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
June 2, 2023
(Date of commencement of electric provision measures: May 24, 2023)
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 51st Annual General Meeting of Shareholders
Please be informed that the 51st Annual General Meeting of Shareholders of Nitori Holdings Co., Ltd. (the“Company”) will be held as indicated below.
When convening this General Meeting of Shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures on the following Company website under the title “Notice of the 51st Annual
General Meeting of Shareholders.”
The Company’s website
https://www.nitorihd.co.jp/en/ir/shareholder/shareholder_meeting.html
In addition to the website shown above, this information also has been posted on the website below.
Tokyo Stock Exchange website (TSE) (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the TSE website above, enter “Nitori Holdings” in the “Issue name (company name)” field or ourstock exchange code “9843” in the “Code” field, and click on “Search” to find search results. Then, click on “Basic
information” and “Documents for public inspection/PR information” in this order to find “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”
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 6:00 p.m. on Wednesday, June 21, 2023
(JST).
1. Date and Time:Thursday, June 22, 2023, at 10.00 a.m. (JST)(Due to the record date change, this date is one month later than last year.)

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 51st fiscal year
(from February 21, 2022 to March 31, 2023), and the results of audits of the Consolidated
Financial Statements by the Financial Auditor and the Audit & Supervisory Committee
2. The Non-consolidated Financial Statements for the 51st fiscal year (from February 21,
2022 to March 31, 2023)
Matters to be resolved
Proposal No. 1: Election of Nine (9) Directors (Excluding Directors who are Audit & Supervisory
Committee Members)
Proposal No. 2: Election of One (1) Director who is Audit & Supervisory Committee Member1⚫ If you attend the Meeting in person, please present the enclosed voting form at the reception.
⚫ The original Japanese version of the paper copy to be delivered to shareholders who made a request for delivery of documents does notinclude the “Consolidated Statement of Changes in Equity,” “Notes to Consolidated Financial Statements,” “Non-consolidated Statementof Changes in Equity” and “Notes to Non-consolidated Financial Statements” pursuant to the provisions of laws and regulations and the
Article 16, paragraph 2 of the Company’s Articles of Incorporation. Accordingly, the said paper copy constitutes only part of the documents
audited by the Audit & Supervisory Committee and the Financial Auditor in preparing audit reports.
⚫ If any corrections are made to the matters subject to electronic provision measures, the original and revised versions of those matters will
be posted (in Japanese only) on each website where the documents are posted.

2

Reference Documents for the General Meeting of Shareholders
Proposal No.1:

Election of Nine (9) Directors (Excluding Directors who are Audit & Supervisory
Committee Members)

The terms of office of all 9 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. In
addition, Sadayuki Sakakibara resigned as Director as of October 1, 2022. Therefore, the Company proposes
the election of nine (9) Directors. Regarding this proposal, the Audit & Supervisory Committee has judgedthat all the candidates for Directors are qualified for the role.
The candidates for Directors 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[Reappointment]

Hiromi Abiko

7[Reappointment]

Takaaki Okano

Director

Yoshihiko Miyauchi

Outside Director

Naoko Yoshizawa

Outside Director

89[Reappointment][Outside][Independent][Reappointment][Outside][Independent]

3

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 BusinessDirector
General Manager of
HR Education
Division

Attendance atmeetings of theBoard of Directors
14 out of 14
meetings(100%)
14 out of 14
meetings(100%)
14 out of 13
meetings(92.9%)
14 out of 14
meetings(100%)

14 out of 14
meetings(100%)

14 out of 14
meetings(100%)
14 out of 14
meetings(100%)
14 out of 14
meetings(100%)
14 out of 14
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
May 2016
Akio Nitori(March 5, 1944) June 2016
Mar. 2017[Reappointment] May 2017
1

Attendance atmeetings of theApr. 2018
Board ofDirectors:
14 out of 14
Dec. 2018
meetings (100%)
Feb. 2020

Representative Director & Chairperson (CEO) of the Company(current position)
Outside Director of KOHNAN SHOJI CO., LTD.
Chairperson of NITORI (CHINA) HOLDING Co., Ltd.
Director & Senior Advisor of Nitori Public Co., Ltd.
Director & Senior Advisor of Home Logistics Co., Ltd. (current
position)
Outside Director of IZUMI Co., Ltd.
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)

Apr. 2022

Representative Director & Chairperson of Nitori Digital Base 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.

