Translation
Note:

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

Securities Code: 9843
April 21, 2021
To our shareholders:Toshiyuki Shirai,
Representative Director & President

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

Notice of the 49th Annual General Meeting of Shareholders
You are cordially informed that the 49th Annual General Meeting of Shareholders of Nitori Holdings Co., Ltd.
(the “Company”) will be held as indicated below.
In place of attending the Meeting in person, you may exercise your voting rights in writing, via the internet
or other means. Please review the attached Reference Documents for the General Meeting of Shareholders,and exercise your voting rights following the guidance below by 6:30 p.m. on Wednesday, May 12, 2021
(JST).
1. Date and Time:Thursday, May 13, 2021, at 10.00 a.m. (JST)

2. Venue:

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

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 49th fiscal year
(from February 21, 2020 to February 20, 2021), and the results of audits of theConsolidated Financial Statements by the Financial Auditor and the Audit & Supervisory
Committee
2. The Non-consolidated Financial Statements for the 49th fiscal year (from February 21,
2020 to February 20, 2021)
Matters to be resolved
Proposal:
Election of 10 Directors (Excluding Directors who are Audit & Supervisory Committee
Members)⚫ If you attend the Meeting in person, please present the enclosed voting form at the reception.
⚫ Of the documents that should be provided with the original Japanese version of this notice, the “Consolidated Statement of Changes in
Equity,” “Notes to Consolidated Financial Statements,” “Non-consolidated Statement of Changes in Equity” and “Notes to Nonconsolidated Financial Statements” are posted (in Japanese only) on the Company’s website (https://www.nitorihd.co.jp/ir/) pursuant to theprovisions of laws and regulations and the Article 16 of the Company’s Articles of Incorporation, and are not included in the original
Japanese version of this notice.
Accordingly, the original Japanese version of the attached documents constitutes one part of the documents that were audited by the Audit& Supervisory Committee in preparing the audit report and by the Financial Auditor in preparing the financial audit reports.
⚫ Any corrections in the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements
or Non-consolidated Financial Statements will be posted (in Japanese only) on the Company’s website above.

1

Reference Documents for the General Meeting of Shareholders
Proposal:

Election of 10 Directors (Excluding Directors who are Audit & Supervisory Committee
Members)

The terms of office of all seven Directors (excluding Directors who are Audit & Supervisory Committee
Members; applicable to the rest of this proposal) will expire at the conclusion of this General Meeting.
Therefore, the Company proposes an increase in the number of Directors by three (including one Outside
Director) in order to further strengthen our management structure and, consequently, the election of 10
Directors. Regarding this proposal, the Audit & Supervisory Committee has judged that all the candidates
for Director are qualified for the role.
The candidates for Director are as follows:
Candidate No.

Current positions
and responsibilities
in the Company
Representative
Director &Chairperson

Name

1

[Reappointment]

Akio Nitori

2[Reappointment]

Toshiyuki Shirai

3[Reappointment]

Fumihiro Sudo

4

[Reappointment]

Fumiaki Matsumoto

5[Reappointment]

Masanori Takeda

6[New
appointment]

Hiromi Abiko

7[New
appointment]

Takaaki Okano

8
9

10

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

Representative
Director & President
Director, Executive
Officer & Vice
President
Director, Executive
Officer & Vice
President
Director
General Manager of
GlobalMerchandising
Division
General Manager of
Global Sales
Promotion Office
In charge of Overseas
Sales Business
Managing Executive
Officer
General Manager of
HR Education
Division–

Sadayuki Sakakibara

Outside Director

Yoshihiko Miyauchi

Outside Director

Naoko Yoshizawa

2–

Attendance atmeetings of theBoard of Directors
11 out of 11
meetings(100%)
11 out of 11
meetings(100%)
11 out of 11
meetings(100%)
10 out of 11
meetings(90.9%)

11 out of 11
meetings(100%)––
11 out of 11
meetings(100%)
10 out of 10
meetings(100%)–

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Mar. 1972

Founded the Company, Senior Managing Director

May 1978Representative Director & President of the Company

Feb. 2003

Director of Marumitsu Co., Ltd. (currently Nitori Furniture Co.,
Ltd.)

Nov. 2009

Representative Director & Chairperson of Nitori Public Co., Ltd.

May 2010

Chairperson of DECOHOME CHINA Co., Ltd.

