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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 3088)
June 4, 2021
To Shareholders with Voting Rights:
Kiyoo Matsumoto
President
Matsumotokiyoshi Holdings Co., Ltd.
9-1 Shinmatsudo-Higashi, Matsudo-shi,
Chiba, JapanNOTICE OF
THE 14TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Matsumotokiyoshi Holdings Co., Ltd. (the “Company”) would hereby like to inform you that the 14th
Annual General Meeting of Shareholders will be held for the purposes as described below.
We will not hand out souvenirs to shareholders attending the meeting this year.
In a bid to prevent the spread of COVID-19, instead of attending the meeting, you can exercise yourvoting rights in writing by submitting the Voting Rights Exercise Form, or via the Internet. If exercising
your voting rights in writing, please review the attached Reference Documents for the General Meetingof Shareholders, indicate your vote for or against the proposal on the enclosed Voting Rights Exercise
Form and return it so that it is received by 6:00 p.m. on Monday, June 28, 2021, Japan time.
1. Date and Time:

Tuesday, June 29, 2021 at 11:00 a.m. Japan time (Open for reception: 10:00
a.m.)

2. Place:

Conference room at the Corporate Headquarters located at
9-1 Shinmatsudo-Higashi, Matsudo-shi, Chiba

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
14th Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by the
Accounting Auditors and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 14th Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of ten (10) Directors
Proposal 2:
Election of one (1) Substitute Corporate Auditor
Proposal 3:
Election of Accounting Auditor
Proposal 4:
Approval of the Share Exchange Agreement
Proposal 5:
Approval of the Incorporation-type Company Split
Proposal 6:
Approval of the Absorption-type Company Split Agreement
Proposal 7:
Election of five (5) Directors in association with the Management Integration
Proposal 8:
Election of one (1) Corporate Auditor in association with the Management
Proposal 9:Integration
Partial Amendments to the Articles of Incorporation
Proposal 10:
Revision on the Amount of Compensation for Directors
Proposal 11:-1-〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

◎When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
◎Systems to Secure the Appropriateness of Business, Summary of Operational Status of Systems to Secure
the Appropriateness of Business, Notes on the Consolidated Financial Statements, Notes on the
Non-consolidated Financial Statements, and the Non-consolidated Financial Statements for the final fiscal
year (from April 1, 2020 to March 31, 2021) of cocokara fine Inc., as part of documents that shall be
provided with this Notice, have been posted on the Company’s website (https://www.matsumotokiyoshi-hd.
co.jp/investors/meeting.html), based on laws and regulations and the Company’s Articles of Incorporation.
Accordingly, the documents attached to the Notice of the 14th Annual General Meeting of Shareholders
constitute a part of Consolidated Financial Statements and Non-Consolidated Financial Statements auditedby Accounting Auditor and Corporate Auditor in preparation for Accounting Audit Report and Audit
Report.
◎If Reference Documents for the General Meeting of Shareholders, Business Report, Non-Consolidated
Financial Statements, and Consolidated Financial Statements are amended, the Company will post the
updated documents on the Company’s website.
◎Depending on how the situation with COVID-19 outbreak, we may change the way the meeting is operated
giving the highest priority to the safety of our shareholders. If there is any change in running the meeting
operation, we will post the information on the Company’s website. Please check before attending themeeting.
◎In lieu of sending a notice of the results of the meeting, the results of the exercise of voting rights will be
posted on the Company’s website after the closing of the 14th Annual General Meeting of Shareholders.
◎The below is the URL of the Company’s website mentioned above.
URL:https://www.matsumotokiyoshi-hd.co.jp/index.html-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
Appropriation of surplus shall be as follows:
Matters concerning the year-end dividend
The Company regards the distribution of profit to the shareholders to be one of the most important issues
for management. The Company’s basic policy is to make payment of dividends in line with earnings growth,with an emphasis on maintaining steady dividends by strengthening management bases and improving
profitability.
The Company will utilize its internal reserves for investments that will lead to the Company’s growth,such as expansion of existing businesses and development of new businesses including infrastructuredevelopment and expansion of services as well as M&A, in order to cope with the expected changes inbusiness environment.
Based on the above policy, the Company proposes to pay a year-end dividend of ¥35 per share for the
fiscal year ended March 31, 2021.
(1) Type of dividend assets
Cash(2) Appropriation of dividend assets and amount of appropriation¥35 per share of common stock of the Company (total amount ¥3,597,355,510)(3) Surplus dividend effective dateJune 30, 2021

(Note) Effective January 1, 2018, the Company conducted a 2-for-1 stock split of common stock. When
converted to a pre-stock split basis, the year-end dividends for FY ended March 31, 2018, FY ended March 31,
2019, FY ended March 31, 2020, and FY ended March 31, 2021 are equivalent to ¥110, ¥130, ¥140, and ¥140,
respectively.

-3-

Proposal 2:
Election of ten (10) Directors
The terms of office of all ten (10) Directors will expire at the conclusion of this Annual General Meetingof Shareholders.
Accordingly, the election of ten (10) Directors is proposed.
The candidates are as follows:

1[Reelection]

Namio Matsumoto

Chairman

2[Reelection]

Kiyoo Matsumoto

President

3[Reelection]

Takashi Matsumoto

Senior Managing Director, General Manager
of Sales Management Division

Attendance
rate at theBoard ofDirectors
meetings
14/14(100%)
14/14(100%)
14/14(100%)

4[Reelection]

Takao Ohta

Managing Director, General Manager ofStrategic Business Development Division

14/14(100%)

5[Reelection]

Shingo Obe

Director, General Manager of Administrative
Division

14/14(100%)

6[Reelection]

Akio Ishibashi

Director, General Manager of Corporate
Strategy Planning Division

14/14(100%)

Isao Matsushita

Director

13/14(92.9%)

Hiroo Omura

Director

14/14(100%)

Keiji Kimura

Director

14/14(100%)

Tomoko Okiyama

Director

10/10(100%)

No.

7

8

9

10

Current positions and responsibilities at theCompanyName[Reelection][Outside Director
Candidate][Independent][Reelection][Outside Director
Candidate][Independent][Reelection][Outside Director
Candidate][Independent][Reelection][Outside Director
Candidate][Independent]

-4-

No.

Past experience, positions and responsibilities

Number ofshares of theCompany held

Joined Drugstore Matsumotokiyoshi, Ltd. (currently
Matsumotokiyoshi Co., Ltd.)
Senior Managing Director, Drugstore Matsumotokiyoshi, Ltd.
April 1975
Director and Vice President, Matsumotokiyoshi Co., Ltd.
July 1997
Representative Director and Vice President, Matsumotokiyoshi
June 1998
Co., Ltd.
Chairman, Japan Association of Chain Drug Stores
June 1999
President, Matsumotokiyoshi Co., Ltd.
February 2001
Vice Chairman, Self-Medication Advocacy Council
May 2002
President of the Company
October 2007
Chairman and CEO of the Company
April 2009
Chairman, President and CEO of the Company
April 2011
Chairman and President of the Company
June 2011
Chairman of the Company (current position)
April 2014
[Significant concurrent positions]—[Reasons for nomination as a candidate for Director]
Since Mr. Namio Matsumoto’s assumption of the position of Representative
Director of the Company, he has led the Group with his powerful vision andstrong leadership, and through his efforts to increase corporate value he has
established the Group’s firm position in the drug store industry.
He also made efforts to establish the Japan Association of Chain Drug Stores, andthrough those activities, he has established the overall position of the drug store
industry, contributing to the industry’s development as a result.
In order for him to use this abundant experience, deep insight, etc., in order tofurther create corporate value for the Group, the Company would like to request
his continued election as Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Namio Matsumoto and the Company.
The Company has executed a directors and officers liability insurance agreementwith an insurance company as set forth in Article 430-3, Paragraph 1 of theCompanies Act. The liability insurance is intended to cover compensation for any
damages and court fees to be borne by an insured person in an action for damages.
When a candidate is reelected as a Director of the Company, such candidate
will be included in the insured persons under this insurance agreement.
[Attendance at meetings of the Board of Directors (14th Fiscal Year)]
14/14 (attendance rate: 100%)

2,947,000

Name(Date of birth)
April 1965

1
Namio Matsumoto(March 4, 1943)[Reelection]

-5-

No.

Past experience, positions and responsibilities

Number ofshares of theCompany held

Joined Matsumotokiyoshi Co., Ltd.
GeneralManagerofMerchandise
Department,
Matsumotokiyoshi Co., Ltd.
Director and General Manager of Merchandise Department,
June 2005
Matsumotokiyoshi Co., Ltd.
Director and Merchandise Manager of Sales Division,
July 2007
Matsumotokiyoshi Co., Ltd.
Director of the Company
October 2007
Managing Director of the Company
April 2008
Managing Director in charge of Sales Planning andJuly 2008
Merchandise Control of the Company
Senior Managing Director in charge of Sales Planning andApril 2009
Merchandise Control of the Company
Senior Managing Director supervising Corporate Planning,
April 2010
Sales Planning and Merchandise Control of the Company
President, Matsumotokiyoshi Co., Ltd.
April 2011
Representative Director and Vice President supervising
April 2013
Corporate Planning, Sales Planning and Merchandise Controlof the Company
President of the Company (current position)
April 2014
Chairman, Matsumotokiyoshi Co., Ltd.
[Significant concurrent positions]
Advisor, Matsumotokiyoshi Co., Ltd.
Representative Director, Nankai Kousan Co., Ltd.
[Reasons for nomination as a candidate for Director]
Since Mr. Kiyoo Matsumoto’s assumption of the position of Representative
Director of the Company, he has carried on the “feelings” of past company heads
within a difficult business environment, provided the “Matsumotokiyoshi WAY”
as shared principles for all people working in the Group and striven for theirwidespread adoption, and further strengthened the unity of the Group as a whole.
In order for him to use this abundant experience, deep insight, etc., in order tofurther create corporate value for the Group, the Company would like to request
his continued election as Director.
[Special interest between the candidate and the Company]
Mr. Kiyoo Matsumoto is concurrently serving as Representative Director of
Nankai Kousan Co., Ltd., with which the Company has business relationship forreal estate leasing.
The Company has executed a directors and officers liability insurance agreementwith an insurance company as set forth in Article 430-3, Paragraph 1 of theCompanies Act. The liability insurance is intended to cover compensation for any
damages and court fees to be borne by an insured person in an action for damages.
When a candidate is reelected as a Director of the Company, such candidate
will be included in the insured persons under this insurance agreement.
[Attendance at meetings of the Board of Directors (14th Fiscal Year)]
14/14 (attendance rate: 100%)

2,518,920

Name(Date of birth)
June 1995
April 2005

2
Kiyoo Matsumoto(January 20, 1973)[Reelection]

-6-

No.

Past experience, positions and responsibilities

Number ofshares of theCompany held

Joined Sato Pharmaceutical Co., Ltd.
Joined Matsumotokiyoshi Co., Ltd.
General Manager of Drugstore Business Division and General
Manager of Business Support Office, Matsumotokiyoshi Co.,
Ltd.
Executive Officer of the Company
April 2009
Director, Assistant General Manager of Drugstore Business
Division, General Manager of Business Support Office andGeneral Manager of PJ Promotion Planning Office,Matsumotokiyoshi Co., Ltd.
Director, General Manager of Sales Promotion Division,
April 2010
General Manager of Sales Promotion Department and General
Manager of Mail-order Sales, Matsumotokiyoshi Co., Ltd.
Managing Director (in charge of Store Operations), General
April 2012Manager of Store Operations Division, Matsumotokiyoshi Co.,Ltd.
Director supervising Sales of the Company
June 2013
Director supervising Sales Planning and Merchandise Control
April 2014of the Company
Managing Director supervising Sales Planning andApril 2015
Merchandise Control of the Company
Senior Managing Director and General Manager of StoreOperations Division, Matsumotokiyoshi Co., Ltd.
Managing Director and General Manager of Sales Management
April 2017
Division of the Company
Senior Managing Director and General Manager of Sales
April 2019
Management Division of the Company (current position)
President, Matsumotokiyoshi Co., Ltd. (current position)
April 2021
[Significant concurrent positions]
President, Matsumotokiyoshi Co., Ltd.
Representative Director, Nankai Kousan Co., Ltd.
[Reasons for nomination as a candidate for Director]
Since Mr. Takashi Matsumoto’s assumption of the position of Director of theCompany, he has supervised sales departments in the fields of sales promotion,
sales planning, online business, merchandize, overseas business, etc. He has
strived to oversee the sales departments with a focus on business strategies ofbuilding a new business model tailored toward demand creation, the further
evolution of customer relationship management (CRM) based on an multi-channel
strategy, the increase of market share, and the establishment of a strong revenue
base, and has contributed to the increase of the Group’s corporate value.
In order for him to use this abundant experience, deep insight, etc., to further
create corporate value for the Group, the Company would like to request his
continued election as Director.
[Special interest between the candidate and the Company]
Mr. Takashi Matsumoto is concurrently serving as Representative Director of
Nankai Kousan Co., Ltd., with which the Company has business relationship forreal estate leasing.
The Company has executed a directors and officers liability insurance agreementwith an insurance company as set forth in Article 430-3, Paragraph 1 of theCompanies Act. The liability insurance is intended to cover compensation for any
damages and court fees to be borne by an insured person in an action for damages.
When a candidate is reelected as a Director of the Company, such candidate
will be included in the insured persons under this insurance agreement.
[Attendance at meetings of the Board of Directors (14th Fiscal Year)]
14/14 (attendance rate: 100%)

2,519,680

Name(Date of birth)
April 1999
April 2002
April 2008

3

Takashi Matsumoto(May 8, 1975)[Reelection]

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1974
March 2005
September 2005
January 2006
May 2008
September 2008
January 2010

March 2011

March 2013
May 2014
January 2015
April 2015

4

Number ofshares of theCompany held

Joined The Daiei, Inc.
General Manager of Home Living Group, The Daiei, Inc.
Joined Sugi Pharmacy Co., Ltd.
Executive Manager of Products Department, Sugi Pharmacy
Co., Ltd.
Director, General Manager of Products Department, Sugi
Pharmacy Co., Ltd.
Executive Officer in charge of Group Product Strategy, Sugi
Holdings Co., Ltd.
Executive Officer, General Manager of Group Merchandise
Division, Sugi Holdings Co., Ltd.
Managing Director, General Manager of Sales Division, Sugi
Pharmacy Co., Ltd.
Executive Officer, General Manager of Group Merchandise
Division, Sugi Holdings Co., Ltd.
Representative Director and Vice President, General Manager
of Sales Division, Sugi Pharmacy Co., Ltd.
Director, General Manager of Product Management Office,Sugi Holdings Co., Ltd.
Chairman, Sugi Pharmacy Co., Ltd.
Joined Matsumotokiyoshi Co., Ltd.
Seconded to the Company as Consultant to Senior Managing
Director supervising Management and Control
Director, Matsumotokiyoshi Co., Ltd.
Executive Officer of the Company
Senior Managing Director, Matsumotokiyoshi Co., Ltd.

Director and Vice President, Matsumotokiyoshi Co., Ltd.
Executive Officer, General Manager of Strategic BusinessTakao Ohta
Development Division of the Company(December 23, 1951)
President, Matsumotokiyoshi Co., Ltd.
[Reelection]
Managing Director, General Manager of Strategic Business
June 2019
Development Division of the Company (current position)
Chairman, Matsumotokiyoshi Co., Ltd. (current position)
April 2021
[Significant concurrent positions]
Chairman, Matsumotokiyoshi Co., Ltd.
[Reasons for nomination as a candidate for Director]
Mr. Takao Ohta has worked mainly with a focus on business strategies of building
a new business model, expanding multi-store networks, strengthening andexpanding the pharmacy business, optimizing the overall supply chain, andexpanding market share, as the Company’s Managing Director and General
Manager of Strategic Business Development Division as well as Chairman of theGroup’ core company, Matsumotokiyoshi Co., Ltd., and has contributed to theincrease of the Group’s corporate value.
In order for him to use this abundant experience and deep insight, to further create
corporate value for the Group, the Company would like to request his continued
election as Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Takao Ohta and the Company.
The Company has executed a directors and officers liability insurance agreementwith an insurance company as set forth in Article 430-3, Paragraph 1 of theCompanies Act. The liability insurance is intended to cover compensation for any
damages and court fees to be borne by an insured person in an action for damages.
When a candidate is reelected as a Director of the Company, such candidate
will be included in the insured persons under this insurance agreement.
[Attendance at meetings of the Board of Directors (14th Fiscal Year)]
14/14 (attendance rate: 100%)
April 2016
April 2017

-8-

4,720

No.

Past experience, positions and responsibilities

Number ofshares of theCompany held

Joined The Daiei, Inc.
Manager of Employment and Education Section, Employment
and Education Department, Personnel Planning Office andManager of Personnel Section, Personnel Department, The
Daiei, Inc.
Joined MEDICAL ASSOCIA INC., General Manager ofJune 2002
Staffing Department
Joined Adecco Career Staff Co., Ltd. (currently Adecco Ltd.),
April 2003
Manager of Personnel Administration Section, Personnel
Department and General Manager of Personnel Department,
Personnel DivisionDecember 2006 Joined Matsumotokiyoshi Co., Ltd., Deputy General Manager
of Personnel Department
General Manager of Personnel Department, Matsumotokiyoshi
July 2007
Co., Ltd.
General Manager of Personnel Department of the Company
January 2008
Executive Officer and General Manager of Personnel
July 2010
Department of the Company
Director and General Manager of Personnel, Matsumotokiyoshi
April 2012
Co., Ltd.
Executive Officer and General Manager of Personnel
June 2015
Department (concurrently General Manager of Internal
Controls Office) of the Company
Executive Officer and General Manager of Personnel
April 2016
Department of the Company
Executive Officer, General Manager of Administrative Division
April 2017
and General Manager of Personnel Department of the Company
Director, General Manager of Administrative Division andJune 2017
General Manager of Personnel Department of the Company
Director, General Manager of Administrative Division of theApril 2019
Company (current position)[Significant concurrent positions]
President, Matsumotokiyoshi Asset Management Co., Ltd.
Director, Matsumotokiyoshi Wholesale Co., Ltd.
[Reasons for nomination as a candidate for Director]
Mr. Shingo Obe has been involved in creating the personnel structure and building
the personnel strategy for the Group, and additionally has held posts as theindividual responsible for internal controls and legal affairs, and possesses not only
experience and insight regarding personnel and human resources management, butalso broad experience and insight regarding compliance and risk management.
Additionally, he has supervised administrative departments as Director,
contributing to maintaining management foundations through initiatives such as
promotion of new business models and shift to multi-channel, in addition tocreating an environment where group companies can focus on each business.
In order for him to use this abundant experience and insight in order to further
create corporate value for the Group, the Company requests his continued election
as Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Shingo Obe and the Company.
The Company has executed a directors and officers liability insurance agreementwith an insurance company as set forth in Article 430-3, Paragraph 1 of theCompanies Act. The liability insurance is intended to cover compensation for any
damages and court fees to be borne by an insured person in an action for damages.
When a candidate is reelected as a Director of the Company, such candidate
will be included in the insured persons under this insurance agreement.
[Attendance at meetings of the Board of Directors (14th Fiscal Year)]
14/14 (attendance rate: 100%)

