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 2, 2023
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 62nd Annual General Meeting of Shareholders
It is my pleasure to inform you that the 62nd 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 62nd Annual General Meeting of Shareholders” and “Matters Concerning the 62nd
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/stock/report/ (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, please search for the issue name (company name) “ARCS” or the securities code “9948” and select “Basic
Information” and “Documents for Public Inspection/PR Information.”)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 22, 2023 (JST).

-1-1. Date and Time: Tuesday, May 23, 2023, 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 62nd fiscal year (from March
1, 2022 to February 28, 2023)
2. Non-consolidated Financial Statements for the 62nd fiscal year (from March 1, 2022 to February 28, 2023)
Matters to be resolved
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Nine (9) Directors
Proposal No. 3:
Election of Four (4) Audit & Supervisory Board Members
Proposal No. 4:
Payment of Bonuses to Officers
Proposal No. 5:
Payment of Retirement Benefits to the Late Koichi Miura
Proposal No. 6:
Continuation of the Measures to Respond to a Large-Scale Purchase of the Company’s
Shares (Takeover Defense Measures)
Other Measures to be Provided in Electronic Format (Matters Omitted from the Document to be Delivered)
The following items are not included in this Notice of Convocation because they are posted on the respective websites listed on page
1 of this Notice of Convocation in accordance with laws and regulations and Article 17, Paragraph 2 of the Company’s Articles ofIncorporation.
(i) Business Report: Systems to ensure appropriate business operations and the operational status of these systems andBasic 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
The Business Report audited by Audit & Supervisory Board Members and the Consolidated Financial Statements and Nonconsolidated Financial Statements audited by Audit & Supervisory Board Members and the Independent Auditor include items (i),(ii) and (iii) above, in addition to each of the documents listed in this Notice of the Annual General Meeting of Shareholders.

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 revised Companies Act, which took effect on September 1, 2022, has initiated a system for the provision in electronic format
of general meeting of shareholders reference documents*. Under this system, shareholders may, in principle, access the website
and view the reference documents for the general meeting of shareholders via the Internet, with an exception that the paper-basedreference documents will be only delivered to those shareholders who have requested by the record date of the general meeting ofshareholders in accordance with the prescribed method.
*Refers to the Reference Documents for the General Meeting of Shareholders, Business Report, Audit Report, Non-consolidated
Financial Statements and Consolidated Financial Statements.
Notwithstanding the above Revised Act, the reference documents for this Annual General Meeting of Shareholders of the Company
will uniformly be delivered in printed format as before. With respect to the reference documents for the next and subsequent
general meetings of shareholders, with the exception of certain details, will be only delivered to shareholders who have requested
the paper-based documents. We appreciate your understanding.

-2-

[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)-3-

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: ¥1,679,491,500
Effective date of dividend of surplus
May 24, 2023

-4-

Proposal No. 2:

Election of Nine (9) Directors

The terms of office of eight Directors will expire at the conclusion of this General Meeting of Shareholders.
Director Koichi Miura passed away on April 13, 2023, and thus retired from office.
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 ofRalse Co., Ltd.
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 Co., Ltd.
Director of Donan Ralse Co., Ltd.
Director of Eldy Co., Ltd.

Reelection

3

Kazuhisa
Nekomiya

Director and Executive
Officer

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

Reelection

4

Takehiko Miura

Director and Executive
Officer

Representative Director and President of Universe
Co., Ltd.

Reelection

Reelection

Candidate
No.

1

Name

5

Ikuharu Fukuhara

Director and Executive
Officer

Representative Director and President of FukuharaCo., Ltd.
Representative Director and President of Happiness
Delica Co., Ltd.
Representative Director and President of Kajio
Flower Co., Ltd.

6

Akira Muguruma

Executive Officer

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

New election

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

Director

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

Reelection
OutsideIndependent

Reelection:

Candidate for Director to be reelected

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

Independent officer as defined by the securities exchange-5-Candidate
No.

Name
(Date of birth)

Kiyoshi Yokoyama(May 15, 1935)
Reelection

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)[Significant concurrent positions outside the Company]
Representative Director, Chairman and CEO of Ralse Co., Ltd.

Attendance at Board of
Directors meetings
25/25
1

Number of theCompany’s shares
owned

3,040,554

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.
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
25/25

May 2021

Director and Executive Vice President (current
position)

Koichi Furukawa(May 7, 1956)

2

11,035[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.

-6-

Candidate
No.

Name
(Date of birth)

Kazuhisa Nekomiya(August 11, 1960)
Reelection

3

Attendance at Board of
Directors meetings
24/25

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

15,014

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.
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
25/25

May 2020

506,702

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.

-7-

Candidate
No.

Name
(Date of birth)

Ikuharu Fukuhara(September 30, 1967)
Reelection

5

Attendance at Board of
Directors meetings
25/25

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

Number of theCompany’s shares
owned

750,715

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

Akira Muguruma(October 16, 1953)
New election

6

Attendance at Board of
Directors meetings–

Feb. 1981

Joined Fuji Co., Ltd. (currently Dohoku 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

May 2022

Executive Officer (current position)

379,471[Significant concurrent positions outside the Company]
Representative Director and President of Dohoku Arcs Co., Ltd.
Reasons for nomination as candidate for Director
Akira Muguruma has been responsible for the management of Fuji Co., Ltd. (currently Dohoku 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, he has contributed to business development throughout the Group by
utilizing his abundant management experience. Therefore, the Company has nominated him as a candidate for Director,
judging that he is suitable to promote Group management and strengthen corporate governance as Director of theCompany.

-8-

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
25/25

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
24/25[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.

-9-–

Candidate
No.

Name
(Date of birth)

Toyoko Togashi(June 11, 1955)
Reelection
OutsideIndependent
9

Attendance at Board of
Directors meetings
19/19

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.
(current position)

May 2022

Number of theCompany’s shares
owned

–

Outside Director of the Company (current
position)[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. Toyoko Togashi was newly elected and assumed the position of Director at the 61st Annual General Meeting of
Shareholders held on May 24, 2022, and her attendance at Board of Directors meetings held after her assumption of officeon May 24, 2022 is shown.
3. 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.
4. (1) Hiroshi Saeki will have served as outside Director of the Company for nine years as of the conclusion of this General
Meeting of Shareholders.
(2) Ryoko Sasaki will have served as outside Director of the Company for eight years as of the conclusion of this General
Meeting of Shareholders.
(3) Toyoko Togashi will have served as outside Director of the Company for one year 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 Hiroshi Saeki, Ryoko Sasaki and Toyoko Togashi, to enable them to fulfill the roles expectedof an outside Director. Under these agreements, their liability for damages under Article 423, paragraph (1) of theaforementioned Act is limited to the minimum amount provided for in laws and regulations, and the Company intends tocontinue the same liability limitation agreements if each is reelected as outside Director at this General Meeting of
Shareholders.

- 10 -

[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

○

○

○
○

○

○

○

Kazuhisa
Nekomiya

○

○

○

○

Takehiko
Miura

○

○

○

○

Ikuharu
Fukuhara

○

○

○

○

Akira
Muguruma

○

○

○

○

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.

