(English Translation)
This English translation is an abridged version of the original document in Japanese. In the event of any discrepancy, the Japanese version prevails.

Securities Code: 8214
June 7, 2022
To Our Shareholders:
Akihiro Aoki, President

AOKI Holdings Inc.
6-56 Kuzugaya, Tsuzuki-ku, Yokohama

Notice of Convocation of the 46th Annual General Meeting of Shareholders
We are pleased to announce the 46th Annual General Meeting of Shareholders of AOKI Holdings (the “Company”),
which will be held as indicated below.
You may submit your votes in writing or electronically by using the Internet, etc. instead of attending this meeting. Please review
the attached Reference Documents for General Meeting of Shareholders and submit your votes no later than 5:00 p.m., Tuesday,June 28, 2022 (JST).

Meeting Details

1 Date and Time:
2 Venue
3 Purpose of the Meeting

Wednesday, June 29, 2022, at 10:00 a.m.
ANNIVERSAIRE OMOTESANDO 3F
3-5-30, Kita-Aoyama, Minato-ku, Tokyo
Matters to be reported

1. The Business Report and the Consolidated Financial Statements for the 46th fiscal
year (from April 1, 2021 to March 31, 2022), and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Board of
Corporate Auditors
2. The Non-consolidated Financial Statements for the 46th fiscal year (from April 1,
2021 to March 31, 2022)
Matters to be resolved

Proposal No. 1: Partial Amendments to Articles of Incorporation
Proposal No. 2: Election of Twelve (12) Directors* If any revisions are made to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-Consolidated Financial Statements, or the Consolidated Financial Statements, the revised
versions will be posted on the Company’s website.
* The following documents attached to this shareholders meeting notice are posted on the Company’s website andnot included in this notice in accordance with laws and regulations and Article 15 of the Company’s Articles ofIncorporation.
● Business Report: Item concerning share acquisition rights, system for ensuring proper business operations andthe operation of this system● Consolidated Financial Statements: Consolidated Statement of Changes in Shareholders’ Equity, Notes to theConsolidated Financial Statements● Non-consolidated Financial Statements: Non-consolidated Statement of Changes in Shareholders’ Equity,
Notes to the Non-consolidated Financial Statements
Consequently, documents attached to this shareholders meeting notice are parts of the consolidated financial
statements and other financial documents that were audited when the accounting auditor prepared the audit report.
AOKI Holdings website

https://www.aoki-hd.co.jp/- 1 -Reference Documents for General Meeting of Shareholders
Proposal No. 1:

Partial Amendments to Articles of Incorporation

1. Purpose of amendments to the Articles of Incorporation
The purpose is to start using the electronic provision of reference documents for General Meeting of Shareholders,etc.
The amended provisions stipulated in the proviso of Article 1 in the supplementary provision of the Act Partially
Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, theCompany proposes to make the following amendments to the current Articles of Incorporation in order to prepare
for the introduction of a system of electronic provision of materials for the General Meeting of Shareholders.
(1) Article 15, Paragraph 1 of the proposed change stipulates that the Company takes the electronic provision
measure for information included in the reference documents for General Meeting of Shareholders, etc.
(2) Article 15, Paragraph 2 of the proposed change provides for limiting the scope of matters to be included in
the document to be delivered to shareholders who have requested delivery of the document.
(3) The provision for the Internet Disclosure and Deemed Provision of Reference Documents for the
Shareholders Meeting (Article 15 of the current Articles of Incorporation) shall be deleted as it is no longer
necessary.
(4) Establish supplementary provisions on the effective date, etc. in accordance with these changes.
2. Description of proposed changes
Proposed changes are as follows.
Current
Chapter 3. Shareholders Meetings
Article 12 – Article 14 (Omitted)(Internet Disclosure and Deemed Provision ofReference Documents for the Shareholders Meeting)(Revised sections are underlined.)
Proposed changes
Chapter 3. Shareholders Meetings
Article 12 – Article 14 (Unchanged)

Article 15 In connection with the calling of the
Shareholders Meetings, the Company may
regard that the information concerning thematters to be stated or indicated in thereference documents for shareholders
meeting, business reports, nonconsolidated financial statements andconsolidated financial statements has been
submitted to the shareholders, if theinformation is disclosed through internet
in accordance with the provisions in theordinance of Ministry of Justice.

