Translation
Note:

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

Securities Code: 9843
April 24, 2019
To our shareholders:Toshiyuki Shirai,
Representative Director & Chief Operating
Officer

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

Notice of the 47th Annual General Meeting of Shareholders
You are cordially invited to attend the 47th Annual General Meeting of Shareholders of Nitori Holdings Co., Ltd.
(the “Company”), which will be held as indicated below.
If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via theinternet. Please review the attached Reference Documents for the General Meeting of Shareholders, andexercise your voting rights following the guidance below by 6:30 p.m. on Wednesday, May 15, 2019 (JST).
1. Date and Time:Thursday, May 16, 2019, at 10:00 a.m. (JST)

2. Venue:

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

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 47th fiscal year
(from February 21, 2018 to February 20, 2019), and the results of audits of theConsolidated Financial Statements by the Financial Auditor and the Audit &Supervisory Committee
2. The Non-consolidated Financial Statements for the 47th fiscal year (from February 21,
2018 to February 20, 2019)
Matters to be resolved
Proposal: Election of Seven Directors (Excluding Directors who are Audit & SupervisoryCommittee Members)z If you attend the Meeting in person, please present the enclosed voting form at the reception.
z Of the documents that should be provided with the original Japanese version of this notice, the “Consolidated Statement of Changes inEquity,” “Notes to Consolidated Financial Statements,” “Non-consolidated Statement of Changes in Equity” and “Notes toNon-consolidated Financial Statements” are posted (in Japanese only) on the Company’s website (https://www.nitorihd.co.jp/ir/) pursuant
to the provisions of laws and regulations and the Article 16 of the Company’s Articles of Incorporation, and are not included in theoriginal Japanese version of this notice.
Accordingly, the original Japanese version of the attached documents constitutes one part of the documents that were audited by the Audit& Supervisory Committee in preparing the audit report and by the Financial Auditor in preparing the financial audit reports.

z Any corrections in the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial
Statements or Non-consolidated Financial Statements will be posted (in Japanese only) on the Company’s website above.

1Reference Documents for the General Meeting of Shareholders

Proposal:

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

The terms of office of all five 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.
Director, Masanori Ikeda has resigned from his position and retired as of February 20, 2019. Therefore, theCompany proposes the election of seven Directors in order to further strengthen our management structure.
Regarding this proposal, the Audit & Supervisory Committee has judged that all the candidates for Director
are qualified for the role.
The candidates for Director are as follows:

Candidate No.

Name

1

[Reappointment]

Akio Nitori

2[Reappointment]

Toshiyuki Shirai

3[Reappointment]

Fumihiro Sudo

4

[Newappointment]

FumiakiMatsumoto

5[Reappointment]

Masanori Takeda

6

7[Reappointment][Outside][Independent][Newappointment][Outside][Independent]

Takaharu Ando
Sadayuki
Sakakibara

Current positions
and responsibilities
in the Company
Representative
Director &Chairperson
Representative
Director & President
Director & Vice
President
In charge of Store
Development andNational Sales
Business
Executive Officer &Vice President
Project Leader ofJapan-China Joint
Global Business
Development Project
In charge of Overseas
Sales Business andLogistics Division
Managing Director
General Manager of
Global Merchandising
Division
In charge of Global
Product Development,
Inventory Control,
Procurement Division
and Deco Home
Business
Outside Director–2

Attendance atmeetings of theBoard of Directors
11 out of 13
meetings (84.6%)
13 out of 13
meetings (100%)
13 out of 13
meetings (100%)–

13 out of 13
meetings (100%)

13 out of 13
meetings (100%)–

CandidateNo.

