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 11, 2024
(Date of commencement of electronic provision measures) June 5, 2024
To Shareholders with Voting Rights:
Takayuki Koike
President
Valor Holdings Co., Ltd.
180-1 Oi-cho, Ena-shi, Gifu, JapanNOTICE OF
THE 67TH 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 67th 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. For information contained in the Reference Documents, etc. for the General Meeting of
Shareholders (the “matters subject to electronic provision measures”), please access the websites listedon the “4. Websites containing the matters subject to electronic provision measures” below.
1. Date and Time:
2. Place:

Thursday, June 27, 2024 at 10:00 a.m., Japan time
Grand Hall, Valor Culture Hall (Tajimi-shi Bunka Kaikan)
2-8 Jukuta-cho, Tajimi-shi, Gifu, Japan

3. Meeting Agenda:
Matters to be reported: 1. Business Report and Consolidated Financial Statements for theCompany’s 67th Fiscal Year (April 1, 2023 - March 31, 2024) andthe results 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 67th
Fiscal Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Election of Ten (10) Directors (Excluding Directors who are Audit &Proposal 1:
Supervisory Committee Members)
Election of Four (4) Directors who are Audit & Supervisory Committee
Proposal 2:
Members-1-

4. Websites Containing the Matters Subject to Electronic Provision Measures
1. The Company website:
https://valorholdings.co.jp/ir/event/meeting.html (in Japanese)* Search on the web for “Valor Holdings general meeting of shareholders”
2. Listed Company Search (Tokyo Stock Exchange (TSE) website)
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Enter the issue name (Valor Holdings) or securities code (9956), and click “Search,” andthen click “Basic information” and select “Documents for public inspection/PR
information.”
3. The Portal of Shareholders’ Meeting🄬 (Sumitomo Mitsui Trust Bank)
https://www.soukai-portal.net
Please scan the QR code on the enclosed Voting Rights Exercise Form, or enter the ID andinitial password written on the Voting Rights Exercise Form.
5. Matters Determined upon Convocation(1) Among the matters subject to electronic provision measures, the following matters are not statedin the paper copy to shareholders who made a request for delivery of documents in accordancewith the provisions of laws and regulations and the Articles of Incorporation of the Company.
Accordingly, the Audit & Supervisory Committee and the Accounting Auditor have audited the
documents subject to audit, including the following matters.
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”“Basic Policy on the Control of the Company”
II. Consolidated Statements of Changes in Net Assets
III. Notes to the Consolidated Financial Statements
IV. Non-consolidated Statements of Changes in Net Assets
V. Notes to the Non-consolidated Financial Statements(2) 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.
(3) 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.
(4) 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.
◼ For shareholders in wheelchairs, a dedicated space is provided in the venue.
A venue staff will guide you on your arrival at the venue.
◼ Shareholders’ caregivers and interpreters (sign language interpreters included) may attend themeeting. Please notify the reception desk of the venue.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Election of Ten (10) 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 ten (10) Directors.
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

Chairperson & CEO

12/12(100%)

2[Reappointment]

Takayuki Koike

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]

Morisaku Wagato

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

12/12(100%)

6[Reappointment]

Motohiko Takasu

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

12/12(100%)

7[Reappointment]

Naotaka Koketsu

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

8/8(100%)

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

12/12(100%)

8[Reappointment]

Shunichi Asakura

9[Reappointment]

Toshiyuki Takahashi Outside Director

10[Reappointment]

Yoko Yamashita

Outside Director

-3-

12/12
(100%)
8/8(100%)

No.

Name(Date of birth)

Masami Tashiro(June 9, 1947)[Reappointment]
1

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
CEO, the Company
April 2015
Chairperson & CEO, the Company (current)[Significant concurrent positions]

Number ofshares of theCompany held

1,350,846• Chairperson, Valor Co., Ltd.
• Chairperson, 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 Representative Director of the Company since 1994, while also serving as Representative Director ofa 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)
General Manager, IT Strategy Office and General
Manager, Information System Department, theCompany
Director, the Company

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

April 2020
August 2022
June 2023
August 2023

5,678

General Manager, Retail Technology Headquarters,
the Company (current)
Acting President, the Company
President, the Company (current)
CEO, Valor Financial Service Co., Ltd. (current)[Significant concurrent positions]• CEO, Chubu Kosan Co., Ltd.
• CEO, Valor Financial Service Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Takayuki Koike has experience, achievements and insight in the management of the Group, as he hasserved as Representative Director of a logistics business subsidiary and credit card company of the Group, as
well as the President of the Company since 2023.
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
Chairperson, 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

