This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 9956
June 12, 2023
(Date of commencement of electronic provision measures) June 7, 2023
To Shareholders with Voting Rights:
Takayuki Koike
Acting President
Valor Holdings Co., Ltd.
180-1 Oi-cho, Ena-shi, Gifu, JapanNOTICE OF
THE 66TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our sincere appreciation for your continued support.
We hereby inform you that the 66th Annual General Meeting of Shareholders of Valor Holdings Co.,
Ltd. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken electronic provision
measures, which provide information contained in the Reference Documents for the General Meeting of
Shareholders, etc. (the “matters subject to electronic provision measures”) in electronic format, and has
posted this information as the “Notice of the 66th General Meeting of Shareholders” on the Company
website on the Internet. Please access the Company website to review the information.
The Company website: https://valorholdings.co.jp/ir/event/meeting.html (in Japanese)(Search on the web for “Valor Holdings general meeting of shareholders”)
Thursday, June 29, 2023 at 10:00 a.m., Japan time
Grand Hall, Valor Culture Hall (Tajimi-shi Bunka Kaikan)
2-8 Jukuta-cho, Tajimi-shi, Gifu, Japan* The venue is different from the previous year.
* Please note there will be no souvenirs for attendees. We appreciate your understanding.
3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 66th Fiscal Year (April 1, 2022 - March 31, 2023) and theresults of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 66th Fiscal
Year (April 1, 2022 - March 31, 2023)
Proposal to be resolved:
Election of Eleven (11) Directors (Excluding Directors who are Audit &Proposal 1:
Supervisory Committee Members)
Renewal of Measures to Respond to Large-scale Purchases of the
Proposal 2:Company’s Shares (Takeover Defense Measures)
1. Date and Time:
2. Place:-1-4. Matters Determined upon Convocation(1) Among the matters subject to electronic provision measures, the following matters will not beprovided in the paper copy to shareholders who made a request for delivery of documents inaccordance with the provisions of laws and regulations and Article 17 of the Articles ofIncorporation of the Company. Accordingly, the paper copy to be delivered to shareholders who
made a request for delivery of documents constitutes only part of the documents audited by the
Audit & Supervisory Committee and the Accounting Auditor in preparing the audit reports.
I. Of the matters to be presented in the Business Report:“System to Ensure the Appropriateness of Business Operations and Operation Status of the
System” and “Basic Policy on the Control of the Company”
II. Consolidated Statement of Changes in Net Assets
III. Notes to the Consolidated Financial Statements
IV. Non-consolidated Statement of Changes in Net Assets
V. Notes to the Non-consolidated Financial Statements(2) In addition to posting matters subject to measures for electronic provision on the Company
website, the Company has also posted this information on the website of Tokyo Stock Exchange(TSE Listed Company Search).
To see the information, go to the URL below, enter “Valor Holdings” in “Issue name (company
name)” or its securities code “9956” in “Code,” and click on “Search.” Then, click on “Basic
information” and select “Documents for public inspection/PR information.”
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(3) Any amendment to the matters subject to electronic provision measures will be posted on the
Company’s website and the TSE website on the Internet.
(4) If you exercise your voting rights both by mail and via the Internet, etc., the exercise of yourvoting rights via the Internet, etc. will be valid. Also, if you exercise your voting rights more thanonce via the Internet, etc., the last exercise of your voting rights will be valid.
(5) For each proposal, if there is no indication of an approval or disapproval on the returned voting
rights exercise form, the vote shall be treated as an approval.

◼

If you attend the meeting in person, please submit the enclosed Voting Rights Exercise Form to thereception desk when you arrive at the venue.

If you are unable to attend the meeting in person, you may exercise your voting rights via thesmartphone or Internet, or in writing. Please review the Reference Documents for the General
Meeting of Shareholders, and exercise your voting rights by 5:00 p.m., Wednesday, June 28, 2023m
Japan time.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal 1: Election of Eleven (11) Directors (Excluding Directors who are Audit & Supervisory
Committee Members)
The terms of office of all Directors (excluding Directors who are Audit & Supervisory Committee
Members) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, theCompany proposes to elect eleven (11) Directors, increasing the number of Directors by one (1).
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members)
are as follows.

No.

Main positions and responsibilities
at the Company

Name

Attendanceat Board of
Directors
meetings

1[Reappointment]

Masami Tashiro

Chairman & CEO

12/12(100%)

2[Reappointment]

Takayuki Koike

Acting President

12/12(100%)

3[Reappointment]

Katsuyuki Mori

Senior Managing Director(President, Valor Co., Ltd.)

12/12(100%)

4[Reappointment]

Akira ShinohanaManaging Director and General Manager,
Administration Headquarters

12/12(100%)

5[Reappointment]

Satoshi Yoneyama

Director and General Manager, LuVit
Business Department (CEO, Valor
Financial Service Co., Ltd.)

11/12
(92%)

6

[Reappointment]

Morisaku Wagato

Director(President, Alleanza Holdings Co., Ltd.)

12/12(100%)

7[Reappointment]

Motohiko Takasu

Director(CEO, Chubu Yakuhin Co., Ltd.)

12/12(100%)

8[New appointment]

Naotaka Koketsu

CEO, Chubu Foods Co., Ltd.

9

[Reappointment]

Shunichi Asakura

Director(Chairman & CEO, Alleanza Holdings
Co., Ltd.)

12/12(100%)

10[Reappointment]

Toshiyuki Takahashi Outside Director, Independent Director

12/12(100%)

11[New appointment]

Yoko Yamashita

Outside Director, Independent Director

-3-

–

–

No.

Name
(Date of birth)

Masami Tashiro(June 9, 1947)[Reappointment]

Career summary, positions and responsibilities
April 1977

Joined the Company

November 1979

Director, the Company

November 1984
October 1990

Managing Director, the Company
Senior Managing Director, the Company

June 1994
April 2015

CEO, the Company
Chairman & CEO, the Company (current)

Number ofshares of theCompany held

1,389,846[Significant concurrent positions]1• Chairman and CEO, Valor Co., Ltd.
• Chairman and CEO, AXTOS Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Masami Tashiro has a wealth of experience, achievements and insight as a corporate executive, as he hasserved as CEO of the Company since 1994 while also serving as Representative Director of a Group subsidiary.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.
April 1995

Joined the Company

January 2005
May 2008

General Manager, President’s Office, the Company
General Manager, Logistics Department, theCompanyCEO, Chubu Kosan Co., Ltd. (current)

April 2018
January 2019
Takayuki Koike(September 20, 1972)[Reappointment]
2June 2019
April 2020
August 2022

General Manager, IT Strategy Office and General
Manager, Information System Department, theCompany

4,866

Director, the Company (current)
General Manager, Retail Technology Headquarters,
the Company (current)
Acting President, the Company (current)[Significant concurrent positions]• CEO, Chubu Kosan Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Takayuki Koike has a wealth of experience, achievements and insight, having promoted the management of
the Company’s group as acting president since August 2022, as well as serving as Representative Director of alogistics business subsidiary of the Group and the head of the Company’s information system department.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.

-4-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
May 1992

Joined Marudai Tachiya Co., Ltd. (currently
Tachiya Co., Ltd.)

January 2006
January 2007

CEO, Tachiya Co., Ltd.
CEO, Sun Friend Co., Ltd (currently SyokusenkanTaiyo Co., Ltd.)

June 2015
April 2018

Director, the Company
Chairman, Tachiya Co., Ltd. (current)Managing Director and General Manager, SM
Business Administration Headquarters, Valor Co.,Ltd.

January 2019

Senior Managing Director and General Manager,
SM Business Administration Headquarters, Valor
Co., Ltd.
President, Valor Co., Ltd. (current)
Senior Managing Director, the Company (current)

Katsuyuki Mori
(June 22, 1961)[Reappointment]
3June, 2022

Number ofshares of theCompany held

10,242[Significant concurrent positions]• President, Valor Co., Ltd.
• Chairman, Tachiya Co., Ltd.
• Chairman, YAOSEN Co., Ltd.
• Chairman, YAMATA Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Katsuyuki Mori has experience, achievements and insight in the management of the Group, as he has
concurrently served as Representative Director of the Company’s supermarket business subsidiaries since 2006.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.

-5-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
May 2006

Joined the Company

February 2011

General Manager, SM Sales Department, theCompany

June 2014
April 2015

Director, the Company
Managing Director, the Company (current)
General Manager, Administration Headquarters,
the Company

October 2015

General Manager, General Affairs & Human
Resources Department and General Manager, Risk
Management Department, the Company
General Manager, General Affairs & Human
Resources Department, the Company

Akira Shinohana(September 25, 1972) January 2017
[Reappointment]
4

September 2019

General Manager, General Affairs Department, theCompany

April 2020

General Manager, Administration Headquarters
and General Manager, Finance Department, theCompany (current)

Number ofshares of theCompany held

13,345[Significant concurrent positions]• CEO, Chubu Agri Co., Ltd.
• CEO, Valor Agency Co., Ltd.
• CEO, Valor Max Co., Ltd.
• Chairman, Gito Family Department Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Akira Shinohana has experience, achievements and insight in the management of the Group, as he served as
the head of the sales department of the Company’s supermarket business and the head of the Company’s
administrative department, and concurrently served as Representative Director of Group subsidiaries.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.

-6-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1996

Joined Accenture Japan Ltd

September 2006
April 2011

Joined Kurt Salmon Associates
Executive Officer, General Planning Office,Watami Co., Ltd.
Joined the Company
General Manager, SM Business Administration
Headquarters, the Company
Director, the Company (current)

January 2014
April 2015

Satoshi Yoneyama(August 13, 1972)[Reappointment]
5June 2015
October 2015

Director and General Manager, Business
Administration Headquarters, Valor Co., Ltd.

May 2018

General Manager, General Planning Office, theCompany

July 2018

General Manager, LuVit Business Department, theCompany (current)
General Manager, Organizational Transformation
Office, the Company (current)

June 2020
December 2021

Number ofshares of theCompany held

3,327

CEO, Valor Financial Service Co., Ltd. (current)[Significant concurrent positions]• CEO, Valor Financial Service Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Satoshi Yoneyama has experience, achievements and insight in the management of the Group, as he worked
as a management consultant and engaged in the management of other companies, and also served as the head of
the Company’s supermarket business subsidiary, and the head of the Company’s card business.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.

-7-

No.

Name
(Date of birth)

Morisaku Wagato(May 4, 1959)[Reappointment]
6

Career summary, positions and responsibilities
December 1983

Joined Fujiya Co., Ltd.

January 2000

General Manager, HC Product Department, theCompany

July 2004

General Manager, HC Sales Department, theCompany

June 2011
January 2014

Director, the Company (current)
General Manager, HC Sales Department, theCompanyCEO, Home Center Valor Co., Ltd. (current)
Executive Vice-President, Alleanza Holdings Co.,Ltd.