Name(Date of birth)

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

Number ofthe Company’s
shares owned

Mar. 1972 Founded the Company, Senior Managing DirectorMay 1978 Representative Director & President of the Company
Feb. 2003 Director of Marumitsu Co., Ltd. (currently Nitori Furniture Co.,
Ltd.) (current position)
Oct. 2003 Director of MARUMITSU-VIETNAM EPE (currently NITORIFURNITURE VIETNAM EPE) (current position)
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.
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.
Akio Nitori(March 5, 1944)

May 2014 Representative Director & Chairperson of Nitori Co., Ltd. (currentposition)
Representative Director & Chairperson of Home Logistics Co.,Ltd.

[Reappointment]
1

Attendance atmeetings of theFeb. 2016
Board ofDirectors:
May 2016
11 out of 13
meetings(84.6%)
June 2016

Representative Director & Chairperson of Nitori Facility Co., Ltd.
(current position)
Representative Director & Chairperson (CEO) of the Company(current position)
Outside Director of KOHNAN SHOJI CO., LTD. (currentposition)
Chairperson of NITORI (CHINA) HOLDING Co., Ltd.

Mar. 2017 Director & Senior Advisor of Nitori Public Co., Ltd. (currentposition)
May 2017 Director & Senior Advisor of Home Logistics Co., Ltd. (currentposition)
Outside Director of IZUMI 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 present the whole world with abundant
home decoration,” and while always making the most of his excellent foresightand 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 electionof the candidate, believing him to be qualified to continue as a Director thattakes responsibility of decision making related to management policies andcorporate strategy and supervisory functions regarding business execution.

3

3,409,612
sharesCandidateNo.

Name(Date of birth)

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

Number ofthe Company’s
shares owned

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.
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. (currentposition)
Representative Director & President of Home Logistics Co., Ltd.

Toshiyuki Shirai(December 21,1955)[Reappointment]
2

Representative Director & President of Nitori Facility Co., Ltd.
(current position)
Mar. 2015

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

May 2015

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

Attendance atmeetings of the Feb. 2016
Board ofDirectors:
Mar. 201713 out of 13
meetings (100%)

Representative Director & President of the Company (currentposition)
Representative Director & Chairperson of Nitori Public Co., Ltd.
(current position)Chairperson of NITORI (CHINA) HOLDING Co., Ltd. (currentposition)
Representative Director & Chairperson of HOME DECO CO.,LTD. (current position)

Apr. 2017

Chairperson of Nitori Taicang Trading & Logistics Co. Ltd.
(current position)

June 2017

External Director of KATITAS Co., Ltd. (current position)

Reasons for nomination as candidate for Director:
The candidate has had a broad range of business experience since joining theCompany such as being involved in store operations, personnel, productdevelopment, logistics, and overseas business, and has abundant experienceand knowledge related to overall management gained from serving positions
such as Representative Director & President of Nitori Co., Ltd. from May
2014, and Representative Director & President of the Company from February
2016. The Company proposes the election of the candidate, believing that hecan continue to make use of his abilities and experience in the supervision anddirection of business execution.

441,652
sharesCandidate
No.

Name(Date of birth)

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

Fumihiro Sudo
(May 5, 1956)[Reappointment]
3Joined 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
Attendance atmeetings of theJan. 2019
Board ofDirectors:
13 out of 13
Apr. 2019
meetings (100%)

Number of
the Company’s
shares owned

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

14,326
sharesDirector & Vice President, Officer in charge of StoreDevelopment Division of the Company
Director & Vice President, in charge of Store Development andNational Sales Business of the Company (current position)

Reasons for nomination as candidate for Director:
The candidate has abundant experience at the Company, including store
development operations, and has abundant experience and knowledge related tooverall management gained from currently serving positions such as Director &Vice President. Accordingly, the Company proposes the election of thecandidate.
Apr. 1981 Joined NISSAN MOTOR CO., LTD.
Aug. 2008 President of Nissan Motor Ibérica, S.A. (Spain)
Apr. 2010 President of Dongfeng Nissan Passenger Vehicle Company(China)
FumiakiMatsumoto(December 8,1958)
4[Newappointment]

