Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 9627
July 7, 2022
To Our Shareholders
Kiichi Otani
President and Representative Director
AIN HOLDINGS INC.
5-2-4-30, Higashisapporo, Shiroishi-ku, Sapporo

Notice of Convocation of
the 53rd Ordinary General Meeting of Shareholders
You are cordially invited to attend the 53rd Ordinary General Meeting of Shareholders of AIN HOLDINGS INC.
(hereinafter the “Company”) to be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing (by mail) or via theInternet, etc. Please read the “Reference Documents for the General Meeting of Shareholders” and exercise
your voting rights.
1. Date and Time: Thursday, July 28, 2022 at 10:00 a.m. (JST)
2. Location:
Sapporo Grand Hotel, “Grand Hall” (2nd Floor)
Nishi 4, Kita 1, Chuo-ku, Sapporo
3. Agenda for the Meeting
Matters to be Reported:(1) The Business Report, the Consolidated Financial Statements, and the report on results of the audits by the
Financial Auditors and the Board of Corporate Auditors regarding the Consolidated Financial Statements
for the 53rd business term (from May 1, 2021 to April 30, 2022)(2) The Non-Consolidated Financial Statements for the 53rd business term (from May 1, 2021 to April 30,
2022)
Matters to be Resolved:
Proposal No. 1:
Distribution of Surplus
Proposal No. 2:
Amendment to the Articles of Incorporation
Proposal No. 3:
Election of Twelve (12) Directors
Proposal No. 4:
Revision of Remuneration Amount for Directors
Proposal No. 5:
Determination of Remuneration for Granting Restricted Shares to Directors (Excluding
Outside Directors)

Furthermore, any subsequent revisions to the Reference Documents for the General Meeting of Shareholders, the Business Report, theNon-Consolidated Financial Statements and the Consolidated Financial Statements will be posted on the Company’s website (address
https://www.ainj.co.jp/).

[Notice regarding Souvenirs at the General Meeting of Shareholders]
The distribution of souvenirs will be cancelled to prevent COVID-19 infection. Thank you for your understanding.

-1-Request for measures to prevent COVID-19 infection at the General Meeting of Shareholders
・ Shareholders should pay attention to the status of the spread of COVID-19 in Japan and overseas as well as theirown health condition, and consider refraining from attending the venue in person. We also request thatshareholders exercise voting rights in writing (by mail) or via the Internet to the extent possible. In particular,
we would like to give top priority to avoiding infection among elderly shareholders, shareholders with underlying
diseases, and pregnant shareholders who are concerned about the severity due to COVID-19 infection. We
particularly encourage these shareholders to exercise careful judgment.
・ The cooperation of shareholders attending the meeting in person in wearing masks and using disinfectants is also
requested. Shareholders who appear to be in poor physical condition may be asked by operation staff to refrainfrom attending.
・ Seating at the General Meeting of Shareholders will be arranged with sufficient space between seats. Dependingon circumstances, admission may be restricted.
・ The distribution of souvenirs will be cancelled to prevent COVID-19 infection. Thank you for yourunderstanding.
・ If there are major changes in the operation of the General Meeting of Shareholders due to future circumstances,notification will be provided via the Company’s website, which can be accessed at https://www.ainj.co.jp/

Matters regarding the Exercise of Voting Rights
(1)

(2)

(3)

(4)

Exercise of voting rights in writing (by mail)Please indicate your approval or disapproval of each of the proposals on the enclosed Voting Rights Exercise
Form and return it to the Company no later than 6:00 p.m. on Wednesday, July 27, 2022 (JST).
Exercise of voting rights via the Internet
Please read the “Guidance for the Exercise of Voting Rights via the Internet” on page 3 and exercise your voting
rights via the Internet no later than 6:00 p.m. on Wednesday, July 27, 2022 (JST).
If you exercise your voting rights more than once
If you exercise your voting rights both in writing (by mail) and via the Internet, only the voting rights you
exercise via the Internet will be valid.
If you exercise your voting rights more than once via the Internet, only the voting rights you exercise last will
be valid.
If you are attending the meeting
If you are attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.

-2-

Guidance for the Exercise of Voting Rights via the Internet
1. “Smart Vote” method(1) Please use the QR code*1 on the right side of the enclosed Voting Rights Exercise Form with your smart
device*2 to access the Smart Vote website designated by the Company, and enter your vote by following
the instructions on the screen (voting rights exercise code (ID) and password are not required).
(2) Please note that exercising voting rights by using “Smart Vote” method is available only once.
If you need to change your vote after exercising your voting rights, you need to exercise your voting rightonce again by the method listed below (2.).
2. “Voting rights exercise code (ID) /password input” method(1) Access the website for the exercise of voting rights designated by the Company using the URL listed below.
Log in with the voting rights exercise code (ID) and password shown on the back of the right side of theenclosed Voting Rights Exercise Form, and then follow onscreen instructions to enter your vote. You willneed to change your password when logging in for the first time.
https://soukai.mizuho-tb.co.jp/
(2)
(3)

(4)

A voting rights exercise code (ID) and password (including those changed by shareholders) will be newly
issued at each General Meeting of Shareholders.
Please keep your password safe as it is the means of confirming that the person exercising the voting rights
is the actual shareholder. The Company (Shareholder Register Administrator) will never ask for yourpassword.
The password is disabled when entered incorrectly a certain number of times consecutively. If yourpassword becomes disabled, follow the onscreen instructions to regain access.

