This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 9956
June 13, 2022
To Shareholders with Voting Rights:
Masami Tashiro
Chairman & CEO
Valor Holdings Co., Ltd.
180-1 Oi-cho, Ena-shi, Gifu, JapanNOTICE OF
THE 65TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our sincere appreciation for your continued support.
We hereby inform you that the 65th Annual General Meeting of Shareholders of Valor Holdings Co.,
Ltd. (the “Company”) will be held as described below.
1. Date and Time:
2. Place:

Thursday, June 30, 2022 at 10:00 a.m., Japan time
Main Theater, Kani Public Arts Center“ala”
3433-139, Shimoedo, Kani City, Gifu, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 65th Fiscal Year (April 1, 2021 - March 31, 2022) and theresults of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 65th Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposal to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Eleven (11) Directors (Excluding Directors who are Audit &Supervisory Committee Members)
Proposal 3:
Election of Four (4) Directors who are Audit & Supervisory Committee
Members
Proposal 4:
Determination of Compensation for the Grant of Shares with Restriction on
Transfer to Directors (excluding Directors who are Audit & Supervisory
Committee Members and Outside Directors)


If you attend the meeting in person, please submit the enclosed Voting Rights Exercise Form to thereception desk when you arrive at the venue.
The following documents are posted on the Company’s website in accordance with laws andregulations and Article 17 of the Articles of Incorporation of the Company, and are not included inthis notice:
I. Of the matters to be presented in the Business Report:“System to Ensure the Appropriateness of Business Operations and Operation Status of the
System” and “Basic Policy on the Control of the Company”
II. Consolidated Statements of Changes in Net Assets
III. Notes to the Consolidated Financial Statements
IV. Non-consolidated Statements of Changes in Net Assets-1-

V. Notes to the Non-consolidated Financial Statements
Any amendment to the Reference Documents for the General Meeting of Shareholders or theattached documents will be posted on the Company's website on the Internet.
The Company’s website: https://valorholdings.co.jp/-2-

Reference Documents for the General Meeting of Shareholders
Proposal and References

Proposal 1

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments(1) In order to clarify the function and responsibility of Representative Directors, the Articles ofIncorporation of the Company shall be amended to allow the Board of Directors to appoint
Chief Executive Officer from Representative Directors.
(2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisionsof the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on
September 1st, 2022. Accordingly, in order to prepare for the introduction of the system forelectronic provision of materials for general meetings of shareholders, the Articles ofIncorporation of the Company shall be amended as follows.
A) The proposed Article 17, Paragraph 1 provides that information contained in the referencematerials for the general meeting of shareholders, etc. shall be provided electronically.
B) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit thescope of matters to be included in the paper copy to be sent to shareholders who haverequested it.
C) The provisions related to the internet disclosure and deemed provision of the referencematerials for the general meeting of shareholders, etc. (Article 17 of the current Articles
of Incorporation) will become unnecessary and will therefore be deleted.
D) In line with the above establishment and deletion of the provisions, supplementaryprovisions related to the effective date, etc. shall be established.

-3-

2.

Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation
Article 17 (Internet Disclosure and Deemed
Provision of Reference Materials for the
General Meeting of Shareholders, Etc.)
The Company may, when convening a general
meeting of shareholders, deem that it has
provided information to shareholders
pertaining to matters to be described orindicated in the reference materials for thegeneral meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.

<Deleted>

Article 17 (Measures for Electronic
Provision, Etc.)
1. The Company shall, when convening
a general meeting of shareholders,provide information contained in thereference materials for the general
meeting of shareholders, etc.
electronically.
2. Among the matters to be provided
electronically, the Company may
choose not to include all or part of thematters stipulated in the Ordinance ofthe Ministry of Justice in the paper
copy to be sent to shareholders who
have requested it by the record date
for voting rights.

<Newly established>-4-(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments

Article 22 (Representative Directors, andDirectors with Special Titles)
1. The Board of Directors shall, by its
resolution, appoint theRepresentative Directors, from
Directors (excluding Directors who
are Audit & Supervisory Committee
Members).
2. The Board of Directors may, by its
resolution, appoint one (1)Chairman, one (1) Executive
President, and one (1) or more
Executive Vice-Presidents, Senior
Managing Directors, and Managing
Directors, from Directors (excluding
Directors who are Audit &Supervisory Committee Members).

Article 22 (Representative Directors, andDirectors with Special Titles)<Same as current>

3.
<Newly established><Newly established>

The Board of Directors may, by its
resolution, appoint Chief Executive Officer(CEO), from Representative Directors.

