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 8, 2024
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 63rd Annual General Meeting of Shareholders
It is my pleasure to inform you that the 63rd Annual General Meeting of Shareholders of ARCS COMPANY,
LIMITED (the “Company”) will be held as follows.
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 of Shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation as “Notice of the 63rd Annual General Meeting of Shareholders” and “Matters Concerning the 63rd
Annual General Meeting of Shareholders and Other Measures to be Provided in Electronic Format (Matters Omitted
from the Document to be Delivered)” on each of the following Internet websites, so please access either of thesewebsites to confirm the contents.
The Company’s website:
https://www.arcs-g.co.jp/ir/meeting/index.html (in Japanese)
General Meeting of Shareholders Reference Documents Website:
https://d.sokai.jp/9948/teiji/ (in Japanese)
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(On the TSE website, enter “ARCS” in “Issue name (company name)” or the Company’s securities code “9948” 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].”)If you are unable to attend the meeting in person, you may exercise your voting rights via the internet or in writing,in advance. Please review the Reference Documents for the General Meeting of Shareholders, and exercise yourvoting rights by 6:00 p.m. on Monday, May 27, 2024 (JST).

-1-1. Date and Time: Tuesday, May 28, 2024, 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 63rd fiscal year (from March
1, 2023 to February 29, 2024)
2. Non-consolidated Financial Statements for the 63rd fiscal year (from March 1, 2023 to February 29, 2024)
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 (9) Directors
Proposal No. 4:
Payment of Bonuses to Officers
Proposal No. 5:
Payment of Retirement Benefits to Retiring Directors

Among the items to be provided in electronic format, in accordance with laws and regulations and the provisions of the Company’s
Articles of Incorporation, the following items are not included in the paper-based documents delivered to shareholders who havemade a request for delivery of such documents. Audit & Supervisory Board Members and the Independent Auditor have audited the
documents subject to audit, including the following items.
(i) Business Report: Systems to ensure appropriate business operations and the operational status of these systems and Basic
policy on persons who control decisions on financial and business policies of the Company(ii) Consolidated Financial Statements:
Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements(iii) Non-consolidated Financial Statements:
Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial Statements

Information Concerning the General Meeting of Shareholders
●
●

●
●

If attending the meeting in person, please submit the 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 modifications to measures for providing information in electronic format will be posted on each of websites shown on page
1 of this Notice.
The reference documents for this Annual General Meeting of Shareholders of the Company will uniformly be delivered in printed
format as before, regardless of whether or not they have requested them. With respect to the reference documents for the next andsubsequent general meetings of shareholders, with the exception of certain details, will be only delivered to shareholders who haverequested the paper-based documents. We appreciate your understanding.

[Contact for inquiries regarding the system for provision in electronic format]
Mizuho Trust & Banking Co., Ltd.
Stock Transfer Agency Department
Dedicated number for the system for provision in electronic format 0120-524-324(Inquiries are accepted from 9:00 to 17:00 excluding Saturdays, Sundays and public holidays)-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¥39 per common share of the Company
Total dividend: ¥2,105,318,826
Effective date of dividend of surplus
May 29, 2024

-3-

Proposal No. 2:

Amendments to the Articles of Incorporation

1.

Reasons for proposal
The Company proposes to make necessary amendments to Article 16 and Article 25 of the current Articles ofIncorporation in order to provide flexibility in the operation of the general meetings of shareholders andmeetings of the Board of Directors by changing the convener and chairmanship of general meetings ofshareholders and meetings of the Board of Directors to the Representative Director determined by resolutionof the Board of Directors.

2.

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

Proposed Amendments

Article 16. (Convener and Chairmanship of General Meeting of
Shareholders)

Article 16. (Convener and Chairmanship of General Meeting of
Shareholders)

1. The Director and President shall convene general meetingsof shareholders and chair the meetings.

1. Unless otherwise provided for by laws and regulations, theRepresentative Director determined by resolution of theBoard of Directors shall convene general meetings ofshareholders and chair the meetings.

2. In cases where the Director and President is prevented fromso acting, another Director who is designated in accordancewith an order of priority determined in advance by the
Board of Directors shall convene a general meeting ofshareholders and chair the meeting.