Aug. 2010

Representative Director & President of Nitori Co., Ltd.

Number of
the Company’s
shares owned

Representative Director & President of Home Logistics Co., Ltd.
Aug. 2011

Representative Director & President of Nitori Facility Co., Ltd.

May 2012

Director & Chairperson of Nitori USA, Inc.

May 2014

Representative Director & Chairperson of Nitori Co., Ltd. (current
position)
Representative Director & Chairperson of Home Logistics Co.,
Ltd.
Representative Director & Chairperson of Nitori Facility Co., Ltd.

Feb. 2016

1

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

May 2016
Akio Nitori(March 5, 1944)
June 2016[Reappointment]
Mar. 2017

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

Attendance at May 2017
meetings of theBoard ofDirectors:
Apr. 201811 out of 11
meetings (100%)
Dec. 2018

Director & Senior Advisor of Home Logistics Co., Ltd. (current
position)

Feb. 2020

Chairperson of NITORI (CHINA) HOLDING Co., Ltd.
Director & Senior Advisor of Nitori Public Co., Ltd.

Outside Director of IZUMI Co., Ltd. (current position)
Director & Senior Advisor of HOME DECO CO., LTD. (current
position)
Director & Founder of N Plus Co., Ltd.
Representative Director & Chairperson of N Plus Co., Ltd.
(current position)
Representative Director & Chairperson of Nitori Furniture Co.,
Ltd. (current position)

Mar. 2020

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

Reasons for nomination as candidate for Director:
The candidate founded the Company in 1972 and since then, aiming to achieve
the Company’s Roman (vision), “to provide the foundation of prosperous homeliving to the global community,” and while always making the most of his
excellent foresight and strong leadership, has led Nitori to grow from being one
furniture store to one of Japan’s top home furnishing chains. The Company
proposes the election of the candidate for Director, believing him to bequalified to continue as a Director that takes responsibility of decision making
related to management policies and corporate strategy and supervisory
functions regarding business execution.
Special interest between the candidate and the Company:
There is no special interest between Akio Nitori and the Company.

3

3,410,482
sharesCandidate
No.

Name
(Date of birth)

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

Joined the Company

May 2001

Director of the Company

May 2004

Managing Director of the Company

May 2008

Senior Managing Director of the Company

May 2010

Director & Senior Managing Executive Officer of the Company

Aug. 2010

Director of Nitori Co., Ltd.

Number of
the Company’s
shares owned

Director of Home Logistics Co., Ltd.
Dec. 2010

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

May 2012

Director of Nitori USA, Inc.

May 2014

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

Mar. 2015

Representative Director & President of Nitori Public Co., Ltd.

Toshiyuki Shirai May 2015
(December 21,
1955)
Feb. 2016

Representative Director & Chairperson of Home Logistics Co.,
Ltd.

[Reappointment]
2Mar. 2017

Attendance atmeetings of theBoard ofDirectors:
Apr. 201711 out of 11
meetings (100%) June 2017
Dec. 2018

Representative Director & President of the Company (current
position)
Representative Director & Chairperson of Nitori Public Co., Ltd.
Chairperson of NITORI (CHINA) HOLDING Co., Ltd.
Representative Director & Chairperson of HOME DECO CO.,LTD.
Chairperson of Nitori Taicang Trading & Logistics Co. Ltd.
External Director of KATITAS Co., Ltd. (current position)
Director of N Plus Co., Ltd. (current position)

Mar. 2019

Director of NITORI FURNITURE Co., Ltd. (current position)

Feb. 2020

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

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

July 2020

Director of Home Logistics Co., Ltd. (current position)

Reasons for nomination as candidate for Director:
The candidate has had a broad range of business experience such as being
involved in store operations, personnel, product development, logistics, andoverseas business, and has abundant experience and knowledge related tooverall management of the Group gained from serving positions such as
Representative Director & President of Nitori Co., Ltd. from May 2014 to
February 2020, and Representative Director & President of the Company fromFebruary 2016. Accordingly, the Company proposes the election of thecandidate for Director.
Special interest between the candidate and the Company:
There is no special interest between Toshiyuki Shirai and the Company.

441,927
sharesCandidate
No.

Name
(Date of birth)

Fumihiro Sudo
(May 5, 1956)

3

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

Joined SHIMACHU CO., LTD.

Sept. 2000

Representative Director of KANSAI SHIMACHU CO., LTD.