(Supplementary provisions)
1. The change of Article 17 of the Articles ofIncorporation shall come into effect from
September 1, 2022, which is the date ofenforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act
Partially Amending the Companies Act (ActNo. 70 of 2019) (hereinafter referred to as
the “Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 17 (Internet
Disclosure and Deemed Provision ofReference Materials for the General
Meeting of Shareholders, Etc.) of the
Articles of Incorporation shall remain inforce with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six months fromthe Effective Date or the lapse of threemonths from the date of the general meetingof shareholders set forth in the preceding
paragraph, whichever is later.

-5-

Proposal 2:

Election of Eleven (11) Directors (Excluding Directors who are Audit & Supervisory
Committee Members)

The terms of office of all eleven (11) Directors (excluding Directors who are Audit & Supervisory
Committee Members) will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes to elect eleven (11) Directors.
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members)
are as follows.
No.

Name

Main positions and responsibilities
at the Company

Attendanceat Board of
Directors
meetings
12/12(100%)
11/12
(92%)

1

[Reappointment]

Masami Tashiro

Chairman & CEO

2[Reappointment]

Satoru Yokoyama

Executive Vice-President

3[Reappointment]

Katsuyuki Mori

Director(Chairman, Tachiya Co., Ltd.)

12/12(100%)

4[Reappointment]

Akira ShinohanaManaging Director and General
Manager, Administration Headquarters

12/12(100%)

5[Reappointment]

Takayuki Koike

Director and General Manager, RetailTechnology Headquarters

12/12(100%)

12/12(100%)

6[Reappointment]

Satoshi Yoneyama

Director and General Manager,
Organizational Transformation Office,General Manager, LuVit Business
Department

7[Reappointment]

Morisaku Wagato

Director(CEO, Home Center Valor Co., Ltd.)

12/12(100%)

8[Reappointment]

Motohiko Takasu

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

12/12(100%)

9[Reappointment]

Shunichi Asakura

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

11/12
(92%)

10

[Reappointment]

Toshiyuki Takahashi

Outside Director, Independent Director

11[Reappointment]

Mihoko Hayashi

Outside Director, Independent Director

-6-

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

No.

Name(Date of birth)

Masami Tashiro(June 9, 1947)[Reappointment]
12Career summary, positions and responsibilities
April 1977
November 1979
November 1984
October 1990
June 1994
April 2015

Joined the Company
Director, the Company
Managing Director, the Company
Senior Managing Director, the Company
CEO, the Company
Chairman & CEO, the Company (current)

Number ofshares of theCompany held

1,439,846[Significant concurrent positions]・CEO, Valor Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Masami Tashiro has a wealth of experience, achievements and insight as a corporate executive, as he hasserved as CEO of the Company since 1994 while also serving as Representative Director of a Group subsidiary.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.
July 1994
Joined the Company
January 2006
CEO, AXTOS Co., Ltd.
June 2006
Director, the Company
April
2018
Executive Vice-President, the Company (current)
Satoru Yokoyama
Executive Vice-President, Valor Co., Ltd.
(February 21, 1956)
7,440
Chairman, AXTOS Co., Ltd.
May 2021
CEO, AXTOS Co., Ltd. (current)[Reappointment][Significant concurrent positions]・CEO, AXTOS Co., Ltd.
・CEO, Valor Max Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Satoru Yokoyama has experience, achievements and insight in the management of the Group, as he hasserved as Representative Director of the Company’s sports club business subsidiary since 2006, and has also
served as Executive Vice-President of the Company since 2018.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.

-7-

May 1992

Joined Marudai Tachiya Co., Ltd. (currently Tachiya
Co., Ltd.)

January 2006

CEO, Tachiya Co., Ltd.

January 2007

CEO, Sun Friend Co., Ltd (currently SyokusenkanTaiyo Co., Ltd.)

June 2015

Director, the Company (current)
Chairman, Tachiya Co., Ltd. (current)Managing Director and General Manager, SM
Business Administration Headquarters, Valor Co.,Ltd.

April 2018
Katsuyuki Mori
(June 22, 1961)[Reappointment]
3

January 2019

9,200

Senior Managing Director and General Manager, SM
Business Administration Headquarters, Valor Co.,
Ltd. (current)[Significant concurrent positions]
・Chairman, Tachiya Co., Ltd.
・Senior Managing Director, Valor Co., Ltd.
・Chairman, YAOSEN Co., Ltd.
・Chairman, YAMATA Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Katsuyuki Mori has experience, achievements and insight in the management of the Group, as he has
concurrently served as Representative Director of the Company’s supermarket business subsidiaries since 2006.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting theCompany’s group management and strengthening the corporate governance of the Company.