43,410,482
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. 201714 out of 14
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.
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.

542,190sharesCandidate
No.

Name
(Date of birth)

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

Attendance atmeetings of theBoard ofDirectors:
13 out of 14
meetings(92.9%)

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

May 2019

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

Feb. 2020

Director, Executive Officer & Vice President of the Company(current position)
General Manager of Business System Improvement OfficeJan. 2021

Chairperson, SHIMACHU CO., LTD.

Mar. 2021

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.

6

Number of
the Company’s
shares owned

11,283
sharesCandidate
No.

Name
(Date of birth)

FumiakiMatsumoto(December 8,
1958)[Reappointment]

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
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(Mainland China)

Apr. 2014

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

June 2014

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

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

4
Attendance atFeb. 2020
meetings of theBoard ofDirectors:
July 2020
14 out of 14
meetings (100%)

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

7

Number of
the Company’s
shares owned

1,198
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

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:
14 out of 14
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 knowledge owing to his
broad experience in major operations of the Store Operations Division,
Recruitment Division, and Merchandising Division, etc. and contributes to thepromotion of product development and the expansion of overseas productprocurement and sales channels as Director & General Manager of Global
Merchandising Division of the Company. In addition, he assumed the position
as Representative Director & President of Nitori Co., Ltd. since February 2020.
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 Masanori Takeda and the Company.

8

Number of
the Company’s
shares owned

10,542shares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.

Hiromi Abiko(February 13,
1961)

May 2017

Senior Executive Officer of the Company

Nov. 2018

Senior Executive Officer, in charge of Global CoordinatedMerchandise Planning, Global Merchandising Division of theCompany
Acting General Manager of Merchandising Division and Manager
of Coordinated Merchandise Planning Section, Merchandising
Division of Nitori Co., Ltd.

Feb. 2019[Reappointment]
6

Attendance atmeetings of the May 2020
Board ofDirectors:
14 out of 14
Mar. 2021
meetings (100%)
May 2021

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.
Managing Executive Officer, in charge of CoordinatedMerchandise Planning, Global Merchandising Division of theCompany
Managing Executive Officer & General Manager of HR
Education Division of the Company
Director & General Manager of HR Education Division of theCompany (current position)

Reasons for nomination as candidate for Director:
The candidate has abundant business experience and knowledge gained from her
extensive work experience in the planning, development and coordination of
products as well as her engagement in the activities of the Sustainable
Management Promotion Committee. The candidate is also currently responsible
for promoting HR education and cultivating corporate culture towards achieving
the medium- to long-term management plan of the Company. Accordingly, theCompany proposes the election of the candidate for Director.
Special interest between the candidate and the Company:
There is no special interest between Hiromi Abiko and the Company.

9

5,324
sharesCandidate
No.

Name
(Date of birth)

Takaaki Okano(December 25,
1972)[Reappointment]
7

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.

Attendance at Aug. 2017 Director & General Manager of President’s Office of SHIMACHU
CO., LTD.
meetings of theBoard ofNov. 2017 President and Representative Director of SHIMACHU CO., LTD.
Directors:(current position)
14 out of 14
May 2021 Director of the Company (current position)
meetings (100%)
Reasons for nomination as candidate for Director:
The candidate has abundant business experience and knowledge 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 willcontinue to be needed to achieve 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.

10

Number of
the Company’s
shares owned

66
sharesCandidate
No.