5,254

Name
(Date of birth)
April 1985
September 1999

5
Shingo Obe(August 5, 1962)[Reelection]

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Joined Mitsui Bank (currently Sumitomo Mitsui Banking
Corporation), Tokyo Corporate Banking Department
Seconded to General Research Institute (currently The Japan
August 1989
Research Institute, Limited), Mitsui Bank
M&A Advisory Services Department, Wholesale Banking Unit,
June 1999
Mitsui Bank
Joined Mitsubishi Corporation, M&A Unit, Finance BusinessFebruary 2002
Division
Treasurer’s Office, Mitsubishi Corporation
January 2008
Joined Matsumotokiyoshi Co., Ltd.
October 2009
General Manager of Business Development Office of theCompany
General Manager of Corporate Planning Department of theJuly 2011
Company
Executive Officer and General Manager of Corporate Planning
April 2012
Department of the Company
Director and General Manager of Operation Planning
Department, Store Operations Division, Matsumotokiyoshi Co.,
Ltd.
Executive Officer and General Manager of Corporate Planning
June 2015
Department (concurrently General Manager of Finance andAccounting Department) of the Company
Executive Officer, General Manager of Corporate Strategy
April 2017
Planning Division and General Manager of Corporate Planning
Department of the Company
Director, General Manager of Corporate Strategy Planning
June 2017
Division and General Manager of Corporate Planning
Department of the Company
Director,
General Manager of Corporate Strategy Planning
April
2019
Akio Ishibashi
Division of the Company (current position)(November 15, 1964)[Significant concurrent positions][Reelection]
Director, Matsumotokiyoshi Asset Management Co., Ltd.
Director, Matsumotokiyoshi Wholesale Co., Ltd.
[Reasons for nomination as a candidate for Director]
Mr. Akio Ishibashi has been involved in formulation of the Group management
policy and management strategy, and formulation and management of annual
plans, and additionally has contributed to expanding business scale and increasing
management efficiency through internal Group reorganization and management of
KPIs for each Group company.
Additionally, he has supervised corporate planning department as Director,
contributing to creating the Group’s growth foundations through initiatives such as
making proposals and providing operational support toward the creation andevolution of new business models as well as implementing advancements in CRM
based on customer data held by the Company.
In order for him to use this abundant experience and insight in order to further
create corporate value for the Group, the Company requests his continued election
as Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Akio Ishibashi and the Company.
The Company has executed a directors and officers liability insurance agreementwith an insurance company as set forth in Article 430-3, Paragraph 1 of theCompanies Act. The liability insurance is intended to cover compensation for any
damages and court fees to be borne by an insured person in an action for damages.
When a candidate is reelected as a Director of the Company, such candidate
will be included in the insured persons under this insurance agreement.
[Attendance at meetings of the Board of Directors (14th Fiscal Year)]
14/14 (attendance rate: 100%)

Number ofshares of theCompany held

April 19896

- 10 -

5,534

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Number ofshares of theCompany held

April 1970
April 20017

Isao Matsushita(April 3, 1947)[Outside Director
Candidate][Reelection][Independent]

Joined Nippon Mining Co. (currently ENEOS Corporation)
Executive Officer, Assistant to General Manager ofCorporate Planning Department and Chief of Corporate
Planning Department (in charge of Finance), Japan Energy
Corporation (currently ENEOS Corporation)
September 2002 Director and in charge of Finance at Finance Group, Nippon
Mining Holdings, Inc. (currently ENEOS Holdings, Inc.)
Managing Director, Nippon Mining Holdings, Inc.
June 2003(currently ENEOS Holdings, Inc.)
Managing Executive Officer, Japan Energy Corporation
April 2004
(currently ENEOS Corporation)
Director and Managing Executive Officer, Japan Energy
June 2004
Corporation (currently ENEOS Corporation)
Director and Senior Executive Officer, Japan
April 2005
Energy Corporation (currently ENEOS Corporation)
Representative Director and President, Japan Energy
June 2006
Corporation (currently ENEOS Corporation)
Representative Director, Vice President, Executive Officer
June 2010
and Assistant to President, JX Nippon Oil & Energy
Corporation (currently ENEOS Corporation)
June 2012
Representative Director and President, JX Holdings, Inc.
(currently ENEOS Holdings, Inc.)
Advisor, JXTG Holdings, Inc.
June 2015(currently ENEOS Holdings, Inc.)
June 2016
Outside Director of the Company (current position)[Significant concurrent positions]
External Director of Sumitomo Mitsui Trust Holdings, Inc.

—

[Reasons for nomination as a candidate for Outside Director and roles expected of
the candidate]
Mr. Isao Matsushita has been involved in corporate management in JXTG Group’s
companies for many years, and possesses abundant experience and insight
regarding management. In addition, he has experience as an Outside Director atother companies, and as the Company expects him to use this high level of insight,
experience, and auditing ability in corporate management in the supervision of the
management of the Company, we would like request his continued election as
Outside Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Isao Matsushita and the Company.
The Company has executed a directors and officers liability insurance agreementwith an insurance company as set forth in Article 430-3, Paragraph 1 of theCompanies Act. The liability insurance is intended to cover compensation for any
damages and court fees to be borne by an insured person in an action for damages.
When a candidate is reelected as a Director of the Company, suchcandidate will be included in the insured persons under this insurance agreement.
[Attendance at meetings of the Board of Directors (14th Fiscal Year)]
13/14 (attendance rate: 92.9%)(Notes)
1. Term of office of Mr. Isao Matsushita
His term of office will have reached 5 years at the conclusion of this General Meeting of Shareholders.
2. Mr. Isao Matsushita is now serving as Outside Director of the Company, and the Company has entered into anagreement with him to limit his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as
per Article 427, Paragraph 1 of the Companies Act and the Company’s Articles of Incorporation. The limit of liability
for damages under the agreement shall be the higher of ¥10 million or the minimum liability amount provided by laws
and regulations. If Mr. Matsushita is elected, the Company intends to enter into the same agreement to limit his
liability for damages.
3. Mr. Isao Matsushita is now serving as Outside Director of the Company, he fulfills the criteria for independence set
forth by the Company (see page 18), and the Company has designated him as Independent Officer as stipulated byregulations of the Tokyo Stock Exchange and has reported it thereat.

- 11 -

No.

Name(Date of birth)

Past experience, positions and responsibilities

Joined Sumitomo Life Insurance Company
General Manager of Training Department, Higashi Naniwa
Branch, Sumitomo Life Insurance Company
Acting General Manager of Tokyo Finance Department
July 1982(stationed in Aomori), Sumitomo Life Insurance Company
Acting General Manager of Tokyo Corporate Sales Division
January 1986
No. 4, Sumitomo Life Insurance Company
Seconded to THE NIPPON ROAD Co., Ltd., General Manager
July 1988
of Development Business Department
Returned to Sumitomo Life Insurance Company, Corporate
April 1991
Sales Manager of Shinjuku-Chuo Branch
September 1991 Joined THE NIPPON ROAD Co., Ltd., General Manager ofSales Department No. 1
General Manager of Sales Planning Department, THE NIPPON
April 1998
ROAD Co., Ltd.
General Manager of Kanto Manufacturing and Sales Branch,
April 2002
THE NIPPON ROAD Co., Ltd.
General Manager of Manufacturing and Sales Department at
April 2003
the Head Office, THE NIPPON ROAD Co., Ltd.
Executive Officer and Executive Manager of Sales Department
April 2004
No. 2, THE NIPPON ROAD Co., Ltd.
Senior Executive Officer and Deputy General Manager of Sales
April 2008
Division, THE NIPPON ROAD Co., Ltd.
Executive Advisor, THE NIPPON ROAD Co., Ltd.
April 2012
Administrative Manager of Planning Department, Japan
April
2014
Hiroo Omura
Environment Association(November 27, 1946)
Retired from Japan Environment Association
March
2017
[Outside Director
Outside Director of the Company (current position)
June
2018
Candidate][Significant concurrent positions][Reelection]—[Independent][Reasons for nomination as a candidate for Outside Director and roles expected of
the candidate]
Mr. Hiroo Omura has been involved in sales, development, and sales planning formany years at insurance companies and other companies, and possesses abundant
experience and insight. In addition, he has also been involved in environmental
businesses at the Japan Environment Association, and as the Company expects him
to use this high level of insight, experience, and auditing ability in corporate
management in the supervision of the management of the Company, we would liketo request his election as Outside Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Hiroo Omura and the Company.
The Company has executed a directors and officers liability insurance agreementwith an insurance company as set forth in Article 430-3, Paragraph 1 of theCompanies Act. The liability insurance is intended to cover compensation for any
damages and court fees to be borne by an insured person in an action for damages.
When a candidate is reelected as a Director of the Company, such candidate
will be included in the insured persons under this insurance agreement.
[Attendance at meetings of the Board of Directors (14th Fiscal Year)]
14/14 (attendance rate: 100%)

Number ofshares of theCompany held

May 1970
July 1980

8—(Notes)
1. Term of office of Mr. Hiroo Omura
His term of office will have reached 3 years at the conclusion of this General Meeting of Shareholders.
2. Mr. Hiroo Omura is now serving as Outside Director of the Company, and the Company has entered into an agreementwith him to limit his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as per Article
427, Paragraph 1 of the Companies Act and the Company’s Articles of Incorporation. The limit of liability for damages
under the agreement shall be the higher of ¥10 million or the minimum liability amount provided by laws andregulations. If Mr. Hiroo Omura is elected, the Company intends to enter into the same agreement to limit his liability
for damages.
3. Mr. Hiroo Omura is now serving as Outside Director of the Company, he fulfills the criteria for independence set forth
by the Company (see page 18), and the Company has designated him as Independent Officer as stipulated byregulations of the Tokyo Stock Exchange and has reported it thereat.

- 12 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
Joined MITSUBISHI ESTATE CO., LTD.
General Manager of Secretary Department, Mitsubishi EstateCo., Ltd.
General Manager of Planning Department, Mitsubishi Estate
January 1998
Co., Ltd.
General Manager of Corporate Planning Department, Corporate
April 2000
Planning Division, Mitsubishi Estate Co., Ltd.
Director and General Manager of Corporate Planning Department,
June 2000
Corporate Planning Division, Mitsubishi Estate Co., Ltd.
Director and Senior Executive Officer, Deputy General
April 2003
Manager of Corporate Planning & Administration Division,
Mitsubishi Estate Co., Ltd.
Senior Executive Officer and Deputy General Manager ofJune 2003
Corporate Planning & Administration Division, Mitsubishi
Estate Co., Ltd.
Executive Vice President in charge of International Business
April 2004
Division, Mitsubishi Estate Co., Ltd.
Concurrently President and Director, Royal Park Hotels andResorts Company, Limited.
Representative Director and Executive Vice President in charge
June 2004
of International Business Division, Mitsubishi Estate Co., Ltd.
President and Representative Director, Mitsubishi Estate Co.,
June 2005
Ltd.
April 2011
Chairman & Representative Director, Mitsubishi Estate Co., Ltd.
June 2016
Chairman of the Board, Mitsubishi Estate Co., Ltd.
April 2017
Director, Mitsubishi Estate Co., Ltd.
June 2017
Senior Advisor, Mitsubishi Estate Co., Ltd. (current position)
June 2018
Outside Director of the Company (current position)[Significant concurrent positions]
Senior Advisor, Mitsubishi Estate Co., Ltd.
Outside Director, Japan Airport Terminal Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and roles expected of
the candidate]
Mr. Keiji Kimura has been involved in corporate management for many years, andpossesses abundant experience and insight regarding management. In addition, he
has also served as a supervisor of departments related to overseas business. With
additional experience as Outside Director at other companies, the Company
expects him to use this high level of insight, experience, and auditing ability incorporate management for the supervision of the management of the Company,
and we would like to request his continued election as Outside Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Keiji Kimura and the Company.
The Company has executed a directors and officers liability insurance agreementwith an insurance company as set forth in Article 430-3, Paragraph 1 of theCompanies Act. The liability insurance is intended to cover compensation for any
damages and court fees to be borne by an insured person in an action for damages.
When a candidate is reelected as a Director of the Company, such candidate
will be included in the insured persons under this insurance agreement.
[Attendance at meetings of the Board of Directors (14th Fiscal Year)]
14/14 (attendance rate: 100%)

Number ofshares of theCompany held

May 1970
June 1996

9

Keiji Kimura(February 21, 1947)[Outside Director
Candidate][Reelection][Independent]—(Notes)
1. Term of office of Mr. Keiji Kimura
His term of office will have reached 3 years at the conclusion of this General Meeting of Shareholders.
2. Mr. Keiji Kimura is now serving as Outside Director of the Company, and the Company has entered into anagreement with him to limit his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as
per Article 427, Paragraph 1 of the Companies Act and the Company’s Articles of Incorporation. The limit of liability
for damages under the agreement shall be the higher of ¥10 million or the minimum liability amount provided by laws
and regulations. If Mr. Keiji Kimura is elected, the Company intends to enter into the same agreement to limit his
liability for damages.

- 13 -

3.

4.

Mr. Keiji Kimura is now serving as Outside Director of the Company, he fulfills the criteria for independence set forth
by the Company (see page 18), and the Company has designated him as Independent Officer as stipulated byregulations of the Tokyo Stock Exchange and has reported it thereat.
There is no business transaction relationship between Mitsubishi Estate Co., Ltd. and the Company. There are business
transactions between Mitsubishi Estate Co., Ltd. and its group companies and group companies of the Company, but
the proportion of the value of these transactions to the consolidated net sales of the Company in the most recent fiscal
year was less than 0.008%, and it is not classed as a major business partner.

- 14 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
Joined TOA CORPORATIONLife Care Development Office, Second Section of
Development Dept., TOA CORPORATION
5th Sales Dept., Sales General Headquarters, TOA
April 1996
CORPORATION
General Manager of Welfare Project Dept., TOA
April 2007
CORPORATION
Executive Officer, Deputy Head of Building Construction General
April 2013
Headquarters and General Manager of Welfare Project Dept.,
TOA CORPORATION
Executive Officer, Deputy Head of Building Construction General
April 2015
Headquarters, General Manager of Welfare Project Dept. and
Deputy General Manager of East Japan Architecture Branch
Office, TOA CORPORATION
Executive Officer, Deputy Head of Building Construction General
July 2019
Headquarters and Deputy General Manager of East Japan
Architecture Branch Office, TOA CORPORATION
April 2020
Advisor, TOA CORPORATION
June 2020
Outside Director of the Company (current position)
March 2021
Retired from TOA CORPORATION[Significant concurrent positions]—[Reasons for nomination as a candidate for Outside Director roles expected of thecandidate]
The Company has confirmed that Ms. Tomoko Okiyama has been involved in sales
for many years at a construction company, and possesses abundant businessexperience in sales. She has personal qualities suitable for Director, strong faith incompliance, and an excellent business decision-making ability. In addition, theCompany expects her to use the experience of being involved in management as an
early female executive officer among other listed companies, for the managementof the Company as a female Director, and we would like to request her continued
election as Outside Director.
[Special interest between the candidate and the Company]
There are no special interests between Ms. Tomoko Okiyama and the Company.
The Company has executed a directors and officers liability insurance agreementwith an insurance company as set forth in Article 430-3, Paragraph 1 of theCompanies Act. The liability insurance is intended to cover compensation for any
damages and court fees to be borne by an insured person in an action for damages.
When a candidate is reelected as a Director of the Company, such candidate
will be included in the insured persons under this insurance agreement.
[Attendance at meetings of the Board of Directors (14th Fiscal Year)]
10/10 (attendance rate: 100%)

Number ofshares of theCompany held

October 1975
April 1991

10

Tomoko Okiyama(April 9, 1954)[Outside Director
Candidate][Reelection][Independent]—(Notes)
1. Term of office of Ms. Tomoko Okiyama
Her term of office will have reached 1 year at the conclusion of this General Meeting of Shareholders.
2. Ms. Tomoko Okiyama is now serving as Outside Director of the Company, and the Company has entered into anagreement with her to limit her liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as
per Article 427, Paragraph 1 of the Companies Act and the Company’s Articles of Incorporation. The limit of liability
for damages under the agreement shall be the higher of ¥10 million or the minimum liability amount provided by laws
and regulations. If Ms. Tomoko Okiyama is elected, the Company intends to enter into the same agreement to limit his
liability for damages.
3. Ms. Tomoko Okiyama is now serving as Outside Director of the Company, she fulfills the criteria for independence set
forth by the Company (see page 18), and the Company has designated her as Independent Officer as stipulated byregulations of the Tokyo Stock Exchange and has reported it thereat.

- 15 -

Proposal 3:
Election of one (1) Substitute Corporate Auditor
In case the number of Corporate Auditors falls short of the legally stipulated number, the Company
proposes the election of one (1) Substitute Corporate Auditor. The Company needs to elect one (1) SubstituteCorporate Auditor.
The Board of Corporate Auditors has previously given its approval to this Proposal.
The candidate is as follows:
Name

Past experience and positions
Entered the Legal Training and Research Institute of Japan (the28th graduating class)
Registered as a lawyer (Daini Tokyo Bar Association)
April 1976
Joined Seiichi Ishii Law Office
Founded Yoshiaki Senoo Law Office
April 1979
Founded MOS (MATSUZAKI OKU SANO & SENOO) Joint
October 2004
Law Office (current position)
Outside Corporate Auditor, FUJISASH CO., LTD. (current
June 2019
position)[Significant concurrent positions]
Outside Corporate Auditor, FUJISASH CO., LTD.
[Reasons for nomination as a candidate for Substitute Outside Corporate Auditor]
Mr. Yoshiaki Senoo possesses abundant business experience and specialized
knowledge as a lawyer, and as there are no special interests between Mr. Senoo
and the Company, his independence has been ensured, and we would like tonominate him as candidate for Substitute Corporate Auditor as Outside Corporate
Auditor.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Yoshiaki Senoo and the Company.
The Company has executed a directors and officers liability insurance agreementwith an insurance company as set forth in Article 430-3, Paragraph 1 of theCompanies Act. The liability insurance is intended to cover compensation for any
damages and court fees to be borne by an insured person in an action for damages.
When a candidate is appointed as Corporate Auditor of the Company, suchcandidate will be included in the insured persons under this insurance agreement.

Number ofshares of theCompany held

April 1974

Yoshiaki Senoo(May 5, 1949)[Outside Corporate
Auditor Candidate][Independent]—(Notes)
1. Mr. Yoshiaki Senoo is a member of the Independent Committee for Takeover Defensive Measures approved at the 11th
General Meeting of Shareholders held on June 28, 2018.
2. If Mr. Yoshiaki Senoo is appointed as Corporate Auditor, the Company will enter into an agreement with him to limit
his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as per Article 427, Paragraph 1of the Companies Act and the Company’s Articles of Incorporation. The limit of liability for damages under theagreement shall be the higher of ¥5 million or the minimum liability amount provided by laws and regulations.
3. If Mr. Yoshiaki Senoo is appointed as Corporate Auditor, he fulfills the criteria for independence set forth by theCompany (see page 18), and the Company will designate him as Independent Officer as stipulated by regulations of
the Tokyo Stock Exchange and report it thereat.
4. Reason for concluding that Mr. Yoshiaki Senoo can appropriately perform his duties as a candidate for SubstituteOutside Corporate Auditor
Mr. Yoshiaki Senoo has built a high track record in corporate law with professional viewpoints as a lawyer, and also
has a high-level of management insight. Accordingly, the Company has determined that he can appropriately perform
his duties as Outside Corporate Auditor.

As prescribed in Article 430-3, Paragraph 1 of the Companies Act, the Company
shall enter into a directors and officers liability insurance contract with aninsurance company. The insurance policy shall cover damages and legal costs
arising from damage compensation suits born by the insured parties. The
candidates shall be included as insured parties of the insurance policy.