- 11 -○

Proposal No. 3:

Election of Four (4) Audit & Supervisory Board Members

The terms of office of all four Audit & Supervisory Board Members will expire at the conclusion of this General
Meeting of Shareholders.
Therefore, the Company proposes the election of four (4) Audit & Supervisory Board Members once again.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

1

2

3

4

Reelection:
Outside:Independent:

Name

Significant concurrent positions
outside the Company

Position

Hiroyuki Sagawa

Full-time Audit &Supervisory Board
MemberFull-time Audit & Supervisory Board Member ofRalse Co., Ltd.
Audit & Supervisory Board Member of Universe
Co., Ltd.
Audit & Supervisory Board Member of Beljois
Co., Ltd.
Audit & Supervisory Board Member of FukuharaCo., Ltd.
Audit & Supervisory Board Member of Dohoku
Arcs Co., Ltd.
Audit & Supervisory Board Member of Tokou
Store Co., Ltd.
Audit & Supervisory Board Member of Donan
Ralse Co., Ltd.
Audit & Supervisory Board Member of Doto Arcs
Co., Ltd.
Audit & Supervisory Board Member of Ito Chain
Co., Ltd.
Audit & Supervisory Board Member of OTANICo., Ltd.
Audit & Supervisory Board Member of Eldy Co.,Ltd.

Takayuki Tamori

Audit & Supervisory
Board Member

Audit & Supervisory Board Member of Ralse Co.,Ltd.
Full-time Audit & Supervisory Board Member ofTokou Store Co., Ltd.

Reelection

Audit & Supervisory
Board Member

Head of the Takashima Sogo Law Office
Audit & Supervisory Board Member of Ralse Co.,Ltd.
Audit & Supervisory Board Member of FukuharaCo., Ltd.
Audit & Supervisory Board Member of Dohoku
Arcs Co., Ltd.
Audit & Supervisory Board Member of Tokou
Store Co., Ltd.

Reelection
OutsideIndependent

Audit & Supervisory
Board Member

Head of the Kazunori Ito Certified Public Tax
Accountant Office
Audit & Supervisory Board Member of Ralse Co.,Ltd.
Audit & Supervisory Board Member of FukuharaCo., Ltd.
Audit & Supervisory Board Member of Dohoku
Arcs Co., Ltd.
Audit & Supervisory Board Member of Tokou
Store Co., Ltd.

Reelection
OutsideIndependent

Satoru Takashima

Kazunori Ito

Candidate for Audit & Supervisory Board Member to be reelected
Candidate for outside Audit & Supervisory Board Member
Independent officer as defined by the securities exchange- 12 -

Reelection

Candidate
No.

Name
(Date of birth)

Hiroyuki Sagawa(May 31, 1949)
Reelection

1

Attendance at Board of
Directors meetings
25/25

Career summary and position in the Company[Significant concurrent positions outside the Company]
Apr. 1974

Joined Jotetsu Shoji (currently Tokou Store Co.,Ltd.)

May 1989

Director

June 1997

Managing Director

June 2002

Senior Managing Director

May 2008

Audit & Supervisory Board Member (current
position)

May 2014

Full-time Audit & Supervisory Board Memberof the Company (current position)

Number of theCompany’s shares
owned[Significant concurrent positions outside the Company]
Full-time Audit & Supervisory Board Member of Ralse Co.,
Ltd.

1,800

Audit & Supervisory Board Member of Universe Co., Ltd.
Audit & Supervisory Board Member of Beljois Co., Ltd.
Audit & Supervisory Board Member of Fukuhara Co., Ltd.
Audit & Supervisory Board Member of Dohoku Arcs Co., Ltd.
Audit & Supervisory Board Member of Tokou Store Co., Ltd.
Audit & Supervisory Board Member of Donan Ralse Co., Ltd.
Audit & Supervisory Board Member of Doto Arcs Co., Ltd.
Audit & Supervisory Board Member of Ito Chain Co., Ltd.
Audit & Supervisory Board Member of OTANI Co., Ltd.
Audit & Supervisory Board Member of Eldy Co., Ltd.

Reasons for nomination as candidate for Audit & Supervisory Board Member
Hiroyuki Sagawa has abundant experience and knowledge in the supermarket business through his management ofTokou Store Co., Ltd. as a Director since 1989, as a Managing Director since 1997, and as a Senior Managing Director
since 2002. In addition, as a Full-time Audit & Supervisory Board Member of the Company since 2014, he has
contributed to fair auditing throughout the Group by utilizing his abundant experience and knowledge. Therefore, theCompany has again nominated him as a candidate for Audit & Supervisory Board Member, judging that he is suitable tocontinue as an Audit & Supervisory Board Member of the Company.

Takayuki Tamori(November 2, 1952)

Apr. 1976

Joined Jotetsu Shoji (currently Tokou Store Co.,Ltd.)

June 1995

Director

May 2010

Managing Director

May 2014

Full-time Audit & Supervisory Board Member(current position)

May 2019

Audit & Supervisory Board Member of theCompany (current position)

Reelection

2

Attendance at Board of
Directors meetings
24/25

1,200

[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Ralse Co., Ltd.
Full-time Audit & Supervisory Board Member of Tokou Store
Co., Ltd.

Reasons for nomination as candidate for Audit & Supervisory Board Member
Takayuki Tamori has abundant experience and knowledge in the supermarket business through his management ofTokou Store Co., Ltd. as a Director since 1995 and as a Managing Director since 2010. In addition, as an Audit &Supervisory Board Member of the Company since 2019, he has contributed to fair auditing throughout the Group by
utilizing his abundant experience and knowledge. Therefore, the Company has again nominated him as a candidate for
Audit & Supervisory Board Member, judging that he is suitable to continue as an Audit & Supervisory Board Memberof the Company.

- 13 -

Candidate
No.

Name
(Date of birth)

Satoru Takashima(October 21, 1951)
Reelection
OutsideIndependent
3

Attendance at Board of
Directors meetings
24/25

Career summary and position in the Company[Significant concurrent positions outside the Company]
Apr. 1979

Registered as an attorney at law

Apr. 1985

Established Satoru Takashima Law Office

May 1993

Audit & Supervisory Board Member of theCompany (current position)

Jan. 1996

Established Sapporo Chuo Law Office

Aug. 2006

Head of the Takashima Sogo Law Office(current position)

Number of theCompany’s shares
owned

–

[Significant concurrent positions outside the Company]
Head of the Takashima Sogo Law Office
Audit & Supervisory Board Member of Ralse Co., Ltd.
Audit & Supervisory Board Member of Fukuhara Co., Ltd.
Audit & Supervisory Board Member of Dohoku Arcs Co., Ltd.
Audit & Supervisory Board Member of Tokou Store Co., Ltd.

Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Although Satoru Takashima has no experience of being involved in corporate management, he has knowledge andexperience in legal matters as an attorney who serves as the head of a law office. The Company expects him to use thatknowledge and experience to fairly audit the entire Group from a legal perspective and provide advice and information.
Having judged that he can appropriately perform his duties as an outside Audit & Supervisory Board Member of theCompany, the Company nominates him as a candidate for outside Audit & Supervisory Board Member.

