Translation
Note:

This document is an excerpt translation of the original Japanese document and is only for reference purposes. In the eventof any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Securities Code: 9843
April 22, 2020
To our shareholders:Toshiyuki Shirai,
Representative Director & Chief Operating
Officer

Nitori Holdings Co., Ltd.
1-2-39 Shinkotoni 7-jo, Kita-ku, Sapporo-shi,
Hokkaido

Notice of the 48th Annual General Meeting of Shareholders
You are cordially invited to attend the 48th Annual General Meeting of Shareholders of Nitori Holdings Co., Ltd.
(the “Company”), which will be held as indicated below.
If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via theinternet. Please review the attached Reference Documents for the General Meeting of Shareholders, andexercise your voting rights following the guidance below by 6:30 p.m. on Wednesday, May 13, 2020 (JST).
1. Date and Time:Thursday, May 14, 2020, at 10:00 a.m. (JST)

2. Venue:

Conference Room, 6th floor, Sapporo Head Office of the Company
1-2-39 Shinkotoni 7-jo, Kita-ku, Sapporo-shi, Hokkaido

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 48th fiscal year
(from February 21, 2019 to February 20, 2020), and the results of audits of theConsolidated Financial Statements by the Financial Auditor and the Audit &Supervisory Committee
2. The Non-consolidated Financial Statements for the 48th fiscal year (from February 21,
2019 to February 20, 2020)
Matters to be resolved
Proposal No. 1: Election of Seven Directors (Excluding Directors who are Audit & Supervisory
Committee Members)
Proposal No. 2: Election of Four Directors who are Audit & Supervisory Committee Membersz If you attend the Meeting in person, please present the enclosed voting form at the reception.
z Of the documents that should be provided with the original Japanese version of this notice, the “Consolidated Statement of Changes in
Equity,” “Notes to Consolidated Financial Statements,” “Non-consolidated Statement of Changes in Equity” and “Notes to
Non-consolidated Financial Statements” are posted (in Japanese only) on the Company’s website (https://www.nitorihd.co.jp/ir/) pursuant
to the provisions of laws and regulations and the Article 16 of the Company’s Articles of Incorporation, and are not included in theoriginal Japanese version of this notice.
Accordingly, the original Japanese version of the attached documents constitutes one part of the documents that were audited by the Audit& Supervisory Committee in preparing the audit report and by the Financial Auditor in preparing the financial audit reports.

z Any corrections in the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial
Statements or Non-consolidated Financial Statements will be posted (in Japanese only) on the Company’s website above.

1

Reference Documents for the General Meeting of Shareholders

Proposal No. 1:

Election of Seven Directors (Excluding Directors who are Audit & Supervisory
Committee Members)

The terms of office of all seven Directors (excluding Directors who are Audit & Supervisory Committee
Members; applicable to the rest of this proposal) will expire at the conclusion of this General Meeting.
Therefore, the Company proposes the election of seven Directors.
Regarding this proposal, the Audit & Supervisory Committee has judged that all the candidates for Director
are qualified for the role.
The candidates for Director are as follows:

Candidate No.

Name

1

[Reappointment]

Akio Nitori

2[Reappointment]

Toshiyuki Shirai

3[Reappointment]

Fumihiro Sudo

4

[Reappointment]

FumiakiMatsumoto

5[Reappointment]

Masanori Takeda

6

7[Reappointment][Outside][Independent][New
appointment][Outside][Independent]

Sadayuki
Sakakibara

Current positions
and responsibilities
in the Company
Representative
Director &Chairperson
Representative
Director & President
Director, Executive
Officer & Vice
President
Manager of Business
System Improvement
OfficeDirector, Executive
Officer & Vice
President
Manager of Global
Business
Development Office
In charge of Overseas
Sales Business andLogistics Division
Director
General Manager of
Global Merchandising
Division
Outside Director

Yoshihiko
Miyauchi–2

Attendance atmeetings of theBoard of Directors
11 out of 13
meetings (84.6%)
13 out of 13
meetings (100%)
13 out of 13
meetings (100%)

10 out of 10
meetings (100%)