Apr. 2001

Joined the Company

May 2005

Executive Officer of the Company

May 2008

Managing Director of the Company

May 2010

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

May 2014

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

Aug. 2018

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

Apr. 2019

Director & Vice President, in charge of Store Development andNational Sales Business of the Company[Reappointment] May 2019

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

Feb. 2020
Attendance atmeetings of theBoard ofDirectors:
Jan. 2021
11 out of 11Mar. 2021
meetings (100%)

Director, Executive Officer & Vice President of the Company(current position)
General Manager of Business System Improvement Office
Chairperson, SHIMACHU CO., LTD.
Chairperson and Representative Director of SHIMACHU CO.,LTD. (current position)

Reasons for nomination as candidate for Director:
The candidate has abundant business experience, including store development
operations, and has abundant experience and knowledge related to overallmanagement gained from serving positions such as Vice President from August
2018. As the Chairperson and Representative Director of SHIMACHU CO.,LTD., he is currently tasked with executing a smooth integration of businessand creating synergies that would maximize the corporate value of bothcompanies. Accordingly, the Company proposes the election of the candidate
for Director.
Special interest between the candidate and the Company:
There is no special interest between Fumihiro Sudo and the Company.

5

Number of
the Company’s
shares owned

17,038sharesCandidate
No.

Name
(Date of birth)

Apr. 1981

Joined NISSAN MOTOR CO., LTD.

Aug. 2008

President of Nissan Motor Ibérica, S.A. (Spain)

Apr. 2010

President of Dongfeng Nissan Passenger Vehicle Company(China)Apr. 2014

Executive Vice President of NISSAN MOTOR CO., LTD.
(Corporate Officer)

June 2014

Director of NISSAN MOTOR CO., LTD.

June 2018

Retired from Director of NISSAN MOTOR CO., LTD.

Sept. 2018

Joined the Company
Executive Officer & Vice President of the Company

Nov. 2018

Executive Officer & Vice President, Project Leader of JapanChina Global Business Development Project of the Company

Apr. 2019

Executive Officer & Vice President of the Company, in charge ofOverseas Sales Business and Logistics Division[Reappointment] May 2019

Director & Vice President, Project Leader of Japan-China Global
Business Development Project of the Company, in charge ofOverseas Sales Business and Logistics Division

FumiakiMatsumoto(December 8,
1958)

4

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

Attendance atmeetings of theBoard ofDirectors:
10 out of 11
meetings(90.9%)

Feb. 2020

Director, Executive Officer & Vice President, General Manager of
Global Sales Promotion Office of the Company, in charge ofOverseas Sales Business and Logistics Division

July 2020

Director, Executive Officer & Vice President of the Company(current position)
Representative Director & Chairperson of Home Logistics Co.,
Ltd. (current position)

Reasons for nomination as candidate for Director:
The candidate has abundant experience and knowledge in the global
manufacturing/production control and sales business, as well as overall
corporate management, and has been in charge of promoting logistics businessof the Company on a global scale as Vice President since September 2018.
Accordingly, the Company proposes the election of the candidate for Director.
Special interest between the candidate and the Company:
There is no special interest between Fumiaki Matsumoto and the Company.

6

Number of
the Company’s
shares owned–
sharesCandidate
No.

Name
(Date of birth)

Masanori
Takeda(January 10,
1966)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Mar. 2004

Joined the Company

May 2014

Executive Officer of the Company
Merchandising Manager of Furniture Department of
Merchandising Division of Nitori Co., Ltd.

Oct. 2015

Executive Officer of the Company
General Manager of Merchandising Division of Nitori Co., Ltd.

May 2016

Senior Executive Officer of the Company
General Manager of Merchandising Division of Nitori Co., Ltd.

May 2017

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

Aug. 2018

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

Oct. 2018

Managing Director & General Manager of Global Merchandising
Division of the Company

Dec. 2018

Representative Director & President of N Plus Co., Ltd.

