Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 9948
May 6, 2022
To our shareholders:
Kiyoshi Yokoyama,
Representative Director and President
ARCS COMPANY, LIMITED
11-2-32 Minami 13-jo Nishi, Chuo-ku, Sapporo

Notice of the 61st Annual General Meeting of Shareholders
It is my pleasure to inform you that the 61st Annual General Meeting of Shareholders of ARCS COMPANY,
LIMITED (the “Company”) will be held as follows.
The Company considers the safety of all shareholders its priority. In order to prevent the spread of the novel
coronavirus disease (COVID-19), you are strongly encouraged to refrain from attending the meeting in person, if at
all possible, and exercise your voting rights beforehand 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. on
Monday, May 23, 2022 (JST).
1. Date and Time: Tuesday, May 24, 2022, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
2. Venue:
Park Hall, 3rd Floor, Sapporo Park Hotel
3-1-1 Minami 10-jo Nishi, Chuo-ku, Sapporo
3. Purpose of the Meeting
Matters to be reported
1. The Business Report, Consolidated Financial Statements and audit results of the Consolidated Financial
Statements by the Financial Auditor and the Audit & Supervisory Board for the 61st fiscal year (from March
1, 2021 to February 28, 2022)
2. Non-consolidated Financial Statements for the 61st fiscal year (from March 1, 2021 to February 28, 2022)
Matters to be resolved
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Nine Directors
Proposal No. 4:
Payment of Bonuses to Officers
Proposal No. 5:
Payment of Retirement Benefits to Retiring Directors
4. Matters Concerning Internet Disclosure
Among the documents to be provided with this Notice of the General Meeting of Shareholders, the following areposted on the Company’s website (in Japanese only) in accordance with provisions of laws, regulations, andArticle 17 of the Articles of Incorporation of the Company and are not included in the documents attached to thisNotice. Therefore, only some of the documents audited by Audit & Supervisory Board Members or the Financial
Auditor in preparing the audit reports have been provided with this Notice.
1.
Systems to ensure appropriate business operations and the operational status of these systems
2.
Basic policy on persons who control decisions on financial and business policies of the Company
3.
Consolidated Statement of Changes in Equity
4.
Notes to Consolidated Financial Statements
5.
Non-consolidated Statement of Changes in Equity
6.
Notes to Non-consolidated Financial Statements

-1-

●
●

●

If attending the meeting in person, please submit the enclosed voting rights exercise form at the venue reception.
If attending via proxy, the nominated proxy must be another shareholder of the Company with voting rights, in accordance with
the Company’s Articles of Incorporation. The nominated proxy should submit the proxy’s own voting rights exercise form together
with the nominating shareholder’s voting rights exercise form and written proof of the right of proxy (authorization letter) at thevenue reception.
Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business Report, Non-consolidated
Financial Statements, or Consolidated Financial Statements will be posted on the Company’s website.
The Company’s website: http://www.arcs-g.co.jp/-2-Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

The Company regards the return of profits to shareholders as one of its most important management objectives. Its
basic policy is to increase earnings per share and actively distribute profits, while enhancing its business foundationand strengthening its corporate condition.
Based on this policy, on consideration of the results for the fiscal year under review, etc., the Company proposes to
pay a year-end dividend of surplus as follows:
Year-end dividend
(1)
(2)

(3)

Type of dividend property
Cash
Allotment of dividend property, and the total amount thereof¥30 per common share of the Company
Total dividend: ¥1,689,625,380
Effective date of dividend of surplus
May 25, 2022

-3-

Proposal No. 2:

Amendments to the Articles of Incorporation

1.

Reasons for 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) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Article 17, paragraph 1 in “Proposed Amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(2) Article 17, paragraph 2 in “Proposed Amendments” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 17 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.

2.

Details of the amendments
Details of the amendments are as follows:(The amended portions are underlined.)
Current Articles of Incorporation

Proposed Amendments

Article 17. (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)(Deleted)

When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has provided
this information to shareholders.
(Newly established)

Article 17. (Measures, etc. for Providing Information inElectronic Format)
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, the Company
may exclude all or some of those items designated by the
Ministry of Justice Order from statements in the paper-based
documents to be delivered to shareholders who requested thedelivery of paper-based documents by the record date ofvoting rights.