3. Important points(1) The deadline for exercising your voting rights is 6:00 p.m. on Wednesday, July 27, 2022 (JST). Be sure to
exercise your voting rights as soon as possible as only those received by the Company (Shareholder
Register Administrator) before the deadline for the exercise of voting rights are valid.
Please be aware that the websites for Smart Vote and for the exercise of voting rights will be
unavailable during system maintenance from 5:00 a.m. on Saturday, July 16, 2022 to 5:00 a.m.
on Tuesday, July 19, 2022 (JST).
(2) If you exercise your voting rights both in writing and via the Internet, the vote exercised via the Internet
shall prevail. Also, if you exercise your voting rights multiple times via the Internet, the final vote shallprevail.
(3) Shareholders are responsible for the costs of connecting to and using the Internet.
(4) Various methods of accessing the Internet to allow the exercise of voting rights have been checked via
commonly used devices connected to the Internet, but the access may not be available depending on yourparticular device or method of connection.
4. Inquiries
If you have any questions, please contact Mizuho Trust & Banking Co., Ltd. Stock Transfer Agency, which is
the Shareholder Register Administrator.
[Inquiries about using websites for Smart Vote and for the exercise of voting rights]
Toll free from Japan: 0120-768-524 (9:00 - 21:00 except New Year holidays)*1.
*2.

“QR Code” is a registered trademark of DENSO WAVE INCORPORATED.
An application (or function) that can read QR codes must be installed.

(Reference)
Institutional investors may make use of the Electronic Voting Platform operated by ICJ, Inc.

-3-

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

Distribution of Surplus

As we consider returning profits to shareholders to be one of the most important management issues, and taking into
consideration future business development while maintaining stable dividends, the Company proposes to pay a yearend dividend for the fiscal year as follows:
(1)
(2)

(3)

Type of dividend property
To be paid in cash.
Allotment of dividend property and their aggregate amount¥55 per common share of the Company
Total payment: ¥1,932,001,555
Effective date of dividends of surplus
July 29, 2022

-4-

Proposal No. 2:

Amendment to the Articles of Incorporation

1. Reasons for proposal(1) Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1,
2022, the Company proposes to newly establish Article 16. (Measures, etc. for Providing Information inElectronic Format) of its Articles of Incorporation in preparation for the introduction of the system forproviding informational materials for the general meeting of shareholders in electronic format.
(i) Article 16., paragraph (1) in “Proposed Amendments” below will stipulate that the Company shalltake measures for providing information that constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format.
(ii) Article 16., paragraph (2) in “Proposed Amendments” below will establish the provision to enable
limiting the scope of the items to be stated in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based documents.
(iii) Accompanying the aforementioned establishment of provisions, supplementary provisions regarding
the effective date, etc. will be established.
(2) In order to clarify the management responsibilities of Directors and build a management structure that canquickly respond to changes in the business environment, the term of office of Directors will be shortened
from two years to one year, and the required amendment to Article 20. (Term of Office) of the current
Articles of Incorporation will be implemented.
(3) Article 29. (Exemption of Directors From Liability) and Article 37. (Exemption of Corporate Auditors
From Liability) of the Articles of Incorporation are newly established as provisions to conclude limited
liability agreement between the Company, its Directors (excluding those who are Executive Directors) andits corporate auditors to enable liability to be exempted within the scope stipulated by law by a resolutionof the Board of Directors in order to secure appropriate human resources as Directors (excluding those who
are Executive Directors) and corporate auditors and allow them to fully satisfy their expected roles.
The consent of each corporate auditor has been obtained with respect to the establishment of Article 29. of
the Articles of Incorporation (Exemption of Directors From Liability).
(4) With the new establishment of the above articles, the number of articles will be increased.
2. Details of amendments
The details of amendments are as follows.
Current Articles of Incorporation
Article 1. to Article 15. (Omitted)(Newly established)

Article 16. to Article 19. (Omitted)(Term of Office)
Article 20.
1. The term of office of a Director of the Company shall
expire at the conclusion of the Ordinary General Meetingof Shareholders for the last business year out of thebusiness years terminating within two years after theelection of the Director.

(Underlined portions indicate the proposed amendments.)
Proposed Amendments
Article 1. to Article 15. (Unchanged)(Measures, etc. for Providing Information in Electronic Format)
Article 16.
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.
Article 17. to Article 20. (Unchanged)(Term of Office)
Article 21.
1. The term of office of a Director of the Company shall
expire at the conclusion of the Ordinary General Meetingof Shareholders for the last business year out of thebusiness years terminating within one year after theelection of the Director.

-5-Current Articles of Incorporation
2. The term of office of a Director who is elected due toincrease in staff or as the substitute for a Director who
retired from office before the expiration of the term ofoffice shall continue until the term of office of the current
Director expires.
Article 21. to Article 27. (Omitted)(Newly established)

Article 28. to Article 34. (Omitted)(Newly established)

Article 35. to Article 38. (Omitted)(Newly established)

Proposed Amendments
2. (Unchanged)

Article 22. to Article 28. (Unchanged)(Exemption of Directors From Liability)
Article 29.
1. Pursuant to the provisions of Article 426, paragraph (1) of
the Companies Act and by resolution of the Board of
Directors, the Company may exempt a Director (including
a person who was formerly a Director) from his/her
liability for damages under Article 423, paragraph (1) of
the same act to the extent permitted by laws andregulations.
2. Pursuant to the provisions of Article 427, paragraph (1) of
the Companies Act, the Company may conclude a contract
with a Director (excluding those who are Executive
Directors) to limit his/her liability for damages under
Article 423, paragraph (1) of the same act. However, themaximum amount of liability for damages based on thecontract shall be the amount stipulated by law.
Article 30. to Article 36. (Unchanged)(Exemption of Corporate Auditors From Liability)
Article 37.
1. Pursuant to the provisions of Article 426, paragraph (1) of
the Companies Act and by resolution of the Board of
Directors, the Company may exempt a corporate auditor(including a person who was formerly a corporate auditor)
from his/her liability for damages under Article 423,
paragraph (1) of the same act to the extent permitted bylaw.
2. Pursuant to the provisions of Article 427, paragraph (1) of
the Companies Act, the Company may conclude a contract
with a corporate auditor to limit his/her liability fordamages under Article 423, paragraph (1) of the same act.
However, the maximum amount of liability for damages
based on the contract shall be the amount stipulated by law.
Article 38. to Article 41. (Unchanged)(Supplementary Provisions)
1. The establishment of Article 16. (Measures, etc. for
Providing Information in Electronic Format) in theamended Articles of Incorporation shall be effective from
September 1, 2022.
2. These Supplementary Provisions shall be deleted after theamendment to the Articles of Incorporation set forth in thepreceding paragraph becomes effective.