12,353[Significant concurrent positions]• President, Valor Co., Ltd.
• Chairperson, TACHIYA Co., Ltd.
• Chairperson, YAOSEN Co., Ltd.
• Chairperson, 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)

Akira Shinohana(September 25, 1972)

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

January 2017
September 2019

General Manager, General Affairs Department, theCompany

April 2020

General Manager, Administration Headquarters
and General Manager, Finance Department, theCompany
General Manager, Administration Headquarters,
the Company (current)[Reappointment]
4

March 2024

Number ofshares of theCompany held

16,124[Significant concurrent positions]• CEO, Chubu Agri Co., Ltd.
• CEO, Valor Agency Co., Ltd.
• CEO, Valor Max Co., Ltd.
• Chairperson, 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)

Morisaku Wagato(May 4, 1959)[Reappointment]
5

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

20,049President, 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 concurrently served as the Representative Director of a home improvement center businesscompany of the Group.
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)

Motohiko Takasu(January 22, 1974)[Reappointment]
6

Career summary, positions and responsibilities
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.

June 2013
June 2015
June 2017

Director, Chubu Yakuhin Co., Ltd.
Managing Director, Chubu Yakuhin Co., Ltd.
Director, the Company (current)

April 2018

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

Number ofshares of theCompany held

3,596

[Significant concurrent position]• 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.
April 1987

Joined the Company

January 2004

Section Manager, SM Product Department 1st
Section, the Company
General Manager, Product Department, CHUBU
FOODS Co., Ltd.

June 2012

Naotaka Koketsu(November 9, 1963)[Reappointment]

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)
Director, the Company (current)

April 2015

7
April 2019
June 2023

3,888[Significant concurrent position]• 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.

-8-

No.

Name
(Date of birth)

Shunichi Asakura(January 18, 1950)

Career summary, positions and responsibilities
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)
Chairperson, Daiyu LIC Holdings Co., Ltd.
(currently Alleanza Holdings Co., Ltd.)

June 2019

Director, the Company (current)

March 2023

Chairperson & CEO, Daiyu Eight Co., Ltd.
(current)

May 2023

Chairperson & CEO, Alleanza Holdings Co., Ltd.
(current)[Reappointment]
8

Number ofshares of theCompany held–

[Significant concurrent positions]• Chairperson & CEO, Alleanza Holdings Co., Ltd.
• Chairperson & 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.
April 1974
June 2003
Toshiyuki Takahashi June 2006
(December 11, 1950) June 2011

9

[Reappointment][Outside Director][Independent
Director]

October 2012
June 2013
June 2015
June 2021

Joined Ajinomoto Co., Inc.
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.
Audit & Supervisory Board Member,
AJINOMOTO FROZEN FOODS Co., Inc.
Retired from AJINOMOTO FROZEN FOODS
Co., Inc.
Outside Director, the Company (current)–[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.

-9-

No.

Name
(Date of birth)

Yoko Yamashita(July 25, 1978)

10[Reappointment][Outside Director][Independent
Director]

Career summary, positions and responsibilities
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
June 2023

Number ofshares of theCompany held

Outside Director, the Company (current)–[Significant concurrent position]• 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.”
5. Mr. Toshiyuki Takahashi will have served as Outside Director of the Company for three (3) years,
and Ms. Yoko Yamashita will have served as Outside Director of the Company for a year, at theconclusion of this General Meeting of Shareholders.
6. The Company entered into the liability limitation agreement with Mr. Toshiyuki Takahashi and Ms.
Yoko Yamashita as Outside Directors. If this proposal is approved, and Mr. Toshiyuki Takahashi and
Ms. Yoko Yamashita are appointed as Outside Directors, the Company plans to enter into theaforesaid liability limitation agreement 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
their duties, the Directors shall be liable for such damages up to the minimum liability amountstipulated in Article 425, Paragraph 1, of the Companies Act.

•The above limitation of liability shall apply only if the Directors acted in good faith andwithout gross negligence 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
Directors of the Company as the insured.
In the event that claims for damages are made against the insured persons due to the acts in thecourse of their duties as Directors of the Company, the said liability insurance agreement shallcompensate for legal damages and litigation expenses to be borne by the insured. All of thepremiums for the liability insurance agreement are borne by the Company.

- 10 -

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 becovered.
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 with the same details during their terms of office.

- 11 -

Proposal 2: Election of Four (4) Directors who are Audit & Supervisory Committee Members
The terms of office of all four (4) Directors who are Audit & Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes toelect four (4) Directors who are Audit & Supervisory Committee Members.
Also, this proposal is approved by the Audit & Supervisory Committee.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows.

