This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy
between this translation and the Japanese original, the original shall prevail.

Securities identification code: 9842
May 10, 2022

To our shareholders:Haruhiko Sakamoto
Representative Director and President

ARCLAND SAKAMOTO CO., LTD.

445 Kamisugoro, Sanjo, Niigata Prefecture

NOTICE OF THE 53RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 53rd Ordinary General Meeting of Shareholders of Arcland Sakamoto Co., Ltd. (the“Company”), which will be held as described below.
The Company requests that you exercise your voting rights in writing (by postal mail) or via the Internet, etc. to the bestof your ability and refrain from attending on the day of the Ordinary General Meeting of Shareholders from theperspective of preventing the spread of novel coronavirus disease (COVID-19).
Please review the attached Reference Documents for the General Meeting of Shareholders and refer to the Introduction
on Voting Rights on page 3 (Japanese only), and return the enclosed voting form by postal mail, or exercise your voting
rights via the Internet, etc., so that your voting form or electromagnetic vote will reach us by no later than 6 p.m. on
Wednesday, May 25, 2022 (Japan Standard Time).
Meeting Details
1.

Date and time:Thursday, May 26, 2022 at 10:00 a.m. (Japan Standard Time)(Registration will start at 9:00 a.m.)2.

Venue:

Fourth-floor Hall, the Company Headquarters
445 Kamisugoro, Sanjo, Niigata Prefecture3.

Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 53rd Term (from February 21, 2021 to
February 28, 2022), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 53rd Term (from February 21, 2021 to February 28, 2022)
Items to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Amendment to the Articles of Incorporation (1)Proposal 3: Election of eight (8) Directors (excluding Directors who are Audit and Supervisory Committee
Members)
Proposal 4: Election of three (3) Directors who are Audit and Supervisory Committee Members
Proposal 5: Election of one (1) substitute Director who is an Audit and Supervisory Committee Member
Proposal 6: Determination of amount of remuneration for Directors (excluding Directors who are Audit &Supervisory Committee Members)
Proposal 7: Determination of amount of remuneration for Directors who are Audit and Supervisory
Committee Members
Proposal 8: Amendment to the Articles of Incorporation (2)Proposal 9: Amendment to the Articles of Incorporation (3)1Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of surplus

The Company will place emphasis on the stable provision of dividends over the long term, and it will return profits
to shareholders while considering the level of profits and dividend payout ratio guidelines and maintaining abalance with internal reserves for improving corporate value.
The Company proposes the year-end dividend for the 53rd period and the appropriation of surplus as follows:1.
(i)Year-end dividends
Type of dividend property
Cash(ii) Allotment of dividend property and their aggregate amount¥20 per common share of the Company
Total payment: ¥811,152,180
As the Company has already paid an interim dividend of ¥15 per share, the annual dividend for the fiscal year
will be ¥35 per share.
(iii) Effective date of dividends of surplus
May 27, 2022

(i)

2.

Other appropriation of surplus
Item of surplus to be increased and amount of increase(ii)

Item of surplus to be decreased and amount of decrease

General reserve:¥5,000,000,000

Retained earnings brought forward:¥5,000,000,0002Proposal 2:

Amendment to the Articles of Incorporation

1.

Reasons for the proposal
The Company will make the transition to a company with audit and supervisory committee in order tostrengthen the supervisory function of the Board of Directors and further enhance the corporate governancesystem.
Accordingly, the Company intends to make necessary amendments to the Articles of Incorporation, newly
establishing provisions related to the Audit and Supervisory Committee and its Members, deleting provisions
related to the Audit & Supervisory Board and its Members, and amending the provisions related to Directors
and the Board of Directors.
Amendments to the Articles of Incorporation in this proposal shall take effect at the conclusion of thismeeting.

2.

Details of the amendments
Details of the amendments are as follows:(Underlined portions indicate amendments.)

Current Articles of Incorporation

Proposed Amendments

Chapter I. General Provisions

Chapter I. General Provisions(Organs)
Article 4.
The Company shall have, in addition to the general meetingof shareholders and Directors, the following organs:(1)
Board of Directors(2)
Audit & Supervisory Board Members(3)
Audit & Supervisory Board(4)
Accounting Auditor(Organs)
Article 4.
The Company shall have, in addition to the general meetingof shareholders and Directors, the following organs:(1)
Board of Directors(2)
Audit and Supervisory Committee(Deleted)(3)
Accounting Auditor

Chapter IV. Directors and Board of Directors
Chapter IV. Directors and Board of Directors(Number of Directors)(Number of Directors)
Article 19.
Article 19.
The Company shall have not more than twelve (12) Directors. 1. The Company shall have not more than twelve (12)Directors (excluding Directors who are Audit andSupervisory Committee Members).
(Newly established)
2. The Company shall have not more than five (5) Directors
who are Audit and Supervisory Committee Members.
(Election)
Article 20.
1. Directors of the Company shall be elected at a general
meeting of shareholders.

(Election)
Article 20.
1. Directors of the Company shall be elected at a general
meeting of shareholders, with a distinction made between
Directors who are Audit and Supervisory Committee
Members and other Directors.
2. (Unchanged)
3. (Unchanged)

2. (Omitted)
3. (Omitted)(Term of Office)
Article 21.
1. The term of office of a Director shall expire at theconclusion of the annual general meeting of shareholders
for the last business year out of the business years
terminating within two (2) years after the election of the
Director.

(Term of Office)
Article 21.
1. The term of office of a Director (excluding Directors who
are Audit and Supervisory Committee Members) shall
expire at the conclusion of the annual general meeting ofshareholders for the last business year out of the businessyears terminating within one (1) year after the election of
the Director.
(Deleted)

2. The term of office of a Director elected as substitute or
additional Director will be until the expiration of the termsof office of the other currently serving Directors.
(Newly established)

2. The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at theconclusion of the annual general meeting of shareholders
for the last business year out of the business years
terminating within two (2) years after the election of the
Director.

3

Current Articles of Incorporation

Proposed Amendments(Newly established)

3. The term of office of a Director who is an Audit andSupervisory Committee Member who is elected as thesubstitute for a Director who is an Audit and Supervisory
Committee Member who retired from office before theexpiration of the term of office shall continue until thetime the term of office of the Director who is an Audit andSupervisory Committee Member who retired from office
is to expire.