-6-

Proposal No. 3:

Election of Twelve (12) Directors

At the conclusion of this General Meeting of Shareholders, the terms of office of all 12 Directors will expire.
Therefore, the Company proposes the election of 12 Directors. When selecting candidates for Director, a report was
submitted by the Nomination and Remuneration Committee in which independent outside officers make up the
majority of the members.
The candidates for Director are as follows:
CandidateCurrent positions and responsibilities in the
Company

Name

No.

Candidate
attributes

1

Kiichi Otani

President and Representative Director

Reelection

2

Masahito Sakurai

Representative Senior Managing Director

Reelection

3

Shoichi Shudo

4

Toshihide Mizushima

5

Miya Oishi

6

Rieko Kimei

7

Hidehiro Awaji

DirectorReelection

8

Masato Sakai

Director
General Manager in charge of Store
Development Division, and General Manager ofGroup Liaison Department

Reelection

9

Noriko Endo

Director

10

Junro Ito

Director

11

Shigeru Yamazoe–

12

Hideki Kuriyama–

Representative Senior Managing Director
In charge of Store Development
Representative Senior Managing Director
In charge of Operating Management,
Operational Support and Digital Promotion
Managing Director
General Manager in charge of Dispensing
Pharmacy Operating Management Division
Director
General Manager of Personnel Division

Reelection
Reelection

10/11
(91%)

Reelection

11/11(100%)

Reelection

Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent
New election
OutsideIndependent-7-

Attendance at Boardof Directors meetings
for the fiscal year
2021
11/11
(100%)
11/11(100%)
11/11(100%)

11/11(100%)
11/11(100%)
11/11(100%)
11/11(100%)
10/11
(91%)
–

–

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Feb. 1977
July 1980
Nov. 1981

Kiichi Otani(July 19, 1951)

1

2

July 1983
May 1985
May 1988

Joined KYORIN Pharmaceutical Co., Ltd.
President and Representative Director of Otani
Corporation (now AIN HOLDINGS INC.)
Director who established Daiichi Medical
Testing Laboratories Co., Ltd. (Asahikawa,
now AIN HOLDINGS INC.)
President and Representative Director
Managing Director of the Company
President and Representative Director (current
post)

Number of theCompany’s sharesowned

3,238,400 shares[Reasons for nomination]
Mr. Otani has always demonstrated excellent leadership and decisiveness in leading the Company, and as thechairperson of the Board of Directors, he appropriately manages the Board of Directors and supervises the execution ofbusiness operations by the Directors.
The Company proposes Mr. Otani as a candidate for Director because of his abundant management experience andknowledge in various businesses, including financial and investment strategies, and because the Company believes that
he is qualified for the position of Director to continue to make decisions on management policy and corporate strategy
and to supervise the execution of business operations.
Apr. 1972
Joined Ministry of Health and Welfare (nowMinistry of Health, Labour and Welfare)Apr. 1987
Head of Administration Section, Fund for Drug
ADR Relief
July 1996
Head of Air Protection Section, Environment
Agency (now Ministry of the Environment)
July 1998
Head of Regional Medical Affairs Office for
Masahito Sakurai
Tokai Hokuriku
1,000 shares(August 23, 1949)
Jan. 2001
Retired from Ministry of Health and Welfare
Feb. 2001
Commissioner of All-Japan Federation of
National Health Insurance Organizations
Oct. 2008
Advisor of the Company
July 2009
Senior Managing Director
Nov. 2015
Representative Senior Managing Director(current post)[Reasons for nomination]
Mr. Sakurai has contributed significantly to the Company’s legal affairs, risk management, and safety management in
the Dispensing Pharmacy Business, and has made recommendations from an economic and financial perspective
through his abundant knowledge and experience gained over many years of service with government ministries andagencies and the healthcare system.
The Company proposes Mr. Sakurai as a candidate for Director because it believes that he is qualified for the positionof Director to continue to make decisions on management policy and corporate strategy and to supervise the executionof business operations.

-8-Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Mar. 1982

May 1991
June 1994

Shoichi Shudo(November 16, 1959)

Feb. 2000
July 2000
May 2003
May 2004

3
May 2012
Nov. 2015
May 2020

Joined Daiichi Medical Testing Laboratories
Co., Ltd. (Asahikawa, now AIN HOLDINGS
INC.)
Head of Corporate Planning Division of theCompany
Director and Chief of Administration
Department of AIN MEDICAL SYSTEMS Inc.
(now AIN HOLDINGS INC.)
General Manager of Kansai Sales Department,
Dispensing Pharmacy Division of the Company
Director
Managing Director
General Manager of Dispensing Pharmacy
Division
Senior Managing Director
Representative Senior Managing Director in
charge of Store Development (current post)
Chairman of Nippon Pharmacy Association(NPhA) (current post)

Number of theCompany’s shares
owned

9,500 shares[Reasons for nomination]
Mr. Shudo has served as the Head of Corporate Planning Division and in other positions related to the management of
the Dispensing Pharmacy Business and has contributed significantly in the areas of store management, store
development, and M&A in the Dispensing Pharmacy Business through his management analysis based on changes inthe business environment, his wide-ranging personal connections, and his high-level coordination ability.
The Company proposes Mr. Shudo as a candidate for Director because it believes that he is qualified for the position of
Director to continue to make decisions on management policy and corporate strategy and to supervise the execution ofbusiness operations.