- 16 -

Proposal 4:
Election of Accounting Auditor
The term of office of our Accounting Auditor, Deloitte Touche Tohmatsu LLC, will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the election of a new Accounting
Auditor is proposed.
This proposal is pursuant to the determination by the Board of Corporate Auditors.
In addition, the Board of Corporate Auditors decided to nominate Ernst & Young ShinNihon LLC as a
candidate for Accounting Auditor because, by taking into consideration the length of years the current
Accounting Auditor has served in its office, the Company can expect audits to be conducted from new
perspectives by appointing Ernst & Young ShinNihon LLC. Furthermore, the Company can expect audits tobe responded to business expansion of the Group in Japan and overseas and changes in the environment
surrounding the Group. Therefore, it reached a conclusion that Ernst & Young ShinNihon LLC is qualified
for the position.
Name, location of the principal office, and corporate history of the candidate for Accounting Auditor are
as follows:(As of March 31, 2021)
Name
Location of the principal office

Corporate history

Corporate profile

Ernst & Young ShinNihon LLC
1-1-2 Yurakucho, Chiyoda-ku, Tokyo
April 2000
Showa Ota & Co. and Century Audit Corporation weremerged to form Century Ota Showa & Co.
July 2001
Renamed to Shin Nihon & Co.
July 2008
Renamed to Ernst & Young ShinNihon LLC
July 2018
Renamed (Japanese name only)¥1,060 million
CapitalMembers (persons)Certified Public Accountants (CPAs)
3,001
Partly-qualified Accountants
1,179
Others
1,469
Total
5,649
Number of audit clients
3,770
Offices
Japan: Tokyo, etc.
17 in total
Overseas: New York, etc.
40 in total- 17 -

[Independence Criteria]
An individual will be deemed by the Company to lack independence as an independent director and corporate
auditor if the individual constitutes any of the following:(1)

An executive officer of the Company or a company in the group;(2)

A non-executive director or accounting advisor of the Company or a company in the group (in caseof Outside Corporate Auditor);(3)

A person whose main business partner is the Company (which accounts for at least 2% of theirconsolidated net sales in the most recent fiscal year) or an executive officer thereof;(4)

A person who is a major business partner of the Company (which accounts for at least 2% of ourconsolidated net sales in the most recent fiscal year) or an executive officer thereof;(5)

A financial institution or other major creditor that is essential to a non-substitutable degree for theCompany's financing or an executive officer thereof;(6)

A certified public accountant or a member, partner or employee (excluding ancillary workers) of theaudit firm who is the accounting auditor of the Company;(7)

A major shareholder of the Company (a shareholder with a voting rights ownership of 10% or more)(if such major shareholder is a corporation, the executive officer thereof);(8)

An executive officer of an organization with which the Company has a relationship through themutual appointment of outside directors;(9)

An executive officer of an organization receiving donations (amounting to an average of five (5)million yen or more per fiscal year in the last three years);(10)

An attorney, certified public accountant, certified tax accountant or any other consultant receiving alarge amount of monetary or other property benefits (amounting to an average of five (5) million
yen or more per fiscal year in the last three years) apart from the executive compensation from theCompany;(11)

A person who belongs to a law firm, audit firm, tax accountant corporation, consulting firm or any
other professional advisory firm (excluding ancillary workers) receiving a large amount of monetaryor other property benefits (amounting to an average of ten (10) million yen or more per fiscal year in
the last three years) apart from the executive compensation from the Company;(12)

A person who satisfies either (1) or (2) above at any time in the last (10) ten years;(13)

A person who satisfies any of (3) to (9) above at any time in the last (3) three years; or(14)

A relative within the second degree kinship of any person falling under any of the above (1) to (13).

- 18 -

Proposal 5:

Approval of the Share Exchange Agreement

As announced in the “Notice of Execution of Management Integration Agreement for Management
Integration between Matsumotokiyoshi Holdings Co., Ltd. and cocokara fine Inc.” dated February 26, 2021
(hereinafter, the “Press Release on the Management Integration”), the Company and cocokara fine Inc.
(hereinafter, “cocokara fine”) entered into a management integration agreement (hereinafter, the“Management Integration Agreement”) for their management integration (hereinafter, the “Management
Integration”), and a share exchange agreement (hereinafter, the “Share Exchange Agreement”) for a shareexchange (kabushiki kokan) wherein the Company will be the wholly-owning parent company in the shareexchange and cocokara fine will be the wholly-owned subsidiary in the share exchange (hereinafter, the“Share Exchange”), as part of the series of transactions for the Management Integration.
This Proposal hereby requests approval of the Share Exchange Agreement.
The reason for implementing the Share Exchange, the terms of the Share Exchange Agreement and othermatters relating to this Proposal are as follows:1.

Reason for implementing the Share Exchange(1) Background and purpose of the Management Integration
With the group management philosophy of “1st for you,” the Company seeks ongoing growth andimprovement of its corporate value through the creation of new added values and the provision ofthoughtful services, while always keeping the customers’ perspective in mind. As of March 31, 2021, theCompany was operating a total of 1,764 drugstores/dispensing pharmacies throughout Japan (343 of which
are dispensing pharmacies). As a leading company in the drugstore industry, the Company is aiming to be
an “indispensable corporate group in the health and beauty area,” and in the future, “Asia’s No.1 company
in the health and beauty area.”
Meanwhile, cocokara fine coordinates the management of a total of 1,461 drugstores/dispensing
pharmacies under its operation throughout Japan (419 of which are dispensing pharmacies as of March 31,2021) and of its caregiving-related businesses, with the aim of realizing its management philosophy of“pursuing the health of mind and body of individuals, and contributing to the community.” cocokara fine ispromoting the “creation of a healthcare network in the community” that provides integrated homehealthcare and caregiving services in the community through the coordination of various professions
involved in medical care and caregiving, taking it as its social mission, and is aiming to make the next leap
forward as a true healthcare company.
After the execution of the Basic Agreement to proceed with discussions and consideration on theManagement Integration as announced in the "Notice by Matsumotokiyoshi Holdings Co., Ltd. andcocokara fine Inc. Concerning Entry Into Memorandum of Understanding Regarding a Business Integration
and Capital and Business Alliance Agreement for such Business Integration" dated January 31, 2020, as
part of the Management Integration, the Company and cocokara fine advanced mutual cooperation throughconsultation between the parties based on the Capital and Business Alliance Agreement that had been
executed prior to the implementation of the Management Integration. Our objective for this cooperation was- 19 -

to become an efficient and competitive company as early as immediately after the Management Integration
by utilizing the time up to the Management Integration to improve our respective corporate value throughearly achievement of synergies and to integrate our strategies and corporate cultures. To date, we haveworked for early attainment of synergies through mutual supply of our products, in particular, themuch-talked-about private brand (PB) products such as the “matsukiyo” brand products and “THE
RETINOTIME,” an advanced functional cosmetics series, integrated merchandising of national brand (NB)
products, including pharmaceuticals, and joint development of products.
The environment surrounding our society is facing drastic changes. The lifestyles of the public arediversifying due to the digitalization of our lives as a result of the expansion of e-commerce markets withthe popularization of smartphones and the fusion of online and offline life led by leading global U.S. andChinese companies. Moreover, Japan is facing changes in its social structure due to a rapidly aging
population combined with a falling birthrate, and the concentration of the population in the three largest
metropolitan areas. Moreover, since late January 2020, the spread of COVID-19 has accelerated the shift toonline channels and led to changes in consumer trends. Meanwhile, we are also aware of the importance ofbeing prepared for the reversion back to the globalization that is expected to occur after the immigration
restrictions issued by the Japanese Government are lifted. With these changes in the environment, the retailindustry is now required to realize, at a deeper level, the demand for services that meet the needs of every
one of the diversified base of customers, prioritizing the security and safety of its customers and employees.
Under that macro-environment, the business climate in the drugstore industry continues to be harsh, withnew stores opening by competitors across industries and business lines, entry into new areas aimed forcommercial area expansion and expansion of scale through M&A, competition with different industries thatare becoming homogenous, and the resulting narrowing of the commercial area of individual stores causedby all these factors. However, with the increase in Japanese social security expenditures, the drugstore
industry is expected to play an important role in creating community-based integrated care systems, and isalso required to address the revisions of medical service fees.
Seeing the time of such drastic changes as an opportunity for growth, the Company and cocokara fine
will become an infrastructure company supporting society and customers’ lives, with domestic sales of ¥1
trillion and 3,000 stores as a result of the Management Integration. Furthermore, we will revolutionize thepurchase trends of consumers by establishing “One to One” marketing utilizing our customer bases. Our
goal is to vigorously lead the domestic drugstore industry, gaining an overwhelming presence in the healthand beauty area. Furthermore, we aim to promote the establishment of community-based integrated caresystems as a social mission of drugstores and become “Asia’s No.1 company in the health and beauty area”
in the future by promoting establishing business bases in Asia with rising health and beauty consciousness.
(2) Synergy effect of the Management Integration
The Company and cocokara fine have a common philosophy of placing the greatest value on promotionof our local customers’ beauty, health and better lives, and share the common feature of operating numerous
stores both in cities and suburbs. In addition, we can mutually leverage a variety of respective resources,
infrastructures, know-how and other management resources thanks to our complementary store locations- 20 -

and similar strategies of digitalization and global expansion.
After the implementation of the capital and business alliance, we established a synergy committee andcarried out a review of the expected synergies. We have started to unify our merchandising and shelving
planograms and have commenced to supply PB products. The Management Integration is expected to resultin achievement of a combined revenue improvement on a scale of ¥30 billion in operating profit on aconsolidated basis by the third year after the Management Integration. At present, we expect to realize
combined synergies of approximately ¥20 billion in operating profit on a consolidated basis, out of theamount mentioned above, in the first year (October 2021 – September 2022) mainly from the synergy items
as described below. We believe that such synergies from the Management Integration will boost ourshareholder value.
(ⅰ)

Joint development and joint purchasing of products-

We aim to expand sales by further increasing the appeal of our PB products through mutual
supply and sale of the existing PB products that are popular among our customers as well as joint
development of new PB products, thereby increasing sales and improving profitability.

-

We aim to improve profitability by unifying our procurement of products, including
pharmaceuticals, and thus reducing purchasing costs through economies of scale, and also by
increasing rebates through reflection of both companies’ rebate rates our rebate rates.

(ⅱ)

Customer bases and marketing-

Integration of our customer bases will enable sales promotion strategies that are compatible withdigitalization. We will aim to increase sales by offering products to meet the needs of eachcustomer and seamlessly connecting offline (physical stores) and online (EC) channels.

(ⅲ)

Others-In terms of logistics, we anticipate improvements in logistics efficiency and a reduction of thelogistics cost per store by virtue of complementary store operation areas and through an increasein our combined market shares by prefecture. In terms of systems, we expect that systems
integration will produce not only a cost reduction effect, but also rationalization of store operation,enhancement of merchandising functions and improved effects of the sales promotion measures.

-

In addition, we anticipate a cost reduction effect by jointly purchasing equipment and fixtures aswell as by unifying our settlement methods.

(3) Method of Management Integration
In the Management Integration Agreement, the Company and cocokara fine have agreed that theManagement Integration is to be effected substantially in the manner described below. For a description of
the Management Integration method, please also see the reference charts set out herein below.
(i)

As of October 1, 2021, the Company and cocokara fine shall implement a share exchange(kabushiki kokan) wherein the Company will be the wholly-owning parent company in the shareexchange and cocokara fine will be the wholly-owned subsidiary in the share exchange.

(ii) As of October 1, 2021, subject to the effectuation of the Share Exchange, the Company shall- 21 -

establish Matsumotokiyoshi Group Co., Ltd. (hereinafter, “MKG”), a company whose principal
purpose is to hold shares in, and to manage the operations of, Matsumotokiyoshi Co., Ltd. andother subsidiaries or the like, by way of an incorporation-type company split wherein the
Company will be the split company (hereinafter, the “Incorporation-type Company Split”).
(iii) As of October 1, 2021, subject to the effectuation of the Share Exchange, the Company shall
implement an absorption-type company split wherein the Company will be the split company
and MKCF Succeeding Company, a wholly-owned subsidiary of the Company established on
February 18, 2021 (hereinafter, the “Synergy Generator”), will be the succeeding company forthe purpose of causing MKCF Succeeding Company to succeed to the Company’s sales planning,
operational support and other functions (hereinafter, the “Absorption-type Company Split(Matsumotokiyoshi Holdings)”).
(iv) As of October 1, 2021, subject to the effectuation of the Share Exchange, cocokara fine shall
implement an absorption-type company split wherein cocokara fine will be the split company
and the Company will be the succeeding company for the purpose of causing the Company tosucceed to cocokara fine’s headquarters functions (hereinafter, the “Absorption-type Company
Split (cocokara fine - Matsumotokiyoshi Holdings)”).
(v) As of October 1, 2021, subject to the effectuation of the Share Exchange, cocokara fine shall
implement an absorption-type company split wherein cocokara fine will be the split company
and the Synergy Generator will be the succeeding company for the purpose of causing the
Synergy Generator to succeed to cocokara fine’s sales planning, operational support and otherfunctions (hereinafter, the “Absorption-type Company Split (cocokara fine - Synergy
Generator)”).
(vi) As of October 1, 2021, subject to the effectuation of the Share Exchange, cocokarafine
Healthcare Inc., a wholly-owned subsidiary of cocokara fine (hereinafter, “cocokarafine
Healthcare”), shall implement an absorption-type company split wherein cocokarafine
Healthcare will be the split company and the Company will be the succeeding company for the
purpose of causing the Company to succeed to cocokarafine Healthcare’s headquarters functions(hereinafter, the “Absorption-type Company Split (cocokarafine Healthcare - Matsumotokiyoshi
Holdings)”).
(vii) As of October 1, 2021, subject to the effectuation of the Share Exchange, cocokarafine
Healthcare shall implement an absorption-type company split wherein cocokarafine Healthcare
will be the split company and the Synergy Generator will be the succeeding company for the
purpose of causing the Synergy Generator to succeed to cocokarafine Healthcare’s sales
planning, operational support and other functions (hereinafter, the “Absorption-type Company
Split (cocokarafine Healthcare - Synergy Generator)”).
Upon the completion of the procedures set out in items (i) through (vii) above, MKG and cocokara fine
will become subsidiaries of the Company.
Subject to the effectuation of the Share Exchange, the Company will change its trade name to- 22 -

MatsukiyoCocokara & Co. Meanwhile, after the effectuation of the Share Exchange, cocokara fine willchange its trade name to Cocokarafine Group Co., Ltd., and the Synergy Generator will change its tradename to MCC Management Co., Ltd.
* Reference charts
Group chart after theManagement
Integration

Current state

Share Exchange
Effective date
October 1, 2021
(scheduled)

Share exchange wherein Matsumotokiyoshi Holdings will be thewholly-owning parent company in the share exchange, and cocokara fine
will be the wholly-owned subsidiary in the share exchange(*1) Subject to the effectuation of the Share Exchange, to be changed
from “Matsumotokiyoshi Holdings Co., Ltd.”(*2) After the effectuation of the Share Exchange, to be changed from“cocokara fine Inc.”(*3) After the effectuation of the Share Exchange, to be changed from“MKCF Succeeding Company.”- 23 -

Incorporation-type
Company Split andAbsorption-type
Company Split(Matsumotokiyoshi
Holdings)
Effective date
October 1, 2021
(scheduled)

Subject to the effectuation of the Share Exchange, Matsumotokiyoshi
Holdings will establish MKG, whose principal purpose is to hold shares in,and to manage the operations of, Matsumotokiyoshi Co., Ltd. and othersubsidiaries or the like by way of an incorporation-type company split,
and cause its sales planning, operational support and other functions to be
succeeded by the Synergy Generator by way of an absorption-typecompany split.
Absorption-type
Company Split(cocokara fine Matsumotokiyoshi
Holdings),
Absorption-type
Company Split(cocokara fine Synergy Generator),
Absorption-type
Company Split(cocokarafine
Healthcare Matsumotokiyoshi
Holdings) and
Absorption-type
Company Split(cocokarafine
Healthcare Synergy Generator)

Subject to the effectuation of the Share Exchange, by way ofabsorption-type company splits, cocokara fine and cocokarafine
Healthcare will cause their headquarters functions to be succeeded to
Matsumotokiyoshi Holdings, and will cause their sales planning,
operational support and other functions to be succeeded to the Synergy
Generator.

Effective date
October 1, 2021
(scheduled)2.

Outline of the terms of the Share Exchange Agreement
The terms of the Share Exchange Agreement are as follows:(The following is a copy of the Share Exchange Agreement)- 24 -

Share Exchange Agreement
cocokara fine Inc. (hereinafter, “Company C”) and Matsumotokiyoshi Holdings Co., Ltd. (hereinafter,“Company M”) hereby enter into a share exchange agreement (hereinafter, this “Agreement”) as of February
26, 2021 (hereinafter, the “Date of this Agreement”), as follows:
Article 1 (Share Exchange)
Pursuant to the provisions of this Agreement, Company C and Company M shall conduct a share exchange(kabushiki kokan) wherein Company M will be Company C’s wholly-owning parent company in the shareexchange, and Company C will be Company M’s wholly-owned subsidiary in the share exchange(hereinafter, the “Share Exchange”). Company M shall acquire, by way of the Share Exchange, all of theissued shares in Company C (excluding the shares in Company C held by Company M; hereinafter thesame).
Article 2 (Trade Names and Addresses of Wholly-owning Parent Company in the Share Exchange andWholly-owned Subsidiary in the Share Exchange)
Company C’s and Company M’s respective trade names and addresses are as follows:(1)

Company M (wholly-owning parent company in the share exchange)
Trade name: Matsumotokiyoshi

Holdings

Co.,

Ltd.

(scheduledtobechangedtoMatsukiyoCocokara & Co. as of October 1, 2021)
Address:(2)

9-1, Shinmatsudo-Higashi, Matsudo-shi, Chiba

Company C (wholly-owned subsidiary in the share exchange)
Trade name: cocokara fine Inc.
Address:

17-6, Shin Yokohama 3-chome, Kohoku-ku, Yokohama-shi, Kanagawa

Article 3 (Shares Delivered upon the Share Exchange and Allotment thereof)
1. Upon the Share Exchange, Company M shall deliver to each shareholder of Company C (i.e., theshareholders after the cancellation of Company C’s treasury shares under Article 8, excluding Company
M; hereinafter the same in this Article), as of the time immediately prior to the acquisition of all of theissued shares in Company C by Company M by way of the Share Exchange (hereinafter, the “BaseTime”), the number of common shares of Company M (hereinafter, the “Company M Shares”) obtainedby multiplying the total number of common shares of Company C (hereinafter, the “Company C
Shares”) held by the shareholder by 1.70 (such ratio shall be hereinafter referred to as the “Share
Exchange Ratio”) in exchange for his/her/its Company C Shares.
2. Upon the Share Exchange, Company M shall allot 1.70 Company M Shares for each Company C Shareheld by each Company C shareholder.
3. If there is a fraction of less than one share in the number of Company M Shares that Company M isrequired to allot to each shareholder of Company C pursuant to the provisions of the preceding two
Paragraphs, Company M shall treat the fractional shares in accordance with the provisions of Article 234- 25 -

of the Companies Act and other related laws and regulations.
Article 4 (Amount of Capital and Reserves of Company M)
The amounts of the stated capital and reserves of Company M to be increased upon the Share Exchange
shall be as follows:
(1)
(2)

(3)

Amount of stated capital to be
increased:
Amount of capital reserve to be
increased:
Amount of retained
reserve to be increased:

earnings¥0
Amount separately specified by Company M inaccordance with the provisions of Article 39 of theRegulation on Corporate Accounting¥0

Article 5 (Effective Date)
The date on which the Share Exchange becomes effective (hereinafter, the “Effective Date”) shall be
October 1, 2021; provided, however, that Company C and Company M may change the date by agreement
through consultation if a change is necessary for the progress of the Share Exchange proceedings or for any
other reason.
Article 6 (Approval of the Shareholders’ Meeting)
1. Company C shall seek approval of this Agreement at its Annual General Meeting of Shareholders to beheld on June 29, 2021 (hereinafter, the “Company C’s AGM”).
2. Company M shall seek approval of this Agreement at its Annual General Meeting of Shareholders to beheld on June 29, 2021 (hereinafter, the “Company M’s AGM”).
3. Company C and Company M may, by agreement through consultation, change the date of Company C’s
AGM and Company M’s AGM, or hold an extraordinary shareholders’ meeting to obtain shareholders’approval of this Agreement, if necessary for the progress of the Share Exchange proceedings or for any
other reason.
Article 7 (Business Operations)
1. During the period from the Date of this Agreement though the Effective Date, each of Company C andCompany M shall, within the scope of its normal business operations, perform its business and manageand operate its assets, and cause its subsidiaries to perform their respective businesses and manage andoperate their respective assets, in each case with the due care of a good and prudent manager for the
purpose of improving its or their respective corporate value.
2. Except as otherwise provided in this Agreement, during the period from the Date of this Agreement
though the Effective Date, each of Company C and Company M shall consult with the other party inadvance if it is to perform, or cause any of its subsidiaries to perform, any act that may have a material
effect on the consummation of the Share Exchange or the Share Exchange Ratio, and shall, in making
such consultation, provide the other party with reasonable explanatory materials regarding the relevant- 26 -

act at a reasonable time.
Article 8 (Cancellation of Treasury Shares)
Company C shall, by resolution of a board of directors meeting to be held no later than the day before theEffective Date, cancel all of the treasury shares it holds as of the Base Time (including the treasury sharesthat Company C acquires in response to any dissenting shareholders’ share exercise of appraisal rights madeupon the Share Exchange as set forth in Article 785, Paragraph 1 of the Companies Act).
Article 9 (Change of Terms of, or Cancellation of the Share Exchange)
Upon the occurrence or discovery of any event that materially impairs the consummation of the Share
Exchange or if it otherwise becomes difficult to achieve the purpose of this Agreement during the period
from the Date of this Agreement though the Effective Date, Company C and Company M may, byagreement through consultation, change the conditions of the Share Exchange or any other terms of thisAgreement, or cancel the Share Exchange.
Article 10 (Validity of this Agreement)This Agreement shall lose its effect in any of the following cases: (i) failure to obtain approval of thisAgreement at Company C’s AGM; (ii) failure to obtain approval of this Agreement at Company M’s AGM;
(iii) failure to obtain any of the approvals, permits, consents, etc. of the relevant authorities needed for the
consummation of the Share Exchange as provided under applicable laws and regulations; or (iv)cancellation of the Share Exchange pursuant to the preceding Article.
Article 11 (Consultation)
Company C and Company M shall settle any matter not provided in this Agreement, or any doubt as to thesubstance of this Agreement, through good-faith consultation.
IN WITNESS WHEREOF, this Agreement has been executed in duplicate and the parties hereto shall retain
one original each after affixing their respective signatures or names and seal impressions hereunto.
February 26, 2021
Company C: cocokara fine Inc.
17-6, Shin Yokohama 3-chome, Kohoku-ku, Yokohama-shi, Kanagawa
Atsushi Tsukamoto, President and Representative Director (seal)
Company M: Matsumotokiyoshi Holdings Co., Ltd.
9-1, Shinmatsudo-Higashi, Matsudo-shi, Chiba
Kiyoo Matsumoto, President and Representative Director (seal)- 27 -

3.