- 2 -[Deleted]

Current[New addition]

Proposed changes(Electronic Provision Measure, Etc.)
Article 15 The Company shall, when convening a
Shareholders Meeting, take the electronic
provision measure for information includedin the reference documents for General
Meeting of Shareholders, etc.
2[New addition]

Among the matters subject to the electronic
provision measure, the Company may
choose not to include all or part of thematters stipulated in the ordinance ofMinistry of Justice in the paper copy to besent to shareholders who have requested itby the record date for voting rights.

(Supplementary Provisions)
1 The deletion of Article 15 (Internet Disclosure
and Deemed Provision of Reference Documents
for the Shareholders Meeting) of the current
Articles of Incorporation and the establishment of
the proposed Article 15 (Electronic Provision
Measure, Etc.) shall come into effect on
September 1, 2022.
2

Notwithstanding the provisions of the preceding
paragraph, Article 15 of the current Articles ofIncorporation shall remain in force with respect toa Shareholders Meeting to be held on or before
February 28, 2023.

3

These supplementary provisions shall be deleted
on the later of either March 1, 2023 or the day on
which three (3) months elapse from the day of the
Shareholders Meeting set forth in the preceding
paragraph.

Supplementary information
For the electronic provision of documents, materials for shareholders meetings are posted on the Company’s website andmay be posted on other websites. Shareholders are notified in writing of the addresses of these websites for accessing the
documents. Listed companies are required to use the electronic provision of documents and the Company will be required
to use electronic provision beginning with documents for the shareholders meeting in June 2023. As a result, shareholders
will receive a short version of the shareholders meeting notice (including notification that other information is posted on
the Internet and addresses of websites to access this information). This proposed amendment to use electronic provision isfor the purpose of changing the method used for distributing information from written documents to an electronic format
and does not restrict the amount of information provided.
Shareholders who wish to receive materials for shareholders meetings in writing after the application of the electronic
provision system are required to request the provision of this information in writing by the last day of each fiscal year.
To request the provision of this information in writing, shareholders are asked to contact the securities company where
they have an account or Mitsubishi UFJ Trust and Banking Corporation, which is the shareholder registry administrator.

- 3 -Proposal No. 2:

Election of Twelve (12) Directors

The terms of office of all fourteen (14) Directors will expire at the conclusion of this meeting. Shareholders are asked
to approve the election of twelve (12) Directors, which will decrease the number of Directors by four (4) in order toimprove the efficiency of the management system and increase the number of External Directors by two (2) in orderto ensure the transparency of management and strengthen the management oversight function of the Board of
Directors.
The candidates for Directors are as follows:No.

Attendance at theCurrent Positions and Responsibilities Board of Directors
Meetings

Name

President and Representative
Director
Executive Vice President in chargeof Group Administration and
Finance
Executive Vice President in chargeof Group Store Development andReal Estate Business
Managing Director in charge ofGroup Branding
Managing Director in charge ofGroup IT Systems
Managing Director in charge ofGroup Strategy and General
Manager of President’s Office100%(12/12 times)

1

Akihiro Aoki

Reelection

2

Haruo Tamura

Reelection

3

Akira Shimizu

Reelection

4

Masamitsu Aoki

Reelection

5

Norio Terui

Reelection

6

Keita Nagemoto

Reelection

7

Hidekazu Azuma

Reelection

Managing Director

8

Minoru Inagaki

Reelection External Independent

Director

9

Yoko Ohara

Reelection External Independent Female

Director

10

Mitsuo Takahashi

Reelection External Independent

Director

11

Eiichi Nakamura

New

External Independent

-

-

12

Sonoko Sugano

New

External Independent Female

-

-

100%
(12/12 times)
83.3%(10/12 times)
100%(12/12 times)
100%(12/12 times)
100%(12/12 times)
100%(12/12 times)
100%(12/12 times)
100%(12/12 times)
100%(9/9 times)