-9-Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1982
Apr. 1986
May 2000

July 2000
Feb. 2001
May 2003
May 2012
Toshihide Mizushima(March 10, 1960)

Nov. 2012

Nov. 2015
4

July 2018

May 2020

Joined SSP Co., Ltd.
Joined Otani Corporation (now AINHOLDINGS INC.)
General Manager, Drug Store Department,
Cosmetic and Drug Store Division of theCompany
Director
General Manager of Cosmetic and Drug Store
DivisionManaging Director
Senior Managing Director and Chief of
Administration Department
President and Representative Director of
WHOLESALE STARS Co., Ltd. (WSS)(current post)
Representative Senior Managing Director of theCompany (current post)
In charge of Operating Management andOperational Support
In charge of Operating Management,
Operational Support and Information
Technology Management
In charge of Operating Management,
Operational Support and Digital Promotion(current post)

Number of theCompany’s shares
owned

27,600 shares[Reasons for nomination]
Mr. Mizushima has served as the Representative Director of a major subsidiary of the Company and in other positions
related to the management of the Dispensing Pharmacy Business and Cosmetic and Drug Store Business, and has
contributed significantly to the appropriate promotion of the digital field and the improvement of productivity in bothbusinesses through his strong leadership and decisiveness.
The Company proposes Mr. Mizushima as a candidate for Director because it believes that he is qualified for the
position of Director to continue to make decisions on management policy and corporate strategy and to supervise theexecution of business operations.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Sept. 1990
July 1993
May 2007
July 2008
Apr. 2011

Feb. 2012
July 2012
Miya Oishi(August 7, 1960)

July 2014
Nov. 20155
May 2019
July 2021

Joined KYOEIDO Co., Ltd.
Director of DAICHIKU Co., Ltd. (current post)
Managing Director
President and Representative Director
Vice President and Representative Director of
AIN MEDICAL SYSTEMS Inc. (now AINHOLDINGS INC.)
President and Representative Director
Director and Deputy General Manager of
Dispensing Pharmacy Division of the Company
Managing Director (current post)
General Manager in charge of Operating
Management Division
President and Representative Director of AIN
PHARMACIEZ INC. (current post)
In charge of Dispensing Pharmacy Operating
Management of the Company
General Manager in charge of Dispensing
Pharmacy Operating Management Division(current post)

Number of theCompany’s shares
owned

5,000 shares[Reasons for nomination]
Ms. Oishi has served as the Representative Director of a major subsidiary of the Company and as the head of the
Dispensing Pharmacy Business, and has contributed significantly to the growth of both businesses through her excellent
leadership skills, strong sense of responsibility and sense of ethics from a practical and multilateral perspective.
The Company proposes Ms. Oishi as a candidate for Director because it believes that she is qualified for the position of
Director to continue to make decisions on management policy and corporate strategy and to supervise the execution ofbusiness operations.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1986
Dec. 1995

May 2003

May 2004
May 2009
Rieko Kimei(February 26, 1962)

6

Aug. 2009
May 2013
July 2014
Sept. 2015
July 2016
Feb. 2018
July 2018
May 2022

Joined The Daiei, Inc.
Joined Daiichi Medical Testing Laboratories
Co., Ltd. (Sapporo, now AIN HOLDINGS
INC.)
General Manager of Merchandise Department,
Cosmetic and Drug Store Division of theCompany
General Manager of Personnel Department
Administration Department
General Manager of Cosmetic and Drug Store
Division, and General Manager of Merchandise
Department
Executive Officer
Executive Officer, Responsible for Personnel
Director (current post), Responsible for
Personnel
Vice President and Representative Director of
AYURA LABORATORIES INC.
President and Representative Director
Director of AIN PHARMACIEZ INC. (current
post)
In charge of Personnel of the Company
General Manager of Personnel Division(current post)

Number of theCompany’s shares
owned

6,000 shares[Reasons for nomination]
Ms. Kimei has served as the Representative Director of a major subsidiary of the Company, as the head of the Cosmetic
and Drug Store Business, and as executive officer in charge of personnel, and has contributed significantly particularlyin the areas of organization building, recruitment, and human resource development through her high-level planningability and leadership.
The Company proposes Ms. Kimei as a candidate for Director because it believes that she is qualified for the position of
Director to continue to make decisions on management policy and corporate strategy and to supervise the execution ofbusiness operations.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Dec. 1983

Feb. 2000
Aug. 2000
May 2004
June 2007
Hidehiro Awaji(January 25, 1964)

7

Aug. 2009
May 2010
July 2014
Nov. 2015

May 2018

Joined Daiichi Medical Testing Laboratories
Co., Ltd. (Asahikawa, now AIN HOLDINGS
INC.)
General Manager of Tohoku Sales Department,
Dispensing Pharmacy Division of the Company
General Manager of Tohoku Branch,
Dispensing Pharmacy Division
General Manager of Hokkaido Branch,
Dispensing Pharmacy Division
General Manager of Tohoku Branch,
Dispensing Pharmacy Division
Executive Officer
In charge of Western Japan, Dispensing
Pharmacy Division
Director
Retired from Director
Managing Director, General Manager of
Dispensing Pharmacy Division, and in chargeof Western Japan of AIN PHARMACIEZ INC.
Senior Managing Director, General Manager of
Dispensing Pharmacy Division, and in chargeof Western Japan (current post)
Director of the Company (current post)