Name
(Date of birth)

Yoshihiko
Miyauchi(September 13,
1935)

8

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)[Reappointment] June 2017
[Outside]
Oct. 2019[Independent]
May 2020

Number of
the Company’s
shares owned

Outside Director of Calbee, Inc. (current position)
Outside Director of RAKSUL INC. (current position)
Outside Director of the Company (current position)

Attendance at Reasons for nomination as candidate for Outside Director and expected role:meetings of the The candidate has abundant experience and deep insight in corporate
Board ofmanagement gained from his extensive years of engaging in management of
Directors:
ORIX Corporation. He has been actively expressing his opinions on our
14 out of 14
medium- to long-term plan, management strategy, and other matters, atmeetings (100%) meetings of the Board of Directors of the Company and playing his proper roleas an Outside Director in the supervision of business execution.
For these reasons, the Company proposes the election of the candidate for
Outside Director, believing that he will continue to provide appropriate
supervision for the business execution of the Company and useful advice froma broader perspective for the Company’s overall management.
Tenure as Outside Director: 3 years (at the conclusion of this meeting)Special interest between the candidate and the Company:
There is no special interest between Yoshihiko Miyauchi and the Company.

11377
sharesCandidate
No.

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

Corporate Executive Officer and Head of AI Platform Business
Unit of Fujitsu Limited

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

Corporate Executive Officer, EVP and Vice Head of Digital
Services Business of Fujitsu Limited
Corporate Executive Officer, EVP of Fujitsu Limited, CEO of
FUJITSU Intelligence Technology Ltd.

[Reappointment]
Nov. 2019 Corporate Executive Officer, EVP and Evangelist of Digital[Outside]
Software & Solutions Business Group of Fujitsu Limited[Independent]
May 2021 Outside Director of the Company (current position)
Attendance at June 2021 Outside Director of Yamaha Corporation (current position)
meetings of theReasons for nomination as candidate for Outside Director and expected role:
Board ofThe candidate has abundant experience and deep insight in corporate
Directors:
management gained from her years of holding key positions in a range of
14 out of 14
meetings (100%) business fields at Fujitsu Limited, including driving the company’s DX (digitaltransformation). The Company proposes the election of the candidate for
Outside Director, believing that she will make use of her experience and insight
to contribute to improving the Company’s IT readiness for promoting DX aswell as to provide appropriate supervision and useful advice for the Company’s
overall management, and thereby appropriately exercise her duties as an
Outside Director.
Tenure as Outside Director: 2 years (at the conclusion of this meeting)9

Number of
the Company’s
shares owned–
sharesSpecial interest between the candidate and the Company:
There is no special interest between Naoko Yoshizawa and the Company.
Notes:

1.

Yoshihiko Miyauchi and Naoko Yoshizawa are candidates for Outside Director and each of them meets the“Independence Criteria for Outside Directors” established by the Company. Please refer to page 17 for the“Independence Criteria for Outside Directors.”
2. The Company registered Yoshihiko Miyauchi and Naoko Yoshizawa as independent officers with the Tokyo
Stock Exchange and the Sapporo Securities Exchange pursuant to the regulations of the Exchanges. If theirreelections are approved, the Company plans to continue their designation as independent officers.
3. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into
agreements with Yoshihiko Miyauchi and Naoko Yoshizawa 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 ofthe same Act. If their reelections are approved, the Company plans to renew the limited liability agreements withthem.
4. The Company has concluded a directors and officers liability insurance contract provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance contract shall cover damages,
legal expenses, etc. (except for causes for exemptions stipulated under the contract) in the event where a claim
for damages is made during the insurance period as a result of the execution of duties by directors and officers.
However, as a measure to ensure the appropriateness of the execution of duties by the insured is not impaired,
there are certain causes for exemptions, including no coverage for damage arising from acts committed by the
insured while being aware that they were in violation of laws and regulations. The insureds under the said
insurance contract are directors and executive officers of the Company and its domestic and overseas subsidiaries(excluding some). In addition, the insurance premiums are fully borne by the Company. All candidates will be
insured under the said insurance contract. In addition, the Company plans to renew the insurance contract withthe same terms and conditions in February 2024, and all candidates will continue to be insured under the said
insurance contract if their reelections are approved.
5. The “Number of the Company’s shares owned” by each candidate indicates the actual number of shares,
including the shares held by the Officers’ Shareholding Association of the Company.