Notes:
1. Mr. Masamitsu Aoki is the Representative Director of ANNIVERSAIRE HOLDINGS INC., which is an other relatedcompany of the Company due to the ownership of 39.3% of the voting rights of the Company.
2. None of the other candidates for Directors has any special conflicts of interest with the Company.
3. Mr. Minoru Inagaki, Ms. Yoko Ohara, Mr. Mitsuo Takahashi, Mr. Eiichi Nakamura and Ms. Sonoko Sugano are thecandidates for election as External Directors.
4. Matters concerning candidates for External Directors(1) In the past, Mr. Takahashi has been a Director of the Company.
(2) The Company has designated Mr. Inagaki, Ms. Ohara, Mr. Takahashi, Mr. Nakamura and Ms. Sugano as
Independent Directors according to the rules of the Tokyo Stock Exchange.
(3) Number of years since the candidates for External Directors were appointed as External Directors of the Company
Mr. Inagaki, Ms. Ohara and Mr. Takahashi will have served as External Directors for eight (8) years, seven (7)years and one (1) year respectively at the conclusion of this General Meeting of Shareholders. In the past, Mr.
Inagaki has been a Corporate Auditor of the Company.
5. The Company has purchased a liability insurance policy from an insurance company for Directors. Under thisinsurance policy, compensation for legal damages and dispute costs incurred by insured will be covered. If elected, theDirector candidates will be covered by this policy. The insurance policy is scheduled to be renewed with the sameterms and conditions at the next renewal.
6. Director candidate Ms. Sonoko Sugano’s name on her family register is Sonoko Mori.

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１

Akihiro Aoki
Reelection

Date of Birth
May 20, 1970
Current Positions and Responsibilities
President and Representative Director
Number of the Company shares held
2,573,400 shares
Attendance at the Board of Directors
Meetings
100% (12/12 times)■ Brief career history
Apr. 1994
May 2003
Apr. 2008
Jun. 2009
Apr. 2010
Jun. 2010

Jun. 2017
Oct. 2018

Joined the Company
Launched the ORIHICA businessPresident and Representative Director of ORIHICA Inc.
Managing Director of the Company
Executive Vice Chairman of AOKI Inc.
President and Representative Director of the Company (current
position)
Executive Vice President of ANNIVERSAIRE HOLDINGS INC.
(current position)
Chairman of AOKI Inc.
Chairman and Representative Director of AOKI Inc. (current position)■ Significant concurrent positions
Executive Vice President of ANNIVERSAIRE HOLDINGS INC.
Chairman and Representative Director of AOKI Inc.
■ Reasons for nomination as candidate for Director
Mr. Akihiro Aoki has been involved with the management of ORIHICA since thisbusiness started in 2003 and has overseen the management of the Company since
becoming President and Representative Director in 2010. Shareholders are asked toreelect Mr. Aoki in order to use his experience and accomplishments involving
management for the oversight of the management of the AOKI Group and the growthof the group’s corporate value.

2

Haruo Tamura■ Brief career history
Apr. 1980
Jul. 1999
Apr. 2003

Reelection

Date of BirthFebruary 21, 1957
Current Positions and Responsibilities
Executive Vice President in charge ofGroup Administration and Finance
Number of the Company shares held
72,000 shares
Attendance at the Board of Directors
Meetings
100% (12/12 times)

Oct. 2004
Jun. 2006
Jun. 2007
Apr. 2008
Apr. 2010
Jun. 2010

Joined The Bank of Yokohama, Ltd.
Yokohama City Branch Manager of The Bank of Yokohama, Ltd.
Joined ANNIVERSAIRE INC.
Director, General Manager of Administration Division of
ANNIVERSAIRE INC.
Executive Managing Director of ANNIVERSAIRE INC.
Joined the Company
Executive Officer of the Company in charge of Group FinanceDirector of the Company
Managing Director of the Company
Director of the Company in charge of Group Administration and
Finance (current position)
Executive Vice President of the Company (current position)■ Reasons for nomination as candidate for Director
Mr. Haruo Tamura joined the AOKI Group in 2003 and was involved primarily withfinance and administration. He has been an Executive Vice President since 2010.
Shareholders are asked to reelect Mr. Tamura in order to use this experience andaccomplishments at the group as well as his experience at financial institutions forimportant management decisions and the oversight of the management of business
operations.