June 2015
April 2019
May 2023

Number ofshares of theCompany held

19,827

President, Alleanza Holdings Co., Ltd. (current)[Significant concurrent positions]• President, Alleanza Holdings Co., Ltd.
• CEO, Home Center Valor Co., Ltd.
• CEO, FIRST Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Morisaku Wagato has experience, achievements and insight in the management of the Group, as he served
as the head of the sales department and product department of the Company’s home improvement center
business and has concurrently served as the Representative Director of Group subsidiaries.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.

Motohiko Takasu(January 22, 1974)[Reappointment]
7

April 1996

Joined Chubu Yakuhin Co., Ltd.

March 2011

General Manager, Product Department, Chubu
Yakuhin Co., Ltd.

January 2012

General Manager, Business Headquarters, Chubu
Yakuhin Co., Ltd.
Director, Chubu Yakuhin Co., Ltd.
Managing Director, Chubu Yakuhin Co., Ltd.
Director, the Company (current)
CEO, Chubu Yakuhin Co., Ltd. (current)

June 2013
June 2015
June 2017
April 2018

2,473

[Significant concurrent positions]• CEO, Chubu Yakuhin Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Motohiko Takasu has experience, achievements and insight in the management of the Group, as he has
concurrently served as Representative Director of the Company’s drugstore business subsidiary.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.

-8-

No.

Name
(Date of birth)

Naotaka Koketsu(November 9, 1963)

Career summary, positions and responsibilities
April 1987

Joined the Company

January 2004

Section Manager, SM Product Department 1st
Section, the Company

June 2012

General Manager, Product Department, Chubu
Foods Co., Ltd.

October 2013

General Manager, Product Development
Department, Chubu Foods Co., Ltd.

April 2014

General Manager, Delicatessen Business
Department and Product Development Department,
Chubu Foods Co., Ltd.
Executive Officer, Delicatessen Business
Department and Product Development Department,
Chubu Foods Co., Ltd.
CEO, Chubu Foods Co., Ltd. (current)[New appointment]
April 20158
April 2019

Number ofshares of theCompany held

3,773

[Significant concurrent positions]• CEO, Chubu Foods Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Naotaka Koketsu has experience, achievements and insight in the management of the Group, as he hasserved as Representative Director of the Company’s subsidiary engaged in the production and sale of preparedfoods and other products handled by the Group based on his experience in supermarket operations and productprocurement of the Company.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.

Shunichi Asakura(January 18, 1950)[Reappointment]
9

April 1976

Established Asakura Inc. (currently Daiyu EightCo., Ltd.)
CEO, Asakura Inc.

June 1977
September 2016

CEO, Daiyu Eight Co., Ltd. (change in trade name)
Chairman, Daiyu LIC Holdings Co., Ltd. (currently
Alleanza Holdings Co., Ltd.)
Director, the Company (current)
Chairman & CEO, Daiyu Eight Co., Ltd. (current)

June 2019
March 2023
May 2023–

Chairman & CEO, Alleanza Holdings Co., Ltd.
(current)[Significant concurrent positions]• Chairman & CEO, Alleanza Holdings Co., Ltd.
• Chairman & CEO, Daiyu Eight Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Shunichi Asakura founded a home improvement center business company in 1976, and has experience,achievements, and insight in leading the expansion of business as the company’s chief executive.
The Company has nominated him as a candidate for Director, because, in view of his experience andachievements, he is considered suitable for promoting the Company’s group management and strengthening thecorporate governance of the Company.

-9-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1974

Joined Ajinomoto Co., Inc.

June 2003

Corporate Executive Officer, General Manager,
Tokyo Branch, Ajinomoto Co., Inc.
Full-time Advisor, CALPIS Co., Ltd.
Director and Senior Managing Executive Officer,
CALPIS Co., Ltd.
Advisor, Ajinomoto Co., Inc.

Toshiyuki Takahashi June 2006
(December 11, 1950) June 201110

[Reappointment][Outside Director][Independent
Director]

October 2012
June 2013

Audit & Supervisory Board Member,
AJINOMOTO FROZEN FOODS Co., Inc.

June 2015

Retired from AJINOMOTO FROZEN FOODS
Co., Inc.

June 2021

Outside Director, the Company (current)

Number ofshares of theCompany held–

[Reason for nomination as a candidate for Director and expected roles]
Mr. Toshiyuki Takahashi has a wealth of experience and achievements in the food manufacturing industry as
well as experience, achievements and insight in corporate management.
The Company has nominated him as a candidate for Outside Director, because, in view of his experience andachievements, he is considered suitable for promoting the Company’s group management and strengthening thecorporate governance of the Company.

Yoko Yamashita(July 25, 1978)

11[New appointment][Outside Director][Independent
Director]

October 2005

Admitted to the bar (Aichi Bar Association)
Joined Kochi Law Office

April 2010

Attorney-at-Law, Obama Himawari Foundation
Law OfficePartner, Attorney-at-Law, Imaike Law Office(current)

June 2012–[Significant concurrent positions]• Partner, Attorney-at-Law, Imaike Law Office[Relations between the Company and the companies where thecandidate holds concurrent positions]• There are no special relations.

[Reason for nomination as a candidate for Director and expected roles]
Ms. Yoko Yamashita is a licensed attorney. In addition to her legal practice, she is also active in a wide range ofactivities, including lecturing at local seminars and serving on councils.
The Company has nominated her as a candidate for Outside Director, because, in view of her experience andachievements, she is considered suitable for promoting the Company’s group management and strengthening
the corporate governance of the Company.
Notes: 1. There are no special interests between each of the candidates and the Company.
2. Mr. Toshiyuki Takahashi and Ms. Yoko Yamashita are candidates for Outside Directors.
Pursuant to the rules of the Tokyo Stock Exchange and the Nagoya Stock Exchange, the Company has
notified these exchanges that the two candidates for Outside Directors are independent officers.
3. The corporations referred to in the section “Significant concurrent positions” for each candidate except
for Ms. Yoko Yamashita are the Company’s subsidiaries or affiliates.
4. Ms. Yoko Yamashita, a candidate for Outside Director, uses “Yoko Yamashita” as her name in her
professional life. Her name on the official family register is “Yoko Miyazaki.”- 10 -

5. Mr. Toshiyuki Takahashi will have served as Outside Director of the Company for two (2) years, at theconclusion of this General Meeting of Shareholders.
6. The Company entered into the liability limitation agreement with Mr. Toshiyuki Takahashi as Outside
Director. If this proposal is approved, and Mr. Toshiyuki Takahashi and Ms. Yoko Yamashita are
appointed as Outside Directors, the Company plans to enter into the aforesaid liability limitationagreement with them. The outline of the agreement is as follows:• In the event that Directors are held liable for damages that arise from negligence in performing theirduties, the Directors shall be liable for such damages up to the minimum liability amount stipulated in
Article 425, Paragraph 1, of the Companies Act.
• The above limitation of liability shall apply only if the Directors acted in good faith and without grossnegligence in the performance of their duties that caused such liability.
7. The Company has concluded with an insurance company a directors and officers liability insurance
agreement stipulated in Article 430-3, Paragraph 1, of the Companies Act that covers all of the Directorsof the Company as the insured.
In the event that claims for damages are made against the insured persons due to the acts in the course of
their duties as Directors of the Company, the said liability insurance agreement shall compensate forlegal damages and litigation expenses to be borne by the insured. All of the premiums for the liability
insurance agreement are borne by the Company.
However, there are certain exemptions; for example, damage caused as a result of any conduct
committed while knowing that the conduct is in violation of laws and regulations shall not be covered.
If this proposal is approved, each candidate for Director will be covered by the said liability insurance
agreement as the insured. Also, the Company plans to renew the said liability insurance agreement withthe same details during their terms of office.

- 11 -

Proposal 2: Renewal of Measures to Respond to Large-scale Purchases of the Company’s Shares(Takeover Defense Measures)
The Company introduced the “Measures to Respond to Large-scale Purchases of the Company’s
Shares (Takeover Defense Measures)” upon receiving the approval of shareholders at the 51st Annual
General Meeting of Shareholders of the Company held on June 26, 2008. Furthermore, these measures
were renewed with the approval of shareholders at the 63rd Annual General Meeting of Shareholders of
the Company held on June 26, 2020 (the Takeover Defense Measures after this fourth renewal are
hereinafter referred to as the “Former Plan”).
The Former Plan will expire at the conclusion of this Annual General Meeting of Shareholders.
In a meeting held on May 12, 2023, the Board of Directors of the Company (hereinafter referred to as
the “Board”) unanimously agreed and decided to revise and renew the Former Plan as detailed in the
Appendix, subject to the approval of shareholders at this Annual General Meeting of Shareholders (theTakeover Defense Measures after this fifth renewal are hereinafter referred to as the “Plan”). Changes
have been made to the contents of the Former Plan, including the addition of acts of large-scalepurchases subject to the Plan, the clarification of the period for evaluation by the Board, additions to theNecessary Information, additions to the exceptions to the requirements for a resolution of a Shareholder
Referendum Meeting, and the addition of clauses regarding the acquisition of share acquisition rights
pertaining to the Takeover Defense Measures.
The Board meeting at which the detailed contents of the Plan were decided was attended by all
Directors who are Audit & Supervisory Committee Members, all of whom expressed their opinions infavor of the Plan on the condition that the detailed implementation of the Plan would be conducted
properly.
The Company hereby requests that the shareholders approve this proposal by a majority of voting
rights of shareholders present (including voting rights exercised in writing or via the Internet, etc. inadvance) in order to ensure that the shareholders’ will for the Plan are reflected appropriately.

- 12 -

(Appendix)
I.

Basic Policy regarding the persons who control the Company’s decisions on financial andbusiness policies

The Company believes that the persons who control the Company’s decisions on financial andbusiness policies must fully understand the source of corporate value as a group, the broad expertise andwealth of experience possessed by the Group, and the relationships that the Group has built with its
stakeholders, including customers, business partners, and employees, and that they must be persons whowill secure and enhance the corporate value of the Company and the common interests of its shareholders
over the medium to long term.
The Board will not oppose any Large-scale Purchases (as defined in III.2.(3)(i) below; the same shallapply hereinafter) of share certificates, etc. of the Company if that purchase would increase the corporate
value of the Company and enhance the common interests of its shareholders. The Company believes thata decision on a purchase offer that involves a transfer of control of the Company should ultimately bebased on the will of all shareholders.
However, in recent years, the capital market in Japan has seen many cases of Large-scale Purchases ofshares that do not benefit the corporate value of the target company or the common interests of its
shareholders. These include cases in which, given the purpose of the purchase, it clearly has the potential
to damage the enhancement of the target company’s corporate value and the common interests of its
shareholders, cases in which the shareholders may effectively be coerced into selling their own shares,
and cases in which not enough time or information was provided for the target company’s board of
directors or the shareholders to consider the details of the Large-scale Purchase or for the board of
directors to present alternative proposals.
The Company believes that any person making this kind of Large-scale Purchase that would notbenefit the Company’s corporate value or the common interests of its shareholders is not an appropriate
person to control the Company’s decisions on financial and business policies and that it is necessary tosecure the Company’s corporate value and the common interests of its shareholders by implementing
necessary and appropriate countermeasures against Large-scale Purchases of the Company’s shares bysuch persons.
II. Special initiatives to contribute to realizing the Basic Policy
1.