Apr. 2014 Executive Vice President of NISSAN MOTOR CO., LTD.
(Corporate Officer)
June 2014 Director of NISSAN MOTOR CO., LTD.
June 2018 Retired from Director of NISSAN MOTOR CO., LTD.
Sept. 2018 Joined the Company
Executive Officer & Vice President of the Company

Nov. 2018 Executive Officer & Vice President, Project Leader ofJapan-China Joint Global Business Development Project of theAttendance atCompany (current position)
meetings of theApr. 2019 Executive Officer & Vice President, in charge of Overseas Sales
Board ofBusiness and Logistics Division (current position)
Directors:–Reasons for nomination as candidate for Director:
The candidate has abundant experience and deep insight in overseas business at
the global company such as engaging in management of its overseas
subsidiaries. The Company proposes the election of the candidate, believingthat he will make use of his experience and insight to contribute to themanagement of the Company that will promote globalization.

5–sharesCandidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the CompanyNumber ofthe Company’s
shares owned

Mar. 2004 Joined the Company
May 2014 Executive Officer of the Company
Merchandising Manager of Furniture Department ofMerchandising Division of Nitori Co., Ltd.
Oct. 2015 Executive Officer of the Company
General Manager of Merchandising Division of Nitori Co., Ltd.
MasanoriTakeda(January 10,1966)
5

May 2016 Senior Executive Officer of the Company
General Manager of Merchandising Division of Nitori Co., Ltd
May 2017 Managing Director of the Company
Managing Director & General Manager of Merchandising
Division of Nitori Co., Ltd.

[Reappointment] Aug. 2018 Director & General Manager of Merchandizing Division of Nitori
Co., Ltd. (current position)
Attendance at Oct. 2018 Managing Director & General Manager of Global
Merchandising Division of the Company (current position)
meetings of theBoard ofApr. 2019 Managing Director, in charge of Global Product Development,Directors:
Inventory Control, Procurement Division and Deco Home
13 out of 13Business (current position)
meetings (100%)
Reasons for nomination as candidate for Director:
The candidate has abundant business experience and keen business insightowing to his broad experience in major operations of the Store Operations
Division, Recruitment Division, and Merchandising Division, etc. and his
currently serving positions such as Managing Director & General Manager of
Global Merchandising Division of the Company and Director & General
Manager of Merchandising Division of Nitori Co., Ltd. Accordingly, theCompany proposes the election of the candidate.

9,034 shares

Apr. 1972 Joined National Police Agency
Sept. 1994 Chief of Gunma Prefectural Police Headquarters
Aug. 1999 Director of Public Security Department of Metropolitan PoliceDepartment
Aug. 2004 Director General of Commissioner-General’s Secretariat of
National Police Agency
Takaharu Ando(August 31,1949)

6Aug. 2007 Deputy Commissioner General of National Police Agency
June 2009 Commissioner General of National Police Agency
Oct. 2011 Retired from National Police Agency

May 2013 Outside Director of the Company (current position)[Reappointment]
June 2016 External Director of AMUSE INC. (current position)[Outside][Independent] June 2017 Outside Director of ZENSHO HOLDINGS CO., LTD. (currentposition)
Attendance at June 2018 Outside Director of TOBU RAILWAY CO., LTD. (currentmeetings of theposition)
Board ofReasons for nomination as candidate for Outside Director:
Directors:
The candidate has abundant experience and broad insight gained from serving
13 out of 13
meetings (100%) important positions such as the Commissioner General of the National PoliceAgency and, based on this specialist experience and insight, he provides
appropriate supervision and advice for the Company’s overall management as
an Outside Director of the Company. Although the candidate has not directly
taken part in corporate management, based on his experience and insight, theCompany judges that he will continue to appropriately fulfill his duties as
Outside Director. Accordingly, the Company proposes the election of thecandidate.
Tenure as Outside Director: 6 years (at the conclusion of this meeting)

62,000 shares

CandidateNo.