Apr. 2019

Managing Director, in charge of Global Product Development,
Inventory Control, Procurement Division and Deco Home
Business of the Company

Feb. 2020

Director & General Manager of Global Merchandising Divisionof the Company[Reappointment]

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

Attendance at July 2020
meetings of theBoard ofDirectors:
11 out of 11
meetings (100%)

Director & General Manager of Global Merchandising Division,
General Manager of Global Sales Promotion Office of theCompany (current position)
In charge of Overseas Sales Business (current position)
Representative Director & Chairperson of HOME DECO CO.,LTD. (current position)
Chairperson of NITORI (CHINA) HOLDING Co., Ltd. (current
position)
Chairperson of Nitori Taicang Trading & Logistics Co. Ltd.
(current position)
Chairperson of SIAM NITORI CO., LTD. (Thailand) (current
position)

5

Reasons for nomination as candidate for Director:
The candidate has abundant business experience and keen business insightowing to his broad experience in major operations of the Store Operations
Division, Recruitment Division, and Merchandising Division, etc. andcontributes to the promotion of product development and the expansion ofoverseas product procurement and sales channels as Director & General
Manager of Global Merchandising Division of the Company. In addition, heassumed the position as Representative Director & President of Nitori Co., Ltd.
from February 2020. Accordingly, the Company proposes the election of thecandidate for Director.
Special interest between the candidate and the Company:
There is no special interest between Masanori Takeda and the Company.

7

Number of
the Company’s
shares owned

10,178sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Nov. 1984

Joined the Company

May 2007

Seasonal Buyer Manager of Merchandising Division of theCompany

July 2015

Executive Officer of the Company

Number of
the Company’s
shares owned

Manager of Coordinated Merchandise Planning Section,
Merchandising Division of Nitori Co., Ltd.
May 2017

Senior Executive Officer of the Company
Manager of Coordinated Merchandise Planning Section,
Merchandising Division of Nitori Co., Ltd.

Nov. 2018

Hiromi Abiko(February 13,
1961)

6

Acting General Manager of Merchandising Division and Manager
of Coordinated Merchandise Planning Section, Merchandising
Division of Nitori Co., Ltd.
Feb. 2019[New
appointment]
Attendance atmeetings of theBoard ofDirectors:–

Senior Executive Officer, in charge of Global CoordinatedMerchandise Planning, Global Merchandising Division of theCompany

Senior Executive Officer, in charge of Coordinated Merchandise
Planning, Global Merchandising Division of the Company
Manager of Planning Group, Merchandising Division, andManager of Coordinated Product Planning Section,
Merchandising Division of Nitori Co., Ltd.

May 2020

Managing Executive Officer, in charge of CoordinatedMerchandise Planning, Global Merchandising Division of theCompany
Manager of Planning Group, Merchandising Division, andManager of Coordinated Product Planning Section, Merchandising
Division of Nitori Co., Ltd.

Mar. 2021

Managing Executive Officer & General Manager of HR
Education Division of the Company (current position)

Reasons for nomination as candidate for Director:
The candidate has abundant business experience and insight gained from her
extensive work experience in the planning, development and coordination of
products as well as her engagement in activities to promote diversity. The
candidate is also currently responsible for promoting HR education andcultivating corporate culture towards achieving the medium- to long-term planof the Company. Accordingly, the Company proposes the election of thecandidate for Director.
Special interest between the candidate and the Company:
There is no special interest between Hiromi Abiko and the Company.

85,136 shares

Candidate
No.

Name
(Date of birth)

Takaaki Okano(December 25,
1972)

7

[New
appointment]
Attendance atmeetings of theBoard ofDirectors:–

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
July 2003

Joined SHIMACHU HOME’S CO., LTD.

Sept. 2007

Joined SHIMACHU CO., LTD.

Aug. 2009

General Manager of Furniture Sales Department of SHIMACHU
CO., LTD.

Mar. 2010

General Manager of Furniture Product Department of
SHIMACHU CO., LTD.

July 2012

General Manager of Human Resources Department of
SHIMACHU CO., LTD.

Sept. 2013

Executive Officer & General Manager of Human Resources
Department of SHIMACHU CO., LTD.

Nov. 2014

Director & General Manager of Human Resources Department of
SHIMACHU CO., LTD.

Sept. 2015

Director & General Manager of General Affairs Department of
SHIMACHU CO., LTD.

Aug. 2017

Director & General Manager of President’s Office of SHIMACHU
CO., LTD.

Nov. 2017

President and Representative Director of SHIMACHU CO., LTD.
(current position)

Reasons for nomination as candidate for Director:
The candidate has abundant experience and deep insight gained from his
engagement in sales and administrative divisions at SHIMACHU CO., LTD.,and has also displayed his capability for overall management as its President
and Representative Director since November 2017. Accordingly, the Company
proposes the election of the candidate for Director, believing that he is needed toachieve a smooth integration of the management of SHIMACHU CO., LTD.
and the Company.
Special interest between the candidate and the Company:
There is no special interest between Takaaki Okano and the Company.