(Representative Directors and Directors With Special Titles)
Article 22.
1. The Board of Directors of the Company shall appoint
representative Director(s) by its resolution.

(Representative Directors and Directors With Special Titles)
Article 22.
1. From among the Directors (excluding Directors who are
Audit and Supervisory Committee Members), the Board of
Directors of the Company shall appoint representative
Director(s) by its resolution.
2. The Board of Directors may appoint, by its resolution, one 2. From among Directors (excluding Directors who are Audit(1) Director and Chairman, one (1) Director and President,
and Supervisory Committee Members), the Board of
Directors may appoint, by its resolution, one (1) Director
and one (1) or a small number of other Directors withand Chairman, one (1) Director and President, and one (1)special titles.
or a small number of other Directors with special titles.

(Convener and Chairmanship of General Meeting of(Convener and Chairmanship of General Meeting of
Shareholders)Shareholders)
Article 23.
Article 23.
1. Unless otherwise provided for by laws and regulations, the 1. Unless otherwise provided for by laws and regulations, a
Director and President shall convene meetings of the
Director predetermined by the Board of Directors shall
Board of Directors and chair the meetings.
convene meetings of the Board of Directors and chair the
meetings.
2. In cases where the Director and President is prevented
2. In cases where the chairperson of the meeting is prevented
from so acting, another Director who is designated infrom so acting, another Director who is designated inaccordance with an order of priority determined inaccordance with an order of priority determined inadvance by the Board of Directors shall act in his/heradvance by the Board of Directors shall act in his/herplace.
place.
(Convening Notice)(Convening Notice)
Article 24.
Article 24.
1. When convening a meeting of the Board of Directors, a
1. When convening a meeting of the Board of Directors, a
notice shall be dispatched to each Director and each Audit
notice shall be dispatched to each Director at least three& Supervisory Board Member at least three (3) days(3) days before the day of the meeting; provided, however,before the day of the meeting; provided, however, that thisthat this period may be reduced in case of urgent needs.
period may be reduced in case of urgent needs.
2. With the consent of all Directors and Audit & Supervisory 2. With the consent of all Directors, a meeting of the Board
Board Members, a meeting of the Board of Directors mayof Directors may be held without following the convening
be held without following the convening procedures.
procedures.
(Newly established)(Delegation of Decision-Making on the Execution of Important
Operations to Directors)
Article 26.
Pursuant to the provisions of Article 399-13, paragraph (6) of
the Companies Act, the Company may delegate all or part ofdecision-making on the execution of important operations(excluding matters stipulated in each item of paragraph (5) of
the same Article) to Directors by a resolution of the Board of
Directors.

Article 26.

Article 27.
(Omitted)(Unchanged)(Remuneration, etc.)
Article 27.

(Remuneration, etc.)
Article 28.

4Current Articles of Incorporation

Proposed Amendments

Remuneration, bonuses, retirement benefits and othereconomic benefits given by the Company in consideration for
the execution of duties (hereinafter referred to as the“Remuneration, Etc.”) to Directors shall be determined byresolution of a general meeting of shareholders.

Remuneration, bonuses, retirement benefits and othereconomic benefits given by the Company in consideration for
the execution of duties (hereinafter referred to as the“Remuneration, Etc.”) to Directors shall be determined byresolution of a general meeting of shareholders, with adistinction made between Directors who are Audit andSupervisory Committee Members and other Directors.

Article 28.

Article 29.
(Omitted)(Unchanged)

Chapter V. Audit & Supervisory Board Members and Audit &Supervisory Board(Number of Audit & Supervisory Board Members)
Article 29.
The Company shall have not more than five (5) Audit &Supervisory Board Members.

Chapter V. Audit and Supervisory Committee(Method of Election)
Article 30.
1. Audit & Supervisory Board Members of the Company
shall be elected at a general meeting of shareholders.
2. Resolutions on the election as prescribed in the preceding
paragraph shall be made by a majority of the votes of theshareholders present at the meeting where the shareholders
holding at least one-third of the voting rights of theshareholders entitled to exercise their votes at suchmeetings are present.
3. Pursuant to the provisions of Article 329, paragraph (2) of
the Companies Act, the Company may propose at a
general meeting of shareholders the election of substitute
Audit & Supervisory Board Members to be ready to fill avacant position should the number of Audit & Supervisory
Board Members fall below the number required by laws
and regulations
4. The effective period of the resolution regarding theelection of substitute Audit & Supervisory Board
Members as prescribed in the preceding paragraph shall
expire at the time of commencement of the ordinary
general meeting of shareholders for the last business year
out of the business years terminating within four (4) years
after the resolution, unless otherwise shortened by such
resolution.

(Deleted)(Term of Office)
Article 31.
1. The term of office of an Audit & Supervisory Board
Member shall expire at the conclusion of the annual
general meeting of shareholders for the last business year
out of the business years terminating within four (4) years
after the election of the Audit & Supervisory Board
Member.

(Deleted)(Deleted)5

Current Articles of Incorporation

Proposed Amendments

2. The term of office of an Audit & Supervisory Board
Member who is elected as the substitute for an Audit &Supervisory Board Member who retired from office before
the expiration of the term of office shall continue until thetime the term of office of the Audit & Supervisory Board
Member who retired from office is to expire; provided,
however, that if a substitute Audit & Supervisory Board
Member elected pursuant to the provision of paragraph (3)of the preceding Article assumes position as an Audit &Supervisory Board Member, the term of office may notexceed the conclusion of an ordinary general meeting ofshareholders for the last business year out of the businessyears terminating within four (4) years after the election asa substitute Audit & Supervisory Board Member.
(Full-Time Audit & Supervisory Board Members)
Article 32.
The Audit & Supervisory Board shall appoint full-time Audit& Supervisory Board Member(s) by its resolution.

(Deleted)(Convening Notice)
Article 33.
1. When convening a meeting of the Audit & Supervisory
Board, a notice shall be dispatched to each Audit &Supervisory Board Member at least three (3) days before
the day of the meeting; provided, however, that this period
may be reduced in case of urgent needs.
2. With the consent of all Audit & Supervisory Board
Members, a meeting of the Audit & Supervisory Board
may be held without following the convening procedures.

