First Section of the Tokyo Stock
Exchange. He is also responsible for finance and IR as CFO of the Group and he is in charge ofoverall efforts to promote ESG. Accordingly, the Company deems that he is an appropriate personfor promoting further improvement in the Group’s corporate value going forward, and has
continued to nominate him as a candidate for Director.
March 2001

6

Number oftheCompany
shares held

12

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.
November 2019 Manager of Space Design Division of
the Company
Hitomi Ninomiya
November 2020 Executive Officer, Head of Design and 7,300 shares(March 31, 1983)
Chairman of Diversity Management
Committee
September 2021 Director and Executive Officer, Head of
Design and Chairman of Diversity
Management Committee
November 2021 Director and Executive Officer,
Chairman of Diversity Management
Committee and General Manager ofCorporate Philosophy Promotion
Headquarters and Head of Design of theCompany (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 Chairman 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

13

No.

Name
(Date of birth)

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

April 2013
April 2016
April 2017

May 2017
8

Isao Kubo(October 19, 1958)
September 2017

March 2018

May 2018

May 2019

Joined ITOCHU Corporation
General Manager of Brand Marketing
Department 3 of ITOCHU Corporation
General Manager of Planning &Coordinating Department, Textile
Company of ITOCHU Corporation
Chief Administrative Officer of
ITOCHU International Inc. andPresident & 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.)
Director, Senior Managing Executive
Officer, Chief Strategy Officer andGeneral Manager of Corporate Planning
Division of FamilyMart UNY Holdings
Co., Ltd. (currently FamilyMart Co.,
Ltd.)
14

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

Outside Director of the Company(current position)
Advisor of FamilyMart Co., Ltd.
April 2021
Standing Audit & Supervisory Board
June 2021
Member (outside) of ITOCHU ENEX
CO., LTD. (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.
September 2020

15

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
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, Representative Director andAugust 2013CEO of Don Quijote Preparatory Co.,
Ltd. (currently Don Quijote Co., Ltd.)
Chairman and Representative Director
December 2013of Don Quijote Co., Ltd.
Takao Yasuda
Chairman, Representative Director andJuly 2014– shares(May 7, 1949)
CEO of the Company
Founding Chairman and Supreme
July 2015
9
Advisor of the Company (current
position)
Director (Chairman, President & CEO)of Pan Pacific International Holdings
Pte. Ltd. (currently Pan Pacific RetailManagement (Singapore) Pte. Ltd.)
President of Pan Pacific Strategy
December 2018
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. (current
position)
Director, Chairman and CEO of Pan
July 2020
Pacific Retail Management (Singapore)
Pte. Ltd.
(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.
(Notes) 1. Director candidate Ms. Hitomi Ninomiya’s on her family registry is Hitomi Yasui.
2. There is no special interest between each of the candidates and the Company.
3. Mr. Isao Kubo is a candidate for Outside Director. Furthermore, the Company has reported to theTokyo Stock Exchange that he has been appointed as an independent officer as stipulated by thesaid exchange.
4. 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 two (2) years.
5. 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.
6. 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 office
March 197316

as 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 Two (2) Directors Who Are Audit and Supervisory Committee
Members
At the conclusion of this meeting, the terms of office of four (4) of five (5) Directors who are
Audit and Supervisory Committee Members, namely Akio Ariga, Yukihiko Inoue, Yasunori
Yoshimura and Tomiaki Fukuda, will expire. Accordingly, the Company proposes the election of
two (2) Directors who are Audit and Supervisory Committee Members, decreasing the number of
Directors who are Audit and Supervisory Committee Members by two (2) to increase theefficiency of its management system and carry out flexible audits.
As for this proposal, the Audit and Supervisory Committee of the Company has already given
their consent to this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.
1
2

Name

Position in the Company
Outside Director
Yasunori Yoshimura(Audit and Supervisory Committee Member)
Masaharu Kamo