-4-Current Articles of Incorporation(Newly established)

Proposed Amendments(Supplementary Provisions)
Article 1.
1. The deletion of Article 17 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) in the current Articles ofIncorporation and the establishment of the new Article 17(Measures, etc. for Providing Information in Electronic
Format) in the amended Articles of Incorporation shall beeffective from September 1, 2022.
2. Notwithstanding the provision of the preceding paragraph,
Article 17 of the pre-amended Articles of Incorporation shallremain effective regarding any general meeting ofshareholders held by the end of February 2023.
3. These Supplementary Provisions shall be deleted on March
1, 2023 or on the day when three months have elapsed fromthe date of the general meeting of shareholders in thepreceding paragraph, whichever is later.

-5-

Proposal No. 3:

Election of Nine Directors

The terms of office of all 12 Directors will expire at the conclusion of this General Meeting of Shareholders.
In that regard, the Company will decrease the number of internal Directors by four and increase the number of outside
Directors by one to ensure the transparency as management and further strengthen corporate governance, and it
proposes the election of nine Directors.
The candidates for Director are as follows:
Candidate
No.

Position andresponsibilities

Significant concurrent positions
outside the Company

Kiyoshi Yokoyama

Representative Director
and President

Representative Director, Chairman and CEO ofRalse Co., Ltd.
Representative Director and Chairman of TokoStore Co., Ltd.
Representative Director and Chairman of Donan
Ralse Co., Ltd.
Representative Director and President of Eldy Co.,
Ltd.
Representative Director and Chairman of Doto
Arcs Co., Ltd.
Representative Director and Chairman of Ito Chain
Co., Ltd.
Representative Director and Advisor of Beljois Co.,
Ltd.
Representative Director and Advisor of Otani Co.,Ltd.
Director and Advisor of Universe Co., Ltd.
Director and Advisor of Fukuhara Co., Ltd.
Director and Advisor of Dohoku Arcs Co., Ltd.
Representative Director and President of Hokkaido
CGC Co., Ltd.
Director and Vice Chairman of CGC JAPAN Co.,Ltd.
Director and Honorary Chairman of NISSENREN
S-CORT Co., Ltd.
Chairman of National Supermarket Association ofJapan
Vice Chairman of Japan Supermarkets Association

Reelection

2

Koichi Furukawa

Director and Executive
Vice President
In charge of
Administration Division
and Corporate Division,and in charge of Legal andCompliance Group

Director of Ralse Co., Ltd.
Director of Donan Ralse Co., Ltd.
Director of Eldy Co., Ltd.

Reelection

3

Koichi Miura

Director and Chairman

Director and Chairman of Universe Co., Ltd.
Director of Miman Co., Ltd.

Reelection

4

Kazuhisa
Nekomiya

Director and Executive
Officer

Representative Director, President and COO of
Ralse Co., Ltd.

Reelection

5

Takehiko Miura

Director and Executive
Officer

Representative Director and President of Universe
Co., Ltd.
Representative Director and President of Universe
Kosan Co., Ltd.

Reelection

6

Ikuharu Fukuhara

Director and Executive
Officer

Representative Director and President of FukuharaCo., Ltd.

Reelection

1

Name

-6-

Candidate
No.

Name

Position andresponsibilities

Significant concurrent positions
outside the Company

7

Hiroshi Saeki

Director

Professor Emeritus of Hokkaido University

Reelection
OutsideIndependent

8

Ryoko Sasaki

Director

Fellow at Nitobe College of Hokkaido University

Reelection
OutsideIndependent

9

Toyoko Togashi–

Representative Director and Chairman of Hokkaido
Human Resources Bank, Co., Ltd.