13 out of 13
meetings (100%)
8 out of 10
meetings (80%)–

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company

Number of
the Company’s
shares owned

Mar. 1972 Founded the Company, Senior Managing Director
May 1978 Representative Director & President of the Company
Feb. 2003 Director of Marumitsu Co., Ltd. (currently Nitori Furniture Co.,
Ltd.)
Oct. 2003 Director of MARUMITSU-VIETNAM EPE (currently NITORIFURNITURE VIETNAM EPE) (current position)
Nov. 2009 Representative Director & Chairperson of Nitori Public Co., Ltd.
May 2010 Chairperson of DECOHOME CHINA Co., Ltd.
Aug. 2010 Representative Director & President of Nitori Co., Ltd.
Representative Director & President of Home Logistics Co., Ltd.
Aug. 2011 Representative Director & President of Nitori Facility Co., Ltd.
May 2012 Director & Chairperson of Nitori USA, Inc.
May 2014 Representative Director & Chairperson of Nitori Co., Ltd. (current
position)
Representative Director & Chairperson of Home Logistics Co.,Ltd.
Akio Nitori(March 5, 1944)[Reappointment]
1

Attendance atmeetings of theBoard ofDirectors:
11 out of 13
meetings(84.6%)

Representative Director & Chairperson of Nitori Facility Co., Ltd.
(current position)
Feb. 2016

Representative Director & Chairperson (CEO) of the Company(current position)

May 2016

Outside Director of KOHNAN SHOJI CO., LTD. (current
position)

June 2016 Chairperson of NITORI (CHINA) HOLDING Co., Ltd.
Mar. 2017 Director & Senior Advisor of Nitori Public Co., Ltd.
May 2017 Director & Senior Advisor of Home Logistics Co., Ltd. (current
position)
Outside Director of IZUMI Co., Ltd. (current position)
Dec. 2018

Director & Founder of N Plus Co., Ltd.

Feb. 2020

Representative Director & Chairperson of N Plus Co., Ltd.
(current position)
Representative Director & Chairperson of Nitori Furniture Co.,
Ltd. (current position)

Mar. 2020

Representative Director & Chairperson of Nitori Public Co., Ltd.
(current position)

Reasons for nomination as candidate for Director:
The candidate founded the Company in 1972 and since then, aiming to achieve
the Company’s Roman (vision), “to provide the foundation of prosperous homeliving to the global community,” and while always making the most of his
excellent foresight and strong leadership, has led Nitori to grow from being one
furniture store to one of Japan’s top home furnishing chains. The Company
proposes the election of the candidate for Director, believing him to bequalified to continue as a Director that takes responsibility of decision making
related to management policies and corporate strategy and supervisory
functions regarding business execution.

33,410,482
sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1979

Number of
the Company’s
shares owned

Joined the Company

May 2001

Director of the Company

May 2004

Managing Director of the Company

May 2008

Senior Managing Director of the Company

May 2010

Director & Senior Managing Executive Officer of the Company

Aug. 2010

Director of Nitori Co., Ltd.
Director of Home Logistics Co., Ltd.

Dec. 2010

Director & General Manager of Merchandising Division of Nitori
Co., Ltd.

May 2012

Director of Nitori USA, Inc.

May 2014

Representative Director & Executive Vice President of theCompany
Representative Director & President of Nitori Co., Ltd.
Representative Director & President of Home Logistics Co., Ltd.

Toshiyuki ShiraiMar. 2015(December 21,
May 2015
1955)[Reappointment] Feb. 2016
2

Attendance atMar. 2017
meetings of theBoard ofDirectors:
13 out of 13
meetings (100%)

Representative Director & President of Nitori Facility Co., Ltd.
(current position)
Representative Director & President of Nitori Public Co., Ltd.
Representative Director & Chairperson of Home Logistics Co.,
Ltd. (current position)
Representative Director & President of the Company (current
position)
Representative Director & Chairperson of Nitori Public Co., Ltd.
Chairperson of NITORI (CHINA) HOLDING Co., Ltd. (current
position)
Representative Director & Chairperson of HOME DECO CO.,LTD. (current position)

Apr. 2017

Chairperson of Nitori Taicang Trading & Logistics Co. Ltd.
(current position)

June 2017

External Director of KATITAS Co., Ltd. (current position)

Dec. 2018

Director of N Plus Co., Ltd. (current position)

Feb. 2020

Director of Nitori Co., Ltd. (current position)
Chairperson of SIAM NITORI CO., LTD. (Thailand) (current
position)Mar. 2020

Director of Nitori Public Co., Ltd. (current position)

Reasons for nomination as candidate for Director:
The candidate has had a broad range of business experience such as being
involved in store operations, personnel, product development, logistics, andoverseas business, and has abundant experience and knowledge related tooverall management of the Group gained from serving positions such as
Representative Director & President of Nitori Co., Ltd. from May 2014 to
February 2020, and Representative Director & President of the Company fromFebruary 2016. Accordingly, the Company proposes the election of thecandidate for Director.