(Deleted)(Resolution)
Article 34.
Resolutions of the Audit & Supervisory Board shall be
adopted by a simple majority of the votes cast by the Audit &Supervisory Board Members, unless otherwise provided forby laws and regulations.

(Deleted)(Regulations of the Audit & Supervisory Board)
Article 35.
Matters concerning the Audit & Supervisory Board of theCompany shall be as set forth in the Regulations of the Audit& Supervisory Board, unless otherwise provided for by laws
and regulations or these Articles of Incorporation.

(Deleted)(Remuneration, Etc.)
Article 36.
The remuneration, etc. and retirement benefits to Audit &Supervisory Board Members shall be determined byresolution of a general meeting of shareholders.

(Deleted)(Exemption of Audit & Supervisory Board Members From
Liability)
Article 37.
1. Pursuant to the provisions of Article 426, paragraph (1) of
the Companies Act, the Company may, by resolution of
the Board of Directors, exempt an Audit & Supervisory
Board Member (including a person who was formerly an
Audit & Supervisory Board Member) from his/her liability
for damages arising from neglecting his/her duties to theextent permitted by laws and regulations.

(Deleted)

6

Current Articles of Incorporation

Proposed Amendments

2. Pursuant to the provisions of Article 427, paragraph (1) of
the Companies Act, the Company may enter into anagreement with outside Audit & Supervisory Board
Members to limit their liability for failure to perform theirduties. The maximum amount of liability for damages
under this agreement is the minimum liability amountprovided for under laws and regulations.
(Newly established)(Convening Notice)
Article 30.
1. When convening a meeting of the Audit and Supervisory
Committee, a notice shall be dispatched to each Audit andSupervisory Committee Member at least three (3) days
before the day of the meeting; provided, however, that thisperiod may be reduced in case of urgent needs.
2. With the consent of all Audit and Supervisory Committee
Members, a meeting of the Audit and Supervisory
Committee may be held without following the convening
procedures.

(Newly established)(Resolution)
Article 31.
Resolutions of the Audit and Supervisory Committee shall be
adopted by a simple majority of the votes cast by the Audit
and Supervisory Committee Members present at a meeting of
the Audit and Supervisory Committee where a majority of the
Audit and Supervisory Committee Members entitled to voteare present, unless otherwise provided for by laws andregulations.

(Newly established)(Regulations of the Audit and Supervisory Committee)
Article 32.
Matters concerning the Audit and Supervisory Committee of
the Company shall be as set forth in the Regulations of the
Audit and Supervisory Committee, unless otherwise provided
for by laws and regulations or these Articles of Incorporation.

Chapter VI. Accounts

Chapter VI. Accounts

Article 38.

Article 33.
(Omitted)(Unchanged)(Newly established)(Organizational Body to Determine Dividends of Surplus,
Etc.)
Article 34.
Unless otherwise provided for by laws and regulations, theCompany shall, by resolution of the Board of Directors,
determine dividends of surplus and other matters set forth in
the items of Article 459, paragraph (1) of the Companies Act.

(Record Date for Dividends of Surplus)
Article 39.
1. The record date for year-end dividends of the Company
shall be the last day of February of each year.
2. The Company may distribute an interim dividend, with
August 31 of each year as the record date, by a resolutionof the Board of Directors.
3. (Omitted)(Record Date for Dividends of Surplus)
Article 35.
1. The record date for year-end dividends of the Company
shall be the last day of February of each year.
2. The record date for interim dividends of the Company
shall be August 31 of each year.

Article 40.

Article 36.

3. (Unchanged)(Omitted)(Unchanged)7

Current Articles of Incorporation

Proposed Amendments

Supplementary Provisions(Newly established)

Supplementary Provisions(Transitional Measures for the Exemption of Audit &Supervisory Board Members From Liability)
Article 1.
Pursuant to the provisions of Article 426, paragraph (1) of theCompanies Act, the Company may, by resolution of theBoard of Directors, exempt a person who was formerly an
Audit & Supervisory Board Member from his/her liability fordamages arising from neglecting his/her duties to the extent
permitted by laws and regulations.
Note: Some underlining does not coincide with the Japanese version because of translation adjustments.

8

Proposal 3:

Election of eight (8) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

Subject to the approval and adoption of Proposal 2 “Amendment to the Articles of Incorporation (1)” as originallyproposed, the Company will make the transition to a company with audit and supervisory committee. At theconclusion of this Ordinary General Meeting of Shareholders, the terms of office of all nine Directors will expire.
Therefore, the Company proposes the election of eight Directors (excluding Directors who are Audit andSupervisory Committee Members; applicable to the rest of this proposal).
This proposal can only take effect after the amendment to the Articles of Incorporation as proposed in Proposal No.
2 takes effect.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
July 1970

1

Katsuji Sakamoto(January 7, 1945)
Reelection

Apr. 1978
Dec. 1987
Feb. 1993
Feb. 1997
Feb. 2003
Sept. 2003
Feb. 2006
Jan. 2007
May 2007
Feb. 2010
Feb. 2013
Feb. 2000
Feb. 2005
Feb. 2007
June 2008
Feb. 2009

May 2009
2

Masatoshi Sakamoto(November 3, 1970)
Reelection

Sept. 2009
Feb. 2010
Feb. 2012

Feb. 2013

Aug. 2014
June 2020

Managing Director of Sakamoto Sangyo Co.,Ltd.
Established Musashi Co., Ltd., Director
Senior Managing Director of the Company
Representative Director and Vice President
Representative Director and President
Representative Director and Vice Chairman
Director and Vice Chairman
Representative Director and Vice Chairman
Representative Director, Vice Chairman,
Acting President, and COO
Representative Director, President, and COO
Representative Director and President
Representative Director, Chairman, and CEO(current position)
Joined the Company
Deputy General Manager of ProductDepartment 1, SMD Headquarters
Head of Block C, Home Center Headquarters
Head of Block C, Home Center Headquarters,and Head of Kansai Block
General Manager of Store Operation
Department, Home Center Headquarters, andHead of Kansai Block
Director, General Manager of Store Operation
Department, Home Center Headquarters, andHead of Kansai Block
Director, General Manager of President Office
Representative Director and Vice President
Representative Director, Vice President, andGeneral Manager of Administration
Headquarters
Representative Director, President, COO, andGeneral Manager of Administration
Headquarters
Representative Director, President, and COO
Representative Director and Vice Chairman(current position)