Matters concerning appropriateness of the decisions concerning the matters listed in Item 2 and 3 ofArticle 768, Paragraph 1 of the Companies Act(1) Details of allotment pertaining to the Share Exchange

Share Exchange Ratio for the Share
Exchange
Number of shares to be delivered in
the Share Exchange(*1) Allocation ratio of shares

The Company(wholly-owning parent
company in the shareexchange)cocokara fine(wholly-owned subsidiary inthe share exchange)

1

1.70

40,795,416 common shares of the Company (scheduled)

For each common share of cocokara fine, 1.70 common shares of the Company will be allotted anddelivered. However, no allotment or delivery will be made with regard to the common shares of cocokara
fine held by the Company (6,006,908 shares as of December 31, 2020).
(*2) Number of shares to be delivered in the Share Exchange
40,795,416 common shares of the Company (scheduled)
The number of common shares has been calculated based on the total number of issued commonshares (31,412,085 shares) and the number of treasury shares (1,407,873 shares) of cocokara fine as ofDecember 31, 2020.
Upon the Share Exchange, the Company will allot and deliver its common shares to the shareholdersof cocokara fine as of the time immediately prior to the acquisition of all of the issued shares in cocokara
fine by the Company (hereinafter, “Base Time”). The number of common shares of the Company to be
allotted will be calculated based on the share exchange ratio for the Share Exchange described in thetable above (hereinafter, “Share Exchange Ratio”). The common shares of the Company will be allottedand delivered through the appropriation of treasury shares held by the Company as well as through theissuance of new shares.
cocokara fine plans to cancel all of its treasury shares held as of the Base Time (including treasury
shares to be acquired in response to the demands of the dissenting shareholders for share purchase, set
forth in Article 785, Paragraph 1 of the Companies Act, exercised at the time of the Share Exchange) by aresolution at the board of directors meeting held no later than the day prior to the effective date of the
Share Exchange, and the number of common shares to be delivered by the Company may be revised in
the future depending on the number of treasury shares, etc. to be held by cocokara fine up to the BaseTime.
(*3) Treatment of fractional shares of less than one share unit
As a result of the Share Exchange, some shareholders are expected to hold fractional shares of lessthan one unit of the Company, but such fractional shares may not be sold in the financial instruments
exchange market. Shareholders who will hold fractional shares of less than one unit of the Company areentitled to exercise the following rights on and after the effective date of the Share Exchange:(i) Right to request to purchase the fractional shares of less than one unit (sale of fractional shares)- 28 -

In accordance with Article 192, Paragraph 1 of the Companies Act, shareholders may request that
the Company purchase the fractional shares held by such shareholders.
(ii) Right to purchase additional fractional shares (additional purchase to form one unit)
Pursuant to the provisions of Article 194, Paragraph 1 of the Companies Act and the Articles ofIncorporation, except when the Company does not hold the number of treasury shares for which
additional purchase is requested, shareholders may purchase from the Company such number ofshares that, together with the number of fractional shares held by such shareholders, will constituteone share unit (100 shares).
(*4) Treatment of fractions of less than one share
Upon the execution of the Share Exchange, pursuant to the provisions of Article 234 of the Companies
Act and other related laws and regulations, the Company will pay the amount corresponding to thefraction of less than one share to the current shareholders of cocokara fine who will receive suchallotments of a fraction of less than one share of the Company’s common stock in association with the
Share Exchange.
(2) Grounds for details of allotment pertaining to the Share Exchange(i)

Grounds for details of allotment
In calculating the Share Exchange Ratio, in order to ensure fairness and appropriateness of the
Share Exchange Ratio, the Company has appointed Daiwa Securities Co., Ltd. (hereinafter, “Daiwa
Securities”), and cocokara fine has appointed Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
(hereinafter, “Mitsubishi UFJ Morgan Stanley Securities”), as the financial advisor and third-party
calculation agent independent of both companies.
Based on the calculation results of the share exchange ratio and advice submitted by its
third-party calculation agent, Daiwa Securities, stated below in “A) Obtaining calculation
documents from independent third-party calculation agents” of “(iii) Measures for securing
fairness,” the legal advice from Anderson Mori & Tomotsune stated below in “B) Advice fromindependent law firms” of “(iii) Measures for securing fairness” and results of various due diligence
conducted by itself and its advisors against cocokara fine, and also in consideration of such matters,
including the financial conditions, business performance trends and stock price fluctuations of bothcompanies, the Company has, after much careful deliberation and discussion, determined that the
Share Exchange Ratio stated above in “(1) Details of allotment pertaining to the Share Exchange” isappropriate and contributes to the benefits of the shareholders of the Company.
Based on the calculation results of the share exchange ratio and advice submitted by its
third-party calculation agent, Mitsubishi UFJ Morgan Stanley Securities, stated below in “A)
Obtaining calculation documents from independent third-party calculation agents” of “(iii)
Measures for securing fairness,” the legal advice from Nomura & Partners stated below in “(B)Advice from independent law firms” of “(iii) Measures for securing fairness” and results of various
due diligence conducted by itself and its advisor against the Company, and also in consideration of- 29 -

such matters, including the financial conditions, business performance trends and stock pricefluctuations of both companies, cocokara fine has, after much careful deliberation and discussion,
determined that the Share Exchange Ratio stated above in “(1) Details of allotment pertaining to the
Share Exchange” is appropriate and contributes to the benefits of the shareholders of cocokara fine.
As such, by reference to the calculation/analysis results from their third-party calculation agentsand advice from their legal advisors, and based on the results of the due diligence conducted against
the other party, in comprehensive consideration of such factors, including financial conditions,future prospects and stock price fluctuations, the Company and cocokara fine have, after a series ofcareful negotiations and deliberations, determined that the Share Exchange Ratio of 1.70 statedabove in “(1) Details of allotment pertaining to the Share Exchange” is appropriate and contributes
to the benefit of the shareholders of both companies. Therefore, after passing a resolution on theexecutions of the Management Integration Agreement and the Share Exchange Agreement at theirrespective board of directors’ meetings held on February 26, 2021, the Company and cocokara fineentered into the Management Integration Agreement and the Share Exchange Agreement.
(ii) Matters relating to calculation
A) Name of calculation agents and relationship with both companies
Neither Daiwa Securities nor Mitsubishi UFJ Morgan Stanley Securities is an affiliate of theCompany or cocokara fine, and neither of them has a material interest worth stating with respect to
the Share Exchange.
B) Outline of calculation
Daiwa Securities has made calculations using: (a) the market stock price method on the grounds
that the shares of both the Company and cocokara fine are listed on the First Section of Tokyo Stock
Exchange, Inc. (hereinafter, the “Tokyo Stock Exchange”), and the market stock price is available;(b) the comparable peer company multiple method on the grounds that there exist multiple
comparable peer companies listed with respect to both companies, and that the stock price isavailable for analogy by comparing the peer companies; and (c) the DCF (Discounted Cash Flow)method in order to reflect the status of future business activities to the assessment.
・The calculation results of each method are as follows. For the avoidance of doubt, thecalculation range of the share exchange ratio below describes the calculation range of the number ofcommon shares of the Company allotted per common share of cocokara fine.
Calculation Method
Market Stock Price Method
Comparable Peer Company Multiple
MethodDCF Method

Calculation Range of Share Exchange Ratio
1.67 to 1.72
1.54 to 1.92
1.63 to 2.01

With respect to the market stock price method, the average of the closing price on the base date

- 30 -

and the closing price of the share price for the periods of one (1) month prior to the base date, three(3) months prior to the base date and six (6) months prior to the base date have been adopted, with
February 25, 2021 as the calculation base date.
In calculating the share exchange ratio, Daiwa Securities has, in principle, used the materials andinformation provided by the Company and cocokara fine, and information generally made available
to the public, and has analyzed and considered all the materials, information or the like on theassumption that the same are correct and complete, and has not verified, nor does it assume any
liability to verify, the accuracy and completeness of such materials, information or the like on its
own accord. In addition, Daiwa Securities has not assessed, appraised or estimated on its own
accord the assets or liabilities (including contingent liabilities) of either company or their affiliates,
and has not requested such an assessment, appraisal or estimation from a third-party agent. Daiwa
Securities understands that the business plans, financial forecasts and other information on future
matters provided by the Company and cocokara fine were reasonably prepared based on the best
forecasts and determinations of the managers of both companies then available. Daiwa Securities
has relied on the information of the business plans of both companies without verifying the accuracy,
appropriateness and feasibility thereof on its own accord. The share exchange ratio has been
calculated by Daiwa Securities based on the financial, economic, market and other status as ofFebruary 25, 2021.
As stated below in “A) Obtaining calculation documents from independent third-party calculation
agents” of “(iii) Measures for securing fairness,” on February 25, 2021, the Company received afairness opinion from Daiwa Securities to the effect that the agreed Share Exchange Ratio is fair tothe shareholders of the Company from a financial viewpoint based on the above preconditions andother certain preconditions.
Mitsubishi UFJ Morgan Stanley Securities has adopted and made calculations using: (a) themarket stock price analysis on the grounds that the shares of both the Company and cocokara fineare listed on the financial instruments exchange, and the market stock price is available; (b) thecomparable peer company multiple analysis on the grounds that there exist multiple comparable
peer companies listed with respect to both companies, and that the stock price is available foranalogy by comparing the peer companies; and (c) the discounted cash flow analysis (hereinafter,“DCF Analysis”) in order to reflect the status of future business activities to the assessment.
With respect to the market stock price analysis, the closing price of the share price on the basedates on the Tokyo Stock Exchange and the simple average of the closing price on the transaction
date for the periods of one (1) month prior to the respective base dates, three (3) months prior to therespective base dates and six (6) months prior to the respective base dates on the Tokyo Stock
Exchange have been adopted, with April 25, 2019, which is the business day preceding the date on
which the commencement of negotiations of capital and business alliance was announced, as thefirst calculation base date (hereinafter, “First Base Date”), January 30, 2020, which is the business
day preceding the date on which the execution of the basic agreement towards the Management
Integration was announced, as the second calculation base date (hereinafter, “Second Base Date”),- 31 -

and February 25, 2021 as the third calculation base date (hereinafter, “Third Base Date”).
The calculation of prices using the DCF Analysis is based on various factors such as the profits inthe financial prospects and investment plans provided by the managers of the Company andcocokara fine, all of which have been acknowledged by both companies to be used by Mitsubishi
UFJ Morgan Stanley Securities for the purpose of calculation, results of the due diligence conductedagainst the Company and cocokara fine and other information generally made available to the public,
and separately adds synergistic effect to the Management Integration. For the avoidance of doubt,
the financial prospects of cocokara fine includes those of business years wherein significant
increases or decreases in profits are expected. To be specific, for the period ending March 2022, asignificant increase in profits compared to the previous business year is expected due to the businessrecovery from the decline in profits affected by the spread of COVID-19.
The calculation results of the number of common shares of the Company allotted per commonshare of cocokara fine using each method are as follows:
Adopted Method
Market Stock Price Analysis(First Base Date)
Market Stock Price Analysis(Second Base Date)
Market Stock Price Analysis(Third Base Date)
Comparable Peer Company Multiple
Analysis
DCF Analysis

Calculation Results of Share Exchange Ratio
1.21 to 1.41
1.49 to 1.52
1.67 to 1.72
1.26 to 1.99
1.31 to 2.02

On February 25, 2021, Mitsubishi UFJ Morgan Stanley Securities submitted to the board of
directors of cocokara fine a calculation report on the exchange ratio pertaining to the Share
Exchange. In addition, upon the request from the board of directors of cocokara fine, Mitsubishi
UFJ Morgan Stanley Securities has submitted to the board of directors of cocokara fine a written
opinion to the effect that the Share Exchange Ratio is appropriate from the financial viewpoint of
the shareholders of the common shares of cocokara fine (excluding the Company) as of the time ofthe share exchange (hereinafter, “Fairness Opinion”).
The opinion of Mitsubishi UFJ Morgan Stanley Securities in the Fairness Opinion is based on,
and subject to, the various material conditions and restrictions described in the Fairness Opinion andother various conditions stated below. In addition, Mitsubishi UFJ Morgan Stanley Securities does
not make any recommendations to cocokara fine or its shareholders or its board of directors to theeffect that a certain share exchange ratio is the only appropriate one.
In providing its opinion and representation in the Fairness Opinion, Mitsubishi UFJ Morgan
Stanley Securities relied on information that had already been made available to the public or
information provided by cocokara fine or the Company with the assumption that such information is- 32 -

accurate and complete, and has not verified the accuracy and completeness thereof on its own
accord.
In addition, in preparing the Fairness Opinion, Mitsubishi UFJ Morgan Stanley Securities has
considered the strategy, finance and business operation-related merits expected from theManagement Integration with the assumption that the financial prospects, including the information
on such strategy, finance and business operation-related merits, reflects the best prospects anddecisions currently available with respect to the future financial conditions of cocokara fine and theCompany and has been reasonably prepared by the managers of cocokara fine and the Company.
Further, Mitsubishi UFJ Morgan Stanley Securities expresses its opinion with the assumption that
the Management Integration will be implemented without any waiver, amendment or delay withrespect to the terms and conditions set forth in the Management Integration Agreement. Mitsubishi
UFJ Morgan Stanley Securities understands that the permits and approvals, consents or the like ofthe government agencies, supervisory agencies or the like required for the Management Integration
are all obtainable, and that no delays, restrictions or conditions that may have material adverse effecton the merits expected from the Management Integration will be added to such permits andapprovals, consents or the like.
Mitsubishi UFJ Morgan Stanley Securities is not an advisor with respect to legal affairs,
accounting, tax affairs, business regulations and corporate pension. Mitsubishi UFJ Morgan Stanley
Securities serves as the financial adviser, and with respect to issues on legal affairs, accounting, tax
affairs, business regulations and corporate pension, rather than verifying the same on its own accord,
it relies on the decisions made by cocokara fine or the Company and their legal advisers, accounting
advisers and tax advisers.
Mitsubishi UFJ Morgan Stanley Securities does not express any opinion as to the reasonablenessof the amount or nature of the consideration paid to the directors, officers or employees of cocokara
fine (regardless of title or class) with respect to the consideration that the owners of the shares ofcocokara fine will receive in the Management Integration.
Mitsubishi UFJ Morgan Stanley Securities has not evaluated or assessed on its own accord, andhas not received any evaluations and/or assessments of, the assets and liabilities of cocokara fineand the Company.
The opinion of Mitsubishi UFJ Morgan Stanley Securities is based on the economic conditions,financial conditions, market conditions and other conditions as of February 25, 2021 in the Fairness
Opinion and the information it has obtained as of February 25, 2021. Although there is a possibility
that an event occurring on or after February 25, 2021 may affect the basis on which the opinion in
the Fairness Opinion has been prepared, Mitsubishi UFJ Morgan Stanley Securities is not obligatedto update, revise or reconfirm its opinion in the Fairness Opinion. Mitsubishi UFJ Morgan Stanley
has provided services as the financial adviser of cocokara fine with respect to the Management
Integration, and is scheduled to receive fees as consideration for such services. The receipt of theconsiderable portion of the fees is subject to the Management Integration becoming effective.
During the two (2)-year period retroactive to the date of the Fairness Opinion, Mitsubishi UFJ- 33 -Morgan Stanley Securities or its affiliates have provided financial adviser services and financial
services to cocokara fine, and Mitsubishi UFJ Morgan Stanley Securities or its affiliates havereceived fees as consideration for such services. In addition, it is possible for Mitsubishi UFJ
Morgan Stanley Securities and its affiliates to provide such services to cocokara fine in the futureand receive fees as consideration for such services in the future.
Mitsubishi UFJ Morgan Stanley Securities (together with its affiliates, hereinafter collectively
referred, “Mitsubishi UFJ Morgan Stanley Securities Group”) provides global financial services,
including banking services (including loan services to cocokara fine and the Company), securities
services, trust services, investment management services and other financial services (hereinaftercollectively referred, “Financial Services”). Securities services are not limited to the provision of
investment banking services, finance and financial advisory services, but also include underwritingof securities, sale and purchase, brokerage services, foreign exchange, commodities and derivativetransactions. In the course of general underwriting of securities, sales and purchases, brokerage
services and finance services, Mitsubishi UFJ Morgan Stanley Securities Group may take long or
short positions with respect to bonds, shares or loans of cocokara fine, the Company or companies
related to the Management Integration, currencies or commodities related to the Management
Integration or related derivative instruments, or otherwise provide the Financial Services ofMitsubishi UFJ Morgan Stanley Securities Group to cocokara fine, the Company or companies
related to the Management Integration, and engage in sale and purchase or other transactions for its
own account or its customer’s account. Mitsubishi UFJ Morgan Stanley Securities Group and its
directors and officers may invest their own money in, or manage funds that invest their own moneyin, the bonds, shares or loans of cocokara fine, the Company or companies related to theManagement Integration, currencies or commodities related to the Management Integration or
related derivative instruments. In addition, Mitsubishi UFJ Morgan Stanley Securities may provide
general brokerage services to cocokara fine, the Company or companies related to the Management
Integration.
(iii) Measures for securing fairness
The Company and cocokara fine have taken the following measures in order to secure the fairnessof the Share Exchange Ratio and of the Share Exchange.
A) Obtaining calculation documents from independent third-party calculation agents
The Company obtained, for the benefit of its shareholders, calculation documents concerning theshare exchange ratio on February 25, 2021 from Daiwa Securities, a third-party calculation agent
independent of the Company and cocokara fine. For the outline of the calculation documents, pleaserefer to “(ii) Matters relating to calculation” of “(2) Grounds for details of allotment pertaining to
the Share Exchange” above.
For reference information, on February 25, 2021, the Company received from Daiwa Securities
the fairness opinion to the effect that the Share Exchange Ratio is fair to the shareholders of theCompany from a financial viewpoint based on the preconditions stated in “(ii) Matters relating to- 34 -

calculation” of “(2) Grounds for details of allotment pertaining to the Share Exchange” above andother certain preconditions.
For the material preconditions, etc. concerning the fairness opinion of Daiwa Securities, pleaserefer to the Exhibit to the Press Release on the Management Integration.
Further, cocokara fine obtained, for the benefit of its shareholders, the calculation documents
concerning the share exchange ratio on February 25, 2021 from Mitsubishi UFJ Morgan Stanley
Securities, a third-party calculation agent independent of the Company and cocokara fine. For theoutline of calculation documents, please refer to “(ii) Matters relating to calculation” of “(2)Grounds for details of allotment pertaining to the Share Exchange” above.
For reference information, on February 26, 2021, cocokara fine received from Mitsubishi UFJ
Morgan Stanley Securities the fairness opinion to the effect that the Share Exchange Ratio is fair tothe shareholders of cocokara fine from a financial viewpoint based on the preconditions stated in“(ii) Matters relating to calculation” of “(2) Grounds for details of allotment pertaining to the Share
Exchange” above and other certain preconditions.
B) Advice from independent law firms
The Company has obtained legal advice from Anderson Mori & Tomotsune as its legal advisor
regarding the Share Exchange with respect to the various procedures of the Share Exchange and themethod/process of the decision-making of the board of directors.
Further, cocokara fine has obtained legal advice from Nomura & Partners as its legal advisor
regarding the Share Exchange with respect to the various procedures of the Share Exchange and themethod/process of the decision-making of the board of directors.
For the avoidance of doubt, Anderson Mori & Tomotsune and Nomura & Partners are both
independent of the Company and cocokara fine, and neither of them is a material interested party ofeither company.
(iv) Measures for avoiding conflict of interest
No special measures, besides those in “(iii) Measures for securing fairness” above, have beentaken on the grounds that there is no conflict of interest between the companies in thedecision-making in the board of directors concerning the Share Exchange, including the fact that
there is no member of the board of directors of the Company and cocokara fine wherein the
resolution to implement the Share Exchange has been passed who concurrently serves as an officer
or employee of the counterparty of the Share Exchange. For reference information, the proposals forthe execution of the Management Integration Agreements and other agreements submitted to themeetings of the board of directors of the Company and cocokara fine have been approved andpassed unanimously, and all company auditors or all audit and supervisory committee members havestated their opinion that they have no objection to the implementation of the Management
Integration.