441,927
sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Mar. 1979

Fumihiro Sudo
(May 5, 1956)[Reappointment]
3

Joined SHIMACHU CO., LTD.

Sept. 2000

Representative Director of KANSAI SHIMACHU CO., LTD.

Apr. 2001

Joined the Company

May 2005

Executive Officer of the Company

May 2008

Managing Director of the Company

May 2010

Managing Executive Officer & General Manager of Store
Development Division of the Company

May 2014

Senior Managing Director & General Manager of Store
Development Division of the Company

Aug. 2018
Attendance atmeetings of theApr. 2019
Board ofDirectors:
13 out of 13
Feb. 2020
meetings (100%)

Number of
the Company’s
shares owned

Director & Vice President, General Manager of Store
Development Division of the Company

16,638sharesDirector & Vice President, in charge of Store Development andNational Sales Business of the Company
Director, Executive Officer & Vice President, Manager ofBusiness System Improvement Office (current position)

Reasons for nomination as candidate for Director:
The candidate has abundant business experience, including store development
operations, and has abundant experience and knowledge related to overallmanagement gained from serving positions such as Vice President from August
2018. Accordingly, the Company proposes the election of the candidate for
Director.
Apr. 1981 Joined NISSAN MOTOR CO., LTD.
Aug. 2008 President of Nissan Motor Ibérica, S.A. (Spain)
Apr. 2010 President of Dongfeng Nissan Passenger Vehicle Company(China)Apr. 2014 Executive Vice President of NISSAN MOTOR CO., LTD.
(Corporate Officer)
June 2014 Director of NISSAN MOTOR CO., LTD.
FumiakiMatsumoto(December 8,
1958)[Reappointment]
4June 2018 Retired from Director of NISSAN MOTOR CO., LTD.
Sept. 2018 Joined the Company
Executive Officer & Vice President of the Company
Nov. 2018 Executive Officer & Vice President, Project Leader ofJapan-China Global Business Development Project of theCompany

Attendance at Apr. 2019
meetings of theBoard ofMay 2019
Directors:
10 out of 10
meetings (100%)
Feb. 2020

Executive Officer & Vice President, in charge of Overseas Sales
Business and Logistics Division
Director & Vice President, Project Leader of Japan-China Global
Business Development Project of the Company, in charge ofOverseas Sales Business and Logistics Division
Director, Executive Officer & Vice President, Manager of Global
Business Development Office, in charge of Overseas Sales
Business and Logistics Division (current position)

Reasons for nomination as candidate for Director:
The candidate has abundant experience and knowledge in overseas businessdevelopment and is currently in charge of promoting the overseas sales
business of the Company as Director, Executive Officer & Vice President.
Accordingly, the Company proposes the election of the candidate for Director.

5–
sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company

Number of
the Company’s
shares owned

Mar. 2004 Joined the Company
May 2014 Executive Officer of the Company
Merchandising Manager of Furniture Department of
Merchandising Division of Nitori Co., Ltd.
Oct. 2015 Executive Officer of the Company
General Manager of Merchandising Division of Nitori Co., Ltd.
May 2016 Senior Executive Officer of the Company
General Manager of Merchandising Division of Nitori Co., Ltd

Masanori
Takeda(January 10,
1966)
5

May 2017 Managing Director of the Company
Managing Director & General Manager of Merchandising
Division of Nitori Co., Ltd.
Aug. 2018 Director & General Manager of Merchandizing Division of Nitori
Co., Ltd.
Oct. 2018 Managing Director & General Manager of Global Merchandising
Division of the Company[Reappointment] Dec. 2018 Representative Director & President of N Plus Co., Ltd.
Attendance at Apr. 2019
meetings of theBoard ofFeb. 2020
Directors:
13 out of 13
meetings (100%)

Managing Director, in charge of Global Product Development,
Inventory Control, Procurement Division and Deco Home
Business
Director & General Manager of Global Merchandising Divisionof the Company (current position)
Representative Director & President of Nitori Co., Ltd. (current
position)

Reasons for nomination as candidate for Director:
The candidate has abundant business experience and keen business insightowing to his broad experience in major operations of the Store Operations
Division, Recruitment Division, and Merchandising Division, etc. andcontributes to the promotion of product development and the expansion ofoverseas product procurement and sales channels as Director & General
Manager of Global Merchandising Division of the Company. In addition, heassumed the position as Representative Director & President of Nitori Co., Ltd.
from February 2020. Accordingly, the Company proposes the election of thecandidate for Director.