Number of theCompany’s shares
owned

4,600 shares

July 2018[Reasons for nomination]
Mr. Awaji has served in various positions related to the operation and store development of Dispensing Pharmacy
Business and Cosmetic and Drug Store Business, and has made particularly strong achievements in store development
and M&A, by utilizing his excellent coordination ability and leadership.
The Company proposes Mr. Awaji as a candidate for Director because it believes that he is qualified for the position of
Director to continue to make decisions on management policy and corporate strategy and to supervise the execution ofbusiness operations.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1995
Jan. 1999
May 2004
May 2006
July 2011

Nov. 2012

Masato Sakai(June 3, 1969)8

June 2014
July 2014
Nov. 2015
Dec. 2016

July 2018
May 2019
Aug. 2019

Joined The Nisshin Oil Mills, Ltd.
Joined the Company
General Manager of Tohoku Branch,
Dispensing Pharmacy Division
Head of Corporate Planning Division
Executive Officer and General Manager ofSales Division, Dispensing Pharmacy Divisionin Tokyo Metropolitan Area
In charge of Dispensing Pharmacy Division inTokyo Metropolitan Area, and General
Manager of Tokyo BranchPresident and Representative Director of Asahi
Pharmacy Co., Ltd.
Director of the Company
Retired from Director
Director in charge of Dispensing Pharmacy
Division in Eastern Japan of AIN
PHARMACIEZ INC. (current post)
Director of the Company (current post)
General Manager in charge of Store
Development Division
General Manager in charge of Store
Development Division, and General Manager
of Group Liaison Department (current post)

Number of theCompany’s shares
owned

7,400 shares[Reasons for nomination]
Mr. Sakai has served as the Representative Director of a major subsidiary of the Company and in other positions related
to the operation and store development of the Dispensing Pharmacy Business, and has made particularly strong
achievements in store development, by utilizing his excellent coordination ability and leadership.
The Company proposes Mr. Sakai as a candidate for Director because it believes that he is qualified for the position of
Director to continue to make decisions on management policy and corporate strategy and to supervise the execution ofbusiness operations.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
June 1994
Apr. 2004

9

Number of theCompany’s shares
ownedJoined DIAMOND, Inc.
Head and Director of Tokyo Office, Kyushu
University
Mar. 2006
Deputy Editor of Diamond Weekly,
DIAMOND, Inc.
Sept. 2013
Visiting Researcher at Policy Alternatives
Research Institute, University of Tokyo
Apr. 2015
Project Professor, Graduate School of Mediaand Governance, Keio University
June 2016
Outside Director of NTT DOCOMO, INC.
July 2018
Outside Director of the Company (current post)
June 2019
Outside Director of Hankyu Hanshin Holdings,
Noriko Endo
200 shares
Inc. (current post)(May 6, 1968)
Outside Director of VLC HOLDINGS CO.,LTD.
Apr. 2020
Specially Appointed Professor of Keio
University Global Research Institute (current
post)Mar. 2021
Outside Director of Techpoint, Inc. (current
post)
June 2021
Outside Director of Japan Elevator Service
Holdings Co., Ltd. (current post)
June 2022
Outside Members of the Board of NIPPONTELEGRAPH AND TELEPHONECORPORATION (current post)[Reasons for nomination and overview of expected roles]
In addition to a wealth of insight and experience from editing economic magazines and researching public policy, Ms.
Endo has a wide range of insight of corporate management in the telecommunications, railroad, department store, andother businesses. She has played a sufficient role in providing highly viable supervision of the Company’s management,such as by actively providing opinions and proposals from multilateral perspectives regarding the Company’s
management strategies and other agenda deliberations.
The Company proposes Ms. Endo as a candidate for outside Director because it believes that she is qualified for the
position of Director to continue to make decisions on management policy and corporate strategy and to supervise theexecution of business operations.

- 15 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Aug. 1990
May 2009

10

Number of theCompany’s shares
ownedJoined Seven-Eleven Japan Co., Ltd.
Director of Seven and i Holdings Co., Ltd.
(current post)
Executive Officer, Senior Officer, Corporate
Development Division
Apr. 2011
Senior Officer, CSR Management Division
May 2016
Given responsibility for all Group companies
Junro Ito
July 2016
Senior Officer, Affiliate Company Division– shares(June 14, 1958)
Dec. 2016
Managing Executive Officer (current post), andHead of the Corporate Development Office
Mar. 2017
Director of Ito-Yokado Co., Ltd.
Mar. 2018
General Manager of the Corporate
Development Division of Seven & i Holdings
Co., Ltd. (current post)
July 2019
Outside Director of the Company (current post)[Reasons for nomination and overview of expected roles]
As a director of a major global retailer, Mr. Ito has a wide range of insight about ESG (environment, society,governance) and experience of managing a Group subsidiary and associate in a corporate entity. He has actively
provided opinions and suggestions from a professional perspective on important issues in the Company’s management
strategy, risk management, sustainability management, and Cosmetic and Drug Store Business, and has played asufficient role in providing highly viable supervision of the Company’s management.
The Company proposes Mr. Ito as a candidate for outside Director because it believes that he is qualified for the
position of Director to continue to make decisions on management policy and corporate strategy and to supervise theexecution of business operations.