9

Number of theCompany’s shares
owned

1,508,354 shares

800,990 shares

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Feb. 2003
Feb. 2012
Feb. 2014

3

Haruhiko Sakamoto(May 4, 1976)
Reelection

June 2020
Apr. 2021

May 2021
Jan. 2010
Dec. 2015
Feb. 2016
Feb. 20174

Toshihiro Someya(January 9, 1959)
Reelection

May 2017

Feb. 2020

Apr. 2021
May 2021

Joined the Company
General Manager of Product Department,
Home Center Headquarters
Executive Officer, General Manager of ProductDepartment 3, Home Center Headquarters
President, Executive Officer, and COO
Representative Director, President and CEO of
VIVA HOME CORPORATION (current
position)
Representative Director, President, and COO of
the Company (current position)
Joined AEON Retail Co., Ltd.
Joined the Company
Executive Officer, General Manager of ProductDepartment, Home Center Headquarters
Executive Officer, General Manager of SalesManagement Headquarters, and General
Manager of Home Center Headquarters
Managing Director, General Manager of SalesManagement Headquarters, and General
Manager of Home Center Headquarters
Senior Managing Director, General Manager ofSales Management Headquarters, and General
Manager of Home Center Headquarters
Senior Managing Director of VIVA HOMECORPORATION (current position)
Senior Managing Director, General Manager ofSales Management Headquarters of theCompany (current position)

10

Number of theCompany’s shares
owned

1,240,124 shares–

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1978
Feb. 2013

May 2013
Aug. 2014

Feb. 2015

May 2015

5

Mitsuaki Shida(March 17, 1956)
Reelection

Feb. 2017

Feb. 2018

May 2018

Sept. 2020

Apr. 2021
May 2021

Joined The Daishi Bank, Ltd. (currently Daishi
Hokuetsu Bank, Ltd.)
Joined the Company, General Manager ofGeneral Affairs Department, Administration
Headquarters
Adviser of Development Department
Executive Officer, General Manager of
Administration Headquarters, and General
Manager of General Affairs Department
Executive Officer, General Manager of
Administration Headquarters, General Manager
of Internet Business Department, and General
Manager of General Affairs Department
Director, General Manager of Administration
Headquarters, General Manager of Internet
Business Department, and General Manager ofGeneral Affairs Department
Director, General Manager of Administration
Headquarters, and General Manager of General
Affairs Department
Director, General Manager of Administration
Headquarters, General Manager of General
Affairs Department, and General Manager of
Accounting Department
Director, General Manager of Administration
Headquarters, and General Manager of General
Affairs Department
Senior Managing Director, General Manager of
Administration Headquarters, and General
Manager of General Affairs Department
Senior Managing Director of VIVA HOMECORPORATION (current position)
Senior Managing Director and General
Manager of Administration Headquarters of theCompany (current position)

11

Number of theCompany’s shares
owned

–

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1994
Feb. 2007

6

7

8

Notes:

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager of Development
Department
Feb. 2011
General Manager of Development Department
Hiroyuki Hoshino
May 2013
Director, General Manager of Development(November 1, 1970)
8,200 shares
Department
Reelection
Feb. 2018
Managing Director, General Manager ofDevelopment Department (current position)
Apr. 2021
Managing Director of VIVA HOMECORPORATION (current position)
Apr. 1995
Joined the Company
Feb. 2013
Deputy General Manager of Store Operation
Department, Home Center Headquarters
Aug. 2013
Deputy General Manager of ProductDepartment 1, Home Center Headquarters
Aug. 2016
General Manager of Kansai Headquarters of
Arc Style Inc. (seconded)Toshiyuki Suto
Feb. 2017
Representative Director and President(April 16, 1971)
9,300 shares(employment transfer)
Reelection
Dec. 2020
Executive Officer, General Manager of ProductDepartment, Home Center Headquarters of theCompany (employment transfer)May 2021
Director and General Manager of Home Center
Management Department (current position)
Mar. 2022
General Manager of Product Management
Department of VIVA HOME CORPORATION(current position)
Apr. 1968
Joined Mitsui Fudosan Co., Ltd.
June 1997
Managing Director
Apr. 2005
Representative Director, Vice President andExecutive Vice President
Apr.
2011
Representative Director and Vice President
Koichi Omuro(February 6, 1945)
June 2011
Special Adviser
Reelection–
Oct. 2015
Auditor of Shibaura Institute of Technology
OutsideMay 2016
Outside Director of the Company (current
Independent
position)Mar. 2019
Outside Director of Katakura Industries Co.,
Ltd. (current position)
Feb. 2020
Senior Managing Director of Shibaura Instituteof Technology (current position)
1. There is no special interest between any of the candidates for Director and the Company.
2. “Number of the Company’s shares owned” is current as of February 28, 2022.
3. Koichi Omuro is a candidate for outside Director.
4. At the conclusion of this meeting, Koichi Omuro’s tenure as outside Director will have been six years.
5. The Company has submitted notification to Tokyo Stock Exchange that Koichi Omuro has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Koichi Omuro is approved, theCompany plans for his designation as an independent officer to continue.
6. Reasons for the election of each candidate for Director and the expected roles of outside Directors are as follows:(1) In July 1970, Katsuji Sakamoto was appointed as Managing Director of the Company’s predecessor, Sakamoto Sangyo
Co., Ltd., at the time of the its founding. Since then, after serving as Senior Managing Director and as Representative
Director and Vice President of the Company and being appointed as Representative Director and President in February
1997, he has pursued structural reforms at the Company. Furthermore, as he has served as Representative Director,
Chairman, and CEO of the Company since February 2013, due to his knowledge on the Group’s overall business
management, he has again been nominated as candidate for Director.
(2) Since joining the Company in 2000, Masatoshi Sakamoto has served as the Deputy General Manager of ProductDepartment 1 and as the General Manager of Store Operation Department. He was appointed as a Director of the