6

10,178 shares

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company

Number of
the Company’s
shares owned

Apr. 1967 Joined Toyo Rayon Co., Ltd. (currently Toray Industries, Inc.)
June 2002 President and Representative Member of the Board of Toyo
Rayon Co., Ltd.
June 2010 Chairman and Representative Member of the Board of Toyo
Rayon Co., Ltd.
Sadayuki
Sakakibara(March 22,
1943)

6

Outside Director of Mitsui O.S.K. Lines, Ltd.
June 2012 Outside Director of Nippon Telegraph and Telephone Corporation(current position)
June 2013 Outside Director of Hitachi, Ltd.

June 2014 Chairman of Japan Business Federation (Keidanren)[Reappointment]
Chairman of the Board of Toray Industries, Inc.
[Outside]June
2018
Honorary Chairman of Japan Business Federation (Keidanren)[Independent](current position)
Attendance atmeetings of theBoard ofDirectors:
8 out of 10
meetings (80%)

Mar. 2019 Outside Director of SHIMANO, INC. (current position)
May 2019 Outside Director of the Company (current position)
Dec. 2019 Outside Director of Japan Investment Corporation (current
position)
Reasons for nomination as candidate for Outside Director:
The candidate has abundant experience and deep insight gained from his
extensive years of engaging in management of Toray Industries, Inc. and serving
important positions such as Chairman of Japan Business Federation (Keidanren).
The Company proposes the election of the candidate for Outside Director,
believing that he will contribute to further enhancement of our corporate
governance by making use of his experience and insight to provide appropriate
supervision and useful advice for the Company’s overall management.
Tenure as Outside Director: 1 year (at the conclusion of this meeting)7–
sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company

Number of
the Company’s
shares owned

Aug. 1960 Joined Nichimen & Co., Ltd. (currently Sojitz Corporation)
Apr. 1964 Joined Orient Leasing Co., Ltd. (currently ORIX Corporation)
Mar. 1970 Director, Orient Leasing Co., Ltd.
Yoshihiko
Miyauchi(September 13,
1935)
[New
appointment][Outside][Independent]

7

Dec. 1980 Representative Executive Officer, President and Chief Executive
Officer, Orient Leasing Co., Ltd., Group CEO
Apr. 2000 Representative Executive Officer, Chairman and Chief Executive
Officer, ORIX Corporation, Group CEO
June 2003 Director, Representative Executive Officer, Chairman and Chief
Executive Officer, ORIX Corporation, Group CEO
Apr. 2006 Outside Director, ACCESS CO., LTD. (current position)
June 2014 Senior Chairman, ORIX Corporation (current position)–
sharesJune 2017 Outside Director, Calbee, Inc. (current position)
Attendance atmeetings of theBoard ofDirectors:–

Notes:

1.
2.

3.
4.

5.

Oct. 2019 Outside Director, RAKSUL INC. (current position)
Reasons for nomination as candidate for Outside Director:
The candidate has abundant experience and deep insight in corporate
management gained from his extensive years of engaging in management of
ORIX Corporation. The Company proposes the election of the candidate for
Outside Director, believing that he will provide appropriate supervision for thebusiness execution of the Company and useful advice from a broader
perspective for the Company’s overall management by utilizing his experienceand insight.