Management policy and environment(i) Corporate philosophy
The Valor Group has defined its philosophy, “Creation, Advance & Challenge” in mission
statements. Shared with all the employees since 1958, they have been considered as guiding
principles in management.
Mission statement
All the employees of the Valor Group should be aware of its social responsibilities foradvancement of local communities and culture. To fulfill them, we perform our duties sincerely; setchallenging goals in the spirit of the philosophy “Creation, Advance & Challenge;” and put together
our wisdom and power. There is only one truth, “Pursuing prosperity is good.”- 13 -

(ii) Management strategy
The Valor Group operates a diverse range of businesses, including supermarkets, drugstores,
home improvement centers, and sports clubs. Behind this is the fact that, as the Group has expanded
its business from the suburbs, it has sought management stability by underpinning earnings in a
multiple businesses through connections with customers to meet a broad range of local needs. With
the aim of building a business model as a manufacturing and retailing company that integrates theentire process from sourcing to retailing, the Group strives to improve the efficiency of its
distribution networks and enhance the appeal of its products by developing infrastructure, such as
production and processing bases and distribution centers, and fulfilling an intermediary distributionfunction. The Group is also working to enhance corporate value while creating synergies with a
combination of management resources, including developing commercial facilities that combine
multiple business formats and leveraging its intermediary distribution function across the entire
Group.
2.

Medium- to long-term Management Policy

On May 12, 2021, the Group established “Valor Group Vision 2030” and “Sustainability Vision
2030,” our medium- to long-term management policies with an eye to the year 2030, and to bring theseto reality, formulated a new three-year medium-to long-term management plan, the “Valor GroupFY2021-2023 Strategic Plans.” The following is an overview of the medium- to long-term management
policy.
Medium- to long-term Management Policy (FY2021–FY2029)(i) Vision• Valor Group Vision 2030
Our aim is to build a “Valor Economic Zone” that connects local communities conveniently
and prosperously with the Valor Group’s products, services, and payments and become a“destination company,” that is chosen through the appeal of products. To realize this goal, we
will strengthen our connections with customers and evolve our business model as amanufacturing and retailing company.
• Sustainability Vision 2030
The Valor Group will contribute to the development of local communities and theadvancement of social life and culture based on the efforts of all its employees, and through its
business activities that lead to the realization of a sustainable society.
(ii) Evolving our business model
Today we have a sales network of more than 1,200 stores, including supermarkets, drugstores,
home improvement centers, and others, which gives us the advantage of being in close proximity to
our customers. In the future, though, we will strengthen connections with our customers not only
through our stores, but also through e-commerce (EC) and our own electronic money, Lu Vit. In
addition to making our manufacturing capabilities more robust, the transition to a destinationcompany will require the establishment of an efficient supply chain that can accommodate theexpansion of procurement and manufacturing bases and collaboration with partners. For this reason,
we will work to evolve our business model by linking information through digital transformation(DX).

- 14 -

(iii) Basic policy
1)

Connections with products• In creating a “destination store,” we will provide appealing products that are only available
from the Valor Group.
• We will work on transition from a store-based distribution network to an efficient supply
chain infrastructure that covers all functions of procurement, production, etc.

2)Connections with customers• In addition to sales at stores, we will focus on leveraging e-commerce (EC) and the Lu Vit
Card and app.
• We will set out and engage in two priority areas for our EC strategy: “Company as dominant
force in EC,” in which we will primarily deploy our own management resources in regions
where our core business is dominant; and “Wide-area collaborative EC,” in which we willuse collaborations to complement technologies that we lack ourselves, such as the webbased supermarket business launched in summer 2021 with Amazon Japan G.K. In the“Company as dominant force in EC” area in particular, we will respond to local issues while
maintaining multiple connections through the ainoma online supermarket service delivering
to offices, drive-through pick-up service, and other non-store sales businesses.

3)

Management that is conscious of ties with society• We will further enhance the governance of Group management, which is a defining featureof the Company, by improving the Board effectiveness and ensuring the transparency ofmanagement, as well as strengthening the supervision of Group companies.
• The Group considers “global environment,” “local communities,” and “diversity of humanresources” as its three priority areas for the business model. We have established six
subcommittees (reduction of food waste and promotion of resource recycling, climatechange countermeasures and water management, reduction of waste and promotion ofrecycling, solutions to shopping issues and support for health promotion, contribution to
local communities, and support for a diversified workforce in HR system) for the entire
Group workforce to engage in these areas.

(iv) Medium- to long-term quantitative targets (FY2029)• ScaleRevenues from operations:Operating income:Ordinary income:Over ¥1 trillion
Over ¥48.0 billion
Over ¥50.0 billion• Efficiency
ROIC (Return On Invested Capital):

9%Note: ROIC is calculated as follows: Operating income after tax (using the income tax burden
ratio after the application of tax effect accounting) / (interest-bearing debt + shareholders’equity + non-controlling interests)(v) Sustainability KPI (FY2029)• Realization of a decarbonized society
Criteria:

40% reduction in gross volume of greenhouse gas emissions in the supply chain(compared to FY2020)• Reduction of food waste
Criteria:

45% reduction in food waste generation from 18,983t (FY2016 result).

- 15 -

3.

Corporate governance initiatives

In response to the Corporate Governance Code that has applied since June 2015, the Company
established its Basic Policy on Corporate Governance and updates its Corporate Governance Report,
which describes the status of the Company’s response, as its contents change, submitting it to Tokyo
Stock Exchange, Inc.
With the approval of the 58th Annual General Meeting of Shareholders held in June 2015, theCompany transitioned to a holding company structure in October 2015. With this transition, theCompany assumes the Group’s strategic functions with the aim of maximizing corporate value throughoptimal allocation of management resources and oversight functions over the business execution ofoperating companies to promote the strengthening of governance. The Company also strives for fasterbusiness execution and stronger oversight functions by reviewing the organizational structures of theholding company and operating companies and clarifying their responsibilities and authorities. To
achieve faster business execution, we have established the Group Management Executive Committee,
where decisions are made on investment projects and management issues of operating companies are
discussed.
With the approval of the 59th Annual General Meeting of Shareholders held in June 2016, theCompany transitioned to a company with Audit & Supervisory Committee System, establishing a
structure for the further strengthening of corporate governance.
The Board consists of 14 members, including 10 Directors who are not Audit & Supervisory
Committee Members (including two (2) Outside Directors), who conduct oversight of the Group
companies, the business execution of the holding company and the business execution of operatingcompanies, and four (4) Directors who are Audit & Supervisory Committee Members (including three(3) Outside Directors). Subject to the approval of Proposal 1 to be resolved at this Annual General
Meeting of Shareholders (“this Shareholder Meeting”), the number of Directors who are not Audit &Supervisory Committee Members will be 11 (including two (2) Outside Directors). The Company
notified Tokyo Stock Exchange, Inc. of five (5) Outside Directors as independent directors as stipulatedby the Exchange.
In addition, the Board has formed a Nomination and Compensation Committee, consisting of two (2)Directors and three (3) Outside Directors, to ensure the transparency of the Board.
III. Initiatives to prevent decisions on the Company’s financial and business policies from being
controlled by persons regarded as inappropriate according to the Basic Policy
1.

Purposes of the renewal to the Plan

As stated in I. Basic Policy above, the Company will not oppose an act of Large-scale Purchase itself
if such purchase will contribute to the enhancement of the corporate value of the Company and therealization of the common interests of its shareholders. However, the Company also cannot deny thepossibility that a Large-scale Purchase may be made with the aim of realizing short-term profits, focusing
on certain businesses and assets, without an understanding of the business model and other factors thatare the source of the corporate value of the Company.
In the event of a Large-scale Purchase under such circumstances, the Company believes that, in orderfor the shareholders to make an appropriate decision as to whether or not such a Large-scale Purchasewill contribute to the enhancement of the corporate value of the Company and the realization of thecommon interests of its shareholders and whether or not to accept the proposal for a Large-scale
Purchase of share certificates, etc., of the Company, it is essential that both the Large-scale Purchaser (asdefined in 2.(3)(i) below; the same shall apply hereinafter) and the Board provide appropriate andsufficient information and ensure a sufficient period of time for consideration. In addition, the Board- 16 -

believes that if it is necessary to change or improve the terms and methods of a Large-scale Purchasefrom the perspective of securing or enhancing the corporate value of the Company and the common
interests of its shareholders, it will be necessary to negotiate with the Large-scale Purchaser on the terms
and methods of the Large-scale Purchase and also to make alternative proposals to the shareholders, with
sufficient time secured for these purposes.
Based on this belief, the Company has decided to renew the Former Plan with the necessary revisions
and to propose the Plan as described below. The Plan requires a Large-scale Purchaser to comply with
the Plan and provides countermeasures to be applied when the Large-scale Purchaser fails to comply with
the Plan and when it is determined that the Large-scale Purchase would significantly damage thecorporate value of the Company and the common interests of its shareholders.
For the status of major shareholders of the Company as of March 31, 2023, please refer to the attached“Reference 1.” At the time of this release, the Company is not in receipt of any proposal for a Large-scale
Purchase.
2.

Details of the Plan

(1) Overview of the Plan
The Plan requires a Large-scale Purchaser to comply with prescribed procedures when the Large-scale
Purchaser embarks on a Large-scale Purchase of the Company’s shares. Under the Plan, when a Largescale Purchase does not comply with such procedures or, even if the purchase does comply with suchprocedures, when it is determined that such purchase would significantly damage the corporate value of
the Company and the common interests of its shareholders, as a general rule, share acquisition rights willbe allotted without consideration to the shareholders as a countermeasure against such Large-scale
Purchase. In addition, if it is deemed appropriate to trigger any other countermeasures permitted by theCompanies Act and other laws and by the Company’s Articles of Incorporation, the Company may adopt
such other countermeasures.
The share acquisition rights to be allotted pursuant to the Plan (hereinafter, the “Rights”) are expected
to be subject to, among other things, (i) exercise conditions that prohibit the exercise by the Large-scale
Purchaser and its related parties, (ii) an acquisition clause whereby the Company will issue shares of theCompany to the shareholders other than the Large-scale Purchaser and its related parties in exchange forthe acquisition of the Rights, and (iii) an acquisition clause whereby the Company will acquire the Rights
held by the Large-scale Purchaser and its related parties in exchange for other share acquisition rights
with certain exercise conditions and acquisition clauses as consideration (if so decided by the Board).
If the gratis allotment of the Rights is conducted, the ratio of voting rights held by the Large-scale
Purchaser and its related parties to the total voting rights of the Company may be significantly diluted,
due to these exercise conditions and acquisition clauses.
(2) Procedures for renewal to the Plan – Approval at this Shareholder Meeting
The Former Plan was approved at the 63rd Annual General Meeting of Shareholders held on June 26,
2020. In order to appropriately reflect the shareholders’ will, the renewal to the Plan is subject toapproval by resolution at this Shareholder Meeting.