- 35 -

(3) Matters concerning the appropriateness of the amounts of stated capital and reserves of the Company
to be increased upon the Share Exchange
The amounts of stated capital and reserves of the Company to be increased upon the Share Exchange are
as stated below. The Company believes that these amounts are appropriate as they have been determinedwithin the scope of laws and regulations after comprehensive consideration and examination of theCompany’s capital policy following the Share Exchange and other circumstances.

4.

(i)

The amount of stated capital to
be increased:

¥0

(ii)

The amount of capital reserve to
be increased:

Amount separately specified by the Company
pursuant to the provisions of Article 39 of theRegulation on Corporate Accounting(iii)

The amount of retained earnings
reserve to be increased:¥0

Matters concerning cocokara fine
(1) The contents of cocokara fine’s financial statements, etc. for the most recent business year (from April
1, 2020 to March 31, 2021) are posted on the Company’s website on the Internet(https://www.matsumotokiyoshi-hd.co.jp/investors/meeting.html) pursuant to the provisions of laws
and regulations and the Company’s articles of incorporation.
(2) Disposal of important assets, burden of major obligations, or any other event that has material impact
on the status of company’s assets occurring after the last day of the most recent business year(i)

As of April 28, 2021, cocokara fine entered into an absorption-type company split agreement with
the Company for an Absorption-type Company Split (cocokara fine - Matsumotokiyoshi Holdings)(hereinafter, the “Absorption-type Company Split Agreement (cocokara fine - Matsumotokiyoshi
Holdings)”).

(i)

As of April 28, 2021, cocokara fine entered into an absorption-type company split agreement with
the Synergy Generator for an Absorption-type Company Split (cocokara fine - Synergy
Generator).

(ii) As of April 28, 2021, cocokarafine Healthcare entered into an absorption-type company split
agreement with the Company for an Absorption-type Company Split (cocokarafine Healthcare Matsumotokiyoshi Holdings) (hereinafter, the “Absorption-type Company Split Agreement(cocokarafine Healthcare - Matsumotokiyoshi Holdings)”).
(iii) As of April 28, 2021, cocokarafine Healthcare entered into an absorption-type company split
agreement with the Synergy Generator for an Absorption-type Company Split (cocokarafine
Healthcare - Synergy Generator).
5.

Disposal of important assets, burden of major obligations, or any other event that has material impact on
the status of company’s assets occurring after the last day of the most recent business year of the- 36 -

Company (from April 1, 2020 to March 31, 2021)(1) As of April 28, 2021, the Company formulated an incorporation-type company split plan for an
Incorporation-type Company Split (hereinafter, the “Incorporation-type Company Split Plan”). For
details, please see Proposal 6 “Approval of the Incorporation-type Company Split.”(2) As of April 28, 2021, the Company entered into an absorption-type company split agreement with the
Synergy Generator for an Absorption-type Company Split (Matsumotokiyoshi Holdings) (hereinafter,
the Absorption-type Company Split Agreement (Matsumotokiyoshi Holdings)”). For details, please see
Proposal 7 “Approval of the Absorption-type Company Split Agreement.”(3) As of April 28, 2021, the Company entered into an Absorption-type Company Split Agreement withcocokara fine (cocokara fine - Matsumotokiyoshi Holdings) for an Absorption-type Company Split(cocokara fine - Matsumotokiyoshi Holdings).
(4) As of April 28, 2021, the Company entered into an Absorption-type Company Split Agreement withcocokarafine

Healthcare(cocokarafine

Healthcare-

Matsumotokiyoshi

Holdings) for

Absorption-type Company Split (cocokarafine Healthcare - Matsumotokiyoshi Holdings).

- 37 -anProposal 6:

Approval of the Incorporation-type Company Split

As announced in the “Notice of Execution of Absorption-type Company Split Agreement, etc. forManagement Integration between Matsumotokiyoshi Holdings Co., Ltd. and cocokara fine Inc.” dated April
28, 2021 (the “Press Release on Absorption-type Company Split, etc.”), based on a resolution of the Board of
Directors meeting held on April 28, 2021, and subject to the Share Exchange (effective date: October 1, 2021),
the Company has prepared an Incorporation-type Company Split Plan concerning the Incorporation-type
Company Split wherein the Company will be the split company and by which MKG, a company whose
principal purpose is to hold shares in, and manage the operations of, Matsumotokiyoshi Co., Ltd. and othersubsidiaries or the like, will be established.
This Proposal hereby proposes the approval of the Incorporation-type Company Split Plan.
The reason for implementing the Incorporation-type Company Split, the content of the Incorporation-type
Company Split Plan and other matters concerning this Proposal are as follows.
1. Reason for implementing the Incorporation-type Company Split
The Incorporation-type Company Split will be implemented as part of a series of transactions under theManagement Integration. For details, please refer to “1. Reason for implementing the Share Exchange” ofProposal 5 “Approval of the Share Exchange Agreement.”
2. Outline of content of the Incorporation-type Company Split Plan
The content of the Incorporation-type Company Split Plan is as follows.
(The following is a copy of the Incorporation-type Company Split Plan)- 38 -

Incorporation-type Company Split Plan

Matsumotokiyoshi Holdings Co., Ltd. (hereinafter, “Company M”) will newly establish Matsumotokiyoshi
Group Co., Ltd. (hereinafter, the “Incorporated Company”), and prepare an Incorporation-type Company
Split Plan (hereinafter, the “Plan”) as follows in relation to an incorporation-type company split, which
provides the rights and obligations pertaining to the holding of shares and management and operations ofsubsidiaries or the like (hereinafter, the “Incorporation-type Company Split”).
Article 1 (Incorporation-type Company Split)
Company M will transfer the rights and obligations (hereinafter, the “Succeeded Rights and Obligations”)
set forth in the “Details of Rights and Obligations to be Succeeded” of Exhibit 1 to the Incorporated Company.
Article 2 (Matters to be Included in the Incorporated Company’s Articles of Incorporation)
The purpose, trade name, address of the headquarters, total number of authorized shares of the Incorporated
Company and any other matters specified by the Articles of Incorporation shall be as stated in the “Articles ofIncorporation” of Exhibit 2.
Article 3 (Names of Officers at Incorporation of the Incorporated Company)
1.

The Directors at incorporation of the Incorporated Company shall be as follows:
Namio Matsumoto
Kiyoo Matsumoto
Takashi Matsumoto

2.

The Corporate Auditor at incorporation of the Incorporated Company shall be as follows:
Hisao Honta

Article 4 (Matters Regarding Rights and Obligations to be Succeeded)1.

As a result of the Incorporation-type Company Split, the Incorporated Company will succeed to theSucceeded Rights and Obligations from Company M on the Date of Split (as defined in Article 7).

2.

The succession of obligations under the provision of the preceding paragraph will be by means of acomplete assumption of obligations that completely releases Company M from those obligations.

Article 5 (Allotment of Shares)
The Incorporated Company will issue 500 common shares upon its incorporation, and all of those shares
will be allotted and delivered to Company M as the consideration for the Incorporation-type Company Split.
Article 6 (Amount of Stated Capital and Reserves of the Incorporated Company)
The amounts of stated capital, capital reserve, other capital surplus and retained earnings reserve uponincorporation of the Incorporated Company shall be as follows:- 39 -

(1) Stated capital: JPY 50 million(2) Capital reserve: JPY 0(3) Other capital surplus:

The amount obtained by deducting the total amounts specified in thepreceding two items from the Amount of Changes in Shareholders’ Equity, etc.
as specified in Article 49, Paragraph 1 of the Regulation on Corporate
Accounting.
(4) Retained earnings reserve:

JPY 0

Article 7 (Incorporation Date of the Incorporated Company)
1.

The date of registration of incorporation of the Incorporated Company (hereinafter, the “Date of Split”)
shall be October 1, 2021; provided, however, that the Date of Split may be changed if such a change isnecessary for the progress of the Incorporation-type Company Split proceedings or for any other reason.

2.

The Incorporation-type Company Split shall become effective on the condition precedent that a shareexchange under the share exchange agreement dated February 26, 2021 between Company M andcocokara fine Inc. (hereinafter, “Company C”) has become effective, wherein Company M will be thewholly-owning parent company in the share exchange and Company C will be the wholly-owned
subsidiary in the share exchange.

Article 8 (General Meeting of Shareholders)Company M shall seek approval for the Plan at the Annual General Meeting of Shareholders to be held on
June 29, 2021.
Article 9 (Change of Conditions of, or Cancellation of the Incorporation-type Company Split)
Upon the occurrence or discovery of any event that materially impairs the execution of theIncorporation-type Company Split or if it otherwise becomes difficult to achieve the purpose of the Plan
during the period from the day of preparation of the Plan through the Date of Split, Company M may change
the conditions of the Incorporation-type Company Split or any other terms of the Plan or cancel the
Incorporation-type Company Split.
Article 10 (Exemption from Duty Not to Compete)Company M shall not assume a non-compete duty in connection with the Incorporation-type Company
Split.
Article 11 (Validity of the Plan)
The Plan shall cease to be effective in any of the following cases: (i) failure to obtain approval of the Plan at
Company M’s AGM; (ii) failure to obtain any of the approvals, permits, consents, etc. of the relevant
authorities that are necessary for the execution of the Incorporation-type Company Split as provided in laws
and regulations; or (iii) cancellation of the Incorporation-type Company Split under Article 9.

- 40 -

Article 12 (Consultation)
In addition to the matters set forth in the Plan, any matter that is required in relation to the
Incorporation-type Company Split will be decided by Company M in accordance with the purpose of thePlan.
April 28, 2021
Matsumotokiyoshi Holdings Co., Ltd.
9-1 Shinmatsudo-Higashi, Matsudo-shi, Chiba
Kiyoo Matsumoto, President and Representative Director- 41 -

Incorporation-type Company Split Plan Exhibit
Details of Rights and Obligations to be Succeeded
As of the Date of Split, the assets, obligations, agreements and any other rights and obligations to which the
Incorporated Company will succeed from Company M as a result of the Incorporation-type Company Split
shall be as follows. The assets and obligations to which the Incorporated Company will succeed from
Company M shall be determined based on Company M’s balance sheet and other financial statements as ofDecember 31, 2020 with addition or subtraction adjustments made one day prior to the effective date of theIncorporation-type Company Split.

Descriptions
1.

AssetsCompany M’s assets are as follows:(1) Current assets
The following prepaid expenses:
・All prepaid expenses in connection with security agreement fees and fixed asset taxes of theheadquarters of Company M (address: 9-1 Shinmatsudo-Higashi, Matsudo-shi, Chiba);
・All prepaid expenses in connection with parking fees of all parking lots leased by Company M
located in Shinmatsudo, Matsudo-shi, Chiba, Shinmatsudo-Higashi, Matsudo-shi, Chiba andKoya, Matsudo-shi, Chiba; and・All prepaid expenses in connection with security agreement fees and fixed asset taxes of the officeof Company M (address: 1-483 Shinmatsudo, Matsudo-shi, Chiba).

- 42 -

(2) Tangible fixed assets(i) The following land:
No.
1
2
3
4
5
6
7

Plot No.

Address
Shinmatsudo-Higashi,
Matsudo-shi
Shinmatsudo-Higashi,
Matsudo-shi
Shinmatsudo-Higashi,
Matsudo-shi
Shinmatsudo-Higashi,
Matsudo-shi
Shinmatsudo-Higashi,
Matsudo-shi
Koyaazaokke,
Matsudo-shi
Koyaazabokke,
Matsudo-shi

9-1
9-4
9-7
10-3
10-4
829-2
829-3

Classification
Residentialarea
Residentialarea
Residential
area
Uncultivated
field
Pond

Area
2,406.42 m2

Miscellaneousland
Miscellaneousland

232 m2

Structure

Floor area

348.77 m2
317.00 m2
122 m2770 m2275 m2(ii) The following building:No.

Address1

9-1
Shinmatsudo-Higashi,
Matsudo-shi

Building
number9-1

Type
OfficeSteel-framed
structure,flat-roofed,
five-storiedbuilding

1st floor 1,742.33 m2
2nd floor 1,094.20 m2
3rd floor 891.20 m2
4th floor 835.58 m2
5th floor 768.58 m2(iii) The following building accessories:
・Building accessories of the headquarters of Company M (address: 9-1 Shinmatsudo-Higashi,
Matsudo-shi, Chiba); and・Building accessories of the office of Company M (address: 1-483 Shinmatsudo, Matsudo-shi,
Chiba).
(iv) The following buildings:
・ A building on the land on which the headquarters of Company M (address: 9-1
Shinmatsudo-Higashi, Matsudo-shi, Chiba) is located; and・A building on the land on which the office of Company M (address: 1-483 Shinmatsudo,
Matsudo-shi, Chiba) is located.
(v) The following tools, furniture and fixtures:
・Tools, furniture and fixtures existing within the headquarters of Company M (address: 9-1
Shinmatsudo-Higashi, Matsudo-shi, Chiba); and・Tools, furniture and fixtures existing within the office of Company M (address: 1-483 Shinmatsudo,
Matsudo-shi, Chiba).

- 43 -

(vi) Leased assets of video and sound facilities and projectors existing within the headquarters ofCompany M (address: 9-1 Shinmatsudo-Higashi, Matsudo-shi, Chiba)(3) Intangible fixed assets
None(4) Investments and other assets(i)

All shares of the following affiliates and subsidiaries:
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15

Name of Issue
Matsumotokiyoshi Co., Ltd.
Matsumotokiyoshi East Co., Ltd.
PAPASU Co., Ltd.
Matsumotokiyoshi Kou-Shin-Etsu Co., Ltd.
Matsumotokiyoshi Chu-Shikoku Co., Ltd.
Matsumotokiyoshi Kyusyu Co., Ltd.
Matsumotokiyoshi Pharmacies Co., Ltd.
Matsumotokiyoshi Wholesale Co., Ltd.
Matsumotokiyoshi Asset Management Co., Ltd.
MK Planning Co., Ltd.
Matsumotokiyoshi Insurance Service Co., Ltd.
Central & Matsumotokiyoshi Ltd.
Matsumotokiyoshi (Taiwan) Limited
MATSUMOTO KIYOSHI (HK) CO., LIMITED
Matsumoto Kiyoshi Vietnam Joint Stock
Company(ii) Long-term prepaid expenses in connection with the design of the voice infrastructure network
within the headquarters of Company M (address: 9-1 Shinmatsudo-Higashi, Matsudo-shi,
Chiba)(iii) The following lease and guarantee deposits:・Lease and guarantee deposits under all lease agreements for parking lots leased by Company M
located in Shinmatsudo, Matsudo-shi, Chiba, Shinmatsudo-Higashi, Matsudo-shi, Chiba andKoya, Matsudo-shi, Chiba; and・Lease and guarantee deposits under the lease agreement for the office of Company M (address:
1-483 Shinmatsudo, Matsudo-shi, Chiba)
2.

Obligations
Company M’s liabilities are as follows:(1) Current liabilities(i)

Leased obligations in connection with video and audio facilities and projectors existing within
the headquarters of Company M (address: 9-1 Shinmatsudo-Higashi, Matsudo-shi, Chiba)- 44 -

(ii) The following accounts payable:
・Accounts payable in connection with the maintenance, management and repair of the headquartersof Company M (address: 9-1 Shinmatsudo-Higashi, Matsudo-shi, Chiba); and・Accounts payable in connection with the maintenance, management and repair of the office ofCompany M (address: 1-483 Shinmatsudo, Matsudo-shi, Chiba).
(2) Fixed liabilities(i)Long-term lease obligations in connection with video and audio facilities and projectors
existing within the headquarters of Company M (address: 9-1 Shinmatsudo-Higashi,
Matsudo-shi, Chiba); and(ii) Asset retirement obligations in connection with the office of Company M (address: 1-483
Shinmatsudo, Matsudo-shi, Chiba).
3.

Agreements (excluding the employment agreement)
Company M executed, or succeeded in the past to, the contracts listed below and any and all rights andobligations arising under these agreements:
・ Security agreement for the headquarters of Company M (address: 9-1 Shinmatsudo-Higashi,
Matsudo-shi, Chiba) and any other agreements incidental thereto;・Security agreement for the office of Company M (address: 1-483 Shinmatsudo, Matsudo-shi, Chiba)
and any other agreements incidental thereto;・Lease agreement for the office of Company M (address: 1-483 Shinmatsudo, Matsudo-shi, Chiba) andany other agreements incidental thereto;・All lease agreements for parking lots leased by Company M located in Shinmatsudo, Matsudo-shi,
Chiba, Shinmatsudo-Higashi, Matsudo-shi, Chiba and Koya, Matsudo-shi, Chiba and any otheragreements incidental thereto;・Any agreements incidental to, or related to, the lease assets, lease obligations and long-term leaseobligations for video and audio facilities and projectors existing within the headquarters of Company
M (address: 9-1 Shinmatsudo-Higashi, Matsudo-shi, Chiba); and・Any other agreements incidental to, or related to, the assets and obligations to which the Incorporated
Company will succeed from Company M pursuant to 1 and 2 above.
END- 45 -

Exhibit 2
Articles of Incorporation of the Matsumotokiyoshi Group Co., Ltd.
Chapter 1 General
Article 1 (Trade Name)
The Company shall be named Matsumotokiyoshi Group Co., Ltd. In English, it shall be written as
Matsumotokiyoshi Group Co., Ltd.
Article 2 (Purposes)
The purposes of the Company shall be as follows:
1.

Controlling and managing the business activities of companies engaged in the following (1) - (59)and companies engaged in any business equivalent thereto by holding shares in such companies.

2.

To provide any and all services incidental to the foregoing.