9

Number of
the Company’s
shares owned–
sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1967

Joined Toyo Rayon Co., Ltd. (currently Toray Industries, Inc.)

June 2002

President and Representative Member of the Board of Toyo
Rayon Co., Ltd.

June 2010

Chairman and Representative Member of the Board of Toyo
Rayon Co., Ltd.

Number of
the Company’s
shares owned

Outside Director of Mitsui O.S.K. Lines, Ltd.

Sadayuki
Sakakibara(March 22,
1943)

8

June 2012

Outside Director of Nippon Telegraph and Telephone Corporation(current position)

June 2013

Outside Director of Hitachi, Ltd.

June 2014

Chairman of Japan Business Federation (Keidanren)
Chairman of the Board of Toray Industries, Inc.

June 2018

Honorary Chairman of Japan Business Federation (Keidanren)(current position)

Mar. 2019

Outside Director of SHIMANO, INC. (current position)

May 2019

Outside Director of the Company (current position)

Dec. 2019

Outside Director of Japan Investment Corporation (current
position)

June 2020

Outside Director and Chairman of the Board of The Kansai
Electric Power Company, Incorporated (current position)

Reasons for nomination as candidate for Outside Director and expected role:
The candidate has abundant experience and deep insight gained from his
extensive years of engaging in management of Toray Industries, Inc. and has
served in important positions such as Chairman of Japan Business Federation[Reappointment] (Keidanren). He has been actively expressing his opinions as to the[Outside]
strengthening of overall management at meetings of the Board of Directors of[Independent] the Company and playing his proper role as an Outside Director in the
supervision of business execution.
Attendance at For these reasons, the Company proposes the election of the candidate formeetings of the Outside Director, believing that he will contribute to further enhancement ofBoard ofour corporate governance by providing appropriate supervision and useful
Directors:
advice for the Company’s overall management.
11 out of 11
Tenure as Outside Director: 2 years (at the conclusion of this meeting)meetings (100%)
Special interest between the candidate and the Company:
There is no special interest between Sadayuki Sakakibara and the Company.
In the case where the candidate is currently an Outside Director of theCompany, and there has been any fact in violation of laws and regulations or
the Articles of Incorporation or other unfair execution of business at theCompany during the candidate’s term of office after the candidate was mostrecently elected, the outline of the said fact and the actions taken by thecandidate to prevent the occurrence of the fact and the actions taken in
response after the occurrence of the fact:
During the term of office of Sadayuki Sakakibara, it was found that some of the
diatomite products sold at the Group’s stores contained asbestos in excess oflegal standards. The Company voluntarily recalled the products. Although he
was not aware of the above fact prior to its occurrence, he has regularly madesuggestions as necessary at the meetings of the Board of Directors and othermeetings, with the importance of compliance with laws and regulations in mind
and from the viewpoint of compliance-oriented corporate management. Afterthe above fact was found, he has been appropriately fulfilling his duties, suchas by expressing his views on preventing its recurrence.

10–
sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Aug. 1960

Joined Nichimen & Co., Ltd. (currently Sojitz Corporation)

Apr. 1964

Joined Orient Leasing Co., Ltd. (currently ORIX Corporation)

Mar. 1970

Director of Orient Leasing Co., Ltd.

Dec. 1980

Representative Executive Officer, President and Chief Executive
Officer of Orient Leasing Co., Ltd., Group CEO

Apr. 2000

Representative Executive Officer, Chairman and Chief Executive
Officer of ORIX Corporation, Group CEO

June 2003

Director, Representative Executive Officer, Chairman and Chief
Executive Officer of ORIX Corporation, Group CEO

Apr. 2006

Outside Director of ACCESS CO., LTD. (current position)

June 2014

Senior Chairman of ORIX Corporation (current position)

June 2017

Outside Director of Calbee, Inc. (current position)

Oct. 2019

Outside Director of RAKSUL INC. (current position)

May 2020

Outside Director of the Company (current position)