- 17 -

(3) Procedures for triggering the Plan(i) Large-scale Purchases subject to the Plan
Unless otherwise stipulated by the Board, the Company will consider triggering countermeasuresin accordance with the Plan if any of the following acts or similar acts are taken or attempted to betaken (excluding those approved in advance by the Board. Any such act is hereinafter referred to asa “Large-scale Purchase,” and the party who conducts or intends to conduct a Large-scale Purchaseis hereinafter referred to as the “Large-scale Purchaser”).
i.

Any purchase of share certificates, etc.*1 issued by the Company that will cause the holder’s*2
ownership ratio*3 of share certificates, etc. to equal or exceed 20%ii.

Any purchase*4 of share certificates, etc.*5 issued by the Company that will cause the sum of theownership ratio of share certificates, etc.*6 of the purchaser and the ownership ratio of sharecertificates, etc. of any specially related party*7 of the purchaser to equal or exceed 20%

iii. Regardless of whether or not either of the acts specified in Items i. or ii. above is conducted,
any agreement or other act between a particular holder of the Company and another holder of
the Company (or holders if there is more than one; the same shall apply below in this Item iii.)
that results in such other holder becoming a joint holder*8 with such particular holder, or any act
reasonably determined*9 to establish a relationship between such particular holder and suchother holder in which one party substantively controls the other party or in which the parties act
jointly or in concert*10 (provided, however, that this shall be limited to cases where the sum of
the ownership ratios of such particular holder and such other holder for share certificates, etc.
issued by the Company equals or exceeds 20%).
*1: Refers to share certificates, etc. as provided in Article 27-23, Paragraph (1) of the Financial Instruments
and Exchange Act (hereinafter the “Act” in this item), unless otherwise specified in this document.
*2: Refers to holder as provided in Article 27-23, Paragraph (1) of the Act and includes a person deemed to
be a holder under Paragraph (3) of the same article (including any person to whom this is deemed toapply by the Board), unless otherwise specified in this document.
*3: Refers to ownership ratio of share certificates, etc. provided in Article 27-23, Paragraph (4) of the Act,
unless otherwise specified in this document.
*4: Refers to the purchase or other acquisition for value and includes acts similar to acquisition for value asprovided in Article 6, Paragraph (3) of the Order for Enforcement of the Financial Instruments andExchange Act, unless otherwise specified in this document.
*5: Refers to share certificates, etc. as provided in Article 27-2, Paragraph (1) of the Act. The same shallapply in Item ii above.
*6: Refers to ownership ratio of share certificates, etc. as provided in Article 27-2, Paragraph (8) of the Act,
unless otherwise specified in this document.
*7: Refers to specially related party as provided in Article 27-2, Paragraph (7) of the Act (including any
person to whom this is deemed to apply by the Board). However, persons provided in Article 3,
Paragraph (2) of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificatesby Persons Other than Issuers shall be excluded from persons provided in Item (i) of the same paragraphof the Act, unless otherwise specified in this document.
*8: Refers to joint holder as provided in Article 27-23, Paragraph (5) of the Act and includes a person
deemed to be a joint holder under Paragraph (6) of the same article (including any person to whom this isdeemed to apply by the Board), unless otherwise specified in this document.
*9: Whether or not an act stated in this Item iii. has been conducted shall be reasonably determined by the
Board based on the recommendation of the Independent Panel. The Board may request that holders
provide necessary information to the extent required to determine whether the acts in question fall under
the requirements of this Item iii.

- 18 -

*10: Whether or not a “relationship between such particular holder and such other holder in which one party
substantively controls the other party or in which the parties act jointly or in concert” has been
established shall be determined primarily on the basis of new investment relationships, business alliancerelationships, business or contract relationships, interlocking directorships, funding relationships, credit
granting relationships, status of purchase of the Company’s share certificates, etc. on the market to
artificially inflate share prices, status of the exercise of voting rights on the Company’s share certificates,
etc., formation of substantial interests in the Company’s share certificates, etc., through derivatives, sharelending, etc., the effect of the particular holder and the other holder on the Company directly or
indirectly, or other direct or indirect facts suggesting that there is communication of intent between thatparticular holder and that other holder.

(ii) Disclosure of the Plan and request for information from Large-scale Purchaser
The Company will make timely disclosure of the Plan in accordance with the rules andregulations set forth by Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc., and will also
post it on the Company website (https://valorholdings.co.jp/; in Japanese).
Unless otherwise provided by the Board, prior to the execution of the Large-scale Purchase, theLarge-scale Purchaser will be requested to submit to the Board a written purchase proposal in
Japanese containing the information necessary for the consideration of the details of the Large-scale
Purchase as set forth in each of the following items (however, the details of such information will bechanged to a reasonable extent according to the content and nature, etc. of the Large-scale Purchase.
Hereinafter, such information is referred to as the “Necessary Information.”), and which includes astatement of intent to comply with the procedures set forth in the Plan. The written purchaseproposal is to be accompanied by a certified copy of commercial registration, a copy of the articles
of incorporation and other documents certifying the existence of the Large-scale Purchaser.
Upon receipt of the aforementioned written purchase proposal, the Board shall promptly provide
the same to the Independent Panel described in (iv) below. If the Board reasonably determines that,in light of the content and nature, etc. of the Large-scale Purchase, the information provided by theLarge-scale Purchaser is insufficient for the shareholders’ judgment and for the evaluation andconsideration, etc. by the Board, the Large-scale Purchaser will be requested to provide additional
information in Japanese as separately requested by the Board (however, the Board shall not request
the provision of additional information beyond the level necessary for the shareholders to makeappropriate judgments on the pros and cons of the purchase and for the Board to evaluate andconsider the purchase in light of the attributes of the Large-scale Purchaser, the content of the Largescale Purchase proposed by the Large-scale Purchaser, and the content and nature, etc. of theNecessary Information, etc.). However, for the purpose of speeding up the provision of informationfrom the Large-scale Purchaser and preventing the arbitrary implementation of the Plan by the
Board, such as endless requests for information, the period during which the Board shall request theLarge-scale Purchaser to provide the Necessary Information and the Large-scale Purchaser shall
respond to the requests (the “Information Provision Period”) shall be limited to 60 days from the day
following the date on which the Company requests the Large-scale Purchaser to provide theNecessary Information. Upon expiration of the Information Provision Period, even if the Necessary
Information has not been fully submitted, communications with the Large-scale Purchaser
concerning the provision of information shall be discontinued at that time, and the Board Evaluation
Period (as defined in 2.(3)(iii) below) shall commence with the information provided by that time.
The Information Provision Period may be extended up to 30 days, as necessary, only if the Largescale Purchaser requests an extension based on reasonable grounds.

- 19 -

i.

Details (including specific name, capital structure, business description, financial standing, andinformation related to experience in business operations similar to those of the Company and
the Group) of the Large-scale Purchaser and its group (including joint holders, specially relatedparties and (in the case of a fund) partners and other members)ii.

Number of the Company’s share certificates, etc. actually held by the Large-scale Purchaser
and its group and the transaction status of the Company’s share certificates, etc. by the Largescale Purchaser during the 60 days prior to the date of submission of the written purchaseproposaliii. The purpose (including the acquisition of control or participation in management, pureinvestment or investment for business relationships, transfer of the Company’s sharecertificates, etc. to a third party after the Large-scale Purchase or, if making a material proposal(meaning a “material proposal” as provided in Article 27-26, Paragraph (1) of the Financial
Instruments and Exchange Act (hereinafter the “Act” in this item) and Article 14-8-2,
Paragraph (1) of the Order for Enforcement of the Act, and in Article 16 of the Cabinet Office
Order on Disclosure of the Status of Large-Volume Holdings in Share Certificates) or if there is
any other purpose, a statement to that effect and a summary thereof. If there are multiple
purposes, all of them are to be stated) and method and terms of the Large-scale Purchase(including the class and number of the Company’s share certificates, etc. to be acquired throughthe Large-scale Purchase, the amount and type of consideration of the Large-scale Purchase, thetiming of the Large-scale Purchase, the schemes of any related transactions, the legality of themethod of the Large-scale Purchase, and the feasibility of the Large-scale Purchase)iv. Existence of communication of intent with any third parties with regard to the Large-scale
Purchase and, if any such communication exists, the details thereofv.

Outline of the basis of calculation of the price of the Large-scale Purchase (including theunderlying facts and assumptions of the calculation, calculation method, numerical data used in
the calculation, and the amount of any expected synergies created through the series oftransactions related to the Large-scale Purchase and the basis of calculation of that amount)

vi. Supporting evidence of the funds for the Large-scale Purchase (including the specific names ofproviders of the funds (including all substantive providers), financing methods and the terms of
any related transactions)vii. Existence of communication of intent with any third parties with regard to the Large-scale
Purchase and if any such communication exists, the details thereof and an outline of such third
partiesviii. Management policy, management candidates (including information regarding their experiencein businesses similar to the business of the Company and the Group), business plans, financial
plans, capital policy, dividend policy, and asset utilization measures of the Company and theGroup after the Large-scale Purchase (however, if the purchase proposal by the Large-scale
Purchaser is for a purchase with 100% cash (in Japanese yen) with no minority shareholders
remaining, only an outline of the information under this item will suffice)ix. Policies on the treatment of employees, business partners, customers, and other stakeholders of
the Company and the Group after the Large-Scale Purchase (including the existence ofalteration plans and, if such plans exist, the details thereof)x.