- 5 -

3

Akira Shimizu
Reelection

Date of BirthMarch 10, 1955
Current Positions and Responsibilities
Executive Vice President in charge ofGroup Store Development and Real
Estate Business
Number of the Company shares held
93,860 shares
Attendance at the Board of Directors
Meetings
83.3% (10/12 times)■ Brief career history
Apr. 1977
Jun. 1990
Jun. 1996
Jun. 2003
Apr. 2008
Jan. 2014
Apr. 2017
Jun. 2017
Jun. 2020
Jun. 2021

Joined the Company
Director of the Company
Managing Director of the Company
Executive Managing Director of the Company
Director of the Company
President and Representative Director of AOKI Inc.
Managing Director of the Company
Chairman and Representative Director of AOKI Inc.
Executive Vice President of the Company (current position) in chargeof Group Store Development
Chairman and Representative Director of KAIKATSU FRONTIER
Inc. (current position)
Director of the Company in charge of Group Store Development andReal Estate Business (current position)■ Significant concurrent positions
Chairman and Representative Director of KAIKATSU FRONTIER Inc.
■ Reasons for nomination as candidate for Director
Since becoming a Director in 1990, Mr. Akira Shimizu has been involved with sales,
merchandise, marketing, store development and many other activities and was also a
Representative Director of an AOKI Group company. Shareholders are asked toreelect Mr. Shimizu in order to use his broad experience and accomplishments forimportant management decisions and the oversight of the management of business
operations.

4

Masamitsu
Aoki■ Brief career history
Apr. 1993
Jun. 2004
Apr. 2008
Jun. 2010

Reelection

Date of Birth
April 21, 1969
Current Positions and Responsibilities
Managing Director in charge of Group
Branding
Number of the Company shares held
2,554,000 shares
Attendance at the Board of Directors
Meetings
100% (12/12 times)

Apr. 2017
Jun. 2020

Joined the Company
Executive Vice President of ANNIVERSAIRE INC.
Executive Vice President of ANNIVERSAIRE HOLDINGS INC.
Managing Director of the Company (current position)
President and Representative Director of ANNIVERSAIREHOLDINGS INC. (current position)
Chairman of ANNIVERSAIRE INC.
Director of the Company in charge of Group Branding (current
position)■ Significant concurrent positions
President and Representative Director of ANNIVERSAIRE HOLDINGS INC.
■ Reasons for nomination as candidate for Director
Mr. Masamitsu Aoki has experience at the Company and in the bridal business. Since
becoming a Director in 2010, he was a Representative Director of an AOKI Group
company. Shareholders are asked to reelect Mr. Aoki in order to use his experienceand knowledge for important management decisions and the oversight of the
management of business operations as well as to be the Director in charge ofincreasing the value of the AOKI Group’s brands.
■ Special notes regarding candidate for Director
Mr. Masamitsu Aoki is the Representative Director of ANNIVERSAIRE HOLDINGS
INC., which is an other related company of the Company due to the ownership of
39.3% of the voting rights of the Company.