Name(Date of birth)

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

Number ofthe Company’s
shares owned

Apr. 1967 Joined Toyo Rayon Co., Ltd. (currently Toray Industries, Inc.)
June 1996 Vice President (Member of the Board) of Toyo Rayon Co., Ltd.
June 1998 Senior Vice President (Member of the Board) of Toyo Rayon Co.,Ltd.
June 1999 Senior Vice President (Member of the Board andMember of the Executive Committee) of Toyo Rayon Co., Ltd.
Sadayuki
Sakakibara(March 22,1943)[Newappointment][Outside][Independent]

7

June 2001 Executive Vice President and Representative Member of theBoard of Toyo Rayon Co., Ltd.
June 2002 President and Representative Member of the Board of Toyo Rayon
Co., Ltd.
June 2010 Chairman and Representative Member of the Board of Toyo
Rayon Co., Ltd.
Outside Director of Mitsui O.S.K. Lines, Ltd.
June 2012 Outside Director of Nippon Telegraph and Telephone Corporation(current position)–shares

June 2013 Outside Director of Hitachi, Ltd.
Attendance atmeetings of the June 2014 Chairman of Japan Business Federation (Keidanren)
Chairman of the Board of Toray Industries, Inc.
Board ofMar. 2019 Outside Director of SHIMANO, INC. (current position)
Directors:–Reasons for nomination as candidate for Outside Director:
The candidate has abundant experience and deep insight gained from his
extensive years of engaging in management of Toray Industries, Inc. andserving important positions such as Chairman of Japan Business Federation(Keidanren). The Company proposes the election of the candidate, believingthat he will contribute to further enhancement of our corporate governance bymaking use of his experience and insight to provide appropriate supervisionand useful advice for the Company’s overall management.

Notes:

1.
2.

3.
4.

There is no special interest between any of the candidates and the Company.
Takaharu Ando and Sadayuki Sakakibara are candidates for Outside Director. Both of them meet the“Independence Criteria for Outside Directors” established by the Company. Please refer to page 8 for the“Independence Criteria for Outside Directors.”
Furthermore, the Company has entered into a special advisor (part-time) agreement with Sadayuki Sakakibarafor the period from September 2018 to May 2019. The primary purpose for the agreement was to receive hisopinions and suggestions concerning overall corporate management based on his abundant experience andinsight, as well as to retain him until this General Meeting of Shareholders to which the proposal regarding theelection of Directors is submitted, when obtaining informal consent from him to assume the position of Outside
Director. His remuneration for this role was a total amount of less than ¥5 million, and therefore is considered
to be an immaterial amount and judged not to affect his independence.
The Company reported Takaharu Ando and Sadayuki Sakakibara as independent officers pursuant to theregulations of the Tokyo Stock Exchange and the Sapporo Securities Exchange. If their election is approved,
the Company plans for their designation as independent officers.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Takaharu Ando to limit his liability for damages under Article 423, paragraph 1 of theCompanies Act to the minimum liability amount provided for by Article 425, paragraph 1 of the same Act. If
his reelection is approved, the Company plans to renew the limited liability agreement with him. Also, withrespect to Sadayuki Sakakibara, if his election is approved, pursuant to the provisions of Article 427, paragraph
1 of the Companies Act, the Company plans to enter into an agreement with him to limit his liability fordamages under Article 423, paragraph 1 of the Companies Act to the minimum liability amount provided for byArticle 425, paragraph 1 of the same Act.

7

For reference

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 theCompany.
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 tothe person belonging to the organization if the one who received the relevant property is anorganization such as 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 waspaid 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 thatmakes up 2% or more of the consolidated total assets of the Company to the Company or a subsidiary of theCompany at the end of the most recent fiscal year.
A person, among the Executives, who executes important business such as a director (excluding an outsidedirector), executive officer, manager or a person in charge of a department.

8