New election
OutsideIndependent

Reelection:
Candidate for Director to be reelected
New election: Candidate for Director to be newly elected
Outside:Independent:

Candidate for outside Director
Independent officer as defined by the securities exchange-7-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company[Significant concurrent positions outside the Company]
Dec. 1961

Joined the Company

Dec. 1964

Managing Director

Apr. 1970

Representative Director and Senior Managing
Officer

Apr. 1985

Representative Director and President (current
position)

Number of theCompany’s shares
owned[Significant concurrent positions outside the Company]
Representative Director, Chairman and CEO of Ralse Co., Ltd.
Representative Director and Chairman of Toko Store Co., Ltd.
Kiyoshi Yokoyama(May 15, 1935)
Reelection
Attendance at Board of
Directors meetings
26/26
1

Representative Director and Chairman of Donan Ralse Co., Ltd.
Representative Director and President of Eldy Co., Ltd.
Representative Director and Chairman of Doto Arcs Co., Ltd.
Representative Director and Chairman of Ito Chain Co., Ltd.

3,037,754

Representative Director and Advisor of Beljois Co., Ltd.
Representative Director and Advisor of Otani Co., Ltd.
Director and Advisor of Universe Co., Ltd.
Director and Advisor of Fukuhara Co., Ltd.
Director and Advisor of Dohoku Arcs Co., Ltd.
Representative Director and President of Hokkaido CGC Co.,Ltd.
Director and Vice Chairman of CGC JAPAN Co., Ltd.
Director and Honorary Chairman of NISSENREN S-CORT Co.,
Ltd.
Chairman of National Supermarket Association of Japan
Vice Chairman of Japan Supermarkets Association

Reasons for nomination as candidate for Director
Kiyoshi Yokoyama has been responsible for management as Representative Director of the Company (then Daimaru
Supermarkets Co., Ltd.) since 1970, demonstrating his skill in business development. He possesses abundant experienceand achievements related to supermarkets and their peripheral businesses. He has assumed office as Chairman of the
National Supermarket Association of Japan and Vice Chairman of the Japan Supermarkets Association, both nationwide supermarket industry organizations, in recognition of his contribution to business development throughout theCompany group (the “Group”), utilizing his abundant management experience, as well as his management skill. He is
deeply familiar with industry matters across Japan. The Company has again nominated him as a candidate for Director,
judging that he is suitable to appropriately supervise Group management and promote its medium- to long-term growthstrategy as Director of the Company because of these achievements.

-8-

Candidate
No.

Name
(Date of birth)

Apr. 1980

Joined The Hokkaido Bank, Ltd.

Oct. 1998

Joined the Company

Nov. 2002

Executive Officer

May 2006

Director of Ralse Co., Ltd. (current position)

May 2013

Director and Managing Executive Officer of theCompany

Reelection

May 2019

Director and Senior Managing Executive
Officer

Attendance at Board of
Directors meetings
24/26

May 2021

Director and Executive Vice President (current
position)

Koichi Furukawa(May 7, 1956)

2

Career summary, position and responsibilities in the Company[Significant concurrent positions outside the Company]

Number of theCompany’s shares
owned

9,935

[Significant concurrent positions outside the Company]
Director of Ralse Co., Ltd.
Director of Donan Ralse Co., Ltd.
Director of Eldy Co., Ltd.

Reasons for nomination as candidate for Director
In addition to his operational experience at The Hokkaido Bank, Ltd., Koichi Furukawa served as General Manager ofCorporate Planning Office of the Company (then Ralse Co., Ltd.) from 1998, Executive Officer of the Company from2002, Director and Managing Executive Officer from 2013, Director and Senior Managing Executive Officer from2019, and Director and Executive Vice President from 2021. Moreover, as Director of Ralse Co., Ltd., the Company’s
core subsidiary, since 2006, he has utilized his extensive management experience to contribute to business development
throughout the Group. Therefore, the Company has again nominated him as a candidate for Director, judging that he issuitable to promote Group management and strengthen corporate governance as Director of the Company.

Koichi Miura(December 3, 1939)

Oct. 1967

Representative Director and President of
Universe Co., Ltd.

Oct. 2011

Representative Director and Chairman of theCompany

May 2020

Representative Director and CEO of Universe
Co., Ltd.

May 2021

Director and Chairman (current position)

Reelection

3

Attendance at Board of
Directors meetings
25/26

880,145

Director and Chairman of the Company(current position)[Significant concurrent positions outside the Company]
Director and Chairman of Universe Co., Ltd.
Director of Miman Co., Ltd.