-8-

May 2006
February 2011
June 2014
April 2015

October 2015
Akira Shinohana(September 25, 1972)[Reappointment]
4

January 2017
September 2019
April 2020

Joined the Company
General Manager, SM Sales Department, theCompany
Director, the Company
Managing Director, the Company (current)
General Manager, Administration Headquarters
and General Manager, General Affairs
Department, the Company
General Manager, General Affairs & Human
Resources Department and General Manager,
Risk Management Department, the Company
General Manager, General Affairs & Human
Resources Department, the Company
General Manager, General Affairs Department,
the Company
General Manager, Administration Headquarters
and General Manager, Finance Department, theCompany (current)

12,900[Significant concurrent positions]・CEO, Chubu Agri Co., Ltd.
・CEO, Valor Agency Co., Ltd.
・Chairman, Gito Family Department Co., Ltd.

5

[Reason for nomination as a candidate for Director]
Mr. Akira Shinohana has experience, achievements and insight in the management of the Group, as he served as
the head of the sales department of the Company’s supermarket business and has also served as the head of theCompany’s administrative department, and Representative Director of Group subsidiaries.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.
April 1995
Joined the Company
January 2005
General Manager, President’s Office, theCompany
May 2008
General Manager, Logistics Department, theCompany
April 2018
CEO, Chubu Kosan Co., Ltd. (current)
Takayuki Koike
January 2019
General Manager, IT Strategy Office and General(September 20, 1972)
Manager, Information System Department, the
4,000Company
June 2019
Director, the Company (current)[Reappointment]
April 2020
General Manager, Retail Technology
Headquarters and General Manager, System
Department, the Company (current)[Significant concurrent positions]・CEO, Chubu Kosan Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Takayuki Koike has experience, achievements and insight in the management of the Group, as he hasserved as Representative Director of a logistics business subsidiary that supports the infrastructure of chain
stores operated by the Group and as the head of the Company’s information system department.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.

-9-April 1996
September 2006
April 2011

6

7

Joined Accenture Japan Ltd
Joined Kurt Salmon Associates
Executive Officer, General Planning Office,Watami Co., Ltd.
January 2013
Managing Director, Frontier Turnaround Inc.
January 2014
Joined the Company
April 2015
General Manager, SM Business Administration
Headquarters, the Company
Satoshi Yoneyama
June 2015
Director, the Company (current)(August 13, 1972)
3,000
October 2015
Director and General Manager, Business
Administration Headquarters, Valor Co., Ltd.
[Reappointment]
May 2018
General Manager, General Planning Office, theCompany
July 2018
General Manager, General Planning Office andGeneral Manager, LuVit Business Department, theCompany
April 2020
General Manager, LuVit Business Department, theCompany (current)
June 2020
General Manager, Organizational Transformation
Office, the Company (current)[Reason for nomination as a candidate for Director]
Mr. Satoshi Yoneyama has experience, achievements and insight in the management of the Group, as heworked as a management consultant and engaged in the management of other companies, and also served as thehead of the Company’s supermarket business subsidiary, and the head of the Company’s card business.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.
December 1983 Joined Fujiya Co., Ltd.
January 2000
General Manager, HC Product Department, theCompany
July 2004
General Manager, HC Sales Department, theCompany
June 2011
Director, the Company (current)
Morisaku Wagato
January 2014
General Manager, HC Sales Department, theCompany(May 4, 1959)
19,500June 2015
CEO, Home Center Valor Co., Ltd. (current)
April 2019
Executive Vice-President, Alleanza Holdings Co.,
[Reappointment]
Ltd. (current)[Significant concurrent positions]・CEO, Home Center Valor Co., Ltd.
・CEO, FIRST Co., Ltd.
・Executive Vice-President, Alleanza Holdings Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Morisaku Wagato has experience, achievements and insight in the management of the Group, as he hasserved as Representative Director of the Company’s home improvement center business subsidiary.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.

- 10 -

April 1996
March 2011
January 2012
Motohiko Takasu(January 22, 1974)[Reappointment]
8June 2013
June 2015
June 2017
April 2018

Joined Chubu Yakuhin Co., Ltd.
General Manager, Product Department, Chubu
Yakuhin Co., Ltd.
General Manager, Business Headquarters, Chubu
Yakuhin Co., Ltd.
Director, Chubu Yakuhin Co., Ltd.
Managing Director, Chubu Yakuhin Co., Ltd.
Director, the Company (current)
CEO, Chubu Yakuhin Co., Ltd. (current)