12Company in May 2009, and has served as Representative Director and Vice President, and Representative Director,
President, and COO. Since June 2020, he has served as Representative Director and Vice Chairman, providing
appropriate oversight of the executive directors, and due to his knowledge of the Group’s overall business
management, he has again been nominated as candidate for Director.
(3) Since joining the Company in 2003, Haruhiko Sakamoto has served as General Manager of Product Department andGeneral Manager of Product Department 3. He was appointed as President, Executive Officer, and COO in June 2020.
He has served as Representative Director, President, and CEO of VIVA HOME CORPORATION since April 2021, andas Representative Director, President, and COO of the Company since May 2021, engaging in various management
issues steadily, with the expectation that he will continue demonstrating strong leadership in the future. For thesereasons, he has again been nominated as candidate for Director.
(4) Since joining the Company in December 2015, Toshihiro Someya has served as General Manager of ProductDepartment, General Manager of Sales Management Headquarters, and General Manager of Home Center
Headquarters. He was appointed as Director of the Company in May 2017, as Senior Managing Director in February
2020, and Senior Managing Director of VIVA HOME CORPORATION in April 2021. Due to his abundant operational
experience in the home center business and knowledge of business management, he has again been nominated as
candidate for Director.
(5) Since joining the Company in 2013, Mitsuaki Shida has mainly served in general affairs, human resources, andmanagement operations. In May 2015, he was appointed as Director of the Company and has served as General
Manager of Administration Headquarters and General Manager of General Affairs Department. He was appointed as
Senior Managing Director in September 2020, and Senior Managing Director of VIVA HOME CORPORATION in
April 2021. Due to his knowledge of executive management operations and business management, he has again been
nominated as candidate for Director.
(6) Since joining the Company in 1994, Hiroyuki Hoshino has worked in the home center business and the store
development business. He was appointed as a Director of the Company in May 2013 and as Managing Director of theCompany in February 2018 and works as General Manager of Development Department. He was appointed as
Managing Director of VIVA HOME CORPORATION in April 2021, and due to his operational experience in the home
center business and knowledge of development operations and business management, he has again been nominated as
candidate for Director.
(7) Toshiyuki Suto joined the Company in 1995. After serving as Deputy General Manager of Store Operation Department
and Deputy General Manager of Product Department 1, he was appointed as Representative Director and President of
Arc Style Inc. in February 2017 and involved in the company’s management. He has served as Executive Officer andGeneral Manager of Product Department of the Company since December 2020, and as General Manager of Home
Center Management Department since May 2021. Due to his abundant operational experience in the retail business andknowledge of business management, he has again been nominated as candidate for Director.
(8) Koichi Omuro has many years of real industry experience and strong insight based on his abundant results in overallmanagement. He has provided useful advice regarding management overall, and from an independent and objective
standpoint, the Company expects that he can provide advice on the Company’s management and oversight of theexecution of business. For these reasons, he has again been nominated as candidate for outside Director.
7. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into anagreement with Koichi Omuro to limit his liability for damages under Article 423, paragraph (1) of the Companies Act.
The limit of the amount of liability for damages based on the agreement is the minimum liability amount provided for by
Article 425, paragraph (1) of the same Act. If the reelection of Mr. Omuro is approved, the Company plans to renew the
aforementioned agreement with him.
8. The Company has entered into a directors’ and officers’ liability insurance (“D&O insurance”) policy with an insurancecompany. Each of the candidates shall be named as an insured in said policy. For a summary of details of the D&O
insurance, etc., see page 15 of the Business Report (Japanese only). In addition, when the policy is renewed, theCompany plans to renew the policy with the same terms.

13Proposal 4:

Election of three (3) Directors who are Audit and Supervisory Committee Members

Subject to the approval and adoption of Proposal 2 “Amendment to the Articles of Incorporation (1)” as originallyproposed, the Company will make the transition to a company with audit and supervisory committee. Therefore,
the Company proposes the election of three Directors who are Audit and Supervisory Committee Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal can only take effect after the amendment to the Articles of Incorporation as proposed in Proposal No.
2 takes effect.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1986
Dec. 1999

Feb. 2002

Sept. 20091

Hidetsugu Onishi(March 7, 1964)
New election
OutsideIndependent

June 2011
Jan. 2012
Mar. 2016
Mar. 2016
Apr. 2018

May 2019
Apr. 2021
Mar. 2022

Joined The Fuji Bank, Limited (currently
Mizuho Bank, Ltd.)
Investment Officer of Fuji Capital Management
Co., Ltd. (currently Mizuho Capital Partners
Co., Ltd.)
Director and CFO of Link Theory Holdings
Co., Ltd. (currently LINK THEORY JAPANCO., LTD.)
Executive Officer, CFO of FAST RETAILING
CO., LTD.
Joint Representative of Integrity LLC (current
position)
Representative Director of Avergence
Incorporated (current position)
Outside Director of GungHo Online
Entertainment, Inc. (current position)
Outside Director of Basic Inc.
Outside Director who is an Audit andSupervisory Committee Member (current
position)
Outside Audit & Supervisory Board Member of
the Company (current position)
Outside Director of CUBE. Inc. (current
position)
Outside Director of b-ex Inc. (current position)

14

Number of theCompany’s shares
owned

–

Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1988
June 1991

2

3

Notes:

Number of theCompany’s shares
ownedJoined Nomura Research Institute, Ltd.
Vice Chief Researcher of Osaka Research
Department
Became an analyst certified by the Securities
Analysts Association of Japan
Nov. 1993
Chief Researcher of Equity Research
Department of Nomura Securities Investment
Trust Co., Ltd. (currently Nomura AssetManagement Co., Ltd.)
Nov. 1995
Chief Researcher of Emerging Corporate
Research Department of Nomura ResearchInstitute, Ltd.
Apr. 1997
Vice President of Equity Research Department
Yasuyuki Sasakiof Tokyo Branch of Merrill Lynch Securities(June 19, 1963)
Company (currently BofA Securities Japan Co.,
New election–
Ltd.)
OutsideJune 2000
Director of Equity Research Department of
Independent
Tokyo Branch of Credit Suisse First Boston
Securities (Japan) Ltd. (currently Credit Suisse
Securities (Japan) Limited)
July 2006
Senior Vice President of Equity Research
Department of Lehman Brothers Japan Inc.
Oct. 2008
Chief Researcher of Industrial Innovation
Research Dept. of Nomura Securities Co., Ltd.
Oct. 2015
Chief Researcher of Business Development &IPO Dept.
May 2020
Chief Researcher and Researcher Associate
Professor of Institute for Business and Finance,
Faculty of Commerce, Waseda University(current position)
Apr. 2006
Joined General Secretariat of Fair Trade
Commission
Dec. 2009
Registered as an attorney at law
Jan. 2010
Lawyer at Mori, Hamada & MatsumotoAug. 2015
Covington & Burling LLP
Jan. 2016
Registered as an attorney of New York State
Masayuki Atsumi(December 14, 1981)
June 2016
U.S. Federal Trade Commission–
New election
Sept. 2017
Registered as an attorney of the United
OutsideKingdom
IndependentOct. 2017
General Manager of Compliance Research
Department of LIXIL Corporation
Jan. 2019
Lawyer at Miura&Partners (current position)
Sept. 2019
Part-time Lecturer of Graduate School of Law,
Kobe University (current position)
1. There is no special interest between any of the candidates and the Company.
2. “Number of the Company’s shares owned” is current as of February 28, 2022.
3. Hidetsugu Onishi, Yasuyuki Sasaki and Masayuki Atsumi are candidates for outside Director.
4. The Company has submitted notification to Tokyo Stock Exchange that Hidetsugu Onishi has been designated as anindependent officer as provided for by the aforementioned exchange. If the election of Mr. Onishi is approved, theCompany plans for his designation as an independent officer to continue.
Furthermore, Yasuyuki Sasaki and Masayuki Atsumi also satisfy the conditions as independent officers as provided forby the Tokyo Stock Exchange, and if their elections are approved, the Company plans to notify them as independent
officers.
5. Reasons for the election of each candidate for Director and the expected roles of outside Directors are as follows:(1) Hidetsugu Onishi has abundant experience and broad knowledge of the financial field and corporate management.
Currently, as an outside Audit & Supervisory Board Member, he is contributing to monitoring decision-makings on

15

significant management issues and the execution of business, and performing appropriate audits. After the transition to
a company with audit and supervisory committee, the Company expects that he continues utilizing his strong insightand supervisory capability related to corporate management for the Company’s management, and has nominated him
as candidate for outside Director who is an Audit and Supervisory Committee Member. At the conclusion of thismeeting, Mr. Onishi’s tenure as outside Audit & Supervisory Board Member will have been three years.
(2) Yasuyuki Sasaki has years of experience as an analyst primarily involved in retail, and broad knowledge of finance andM&A. The Company expects that he will provide useful advice regarding management overall with this abundant
experience and broad knowledge, and from an independent and objective standpoint, provide oversight on decisionmakings concerning the Company’s business strategy and the execution of business. For these reasons, he has been
nominated as a candidate for outside Director who is an Audit and Supervisory Committee Member.
(3) Masayuki Atsumi has never been directly involved in the management of a company. However, he has abundant
operational experience as a lawyer in his areas of expertise, which are the Anti-Monopoly Act and government
relations, backed by a spirit of high legal compliance, and the Company judges that he will appropriately fulfill his
duties as an outside Director. The Company expects that he can strengthen the audit and oversight functions of theBoard of Directors by providing advice from an independent standpoint based on his strong insight. For these reasons,he has been nominated as a candidate for outside Director who is an Audit and Supervisory Committee Member.
6. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into anagreement with Hidetsugu Onishi to limit his liability for damages under Article 423, paragraph (1) of the Companies
Act. The limit of the amount of liability for damages based on the agreement is the minimum liability amount provided
for by Article 425, paragraph (1) of the same Act. If the election of Mr. Onishi is approved, the Company plans to renew
the aforementioned agreement with him. If the elections of Yasuyuki Sasaki and Masayuki Atsumi are approved, theCompany plans to enter into the same limited liability agreement with them.
7. The Company has entered into a directors’ and officers’ liability insurance (“D&O insurance”) policy with an insurancecompany. Each of the candidates shall be named as an insured in said policy. For a summary of details of the D&O
insurance, etc., see page 15 of the Business Report (Japanese only). In addition, when the policy is renewed, theCompany plans to renew the policy with the same terms.

16

(Reference) Skill matrix of the Board of Directors after the conclusion of the General Meeting of Shareholders
If Proposal 3 and Proposal 4 are approved at the General Meeting of Shareholders as originally proposed, thecandidates for Director (excluding Directors who are Audit and Supervisory Committee Members) and thecandidates for Director who is an Audit and Supervisory Committee Member are expected to bring theirprofessional expertise and provide contribution particularly in the following areas:

Candidate No.

Name

Position in the
Company

1

Katsuji
Sakamoto

Representative
Director, Chairman,
and CEO

2

Representative
Masatoshi
Director and Vice
Sakamoto
Chairman

3

Haruhiko
Sakamoto

4

Toshihiro
Someya5

Mitsuaki
Shida

6

Hiroyuki
Hoshino7

Toshiyuki
Suto

8

Koichi
Omuro

1

Outside Director
Hidetsugu
Audit and Supervisory
Onishi
Committee Member

Proposal 3

Representative
Director, President, andCOO
Senior Managing
Director
General Manager ofSales Management
Headquarters
Senior Managing
Director
General Manager of
Administration
Headquarters
Managing Director
General Manager ofDevelopment
Department
Director
General Manager ofHome Center
Management
Department
Outside Director

Proposal 4 2

Yasuyuki
Sasaki

Outside Director
Audit and Supervisory
Committee Member

3

Masayuki
Atsumi

Outside Director
Audit and Supervisory
Committee Member

Areas of major professional experience/ Areas where major contributions are
expected
Corporate
Financial
Industry
Legalmanageaccounting
Marketing IT/DX
ESG
experienceaffairs
ment
/M&A

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●
●

17

●
●

Proposal 5:

Election of one (1) substitute Director who is an Audit and Supervisory Committee Member