Policies on the recovery of invested capital for the Large-scale Purchasexi. Existence of associations with antisocial forces or terrorism-related organizations (whether
direct or indirect) and, if any, the details of such associations
xii. Concrete measures to avoid conflicts of interest with other shareholders of the Company
xiii. Other information reasonably deemed necessary by the Board- 20 -

Upon becoming aware of the emergence of a Large-scale Purchaser, or upon receiving a writtenpurchase proposal or additional information, the Board will immediately disclose those facts to theshareholders. In addition, the Board will disclose all or part of the Necessary Information provided
by the Large-scale Purchaser at the time the Board determines that it is necessary for theshareholders to make their judgment.
(iii) Procedure for consideration by the Board
If the Board determines that the Necessary Information contained in the written purchase proposal
submitted by the Large-scale Purchaser meets the standards necessary for the shareholders to makean appropriate judgment of the pros and cons of the acquisition and for the Board to conduct
evaluation and consideration, etc. (this includes cases in which the Board has requested thesubmission of additional information because the information provided by the Large-scale Purchaser
was insufficient, and as a result of the submission of the Necessary Information in response, theBoard has determined that it has received sufficient information as the Necessary Information alongwith the written purchase proposal), it shall immediately notify the Large-scale Purchaser and theIndependent Panel of that fact and of the start and end of the Board Evaluation Period defined below
and disclose the same to the shareholders in a timely and appropriate manner. In the event that theLarge-scale Purchase by the Large-scale Purchaser is the purchase, etc. of all share certificates, etc.
of the Company through a tender offer with a cash-only consideration (in Japanese yen), the Board
shall, within 60 days from the day following the date of dispatch of such notice to the Large-scale
Purchaser, or within 90 days if other means are used (hereafter referred to as the “Board Evaluation
Period”), fully evaluate and consider the Necessary Information provided, receiving the advice ofthird parties independent of the Company (including investment banks, securities firms, financial
advisors, attorneys-at-law, certified public accountants and other experts) as necessary, and, with theutmost respect to the recommendations of the Independent Panel as set forth in (iv) below, carefully
formulate the opinion of the Board regarding the Large-scale Purchase, notify the Large-scale
Purchaser of that opinion, and disclose it to the shareholders in a timely and appropriate manner. If
necessary, the Board may also negotiate with the Large-scale Purchaser on the terms and methods of
the Large-scale Purchase and may also present alternative proposals to the shareholders.
If there are unavoidable circumstances that prevent the Board from reaching a resolution on thetriggering or non-triggering of countermeasures within the Board Evaluation Period, such as the
Independent Panel’s failure to recommend the triggering or non-triggering of countermeasures
within the Board Evaluation Period, the Board may, based on the recommendation of the
Independent Panel, extend the Board Evaluation Period by up to 30 days to the extent necessary(counting from the day following the expiration date of the original Board Evaluation Period). If theBoard resolves to extend the Board Evaluation Period, it will immediately disclose the specificperiod resolved and the reason for the need for such specific period to the shareholders.
The Large-scale Purchaser may initiate the Large-scale Purchase only after the expiration of theBoard Evaluation Period or, if the Board decides to hold a Shareholder Referendum Meeting(defined in (v) below) as set forth in (vi) iii. below, after a resolution of the Board has been passed
in accordance with the shareholders’ decision at such Shareholder Referendum Meeting. However,if the Large-scale Purchaser receives a Notice of Non-trigger Decision set forth in (vii) below, theLarge-scale Purchaser may conduct the Large-scale Purchase from the business day following thedate of receipt of the notice.

- 21 -

(iv) Establishment of the Independent Panel
The Board shall make the final decision on whether or not a series of procedures have been
conducted in accordance with the rules set out in the Plan, and, if the rules set out in the Plan havebeen complied with, whether or not to take certain countermeasures that are considered necessary
and reasonable in order to secure or enhance the corporate value of the Company and the common
interests of its shareholders. In order to ensure the reasonableness and fairness of that decision, theCompany will establish an Independent Panel that is independent of the Board. This Independent
Panel shall consist of not less than three (3) but not more than five (5) members. The Board shallselect its members from among outside parties, including Outside Directors, attorneys-at-law, tax
accountants, certified public accountants, academics, persons familiar with investment banking, andpersons from outside the Company with experience as a director, auditor, executive director, or
executive officer of another company, to enable fair and neutral judgment. At the time of renewal to
the Plan, a total of four (4) members are scheduled to be appointed to the Independent Panel: three(3) Outside Directors who are Audit & Supervisory Committee Members of the Company, namely,
Mr. Mutsuo Masuda, Mr. Hirofumi Hata, and Mr. Tokimitsu Ito, and one (1) Outside Director
candidate, Ms. Yoko Yamashita, in the proposal for election of Directors (excluding Directors who
are Audit & Supervisory Committee Members) to be submitted to this Shareholder Meeting. For
career summaries of each member, please refer to Attachment 1. “Names and Career Summaries ofMembers of the Independent Panel.”
Outlines of the decisions of the Independent Panel will be disclosed to the shareholders in atimely and appropriate manner.
(v) Procedures for triggering countermeasures
To ensure the reasonableness and fairness of the decision by the Board on the triggering ofcountermeasures, the following procedures shall be taken.
Prior to the triggering of countermeasures, the Board shall consult with the Independent Panel on
whether or not to trigger the countermeasures. On the basis of this consultation, the Independent
Panel shall make a recommendation to the Board on whether or not to trigger the countermeasures,
after receiving the advice of third parties independent of the Company (including investment banks,
securities firms, financial advisors, attorneys-at-law, certified public accountants and other experts)
as necessary, at the Company’s expense. The Board shall pay the utmost respect to therecommendations of the Independent Panel when making its decision on whether or not to trigger
the countermeasures.
For the Board to trigger the countermeasures, it shall be resolved unanimously by all Directors of
the Company, including Directors who are Audit & Supervisory Committee Members. Uponmaking such resolution, the Board shall immediately disclose to the shareholders an outline of such
resolution and any other matters that the Board deems appropriate.
In addition to the aforementioned consultation with the Independent Panel, the Board shall, on thebasis of the Necessary Information provided by the Large-scale Purchaser and with the advice ofthird parties independent of the Company (including investment banks, securities firms, financial
advisors, attorneys-at-law, certified public accountants and other experts) as necessary, evaluate andconsider the specific details of the Large-scale Purchaser and the Large-scale Purchase, and theimpact of the Large-scale Purchase on the corporate value of the Company and the common
interests of its shareholders, among other things, before deciding whether or not to trigger thecountermeasures.

- 22 -

Furthermore, as provided in (vi) iii. below, in the case of (vi) ii below, if the Board determinesthat it is appropriate in practice to directly confirm the will of the shareholders in determining
whether or not to trigger the countermeasures against the Large-scale Purchase, a general meeting ofshareholders (hereinafter, the “Shareholder Referendum Meeting”) may be held to confirm the willof the shareholders with respect to whether or not to trigger the countermeasures against the Largescale Purchase.
(vi) Conditions for triggering countermeasuresi.

Cases where the Large-scale Purchaser conducts or attempts to conduct the Large-scale
Purchase without complying with the procedures set out under the Plan
In the event that the Large-scale Purchaser fails to comply with the procedures set out under
the Plan, the Board shall, regardless of the nature of the Large-scale Purchase, such as the
specific terms and method, deem that the Large-scale Purchase would significantly damage thecorporate value of the Company and the common interests of its shareholders, and takenecessary and reasonable countermeasures to secure or enhance the corporate value of theCompany and the common interests of its shareholders, after paying the utmost respect to therecommendations of the Independent Panel.

ii.

Cases where the Large-scale Purchaser conducts or attempts to conduct the Large-scale
Purchase while complying with the procedures set out under the Plan
In the event that the Large-scale Purchaser conducts or attempts to conduct the Large-scale
Purchase while complying with the procedures set out under the Plan, the Company will, in
principle, not take any countermeasures against the Large-scale Purchase, even if the Board is
opposed to the Large-scale Purchase and expresses its objections, presents alternative
proposals, or provides explanations to shareholders. Whether or not to accept the proposal of
the Large-scale Purchaser regarding the Large-scale Purchase of the Company’s sharecertificates, etc. will be determined by the shareholders after taking into consideration the
Necessary Information on the Large-scale Purchase and the opinions of the Board on suchinformation, as well as any alternative proposals.
However, even in the case where the Large-scale Purchaser conducts or attempts to conduct
the Large-scale Purchase while complying with the procedures set out under the Plan, if theBoard, after considering the details of the Large-scale Purchaser’s Large-scale Purchase andengaging in discussions and negotiations with the Large-scale Purchaser, recognizes that theLarge-scale Purchase based on the purchase proposal made by the Large-scale Purchaser would
significantly damage the corporate value of the Company and the common interests of its
shareholders, the Board may, regardless of whether the Board Evaluation Period has started or
ended, take necessary and reasonable countermeasures to secure or enhance the corporate valueof the Company and the common interests of its shareholders, after paying the utmost respect tothe recommendations of the Independent Panel. Specifically, if the Large-scale Purchase isdetermined to fall under any of the following categories, as a general rule, such Large-scale
Purchase based on the purchase proposal will be deemed to be one that would significantly
damage the corporate value of the Company and the common interests of its shareholders.
(a) Takeover with the aim of thereafter demanding the buyback of the purchased sharecertificates at an inflated price(b) Takeover with the aim of realizing the Large-scale Purchaser’s own interests at theexpense of the Company, such as obtaining important assets, technical information, etc. ata low price- 23 -

(c) Takeover with the aim of diverting the Company’s assets as collateral or repayment funds
to meet the Large-scale Purchaser’s own obligations, which, in turn, would cause obvious
damage to the corporate value of the Company and the common interests of its
shareholders(d) Takeover with the aim of causing the Company to sell or otherwise dispose of highly
valued assets and force the Company to distribute temporarily higher dividends with thegains from such sale or disposal, or of selling off the purchased shares at an inflated pricecaused by such temporarily higher dividends, which, in turn, would cause obvious damage
to the corporate value of the Company and the common interests of its shareholders(e) Takeover whose conditions (including price and type of consideration, timing and methodof the Large-scale Purchase, management policy or business plan after the Large-scale
Purchase, and policies on the treatment of employees, business partners, customers, andother stakeholders of the Company after the Large-scale Purchase) for purchasing theCompany’s share certificates, etc. are significantly inadequate or inappropriate in light ofthe corporate value of the Company(f) Takeover whose proposed method threatens to effectively coerce shareholders into selling
their share certificates, etc. in the Company, such as a tender offer that does not offer toacquire all share certificates, etc. in the first tier and sets unfavorable acquisition
conditions or does not set clear terms for the second tier(g) Takeover in which the corporate value of the Company over the medium to long term
would be considerably diminished by the Large-scale Purchaser acquiring controllingrights, compared with the Large-scale Purchaser not acquiring controlling rights(h) Takeover in which the Large-scale Purchaser is markedly inappropriate as a controllingshareholder of the Company from the perspective of public order and morals(i) In addition to the preceding items, takeovers that satisfy both of the following:a.

It can be objectively and reasonably inferred that there is a significant risk of damage
to the corporate value of the Company and the common interests of its shareholders,
including the interests of customers, employees and other stakeholders; andb.