Reasons for nomination as candidate for Outside Director and expected role:
The candidate has abundant experience and deep insight in corporate
management gained from his extensive years of engaging in management of
ORIX Corporation. He has been actively expressing his opinions on our
medium- to long-term plan, management strategy, and other matters, atmeetings of the Board of Directors of the Company and playing his proper role
[Reappointment] as an Outside Director in the supervision of business execution.
For these reasons, the Company proposes the election of the candidate for[Outside][Independent] Outside Director, believing that he will continue to provide appropriate
supervision for the business execution of the Company and useful advice from
Attendance at a broader perspective for the Company’s overall management.
meetings of the Tenure as Outside Director: 1 year (at the conclusion of this meeting)Board ofSpecial interest between the candidate and the Company:
Directors:
There is no special interest between Yoshihiko Miyauchi and the Company.
10 out of 10
meetings (100%) In the case where the candidate is currently an Outside Director of theCompany, and there has been any fact in violation of laws and regulations or
the Articles of Incorporation or other unfair execution of business at theCompany during the candidate’s term of office after the candidate was mostrecently elected, the outline of the said fact and the actions taken by thecandidate to prevent the occurrence of the fact and the actions taken in
response after the occurrence of the fact:
During the term of office of Yoshihiko Miyauchi, it was found that some of the
diatomite products sold at the Group’s stores contained asbestos in excess oflegal standards. The Company voluntarily recalled the products. Although he
was not aware of the above fact prior to its occurrence, he has regularly madesuggestions as necessary at the meetings of the Board of Directors and othermeetings, with the importance of compliance with laws and regulations in mind
and from the viewpoint of compliance-oriented corporate management. Afterthe above fact was found, he has been appropriately fulfilling his duties, suchas by expressing his views on preventing its recurrence.

Number of
the Company’s
shares owned

Yoshihiko
Miyauchi(September 13,
1935)

9

11

–
sharesCandidate
No.

10

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Aug. 1988

Joined Fujitsu Limited

Sept. 2009

Vice President of Mobile Phones Unit of Fujitsu Limited

Oct. 2011

Head of Global Research & Development Center of Fujitsu
Laboratories of America, Inc.

Apr. 2016

Deputy Head of Advanced System Research & Development
Unit and Head of AI Promotion Office of Fujitsu Limited

Apr. 2017
Naoko
Yoshizawa(May 29, 1964) Apr. 2018

Corporate Executive Officer and Head of AI Platform Business
Unit of Fujitsu Limited[New
appointment][Outside][Independent]

Sept. 2018

Corporate Executive Officer, EVP of Fujitsu Limited, CEO of
FUJITSU Intelligence Technology Ltd.

Nov. 2019

Corporate Executive Officer, EVP and Evangelist of Digital
Software & Solutions Business Group of Fujitsu Limited

Attendance atmeetings of theBoard ofDirectors:–

Reasons for nomination as candidate for Outside Director and expected role:
The candidate has extensive insight and experience in corporate management
gained from her years of holding key positions in a range of business fields at
Fujitsu Limited, including driving the company’s DX (digital transformation).
The Company proposes the election of the candidate for Outside Director,
believing that she will make use of her experience and insight to contribute toimproving the Company’s IT readiness for implementing DX as well as toprovide appropriate supervision and useful advice for the Company’s overallmanagement, and thereby appropriately exercise her duties as an Outside
Director.

Number of
the Company’s
shares owned

Corporate Executive Officer, EVP and Vice Head of Digital
Services Business of Fujitsu Limited–
sharesSpecial interest between the candidate and the Company:
There is no special interest between Naoko Yoshizawa and the Company.
Notes:

1.

2.

3.

4.

5.