(1)

Opening of pharmacies, and marketing, exporting and importing pharmaceuticals and quasi-drugs;(2)Sale, import and export of poisons, deleterious substances, fertilizers, industrial chemicals,
agricultural chemicals, agricultural materials, dogs, cats, small birds, insects, flowers, trees,gardening supplies, etc.;(3)

Sale, import and export of cosmetics, medical instruments, sanitary materials, rubber products,
vinyl products, measuring instruments, etc.;(4)Sale, import and export of daily sundries, household utensils, dry goods, clothing, shoes, footwear,
formal bags, casual bags, rain gear, bedding, etc.;(5)

Sales of dairy products, beverages, rice, salt, alcoholic beverages, tobacco, smoking supplies,
stamps, revenue stamps, telephone cards, lottery tickets, bus tickets, etc.;(6)

Sale, import and export of food products and perishable goods, as well as manufacturing andprocessing businesses related to such products;(7)

Publication and sale of books or magazines;(8)

Sales of petroleum products, automobiles, or other vehicles, as well as manufacturing andprocessing businesses related to such products;(9)

Sales, import and export of construction materials, paints, lumber, hardware, tools, and housing
equipment, as well as design management, contracting and execution of construction work;(10)

Sale, import and export of household electric appliances, petroleum appliances, gas appliances,fire extinguishers, as well as furniture and interior decorations;(11)

Sales of jewelry, precious metals, eyeglasses, watches, cameras and camera supplies, arts andcrafts, development and printing of photographs, processing of various keys;(12)

Sale of sporting goods, fishing goods, musical instruments, taped records, phonograph discrecords, CDs, DVDs, papers, stationery, office equipment, toys, and other amusement goods;(13)

Sale of character products (products with illustrations of a person, animal or the like having a- 46 -

unique name or characteristic);(14)

Planning, preparing, and implementing exhibitions, fairs, and shows;(15)

Sale of electronic devices such as computers and computer peripherals, and manufacture and saleof computer software;(16)

Brokerage for automobile transportation, cleaning services, and parcel delivery, and travel agency
services;(17)

Management of cafeterias and coffee shops;(18)

Purchase and sale, lease, brokerage, ownership, use and management of real estate and parking
lots;

(19)

Manufacture and sale of nursing products and equipment;(20)

Manufacture, sale and lease of welfare products and equipment;(21)

Designated In-Home Long-Term Care Support Business under the Long-Term Care Insurance Act;

(22)

The following in-home services under the Long-Term Care Insurance Act:
① Home-visit nursing care;② Home-visit bathing care;③ Home-visit nursing;④ Home-visit rehabilitation;⑤ Guidance for management of in-home medical long-term care;⑥ Facility-visit nursing care;⑦ Facility-visit rehabilitation;⑧ Short-term admission for daily life long-term care;⑨ Short-term admission for recuperation;⑩ Care for dementia patients in communal living; and⑪ Care for patients admitted to a specified facility.

(23)

Home renovation business for in-home care;(24)

Mail order sales business via the Internet, catalogs, etc.;(25)

General leasing and rental business;(26)

Advertising and publicizing(27)

Consultancy services for planning, research, development and construction of distribution systems,
and management and operation of distribution centers;(28)

Representation and planning of newspaper insertions;(29)

Design and planning of advertisements;(30)

Non-life insurance agency business, insurance agency business under the Automobile Liability
Security Act, and business relating to solicitation of life insurance;(31)

Financial services;(32)

Cleaning services for buildings and general houses;(33)

Interior finishing business;(34)

Building and construction business;(35)

Tile, brick and block construction business;- 47 -

(36)Painting business;(37)

Plastering business;(38)

Glazing business;(39)

Carpentry business;(40)

Fitting business;(41)

Steel structure construction business;(42)

Sheet metal construction business;(43)

Waterproofing business;(44)

Planning and research on effective use of land and buildings;(45)

Consultancy services for store development;(46)

Planning and designing of stores and offices, etc.;(47)

Management and operation, cleaning and maintenance of stores and offices, etc.;(48)

Sale and exchange of used materials(49)

Provision of research, training and information on the distribution industry;(50)

Management diagnosis and comprehensive guidance to various enterprises and individual
business owners;(51)

Worker dispatching services;(52)

Sales operations through franchise chain systems (franchised chain stores);(53)

Management of hospitals and medical offices (clinics);(54)

Consignment of tabulation management of prescriptions;(55)

Operation of beauty salons, barbers, aesthetic salons, and nail salons;(56)

Management of fitness clubs and sports clubs;(57)

Operation of entertainment facilities such as karaoke, game arcades, sports facilities and manga
cafes;(58)

Agency service for termite extermination; and(59)

Any and all businesses incidental to the foregoing.

Article 3 (Location of Head Office)The head office of the Company is located in Matsudo City, Chiba Prefecture.
Article 4 (Establishment of Organs)
The Company shall have the following entities in addition to the general meeting of shareholders anddirectors:(a) Board of Directors;(b) Corporate Auditors; and(c) Accounting Auditors.
Article 5 (Method of Public Notices)
Public notices of the Company shall be made electronically. Provided, however, that if electronic public- 48 -

notice is not possible due to an accident or any other unavoidable reason, the notice shall be published in
the Nihon Keizai Shimbun.
Chapter 2 Shares
Article 6 (Total Number of Authorized Shares)
The Company shall be authorized to issue a total of 10,000 shares.
Article 7 (Limitation on Transfer of Shares)
Any acquisition of Company shares by transfer must be approved by the Board of Directors.
Article 8 (Resolution of the Right to Receive the Allotment of Shares)
If the Company grants entitlement to the allotment of shares or share warrants to shareholders in thesolicitation of subscribers for shares (including shares resulting from the disposal of treasury shares) andshare warrants issued by the Company, then the subscription requirements, the fact that the Company
grants entitlement to the allotment of such shares or share warrants to shareholders and the date ofapplication therefor shall be determined by resolution of the Board of Directors.
Article 9 (Share Handling Regulations)Handling of shares of the Company and fees therefor shall be in accordance with the Share Handling
Regulations to be established by the Board of Directors, in addition to those stipulated by laws andregulations or these Articles of Incorporation.
Chapter 3 General Meeting of Shareholders
Article 10 (Conovocation of Shareholders' Meetings)
An ordinary general meeting of shareholders of the Company shall be convened within three (3) months
after the end of each business year, and an extraordinary general meeting of shareholders shall be
convened when necessary.
Article 11 (Record Date for Shareholders' Meetings)
The record date for the ordinary general meeting of shareholders of the Company shall be March 31 ofeach year.
Article 12 (Convener and Chairperson)
1.

The President and Director shall convene and chair a general meeting of shareholders unlessotherwise provided by the relevant laws or regulations.

2.

If the President and Director is unable to so act, one of the other Directors shall act on his/her behalf
in the order previously determined by the Board of Directors.

- 49 -

Article 13 (Method of Resolution)
Unless otherwise provided for by the relevant laws and regulations or these Articles of Incorporation,
resolutions of a general meeting of shareholders shall be adopted by a majority of the votes of theshareholders present and entitled to exercise their voting rights.
Article 14 (Proxy Voting)1.

A shareholder may exercise his/her voting right by a proxy who shall be another shareholder having
a voting right of the Company.

2.

If provided in the preceding Paragraph, a document evidencing the authority of the proxy shall be
submitted to the Company at each general meeting of shareholders.
Chapter 4 Directors and Board of Directors

Article 15 (Number of Directors)
The Company shall have no more than ten (10) Directors.
Article 16 (Election of Directors)
1.

Directors shall be elected at a general meeting of shareholders.

2.

A resolution for the election of Directors shall be adopted by a majority of the votes represented at
the general meeting of shareholders at which shareholders holding 1/3 or more of the voting rights
of all shareholders who are entitled to exercise their voting rights are present.

3.

Cumulative voting shall not be used for the election of directors.

Article 17 (Term of Office of Directors)
The term of office of a Director shall expire at the conclusion of the ordinary general meeting ofshareholders relating to the last business year ended within one (1) year following the Director’s election.
Article 18 (Appointment of Representative Directors and Directors with Executive Titles)
1.

The Board of Directors shall elect a Representative Director by resolution.

2.

The Board of Directors shall, by resolution, appoint one (1) President and Director, and may appoint
one (1) Chairman of the Board and a few of the Vice Presidents and Directors; and Senior Managing
Directors.

Article 19 (Convener and Chairperson of Board of Directors Meetings)
1.

A meeting of the Board of Directors shall be convened by the President and Director and he/sheshall act as the chairperson, unless otherwise provided in the relevant laws and regulations.

2.

If the President and Director is unable to so act, one of the other Directors shall act on his/herbehalf in the order previously determined by the Board of Directors.

- 50 -

Article 20 (Convocation of Board of Directors Meetings)
1.

Notice of convocation of a meeting of the Board of Directors shall be given to each Director andeach Corporate Auditor at least three (3) days prior to the date of the meeting. Provided, however,that this period may be shortened in case of emergency.

2.

A Board of Directors meeting may be held without the convocation procedures if all directors andcompany auditors consent.

Article 21 (Omission of Resolution of Board of Directors Meetings)
When the requirements of Article 370 of the Companies Act are satisfied, a resolution of the board of
directors shall be deemed to have been adopted.
Article 22 (Board of Directors Regulations)
Matters concerning the Board of Directors shall be governed by the Board of Directors Regulations
established by the Board of Directors in addition to the laws and regulations and these Articles ofIncorporation.
Article 23 (Compensation for Directors)
Compensation and bonuses for Directors and other financial benefits received from the Company asconsideration for the execution of duties (hereinafter referred to as "Compensation") shall be determinedby resolution of a general meeting of shareholders.
Article 24 (Exemptions from Liability of Directors)
1.

Pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, the Company may, by
a resolution of the Board of Directors, exempt its Directors (including those who were Directors)
from liability for damages caused by the Director’s negligence in the performance of his/her duties
to the extent permitted by laws and regulations.

2.

Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may
enter into an agreement with Outside Directors to limit their liability for damages arising fromfailure to perform their duties. However, the maximum amount of liability under such agreement
shall be higher of either a predetermined amount of Ten (10) million yen or more or an amountprescribed by laws and regulations.
Chapter 5 Corporate Auditors

Article 25 (Number of Corporate Auditors)
The Company shall have no more than five (5) Corporate Auditors.

- 51 -

Article 26 (Election of Corporate Auditors)
1.

Corporate Auditors shall be elected by resolution of a general meeting of shareholders.

2.

A resolution for the election of Corporate Auditors shall be adopted by a majority of the votes
represented at the general meeting of shareholders at which shareholders holding 1/3 or more of thevoting rights of all shareholders who are entitled to exercise their voting rights are present.

Article 27 (Term of Office of Corporate Auditors)
1.

The term of office of a Corporate Auditor shall expire at the conclusion of the ordinary general
meeting of shareholders relating to the last business year endedwithin four (4) years following the
Corporate Auditor’s election.

2.

The term of office of a Corporate Auditor elected to fill a vacancy created by a Corporate Auditor
who retired before the expiration of his/her term of office shall expire upon the expiration of theterm of office of the retired Corporate Auditor.

Article 28 (Compensations for Corporate Auditors)
Compensation for Corporate Auditors shall be determined by resolution of a general meeting ofshareholders.
Article 29 (Exemptions from Liability of Corporate Auditors)
1.

Pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, the Company may, by
a resolution of the Board of Directors, exempt its Corporate Auditors (including those who were
Corporate Auditors) from liability for damages caused by the Corporate Auditor’s negligence in theperformance of his/her duties to the extent permitted by laws and regulations.

2.

Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may
enter into an agreement with Outside Corporate Auditors to limit their liability for damages arisingfrom failure to perform their duties. However, the maximum amount of liability under suchagreement shall be higher of either a predetermined amount of five (5) million yen or more or an
amount prescribed by laws and regulations.
Chapter 6 Calculation

Article 30 (Business Year)The business year of the Company shall be one (1) year from April 1 of each year to March 31 of thefollowing year.
Article 31 (Record Date for Dividends from Surplus)
1.

The record date for the year-end dividend of the Company shall be March 31 of each year.

2.

In addition to the preceding paragraph, dividends of surplus may be paid by fixing a record date.

- 52 -

Article 32 (Interim dividend)
The Company may pay interim dividends to shareholders recorded as of September 30 of each year byresolution of the Board of Directors.
Article 33 (Statute of Limitation of Dividends)
If the dividend property is money and if the dividend has not been received after the lapse of three (3) fullyears from the day when payment started, the Company shall be exempt from such payment obligation.
Chapter 7 Supplementary Provisions
Article 34 (Number of Shares Issued at Incorporation)
The Company shall issue 500 shares at the time of incorporation.
Article 35 (First Business Year)The first business year of the Company shall commence on the date of incorporation of the Company andend on March 31, 2022.
END- 53 -

3. Matters concerning the appropriateness of the provisions on the matters listed in Article 763, Paragraph 1,
Item 6 of the Companies Act(1) Matters concerning the appropriateness of the number of shares of MKG to be delivered by MKG upon
the Incorporation-type Company Split
MKG, which will become the newly established company upon the incorporation of MKG, will issue 500
common shares and also allot and deliver all of such shares to the Company as consideration for the
Incorporation-type Company Split. Since the Incorporation-type Company Split is an incorporation-typecompany split conducted solely by the Company, any difference in the number of shares to be allotted will
not cause a difference in the substantial relationship of rights between the Company and MKG, and it isunderstood that the number of shares to be issued by MKG may be arbitrarily determined by the Company.
As a result of consideration of the appropriate and efficient management of MKG, which will become awholly-owned subsidiary of the Company, the amount of stated capital of MKG and other factors, theCompany has determined that the above-mentioned number of shares to be allotted is appropriate.
(2) Matters concerning the appropriateness of the amount of stated capital and reserves of MKG
The Company has decided to set the amount of stated capital and reserves of MKG as stated in Article 6of the Incorporation-type Company Split Plan in accordance with the Regulation on Corporate Accounting,from the viewpoint of realizing an agile and flexible capital policy, taking into consideration the assets, etc.
to be succeeded by MKG and future business activities and other circumstances. The Company believes
that the amount of stated capital and reserves are appropriate.
4. Disposal of important assets, burden of major obligations, or any other event that has material impact on thestatus of company’s assets occurring after the last day of the most recent business year of the Company(from April 1, 2020 to March 31, 2021)
Please refer to “5. Disposal of important assets, burden of major obligations, or any other event that has
material impact on the status of company’s assets occurring after the last day of the most recent businessyear of the Company (from April 1, 2020 to March 31, 2021)” of Proposal 5 “Approval of the Share
Exchange Agreement.”- 54 -

Proposal 7:

Approval of the Absorption-type Company Split Agreement

As announced in the Press Release on Absorption-type Company Split, etc., based on a resolution of theBoard of Directors meeting held on April 28, 2021, and subject to the Share Exchange (effective date: October
1, 2021), the Company has entered into an Absorption-type Company Split Agreement (Matsumotokiyoshi
Holdings) with the Synergy Generator concerning the Absorption-type Company Split (Matsumotokiyoshi
Holdings) wherein the Company will be the split company and the Synergy Generator will be the succeedingcompany for the purpose of causing the Synergy Generator to succeed to the Company’s sales planning,
operational support and other functions.
This Proposal hereby proposes the approval of the Absorption-type Company Split Agreement(Matsumotokiyoshi Holdings).
The reason for implementing the Absorption-type Company Split (Matsumotokiyoshi Holdings), thecontent of the Absorption-type Company Split Agreement (Matsumotokiyoshi Holdings) and other mattersconcerning this Proposal are as follows:
1. Reason for implementing the Absorption-type Company Split (Matsumotokiyoshi Holdings)
The Absorption-type Company Split (Matsumotokiyoshi Holdings) will be implemented as part of a seriesof transactions under the Management Integration. For details, please refer to “1. Reason for implementing theShare Exchange” of Proposal 5 “Approval of the Share Exchange Agreement.”
2. Outline of content of the Absorption-type Company Split Agreement (Matsumotokiyoshi Holdings)
The content of the Absorption-type Company Split Agreement (Matsumotokiyoshi Holdings) is as follows:(The following is a copy of the Absorption-type Company Split Agreement)- 55 -

Absorption-type Company Split Agreement
Matsumotokiyoshi Holdings Co., Ltd. (the “Company M”) and MKCF Split Preparation Company (the“Synergy Generator”) entered into an absorption-type company split agreement (the “Agreement”) on April
28, 2021 (the “Execution Date of the Agreement”) as follows.
Article 1 (Absorption-type Company Split)
Pursuant to the provisions of this Agreement, Company M and the Synergy Generator shall have the
Synergy Generator succeed to the rights and obligations in relation to the sales planning and management
support functions, etc. of Company M specified in the Exhibit titled, “List of the Rights and Obligations
Subject to Succession” (the “Rights and Obligations Subject to Succession”), by an absorption-typecompany split in which the Synergy Generator is the succeeding company and Company M is the split
company (the “Absorption-type Company Split”).
Article 2 (Trade Name and Address of the Parties)
The trade name and address of Company M and the Synergy Generator are as follows:(1) Synergy Generator (succeeding company)
Trade name: MKCF Split Preparation Company (the name is scheduled to be changed to MCC
Management Co., Ltd. on October 1, 2021)
Address: MK Ochanomizu Building, 1-8-2, Yushima, Bunkyo-ku, Tokyo(2) Company M (split company)
Trade name: Matsumotokiyoshi Holdings Co., Ltd. (the name is scheduled to be changed to
MatsukiyoCocokara & Co. on October 1, 2021)
Address: 9-1, Shinmatsudo-Higashi, Matsudo-shi, Chiba
Article 3 (Matters regarding the Rights and Obligations Subject to Succession)
1.

The Synergy Generator shall succeed to the Rights and Obligations Subject to Succession from
Company M on the Effective Date as a result of the Absorption-type Company Split.

2.

All succession of liabilities pursuant to the previous paragraph shall be undertaken based on theconcomitant succession method.

3.

If the Synergy Generator performs the liabilities or incurs other costs of Company M other than those towhich the Synergy Generator succeeded from Company M pursuant to Paragraph 1 after theAbsorption-type Company Split becomes effective, the Synergy Generator may claim compensation from
Company M for the full amount of such liabilities or costs.

Article 4 (Matters regarding Shares and other Monies to be Delivered upon Absorption-type Company Split)
The Synergy Generator shall pay no consideration for the Rights and Obligations Subject to Succession towhich it succeeds in accordance with Article 3, Paragraph 1 upon the Absorption-type Company Split.

- 56 -

Article 5 (Amount of Stated Capital of the Synergy Generator)
The amounts of the stated capital, capital reserves and retained earnings reserves of the Synergy Generator
will not increase as a result of the Absorption-type Company Split.
Article 6 (Effective Date)1.

The date on which the Absorption-type Company Split becomes effective (the “Effective Date”) shall be
October 1, 2021. Provided, however, that Company M and the Synergy Generator may change theEffective Date through mutual discussions and an agreement if a change becomes necessary due to theneeds arising from the procedures of the Absorption-type Company Split or other reasons.

2.

The effectiveness of the Absorption-type Company Split shall be subject to the condition precedent thatthe share exchange based on the Share Exchange Agreement between cocokara fine Inc. (the “CompanyC”) and Company M dated February 26, 2021, in which Company M is the wholly-owning parent
company and Company C is the wholly-owned subsidiary, becomes effective.

Article 7 (Shareholders Meeting)1.

Company M shall seek approval of this Agreement at the annual general meeting of shareholders
scheduled on June 29, 2021 (the “Company M’s AGM”).

2.

Pursuant to the provisions of Article 796, Paragraph 1 of the Companies Act, the Synergy Generator shallcarry out the Absorption-type Company Split without obtaining the approval of the annual general
meeting of shareholders for the Agreement as set forth in Article 795, Paragraph 1 of the Act.

3.

Company M and the Synergy Generator may, through mutual discussions and an agreement, change thedate of the Company M’s AGM or hold an extraordinary meeting of shareholders for the approval of theAgreement, if doing so becomes necessary due to the needs arising from the procedures of theAbsorption-type Company Split or other reasons.