Kazunori Ito(May 16, 1949)
Reelection
OutsideIndependent

4

Attendance at Board of
Directors meetings
25/25

Apr. 1968

Joined SAPPORO Regional Taxation Bureau

July 2008

District Director of Sapporo Naka Tax Office

July 2009Retired from SAPPORO Regional Taxation
BureauAug. 2009

Registered as Certified Public Tax Accountant
Head of the Kazunori Ito Certified Public Tax
Accountant Office (current position)

May 2013

Audit & Supervisory Board Member of theCompany (current position)–[Significant concurrent positions outside the Company]
Head of the Kazunori Ito Certified Public Tax Accountant Office
Audit & Supervisory Board Member of Ralse Co., Ltd.
Audit & Supervisory Board Member of Fukuhara Co., Ltd.
Audit & Supervisory Board Member of Dohoku Arcs Co., Ltd.
Audit & Supervisory Board Member of Tokou Store Co., Ltd.

Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Although Kazunori Ito has no experience of being involved in corporate management, he has knowledge and experiencein finance and accounting as a certified tax accountant who worked for the National Tax Agency and then as the head ofa Tax Accountant Office. The company expects him to use his knowledge and experience to conduct a fair audit andprovide advice and information from a tax and accounting perspective. Having judged that he can appropriately perform
his duties as an outside Audit & Supervisory Board Member of the Company, the Company nominates him as candidatefor outside Audit & Supervisory Board Member.
Notes:

1. There is no special interest between any of the candidates and the Company.
2. Satoru Takashima and Kazunori Ito are candidates for outside Audit & Supervisory Board Member, and the Company has
notified the securities exchanges in Japan where the Company is listed of their designation as independent officers, asprescribed by the aforementioned exchanges.
3. (1) Satoru Takashima will have served as Audit & Supervisory Board Member of the Company for 30 years as of theconclusion of this General Meeting of Shareholders.
(2) Kazunori Ito will have served as Audit & Supervisory Board Member of the Company for 10 years as of the conclusionof this General Meeting of Shareholders.

- 14 -

4. The Company has concluded liability limitation agreements in accordance with the provisions of Article 427, paragraph(1) of the Companies Act with Satoru Takashima and Kazunori Ito, to enable them to fulfill the roles expected of an outside
Audit & Supervisory Board Member. 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, and the Company
intends to continue the same liability limitation agreements if each is reelected as outside Audit & Supervisory Board
Member under this Proposal.

- 15 -

Proposal No. 4:

Payment of Bonuses to Officers

The Company proposes to pay an officers’ bonus totaling ¥15,731,000 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 ¥11,431,000 for Directors who are not outside Directors, ¥1,800,000 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. 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.

Proposal No. 5:

Payment of Retirement Benefits to the Late Koichi Miura

Koichi Miura (previous Director), who passed away on April 13, 2023, utilized his abundant management experience
related to the supermarket business to contribute significantly to the development of the Group since assuming officeas Representative Director and Chairman of the Company in October 2011.
Accordingly, in order to reward Koichi Miura for his services during his term, we would like to pay him a reasonableamount of 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 Koichi Miura is as follows.
Name

Koichi Miura

Career summary
Oct. 2011

Representative Director and Chairman of the Company

May 2021

Director and Chairman

May 2022

Director (current position)

Apr. 2023

Passed away, thus retiring from office- 16 -

Proposal No. 6:

Continuation of the Measures to Respond to a Large-Scale Purchase of the Company’s Shares(Takeover Defense Measures)

The Company introduced the “measures to respond to a large-scale purchase of the Company’s shares (takeover
defense measures)” (hereinafter the “Former Plan”), at the Board of Directors meeting held on March 17, 2008,
which was approved by shareholders at the 47th Annual General Meeting of Shareholders held on May 29, 2008.
Subsequent to that, continuation of the partially renewed Former Plan was approved as the “measures to respond toa large-scale purchase of the Company’s shares (takeover defense measures)” (hereinafter the “Current Plan”), at the50th Annual General Meeting of Shareholders held on May 24, 2011. Thereafter, continuation of the Current Plan
was approved at the 53rd Annual General Meeting of Shareholders held on May 27, 2014, at the 56th Annual General
Meeting of Shareholders held on May 23, 2017, and at the 59th Annual General Meeting of Shareholders held on
May 26, 2020. Validity of the Current Plan was scheduled to expire at the conclusion of this General Meeting of
Shareholders.
The Company has continuously considered the way the takeover defense measures should be, including the review
of appropriateness of its continuation, as one of the initiatives for ensuring and enhancing its corporate value andcommon interests of shareholders, based on changes in the socio-economic environment thereafter, the latest
development of the trends and debates concerning the details of the corporate governance code and the takeover
defense measures.
As a result, at the meeting of the Board of Directors of the Company held on April 14, 2023, the Company decided
to continue the “measures to respond to a large-scale purchase of the Company’s shares (takeover defense measures)”original plan (hereinafter the “Continuation”; countermeasures after this continuation shall be referred to as the“Plan”) after carrying out partial revisions to the Current Plan subject to the approval of shareholders at this General
Meeting of Shareholders as an initiative to prevent decisions on the financial and business policies of the Company
from being controlled by inappropriate parties in the context of its basic policy regarding the state of parties who
control decisions on the financial and business policies of the Company (hereinafter the “Basic Policy on Control of
the Company”) as prescribed in Article 118, Item (iii) of the Regulation for Enforcement of the Companies Act.
All four Audit & Supervisory Board Members of the Company noted their opinion that they agree with the Plan on
the condition that the detailed implementation of the Plan is carried out appropriately.
For the Continuation, the main changes from the Current Plan are as shown below. (Other partial rephrasing,reordering, etc. have been carried out.)(i) This is limited to the scope illustrated for Large-Scale Purchases for which the Board of Directors can decide
to exercise countermeasures in the case that the Large-Scale Purchase Rules (defined in I. 1. below) arefollowed.
(ii) It has been clarified that no money will be paid as consideration in the event that the Company acquires shareacquisition rights held by a party for whom the exercise of share acquisition rights that have been delivered
due to the exercising of countermeasures (allotment of share acquisition rights without contribution) is not
permitted.

- 17 -

I.

Detail of this Plan subject to shareholders’ approval

1.