Sadayuki Sakakibara, Yoshihiko Miyauchi, and Naoko Yoshizawa are candidates for Outside Director. Each ofthem meets the “Independence Criteria for Outside Directors” established by the Company. Please refer to page
15 for the “Independence Criteria for Outside Directors.”
Furthermore, the Company has entered into a special advisor (part-time) agreement with Sadayuki Sakakibara
for the period from September 2018 to May 2019. The primary purpose for the agreement was to receive his
opinions and suggestions concerning overall corporate management based on his abundant experience and insight,
as well as to retain him until the 47th Annual General Meeting of Shareholders held on May 16, 2019 to which
the proposal regarding the election of Directors is submitted, when obtaining informal consent from him toassume the position of Outside Director. His remuneration for this role was a total amount of less than ¥5 million,
an immaterial amount, and it was therefore judged not to affect his independence.
The Company registered Sadayuki Sakakibara and Yoshihiko Miyauchi as independent officers with the Tokyo
Stock Exchange and the Sapporo Securities Exchange pursuant to the regulations of the Exchanges. If theirreappointment is approved, the Company plans to continue their designation as independent officers. The
Company plans to register Naoko Yoshizawa as an independent officer with the same Exchanges pursuant to theregulations of the Exchanges if her election is approved.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into
agreements with Sadayuki Sakakibara and Yoshihiko Miyauchi to limit their liability for damages under Article
423, paragraph 1 of the Companies Act to the minimum liability amount provided for by Article 425, paragraph
1 of the same Act. If their reappointment is approved, the Company plans to renew the limited liability agreementswith them. If the election of Naoko Yoshizawa is approved, the Company plans to enter into a similar agreementwith her.
The Company has concluded a directors and officers liability insurance contract with an insurance company
designating all Directors as the insured, which will cover any damages that may be incurred by the insured
Directors as a result of assuming responsibilities for the execution of their duties, or receiving claims inconnection with the pursuit of such responsibilities. All candidates will be insured under the said insurance
contract. The Company plans to renew the contract with the same contents at the time of the next renewal.
Regarding the attendance of Yoshihiko Miyauchi at meetings of the Board of Directors, since he was elected as
Director at the 48th Annual General Meeting of Shareholders held on May 14, 2020, the number indicated is thenumber of meetings held after he assumed office as Director. Meetings of the Board of Directors were held 10
times since his appointment.

12For reference (1) Composition of officers after the proposal is approved (management structure from May
13, 2021)
Of the skills, etc. held by each Director, maximum of seven main skills are marked with ●.

Knowledge and experience the Company expects of Directors
Candidate
No.

Title
(scheduled)

Name

Representative

1

Akio Nitori [Reappointment] Director &2Toshiyuki
Shirai34Chairperson
Representative[Reappointment] Director &President

Director,
Executive
Officer & Vice
President
Director,
Fumiaki [Reappointment] Executive
Officer & Vice
MatsumotoPresident

Fumihiro
Sudo[Reappointment]

5

Masanori
Takeda6

HiromiAbiko[New
appointment]

Director

7

TakaakiOkano[New
appointment]

Director[Reappointment] Director

Corporate
Product
Management
Development
Management
Coordination
Strategy

●

●

●

●

●

●

●
●

Sadayuki [Reappointment][Independent] Outside Director
Sakakibara[Outside]●9

Yoshihiko
Miyauchi[Reappointment][Independent] Outside Director[Outside]

●

10

Naoko
Yoshizawa[New
appointment][Independent][Outside]●–

Takao Kubo–

Takaharu
Ando[Independent][Outside]–Kazuhiro
Suzuki[Independent][Outside]–

Tsuneyoshi
Tatsuoka[Independent][Outside]

Director
Full-timeMember of Audit& Supervisory
Committee
Outside Director
Audit &
Supervisory
Committee
Member(Chairperson)
Outside Director
Audit &
Supervisory
Committee
MemberOutside Director
Audit &
Supervisory
Committee
Member

Logistics &Trading
Procurement

DX Promotion
Sales Planning
IT &Store-opening
Information
Policycommunications

●
●

●
●

●

●

●

●

●

●

●

●

●
●

●

8

Outside Director

Production
Quality
Control

●
●

●
●

●
●

●

●

●

13

Knowledge and experience the Company expects of Directors
Candidate
No.

Name

1

Akio Nitori

2

Macroeconomic& International
Situation

Overseas
Business
Strategy●

Rejecting Status Organization
Quo& HR
Changes &HR
Challenges
Development

Legal Affairs
RiskManagement

Finance &Internal Control Sustainability
Accounting
Governance
SDGs
Taxation●●●

Toshiyuki
Shirai●●3

Fumihiro
Sudo

●

4

FumiakiMatsumoto●●

5

Masanori
Takeda●●6

HiromiAbiko

7

TakaakiOkano

8

Sadayuki
Sakakibara

●

●

●

●

9

Yoshihiko
Miyauchi

●

●

●

●

10

Naoko
Yoshizawa–

Takao Kubo–

Takaharu
Ando–

Kazuhiro
Suzuki–

Tsuneyoshi
Tatsuoka

●
●

●

●

●

●

●
●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

14

●

●

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

1.
2.

3.

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

15