- 6 -

5

Norio Terui
Reelection

Date of Birth
April 4, 1957
Current Positions and Responsibilities
Managing Director in charge of GroupIT Systems
Number of the Company shares held
15,100 shares
Attendance at the Board of Directors
Meetings
100% (12/12 times)■ Brief career history
Apr. 1980
May 1996
Jul. 2002
Feb. 2003
Apr. 2008
Nov. 2015

Jun. 2018
Dec. 2018
Jun. 2019

Joined Skylark Co., Ltd. (now SKYLARK HOLDINGS CO., LTD.)
Joined McDonald’s Japan Ltd. (now McDonald’s Holdings Company(Japan), Ltd.)Manager of IT System Planning Department of McDonald’s Japan
Ltd.
Joined Starbucks Coffee Japan, Ltd.
Vice President, General Manager of IT System Division of Starbucks
Coffee Japan, Ltd.
Joined the Company
Executive Officer, Deputy General Manager of IT System Division of
the Company
Managing Director of the Company (current position)
Director in charge of Group Digital/IT Systems and General Manager
of Digital/CRM Promotion Office of the Company
Director of the Company in charge of Group IT Systems (current
position)■ Reasons for nomination as candidate for Director
Mr. Norio Terui joined the Company in 2015 and has been in charge of information
systems since becoming a Director in 2018. Shareholders are asked to reelect Mr.
Terui in order to use this experience and knowledge as well as his broad range ofexperience from working for many years at other companies for importantmanagement decisions and the oversight of the management of business operations.

6

Keita
Nagemoto■ Brief career history
Apr. 1985
Jun. 2007
Oct. 2010
Sep. 2016

Reelection

Date of Birth
May 26, 1961
Current Positions and Responsibilities
Managing Director in charge of Group
Strategy and General Manager of
President’s Office
Number of the Company shares held
11,900 shares
Attendance at the Board of Directors
Meetings
100% (12/12 times)

Apr. 2017
Jun. 2019

Jun. 2020

Joined the Company
Executive Officer, General Manager of Strategic Planning Office of
the Company
Director of ANNIVERSAIRE INC.
Executive Officer, General Manager of President’s Office of theCompany
Managing Executive Officer of the Company
Managing Director of the Company (current position)
Director in charge of Group Strategy and General Manager of
President’s Office of the Company (current position)
Chairman and Representative Director of ANNIVERSAIRE INC.
(current position)■ Significant concurrent positions
Chairman and Representative Director of ANNIVERSAIRE INC.
■ Reasons for nomination as candidate for Director
Mr. Keita Nagemoto has a broad range of business experience encompassing sales,
management strategies, public relations, President’s Office and other fields as well as
in the bridal and other businesses. Since becoming a Director in 2019, he has been in
charge of management strategies and the President’s Office. Shareholders are asked toreelect Mr. Nagemoto in order to use his experience and knowledge for importantmanagement decisions and the oversight of the management of business operations.

- 7 -

7

■ Brief career history

Hidekazu
Azuma
Reelection

Date of BirthAugust 26, 1965
Current Positions and Responsibilities
Managing Director
Number of the Company shares held
14,100 shares
Attendance at the Board of Directors
Meetings
100% (12/12 times)

Mar. 1988
Oct. 2005
Apr. 2008
Jun. 2012
Apr. 2016
Nov. 2018
Apr. 2019
Jun. 2019
Jun. 2021

Joined TORII (now AOKI Holdings Inc.)
Deputy General Manager of Marketing and Sales Promotion
Department, Men’s Apparel Business Division of TORII
Executive Officer, General Manager of Marketing and Sales
Promotion Department of AOKI Inc.
Executive Managing Director of AOKI Inc.
General Manager of Strategic Planning Office of AOKI Inc.
Executive Officer of VALIC Co., Ltd. (now KAIKATSU FRONTIER
Inc.)
Executive Vice President of VALIC Co., Ltd.
Managing Director of the Company (current position) in charge ofGroup Improvement Activities
President and Representative Director of KAIKATSU FRONTIER
Inc. (current position)■ Significant concurrent positions
President and Representative Director of KAIKATSU FRONTIER Inc.
■ Reasons for nomination as candidate for Director
Mr. Hidekazu Azuma has experience involving sales and other business operations
and the management of group companies. Since becoming a Director in 2019, he has
been in charge of group improvement activities. Shareholders are asked to reelect Mr.
Azuma in order to use his experience and knowledge for important management
decisions and the oversight of the management of business operations.