Reasons for nomination as candidate for Director
Since establishing Universe Co., Ltd. in 1967, Koichi Miura has been responsible for management as its Representative
Director for many years, demonstrating his skill in business development. He possesses abundant experience andachievements related to the supermarket business. From 2011, he served as Representative Director and Chairman of theCompany and from 2021, he has served as Director and Chairman, utilizing his abundant management experience tocontribute to business development throughout the Group. Therefore, the Company has again nominated him as a
candidate for Director, judging that he is suitable to appropriately supervise Group management and promote its
medium- to long-term growth strategy as Director of the Company.

-9-

Candidate
No.

Name
(Date of birth)

Kazuhisa Nekomiya(August 11, 1960)
Reelection

4

Attendance at Board of
Directors meetings
26/26

Career summary, position and responsibilities in the Company[Significant concurrent positions outside the Company]
Mar. 1983

Joined the Company

Mar. 1997

General Manager of Foods, SV Group(responsible for Big House)

May 2005

Executive Officer and General Manager of No.
2 Operations Department of Ralse Co., Ltd.

May 2006

Director and General Manager of No. 2
Operations Department

Sept. 2007

Director, Deputy General Manager of Sales
Division and General Manager responsible for
Retail Management Department

May 2010

Managing Director

May 2016

Representative Director, President and COO(current position)

Number of theCompany’s shares
owned

14,714

Director and Executive Officer of the Company(current position)[Significant concurrent positions outside the Company]
Representative Director, President and COO of Ralse Co., Ltd.
Reasons for nomination as candidate for Director
Kazuhisa Nekomiya has been responsible for the management of Ralse Co., Ltd. as its Director since 2006 and as its
Representative Director and President since 2016, demonstrating his skill in business development. He possesses
abundant experience and achievements related to the supermarket business. Since 2016, he has served as Director andExecutive Officer of the Company, utilizing his abundant management experience to contribute to business development
throughout the Group. Therefore, the Company has again nominated him as a candidate for Director, judging that he issuitable to promote Group management and strengthen corporate governance as Director of the Company.

- 10 -

Candidate
No.

Name
(Date of birth)

Takehiko Miura(August 28, 1971)

Career summary, position and responsibilities in the Company[Significant concurrent positions outside the Company]
June 2005

Joined Universe Co., Ltd.

July 2011

Director and General Manager of Sales
Planning Department

May 2018

Director and General Manager of Store Support
Department, Store Operations Division

Oct. 2018

Director, General Manager of Administration
Division and General Manager of Store Support
Department, Store Operations Division

Mar. 2019

Director, General Manager of Merchandise
Division and General Manager of
Administration Division

May 2020

Representative Director, COO and General
Manager of Administration Division

Reelection

5

Attendance at Board of
Directors meetings
26/26

Number of theCompany’s shares
owned

506,702

Director and Executive Officer of the Company(current position)
May 2021

Representative Director and President of
Universe Co., Ltd. (current position)[Significant concurrent positions outside the Company]
Representative Director and President of Universe Co., Ltd.
Representative Director and President of Universe Kosan Co.,Ltd.
Reasons for nomination as candidate for Director
Takehiko Miura has been responsible for the management of Universe Co., Ltd. as its Director since 2011 and as its
Representative Director since 2020, demonstrating his skill in business development. He possesses abundant experienceand achievements related to the supermarket business. Since 2020, he has served as Director and Executive Officer of
the Company, utilizing his abundant management experience to contribute to business development throughout theGroup. Therefore, the Company has again nominated him as a candidate for Director, judging that he is suitable topromote Group management and strengthen corporate governance as Director of the Company.

Ikuharu Fukuhara(September 30, 1967)

Sept. 1995

Joined Fukuhara Co., Ltd.

May 2006

Director

May 2009

Managing Director and General Manager ofMerchandise Department

Sept. 2009Managing Director in charge of StoreOperations Department

May 2013

Representative Director and President (current
position)

Reelection

6

Attendance at Board of
Directors meetings
26/26

740,415

Director and Executive Officer of the Company(current position)[Significant concurrent positions outside the Company]
Representative Director and President of Fukuhara Co., Ltd.