No.

Positions

Name

Attendance
Attendanceat Audit &at Board ofSupervisory
Directors
Committee
meetings
meetings

1[Reappointment]

Toshio Abiko

Full-time Audit & Supervisory
Committee Member

12/12(100%)

12/12(100%)

2[Reappointment]

Mutsuo Masuda

Outside Audit & Supervisory
Committee Member

12/12(100%)

11/12
(92%)

3

[Reappointment]

Hirofumi Hata

Outside Audit & Supervisory
Committee Member

12/12(100%)

12/12(100%)

4[Reappointment]

Tokimitsu Ito

Outside Audit & Supervisory
Committee Member

12/12(100%)

12/12(100%)- 12 -

No.

Name(Date of birth)

Career summary, positions and responsibilities
April 1991

Joined The Norinchukin Bank

July 2013

Deputy General Manager, Credit & Investment
Planning Department, The Norinchukin BankManager, Osaka Branch, The Norinchukin Bank
General Manager of JA Management Measures
Department, Central Union of Agricultural
Cooperatives (JA Zenchu)
Joined Administration Headquarters, the Company
Director, the Company (Audit & Supervisory
Committee Member) (current)

June 2016
April 2019
Toshio Abiko(June 20, 1967)

June, 2022
June, 2022

[Reappointment]
1

Number ofshares of theCompany held–

[Significant concurrent positions]• Audit & Supervisory Board Member, Valor Co., Ltd.
• Audit & Supervisory Board Member, Home Center Valor Co., Ltd.
• Audit & Supervisory Board Member, CHUBU FOODS Co., Ltd.
• Audit & Supervisory Board Member, Chubu Kosan Co., Ltd.
• Audit & Supervisory Board Member, AXTOS Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Toshio Abiko has the experience and knowledge in working at financial institutions as well as deep
knowledge in finance and accounting.
The Company has nominated him as a candidate for Director, because he is considered suitable forstrengthening the corporate governance of the Company.
April 1969

Joined The Norinchukin Bank

June 2004

Representative Director and Vice President, The
Norinchukin Bank
Retired from The Norinchukin Bank

June 2005
Mutsuo Masuda(August 7, 1944)

2[Reappointment][Outside Director][Independent
Director]

September 2007
September 2008
September 2009
June 2015
June 2016

Chairperson, Agriculture Management Support
Study Group
Chairperson, Eiraku Co., Ltd.
Chairperson, Japan Food & Agriculture
Cooperative Organization (“JFACO”) (current)
Outside Director, the Company
Outside Director, the Company (Audit &Supervisory Committee Member) (current)[Significant concurrent position]• Chairperson, Japan Food & Agriculture Cooperative Organization(“JFACO”)[Reason for nomination as a candidate for Outside Director and expected roles]
Mr. Mutsuo Masuda has the experience in working at financial institutions, and the experience and knowledge
cultivated by broad activities thereafter, as well as deep insight in finance and accounting.
The Company has nominated him as a candidate for Outside Director, because he is considered suitable forstrengthening the corporate governance of the Company.

- 13 -

–

No.

3

Name
(Date of birth)

Career summary, positions and responsibilities
October 1979

Joined Yagi and Asano Auditing Office (currently
Ernst & Young ShinNihon LLC)

May 1999

Representative Partner, Showa Ota & Co.
(currently Ernst & Young ShinNihon LLC)

July 2007
Hirofumi Hata
(December 16, 1951)
July 2014[Reappointment][Outside Director] June 2015
[Independent
June 2016
Director]

Number ofshares of theCompany held

Director, The Japanese Institute of Certified Public
Accountants
Managing Partner, Hirofumi Hata Certified Public
Accountant Firm (current)–

Outside Director, the Company
Outside Director, the Company (Audit &Supervisory Committee Member) (current)[Significant concurrent positions]• Managing Partner, Hirofumi Hata Certified Public Accountant Firm
• Outside Director, Sato Foods Industries Co., Ltd.
[Reason for nomination as a candidate for Outside Director and expected roles]
Though Mr. Hirofumi Hata does not have experience of directly participating in company management, he has
the experience of being engaged in corporate accounting audit as Certified Public Accountant for long years,
deep insight in finance and accounting, and the knowledge of corporate activities.
The Company has nominated him as a candidate for Outside Director, because he is considered suitable forstrengthening the corporate governance of the Company.