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Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1978
Apr. 2006

Number of theCompany’s shares
ownedJoined Marubeni Corporation
Executive Officer and COO of Power Projects
Division
Apr. 2009Managing Executive Officer, COO of Power
Projects & Infrastructure Division, and Chief
Corporate Officer of Abu Dhabi Trade House
Project Department
June 2010
Managing Executive Officer, Member of theBoard, Advisor to the President for Machinery
Group, and Vice Chairman of Investment andCredit Committee
Apr. 2012
Senior Managing Executive Officer andMember of the Board
Shigeru Yamazoe
Apr. 2015
Senior Executive Vice President, Member of– shares(August 11, 1955)
the Board, and Chief Executive Officer ofPower Projects & Plant Group
Apr. 2018
Vice Chairman and Member of the Board
11
June 2018
Outside Director of Fujitec Co., Ltd. (current
post)
Apr. 2019
Outside Audit & Supervisory Committee
Member of Mizuho Capital Partners Co., Ltd.
(now MCP Partners Co., Ltd.) (current post)
Apr. 2020
Chairman of Marubeni Power & Infrastructure
Systems Corporation
Aug. 2020
Outside Director and Audit and Supervisory
Committee Member of Bewith, Inc. (current
post)[Reasons for nomination and overview of expected roles]
Mr. Yamazoe has held positions such as a manager of a major trading company, and has a wide range of knowledge andexperience in corporate management.
The Company proposes Mr. Yamazoe as a candidate for new outside Director because it believes that he is qualified forthe position of Director where his insight and experience will be utilized to further improve the Company’s
management strategy, financial affairs, and Cosmetic and Drug Store Business, responsible for making decisions on
management policy and corporate strategy and supervising the execution of business operations.
Apr. 2004
Assistant Professor of Hakuoh University
Apr. 2008
Professor (current post)
Nov. 2011
Manager of Hokkaido Nipponham Fighters
Nov. 2021
Manager of Japan National Baseball Team
Hideki Kuriyama– shares(current post)(April 26, 1961)
Jan. 2022
Professor of Hokkaido Nipponham Fighters(current post)
Apr. 2022
Specially Appointed Professor of Hokkai12
Gakuen University (current post)[Reasons for nomination and overview of expected roles]
Mr. Kuriyama has a wide range of knowledge and experience regarding governance and human resource development
in organizations, of having served as a manager of a professional baseball team and as a professor at universities,
among others.
The Company proposes Mr. Kuriyama as a candidate for new outside Director because it believes that he is qualified
for the position of Director where his insight and experience will be utilized to further improve the Company’s legal
affairs, risk management and sustainability management, responsible for making decisions on management policy andcorporate strategy and supervising the execution of business operations from an independent and objective standpoint.
(Notes) 1. Candidates for Director Ms. Noriko Endo, Mr. Junro Ito, Mr. Shigeru Yamazoe, and Mr. Hideki Kuriyama are candidates
for outside Director. The Company has submitted notification to the Tokyo Stock Exchange that Ms. Noriko Endo and Mr.
Junro Ito have been designated as independent officers as provided for by the aforementioned exchange. If their reelection
is approved, the Company plans for their designation as independent officers to continue. Mr. Shigeru Yamazoe and Mr.

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Hideki Kuriyama also meet the requirements for independent officers based on the provisions of the Tokyo Stock
Exchange, Inc., and if their appointments are approved, the Company plans to notify them as independent officers.
2. If Proposal No. 2 for the amendment to the Articles of Incorporation and all four appointments of Ms. Noriko Endo, Mr.
Junro Ito, Mr. Shigeru Yamazoe and Mr. Hideki Kuriyama are adopted and approved, we plan to enter into a limited
liability agreement between the Company that limits liability for damages up to the specified amount based on the Articles
of Incorporation of the Company and in compliance with law.
3. The Company has no plans to enter into a compensation contract with each candidate for the expenses stipulated in Article
430-2, paragraph (1), item (i) of the Companies Act and any losses stipulated in item (ii) of the same paragraph.
4. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. The policy covers losses such as amount of indemnification,
settlement money and court costs incurred in cases where the insured receives claims for damages from unfair acts basedon their position, during the period of insurance. Each candidate will be included as an insured in the policy.
5. Ms. Noriko Endo’s name on her family register is Noriko Tsujihiro.
6. Ms. Noriko Endo signed an advisory contract with the Company, but the advisory contract ended at the end of May 2018,
and we have determined that there is sufficient independence.
7. There is a lease transaction between the Company and Ito-Yokado Co., Ltd., for which Mr. Junro Ito served as a director
from March 2017 to February 2020, but the transaction volume is small, so the degree of interdependence is low and wehave determined that there is sufficient independence.
8. Both Mr. Shigeru Yamazoe and Mr. Hideki Kuriyama do not have the origins of the Company’s parent companies, siblingcompanies, major shareholder companies, major business partners, etc., and are judged to have high independence andneutrality.
9. There is no special interest between any of the candidates for Director and the Company.
10. Both Ms. Noriko Endo and Mr. Junro Ito are currently outside Directors of the Company, and the term of office as outside
Directors will be four years for Ms. Endo and three years for Mr. Ito as of the conclusion of the General Meeting of
Shareholders.