Purpose of this Plan
The Group focuses its management resources on the supermarket business and its peripheral businesses, andstated “Contribute to a prosperous life by providing valuable products and services at low cost as a regional
lifeline” as its group philosophy.
In order for the Group to contribute to the realization of a sustainable society, it believes that it is important not
to make decisions based solely on profit when the operation of stores is difficult in the event that the businessconditions of specific regions or stores deteriorates temporarily or due to the occurrence of disasters, etc., but todemonstrate the Group’s collective strengths, such as other regions and stores covering for those issues, tocontribute to customers’ lives, maintain employment in the region, and provide food, daily necessities, etc. topeople living in the region.
Based on this belief, this Plan is proposed to be continued as a measure to prevent decisions on the financial andbusiness policies of the Company from being controlled by inappropriate parties in light of its basic policy on
the control over the company, in order for the Group to continue and develop the supermarket business as aregional lifeline.
The Board of Directors of the Company does not unconditionally deny free trading of the Company’s shares of
the Company, a listed company, nor refuse an act of or proposal for large-scale purchase of the Company’s
shares. However, the Board has witnessed a number of cases of large-scale purchase, etc. which have actually
undermined the corporate value and/or common interests of shareholders, so it believes that sufficient time andinformation should be provided for shareholders to examine the conditions of purchase, etc., while discussing
or proposing alternative ideas.
As of February 28, 2023, roughly 19.6% of the Company’s issued shares were held by officers of the Company
and related parties. However, the Company cannot exclude the possibility that its officers and related parties
may in the future transfer or otherwise dispose their shares depending on individual circumstances, resulting in
reduction of the officers’ ownership ratio. The Company’s shares other than those held by officers are largely
held by individual shareholders, the employee shareholding association, institutional investors such as trustbanks, domestic corporations and foreign corporations, etc. If a party intends to make large-scale purchase, etc.,
the Company believes it is important for those shareholders to secure time and information to examine the detailsof the act of or proposal for the large-scale purchase, etc., and opinion of the Board of Directors of the Company
as well as the alternative proposals, in order to finalize their decisions appropriately on whether to accept the
proposed large-scale purchase, etc.
In view of such circumstances, the Board of Directors of the Company believes that, in case of an act of or
proposal for large-scale purchase of the Company’s shares, securement of information and time necessary forshareholders to make a good decision and negotiate with the purchaser, etc., under certain reasonable rules alignwith the corporate value of the Company and common interests of shareholders. The Board has therefore
established certain rules for ensuring the information provision and certain period for examination at the time oflarge-scale purchase (hereinafter the “Large-Scale Purchase Rules”) and decided to continue this Plan as
takeover defense measures including the policies for responding to a large-scale purchase carried out by aninappropriate party in light of the Company’s basic policy on the control over the company, subject to approvalof shareholders at this General Meeting of Shareholders. Please refer to Appendix 1 for the overall outline ofthis Plan.

2.

Type of purchase of the Company’s shares, etc., that falls under this Plan
Purchase of the Company’s shares, etc. (Note 1) intended to increase the proportion of voting rights (Note 2) of
the specific shareholder group (Note 3) to 20% or higher, or purchase of the Company’s shares, etc., with theproportion of voting rights of the specific shareholder group resulting in an increase to 20% or higher, falls under
this Plan (in either case, excluding the purchase agreed upon in advance by the Board of Directors of theCompany, and including any purchase methods such as market trading and tender offer; such purchasehereinafter referred to as the “Large-Scale Purchase,” and a party engaged in such act as the “Large-Scale
Purchaser”)- 18 -

Note 1:

Shares, etc., refer to either shares, etc. as defined in Article 27-23, paragraph (1) of the Financial Instruments andExchange Act, or shares, etc. as defined in Article 27-2, paragraph (1) of the same Act.

Note 2:

Proportion of voting rights is defined as:(i)

in case that the specific shareholder group falls under (i) of Note 3 below, ownership ratio of shares, etc., of such holder (asdefined in Article 27-23, paragraph (4) of the same Act, in which case number of shares, etc., held by joint-holders of suchholder [as defined in the same paragraph, hereinafter the same] shall be added);or(ii) in case that the specific shareholder group falls under (ii) of Note 3 below, combined ownership ratio of shares, etc., of theLarge-Scale Purchaser and its specially related parties (as defined in Article 27-2, paragraph (8) of the same Act). In
calculating ratio of voting rights held by each concerned party, total number of voting rights (as defined in Article 27-2,
paragraph (8) of the same Act), and the total number of issued shares (as defined in Article 27-23, paragraph (4) of the sameAct) may be quoted from securities report, quarterly report or share buyback report, whichever submitted recently.
Note 3:(i)

Specific shareholder group is defined as:a holder (including a party who falls under the category of a holder as defined in Article 27-23, paragraph (3) of the same
Act; hereinafter the same) of the Company’s shares, etc. (as defined in paragraph (1) of the same Article), as well as its jointholders (as defined in paragraph (5) of the same Article, including parties deemed as joint-holders pursuant to paragraph (6)of the same Article, hereinafter the same);or(ii) a party conducting a purchase, etc., (as defined in Article 27-2, paragraph (1) of the same Act, including a purchase conductedin the financial instruments exchange market) of the Company’s shares, etc., (as defined in paragraph (1) of the same Article),and its specially related parties (as defined in paragraph (7) of the same Article).

3.

Establishment of the Independent Committee
The Board of Directors of the Company shall make a final decision regarding whether such Large-Scale
Purchase complied with the Large-Scale Purchase Rules, or whether the countermeasures should be taken on
the grounds that such Large-Scale Purchase is considered to significantly undermine the corporate value of theCompany and the common interests of shareholders even if such Large-Scale Purchase complied with the LargeScale Purchase Rules. Meanwhile, in order to operate this Plan appropriately, prevent the Board of Directors
from making arbitrary decisions and ensure objective and rational decision at the Board of Directors, theIndependent Committee shall be established in accordance with the Independent Committee Regulations (Pleaserefer to Appendix 2 for the outline of the Regulations.) in the same manner as prescribed under the Current Plan.
The Independent Committee shall consist of three or more members. They shall be appointed from among
persons who are either of outside Audit & Supervisory Board Members or outside experts (Note) and who are
independent of business execution of the Company, in order to ensure a fair and neutral decision. Members of
the Independent Committee shall be announced as soon as appointed by the Board of Directors of the Company.
Current members of the Independent Committee Satoru Takashima, an outside Audit & Supervisory Board
Member as well as Tatsuya Hori and Shinichi Tanaka, outside experts are scheduled to continuously serve as
members of the Committee after this Plan is continued. (Please refer to Appendix 3 for their career summary.)
Prior to exercising the countermeasures, the Board of Directors shall consult with the Independent Committee
regarding the appropriateness of exercising the countermeasures, and the Independent Committee shall makerecommendations to the Board regarding whether the countermeasures can be exercised, based on the careful
evaluation and examination of the Large-Scale Purchase in light of enhancing the corporate value of theCompany and the common interests of its shareholders. The Board of Directors shall make a decision on theexercise of the countermeasures while fully respecting the recommendations by the Independent Committee.
The Independent Committee may request holding of the General Meeting of Shareholders for resolution on such
exercise in making the recommendations on the exercise of the countermeasures. Based on such request, theBoard of Directors of the Company may call for the General Meeting of Shareholders to ask shareholders todecide whether to exercise the countermeasures under this Plan. The outline of the recommendations made by
the Independent Committee shall be announced as appropriate.
In doing so, the Committee may, at the cost of the Company, obtain advice as appropriate of external independent
third party specialists (including financial advisors, certified public accountants, attorneys-at-law, consultants,
and other experts) in order to ensure that the decision of the Independent Committee is made in a manner tocontribute to the corporate value of the Company and the common interests of shareholders.
- 19 -

Note:

4.

An outside expert refers to a senior corporate executive with proven track record, ex-government official, attorney-at-law,certified public accountant, persons with academic experience or those equivalent thereto.