8■ Brief career history

Minoru Inagaki
Reelection

External

Independent

Date of BirthAugust 29, 1947
Current Positions and Responsibilities
Director
Number of the Company shares held
141,220 shares
Attendance at the Board of Directors
Meetings
100% (12/12 times)

Jun. 1979
Aug. 1982
Feb. 1986
Oct. 1987
Jun. 2014

Joined PricewaterhouseCoopers (PwC)
Registered as certified public accountant
Corporate Auditor of the Company
Standing Corporate Auditor of the Company
Director of the Company (current position)■ Significant concurrent positions
Certified public accountant■ Reasons for nomination as candidate for External Director andsummary of expected roles
Mr. Minoru Inagaki has experience as a certified public accountant and extensive
professional knowledge and outstanding insight concerning management. Although
he has had no direct involvement with corporate management, shareholders are asked
to reelect Mr. Inagaki because he can use his knowledge and experience for theoversight of the management of business operations from an objective perspectivethat is independent from the management team that conducts business operations. In
addition, by providing advice as needed concerning measures to increase corporate
value, Mr. Inagaki is expected to further increase the thoroughness of discussions at
meetings of the Board of Directors.

- 8 -

9

■ Brief career history

FemaleYoko Ohara
Reelection

External

Independent

Date of Birth
October 7, 1938
Current Positions and Responsibilities
Director
Number of the Company shares held
Attendance at the Board of Directors
Meetings
100% (12/12 times)

10

Jun. 1994
Mar. 1999
Mar. 2000
May 2008
Apr. 2009
Jul. 2013
Jun. 2015

Joined Asahi Chemical Industry Co., Ltd. (now Asahi Kasei
Corporation)
Director of Asahi Research Center Co., Ltd.
President of IFI (the Institute for the Fashion Industries) Business
SchoolDirector of Avon Products Co., Ltd.
Director of Ryohin Keikaku Co., Ltd.
Honorary President of IFI Business School
Representative Director of Women’s Empowerment in Fashion
Director of the Company (current position)■ Reasons for nomination as candidate for External Director
and summary of expected roles
Shareholders are asked to reelect Ms. Yoko Ohara in order to use her many years ofexperience in corporate management and other fields for the oversight of the
management of business operations by using an objective and independent
perspective. In addition, she is expected to use her extensive knowledge andexperience about the fashion industry, backed by more than 50 years of experience inthis industry and insight regarding changes in the retail industry, to provide valuableadvice.

■ Brief career history

MitsuoTakahashi
Reelection

Apr. 1962

External

Apr. 1977
Jun. 1990
Jul. 1997

Independent

Date of BirthMarch 10, 1955
Current Positions and Responsibilities
Director
Number of the Company shares held
35,000 shares
Attendance at the Board of Directors
Meetings
100% (9/9 times)

Sep. 1997
Sep. 2005
Sep. 2019
Oct. 2020Feb. 2021
Jun. 2021

Joined the Company
Director of the Company
Joined Don Quijote Co., Ltd. (now Pan Pacific International Holdings
Corporation)
General Manager of Administration Headquarters of Don Quijote Co.,Ltd.
Director of Don Quijote Co., Ltd.
Senior Managing Director and CFO of Don Quijote Co., Ltd.
Senior Managing Executive Officer and CFO of Pan PacificInternational Holdings Corporation
Advisory Member of Pan Pacific International Holdings Corporation
External Director of MIG Holdings Ltd. (current position)
Director of the Company (current position)■ Significant concurrent positions
External Director of MIG Holdings Ltd.
■ Reasons for nomination as candidate for External Director
and summary of expected roles
Mr. Mitsuo Takahashi has many years of experience and extensive knowledge
involving the Company’s fashion business and business operations at othercompanies. Shareholders are asked to reelect Mr. Takahashi for the oversight of the
management of business operations by using an objective and independent
perspective. In addition, he is expected to use his broad experience at other companies
to provide valuable advice concerning corporate organizational reforms, the growth ofcorporate value and other subjects.