Article 8 (Change of the Conditions and Cancellation of the Absorption-type Company Split)
Upon the occurrence of, or the discovery of, events that impede the Absorption-type Company Split, or if
achievement of the purpose of this Agreement becomes difficult for any other reason during the period fromthe Execution Date of the Agreement to the Effective Date, Company M and the Synergy Generator may,through mutual discussions and an agreement, change the conditions of the Absorption-type Company Splitand other contents of this Agreement or cancel the Absorption-type Company Split.
Article 9 (Waiver of Duty not to Compete)Company M shall not have a non-compete duty regarding the Absorption-type Company Split.
Article 10 (Effectiveness of the Agreement)
The Agreement ceases to be effective if: (i) the Agreement is not approved at the Company M’s AGM; (ii)approvals from the relevant government ministries and agencies necessary for the Absorption-type Company- 57 -

Split as stipulated in the relevant laws and regulations are not obtained; or (iii) the Absorption-type Company
Split is canceled in accordance with Article 8.
Article 11 (Consultation)
Any matters not addressed in this Agreement, or any doubt or uncertainty with respect to the content of thisAgreement, shall be resolved through good faith consultation between Company M and the Synergy
Generator.

- 58 -

IN WITNESS WHEREOF, Company M and the Synergy Generator have caused this Agreement to be
executed in duplicate by affixing their names and seals, and each party shall retain one copy thereof.
April 28, 2021
Company M:
Kiyoo Matsumoto, President & Representative Director
Matsumotokiyoshi Holdings Co., Ltd.
9-1, Shinmatsudo-Higashi, Matsudo-shi, Chiba

Synergy Generator:
Kiyoo Matsumoto, President & Representative Director
MKCF Split Preparation Company
MK Ochanomizu Building, 1-8-2, Yushima, Bunkyo-ku, Tokyo- 59 -

Exhibit to the Absorption-type Company Split Agreement
List of the Rights and Obligations Subject to Succession
The assets, liabilities, contracts and other rights and obligations to which the Synergy Generator will
succeed from Company M as a result of the Absorption-type Company Split on the Effective Date are as
follows. The assets and liabilities to which the Synergy Generator will succeed from Company M shall bebased on the balance sheet and other financial statements of Company M as of December 31, 2020 and shallbe finalized with an adjustment to reflect the fluctuation thereof until the day before the Effective Date.

1.

Assets
The following assets of Company M:(1) Current assetsi

Any and all prepaid expenses related to the business operations, including sales planning,
management support, and planning and development, purchase and sales of products for groupcompanies such as drugstoresii

Any and all money deposited with the security company delegated with delivery service ofchange and coins for the shops of the subsidiaries of Company M

iii Any and all accounts receivable, goods, stored items, accrued revenue and reserves for bad
debts(2) Tangible fixed assets
i
No.
1

No.
1

The following land:

Address
Plot No.
1-chome, Higashi-ikebukuro, 22-11
Toshima-ku
ii The following building:
Address
1-22-11,
Higashi-ikebukuro,
Toshima-ku

Building
number
22-11-3Classification
Residential
area

Area
254.41 m2

Type

Structure

Floor area

Shop
OfficeFlat-roofed
eight-story
building with one
underground level
of
steel
/
steel-reinforced
concrete/reinforced concrete
structure

1st floor 221.06 m2
2nd floor 210.59 m2
3rd floor 238.20 m2
4th floor 238.20 m2
5th floor 238.20 m2
6th floor 238.20 m2
7th floor 215.40 m2
8th floor 185.27 m2
1st basement floor
209.79 m2- 60 -

iii Any and all equipment attached to buildings, excluding the following items:
・ Equipment attached to building of the head office of Company M (located in 9-1,
Shinmatsudo-Higashi, Matsudo-shi, Chiba)
・Equipment attached to building of the office of Company M (located in 1-483, Shinmatsudo,
Matsudo-shi, Chiba)
・Equipment attached to building of the office of Company M (located in 1-8-2, Yushima,
Bunkyo-ku, Tokyo)
iv Any and all structures, excluding the following items:
・Structure that exists on the land on which the head office of Company M (located in 9-1,
Shinmatsudo-Higashi, Matsudo-shi, Chiba) is located・Structure that exists on the land on which the office of Company M (located in 1-483,
Shinmatsudo, Matsudo-shi, Chiba) is locatedv

Any and all tools, utensils and fixtures, excluding the following items:
・ Tools, utensils and fixtures in the head office of Company M (located in 9-1,
Shinmatsudo-Higashi, Matsudo-shi, Chiba)
・Tools, utensils and fixtures in the office of Company M (located in 1-483, Shinmatsudo,
Matsudo-shi, Chiba)
・Tools, utensils and fixtures in the office of Company M (located in 1-8-2, Yushima, Bunkyo-ku,
Tokyo)

vi Any and all lease assets, excluding the following item:
・Audio and visual facilities and projection equipment in the head office of Company M (locatedin 9-1, Shinmatsudo-Higashi, Matsudo-shi, Chiba)(3) Intangible fixed assets (Synergy Generator shall not succeed to any trademark rights, patent rights,
design rights or any other intellectual property rights that are not listed below from Company M)i

Any and all software, excluding the following item:
・Shareholders meeting support systemii

Any other software in progress(4) Investments and other assetsi

Any and all long-term prepaid expenses related to the business operations, including sales
planning, management support, and planning and development, purchase and sales of products
for group companies such as drugstoresii

Any and all lease and guarantee deposits, excluding the following items:
・Security deposits (shikikin and hoshokin) based on all of the lease agreements regarding theparking lots rented by Company M that are located in Shinmatsudo, Shinmatsudo-Higashi andKoya, in Matsudo-shi, Chiba
・Security deposits (shikikin and hoshokin) based on the lease agreement regarding the office ofCompany M (located in 1-483, Shinmatsudo, Matsudo-shi, Chiba)- 61 -

iii Any and all capital contributions, reserves for bad debts and others

2.

Liabilities
The following liabilities of Company M:(1) Current liabilities
iAny and all lease obligations, excluding the following item:
・Lease obligations related to the audio and visual facilities and projection equipment in the head
office of Company M (located in 9-1, Shinmatsudo-Higashi, Matsudo-shi, Chiba)ii

Any and all unpaid amounts related to the business operations, including sales planning,
management support, and planning and development, purchase and sales of products for groupcompanies such as drugstoresiii Any and all deposits received, excluding the following item:
・Deposits received such as withholding income tax related to dividend, Compensation and salaryof employees
iv Any and all other current liabilities, excluding the following item:
・Unpaid business office taxv

Any and all accounts payable and reserves for point card certificates(2) Fixed liabilities
iAny and all long-term lease obligations, excluding the following item:
・Long-term lease obligations related to the audio and visual facilities and projection equipment in
the head office of Company M (located in 9-1, Shinmatsudo-Higashi, Matsudo-shi, Chiba)ii

Any and all security deposits (shikikin and hoshokin) received for guaranteesiii

Any and all asset retirement obligations, excluding the following item”

・Asset retirement obligations related to the office of Company M (located in 1-483, Shinmatsudo,
Matsudo-shi, Chiba)
3.

Agreements (excluding the employment agreement)
Company M executed, or succeeded in the past to, the contracts listed below and any and all rights andobligations arising under these agreements:i

Any contracts with clients related to the accounts receivable described in 1(1)iii and any othercontracts incidental theretoii

Any contracts incidental to, or related to, the lease assets described in 1(2)vi, the lease obligations
described in 2(1)i and the long-term lease obligations described in 2(2)iiii

Any contracts relating to the software described in 1(3)iiv

Any contracts with suppliers relating to the accounts payable described in 2(1)vv

Any and all lease agreements, excluding the following items:- 62 -

・All of the lease agreements regarding the parking lots rented by Company M that are located in
Shinmatsudo, Shinmatsudo-Higashi and Koya, in Matsudo-shi, Chiba and any other contracts
incidental thereto
・Lease agreement regarding the office of Company M (located in 1-483, Shinmatsudo, Matsudo-shi,
Chiba) and any other contracts incidental thereto
・Lease agreement regarding the office of Company M (located in 1-8-2, Yushima, Bunkyo-ku, Tokyo)
and any other contracts incidental theretovi

Any other contracts related to the business operations, including sales planning, management
support, and planning and development, purchase and sales of products for group companies such as
drugstoresvii Any other contracts incidental to, or related to, the assets and liabilities to which the Synergy
Generator succeeds from Company M pursuant to 1 and 2
4.

Permits and Licenses
Licenses, permissions, approvals, registrations and notifications relating to the business operations,
including sales planning, management support, and planning and development, purchase and sales of
products for group companies owned by Company M such as drugstores that may be subject tosuccession under the relevant laws and regulations.
END- 63 -

3. Matters concerning the appropriateness of the provisions on the matters listed in Article 758, Item 4 of theCompanies Act
The Synergy Generator does not deliver shares or other monies upon the Absorption-type Company Split(Matsumotokiyoshi Holdings) as the Absorption-type Company Split (Matsumotokiyoshi Holdings) is
conducted between a wholly-owning parent company and a wholly-owned subsidiary.
4. Matters concerning Synergy Generator(1) Balance Sheet as of the incorporation of Synergy Generator (February 18, 2021)（Unit：JPY million）
Item(Assets)
Cash and deposits

Amount10
10

Total assets

Item(Net Assets)
Capital
Total liabilities andnet assets

Amount1010(2) Disposal of important assets, burden of major obligations, or any other event that has material impact
on the status of company’s assets occurring after the incorporation of Synergy Generator(i)

As of April 28, 2021, the Synergy Generator entered into an absorption-type company split
agreement with cocokara fine for an Absorption-type Company Split (cocokara fine - Synergy
Generator).

(ii) As of April 28, 2021, the Synergy Generator entered into an absorption-type company split
agreement with the cocokarafine Healthcare for an Absorption-type Company Split(cocokarafine Healthcare –Synergy Generator) .
5. Disposal of important assets, burden of major obligations, or any other event that has material impact on thestatus of company’s assets occurring after the last day of the most recent business year of the Company(from April 1, 2020 to March 31, 2021)
Please refer to “5. Disposal of important assets, burden of major obligations, or any other event that has
material impact on the status of company’s assets occurring after the last day of the most recent businessyear of the Company (from April 1, 2020 to March 31, 2021)” of Proposal 5 “Approval of the Share
Exchange Agreement.”- 64 -

Proposal 8

Election of five (5) Directors in association with the Management Integration

This Proposal hereby proposes the election of five (5) new Directors in association with the Management
Integration with cocokara fine.
The candidates for Directors are as follows. The election of each candidate shall become effective on theeffective date of the Share Exchange (scheduled October 1, 2021) on the condition that Proposal 5 “Approvalof the Share Exchange Agreement” is approved as originally proposed, and that the Share Exchange becomes
effective.
In addition, there are currently ten (10) Directors (four (4) of which are Outside Directors), but the number
of Directors as of the effective date of the election of each candidate is scheduled to be fifteen (15) (six (6) ofwhich are Outside Directors).

CandidateNo.

Current position and responsibility
in the Company

Name

Attendance at Board of
Directors meetings during
this business year
(attendance rate)

1

New

Atsushi Tsukamoto

―

―

2

New

Tsuyoshi Yamamoto

―

―

3

New

Ryoichi Watanabe

―

―

4

New

Makoto Tanima

―

―

5

New

Junko Kawai――

Outside Director
Independent
Outside Director
Independent- 65 -

No.

1

Name

Date of Birth

Atsushi Tsukamoto November 4, 1962

New

■ Past experience, positions and responsibilities

PictureAttendance at Board of
Directors meetings―
Number of shares of theCompany held
(Number in parentheses is thenumber of shares of cocokara
fine Inc. held)― shares(35,121 shares)

April 1985
Joined Seijo Co., Ltd. (currently cocokarafine Healthcare Inc.)
December 1996 Member of the Board and General Manager of Branch Department,
Seijo Co., Ltd.
July 1999
Member of the Board and General Manager of Sales Department,
Seijo Co., Ltd.
December 2001 Executive Member of the Board and General Manager of Sales
Division, Seijo Co., Ltd.
December 2002 President, Seijo Co., Ltd.
April 2008
President, cocokara fine Inc. (present post)
April 2013
Member of the Board, cocokarafine Healthcare Inc.
April 2016
President, cocokarafine Healthcare Inc. (present post)
April 2020
Member of the Board, CFIZ Co., Ltd. (present post)
November 2020 Member of the Board, Futatsuka Holdings Co., Ltd. (present post)■ Significant concurrent positions

President, cocokara fine Inc.
President, cocokarafine Healthcare Inc.
Member of the Board, CFIZ Co., Ltd.
Member of the Board, Futatsuka Holdings Co., Ltd.

■ Reason for selection as a candidate for Director

As the President of cocokara fine Inc., Mr. Atsushi Tsukamoto has been leading the group with his great vision andstrong leadership for many years and promoting extensive improvement in its services and convenience for customers as
a collective effort of the group as well as its transformation into a highly profitable company.
The Company proposes his appointment as a Director with the expectation that his management experience and deep
insight acquired through his career will greatly contribute to the furtherance of the Management Integration, and that his
knowledge in DX, marketing and ESG, in addition to his management experience, industry experience and expertise,
will be an advantage in creating corporate value in the new integrated company.
■ Special interest between the candidate and the Company

There are no special interests between Mr. Atsushi Tsukamoto and the Company.
The Company has executed a directors and officers liability insurance agreement with an insurance company as set
forth in Article 430-3, Paragraph 1 of the Companies Act. The liability insurance is intended to cover compensation
for any damages and court fees to be borne by an insured person in an action for damages. When a candidate iselected as a Director of the Company, such candidate will be included in the insured persons under this insurance
agreement.

- 66 -

No.

2
PictureName

Date of Birth

Tsuyoshi
Yamamoto

April 25, 1966

New

■ Past experience, positions and responsibilities

April 1990
May 1998

Attendance at Board of
Directors meetings―
Number of shares of theCompany held
(Number in parentheses is thenumber of shares of cocokara
fine Inc. held)― shares(2,231 shares)

Joined The Fuji Bank, Limited (currently Mizuho Bank, Ltd.)
Deputy General Manager, Osaka Corporate Banking Department No.
1, The Fuji Bank, Limited
May 2001
Deputy General Manager, Advisory Department No. 3, Mizuho
Securities Co., Ltd.
July 2011
Deputy General Manager, ALC Solutions Department, Mizuho Bank,
Ltd.
April 2014
General Manager, Sales Division, Mizuho
Corporate Advisory Co., Ltd. (currently Mizuho Bank, Ltd.)
November 2015 Managing Director, Mizuho Corporate Advisory Co., Ltd. (currently
Mizuho Bank, Ltd.)May 2016
Senior Advisor, cocokara fine Inc.
June 2016
Executive Corporate Officer, in charge of Corporate Strategy and
Finance, Corporate Strategy Division, cocokara fine Inc.
April 2017
Executive Corporate Officer, in charge of Business Development andGeneral Manager, Finance Department, Corporate Strategy Division,cocokara fine Inc.
June 2017
Member of the Board, Executive Corporate Officer, in charge ofBusiness Development and General Manager, Finance Department,
Corporate Strategy Division, cocokara fine Inc.
April 2019
Member of the Board, Executive Vice President, Director of
Administration Headquarters and General Manager of Corporate
Strategy Office, cocokara fine Inc.
Member of the Board, cocokarafine Healthcare Inc. (present post)
Member of the Board, FINECARE Inc.
Member of the Board, IWASAKI KOHKENDO Co., Ltd. (present
post)
Member of the Board, cocokarafine Associe Co., Ltd. (present post)
Member of the Board, cocokarafine soleil Co., Ltd. (present post)
June 2019
Member of the Board, Executive Vice President, Director of
Administration Headquarters, in charge of Corporate Strategy Office,cocokara fine Inc. (present post)
November 2019 Member of the Board, Aianju Co., Ltd. (present post)
November 2020 Member of the Board, Futatsuka Holdings Co., Ltd. (present post)■ Significant concurrent positions

Member of the Board, cocokara fine Inc.
Member of the Board, cocokarafine Healthcare Inc.
Member of the Board, IWASAKI KOHKENDO Co., Ltd.
Member of the Board, cocokarafine Associe Co., Ltd.
Member of the Board, cocokarafine soleil Co., Ltd.
Member of the Board, Aianju Co., Ltd.
Member of the Board, Futatsuka Holdings Co., Ltd.
■ Reason for selection as a candidate for Director

As the Director, Executive Vice President and Director of Administration Headquarters, in charge of Corporate
Strategy Office of cocokara fine Inc., Mr. Tsuyoshi Yamamoto is promoting management reform and capital efficiency
with the aim of achieving sustainable growth and improving corporate value over the medium to long term through its
M&A, reorganization within its group and strategic alliances with other companies.
The Company proposes his appointment as a Director with the expectation that his management experience and deep
insight acquired through his career will greatly contribute to the furtherance of the Management Integration and that his
knowledge in DX, HR, ESG, finance/accounting/M&A, risk management/legal, in addition to his management
experience, industry experience and expertise, will be an advantage in creating corporate value in the new integrated
company.

- 67 -

■ Special interest between the candidate and the Company

There are no special interests between Mr. Tsuyoshi Yamamoto and the Company.
The Company has executed a directors and officers liability insurance agreement with an insurance company as set
forth in Article 430-3, Paragraph 1 of the Companies Act. The liability insurance is intended to cover compensation
for any damages and court fees to be borne by an insured person in an action for damages. When a candidate iselected as a Director of the Company, such candidate will be included in the insured persons under this insurance
agreement.

- 68 -

No.

3

Name

Date of Birth

Ryoichi Watanabe September 28, 1975

New

■ Past experience, positions and responsibilities

PictureApril 2000

Attendance at Board of
Directors meetings―
Number of shares of theCompany held
(Number in parentheses is thenumber of shares of cocokara
fine Inc. held)― shares(2,880 shares)

Joined Segami Medics Co., Ltd. (currently cocokarafine Healthcare
Inc.)
April 2013
Kyushu Area Manager of Pharmacy Business Department,
cocokarafine Healthcare Inc.
October 2016
Leader, Corporate Strategy Division, cocokara fine Inc.
December 2017 Deputy General Manager, Pharmacy Business Department,
cocokarafine Healthcare Inc.
April 2018
General Manager, Pharmacy Business Department, cocokarafine
Healthcare Inc.
June 2018
Member of the Board, General Manager, Pharmacy Business
Department, cocokarafine Healthcare Inc.
November 2018 President, KS, Ltd. (currently cocokarafine Healthcare Inc.)
April 2019
Member of the Board, Director of Pharmacy Business Division,cocokarafine Healthcare Inc.
June 2020
Member of the Board, in charge of Sales, cocokara fine Inc. (present
post)
Member of the Board, Director of Drug Business Division andPharmacy Business Division, cocokarafine Healthcare Inc. (present
post)
November 2020 Member of the Board, Futatsuka Holdings Co., Ltd. (present post)■ Significant concurrent positions

Member of the Board, cocokara fine Inc.
Member of the Board, cocokarafine Healthcare Inc.
Member of the Board, Futatsuka Holdings Co., Ltd.
■ Reason for selection as a candidate for Director

As the Director in charge of Sales of cocokara fine Inc. with his pharmacist license, Mr. Ryoichi Watanabe is
promoting management reform and capital efficiency with the aim of achieving sustainable growth and improving
corporate value over the medium to long term by expanding the scale and improving the quality of the healthcare
business, including the pharmacy business, which is at the core of the group.
The Company proposes his appointment as a Director with the expectation that his management experience and deep
insight acquired through his career will greatly contribute to the furtherance of the Management Integration and that his
knowledge in DX, marketing, ESG, risk management/legal, in addition to his management experience, industry
experience and expertise, will be an advantage in creating corporate value in the new integrated company.
■ Special interest between the candidate and the Company

There are no special interests between Mr. Ryoichi Watanabe and the Company.
The Company has executed a directors and officers liability insurance agreement with an insurance company as set
forth in Article 430-3, Paragraph 1 of the Companies Act. The liability insurance is intended to cover compensation
for any damages and court fees to be borne by an insured person in an action for damages. When a candidate iselected as a Director of the Company, such candidate will be included in the insured persons under this insurance
agreement.

- 69 -

No.