If the countermeasures were not to be triggered at the time, a significant risk ofdamage to the corporate value of the Company and the common interests of its
shareholders cannot be avoided or may likely not be avoided.

iii. Holding of Shareholder Referendum Meeting
As stated in Item ii. above, in the event that the Large-scale Purchaser conducts or attempts
to conduct the Large-scale Purchase while complying with the procedures set out under thePlan, the Board, in principle, shall make a resolution on whether or not to trigger
countermeasures against a Large-scale Purchase, after paying the utmost respect to therecommendations of the Independent Panel. However, upon consideration of various
circumstances, including the nature of the Large-scale Purchase by the Large-scale Purchaser
and the time required to hold a Shareholder Referendum Meeting, in light of laws andregulations and the duty of care and diligence of the Directors of the Company, if it isdetermined that it would be appropriate in practice to directly confirm the will of theshareholders, in addition to consulting the Independent Panel, the Board may convene a
Shareholder Referendum Meeting to confirm the will of the shareholders regarding thetriggering of countermeasures with the approval of a majority of the voting rights of theshareholders present (including shareholders who exercise their voting rights in writing or via
the Internet, etc. in advance; however, the Large-scale Purchaser and its joint holders, speciallyrelated parties, etc., may be excluded if the Large-scale Purchase is carried out by coercive- 24 -

market buying, etc. The same shall apply hereinafter). If the Board decides to hold aShareholder Referendum Meeting, the Board shall promptly disclose to shareholders the fact ofthat decision and the reasons therefor, and convene the Shareholder Referendum Meeting assoon as practically possible.
In the event that a Shareholder Referendum Meeting is held, the Board shall comply with thedecision made by shareholders at such Referendum Meeting with respect to the triggering ofcountermeasures.
If the Board decides to hold a Shareholder Referendum Meeting, the Large-scale Purchaser
shall not initiate the Large-scale Purchase until a resolution of the Board is passed inaccordance with the decision of the shareholders at such Referendum Meeting.
(vii) Decision on triggering or non-triggering of countermeasures by the Board
In either event of (vi) i. or ii. above, the Board will make a decision regarding the triggering or
non-triggering of countermeasures after paying the utmost respect to the recommendations of the
Independent Panel, and in the event of (vi) ii. above and if a Shareholder Referendum Meeting isheld to confirm the will of the shareholder in addition to consulting the Independent Panel, theBoard will make a decision regarding the triggering or non-triggering of countermeasures inaccordance with the decision of the shareholders at such Referendum Meeting.
In the event that the Board makes a decision whether to trigger or not trigger countermeasures,the Board shall immediately notify the Large-scale Purchaser (in the case of the decision of nontrigger, the notice is hereinafter referred to as the “Notice of Non-trigger Decision”) and disclose toshareholders a summary of that decision, a summary of the resolution of the above Shareholder
Referendum Meeting, and other matters deemed appropriate by the Board. The Large-scale
Purchaser may initiate the Large-scale Purchase only after the expiration of the Board Evaluation
Period or, in the event that the Board decides to hold a Shareholder Referendum Meeting as
provided in (vi) iii. above, after the resolution of the Board (in principle, the meeting shall be heldon the same day as the Shareholder Referendum Meeting) made in accordance with the decision of
the shareholders at such Referendum Meeting. However, if the Large-scale Purchaser receives a
Notice of Non-trigger Decision from the Board, the Large-scale Purchaser may conduct the Largescale Purchase from the business day following the date of receipt of the notice.
(viii) Reconsideration by the Board
Even after a decision has been made as to whether or not to trigger countermeasures, in the eventof any change in the facts on which such decision was based, such as the cases where the Largescale Purchaser changes the terms of the Large-scale Purchase or discontinues the Large-scale
Purchase, the Board may once again consult the Independent Panel, conduct further deliberations,and make a decision on the triggering or discontinuing of countermeasures, after paying the utmost
respect to the recommendations of the Independent Panel. In this case, if it is determined that it
would be appropriate in practice to directly confirm the will of the shareholders, the Company may
hold a Shareholder Referendum Meeting to confirm the will of the shareholders with respect towhether or not to trigger countermeasures against the Large-scale Purchase.
Upon making such a decision, the Board shall immediately notify the Large-scale Purchaser anddisclose to the shareholders a summary of the decision and other matters deemed appropriate by the
Board.

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(4) Summary of countermeasures
As countermeasures under the Plan, in principle, the Board will conduct a gratis allotment of theRights according to Attachment 2. “Terms and Conditions of Share Acquisition Rights.” Shareacquisition rights will be allotted to shareholders (excluding the Company) who are recorded orregistered in the Company’s final register of shareholders on a certain date (hereinafter referred to as the“Allotment Date”) to be determined in the Board meeting that resolves the gratis allotment of the Rights,
at a rate of at least one (1) Right per share held by those shareholders, with the number of shareacquisition rights per share to be determined by the Board.
The value of property to be contributed (in cash) upon the exercise of each Right (exercise price) is ¥1,
and upon the exercise of one (1) Right, a number of shares of common stock of the Company notexceeding one (1) share, as determined by the Board (when adjusted, the number of shares after
adjustment), will be delivered to the holders of the Rights (hereinafter the “Rights Holders”). If thenumber of shares to be delivered to the Rights Holders upon exercise of the Rights includes a fraction ofless than one (1) share, the Company will process the fraction in accordance with applicable laws andregulations.
However, the Large-scale Purchaser and its related parties shall not be able to exercise the Rights.
In addition to the acquisition through exercise of the Rights, the Company may, under certain
conditions, acquire the Rights s from the Rights Holders, excluding the Large-scale Purchaser and its
related parties in exchange for shares of common stock of the Company, pursuant to the acquisition
clauses attached to the Rights. The Company may also acquire all of the Rights without consideration
under certain conditions.
The acquisition of the Rights by transfer requires the approval of the Board.
Upon triggering countermeasures under the Plan, the Board shall disclose matters that the Board
deems appropriate to the shareholders in a timely and appropriate manner.
(5) Effective period, abolition and modification of the Plan
The effective period of the Plan shall be the period from the conclusion of this Shareholder Meeting
until the conclusion of the Annual General Meeting of Shareholders of the Company for the fiscal year
ending March 31, 2026. Even before the expiration of the effective period, however, the Plan shall beabolished immediately if (i) a resolution to abolish the Plan is passed by the Company’s General Meetingof Shareholders or (ii) a resolution to abolish the Plan is passed by the Board.
Moreover, even during the effective period of the Plan, the Board may make technical revisions ormodifications to the Plan to the extent delegated by resolution of this Shareholder Meeting, taking into
account the opinions of the Independent Panel as necessary.
The Plan is based on the provisions of laws and regulations in effect as of May 12, 2023. In the eventthat any establishment, revision or abolition of laws and regulations after that date necessitates
amendments to the provisions of the Plan, the wording of the Plan shall be replaced as appropriate inaccordance with the purpose of such laws and regulations and to the extent that it does not contradict thebasic concept of the Plan.
If the Plan is abolished, revised or modified, the Company will promptly disclose the fact that suchabolition, revision or modification has taken place, and other matters deemed appropriate by the Board.
With regard to the details of the Plan after the conclusion of the Annual General Meeting of
Shareholders for the fiscal year ending March 31, 2026 and beyond, the Company plans to confirm thewill of the shareholders regarding whether or not to renew the Plan or to introduce plans with newcontents, after conducting necessary reviews.

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3.

Impact on shareholders and investors(1) Impact on shareholders and investors at the time of renewal to the PlanAs the countermeasures themselves will not be implemented at the time of renewal to the Plan, there
will be no direct, specific impact on the legal rights or economic interests of the shareholders andinvestors.
(2) Impact on shareholders and investors due to the gratis allotment of the Rights
As the Rights will be allotted without consideration to the shareholders on the Allotment Date at a rateof one (1) or more Rights for each share held, with the number to be determined by the Board, as long as
the exercise of those Rights is assumed, there will be no dilution of the value of shares of the Company
held by shareholders as a whole.
If a shareholder does not exercise its Rights during the exercise period of the Rights, the value of theshares held by the shareholder will be diluted as a result of the exercise of the Rights by othershareholders. However, by decision of the Board, the Company may acquire the Rights fromshareholders who are not prohibited from exercising the Rights under the Terms and Conditions of Share
Acquisition Rights and deliver to those shareholders shares of common stock of the Company inexchange, following the procedures stated in (4) (ii) below. In the event that the Company undertakes
such acquisition procedures, shareholders who are not prohibited from exercising their Rights under theTerms and Conditions of Share Acquisition Rights will receive shares of common stock of the Company
without exercising the Rights or paying the cash amount equivalent to the exercise price, and, although
dilution of the value per share of shares held by those shareholders will occur, the value of shares of theCompany held as a whole will not be diluted.
If, after the shareholders who will receive a gratis allotment of the Rights have been finalized, theCompany cancels the gratis allotment of the Rights or acquires without consideration the Rights that havebeen allotted accordingly, dilution of the value per share of the Company’s shares will not occur. For thisreason, there is a possibility that investors who have traded the Company’s shares on the assumption that
there would be a dilution of the value per share of the Company’s shares may incur commensurate
damage due to share price fluctuations.
(3) Impact on shareholders and investors upon the exercise or acquisition of the Rights after the gratis
allotment of the Rights
As the Company plans to impose discriminatory conditions regarding the exercise or acquisition of theRights, upon such exercise or acquisition, a dilution is expected of the legal rights and economic interestsof the Large-scale Purchaser and its related parties. However, even in such an event, a direct impact is
not expected on the legal rights and economic interests of the shareholders and investors other than the
Large-scale Purchaser and its related parties. Yet, the shareholders should note that, because the transferof the Rights themselves is restricted, in the event that shares of common stock of the Company aredelivered to shareholders as a result of the exercise of the Rights or their acquisition by the Company
after the Allotment Date, during the period until the shares of common stock of the Company arerecorded in the shareholders’ transfer accounts, the recovery of invested capital due to transfer may be
restricted for the portion of the value of the Company’s shares held by shareholders attributable to the
Rights, to the extent of that period.