2. In cases where the Representative Director set forth in thepreceding paragraph is prevented from so acting, another
Director who is designated in accordance with an order ofpriority determined in advance by resolution of the Board of
Directors shall convene a general meeting of shareholders
and chair the meeting.

Article 25. (Convener and Chairmanship of Meeting of the Board Article 25. (Convener and Chairmanship of Meeting of the Boardof Directors)of Directors)
1. Unless otherwise provided for by laws and regulations, theDirector and President shall convene meetings of the Boardof Directors and chair the meetings.

1. Unless otherwise provided for by laws and regulations, theRepresentative Director determined by resolution of theBoard of Directors shall convene meetings of the Board of
Directors and chair the meetings.

2. In cases where the Director and President is prevented fromso acting, another Director who is designated in accordancewith an order of priority determined in advance by the
Board of Directors shall convene a meeting of the Board of
Directors and chair the meeting.

2. In cases where the Representative Director set forth in thepreceding paragraph is prevented from so acting, another
Director who is designated in accordance with an order ofpriority determined in advance by resolution of the Board of
Directors shall convene a meeting of the Board of Directors
and chair the meeting.

-4-Election of Nine (9) Directors

Proposal No. 3:

The terms of office of nine Directors will expire at the conclusion of this General Meeting of Shareholders.
Therefore, the Company proposes the election of nine (9) Directors.
The candidates for Director are as follows:
Position andresponsibilities

Significant concurrent positions
outside the Company

Kiyoshi Yokoyama

Representative Director
and President

Representative Director, Chairman and CEO of
RALSE COMPANY, LIMITED
Chairman of National Supermarket Association ofJapan
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.

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 COMPANY, LIMITED
Director of Dounan Ralse Co., Ltd.
Director of ELDy Co., Ltd.

Reelection

3

Kazuhisa
Nekomiya

Director and Executive
Officer

Representative Director, President and COO, andGeneral Manager of Sales Division of RALSECOMPANY, LIMITED

Reelection

4

Takehiko Miura

Director and Executive
Officer

Representative Director and President of Universe
Co., Ltd.

Reelection

Reelection

Reelection

Candidate
No.

1

Name

5

Ikuharu Fukuhara

Director and Executive
Officer

Representative Director and President of
FUKUHARA CO., LTD.
Representative Director and President of Happiness
Delica Co., Ltd.
Representative Director and President of Kajio
Flower Co., Ltd.

6

Akira Muguruma

Director and Executive
Officer

Representative Director and President of Douhoku
Arcs Co., Ltd.

7

Ryoko Sasaki

Director

Councilor of Hokkaido Environment Foundation

Reelection
OutsideIndependent89
Reelection:
New election:
Outside:Independent:

Toyoko Togashi

Akio Koike

Director–

Representative Director, Chairman and President of
Hokkaido Human Resources Bank, Co., Ltd.
Outside Director of Medical System Network Co.,Ltd.

Candidate for Director to be reelected
Candidate for Director to be newly elected
Candidate for outside Director
Independent officer as defined by the securities exchange-5-

Reelection
OutsideIndependent
New election
OutsideIndependent

Candidate
No.

Name
(Date of birth)

Kiyoshi Yokoyama(May 15, 1935)
Reelection
Attendance at Board of
Directors meetings
25/25
1

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 RALSECOMPANY, LIMITED

3,042,854

Chairman of National Supermarket Association of Japan
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.

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, a nation-wide supermarket industry organization, in recognition of his
contribution to business development throughout the Company 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 Groupmanagement and promote its medium- to long-term growth strategy as Director of the Company because of theseachievements.

Koichi Furukawa(May 7, 1956)
Reelection
Attendance at Board of
Directors meetings
24/25
2

Apr. 1980

Joined The Hokkaido Bank, Ltd.