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[Reference] Main skills of Directors and corporate auditors after this general meeting
The main skills of Directors and corporate auditors after this general meeting when Proposal No. 3 is approved andadopted as originally proposed are as follows:

Name
Kiichi Otani
Masahito Sakurai
Shoichi Shudo
Toshihide Mizushima
Miya Oishi
Rieko Kimei
Hidehiro Awaji
Masato Sakai
Noriko Endo
Junro Ito
Shigeru Yamazoe
Hideki Kuriyama
Koichi Kawamura
Akira Ibayashi
Osamu Muramatsu

IndependenceManagement(for outside
experience
officers only)
●
●
●
●
●
●
●
●
●
●
●
●

Finance /Monetary●●

Legal affairs /Sustainable
Risk
management
management
●
●

●

●
●

●
●

●

●
●

●
●
●

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Dispensing
Pharmacy
Business
●
●
●
●
●
●
●

●
●

●
●

●
●
●

●

Cosmetic andDrug StoreBusiness
●

●
●
●
●

●
●

●

Proposal No. 4:

Revision of Remuneration Amount for Directors

The amount of remuneration for Directors of the Company approved at the 44th Ordinary General Meeting of
Shareholders held on July 30, 2013 was 300 million yen or less per year (of which 50 million yen or less per year
was for outside Directors. Salaries for Directors who also serve as employees were not included).
In consideration of the increasing roles and responsibilities of Directors as the Group is proceeding with initiatives
with missions of “Contribute to local healthcare” and “Provide beauty and happiness,” which are its materiality, theGroup has decided to review the Director’s remuneration system together with Proposal No. 5 “Determination of
Remuneration for Granting Restricted Shares to Directors (Excluding Outside Directors).”
With regard to monthly remuneration and bonuses, which are monetary remuneration, we would like to revise theannual amount remuneration for Directors of the Company to 500 million yen or less per year (of which 50 million
yen or less per year is for outside Directors. Salaries for Directors who also serve as employees are not included) inorder to enhance the transparency and objectivity of the process of determining performance-linked bonus
remuneration, and to strengthen motivation for achieving performance targets.
Upon review of the remuneration system at the Board of Directors meeting held on June 29, 2022, the Company
decided to revise the content of the decision policy (listed on pages 22 to 23 for reference information) regarding thecontent of individual remuneration for Directors of the Company, provided that this proposal and Proposal No. 5“Determination of Remuneration for Granting Restricted Shares to Directors (Excluding Outside Directors)” areapproved and adopted as originally proposed, and it has been determined that the content of this proposal isappropriate since the content is necessary and rational for the payment of remuneration to Directors in line with thepolicy.
Moreover, the current number of Directors of the Company is 12 (including four outside Directors), and if Proposal
No. 3 “Election of Twelve (12) Directors” is approved and adopted as originally proposed, there will be 12 Directors(including four outside Directors).

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Proposal No. 5:

Determination of Remuneration for Granting Restricted Shares to Directors (Excluding Outside
Directors)

The amount of remuneration for Directors of the Company approved at the 44th Ordinary General Meeting of
Shareholders held on July 30, 2013 was 300 million yen or less per year (of which 50 million yen or less per year
was for outside Directors. Salaries for Directors who also serve as employees were not included), and if Proposal No.
4 “Revision of Remuneration Amount for Directors” is approved and adopted as originally proposed, the annual
amount will be 500 million yen or less (of which 50 million yen or less per year is for outside Directors. Salaries for
Directors who also serve as employees are not included).
As part of the review of the executive remuneration system, the Company would like to begin providing Directorsof the Company (excludes outside Directors; hereinafter referred to as “eligible Directors”) with remuneration for
granting restricted shares to Directors in addition to the above remuneration framework as an incentive to the eligible
Directors to continuously improve the corporate value of the Company, as well as for the purpose of further sharing
value with shareholders.
Based on this proposal, the remuneration to be paid to eligible Directors for the granting of restricted shares shall bemonetary claims, and the total amount shall be 50 million yen or less per year (salaries for Directors who also serve
as employees are not included). Moreover, the Board of Directors will decide the specific timing and allocation of
payments to each eligible Director. However, no remuneration for granting restricted shares will be paid to outside
Directors.
The current number of Directors is 12 (including four outside Directors), and if Proposal No. 3 “Election of Twelve(12) Directors” is approved and adopted as originally proposed, there will be 12 Directors (including four outside
Directors) and eight eligible Directors to whom this proposal applies.
Eligible Directors shall pay all of the monetary claims paid by this proposal as property contributed in kind based on
resolution by the Board of Directors of the Company, and their common stock of the Company shall be issued or
disposed of, the total number of shares of common stock of the Company to be thereby issued or disposed of shallbe not more than 50,000 shares per year (however, after the date when this proposal is approved and adopted, if thecommon stock of the Company undergo a split (including the free allotment of the common stock of the Company)or reverse split, or in the event of any other reason that requires adjustment of the total number of shares of common
stock of the Company issued or disposed of as restricted shares, the total number will be adjusted within theappropriate range).
The amount to be paid per share will be decided by the Board of Directors based on the closing price of theCompany’s common stock on the Tokyo Stock Exchange on the business day immediately before each resolution of
the Board of Directors (if the trading is not conducted on that day, the latest trading day prior to that) to the extent
that the amount is not particularly favorable to the eligible Director who receives the common stock based on theclosing price. Issuance or disposal of the Company’s common stock and the payment of monetary claims as property
contributed in kind is subject to conclusion of an agreement on allotment of shares with transfer restrictions(hereinafter referred to as the “Allotment Agreement”) between the Company and the eligible Director that includes
the following contents.
Upon review of the remuneration system at the Board of Directors meeting held on June 29, 2022, the Company
decided to revise the content of the decision policy (listed on pages 22 to 23 for reference information) regarding thecontent of individual remuneration for Directors of the Company, provided that this proposal and Proposal No. 4“Revision of Remuneration Amount for Directors” are approved and adopted as originally proposed, and it has been
determined that the content of this proposal is appropriate since the content is necessary and rational for the paymentof remuneration to Directors in line with the policy.
[Summary of the Content of the Allotment Agreement](1) Transfer Restriction Period
An eligible Director may not transfer, put up as collateral, or otherwise dispose of the Company’s common
stock allotted under this Allotment Agreement (hereinafter referred to as the “allotted shares”) from the date ofreceiving the allotment to the time immediately after retirement or resignation from the position of officer andemployee of the Company or its subsidiaries (hereinafter referred to as “transfer restriction period”)
predetermined by the Board of Directors of the Company (hereinafter referred to as “transfer restriction”).