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(4) Procedures required for shareholders due to the gratis allotment of the Rights(i) Procedures for the exercise of the Rights
In the event that the Board passes a resolution to conduct a gratis allotment of share acquisitionrights as a countermeasure, as a general rule, the Company will send to shareholders recorded orregistered in the final shareholder register of the Company on the Allotment Date an Exercise
Request Form (this shall be a written document in a format prescribed by the Company that includes
the details and number of the Rights to be exercised, date of exercise of the Rights, transfer accountfor the recording of the Company’s shares (excluding special accounts), and other necessary
particulars, as well as representations and warranties regarding matters such as that the shareholder
itself fulfills the conditions for exercise of the Rights, indemnity clauses, and other covenants) andother documents necessary for the exercise of the Rights. After the gratis allotment of the Rights,
upon submission of these documents within the exercise period, the shareholder will, by paying to
the location that handles the payment an amount of ¥1 for each of the Rights, be delivered one (1)share or less of common stock of the Company for each of its Rights, with the number of shares tobe determined by the Board (when adjusted, the number of shares after adjustment).
Under the provisions of the Act on Book-Entry of Corporate Bonds and Shares, shares ofcommon stock of the Company delivered as a result of the exercise of the Rights cannot be recordedin special accounts. For this reason, when exercising the Rights, the shareholders should be mindfulof the need to open a transfer account such as a securities account.
(ii) Procedures for the acquisition of the Rights by the Company
In the event that the Board decides to acquire the Rights, in accordance with statutory procedures,
the Company will pass a resolution of the Board for each acquisition clause if there are multiple
acquisition clauses and issue a public notice to the Rights Holders, after which the Company will
acquire the Rights. In addition, if the Company has decided to deliver shares of common stock of theCompany to the shareholders in exchange for the acquisition of the Rights, it will deliver thoseshares as soon as possible. In such an event, the shareholders may be asked to submit to theCompany, in a format prescribed by the Company, documents including representations andwarranties regarding matters such as that the shareholder itself is not a Large-scale Purchaser or a
related party of a Large-scale Purchaser, indemnity clauses, and other covenants.
In addition to the above, regarding details of matters such as allotment method, exercise method,and method of acquisition of the Rights by the Company, the Company will disclose to or notify theshareholders of such details after the Board has passed a resolution for the gratis allotment of theRights. The shareholders are therefore asked to confirm those details.
IV. Reasonableness of the Plan (the fact that the Plan is in line with Basic Policy, is not
detrimental to the common interests of the Company’s shareholders, and is not designed tomaintain the position of the Company’s corporate officers, and the reasons therefor)
For the following reasons, the Board believes that the Plan is in line with the realization of the Basic
Policy in I. above, and that it is not detrimental to the common interests of the Company’s shareholders
or designed to maintain the position of the Company’s corporate officers.

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1.

The Plan fully satisfies the requirements of the Guidelines Regarding Takeover Defense, etc.

The Plan fully satisfies the three principles set out in the “Guidelines Regarding Takeover Defense for
the Purposes of Protection and Enhancement of Corporate Value and Shareholders’ Common
Interests”—Principle of protecting and enhancing corporate value and shareholders’ common interests,
Principle of prior disclosure and shareholders’ will, and Principle of ensuring the necessity andreasonableness—released by the Ministry of Economy, Trade and Industry and the Ministry of Justice on
May 27, 2005. The Plan is also consistent with the intent of the various rules concerning the introductionof takeover defense measures set forth by Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc.
Furthermore, the Plan also takes into account the contents of a report on “Takeover Defense Measures inLight of Recent Environmental Changes” of the Corporate Value Study Group, a group set up under the
Ministry of Economy, Trade and Industry, published on June 30, 2008.
2.

The renewal is intended to secure and enhance corporate value and the common interests ofshareholders

As stated in III. above, the purpose of the renewal to the Plan is to secure and enhance the corporate
value of the Company and the common interests of its shareholders in the event that such a Large-scale
Purchase of the Company’s share certificates, etc. is proposed, by securing the necessary information andtime to allow the shareholders to make a decision on whether or not to accept the proposal for the Largescale Purchase and for the Board to present an alternative proposal for the shareholders and to negotiatewith the Large-scale Purchaser.
3.

The Plan values the will of the shareholders

To ensure opportunities to reflect the will of the shareholders appropriately, the renewal to the Plan issubject to the approval of the shareholders at this Shareholder Meeting. As stated in III.2.(2) above, aproposal for the approval of the Plan will be put before this Shareholder Meeting, and if this proposal is
not approved, the renewal to the Plan will not be made. Furthermore, even before the expiration of theeffective period, the Plan will be abolished immediately if a resolution to abolish the Plan is passed by
the General Meeting of Shareholders of the Company. In that respect, the will of the shareholders will bereflected not only in the renewal to the Plan but also in the continued existence of the Plan.
As a premise for shareholders to entrust the Board to make the decision of whether or not to trigger
countermeasures based on the Plan, the Plan sets forth specific conditions for triggering countermeasureson each occasion and presents those conditions to the shareholders. Furthermore, as stated in
III.2.(3)(vi)iii. above, when passing a resolution for the triggering of countermeasures according to thePlan, in addition to consulting the Independent Panel, if it is determined that it would be appropriate inpractice to directly confirm the will of shareholders, the Board may hold a Shareholder Referendum
Meeting for that purpose. Accordingly, the triggering of countermeasures in line with these conditions
for triggering would reflect the will of the shareholders.
4.

Emphasis on the judgment of highly independent external parties

As stated in III.2.(3)(iv) above, upon the renewal to the Plan, to guarantee the reasonableness andfairness of the decisions of the Board, the Company has established an Independent Panel as a body thatis independent from the Board.
The Board shall make decisions by paying the utmost respect to the recommendations of the
Independent Panel, thereby preventing the Board from arbitrarily triggering countermeasures. In
addition, an overview of the Panel’s decision shall be disclosed to the shareholders in a timely andappropriate manner. This ensures a structure to implement the Plan consistently with the Company’s
corporate value and the common interests of its shareholders.

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5.

Establishment of reasonable and objective requirements

As stated in III.2.(3) above, the Plan is designed so that it will not be implemented unless it satisfies
pre-determined reasonable and objective requirements. This ensures a structure to prevent the Board
from arbitrarily triggering countermeasures.
6.

Obtaining advice from third-party experts of independent standing

As stated in III.2.(3)(iii) and III.2.(3)(v) above, under the Plan, if a Large-scale Purchaser emerges, theBoard and the Independent Panel may, at the Company’s expense, obtain advice from third parties
independent of the Company (including investment banks, securities firms, financial advisors, attorneysat-law, certified public accountants and other experts). This ensures a structure to more strongly
guarantee the fairness and reasonableness of decisions by the Board and the Independent Panel.
7.

No dead-hand or slow-hand takeover defense measures

As stated in III.2.(5) above, the Plan has been designed so that it may be abolished at any time by aresolution of the Board comprising Directors elected by the General Meeting of Shareholders of theCompany. Therefore, the Plan is not a dead-hand takeover defense measure—a measure that does notallow its triggering to be prevented even if a majority of the members of the Board were to be replaced.
Furthermore, as the term of office of the Company’s Directors is one (1) year and the Company does
not adopt a staggered terms of office system, the Plan is also not a slow-hand takeover defense
measure—a measure that requires time for its triggering to be prevented because the members of theBoard cannot be replaced all at once.

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Attachment 1
Names and Career Summaries of Members of the Independent Panel
Mutsuo Masuda Born in 1944
April 1969
Joined The Norinchukin Bank
June 2004
Representative Director and Vice President, The Norinchukin Bank
June 2005
Retired from The Norinchukin Bank
September 2007 Chairman, Agriculture Management Support Study Group
September 2008 Chairman, Eiraku Co., Ltd.
September 2009 Chairman, Japan Food & Agriculture Cooperative Organization (“JFACO”)(current)
June 2015
Outside Director, the Company
June 2016
Outside Director (Audit & Supervisory Committee Member), the Company(current)
Hirofumi Hata
October 1979
May 1999
July 2007
June 2014
July 2014
June 2015
June 2015
June 2016
June 2017
Tokimitsu Ito
July 2006
July 2012
July 2014
August 2015
June 2016
June 2016

Yoko Yamashita
October 2005
April 2010
June 2012

Born in 1951
Joined Yagi and Asano Auditing Office (currently Ernst & Young ShinNihon
LLC)
Representative Partner, Showa Ota & Co. (currently Ernst & Young ShinNihon
LLC)
Director, The Japanese Institute of Certified Public Accountants
Retired from Ernst & Young ShinNihon LLC
Managing Partner, Hirofumi Hata Certified Public Accountant Firm (current)
Outside Director, the Company
Outside Auditor, Sato Foods Industries Co., Ltd.
Outside Director (Audit & Supervisory Committee Member), the Company(current)
Outside Director, Sato Foods Industries Co., Ltd. (current)
Born in 1954
Director, Office of Public Relations, Management and Co-ordination Department,
Nagoya Regional Taxation Bureau
Director, Co-ordination Division, Management and Co-ordination Department,
Nagoya Regional Taxation Bureau
District Director, Nagoya Naka Tax Office
Managing Partner, Tokimitsu Ito Certified Public Tax Accountant Firm (current)
Outside Audit & Supervisory Board Member, Utsuno Co., Ltd. (current)
Outside Director (Audit & Supervisory Committee Member), the Company(current)
Born in 1978
Admitted to the bar (Aichi Bar Association), joined Kochi Law Office
Attorney-at-law, Obama Himawari Foundation Law OfficePartner, Attorney-at-law, Imaike Law Office (current)- 31 -

Mr. Mutsuo Masuda, Mr. Hirofumi Hata, and Mr. Tokimitsu Ito are Outside Directors of the Company
as set forth in Article 2, Item 15 of the Companies Act and Independent Directors as set forth in Rule436-2 of the Securities Listing Regulations of Tokyo Stock Exchange, Inc. Ms. Yoko Yamashita is acandidate for Outside Director as set forth in Article 2, Paragraph (3), Item 7 of the Regulations for
Enforcement of the Companies Act in the proposal for the election of Directors (excluding Directors who
are Audit & Supervisory Committee Members) put forward to this Shareholder Meeting, and she has also
been filed as a candidate for Independent Director. There are no special interests between Mr. Mutsuo
Masuda, Mr. Hirofumi Hata, Mr. Tokimitsu Ito, and Ms. Yoko Yamashita and the Company.

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Attachment 2

Terms and Conditions of Share Acquisition Rights
1.

Shareholders eligible for grant of share acquisition rights and issuance conditions

Shareholders (excluding the Company) recorded or registered in the final shareholder registry on acertain date (hereinafter, the “Allotment Date”) determined in the Board meeting that resolves the gratis
allotment of share acquisition rights stated in these terms and conditions (hereinafter, the “Gratis
Allotment Resolution”) shall be allotted one (1) or more share acquisition rights for each share held bythose shareholders, with the number to be determined by the Board.
2.

Total number of share acquisition rights to be issued

The total number of share acquisition rights to be allotted shall be a number determined by the Board
that is equal to or greater than the final total number of outstanding shares of common stock of theCompany (excluding the number of shares of common stock of the Company held by the Company) on
the Allotment Date.
3.

Effective date of gratis allotment of share acquisition rights
The effective date of allotment shall be the date determined in the Gratis Allotment Resolution.

4.

Class and number of shares underlying share acquisition rights

The class of shares underlying share acquisition rights shall be shares of common stock of theCompany, and the number of shares underlying each share acquisition right (hereinafter, the “Number ofUnderlying Shares”) shall be one (1) share or less, with the number to be determined by the Board.
However, if the Number of Underlying Shares is to be adjusted pursuant to Paragraph 5 below, the total
number of shares underlying share acquisition rights shall be adjusted in line with the Number ofUnderlying Shares after that adjustment.
5.