Tokimitsu Ito(September 6, 1954)

4[Reappointment][Outside Director][Independent
Director]

July 2006

Director, Office of Public Relations, Management
and Co-ordination Department, Nagoya Regional
Taxation Bureau

July 2012

Director, Co-ordination Division, Management andCo-ordination Department, Nagoya Regional
Taxation Bureau
District Director, Nagoya Naka Tax Office

July 2014
August 2015

Managing Partner, Tokimitsu Ito Certified Public
Tax Accountant Firm (current)

June 2016

Outside Director, the Company (Audit &Supervisory Committee Member) (current)–[Significant concurrent positions]• Managing Partner, Tokimitsu Ito Certified Public Tax Accountant
Firm• Outside Auditor, Utsuno Corporation[Reason for nomination as a candidate for Outside Director and expected roles]
Though Mr. Tokimitsu Ito does not have experience of directly participating in company management, he has
the experience of being engaged in tax affairs as Certified Public Tax Accountant for long years, deep insight infinance and accounting, and the knowledge of corporate activities.
The Company has nominated him as a candidate for Outside Director, because he is considered suitable forstrengthening the corporate governance of the Company.

- 14 -

Notes:1. There are no special interests between each of the candidates and the Company.
2. Mr. Mutsuo Masuda, Mr. Hirofumi Hata, and Mr. Tokimitsu Ito are candidates for Outside Directors.
Pursuant to the rules of the Tokyo Stock Exchange and the Nagoya Stock Exchange, the Company
has designated three candidates for Outside Directors as independent officers, and notified theseexchanges of it.
3. Mr. Mutsuo Masuda and Mr. Hirofumi Hata will have served as Outside Directors for nine years,
and will have served as Directors who are Audit & Supervisory Committee Members for eight years,
at the conclusion of this General Meeting of Shareholders.
Mr. Tokimitsu Ito will have served as Outside Director who is Audit & Supervisory Committee
Member for eight years, at the conclusion of this General Meeting of Shareholders.
4. The Company entered into the liability limitation agreement with Mr. Mutsuo Masuda, Mr. Hirofumi
Hata, and Mr. Tokimitsu Ito as Outside Directors. If this proposal is approved, and Mr. Mutsuo
Masuda, Mr. Hirofumi Hata, and Mr. Tokimitsu Ito are reappointed as Outside Directors, theCompany plans to continue to enter into the aforesaid liability limitation agreement 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
their duties, the Directors shall be liable for such damages up to the minimum liability amountstipulated in Article 425, Paragraph 1, of the Companies Act.

•The above limitation of liability shall apply only if the Directors acted in good faith andwithout gross negligence in the performance of their duties that caused such liability.

5. 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
Directors of the Company as the insured.
In the event that claims for damages are made against the insured persons due to the acts in thecourse of their duties as Directors of the Company, the said liability insurance agreement shallcompensate for legal damages and litigation expenses to be borne by the insured. All of thepremiums 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 becovered.
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 with the same details during their terms of office.

- 15 -

[Reference]
Diversity and Skills Matrix of Candidates for Directors
Diversity
Name

Positions

Skills that the Board of Directors should have

Sex

Corporate
Industry
Finance,Age Management
Sustainability Technology
Legal
Expertise
Accounting
and Strategy

Governance,
Risk
Management

MasamiTashiroChairperson & CEO

Male

77





Takayuki
Koike

President

Male

51





Katsuyuki
Mori

Senior Managing
Director

Male

63







Akira
ShinohanaManaging Director

Male

51







Morisaku
WagatoDirector

Male

65









MotohikoTakasuDirector

Male

50









Naotaka
Koketsu

Director

Male

60





ShunichiAsakuraDirector

Male

74





Toshiyuki
Takahashi

Outside Director

Male

73





Yoko
Yamashita

Outside Director

Female

45






























Diversity and Skills Matrix of Candidates for Directors who are Audit & Supervisory Committee Members
Diversity
Name

Positions

Skills that the Board of Directors should have

Sex

Corporate
Industry
Finance,Age Management
Sustainability Technology
Legal
Expertise
Accounting
and Strategy

ToshioAbiko

Director, Audit &Supervisory
Committee Member(full-time)

Male

57

MutsuoMasudaOutside Director,
Audit & Supervisory
Committee Member

Male

79

Hirofumi
Hata

Outside Director,
Audit & Supervisory
Committee Member

Male

Tokimitsu
Ito

Outside Director,
Audit & Supervisory
Committee Member

Male

Governance,
Risk
Management









72





69







Notes: 1. The above table does not indicate all of the skills and areas of expertise possessed by each Director.
2. The age of the candidates for Directors and Audit & Supervisory Committee Members is as of June 27,2024.
3. “Industry” with respect to industry expertise is defined as retail trade, wholesale trade, food
manufacturing, sports club business, and transportation business.

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