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(2)

(3)

(4)

(5)

Handling upon retirement or resignation
If the eligible Director retires or resigns from the position of officer and employee of the Company or its
subsidiaries predetermined by the Board of Directors of the Company before fulfillment of the term
predetermined by the Board of Directors of the Company (hereinafter referred to as the “term of service”), theCompany will, as a matter of course, acquire the allotted shares free of charge unless there is fulfillment of theterm of office, death or other justifiable reason for the retirement or resignation.
Lifting of the transfer restrictions
The Company shall lift the transfer restriction for all allotted shares when the transfer restriction period expires
provided that the eligible Director has been in the position predetermined by the Board of Directors of theCompany among the positions of officers and employees of the Company or its subsidiaries for the duration of
the term of service. However, (i) if the eligible Director retires or resigns from the position of officer andemployee of the Company or its subsidiaries predetermined by the Board of Directors of the Company before
fulfillment of the term of service, or (ii) if the eligible Director retires or resigns from a position predeterminedby the Board of Directors of the Company even after fulfillment of the term of service for reasons other thanjustifiable reasons before fulfillment of the transfer restriction period, the number of allotted shares subject tolifting of transfer restriction and the timing for lifting the transfer restriction shall be reasonably adjusted asnecessary. Immediately after the transfer restrictions have been lifted in accordance with the above provisions,the Company will acquire, as a matter of course and free of charge, allotted shares for which the transfer
restrictions have not been lifted.
Handling for organizational restructuring, etc.
Notwithstanding the provision of (1) above, if an event such as a merger agreement in which the Company
becomes an extinguished company, share exchange agreement in which the Company becomes a wholly owned
subsidiary, share transfer plan, or other organizational restructuring during the transfer restriction period isapproved at the General Meeting of Shareholders of the Company (or by the Board of Directors of the Company,
if approval by the General Meeting of Shareholders of the Company is not required for the organizational
restructuring, etc.), the Company shall, prior to the effective date of the organizational restructuring and byresolution of the Board of Directors of the Company, lift transfer restrictions for the number of allotted sharesreasonably determined based on the period from the start date of the transfer restriction period to the date of
approval of the relevant organizational restructuring. Immediately after the transfer restrictions have been liftedin accordance with the above provisions, the Company will acquire, as a matter of course and free of charge,
allotted shares for which the transfer restrictions have not been lifted.
Other matters
Other matters concerning this Allotment Agreement shall be determined by the Board of Directors of theCompany.

[Reference] Decision policy regarding the content of individual remuneration for Directors
While the Company has established a decision policy pertaining to the content of individual remuneration for
Directors, the outline for which is described in the business report (pages 38 to 39) (available in Japanese only), thepolicy will be amended as follows if Proposals No. 4 and No. 5 are approved.
(1) Basic Policy
Directors of the Company are required to plan for improved business performance and achieve sustainablegrowth while sharing values with our stakeholders so that the Group can satisfy its social role and responsibilityof contributing to local healthcare and providing beauty and happiness. The remuneration for Directors of theCompany is a remuneration system consisting of monthly fixed remuneration according to roles andresponsibilities, bonuses which are performance-linked remuneration that enhance the transparency andobjectivity of the remuneration decision process and provide performance incentives, and non-monetary
remuneration for recognizing the same perspectives on sustainable growth as shareholders.
However, the remuneration of outside Directors shall be a remuneration system suitable for the roles andresponsibilities of supervising the management of the Company from an independent and objective standpoint.
(2) Monthly remuneration decision policy
Monthly remuneration shall be determined after comprehensive consideration of position, responsibilities,
years in office, balance with employee wages, trends of other companies in the same industry, and past payment
history.

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(3)

(4)

(5)

(6)

Bonus decision policy
Bonuses are determined after comprehensive consideration of consolidated operating income and ROE for eachperiod and value not directly manifested by financial value including such as contribution to environmental andsocial issues in each period, as well as dividends, balance with employee bonuses, trends of other companies
in the same industry, and past payment history.
Non-monetary remuneration decision policy
Non-monetary remuneration shall be paid by restricted stock (RS), and a standard amount of monetary
remuneration claim determined by position and responsibility shall be granted each year up to a total of 50
million yen, with allocation of common stock through in-kind contribution of monetary remuneration claim.
The number of shares of the Company’s common stock to be allocated as restricted stock remuneration shallbe no more than 50,000 shares per year.
Remuneration composition ratio
Taking into consideration the characteristics of the business, business environment, and trends of othercompanies, the composition ratio of remuneration for Directors other than outside Directors is designed so thatthe composition ratio of monthly remuneration, bonuses, and non-monetary remuneration is approximately
70:20:10. Only monthly remuneration will be paid to outside Directors.
Decision policy for details of individual remuneration
The specific details for amounts of remuneration for each individual is commissioned to the President andRepresentative Director within the scope of determined parameters by resolution of the Board of Directors after
the Nomination and Remuneration Committee prepares a draft of the range of monthly remuneration for eachposition, the content of evaluation of performance related to bonuses, and the amount of non-monetary
remuneration for each position. The Nomination and Remuneration Committee is comprised of a majority of
independent outside officers for the purpose of enhancing the fairness, transparency, and objectivity of theprocedures for determining remuneration for Directors with matters pertaining to remuneration of Directors
determined based on the above policy.

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