Outline of the Large-Scale Purchase Rules(1) Prior submission of a letter of intent by the Large-Scale Purchaser to the Company
A Large-Scale Purchaser intending to exercise the Large-Scale Purchase of the Company’s shares isrequired to submit to the Board of Directors of the Company a letter of intent written in Japanese containing
the following information with a pledge of compliance with the Large-Scale Purchase Rules, in a form
prescribed by the Company before exercising or proposing the Large-Scale Purchase.
(a) Name and address of the Large-Scale Purchaser(b) Law governing the incorporation(c) Name of the representative(d) Contact address in Japan(e) Outline of the proposed Large-Scale Purchase(f) Pledge of compliance with the Large-Scale Purchase Rules under this Plan
Upon receipt of the letter of intent from the Large-Scale Purchaser, the Board of Directors shall immediately
announce such receipt and its detail as appropriate.
(2) Provision of the necessary information from the Large-Scale Purchaser
The Board of Directors of the Company shall, within ten business days from the next day of the receipt ofthe letter of intent containing all the information as listed in (1) (a)-(f) above, issue a document (hereinafter
the “List of Necessary Information”) describing information concerning the Large-Scale Purchase(hereinafter the “Necessary Information”). The Large-Scale Purchaser is required to submit the Necessary
Information in Japanese to the Board of Directors of the Company in accordance with the description of
the List of Necessary Information.
Common items in the Necessary Information are listed as follows. While detail of the Necessary
Information varies depending on the attributes of the Large-Scale Purchaser as well as the content of theLarge-Scale Purchase, the scope shall be limited to the extent necessary and sufficient for shareholders tomake a decision and for the Board of Directors to form its opinion.
(a) Details (including name, business description, career summary or history, capital structure, financial
conditions, and experiences of businesses similar to the business of the Company and the Group) of
the Large-Scale Purchaser and its group (including joint-holders, specially related parties and, in thecase of a fund, partners and other members)(b) The purpose, method and other details of the Large-Scale Purchase (including amounts and types ofconsideration for the Large-Scale Purchase, the timing of the Large-Scale Purchase, the structure of
any related transactions, the legality of the method of the Large-Scale Purchase, feasibility of theLarge-Scale Purchase and any related transactions)(c) The basis of calculation of the consideration for the Large-Scale Purchase (including facts underlying
the calculation, the method of calculation, numerical information used in the calculation, and the detailsof synergy expected to arise from a series of transactions related to the Large-Scale Purchase)(d) Supporting documents explaining the source of funds for the Large-Scale Purchase (including thespecific name of the provider of the funds [including substantial providers of funds], funding methods
and the details of any related transactions)(e) Candidates for officers assumed to be put up after the completion of the Large-Scale Purchase(including information concerning experiences of businesses similar to the business of the Company
and the Group), management policies, business plans, financial plans, capital policies, dividend
policies, and asset utilization strategies of the Company and the Group(f) Changes and details thereof, if any, to the relationship between the Company and the Group and theirstakeholders including customers, business partners and employees following the completion of theLarge-Scale Purchase- 20 -

The Board of Directors of the Company may, with a view to ensuring prompt execution of the Large-Scale
Purchase Rules, set a deadline for the provision of information by the Large-Scale Purchaser as needed;
provided, however, that such deadline may be extended subject to a request by the Large-Scale Purchaser
on rational grounds.
If the Necessary Information submitted to the Company based on the above items is considered to be
insufficient for evaluating and examining the Large-Scale Purchase following the scrutiny by the Board of
Directors, it may set out a reasonable period as appropriate and request the Large-Scale Purchaser to provide
additional information until the Necessary Information is fully received.
When the Board of Directors considers that all the Necessary Information has been fully and sufficiently
provided by the Large-Scale Purchaser for the purpose of evaluating and examining the Large-Scale
Purchase, it sends a notice to the Purchaser to that effect and announces that.
However, if the Board of Directors received a reasonable explanation from the Large-Scale purchaser
regarding the difficulty in providing some of such Necessary Information regardless of the request forprovision of the additional Necessary Information, negotiation for the information provision by the LargeScale Purchaser may be terminated and the evaluation and examination by the Board of Directors as
described in (3) below may commence without all the Necessary Information at hand requested by the
Board of Directors. The Necessary Information provided to the Board of Directors shall be submitted to the
Independent Committee, while all or part of such information shall also be disclosed at a certain point as
considered appropriate by the Board of Directors, if such disclosure is deemed necessary for shareholders
to make a good decision.
(3) Evaluation and examination of the Necessary Information by the Board of Directors of the Company
After the completion of the Large-Scale Purchaser’s provision of the Necessary Information to the Boardof Directors, the Board sets either of a period not exceeding 60 days in the case of purchasing all of theCompany’s shares exclusively through cash tender offer (in Japanese yen), or a period not exceeding 90
days in the case of the Large-Scale Purchase through other methods, as a period for evaluation, examination,negotiation, opinion formation, and development of an alternative proposal by the Board (hereinafter the“Board of Directors’ Evaluation Period”), depending on the difficulty of evaluation, etc. of the Large-Scale
Purchase. During the Board of Directors’ Evaluation Period, the Board of Directors closely evaluates andexamines the provided Necessary Information while obtaining advice as appropriate of external
independent third party specialists (including financial advisors, certified public accountants, attorneys-atlaw, consultants and other experts), and with utmost respect for the recommendations from the Independent
Committee, carefully organizes and officially announces its opinion. The Board of Directors of theCompany will also negotiate the terms and conditions and points to be improved of the Large-Scale
Purchase with the Large-Scale Purchaser as necessary and may present an alternative proposal to its
shareholders.
5.

Policies for responding to the actual exercise of the Large-Scale Purchase(1) If the Large-Scale Purchaser has not complied with the Large-Scale Purchase Rules
If the Large-Scale Purchaser has not complied with the Large-Scale Purchase Rules, the Board of Directorsof the Company may exercise countermeasures such as allotment of share acquisition rights without
contribution as authorized under the Companies Act or other laws as well as the Articles of Incorporationof the Company against the Large-Scale Purchase, for the purpose of protecting the Company’s corporate
value and the common interests of shareholders.
In considering whether the Large-Scale Purchase Rules have been complied with or not, circumstances of
the Large-Scale Purchaser are duly considered to a reasonable extent, and non-provision of a part of theNecessary Information alone should not be deemed as non-compliance with the Large-Scale Purchase Rules.
(2) If the Large-Scale Purchaser has complied with the Large-Scale Purchase Rules
If the Large-Scale Purchaser has complied with the Large-Scale Purchase Rules, even if the Board of
Directors disagrees to such Large-Scale Purchase, it only attempts to persuade shareholders by expressing
counter opinions against such Large-Scale Purchase proposal and/or presenting an alternative proposal,
without exercising countermeasures against it in principle. Shareholders would be asked to make- 21 -