12Proposal No. 2:

Election of One (1) Director who is Audit & Supervisory Committee Member

The Company proposes to increase the number of Directors who are Audit & Supervisory Committee
Members by one to further strengthen the auditing and supervisory functions and corporate governancestructure. Therefore, the Company proposes the election of one Director who is Audit & Supervisory
Committee Member.
The Audit & Supervisory Committee has given its approval to this proposal.
The candidate for Director who is Audit & Supervisory Committee Member is as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1978

Joined National Police Agency

Sept. 1998

Chief of Toyama Prefectural Police Headquarters

Oct. 1999

General Manager of Administration Department, Kanagawa
Prefectural Police Headquarters

Sept. 2001

Director of 2nd Investigation Division, Criminal Affairs Bureau,
National Police Agency

Aug. 2003

Director of Personnel Division, Commissioner-General’s
Secretariat, National Police Agency

MasahitoJan. 2006
Kanetaka(June 29, 1954)
Aug. 2007[New
appointment] Aug. 2008
[Outside][Independent] June 2009
Attendance atmeetings of theBoard ofDirectors:–

1

Attendance atmeetings of the
Audit &
Supervisory
Committee:–

Number of
the Company’s
shares owned

General Manager of Criminal Investigation Bureau, Metropolitan
Police Department
General Manager of Personal and Training Bureau, Metropolitan
Police Department
Senior Councilor of Commissioner-General’s Secretariat,
National Police Agency
Commissioner of Criminal Affairs Bureau, National Police
AgencyOct. 2011

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

Jan. 2013

Deputy Commissioner-General, National Police Agency

Jan. 2015

Commissioner-General, National Police Agency

Aug. 2016Retired from National Police Agency

Dec. 2016

Chief Director, Japan Police Personnel Mutual Aid Association–
sharesReasons for nomination as candidate for Outside Director:
The candidate has abundant experience and deep insight from his extensive
years in important positions such as Commissioner-General of National Police
Agency. We believe that he will provide appropriate advice based on his
professional experience and insight, particularly with respect to strengthening
our risk management and compliance system. Although the candidate has
never directly taken part in corporate management, the Company judges that
he will appropriately fulfill his duties as Outside Director based on the above
reasons. Accordingly, the Company proposes the election of the candidate for
Outside Director who is Audit & Supervisory Committee Member.
Special interest between the candidate and the Company:
There is no special interest between Masahito Kanetaka and the Company.

Notes: 1.
2.
3.

4.

Masahito Kanetaka is a candidate for Outside Director and meets the “Independence Criteria for Outside
Directors” established by the Company. Please refer to page 17 for the “Independence Criteria for Outside
Directors.”
The Company registered Masahito Kanetaka as an independent officer with the Tokyo Stock Exchange and the
Sapporo Securities Exchange pursuant to the regulations of the Exchanges. If his election is approved, theCompany plans for his designation as an independent officer.
If his election is approved, pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, theCompany plans to enter into an agreement with Masahito Kanetaka to limit his 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.
The Company has concluded a directors and officers liability insurance contract provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance contract shall cover damages,
legal expenses, etc. (except for causes for exemptions stipulated under the contract) in the event where a claim
for damages is made during the insurance period as a result of the execution of duties by directors and officers.
However, as a measure to ensure the appropriateness of the execution of duties by the insured is not impaired,
there are certain causes for exemptions, including no coverage for damage arising from acts committed by the13insured while being aware that they were in violation of laws and regulations. The insureds under the said
insurance contract are directors and executive officers of the Company and its domestic and overseas subsidiaries(excluding some). In addition, the insurance premiums are fully borne by the Company. All candidates will be
insured under the said insurance contract. In addition, The Company plans to renew the insurance contract withthe same terms and conditions in February 2024, and the candidate will continue to be insured under the said
insurance contract if his reelection is approved.