Oct. 1998

Joined the Company

Nov. 2002

Executive Officer

May 2006

Director of RALSE COMPANY, LIMITED(current position)

May 2013

Director and Managing Executive Officer of theCompany

May 2019

Director and Senior Managing Executive
Officer

May 2021

Director and Executive Vice President (current
position)

12,135[Significant concurrent positions outside the Company]
Director of RALSE COMPANY, LIMITED
Director of Dounan 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 COMPANY, LIMITED) from 1998, Executive Officer of theCompany from 2002, Director and Managing Executive Officer from 2013, Director and Senior Managing Executive
Officer from 2019, and Director and Executive Vice President from 2021. Moreover, as Director of RALSECOMPANY, LIMITED, 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 nominatedhim as a candidate for Director, judging that he is suitable to promote Group management and strengthen corporate
governance as Director of the Company.

-6-

Candidate
No.

Name
(Date of birth)

Kazuhisa Nekomiya(August 11, 1960)

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 RALSECOMPANY, LIMITEDMay 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

Reelection

3

Attendance at Board of
Directors meetings
23/25

May 2010

Managing Director

May 2016

Representative Director, President and COO,
and General Manager of Sales Division (current
position)

Number of theCompany’s shares
owned

15,314

Director and Executive Officer of the Company(current position)[Significant concurrent positions outside the Company]
Representative Director, President and COO, and General
Manager of Sales Division of RALSE COMPANY, LIMITED
Reasons for nomination as candidate for Director
Kazuhisa Nekomiya has been responsible for the management of RALSE COMPANY, LIMITED as its Director since2006 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 and Executive Officer of the Company, utilizing his abundant management experience to contribute to businessdevelopment throughout the Group. Therefore, the Company has again nominated him as a candidate for Director,
judging that he is suitable to promote Group management and strengthen corporate governance as Director of theCompany.

-7-

Candidate
No.

Name
(Date of birth)

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

Takehiko Miura(August 28, 1971)
Reelection

4

Attendance at Board of
Directors meetings
24/25

May 2020

Number of theCompany’s shares
owned

1,026,847

Representative Director, COO and General
Manager of Administration Division
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.
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)
Reelection

5

Attendance at Board of
Directors meetings
25/25

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

760,915[Significant concurrent positions outside the Company]
Representative Director and President of FUKUHARA CO.,LTD.
Representative Director and President of Happiness Delica Co.,
Ltd.
Representative Director and President of Kajio Flower 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 andas 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.

-8-

Candidate
No.

Name
(Date of birth)

Akira Muguruma(October 16, 1953)

Career summary, position and responsibilities in the Company[Significant concurrent positions outside the Company]
Feb. 1981

Joined Fuji Co., Ltd. (currently Douhoku Arcs
Co., Ltd.)

Dec. 1987

Director

July 1991

Managing Director

July 1992

Senior Managing Director

July 1998

Representative Director and President (current
position)

Oct. 2004

Director and Executive Officer of the Company

June 2022

Executive Officer

May 2023

Director and Executive Officer (current
position)

Reelection

6

Attendance at Board of
Directors meetings
19/19

Number of theCompany’s shares
owned

379,471[Significant concurrent positions outside the Company]
Representative Director and President of Douhoku Arcs Co.,Ltd.
Reasons for nomination as candidate for Director
Akira Muguruma has been responsible for the management of Fuji Co., Ltd. (currently Douhoku Arcs Co., Ltd.) as its
Representative Director and President since 1998, demonstrating his skill in business development. He possesses
abundant experience and achievements related to the supermarket business. In addition, as a Director and Executive
Officer of the Company from 2004 to 2022, and from 2023 onward, he has contributed to business development
throughout the Group by utilizing his abundant management experience. Therefore, the Company has nominated him asa candidate for Director, judging that he is suitable to promote Group management and strengthen corporate governanceas Director of the Company.

Ryoko Sasaki(July 6, 1946)
Reelection
OutsideIndependent
7

Attendance at Board of
Directors meetings
25/25

June 1992

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

July 1995

Representative Director of R’s Seminar LLC

July 2002

Deputy Governor of Hokkaido Government

July 2007

Chairperson of Hokkaido Prefectural Public
Safety Commission

Apr. 2012

Councilor of Hokkaido Environment
Foundation (current position)

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

200[Significant concurrent positions outside the Company]
Councilor of Hokkaido Environment Foundation
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.

-9-

Candidate
No.