Subject to the approval and adoption of Proposal 2 “Amendment to the Articles of Incorporation (1)” as originallyproposed, the Company will make the transition to a company with audit and supervisory committee. Accordingly,
the Company proposes the election of one substitute Director who is an Audit and Supervisory Committee Member
in advance to be ready to fill a vacant position should the number of Directors who are Audit and Supervisory
Committee Members fall below the number required by laws and regulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal can only take effect after the amendment to the Articles of Incorporation as proposed in Proposal No.
2 takes effect.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

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

Number of theCompany’s shares
ownedRegistered as an attorney at law
Lawyer at Katagiri Keiichi Law Office
Apr. 1975
Lawyer at Fujimaki Motoo Law Office(currently Fujimaki-Inui Law Office (current
position)
Apr. 1993
Chairman of Niigata Bar Association
May 2002
Outside Audit & Supervisory Board Member of
Shiun Golf Club Co., Ltd.
Motoo Fujimaki–
Nov. 2010
Outside Audit & Supervisory Board Member of(January 1, 1946)
Green One Co., Ltd. (current position)
July 2017
Director of Social Welfare Corporation
Jyouyoukai (current position)
Dec. 2018
Outside Audit & Supervisory Board Member of
Kyowa Industrial Co., Ltd.
Mar. 2022
Director of General Incorporated Association
Honma Scholarship Foundation (current
position)
Notes: 1. The Company has entered into a legal advisory contract with Fujimaki-Inui Law Office represented by Motoo
Fujimaki. However, as the amount of annual advisory fee paid to the office is less than ¥2 million, the Company
has determined that his independence is sufficiently ensured.
2.Motoo Fujimaki is a candidate for substitute outside Director.
3.The Company has nominated Motoo Fujimaki as a candidate for substitute outside Director because he has indepth insights into corporate legal affairs from a professional perspective as a lawyer, and because it expects
that he can provide oversight, advice, etc. related to the execution of duties of Directors from an independent
standpoint based on this expertise and insight. Mr. Fujimaki has never in the past been involved in the
management of a company except as an outside officer. However, the Company judges he will appropriately
fulfill his duties as an outside Director based on the above reasons.
4.If Motoo Fujimaki assumes position as a Director who is an Audit and Supervisory Committee Member, theCompany plans to enter into an agreement to limit his liability under Article 423, paragraph (1) of theCompanies Act to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act.
5. The Company has entered into a directors’ and officers’ liability insurance (“D&O insurance”) policy with aninsurance company. If Motoo Fujimaki assumes position as a Director who is an Audit and Supervisory
Committee Member, he will be included in the insured. For a summary of the D&O insurance, etc., see page 15of the Business Report (Japanese only).

18

Proposal 6:

Determination of amount of remuneration for Directors (excluding Directors who are Audit &Supervisory Committee Members)

Subject to the approval and adoption of Proposal 2 “Amendment to the Articles of Incorporation (1)” as originallyproposed, the Company will make the transition to a company with audit and supervisory committee.
The amount of remuneration of Directors of the Company was approved as an amount not exceeding ¥300 million
per year (not including salary as employees) at the 32nd Ordinary General Meeting of Shareholders held on May
11, 2001. In line with the transition to a company with audit and supervisory committee, the Company proposes toterminate the existing remuneration scheme and adopt a new scheme to pay remuneration to Directors (excluding
Directors who are Audit and Supervisory Committee Members) at an amount not exceeding ¥300 million per year
(not including salary as employees).
This proposal has been determined by the Board of Directors based on deliberation at the Nomination andRemuneration Committee, considering the Company’s business scale, economic circumstances and otherconditions on a comprehensive basis. Thus, the Company believes the proposal is appropriate.
In addition, the determination policy pertaining to the details of individual remuneration, etc. for Directors of theCompany is as described on page 16 of the Business Report (Japanese only).
Currently, the number of Directors is nine (two of which are outside Directors). If Proposal 2 “Amendment to the
Articles of Incorporation (1)” and Proposal 3 “Election of eight (8) Directors (excluding Directors who are Audit
and Supervisory Committee Members)” take effect, the number of Directors (excluding Directors who are Audit
and Supervisory Committee Members) will be eight, one of which will be an outside Director.
This proposal can only take effect after the amendment to the Articles of Incorporation as proposed in Proposal No.
2 takes effect.

19

Proposal 7:

Determination of amount of remuneration for Directors who are Audit and Supervisory
Committee Members

Subject to the approval and adoption of Proposal 2 “Amendment to the Articles of Incorporation (1)” as originallyproposed, the Company will make the transition to a company with audit and supervisory committee.
The Company proposes to set the annual amount of remuneration to Directors who are Audit and Supervisory
Committee Members at an amount not exceeding ¥30 million, considering the Company’s business scale,economic circumstances and other conditions on a comprehensive basis.
This proposal has been determined at the Board of Directors based on deliberation at the Nomination andRemuneration Committee, considering the duties of Directors who are Audit and Supervisory Committee
Members, the level of remuneration of Directors (excluding Directors who are Audit and Supervisory Committee
Members) and other factors. Thus, the Company believes the proposal is appropriate.
If Proposal 2 “Amendment to the Articles of Incorporation (1)” and Proposal 4 “Election of three (3) Directors who
are Audit and Supervisory Committee Members” take effect, the number of Directors who are Audit andSupervisory Committee Members will be three.
This proposal can only take effect after the amendment to the Articles of Incorporation as proposed in Proposal No.
2 takes effect.

20

Proposal 8:

Amendment to the Articles of Incorporation (2)1.

Reasons for the proposal
The Company plans to conduct an absorption-type merger with its wholly owned subsidiary VIVA HOMECORPORATION on September 1, 2022. The Company proposes to add and amend business purposes in
Article 2 (Purpose) of the current Articles of Incorporation in order to clarify the scope of business in light ofboth companies’ current business activities and to prepare for the diversification of its business going forward.

2.

Details of the amendments
Details of the amendments are as follows:(Underlined portions indicate amendments.)