14

For reference (1)Composition of officers after the proposals are approved (management structure from June 22, 2023)
Of the skills, etc. held by each Director, maximum of six main skills are marked with ●.

ProposalCandidate
No.

Title
(Scheduled)

Name

Corporate
Management

Rejecting Status
Quo

Product
Development

Akio Nitori [Reappointment] Director &

●

●

●

2

Toshiyuki
Representative[Reappointment]
Director & President
Shirai●●3

Director, Executive
Fumihiro[Reappointment] Officer & Vice
Sudo
President●●

4

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

5

Masanori[Reappointment] Director
Takeda●●●6

Hiromi
Abiko[Reappointment] Director

●

●

7

TakaakiOkano[Reappointment] Director

8

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

9

Naoko [Reappointment][Independent] Outside Director
Yoshizawa[Outside]●

Representative

1

Chairperson

Proposal
1

Proposal2

Knowledge and experience the Company expects of
Directors
(1)
(2)
(3)

–

Takao
Kubo

–

Yoshiyuki
Izawa–

HisayoshiAndo

1Masahito
Kanetaka●

Director(Full-time Member ofAudit & Supervisory
Committee)
Outside Director[Independent](Audit & Supervisory[Outside]
Committee Member)
Outside Director[Independent](Audit & Supervisory[Outside]
Committee Member)[New
Outside Director
appointment](Audit & Supervisory[Independent]
Committee Member)[Outside]

●

●

●
●

Summary of each skill(1) Corporate Management:(2) Rejecting Status Quo:
(3) Product Development:(4) Supply Chain Management:(5) IT and DX:

Having experience in company management as a manager
Equipped with a mindset essential for our management team, which is to constantly reject the status quo
and repeatedly observe, analyze, and judge in order to make improvements and reforms
Having the skills to develop attractive products that can create “offering the unexpected” value by totally
coordinating them
Having the skills to develop our unique business model of integrating manufacturing, distribution, IT,
and retail and optimize the structure from procurement to sales
Having the skills to drive company-wide business process improvements through IT utilization and DX

15

Knowledge and experience the Company expects of Directors
Candidate
No.

Name

(4)

(5)

(6)

Supply Chain
Management

IT and DX

GlobalManagement

1

Akio
Nitori●2

Toshiyuki
Shirai●●3

Fumihiro
Sudo

●

●

4

FumiakiMatsumoto●●

5

Masanori
Takeda●6

HiromiAbiko

7

Takaaki
Okano

●

8

Yoshihiko
Miyauchi

●

9

Naoko
Yoshizawa

–

Takao
Kubo

●

–

Yoshiyuki
Izawa

●

–

HisayoshiAndo

1Masahito
Kanetaka

●

(7)

(8)
Legal Affairs /HR
Risk
Development
Management

(9)

(10)

Finance

Sustainability

●
●

●
●

●

●

●

●
●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

(6) Global Management:(7) HR Development:

●

●

●
●

Having macroeconomic views and knowledge of global business, and the skills to drive overseas business
Having extensive experience in organizational development, human resource training and development,
and the skills to augment human capital(8) Legal Affairs / Risk Management: Having knowledge of legal affairs, governance, compliance, etc., and the skills to identify and control
potential risks to the business(9) Finance:
Having knowledge of accounting, finance, taxation, etc., and the skills to support corporate managementfrom a financial perspective(10)Sustainability:
Equipped with a sustainability management perspective, which is essential for the sustainable
development and growth of a company

16

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.

17