Adjustment of number of shares underlying share acquisition rights(i) If, after the Allotment Date, the Company conducts a stock split or reverse stock split, or
merger or company split, etc., the Number of Underlying Shares shall be adjusted as necessary,taking into account the terms and conditions of such transactions, etc.
(ii) If the Number of Underlying Shares is to be adjusted, the Company shall give written notice toeach Rights Holder or give public notice in a manner prescribed in the Articles of Incorporationof the necessary particulars in advance, including the fact of that adjustment, the reasons for it,
the Number of Underlying Shares before and after the adjustment, and date on which theadjustment will be applied. However, if the Company is unable to make such notification or
publication by the day prior to the date of application, it shall do so as soon as possible after thedate of application.

6.

Amount to be paid for share acquisition rights
The share acquisition rights shall be allotted without consideration.

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7.

Value of property to be contributed upon exercise of share acquisition rights

The value of property to be contributed (in cash) upon exercise of each share acquisition right(hereinafter, the “Exercise Price”) shall be ¥1.
8.

Exercise period for share acquisition rights

The period for the exercise of share acquisition rights shall be determined in the Gratis Allotment
Resolution, commencing on the date thereby determined (hereinafter, the “Exercise Period
Commencement Date”). However, if the Company is to acquire share acquisition rights according toParagraph 10 below, the share acquisition rights may not be exercised from the date of the notification or
publication on such acquisition until the date of the acquisition. If the final day of the exercise period is abank holiday, the next bank business day shall be the final day.
9.

Conditions for exercise of share acquisition rights(i) In these terms and conditions, the following words and phrases shall have the meanings set
forth below, unless otherwise specified.
a.

“Specified shareholder” refers to a person for whom, as a result of the purchase or otheracquisition of the Company’s share certificates, etc. for value or any acts similar thereto,eitherI.

the sum of their holding ratio of share certificates, etc. of the Company, orII.

the sum of the ownership ratio of share certificates, etc. of the Company that are
owned or will be owned by the person conducting the purchase or other acquisition of
the Company’s share certificates, etc. for value or any acts similar thereto and theownership ratios of share certificates, etc. of the Company that are owned by speciallyrelated parties of that person is 20% or more.

b.

“Share certificates, etc.” in Item a. I. refers to share certificates, etc. as provided in Article
27-23, Paragraph (1) of the Financial Instruments and Exchange Act (hereinafter the “Act”
in this item), unless otherwise specified. “Share certificates, etc.” in Item a. II. refers toshare certificates, etc. as provided in Article 27-2, Paragraph (1) of the Act.

c.

“Holder” refers to a holder as provided in Article 27-23, Paragraph (1) of the Act andincludes persons deemed to be holders under Paragraph (3) of the same article.

d.

“Holding” refers to holding as provided in Article 27-23, Paragraph (4) of the Act

e.

“Holding ratio of share certificates, etc.” refers to holding ratio of share certificates, etc. asprovided in Article 27-23, Paragraph (4) of the Act.

f.

“Ownership” refers to ownership as provided in Article 27-2, Paragraph (1) of the Act.

g.

“Specially related party” refers to a specially related party as provided in Article 27-2,
Paragraph (7) of the Act. However, persons provided in Article 3, Paragraph (2) of the
Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by
Persons Other than Issuers shall be excluded from persons provided in Item (i) of the same
paragraph of the Act.

h.

“Ownership ratio of share certificates, etc.” refers to ownership ratio of share certificates,etc. as provided in Article 27-2, Paragraph (8) of the Act.

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(ii) The persons set forth below shall not be able to exercise share acquisition rights.
Specified shareholders, their joint shareholders (refers to joint holders as provided in Article
27-23, Paragraph (5) of the Financial Instruments and Exchange Act, and includes persons
deemed to be joint holders under Paragraph (6) of the same article) or their specially relatedparties, or other parties that the Board has judged to be substantively controlling, be
substantively controlled by, be under common control by, or be acting jointly and in concert
with these parties (however, this shall not apply if the Board determines that the acquisition or
holding of share certificates, etc. of the Company by such party would not damage thecorporate value of the Company or the common interests of its shareholders)(iii) Even if a Rights Holder is not able to exercise its share acquisition rights pursuant to theprovisions of (ii) above, the Company shall bear no responsibility whatsoever for any
compensation for damages or any other responsibility toward that Rights Holder.
(iv) Partial exercise of share acquisition rights is not permitted.
10. Acquisition of share acquisition rights by the Company(i) The Company may, on a date determined by the Board, acquire all share acquisition rights
without consideration, at any time on or after the day following the effective date of the gratis
allotment of share acquisition rights (however, if the Board has determined another date insteadof that date, that determined date) until and including the day prior to the Exercise Period
Commencement Date if the Board judges such acquisition to be appropriate.
(ii) The Company may, on a date determined by the Board in the period until and including the endof the exercise period for share acquisition rights in Paragraph 8 above, acquire the shareacquisition rights of persons who are able to exercise their share acquisition rights underParagraph 9 above in exchange for shares of common stock of the Company at a rate of the
Number of Underlying Shares per share acquisition right.
(iii) The Board may, in the Gratis Allotment Resolution, decide an acquisition clause to the effectthat the Company will acquire the share acquisition rights held by persons who are not able toexercise their share acquisition rights under the provisions of Paragraph 9(ii) above, with othershare acquisition rights that have certain conditions for exercise and acquisition clauses
provided as consideration.
11. Exercise of voting rights in General Meetings of shareholders by shareholders who have newly
acquired the Company’s shares as a result of the exercise of share acquisition rights or theiracquisition by the Company
Shareholders who have newly acquired shares in the Company after the record date set forth by theCompany as a result of the exercise of share acquisition rights or their acquisition by the Company may
exercise their voting rights in General Meetings of shareholders.
12. Restrictions on transfer of share acquisition rights
The acquisition of share acquisition rights through transfer requires the approval of the Board.

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13. Delivery of share acquisition rights in the event of merger, company split, share exchange, or sharetransfer and the conditions thereofThis shall be decided by the Board in the Gratis Allotment Resolution.
14. Non-issuance of certificates of share acquisition rights
Certificates of share acquisition rights will not be issued.
15. Increase in share capital and legal capital surplus in the event that new shares are issued due to theexercise of share acquisition rights
In the event that new shares of common stock of the Company are issued through the exercise of shareacquisition rights, share capital shall be increased by the full amount of the Exercise Price, and legal
capital surplus shall not be increased.
16. Methods of requesting the exercise of share acquisition rights and paying the exercise price
Persons seeking to exercise their share acquisition rights shall complete a designated Exercise Request
Form (this shall be a written document in a format prescribed by the Company that includes the details
and number of the share acquisition rights to be exercised, date of exercise of the share acquisition rights,
transfer account for the recording of the Company’s shares (excluding special accounts), and othernecessary particulars, as well as representations and warranties regarding matters such as that theshareholder itself fulfills the conditions for exercise of the share acquisition rights, indemnity clauses,
and other covenants), sign and seal the Form, and submit the Form, along with documents required forthe exercise of the share acquisition rights as prescribed separately, as necessary, and any otherdocuments (hereinafter, “Attached Documents”) required from time to time under the Companies Act,
the Financial Instruments and Exchange Act and their related laws and regulations (including rules, etc.
set forth by the Japan Securities Dealers Association and Japan’s securities exchanges) to the locationthat handles the payment within the period set forth in Paragraph 8 above, as well as paying cash amountequivalent to the full amount of the Exercise Price of the share acquisition rights pertaining to such
exercise to the location that handles the payment.
17. Timing of effectiveness of exercise of share acquisition rights
The exercise of share acquisition rights shall take effect when the Exercise Request Form andAttached Documents in Paragraph 16 above have arrived at the location that handles the payment and the
cash equivalent to the full amount of the Exercise Price of the share acquisition rights pertaining to such
exercise is paid in to the location that handles the payment.
18. Revisions to laws and regulations, etc.
In the event that any establishment, revision, or abolition of laws and regulations after the gratis
allotment of share acquisition rights necessitates amendments to the provisions of these terms andconditions, the provisions of these terms and conditions shall be reasonably replaced upon considerationof the purpose and wording of such establishment, revision, or abolition.

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(Reference 1)
Major Shareholders
The major shareholders of the Company as of March 31, 2023 are as follows.

Rank

Name

Number ofshares held
(shares)

Ownership ratio tototal outstanding
shares (excluding
treasury stock) (%)

1

The Master Trust Bank of Japan, Ltd. (Trust Account)

5,170,500

9.61

2

Custody Bank of Japan, Ltd. (Trust Account)

3,093,117

5.75

3

Ito Youth Scholarship Foundation

2,910,000

5.41

4Shiunsha Co., Ltd.

2,730,272

5.07

5The Norinchukin Bank

2,542,800

4.72

6The Juroku Bank

2,536,240

4.71

7

Masami Tashiro

1,389,846

2.58

8

Retail Partners Co., Ltd.

1,260,000

2.34

9Arcs Group Co., Ltd.

1,260,000

2.34

10

MUFG Bank, Ltd.

1,223,240

2.27

Notes: 1. The ownership ratio to total outstanding shares are displayed by rounding them down to the second
decimal place.
2. In addition to the above, the Company holds 201,357 shares of treasury stock.

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(Reference 2)
Flowchart at Initiation of a Large-scale Purchase
Request for compliance with procedures set forth in the takeover defense policy announced by the Company
regarding a large-scale purchase of the Company’s shares(Compliance with the procedures)(Lack of compliance with the procedures)

Large-scale Purchaser submits purchase proposal
Insufficient detailIf the Large-scale
Purchase is recognized
as not complying withthe procedures set forthin the Plan

Sufficient detail

The Board requests additional
information

60 days from request
for information(may be extended by
30 days)• The Board confirms receipt of necessary information• Notifies Large-scale Purchaser and Independent
Panel of commencement of consideration

Board Evaluation Period
Maximum of 60 or 90 days
(may be extended by 30 days)
Procedure for consideration by the Board(Whether it will significantly damage theCompany’s corporate value and common
interests of shareholders)• Gather information, consider alternative
proposal• Discuss and negotiate with Large-scale
Purchaser• Obtain advice from external experts, etc.

Procedure for consideration
by Independent Panel• Obtain advice fromexternal experts, etc.
• Recommend to the Board
Recomwhether or not to trigger
mend
countermeasures

Consult

Independent Panelrecommends triggeringof countermeasures

Resolution by the Board (utmost respect to the Independent Panel’s recommendations)
Would not significantly
damage the Company’s
corporate value and common
interests of shareholders

Appropriate inpractice to confirm
the will of theshareholders directly

Would significantly damage
the Company’s corporate
value and common interestsof shareholders

Confirm Large-scale
Purchaser’s lack ofcompliance withprocedures

Resolution of Shareholder Referendum Meeting
Triggering of countermeasures not approved

Countermeasures not triggered

Triggering of countermeasures approved

Countermeasures triggered(gratis allotment of share acquisition rights, etc.)

Note: This flowchart is an overview of the Plan’s procedures. For details, please refer to the main text.

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