- 9 -

11

■ Brief career history

EiichiNakamura
New

External

Independent

Date of Birth
January 17, 1956
Current Positions and Responsibilities
Number of the Company shares held
Attendance at the Board of Directors
Meetings-

Apr. 1979
Apr. 2005

Apr. 2010
Jun. 2015

Apr. 2018
Jun. 2020
Jun. 2021

Joined Itoman Co., Ltd. (now NIPPON STEEL TRADINGCORPORATION)
Executive Officer, General Manager of Men’s Wear Department 2 of
Sumikin Bussan Corporation (now NIPPON STEELTRADING CORPORATION)Managing Executive Officer, Representative in China, Sumikin
Bussan Corporation
Director and Managing Executive Officer of NIPPON STEEL &SUMIKIN BUSSAN CORPORATION (now NIPPON STEELTRADING CORPORATION)
Director and Senior Managing Executive Officer of NIPPON STEEL& SUMIKIN BUSSAN CORPORATION
Advisor of NIPPON STEEL TRADING CORPORATION
Resigned from Advisor of NIPPON STEEL TRADINGCORPORATION■ Reasons for nomination as candidate for External Director
and summary of expected roles
Mr. Eiichi Nakamura has many years of experience as an executive in the apparelindustry and at other companies and extensive knowledge about this industry.
Shareholders are asked to elect Mr. Nakamura for the oversight of the management ofbusiness operations by using an objective and independent perspective. In addition, heis expected to use his broad experience at other companies to provide valuable advice
concerning reforms of the Company’s businesses, measures for the growth ofcorporate value and other subjects.

12■ Brief career history

FemaleSonokoSuganoNew

External

Independent

Date of Birth
November 26, 1978
Current Positions and Responsibilities
Number of the Company shares held
Attendance at the Board of Directors
Meetings-

Oct. 2004
Oct. 2004
Apr. 2010

Registered as an attorney at law
Joined Tokyo Godo Law Office
Joined Toyonaka Law Office (current position)■ Significant concurrent positions
Attorney■ Reasons for nomination as candidate for External Director
and summary of expected roles
Ms. Sonoko Sugano is an attorney with extensive knowledge and insight concerning
legal matters, which gives her the skills required to properly perform the duties of anExternal Director. Although she has had no direct involvement with corporate
management, shareholders are asked to elect Ms. Sugano because she can use her
knowledge and experience as an attorney for the oversight of the management ofbusiness operations from an objective perspective that is independent from the
management team that conducts business operations. In addition, by providing advice
as needed concerning corporate governance and the growth of corporate value, Ms.
Sugano is expected to further increase the thoroughness of discussions at meetings ofthe Board of Directors.
Note: Ms. Sonoko Sugano’s name on her family register is Sonoko Mori.

■ Policy and procedure for the selection of candidates
Director candidates are selected by using two standards that take into consideration the need for the proper overall balanceof knowledge, experience and skills for the Board of Directors. The first is the selection of individuals who excel in terms
of professional knowledge and corporate ethics and are able to reach decisions with speed and accuracy. The second is theselection of individuals who will have a firm commitment to the management philosophy of the AOKI Group. The
procedure for the selection of candidates begins when the Nomination and Remuneration Committee is asked to provide
advice concerning proposed candidates. The recommendations of this committee are then submitted to the Board of
Directors for final decisions.

- 10 -

Skill Matrix
Expected areas of expertise
Name

Current position

Corporate
management

Sales/
MarketingAkihiro Aoki

President andRepresentative Director●

Haruo Tamura

Executive Vice President

Akira Shimizu

Executive Vice President

Masamitsu Aoki

Managing Director

Norio Terui

Managing Director

Keita Nagemoto

Managing Director

Hidekazu Azuma

Managing Director

●
●
●
●
●
●
●

Minoru Inagaki

Director

Yoko Ohara

Director

Mitsuo Takahashi

Director

Eiichi Nakamura-

Sonoko Sugano

-

●
●
●
●
●

●
●

●

IT/Digital

Finance/
Accounting

Legal

●
●
●
●
●

Note: This skill matrix covers skills and experience where individuals can utilize their professional knowledge and is notintended to encompass all of the knowledge of these individuals.

- 11 -