There is no special interest between any of the candidates and the Company.
Sadayuki Sakakibara and Yoshihiko Miyauchi are candidates for Outside Director. Both of them meet the“Independence Criteria for Outside Directors” established by the Company. Please refer to page 14 for the“Independence Criteria for Outside Directors.”
Furthermore, the Company has entered into a special advisor (part-time) agreement with Sadayuki Sakakibara
for the period from September 2018 to May 2019. The primary purpose for the agreement was to receive his
opinions and suggestions concerning overall corporate management based on his abundant experience andinsight, as well as to retain him until the 47th Annual General Meeting of Shareholders held on May 16, 2019
to which the proposal regarding the election of Directors is submitted, when obtaining informal consent from
him to assume the position of Outside Director. His remuneration for this role was a total amount of less than
¥5 million, and therefore is considered to be an immaterial amount and judged not to affect his independence.
The Company reported Sadayuki Sakakibara and Yoshihiko Miyauchi as independent officers pursuant to theregulations of the Tokyo Stock Exchange and the Sapporo Securities Exchange. If their election is approved,
the Company plans for their designation as independent officers.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Sadayuki Sakakibara to limit his liability for damages under Article 423, paragraph 1 of theCompanies Act to the minimum liability amount provided for by Article 425, paragraph 1 of the same Act. If
his reelection is approved, the Company plans to renew the limited liability agreement with him. Also, withrespect to Yoshihiko Miyauchi, if his election is approved, pursuant to the provisions of Article 427, paragraph
1 of the Companies Act, the Company plans to enter into an agreement with him to limit his liability fordamages under Article 423, paragraph 1 of the Companies Act to the minimum liability amount provided for by
Article 425, paragraph 1 of the same Act.
Regarding the attendance of Fumiaki Matsumoto and Sadayuki Sakakibara at meetings of the Board of
Directors, since they were elected as Directors at the 47th Annual General Meeting of Shareholders held on
May 16, 2019, the number indicated is the number of meetings held after they assumed office as Directors.
Meetings of the Board of Directors were held 10 times since their appointment.

8

Proposal No. 2:

Election of Four Directors who are Audit & Supervisory Committee Members

The terms of office of all four Directors who are Audit & Supervisory Committee Members will expire at
the conclusion of this General Meeting. Therefore, the Company proposes the election of four Directors
who are Audit & Supervisory Committee Members.
The Audit & Supervisory Committee has given its approval to this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:

Candidate
No.

1

2

3
4

Current positions andresponsibilities in the
Company

Attendance atmeetings ofthe Board of
Directors

Attendance atmeetings of
the Audit &Supervisory
Committee

Takao Kubo

Director(Full-time Member ofAudit & Supervisory
Committee)

13 out of 13
meetings(100%)

10 out of 10
meetings(100%)

Takaharu Ando

Outside Director

13 out of 13
meetings(100%)–

Outside Director(Audit & Supervisory
Committee Member)
Outside Director(Audit & Supervisory
Committee Member)

13 out of 13
meetings(100%)
13 out of 13
meetings(100%)

10 out of 10
meetings(100%)
10 out of 10
meetings(100%)

Name[Reappointment][New
appointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent]

Kazuhiro
Suzuki
Tsuneyoshi
Tatsuoka

9Candidate
No.

1

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company

Number of
the Company’s
shares owned

Dec. 1977 Joined the Company

Takao Kubo
(January 14,
1946)

Feb. 1989 General Manager of Management Policy Office of the Company[Reappointment]

May 2001 Director & General Manager of Management Planning Office of
the Company

May 1993 Full-time Corporate Auditor of the Company

Attendance at Apr. 2003 Director & General Manager of President’s Office of theCompany
meetings of theBoard ofMay 2004 Full-time Corporate Auditor of the Company
Directors:
Aug. 2010 Corporate Auditor of Nitori Co., Ltd. (current position)
13 out of 13
Corporate Auditor of Home Logistics Co., Ltd. (current position)
meetings (100%)
May 2016 Director (Full-time Member of Audit & Supervisory Committee)of the Company (current position)
Attendance atmeetings of the Reasons for nomination as candidate for Director:
Audit &
The candidate has considerable knowledge regarding finance and accounting
Supervisoryand has abundant experience covering the overall management gained from
Committee:
serving positions of Director & Corporate Auditor at the Company.
10 out of 10
Accordingly, the Company proposes the election of the candidate for Director
meetings (100%)
who is Audit & Supervisory Committee Member.

10

20,652sharesCandidate
No.