New election
Candidates for new Directors–

Reelection

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

1

Number oftheCompany
shares held

Graduated from Keio University Schoolof Medicine
November 1995 Professor of Keio University(Department of Obstetrics andGynecology, School of Medicine)
November 2010 President of Japan Society for
Reproductive Medicine
June 2011
Outside Director of ASKA
Pharmaceutical Co., Ltd.
August 2011
President of Japan Society of
Gynecologic and Obstetric Endoscopy
and Minimally Invasive Therapy
October 2012
Established YOSHIMURA BIOETHIC
INSTITUTE
Chairman of YOSHIMURA BIOETHIC
INSTITUTE (current position)
March 2013
Special Advisor to the Cabinet (incharge of measures to counter the
declining birthrate and support forchild-raising)
Yasunori Yoshimura
November 2013 Outside Audit and Supervisory Board– shares(January 26, 1949)
Member of the Company
April 2014
Professor Emeritus of Keio University(Department of Obstetrics andGynecology) (current position)
Honorary Director of SHINYURIGAOKA General Hospital(current position)
September 2015 Outside Director of the Company
September 2016 Outside Director [Audit andSupervisory Committee Member] of theCompany (current position)
May 2019
Representative Director ofChildbirth/Child-Raising
Comprehensive Support Promotion
Organization
December 2019
Chairman of the Board of “1 more Babyohendan” foundation
April 2021
Outside Director of ASKA
Pharmaceutical Holdings Co., Ltd.
(current position)(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.

19

No.

Name
(Date of birth)

Career summary andposition and areas of responsibility in the Company(Significant concurrent positions)
April 1992
June 1996

Number oftheCompany
shares held

Joined McKinsey & Company
Director, Executive Vice President of
Nikkodo Co., Ltd.
November 2000 Director, Executive Vice President of
USEN CORPORATION
June 2010
Executive Managing Officer of Lawson,
Inc.
March 2014
Senior Executive Managing Officer ofMasaharu Kamo
– shares
Lawson, Inc.
(December 5, 1967)
November 2016 Representative Director of Office KamoCo., Ltd. (current position)
December 2016
Senior Advisor of Deloitte Tohmatsu*2
Financial Advisory LLC
July 2017
Partner of McKinsey & Company
April 2020
Executive Officer, Corporate SeniorVice President of Toshiba Corporation(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 nominated him as a candidate for Outside Director.
(Notes) 1. Person marked with an asterisk is a new candidate.
2. Mr. Yasunori Yoshimura and Mr. Masaharu Kamo are candidates for Outside Director of theCompany.
3. Mr. Yasunori Yoshimura is Chairman of YOSHIMURA BIOETHIC INSTITUTE. The Company
has concluded a service consignment agreement with the said institute regarding lecturers, material
preparation, etc. for training to the Group’s officers and employees. The details of this training
include the necessity of and approach to women’s participation and advancement in companies,
and matters related to the health of women. This contributes to the Corporate Governance Principle
2-4 “Ensuring diversity in the appointment of core human resources,” and the Company carries out
this training as a part of internal education activities for its realization. The Company believes that
Mr. Yoshimura is the most suitable as a training lecturer for this theme as he is Professor Emeritus
of Keio University (Department of Obstetrics and Gynecology), and because he has experience
serving as Special Advisor to the Cabinet (in charge of measures to counter the declining birthrateand support for child-raising). Furthermore, the amount of these service consignment expenses isnegligible as it is approximately 1 million yen per year (less than 0.01% of the consolidated net
sales and selling, general and administrative expenses of the Company), and the Company 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 2 million yen per year (less than 0.01% of the consolidated net
sales and selling, general and administrative expenses of the Company), and the Company believes
that Mr. Kamo has sufficient independence from the Company.
4. Mr. Yasunori Yoshimura is currently Outside Director of the Company, and his term in this position20

at the conclusion of this meeting will be seven (7) years. Before serving as Outside Director, heserved a term of one (1) year and ten (10) months in the position of Outside Audit and Supervisory
Board Member.
5. 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.
6. The Company has reported to the Tokyo Stock Exchange that Mr. Yasunori Yoshimura has been
appointed as an independent officer as stipulated by the said exchange. The Company plans tocontinue to report his independent-officer status to the said exchange should his reelection beapproved. Furthermore, Mr. Masaharu Kamo satisfies the requirements for an independent officer
as provided for by Tokyo Stock Exchange, and the Company plans to designate him as anindependent officer if his election is approved.

21