consideration on their own whether to accept such Purchase proposal offered by the Large-Scale Purchaser,
as well as the opinion and the alternative proposal presented by the Company.
However, even in the case where the Large-Scale Purchaser has complied with the Large-Scale Purchase
Rules, if the Board of Directors considers that such Large-Scale Purchase falls under any of the following(a) to (e), and causes irretrievable damage to the Company, thus significantly undermines the Company’s
corporate value and the common interests of shareholders, the Board of Directors may exceptionally decide
to exercise countermeasures as described in (1) above to a necessary and reasonable extent, for the purposeof protecting the Company’s corporate value and the common interests of shareholders.
(a) Cases where the Purchaser is found not to have any intention to participate in the management of theGroup and to be purchasing the Company’s shares only for the purpose of selling the shares to theCompany’s related parties at a high price after driving the share price higher (so-called greenmailer)(b) Cases where the Purchaser is found to be purchasing the Company’s shares for the purpose of
conducting so called “scorched earth” management, by temporarily gaining control over the Group’s
management and transferring intellectual property rights, know-how, corporate secrets, major business
partners and customers that are necessary for the business operation of the Group to the Large-Scale
Purchaser or its group companies, etc.
(c) Cases where the Purchaser is found to be purchasing the Company’s shares with a view to using theGroup’s assets as collateral for, or the source of funds for repayment of, debts of the Large-Scale
Purchaser or its group companies, etc., after gaining control over the Group’s management(d) Cases where the Purchaser is found to be acquiring the Company’s shares for the purpose of
temporarily gaining control over the Group’s management and disposing high-value assets, etc., suchas real estate, securities, etc., of the Group by sale, and temporarily paying higher dividends from thedisposition proceeds or deliberately selling the Company’s shares at a high price as the share pricesurges during the period of the said temporarily higher dividends(e) Cases where the method of purchase of the Company’s shares proposed by the Purchaser is found to
impose restrictions on the opportunity or freedom of shareholders to make a decision by way of socalled coercive two-tier tender offer (the method of carrying out a tender offer in two steps where thePurchaser does not solicit the sale of all of the Company’s shares in the first stage while specifying
unfavorable terms and conditions for purchase in the second stage or not clarifying the terms andconditions for purchase in the second stage) and shareholders could be effectively forced to sell the
Company’s shares(3) Resolution of the Board of Directors and holding of the General Meeting of Shareholders
In making a decision as to whether to exercise countermeasures in the cases described in (1) or (2) above,
the Board of Directors of the Company shall respect the recommendations of the Independent Committee
to the maximum extent, fully consider the necessity and appropriateness of the countermeasures and pass a
resolution as the body authorized by the Companies Act concerning the exercise or non-exercise ofcountermeasures.
Regarding the specific means, the Board of Directors shall opt for the countermeasures that is deemed as
the most appropriate at that point in time. For example, in the case where the Board of Directors of theCompany allots share acquisition rights without contribution as one of the specific countermeasures, it shallfollow the outline in principle as described in Appendix 4. However, actual allotment of share acquisitionrights may require conditions including the exercise period and others for maximizing its effectiveness; forexample, a party to which share acquisition rights are allotted should not belong to the specific shareholder
groups with the proportion of voting rights in excess of a certain threshold.
In the case where the Board of Directors makes the recommendations on the exercise of thecountermeasures and call for the General Meeting of Shareholders for resolution on such exercise, it may
set a period not exceeding 60 days for allowing shareholders to fully consider whether it is appropriate toexercise the countermeasures under this Plan (hereinafter the “Shareholders’ Consideration Period”), andhold the General Meeting of Shareholders during such Period.

- 22 -

If the Board of Directors resolves holding of the General Meeting of Shareholders and the record date, theBoard of Directors’ Evaluation Period shall be terminated as of the date of such resolution, and proceed to
the Shareholders’ Consideration Period.
In calling for such General Meeting of Shareholders, the Board of Directors shall send shareholders adocument containing the Necessary Information provided by the Large-Scale Purchaser, the Board’s
opinion on the Necessary Information, the alternative proposal presented by the Board and any other matters
as deemed appropriate by the Board, along with the notice of the General Meeting of Shareholders andimmediately disclose the dispatch of such document.
The Board of Directors shall follow the resolution of such General Meeting of Shareholders regarding foror against the exercise of the countermeasures. The Board of Directors shall not exercise thecountermeasures if such General Meeting of Shareholders resolves not to exercise. The Shareholders’Consideration Period shall be terminated at the conclusion of such General Meeting of Shareholders, andthe results at the General Meeting of Shareholders shall be disclosed appropriately on a timely basis
following the resolution.
(4) Waiting Period for the Large-Scale Purchase
The “Waiting Period for the Large-Scale Purchase” is defined as the period from the date of submission of
the letter of intent as described in the above-mentioned 4. (1) “Prior submission of a letter of intent by theLarge-Scale Purchaser to the Company” to the Board of Directors of the Company, to the date of terminationof the Board of Directors’ Evaluation Period if the Shareholders’ Consideration Period is not set, or the
combination of the Board of Directors’ Evaluation Period and Shareholders’ Consideration Period, if the
Shareholders’ Consideration Period is set. The Large-Scale Purchase cannot be exercised during the Waiting
Period for the Large-Scale Purchase.
Accordingly, the Large-Scale Purchase can be exercised only after the elapse of the Waiting Period for theLarge-Scale Purchase.
(5) Suspension, etc., of the exercise of the countermeasures
In (3) above, if exercise of the countermeasures is deemed inappropriate by the Board of Directors for cases
where the Large-Scale Purchaser withdraws or makes a change to the Large-Scale Purchase after the
resolution for the exercise of the specific countermeasures at the Board of Directors or the General Meetingof Shareholders of the Company, the Board of Directors may suspend or otherwise halt the exercise of thecountermeasures with utmost respect for opinions or recommendations of the Independent Committee.
In the case where share acquisition rights are allotted without contribution as a countermeasure, for example,
if the exercise of the countermeasure is considered to be inappropriate by the Board of Directors due to thefact that the Large-Scale Purchaser withdraws or makes changes to the Large-Scale Purchase after the Boardof Directors’ resolution for allotment of share acquisition rights without contribution or after the allotment
thereof, the Board of Directors may suspend the exercise of the countermeasures by cancelling the allotmentof share acquisition rights without contribution until the day before the effective date of share acquisitionrights, or by the Company’s acquisition of the share acquisition rights without contribution (whereby
shareholders’ share acquisition rights are extinguished) until the day before commencement of the exercise
period after the allotment of share acquisition rights, based on recommendations of the Independent
Committee.
If the Company suspends the exercise of the countermeasures as mentioned above, the decision thereon
shall be disclosed appropriately on a timely basis in accordance with laws and regulations, and listing rulesof the financial instruments exchange on which the Company is listed.
6.

Commencement of adoption of this Plan, its effective period, continuation and abolition
This Plan shall take effect by the resolution of this General Meeting of Shareholders from the same date of such
resolution and expire at the conclusion of the 65th Annual General Meeting of Shareholders scheduled to beheld by May 31, 2026.
However, even after the continuation of this Plan is approved and it becomes effective at this General Meetingof Shareholders, it shall be abolished at the time when (i) the resolution passed for abolishing this Plan at theGeneral Meeting of Shareholders of the Company, or (ii) the resolution passed for abolishing this Plan at theBoard of Directors of the Company.
- 23 -

The Board of Directors may also review as appropriate and make changes to this Plan subject to the approval of
the General Meeting of Shareholders even during the effective period of this Plan, for the purpose of enhancing
the Company’s corporate value and the common interests of shareholders. If the Board of Directors decides oncontinuation, changes, abolition, etc., concerning this Plan, the detail thereof shall be disclosed without delay.
The Board of Directors may also make modifications or changes to this Plan as appropriate subject to the consent
of the Independent Committee, even during the effective period of this Plan, in the case where it is appropriate
to reflect the establishment, amendment or abolition of laws or regulations, or the financial instruments exchange
rules, etc., relevant to this Plan, or to modify the words and phrases for correcting typographical errors, insofar
as the interests of shareholders would not be harmed.

- 24 -

II. Supplementary explanation
While the detail of this Plan is as stated above, the impact on shareholders and the rationality of this Plan are as
follows.
1.