Name
(Date of birth)

Takaharu Ando
(August 31,
1949)
[New
appointment][Outside][Independent]

2

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1972
Sept. 1994

Joined National Police Agency
Chief of Gunma Prefectural Police Headquarters

Aug. 1999

Director of Public Security Department of Metropolitan Police
Department

Aug. 2004

Director General of Commissioner-General’s Secretariat of
National Police Agency

Aug. 2007

Deputy Commissioner General of National Police Agency

June 2009

Commissioner General of National Police Agency

Oct. 2011Retired from National Police Agency

May 2013

Outside Director of the Company (current position)

June 2016

Outside Director of AMUSE INC. (current position)

Attendance at June 2017 Outside Director of ZENSHO HOLDINGS CO., LTD. (current
position)
meetings of theBoard ofJune 2018 Outside Director of TOBU RAILWAY CO., LTD. (current
Directors:
position)
13 out of 13
Reasons for nomination as candidate for Outside Director:
meetings (100%)
The candidate has abundant experience and broad insight gained from serving
Attendance at important positions such as the Commissioner General of the National Police
meetings of the Agency and, based on this specialist experience and insight, he provides
appropriate supervision and advice for the Company’s overall management as
Audit &
an
Outside Director of the Company. Although the candidate has not directly
Supervisory
taken part in corporate management, based on his experience and insight, theCommittee:
Company judges that he will continue to appropriately fulfill his duties as–
Outside Director strengthening the Company’s governance and risk
management. Accordingly, the Company proposes the election of the candidate
for Outside Director who is Audit & Supervisory Committee Member.
Tenure as Outside Director: 7 years (at the conclusion of this meeting)Tenure as Director who is an Audit & Supervisory Committee Member: –11

Number of
the Company’s
shares owned

2,000
sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1976

Appointed as public prosecutor

Jan. 2009

Director of the Criminal Affairs Department of Supreme Public
Prosecutors Office

June 2010

Chief Prosecutor of Tokyo District Public Prosecutors Office

Aug. 2011

Superintending Prosecutor of Hiroshima High Public Prosecutors
OfficeKazuhiro Suzuki(September 4, June 2012
1951)
Jan. 2014[Reappointment] May 2014
[Outside][Independent] June 2014

3

Attendance at May 2015
meetings of the June 2015
Board ofMay 2016
Directors:
13 out of 13
meetings (100%) June 2019

Number of
the Company’s
shares owned

Superintending Prosecutor of Fukuoka High Public Prosecutors
OfficeRetired from prosecutor position
Registered as attorney (Dai-Ichi Tokyo Bar Association)
President of Japan International Training Cooperation
Organization
Corporate Auditor (Outside Corporate Auditor) of the Company
Outside Auditor of Saitama Resona Bank, Limited
Outside Director (Audit & Supervisory Committee Member) of
the Company (current position)
Outside Director (Audit & Supervisory Committee Member) of
Saitama Resona Bank, Limited (current position)

Attendance at Reasons for nomination as candidate for Outside Director:
meetings of the
The candidate is a legal professional who has served important positions such
Audit &
as the Superintending Prosecutor of the Fukuoka High Public Prosecutors
Supervisory
Office and, utilizing his abundant experience and specialist insight, he provides
Committee:
appropriate opinions for the Company’s management as an Outside Director of
10 out of 10
the Company. Although the candidate has not directly taken part in corporate
meetings (100%)management, based on the above reasons, the Company judges that he willcontinue to appropriately fulfill his duties as Outside Director. Accordingly, theCompany proposes the election of the candidate for Outside Director who is
Audit & Supervisory Committee Member.
Tenure as Outside Director: 4 years (at the conclusion of this meeting)Tenure as Director who is an Audit & Supervisory Committee Member: 4 years(at the conclusion of this meeting)12–
sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company

Number of
the Company’s
shares owned

Apr. 1980 Joined the Ministry of International Trade and Industry (currently
Ministry of Economy, Trade and Industry)
Tsuneyoshi
Tatsuoka(January 29,
1958)

July 2008 Deputy Director-General in the Manufacturing Industries Bureauof the Ministry of International Trade and Industry
July 2009 Director-General for Policy Planning and Coordination of the
Ministry of International Trade and Industry
Jan. 2010 Councilor of Cabinet Secretariat[Reappointment] Aug. 2011 Deputy Vice-Minister of the Ministry of International Trade and[Outside]
Industry[Independent] June 2013 Vice-Minister of Economy, Trade and Industry

4

Notes:

Attendance at July 2015 Retired from officemeetings of the May 2016 Outside Director (Audit & Supervisory Committee Member) of
Board of–the Company (current position)
Directors:
sharesJune 2016 Outside Director of Asahi Kasei Corporation (current position)
13 out of 13
meetings (100%) June 2018 Outside Director of Mitsubishi Corporation (current position)
Reasons for nomination as candidate for Outside Director:
Attendance at The candidate has abundant experience and specialist insight gained frommeetings of the serving important positions such as the Vice-Minister of Economy, Trade andAudit &
Industry and utilizes them to strengthen the Company’s corporate governanceSupervisory
and compliance system. Although the candidate has not directly taken part inCommittee:
corporate management, based on the above reasons, the Company judges that
10 out of 10
he will continue to appropriately fulfill his duties as Outside Director.
meetings (100%) Accordingly, the Company proposes the election of the candidate for Outside
Director who is Audit & Supervisory Committee Member.
Tenure as Outside Director: 4 years (at the conclusion of this meeting)Tenure as Director who is an Audit & Supervisory Committee Member: 4 years(at the conclusion of this meeting)
1. There is no special interest between any of the candidates and the Company.
2. Takaharu Ando, Kazuhiro Suzuki and Tsuneyoshi Tatsuoka are candidates for Outside Director, who all meetthe “Independence Criteria for Outside Directors” established by the Company. Please refer to page 14 for the“Independence Criteria for Outside Directors.”
3. The Company reported Takaharu Ando, Kazuhiro Suzuki and Tsuneyoshi Tatsuoka as independent officers
pursuant to the regulations of the Tokyo Stock Exchange and the Sapporo Securities Exchange. If their electionin this proposal is approved, the Company plans for their designation as independent officers.
4. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into
agreements with Takao Kubo, Takaharu Ando, Kazuhiro Suzuki and Tsuneyoshi Tatsuoka to limit their
liabilities for damages under Article 423, paragraph 1 of the Companies Act to the minimum liability amountprovided for by Article 425, paragraph 1 of the same Act. If their election is approved, the Company plans torenew the limited liability agreement with each candidate.
5. Regarding the attendance of Takaharu Ando at meetings of the Board of Directors, the number indicated is thenumber of the attendance as Director (excluding Director who is Audit & Supervisory Committee Member).

13

For reference

Independence Criteria for Outside Directors
The Company designates Outside Directors who do not fall under any of the following items as
independent Directors.
1) A person who is currently or was in the past ten years an executive director, executive officer, manager,
or any other employee (hereinafter collectively referred to as “Executive”) of the Company or asubsidiary of the Company.
2) A person or the Executive of a corporation who holds either directly or indirectly 10% or more of thetotal number of the voting rights of the Company.
3) A person or the Executive of a corporation for whom the Company or a subsidiary of the Company is amajor business partner (Note 1), and a person or the Executive of a corporation who is a major business
partner (Note 2) of the Company or a subsidiary of the Company.
4) The financial auditor or one of their employees, etc., for the Company or for a subsidiary of theCompany.
5) A consultant, attorney at law, certified public accountant, certified public tax accountant, etc., whoreceived from the Company or a subsidiary of the Company monetary payment or other property
benefits exceeding ¥10 million annually other than director/corporate auditor remuneration (referring to
the person belonging to the organization if the one who received the relevant property is anorganization such as a corporation or partnership).
6) A person or the Executive of a corporation who received donations or aid funds exceeding ¥10 million
annually from the Company or a subsidiary of the Company.
7) A person who has fallen under any of 2) through 6) in the past three years.
8) A person whose spouse or relative who is within the second degree of kinship falls under any of 1)
through 7). However, in the event that the person who falls under 1) through 7) is the Executive, this islimited to the important Executive (Note 3).
9) Any other person, even if they do not fall under 1) through 8), for whom there is potential for constantconflict of interests with general shareholders as a whole.
Notes:

1.
2.

3.

A business partner for whom 2% or more of its annual consolidated net sales in the most recent fiscal year was
paid by the Company or a subsidiary of the Company.
A business partner who paid 2% or more of the annual consolidated net sales of the Company to the Company
or a subsidiary of the Company in the most recent fiscal year, or a business partner who loaned money thatmakes up 2% or more of the consolidated total assets of the Company to the Company or a subsidiary of theCompany at the end of the most recent fiscal year.
A person, among the Executives, who executes important business such as a director (excluding an outside
director), executive officer, manager or a person in charge of a department.

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