Reasons for nomination as candidate for Director
Ikuharu Fukuhara has been responsible for the management of Fukuhara Co., Ltd. as its Director since 2006 and as its
Representative Director and President since 2013, demonstrating his skill in business development. He possesses
abundant experience and achievements related to the supermarket business. Since 2013, he has served as Director andExecutive Officer of the Company, utilizing his abundant management experience to contribute to business development
throughout the Group. Therefore, the Company has again nominated him as a candidate for Director, judging that he issuitable to promote Group management and strengthen corporate governance as Director of the Company.

- 11 -

Candidate
No.

Name
(Date of birth)

Apr. 1984

Professor of School of Engineering of
Hokkaido University

Apr. 2001

Dean of Graduate School of Engineering and
Dean of School of Engineering

Reelection
OutsideIndependent

May 2003

Vice President

May 2007

President

Apr. 2013

Professor Emeritus (current position)

Attendance at Board of
Directors meetings
26/26

May 2014

Outside Director of the Company (current
position)

Hiroshi Saeki(July 1, 1941)

7

Career summary, position and responsibilities in the Company[Significant concurrent positions outside the Company]

Number of theCompany’s shares
owned

–

[Significant concurrent positions outside the Company]
Professor Emeritus of Hokkaido University

Reasons for nomination as candidate for outside Director, and summary of expected roles
Hiroshi Saeki has never been involved in corporate management, however, he possesses extensive insight as an educatorand researcher, and abundant organizational management experience in positions such as the Vice President andPresident of a university. The Company has nominated him as a candidate for outside Director, judging that he can be
expected to utilize this experience and insight to supervise the Group’s overall management and provide effective
suggestions, and is therefore able to appropriately perform the duties of an outside Director of the Company.

8

June 1992

Managing Director of Survey and Development
Center Co., Ltd.

July 1995

Representative Director of R’s Seminar LLC

Ryoko Sasaki(July 6, 1946)

July 2002

Deputy Governor of Hokkaido Government

July 2007

Reelection
OutsideIndependent

Chairperson of Hokkaido Prefectural Public
Safety Commission

June 2013

Outside Director of Hokkaido Electric Power
Co., Inc.

May 2015

Outside Director of the Company (current
position)

Apr. 2018

Fellow at Nitobe College of Hokkaido
University (current position)

Attendance at Board of
Directors meetings
26/26[Significant concurrent positions outside the Company]
Fellow at Nitobe College of Hokkaido University
Reasons for nomination as candidate for outside Director, and summary of expected roles
Ryoko Sasaki possesses experience in official administrative roles in addition to corporate management. The Company
has nominated her as a candidate for outside Director, judging that she can be expected to utilize the experience andinsight gained from these extensive activities to supervise the Group’s overall management and provide effective
suggestions, and is therefore able to appropriately perform the duties of an outside Director of the Company.

- 12 -–

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company[Significant concurrent positions outside the Company]

Toyoko Togashi(June 11, 1955)

Apr. 1985

Director of B4 Corporation

Aug. 1996

Representative Director and President of
Hokkaido Human Resources Bank, Limited

Aug. 2012

Representative Director and Chairman of
Hokkaido Human Resources Bank, Co., Ltd.
(current position)

New election
OutsideIndependent
9

Attendance at Board of
Directors meetings–

Number of theCompany’s shares
owned

–

[Significant concurrent positions outside the Company]
Representative Director and Chairman of Hokkaido Human
Resources Bank, Co., Ltd.

Reasons for nomination as candidate for outside Director, and summary of expected roles
Toyoko Togashi possesses abundant experience and achievements related to headhunting as a manager of a humanresources company. The Company has nominated her as a candidate for outside Director, judging that she can be
expected to utilize her experience and insight gained through broad activities to supervise the Group’s overallmanagement and provide effective suggestions, and is therefore able to appropriately perform the duties of an outside
Director of the Company.
Notes:

1. There is no special interest between any of the candidates and the Company.
2. Hiroshi Saeki, Ryoko Sasaki and Toyoko Togashi are candidates for outside Director, and the Company has notified the
securities exchanges in Japan where the Company is listed of their designation as independent officers, as prescribed byeach exchange.
3. (1) Hiroshi Saeki will have served as outside Director of the Company for eight years as of the conclusion of this General
Meeting of Shareholders.
(2) Ryoko Sasaki will have served as outside Director of the Company for seven years as of the conclusion of this General
Meeting of Shareholders.
4. The Company has concluded liability limitation agreements in accordance with the provisions of Article 427, paragraph(1) of the Companies Act with Hiroshi Saeki and Ryoko Sasaki to enable them to fulfill the roles expected of an outside
Director. Under these agreements, their liability for damages under Article 423, paragraph (1) of the aforementioned Act
is limited to the minimum amount provided for in laws and regulations. If this proposal is approved, the Company intends
to continue these liability limitation agreements with them under the same terms, and also conclude the agreement with
Toyoko Togashi under the same terms.

- 13 -

[Reference] Skill Matrix
Managerial & operational experience
(i)
Name

KiyoshiYokoyama(iii)

Management skills & knowledge(iv)

Industry
insight

○

○

○

○

○

(vi)

(vii)

(viii)(ix)

DX, IT &security

Sales &
marketingGovernance

Sustainability &
ESG

○

○

○
○

○

○

○

Koichi
Miura

○

○

○

Kazuhisa
Nekomiya

○

○

○

○

Takehiko
Miura

○

○

○

○

Ikuharu
Fukuhara

○

○

○

○

○

Hiroshi
Saeki

Executive Officer

(v)

Group
Philosophy&
Compliance
Finance &implementa& risk
accounting
tion ofmanagement
management
policyCorporate
management

Koichi
Furukawa

Director

(ii)

○

○

○

○

○
○

Ryoko
Sasaki○○○ToyokoTogashi○○○

Hideki
Kogarimai

○

○

○

○

Tsukasa
Sawada○○○○KoichiInoue
Naoto
Matsuo

○
○

○

○

○

* The above list does not represent all the knowledge and experience of Directors and Executive Officers.

- 14 -○

Proposal No. 4:

Payment of Bonuses to Officers

The Company proposes to pay an officers’ bonus totaling ¥15,795,000 to eight Directors (including two outside
Directors) and four Audit & Supervisory Board Members in office as of the end of the fiscal year under review (Theaforementioned amount includes ¥12,195,000 for Directors who are not outside Directors, ¥1,100,000 for outside
Directors, and ¥2,500,000 for Audit & Supervisory Board Members.) on consideration of the results for the fiscal
year under review, etc.
The proposed portion is based on a consideration of factors such as the degree of achievement of management
indicators, including net sales and ordinary profit of the Company and its business subsidiaries, and the performanceassessment according to each officer’s rank and duties. All amounts have been reasonably determined by a meetingof the Board of Directors attended by all Directors, including independent outside Directors, and all Audit &Supervisory Board Members, including independent outside Audit & Supervisory Board Members, and are therefore
deemed appropriate.
The Company proposes that decisions on the specific amount paid to each Director, the timing and method of
payment, etc., will be delegated to the Board of Directors, and that decisions on the specific amount paid to each
Audit & Supervisory Board Member, the timing and method of payment, etc., will be delegated to discussion among
the Audit & Supervisory Board Members.

- 15 -

Proposal No. 5:

Payment of Retirement Benefits to Retiring Directors

In order to reward Akira Muguruma and Koichi Inoue, who will retire as Director due to expiration of their terms at
the conclusion of this General Meeting of Shareholders, for their services during their terms, we would like to pay
them a reasonable amount of retirement benefits in accordance with the Company’s internal rules.
This proposal has been determined by the Board of Directors in accordance with the Company’s policy for
determining the content of remuneration, etc. for individual Directors determined in advance by the Board of
Directors and with the internal rules of the Company, and the Company deems the proposal to be appropriate.
The Company proposes that the specific amount of the gift and its timing and method of presentation, etc. will bedelegated to the Board of Directors.
The career summary of the retiring Directors is as follows.
Name

Career summary

Akira Muguruma

Oct. 2004

Director and Executive Officer of the Company (current position)

Koichi Inoue

May 2014

Director and Executive Officer of the Company (current position)- 16 -