The impact, etc., of this Plan on shareholders(1) The impact, etc., of the Large-Scale Purchase Rules on shareholders
The Large-Scale Purchase Rules are intended to provide shareholders with information necessary formaking a decision on whether to accept the Large-Scale Purchase proposal and opinions of the Board of
Directors currently engaged in the management of the Company, while ensuring opportunities forshareholders to be presented with the alternative proposals. Under the Large-Scale Purchase Rules,
shareholders can make a proper decision on whether to accept the Large-Scale Purchase with adequate
information and proposal from the Board of Directors, which, the Company believes, will contribute toprotecting the Company’s corporate value and the common interests of shareholders. Thus, the Company
believes that the establishment of the Large-Scale Purchase Rules serves as a prerequisite for shareholders’appropriate decision-making, and contributes to shareholders’ interest.
As described in I. 5. above, since the Company’s policy for responding to the Large-Scale Purchase varies
depending on whether the Large-Scale Purchaser complies with the Large-Scale Purchase Rules,
shareholders would be kindly asked to stay alert to the behavior of the Large-Scale Purchaser.
(2) Impact of the exercise of countermeasures on shareholders
In the cases where the Large-Scale Purchaser has not complied with the Large-Scale Purchase Rules, orwhere, despite the Large-Scale Purchaser’s compliance with the Large-Scale Purchase Rules, the LargeScale Purchase is considered to cause irretrievable damage to the Company, thus significantly undermines
the Company’s corporate value and the common interests of shareholders, the Board of Directors may
exercise the countermeasures such as allotment of share acquisition rights as authorized under theCompanies Act or other laws as well as the Articles of Incorporation of the Company for the purpose ofprotecting the Company’s corporate value and the common interests of shareholders. However, in light of
the nature of such countermeasures, the Company does not assume any situation in which shareholders(excluding the Large-Scale Purchaser that does not comply with the Large-scale Purchase Rules, or thatexercises the Large-Scale Purchase considered to cause irretrievable damage to the Company, thus
significantly undermines the Company’s corporate value and the common interests of shareholders) may
suffer any particular losses in terms of their legal rights or economic aspect.
In the event that the Board of Directors decided to exercise specific countermeasures, timely and appropriate
disclosure shall be made in accordance with laws and regulations, and the financial instruments exchange
rules, etc. For example, in the case where share acquisition rights is allotted without contribution as thecountermeasure, shareholders receive the allotment of share acquisition rights without application forsubscription of the share acquisition rights, while they receive the Company’s shares as consideration forsubscription of the share acquisition rights without paying the amount of money equivalent to the exercise
price of the share acquisition rights, due to a procedure for acquiring the share acquisition rights taken by
the Company. Consequently, procedures such as application or payment is not needed. In such case,however, each shareholder receiving the share acquisition rights may be asked to submit a written
declaration in the form designated by the Company for pledging that he/she is not the Large-Scale Purchaser.
The Company may, even after the date of allotment of the share acquisition rights and the effective date of
the share acquisition rights, cancel the allotment of share acquisition rights, or acquire the share acquisitionrights without delivery of the Company’s shares to the share acquisition rights without contribution by the
day before the commencement of the exercise period of the share acquisition rights, due to circumstances
including the Large-Scale Purchaser’s withdrawal of the Large-Scale Purchase. In such cases, shareholders
or investors who sold or otherwise traded the Company’s shares based on the assumption that dilution of
economic value per share would occur after the shareholders received such allotment of share acquisitionrights without contribution are determined (after the ex-rights date) may be exposed to reasonable losses
due to share price fluctuation.

- 25 -

2.

Rationality of this Plan (regarding the nature of this Plan that complies with the basic policy on the control
over the company, coincides with the Company’s corporate value and the common interests ofshareholders, has no intention to preserve the status of the Company’s officers)(1) This Plan satisfies the requirements of the guidelines on takeover defense measures.
This Plan satisfies all three principles (principle of protecting and enhancing corporate value andshareholders’ common interests, principle of prior disclosure and shareholders’ will and principle of
ensuring the necessity and reasonableness of defensive measures) prescribed in the “Guidelines Regarding
Takeover Defense for the Purposes of Protection and Enhancement of Corporate Value and Shareholders’Common Interest” jointly published by the Ministry of Economy, Trade and Industry and the Ministry ofJustice on May 27, 2005.
This Plan is also based on a report, “Takeover Defense Measures in Light of Recent Environmental Changes”
published on June 30, 2008 by the Corporate Value Study Group, which was established in the Ministry of
Economy, Trade and Industry.
The Company shall comply with all the principles concerning takeover defense measures under the
corporate governance code (Principle 1.5, Supplementary Principle 1.5.1).
(2) This Plan is being introduced for the purpose of protecting and enhancing the common interests ofshareholders.
As noted in the I. 1 “Purpose of this Plan” above, this Plan is introduced for the purpose of protecting andenhancing the corporate value of the Company and the common interests of shareholders in the case wherea Large-Scale Purchase of the Company’s shares is proposed, by allowing shareholders to decide whether
to accept the proposal for the Large-Scale Purchase, securing information and time necessary for the Boardof Directors to present an alternative proposal, as well as by enabling the Company to negotiate with thePurchaser on behalf of its shareholders or to take similar actions.
(3) This Plan reflects shareholders’ intention.
This Plan is subject to the approval of shareholders at this General Meeting of Shareholders, andshareholders are asked to indicate their intention regarding this Plan for the purpose of reflecting
shareholders’ intention. If abolition of this Plan at the General Meeting of Shareholders of the Company isresolved even during its effective period after the continuation of this Plan, this Plan will be abolished at
the time, and shareholders’ intention will be reflected.
(4) This Plan respects the judgment of highly independent outside parties.
As specified in I. 5 “Policies for responding to the actual exercise of the Large-Scale Purchase” above,
exercise of the countermeasures under this Plan shall be decided in consultation with the Independent
Committee consisting of members independent of the management engaged in business execution of theCompany with utmost respect of the recommendations from the Committee, and a procedure for transparent
operation of this Plan is ensured with a view to contributing to the Company’s corporate value and thecommon interests of shareholders.
(5) This Plan is not a dead-hand-type nor slow-hand-type takeover defense measure.
This Plan may be abolished by the Board of Directors consisting of Directors who are elected at the General
Meeting of Shareholders of the Company. Therefore, this Plan is not a dead-hand-type takeover defense
measure (a takeover defense measure whose exercise cannot be prevented even after replacing a majorityof the members of the Board of Directors).
The term of office of Directors of the Company is one year. Consequently, this Plan is not a slow-hand-type
takeover defense measure (a takeover defense measure that requires time to prevent exercise of the plan
because the members of the Board of Directors cannot be replaced at once).
Resolution for dismissing the Company’s Directors does not additionally require any resolution such as
special resolution.