4
PictureName

Date of Birth

Makoto Tanima

OutsideDirector

Independent

October 6, 1971

New

■ Past experience, positions and responsibilities

Attendance at Board of
Directors meetings―
Number of shares of theCompany held
(Number in parentheses is thenumber of shares of cocokara
fine Inc. held)― shares(― shares)

July 1996
December 1996
October 2004
April 2007
March 2013
May 2014
December 2015

Registered as Certified Public Accountant
Registered as Certified Tax Accountant
Outside Member of the Board, BALNIBARBI Co., Ltd. (present post)
President, KANMONKAI Co., Ltd.
President, CENTRIS CORPORATE ADVISORY (present post)
Outside Member of the Board, Accrete Inc.
Outside Member of the Board, CAREER CO., LTD. (present post)
Outside Audit & Supervisory Board Member, Japanese Organization
for Medical Device Development, Inc. (present post)
July 2016
Outside Audit & Supervisory Board Member, MEDICAL FITNESSLAB (currently CAPS Inc.)
July 2017
Outside Member of the Board, Member of the Audit and Supervisory
Committee, ZAPPALLAS, INC. (present post)
June 2018
Outside Member of the Board, cocokara fine Inc. (present post)
August 2018
Outside Member of the Board, MEDICAL FITNESS LAB (currently
CAPS Inc.) (present post)
December 2019 Outside Member of the Board, Mirairo Inc. (present post)■ Significant concurrent positions

Outside Member of the Board, cocokara fine Inc.
President, CENTRIS CORPORATE ADVISORY
Outside Member of the Board, BALNIBARBI Co., Ltd.
Outside Member of the Board, CAREER CO., LTD.
Outside Member of the Board, Member of the Audit and Supervisory Committee,
ZAPPALLAS, INC.
■ Reason for selection as a candidate for Outside Director

Mr. Makoto Tanima has been active in various industries as a manager of other businesses for more than 10 years andhas excellent expertise as a certified public accountant and certified tax accountant. The Company proposes his
appointment as an Outside Director with the expectation that he will appropriately manage and supervise businessexecution of the Company based on an objective viewpoint as a specialist in finance, accounting and corporate
management, using his knowledge in management, DX, marketing, global, ESG, finance/accounting, M&A, risk
management and legal, etc. acquired through his career.
■ Special interest between the candidate and the Company

There are no special interests between Mr. Makoto Tanima and the Company.
The Company has executed a directors and officers liability insurance agreement with an insurance company as set
forth in Article 430-3, Paragraph 1 of the Companies Act. The liability insurance is intended to cover compensation
for any damages and court fees to be borne by an insured person in an action for damages. When a candidate iselected as a Director of the Company, such candidate will be included in the insured persons under this insurance
agreement.

(Notes)1.

If Mr. Makoto Tanima is appointed as Outside Director, the Company will enter into an agreement with
him to limit his liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act,
pursuant to Article 427, Paragraph 1 of the Companies Act and the Company’s Articles of Incorporation.
The limitation of liability for damages under the agreement shall be the higher of ¥10 million or theminimum liability amount provided by law and regulation.

2.

If Mr. Makoto Tanima is appointed as Outside Director, he fulfills the criteria for independence set forth
by the Company (see page 76), and the Company will designate him as an Independent Officer as- 70 -

stipulated by regulations of the Tokyo Stock Exchange and will notify the Tokyo Stock Exchange of thisdesignation.

- 71 -

No.

5
PictureName

Date of BirthJunko Kawai

OutsideDirector

Independent

December 10, 1974

New

■ Past experience, positions and responsibilities

October 2004

Attendance at Board of
Directors meetings―
Number of shares of theCompany held
(Number in parentheses is thenumber of shares of cocokara
fine Inc. held)― shares(― shares)

Registered as an attorney (Japan Federation of Bar Associations, Osaka Bar
Association)
Joined Umegae-Chuo Legal Profession Corporation
March 2008
Partner, Umegae-Chuo Legal Profession Corporation (present post)
September 2010 Visiting Attorney, Masuda, Funai, Eifert & Mitchell Ltd. (Chicago)
July 2011
Registered as an attorney in the State of New York
January 2012
Visiting Attorney, Junhe Law Office (Beijing)
January 2015
Member of the Board serving as Audit & Supervisory Committee Member,
Kamakura Shinsho, Ltd. (present post)
March 2018
Outside Audit & Supervisory Board Member, Blue Line Partners Co. Ltd.
(present post)
June 2019
Outside Member of the Board, cocokara fine Inc. (present post)■ Significant concurrent positions

Outside Member of the Board, cocokara fine Inc.
Member of the Board, serving as Audit & Supervisory Committee Member, Kamakura
Shinsho, Ltd.

■ Reason for selection as a candidate for Outside Director

Ms. Junko Kawai has worked daily for “protecting fundamental human rights and achieving social justice” as alawyer and has been active in the area of corporate legal affairs in both Japan and abroad. The Company proposes her
appointment as an Outside Director with the expectation that she will appropriately manage and supervise businessexecution of the Company based on an objective viewpoint as a legal expert, using her knowledge in management, ESG
and risk management and legal etc. acquired through her career.
■ Special interest between the candidate and the Company

There are no special interests between Ms. Junko Kawai and the Company.
The Company has executed a directors and officers liability insurance agreement with an insurance company as set
forth in Article 430-3, Paragraph 1 of the Companies Act. The liability insurance is intended to cover compensation
for any damages and court fees to be borne by an insured person in an action for damages. When a candidate iselected as a Director of the Company, such candidate will be included in the insured persons under this insurance
agreement.

(Notes)1.

If Ms. Junko Kawai is appointed as Outside Director, the Company will enter into an agreement with him
to limit his liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act, pursuant
to Article 427, Paragraph 1 of the Companies Act and the Company’s Articles of Incorporation. The
limitation of liability for damages under the agreement shall be the higher of ¥10 million or the minimum
liability amount provided by law and regulation.

2.

If Ms. Junko Kawai is appointed as Outside Director, he fulfills the criteria for independence set forth by
the Company (see page 76), and the Company will designate him as an Independent Officer as stipulated
by regulations of the Tokyo Stock Exchange and will notify the Tokyo Stock Exchange of thisdesignation.

- 72 -

Proposal 9

Election of one (1) Corporate Auditor in association with the Management Integration

This Proposal hereby proposes the election of one (1) new Corporate Auditor in association with theManagement Integration with cocokara fine.
The candidate for Corporate Auditor is as follows, and this Proposal has been approved by the Board of
Corporate Auditors.
The election of the candidate shall become effective on the effective date of the Share Exchange (scheduled
October 1, 2021) on condition that Proposal 5 “Approval of the Share Exchange Agreement” is approved asoriginally proposed, and that the Share Exchange becomes effective.
In addition, there are currently three (3) Corporate Auditors (two (2) of which are Outside Corporate
Auditors), but the number of Corporate Auditors as of the effective date of the election of each candidate isscheduled to be four (4) (three (3) of which are Outside Corporate Auditors).

Name

Akira Torii
pictureNumber of shares of theCompany held
(Number in parentheses is thenumber of shares of cocokara
fine Inc. held)― shares(― shares)

Date of Birth

September 13, 1949

OutsideCorporate
AuditorIndependent
New■ Past experience, positions and responsibilities

November 1975 Joined Daiichi Audit Office ( Ernst & Young ShinNihon LLC)
New York Office, KPMG
July 1988
December 1994 Representative Partner, Century Audit Corporation (currently Ernst &Young ShinNihon LLC)
April 2000
Representative Partner, Ernst & Young ShinNihon (currently Ernst &Young ShinNihon LLC)
July 2003
Representative Partner, KPMG AZSA (currently KPMG AZSA LLC)
April 2008
Audit & Supervisory Board Member, KPMG AZSA
July 2012
Established Torii C.P.A. Office (present post)
June 2014
Outside Audit & Supervisory Board Member, cocokara fine Inc.
Member of the Board, serving as Audit & Supervisory Committee Member
June 2016(present post)
March 2018
Outside Member of the Board, A&T Corporation (present post)■ Significant concurrent positions
Member of the Board Serving as Audit & Supervisory Committee Member, cocokara fine Inc.
Representative, Torii C.P.A. OfficeOutside Member of the Board, A&T Corporation■ Reasons for nomination as a candidate for Outside Corporate Auditor

After serving as a representative partner for a major audit corporation, Mr. Akira Torii founded his own certified
public accountant office and has been active as its representative. Mr. Torii also serves as Outside Director of acompany in another industry and has abundant work experience and expertise as a certified public accountant. The
Company proposes his appointment as Outside Corporate Auditor with the expectation that he will further improve theCompany’s auditing functions by utilizing in its audit system his insights in ESG, finance, accounting and M&A thathave been nurtured through his career.
■ Special interest between the candidate and the Company

There are no special interests between Mr. Akira Torii and the Company.
The Company has executed a directors and officers liability insurance agreement with an insurance company as set
forth in Article 430-3, Paragraph 1 of the Companies Act. The liability insurance is intended to cover compensation forany damages and court fees to be borne by an insured person in an action for damages. When the above candidate iselected as Corporate Auditor of the Company, he will be included in the insured persons under this insurance agreement.

- 73 -

(Notes)
1. If Mr. Akira Torii is appointed as Outside Corporate Auditor, the Company will enter into an agreementwith him to limit his liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act,
pursuant to Article 427, Paragraph 1 of the Companies Act and the Company’s Articles of Incorporation.
The limitation of liability for damages under the agreement shall be the higher of ¥5 million or theminimum liability amount provided by law and regulation.
2. If Mr. Akira Torii is appointed as Outside Corporate Auditor, he fulfills the criteria for independence set
forth by the Company (see page 76), and the Company will designate him as an Independent Officer as
stipulated by regulations of the Tokyo Stock Exchange and will notify the Tokyo Stock Exchange of thisdesignation.
3. Reason for concluding that Mr. Akira Torii can appropriately perform his duties as a candidate for Outside
Corporate Auditor
As a certified public accountant, Mr. Akira Torii has long been engaged in auditing corporations.

The

Company has determined that, given his strong risk judgment skills based on expertise and experiencedeveloped in the field of auditing, Mr. Akira Torii can appropriately perform his duties as Outside
Corporate Auditors.
<For Reference>
Skills matrix of candidates for Directors and incumbent Corporate Auditors
The Board of Directors of the Company is responsible for creating corporate value and thereby improving
shareholder value.
The Board of Directors of the Company is composed of members having diverse perspectives, abundant
management experience and sophisticated skills. Therefore, candidates are selected based on their character,
experience and insights, irrespective of their business sector, nationality, gender or age (including
incumbent Corporate Auditors).

- 74 -

Reviewees

Candidates for
Directors

Namio
Matsumoto
Kiyoo
MatsumotoTakashiMatsumotoTakao Ohta
Shingo Obe
Akio Ishibashi
Isao Matsushita
Hiroo Omura
Keiji Kimura
TomokoOkiyamaHisao Honta

Incumbent
Corporate
Auditors

Director/Corporate Auditor
appointment standards
Industry
Management Experience/
Expertise

Strategy foundations; promotion of strategies
DX

Marketing

Candidate
Corporate
AuditorGlobal



ESG



































































Noriko Koike
ShoichiWatanabe
Candidate for Directors and Corporate Auditor in association with the Management Integration
Atsushi
Tsukamoto
Tsuyoshi
Candidates for Yamamoto
Ryoichi
Directors
Watanabe
Makoto Tanima
Junko Kawai

HR


























Areas for management
consideration
Finance/
Risk
Accounting/ Management/
M&A
Legal





















for
Akira Torii



















(Notes)
1. DX stands for Digital Transformation, which is included in the chart as an indicator of the individual’s
skills in not only applying IT to the services and business activities provided by the Company, but also
improving people's lives and business activities in various aspects through the wide adoption of IT.
2. HR stands for Human Resources, which is included in the chart as an indicator of the individual’s skills indeveloping and promoting "human resources," which is the most important resource for management, andin creating and proposing values demanded by society through such "human resources.
3. ESG stands for Environment Social Governance, which is included in the chart as an indicator of theindividual’s skills in implementing sustainable management by incorporating the three points (environment,
society and governance) into the Company’s growth strategy.

- 75 -

[Independence Criteria]
An individual will be deemed by the Company to lack independence as an independent director and corporate
auditor if the individual constitutes any of the following:(1)

An executive officer of the Company or a company in the group;(2)

A non-executive director or accounting advisor of the Company or a company in the group (in caseof Outside Corporate Auditor);(3)

A person whose main business partner is the Company (which accounts for at least 2% of theirconsolidated net sales in the most recent fiscal year) or an executive officer thereof;(4)

A person who is a major business partner of the Company (which accounts for at least 2% of ourconsolidated net sales in the most recent fiscal year) or an executive officer thereof;(5)

A financial institution or other major creditor that is essential to a non-substitutable degree for theCompany's financing or an executive officer thereof;(6)

A certified public accountant or a member, partner or employee (excluding ancillary workers) of theaudit firm who is the accounting auditor of the Company;(7)

A major shareholder of the Company (a shareholder with a voting rights ownership of 10% or more)(if such major shareholder is a corporation, the executive officer thereof);(8)

An executive officer of an organization with which the Company has a relationship through themutual appointment of outside directors;(9)

An executive officer of an organization receiving donations (amounting to an average of five (5)million yen or more per fiscal year in the last three years);(10)

An attorney, certified public accountant, certified tax accountant or any other consultant receiving alarge amount of monetary or other property benefits (amounting to an average of five (5) million
yen or more per fiscal year in the last three years) apart from the executive compensation from theCompany;(11)

A person who belongs to a law firm, audit firm, tax accountant corporation, consulting firm or any
other professional advisory firm (excluding ancillary workers) receiving a large amount of monetaryor other property benefits (amounting to an average of ten (10) million yen or more per fiscal year in
the last three years) apart from the executive compensation from the Company;(12)

A person who satisfies either (1) or (2) above at any time in the last (10) ten years;(13)

A person who satisfies any of (3) to (9) above at any time in the last (3) three years; or(14)

A relative within the second degree kinship of any person falling under any of the above (1) to (13).

- 76 -

Proposal 10:

Partial Amendments to the Articles of Incorporation

1. Reason for the amendments
As described in Proposal 5 "Approval of the Share Exchange Agreement", the Company plans to carry out
the Management Integration with cocokara fine. Accordingly, considering the Company's trade name, businesspurposes and composition of directors with executive titles following the Management Integration, theCompany hereby proposes to change provisions concerning its trade name (Article 1 of the Articles ofIncorporation, currently in force), purposes (Article 2 of the Articles of Incorporation, currently in force) anddirectors with executive titles (Article 21, Paragraph 2 of the Articles of Incorporation, currently in force)(hereinafter, "Amendments to the Articles of Incorporation").
The Amendments to the Articles of Incorporation will become effective on the effective date of the Share
Exchange (scheduled on October 1, 2021) on the condition that Proposal 5 "Approval of Share Exchange
Agreement" is approved as originally proposed and the Share Exchange becomes effective.
2. Details of the amendments
The details of the amendments are as follows:(Changes are underlined.)
Current Articles of Incorporation(Trade Name)
Article 1 The Company shall be named
Matsumotokiyoshi Holdings Co., Ltd. In English, it
shall be written as Matsumotokiyoshi Holdings
Co., Ltd.

After the Amendments(Trade Name)
Article 1 The Company shall be named
MatsukiyoCocokara & Co. In English, it shall be
written as MatsukiyoCocokara & Co.

(Purposes)
Article 2 The purposes of the Company shall be
as follows:
1. (omitted)
2. To purchase, sell and manufacture products
handled by companies engaged in thefollowing (1) - (59) and companies engaged inbusinesses equivalent thereto.
3. To provide any and all services incidental to
the foregoing.
(1) - (59) (omitted)(Purposes)
Article 2 The purposes of the Company shall be
as follows:
1. (same as the current provision)(deleted)(Appointment of Representative Directors andDirectors with Executive Titles)
Article 21 (omitted)
2. The Board of Directors shall, by its resolution,
appoint one (1) President and Director, andmay appoint one (1) Chairman of the Boardand a few Vice Presidents and Directors;
Senior Managing Directors; Managing
Directors; Advisors and Directors.

(Appointment of Representative Directors andDirectors with Executive Titles)
Article 21 (same as the current provision)
2. The Board of Directors shall, by its resolution,
appoint one (1) President and Director, andmay appoint one (1) Chairman of the Boardand a few Vice Presidents and Directors;
Senior Managing Directors; Managing
Directors.

2. To provide any and all services incidental to
the foregoing.
(1) - (59) (same as the current provisions)- 77 -

Proposal 11:

Revision on the Amount of Compensation for Directors

The compensation amount for the Company’s directors consists of “fixed compensation,” “performancecompensation”

and“share-based

compensation”(“performancecompensation”

and“share-based

compensation” are not applicable to outside directors).
The Proposal hereby requests a revision of the total amount of “fixed compensation” and “performancecompensation” in the compensation structure for directors, as follows:In addition, the revision of the compensation amount shall take effect on the effective date of the Share
Exchange (scheduled for October 1, 2021), provided that Proposal 5 “Approval of the Share Exchange
Agreement” is approved as originally proposed and the Share Exchange takes effect.
■ Details of the revision of the compensation amount for directors (total amount of “fixed compensation”
and “performance compensation”)
Current
Up to 650 million yen per annum (not including the employee salary portion of thecompensation payable to directors concurrently serving as employees)※Compensation for outside directors is limited to 33 million yen per year out of the
650 million yen per annum, and outside directors are not eligible for performancecompensation.
After revision
Up to 950 million yen per annum (not including the employee salary portion of thecompensation payable to directors concurrently serving as employees)※Compensation for outside directors is limited to 40 million yen per year out of the
950 million yen per annum, and outside directors are not eligible for performancecompensation.
■ Reason of revision
If Proposal 8 “Election of 5 Directors in association with the Management Integration” is approved asoriginally proposed, on the condition that the Share Exchange becomes effective, there will be five (5) more
directors, and the number of directors will be increased to fifteen (15) (six (6) of whom will be outside
directors) on the effective date of the Share Exchange (scheduled for October 1, 2021), and thus the Company
proposes a revision to the amount of compensation.
The outline of the basic policy for compensation of directors and corporate auditors of the Company is as
described in page 19 of the Business Report. The Company has determined that the amount of compensation
proposed in this Proposal, which is in line with this policy, is reasonable.
The outline of the Company’s policy for determining the content of compensation for directors is as follows:■ Matters pertaining to the decision policy regarding the content of compensation for each director
The Company established a policy regarding the content of compensation for individual directors(hereinafter referred to as the Decision Policy) at the board of directors meeting. The outline of the policy is asfollows:
In order to stimulate motivation and boost morale of group companies to contribute to the increase of
corporate value, the Company has set a target of securing and maintaining personnel who will play a key rolein the growth of the Company. The Company has designed a system that considers factors such as- 78 -

improvement of consolidated performance, enhancement of competitiveness at group companies,
strengthening of corporate governance, and establishment of beneficial relationships with various
stakeholders.
The compensation system for directors (excluding outside directors) of the Company consists of fixedcompensation as the base compensation, and performance compensation and share-based compensation as theperformance-based compensations, etc., that reflect the consolidated performance of the Company.
Compensation for outside directors and corporate auditors consists solely of fixed compensation.
Fixed compensation is paid monthly based on an appropriate standard determined by position withreference to public standards. The performance compensation and share-based compensation are determinedby multiplying the performance coefficient, which varies according to the degree of achievement of theperformance target in consolidated sales and consolidated operating profit. The performance compensation ispaid monthly after calculating the amount at a certain period each year divided by 12. The share-based
compensation is paid annually at a certain period each year. The restricted share (RS)-based compensation has
been adopted for the share-based compensation.
The composition ratio of compensation for directors (excluding outside directors) is 63% for fixedcompensation, 27 - 34% for performance compensation, and 3 - 10% for share-based compensation.
Based on this policy for determining compensation, the allocation of compensation, within the scope of theresolution of the general meeting of shareholders, is discussed and determined at the board of directors
meeting with independent outside directors and corporate auditors.
END- 79 -