Name
(Date of birth)

Toyoko Togashi(June 11, 1955)
Reelection
OutsideIndependent
8

Attendance at Board of
Directors meetings
25/25

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

May 2022

Outside Director of the Company (current
position)

Apr. 2024

Number of theCompany’s shares
owned

–

Representative Director, Chairman andPresident of Hokkaido Human Resources Bank,
Co., Ltd. (current position)[Significant concurrent positions outside the Company]
Representative Director, Chairman and President 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.

Akio Koike(July 28, 1946)
New election
OutsideIndependent
9

Attendance at Board of
Directors meetings–

July 1969

Joined Japanese National Railways

Apr. 1987

Joined Hokkaido Railway Company
General Manager of Business Management
Office, General Planning Division

June 1994

Director and Deputy Head of General Planning
Division

June 2000

Representative Director, Senior Managing
Director, and General Manager of Development
Division

June 2003

Representative Director and President

June 2007

Representative Director and Chairman

Nov. 2011

Representative Director and President

June 2013

Representative Director and Chairman

June 2015

Outside Director of Medical System Network
Co., Ltd. (current position)–[Significant concurrent positions outside the Company]
Outside Director of Medical System Network Co., Ltd.
Reasons for nomination as candidate for outside Director, and summary of expected roles
Akio Koike possesses extensive insight as a senior corporate manager and abundant experience and achievements
related to organizational management. The Company has nominated him as a candidate for outside Director, judging
that he can be expected to utilize his experience and insight gained through broad 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.
Notes:

1. There is no special interest between any of the candidates and the Company.
2. Akira Muguruma was newly elected and assumed the position of Director at the 62nd Annual General Meeting of
Shareholders held on May 23, 2023, and his attendance at Board of Directors meetings held after his assumption of officeon May 23, 2023 is shown.
3. Ryoko Sasaki, Toyoko Togashi and Akio Koike 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.
4. (1) Ryoko Sasaki will have served as outside Director of the Company for nine years as of the conclusion of this General
Meeting of Shareholders.

- 10 -

(2) Toyoko Togashi will have served as outside Director of the Company for two years as of the conclusion of this General
Meeting of Shareholders.
5. The Company has concluded liability limitation agreements in accordance with the provisions of Article 427, paragraph(1) of the Companies Act with Ryoko Sasaki and Toyoko Togashi 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
Akio Koike under the same terms.

- 11 -

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

KiyoshiYokoyama

Director(iii)

Management skills & knowledge
(iv)

(v)

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

Industry
insight

○

○

○

○

○

Koichi
Furukawa

Executive Officer

(ii)

(vi)

(vii)

(viii)(ix)

DX, IT &security

Sales &
marketingGovernance

Sustainability

○

○

○

○

○

○
○

○

○

Kazuhisa
Nekomiya○○○

Takehiko
Miura

○

○

○

Ikuharu
Fukuhara

○

○

○

○

Akira
Muguruma

○

○

○

○

Ryoko
Sasaki○○○ToyokoTogashi

○

○

○

Akio
Koike

○

○

○

Hideki
Kogarimai

○

○

○

○

Tsukasa
Sawada○○○○KoichiInoue
Naoto
Matsuo

○
○

○
○

○

○

○

○

○

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

- 12 -○○○○

Payment of Bonuses to Officers

Proposal No. 4:

The Company proposes to pay an officers’ bonus totaling ¥17,464,000 to nine Directors (including three outside
Directors) and four Audit & Supervisory Board Members in office as of the end of the fiscal year under review (Theaforementioned amount includes ¥12,614,000 for Directors who are not outside Directors, ¥2,100,000 for outside
Directors, and ¥2,750,000 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. After deliberation by the Nomination and Compensation
Committees, it was determined by the Board of Directors, and which is deemed to be 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.

Payment of Retirement Benefits to Retiring Directors

Proposal No. 5:

In order to reward Hiroshi Saeki, who will retire as Director due to expiration of his terms at the conclusion of this
General Meeting of Shareholders, for his services during his terms, we would like to pay him a reasonable amountof retirement benefits in accordance with the Company’s internal rules.
After deliberation by the Nomination and Compensation Committees, this proposal has been determined by the Boardof 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 theCompany 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 Director is as follows.
Name
Hiroshi Saeki

Career summary
May 2014

Outside Director of the Company (current position)- 13 -