- 26 -

(Appendix 1)
Outline of This Plan (Procedural flow at the commencement of the Large-Scale Purchase)

The Large-Scale Purchaser

In the case of non-compliance with the Large-Scale Purchase Rules
Commencement of the Large-Scale Purchase not in compliance with
the Large-Scale Purchase Rules under this Plan

In the case of compliance with the Large-Scale Purchase Rules

The Large-Scale Purchase Rules
Submission of the letter of intent by the Large-Scale Purchaser

Non-submission of the letter of intent

Submission of the List of Necessary Information by the Board of Directors(Within 10 business days from the next day of the receipt of the letter of intent)

Submission of the Necessary Informationfrom the Large-Scale Purchaser
The Board of Directors’ Evaluation Period
Not exceeding 60 days or 90 days
 Evaluation and examination of the purchase proposal
 Formulation of the alternative proposal Negotiation with the Large-Scale Purchaser
Significant impairment to theCompany’s corporate value and thecommon interests of shareholders

Non-submission of the Necessary Information
In the case where reasonable explanation is given
for non-submission of a part of the Necessary
Information

Purchase prior to the expiry of the Board of Directors’ Evaluation Period

Consultation
Recommendations

Consultation
Recommendations

The Independent
Committee

The Board of Directors

Decision for exercise
In the case of holding the General Meeting of
Shareholders

Shareholders’ Consideration Period 60 days

Decision for nonexercise in
principle

Decision by shareholders at theGeneral Meeting of Shareholders
Disapproval

Non-exercise of countermeasures

Decision for exercise by the Board of Directors

Approval

Exercise of countermeasures↓

Decision by shareholders(Note)

This chart is a schematic illustration of the workflows of the main procedures presented for understanding of this Plan, anddoes not exhaustively show all procedures. For further details, please refer to the main text.

- 27 -

(Appendix 2)
Outline of the Independent Committee Regulations• The Independent Committee shall be established by the resolution of the Board of Directors of the Company.
• The Independent Committee shall consist of three or more members. The Independent Committee members
shall be appointed by resolution of the Board of Directors of the Company from among persons who are eitherof outside Audit & Supervisory Board Members or outside experts (senior corporate executives with proventrack record, ex-government officials, attorneys-at-law, certified public accountants, persons with academic
experience or persons equivalent thereto) and who are independent from the senior executives in charge ofbusiness execution of the Company, with a view to ensuring fair and neutral decision.
• The Independent Committee shall make recommendations for a decision with reasons and grounds, in principle,
to the Board of Directors of the Company regarding the matters consulted by the Board of Directors of theCompany, such as a decision as to whether the Large-Scale Purchaser has complied with the Large-Scale
Purchase Rules, whether the Large-Scale Purchase is considered to significantly undermine the Company’s
corporate value and the common interests of shareholders, whether the countermeasures should be exercised, orwhether to suspend the countermeasures after it has been exercised. Each member of the Independent
Committee shall make such a decision solely from the perspective of whether the matters in question
contributes to corporate value of the Company and the common interests of shareholders.
• In doing so, the Committee may, at the cost of the Company, obtain advice as appropriate of external
independent third party specialists (including financial advisors, certified public accountants, attorneys-at-law,consultants, and other experts).
• A resolution of the Independent Committee shall be passed by a majority of the votes of the Committee
members at a meeting in which two-thirds or more of its members are present.

- 28 -

(Appendix 3)
Career Summary of the Members of the Independent Committee
The Independent Committee after the continuation of this Plan is scheduled to remain served by the following three
persons.
Tatsuya Hori
(Career summary)
Apr. 1958
June 1993
Apr. 1995
Aug. 2004
Dec. 2009
Apr. 2010
June 2021

Born in November 1935
Joined Hokkaido Government
Deputy Governor of Hokkaido Government
Governor of Hokkaido Government
Chairperson of the Board of Sapporo University
Director and Chairperson of Hokkaido (Marketing) Institute of Research Ltd.
Director of Historical Museum of Hokkaido
Honorary Chairman of Hokkaido Sport Association (current post)

Shinichi Tanaka(Career summary)Sept. 1965
Aug. 1976
July 1995
Aug. 2004

Born in February 1939
Registered as a certified public accountant
Representative Partner of Shin Nihon & Co.
Executive Board Member of The Japanese Institute of Certified Public Accountant
Director of Certified Public Accountant Tanaka Shinichi Office (current post)

Satoru Takashima(Career summary)
Apr. 1979
Apr. 1985
May 1993
Jan. 1996
Aug. 2006

Born in October 1951
Registered as an attorney-at-law
Established Takashima Satoru Law Office
Audit & Supervisory Board Member of the Company (current position)
Established Sapporo Chuo Law OfficeDirector of Takashima Sogo Law Office (current post)

There is no special interest between any of each Independent Committee member listed above and the Company.
The Company has notified the financial instruments exchange in Japan where the Company is listed of designationof Satoru Takashima, outside Audit & Supervisory Board Member of the Company, as an independent officer.

- 29 -

(Appendix 4)
Outline of the Allotment of Share Acquisition Rights Without Contribution
1.

Shareholders entitled to the allotment of share acquisition rights without contribution and method of
the allotment
One share acquisition right shall be allotted to each common share of the Company (excluding common sharesof the Company owned by itself) held by the shareholders recorded in the last shareholder register on therecord date as determined by the Board of Directors of the Company, without requiring any new payment.

2.

Class and number of shares that are the subject of the share acquisition rights
The class of the shares that are the subject of the share acquisition rights shall be common shares of theCompany and one share is the subject of a share acquisition right. However, in cases where the Company
carries out a share split or share consolidation, the number of subject shares shall be subject to required
adjustment.

3.

Total number of the share acquisition rights to be allotted to shareholders
The upper limit of the number shall be calculated by deducting the total number of common shares issued by
the Company (excluding common shares of the Company owned by itself) from the total number of authorizedshares of the Company on the record date determined by the Board of Directors of the Company. The Board of
Directors of the Company may exercise allotment of share acquisition rights more than once.

4.

Assets to be contributed upon exercise of each share acquisition right and their amountThe type of assets to be contributed upon exercise of the share acquisition rights shall be money of a certain
amount no less than ¥1 as determined by the Board of Directors of the Company. If the Board of Directors of
the Company decides to acquire the share acquisition rights, the Company may deliver new shares toshareholders as consideration for such acquisition without making payment of the amount equivalent to theexercise price.

5.

Restriction to the transfer of the share acquisition rights
Acquisition of such share acquisition rights through transfer of the share acquisition rights shall be subject tothe approval of the Board of Directors of the Company.

6.

Exercise conditions of the share acquisition rights
A provision to the effect that a person exercising the share acquisition rights must not fall under the specificshareholder group with the 20% or higher proportion of voting rights (excluding those approved by the Boardof Directors of the Company beforehand) and other relevant provisions shall be made as conditions forexercising the share acquisition rights. Further detail shall be set separately by the Board of Directors of theCompany. However, no monetary consideration will be paid as consideration for acquisition of shareacquisition rights owned by those who are not eligible to exercise share acquisition rights.

7.

Exercise period, etc., of the share acquisition rights
The effective date of the allotment of share acquisition rights, the exercise period, terms of acquisition andother necessary matters shall be separately specified by the Board of Directors of the Company. The terms ofacquisition mentioned above may include the provisions to the effect that the Company may acquire shareacquisition rights held by persons other than those not allowed to exercise share acquisition rights due to theconditions for the exercise described in 6. above, and deliver for each share acquisition right the certain
number of common shares of the Company as determined separately by the Board of Directors of theCompany, or that the Company may acquire share acquisition rights without delivery of the Company’s sharesfor the share acquisition rights or contribution.

- 30 -