Current Articles of Incorporation

Proposed Amendments

Chapter I. General Provisions

Chapter I. General Provisions(Purpose)
Article 2.
The purpose of the Company shall be to engage in thefollowing business activities:
1. Sale of consumer metal ware, consumer carpentry tools,
interior goods, and sundries
2. Sale of hand tools, measuring tools, and construction
materials
3. Sale of gardening goods and agricultural materials(Purpose)
Article 2.
The purpose of the Company shall be to engage in thefollowing business activities:
1. Export/import and sale of consumer metal ware, consumer
carpentry tools, furniture, interior goods, and sundries
2. Export/import and sale of hand tools, measuring tools, andconstruction materials
3. Export/import and sale of gardening goods, agricultural
materials, agrochemicals, and fertilizers
4. (Omitted)
4. (Unchanged)
5. Sale of clothing and shoes
5. Export/import and sale of clothing, shoes, accessories,
smoking supplies, and sporting goods
6. Sale of prefab garages, sheds and storage units, exterior
6. Export/import and sale of housing equipment, study
goods
rooms, prefab garages, sheds and storage units, exterior
goods
7. Sale of consumer electric appliances, and oil equipment.
7. Export/import and sale of consumer electric appliances,
information communication equipment, information
processing equipment, office equipment, electronic device
components, and oil equipment
8. (Omitted)
8. (Unchanged)
9. Sale of pets, pet supplies, and animal medicines
9. Export/import and sale of ornamental plants, pets, pet
supplies, and animal medicines
10. Sale of alcoholic beverages, grains, prepared foods,
10. Sale of alcoholic beverages, grains, prepared foods,
canned foods, dairy products, confectionery, softcanned foods, dairy products, confectionery, soft
beverages, and other foodstuffs
beverages, salt, and other foodstuffs
11. Sale of books and stationary; and copying service and11. Export/import and sale of books, stationary, and toys; andprinting of documents and posters
copying service and printing of documents and posters
12. (Omitted)
12. (Unchanged)
13. Sale of cameras and other optical equipment, film and13. Export/import and sale of cameras, and other opticalother optical materials
equipment, film and other optical materials
14. Sale and repair of watches, precious metal
14. Sale and repair of watches, precious metal and eye glasses
15. Sale of computers, and peripheral devices and materials
15. Sale and repair of consumer electronics, computers, andperipheral devices and materials
16. (Omitted)
16. (Unchanged)
17. Operation of restaurants and fast food stores
17. Operation of drinking/dining establishments, restaurants,
and fast food stores
18. Operation of drug stores, and stores for rent
18. Operation of drug stores, stores for rent, adult education
classes, and parking facilities
19.- 20. (Omitted)
19.- 20. (Unchanged)
21. Rental business for electronic equipment, leisure goods,
21. Rental business for electronic equipment, leisure goods,
sporting goods, audio/visual equipment, DIY carpentry
sporting goods, audio/visual equipment, DIY carpentry
tools, event equipment, etc.
tools, event equipment, hand tools, utensils, machinery,etc.
22. (Omitted)
22. (Unchanged)
23. Trading, leasing, brokering, management, construction and 23. Trading, exchanging, leasing, brokering, management,
piping installation of real estate properties
ownership, and use of real estate properties
24. Operation of sports facilities and amusement facilities
24. Operation of sports facilities, amusement facilities, publicbathhouses and saunas

21

Current Articles of Incorporation

Proposed Amendments

25. Agent for laundry services
25. Agent for home-delivery operators and laundry services
26. Planning/design, contracting, and sale of home renovation 26. Planning/design, contracting, and sale of home renovation
work, and exterior work, and arrangement thereof
work, exterior work, property construction, property
design, and piping installation, and arrangement thereof
27.-29. (Omitted)
27.-29. (Unchanged)
30. Sale of postage stamps, revenue stamps, lottery tickets,
30. Sale of postage stamps, revenue stamps, lottery tickets,
gift certificates, travel coupons, etc.
gift certificates, travel coupons, second-hand items,
tobacco products, etc.
31.- 32. (Omitted)
31.- 32. (Unchanged)
33. All businesses related to mail-order sales for any of the(Deleted)preceding items
34. All businesses related to freight forwarding for any of the(Deleted)preceding items
35. All businesses related to rental services for any of the(Deleted)preceding items
36. All businesses that are incidental to those mentioned in the(Deleted)preceding items(Newly established)
33. Export/import and sale of automotive supplies and spareparts, and bicycles(Newly established)
34. Sale of cosmetics, quasi-drugs, pharmaceuticals andmedical instruments(Newly established)
35. Sale of poisonous and deleterious substances(Newly established)
36. Warehousing business(Newly established)
37. Photographic development and printing, and outsourcing
agent for such services(Newly established)
38. Services related to print publishing and advertising(Newly established)
39. Leasing business for movables, installment sales business,and financing business(Newly established)
40. Consultancy service and investment related business forbusinesses selling various goods(Newly established)
41. Bicycle maintenance and cleaning, and car wash business(Newly established)
42. All businesses that are incidental to those mentioned in thepreceding items
Note: Some underlining does not coincide with the Japanese version because of translation adjustments.

22

Proposal 9:

Amendment to the Articles of Incorporation (3)1.

Reasons for the proposal
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, theCompany proposes to make the necessary changes to its current Articles of Incorporation and establish
supplementary provisions as transitional measures in preparation for the introduction of the system forproviding informational materials for the general meeting of shareholders in electronic format.

2.

Details of the amendments
Details of the amendments are as follows:(Underlined portions indicate amendments.)

Current Articles of Incorporation

Proposed Amendments

Chapter III. General Meeting of Shareholders(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 16.
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meetingof shareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.

Chapter III. General Meeting of Shareholders(Deleted)(Newly established)(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.

(Newly established)

Supplementary Provisions(Transitional Measures for Providing Informational Materials
for the General Meeting of Shareholders in Electronic
Format)Article 2
1. The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) in the preamended Articles of Incorporation and the establishmentof the new Article 16 (Measures, etc. for Providing
Information in Electronic Format) in the amended Articles
of Incorporation shall be effective from September 1,
2022, the date of enforcement of 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) (hereinafterreferred to as the “Date of Enforcement”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 of the pre-amended Articles ofIncorporation shall remain effective regarding any general
meeting of shareholders held on a date within six months
from the Date of Enforcement.

23

Current Articles of Incorporation

Proposed Amendments
3. This Article shall be deleted on the date when six months
have elapsed from the Date of Enforcement or three (3)months have elapsed from the date of the general meetingof shareholders in the preceding paragraph, whichever islater.

24