1,700[Significant concurrent positions]・CEO, Chubu Yakuhin Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Motohiko Takasu has experience, achievements and insight in the management of the Group, as he hasserved as Representative Director of the Company’s drugstore business subsidiary.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.
April 1976
Established Asakura Inc. (currently Daiyu EightCo., Ltd.)
CEO, Asakura Inc.
June 1977
CEO, Daiyu Eight Co., Ltd. (change in trade name)Shunichi Asakura(current)
September
2016
Chairman, Daiyu LIC Holdings Co., Ltd. (currently(January 18, 1950)
Alleanza Holdings Co., Ltd.) (current)
June 2019
Director, the Company (current)[Reappointment]
9[Significant concurrent positions]
・Chairman, Alleanza Holdings Co., Ltd.
・CEO, Daiyu Eight Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Shunichi Asakura founded a home improvement center business company in 1976, and has experience,achievements, and insight in leading the expansion of business as the company’s chief executive.
The Company has nominated him as a candidate for Director because he is considered suitable for promoting
the Company’s group management and strengthening the corporate governance of the Company.

- 11 -

April 1974
June 2003
Toshiyuki Takahashi(December 11, 1950)

June 2006
June 2011[Reappointment]
October 2012
[Outside Director]
June 2013[Independent Director]
10
June 2015
June 2021

Joined Ajinomoto Co., Inc.
Corporate Executive Officer, General Manager,
Tokyo Branch, Ajinomoto Co., Inc.
Full-time Advisor, CALPIS Co., Ltd.
Director and Senior Managing Executive Officer,
CALPIS Co., Ltd.
Advisor, Ajinomoto Co., Inc.
Audit & Supervisory Board Member,
AJINOMOTO FROZEN FOODS Co., Inc.
Retired from AJINOMOTO FROZEN FOODS
Co., Inc.
Outside Director, the Company (current)-[Reason for nomination as a candidate for Director and expected roles]
Mr. Toshiyuki Takahashi has a wealth of experience and achievements in the food manufacturing industry as
well as experience, achievements and insight in corporate management.
The Company has nominated him as a candidate for Outside Director, because, in view of his experience andachievements, he is considered suitable for promoting the Company’s group management and strengthening thecorporate governance of the Company.
December 1998 Joined Bit Design Co., Ltd. (currently Orange
Communications Co., Ltd.)
November 2003 Audit & Supervisory Board Member, Mito Co.,
Ltd. (currently Orange Communications Co., Ltd.)
April 2008
Director, Mito Co., Ltd.
Mihoko Hayashi
June
2015
Director and President, Orange Communications(June 4, 1971)
Co., Ltd. (current)
June 2021
Outside Director, the Company (current)[Reappointment][Significant concurrent positions][Outside Director][Independent Director] ・Director and President, Orange Communications Co., Ltd.
11

[Relations between the Company and the companies where thecandidate holds concurrent positions]・There are no special relations.
[Reason for nomination as a candidate for Director and expected roles]
Ms. Mihoko Hayashi has a wealth of experience and achievements in public relations, advertisement activities,
and planning and management of related events, as well as experience, achievements and insight in corporate
management.
The Company has nominated her as a candidate for Outside Director, because, in view of her experience andachievements, she is considered suitable for promoting the Company’s group management and strengthening
the corporate governance of the Company.

Notes:

1. There are no special interests between each of the candidates and the Company.
2. Mr. Toshiyuki Takahashi and Ms. Mihoko Hayashi are candidates for Outside Directors.
Pursuant to the rules of the Tokyo Stock Exchange and the Nagoya Stock Exchange, the Company has
notified these exchanges that two candidates for Outside Directors are independent officers.
3. The corporations referred to in the section “Significant concurrent positions” for each candidate except
for Ms. Mihoko Hayashi are the Company’s subsidiaries or affiliates.
4. Ms. Mihoko Hayashi, a candidate for Outside Director, uses “Mihoko Hayashi” as her name in her
professional life. As the name is well known, her name is described as above. However, her name on
the official family register is “Mihoko Yamaike.”- 12 -

5. Mr. Toshiyuki Takahashi and Ms. Mihoko Hayashi will have served as Outside Directors for a year, atthe conclusion of this General Meeting of Shareholders.
6. The Company entered into the liability limitation agreement with Mr. Toshiyuki Takahashi and Ms.
Mihoko Hayashi as Outside Directors. If this proposal is approved, and Mr. Toshiyuki Takahashi and
Ms. Mihoko Hayashi are reappointed as Outside Directors, the Company plans to continue to enter into
the aforesaid liability limitation agreement with them. The outline of the agreement is as follows:- In the event that Directors are held liable for damages that arise from negligence in performing theirduties, the Directors shall be liable for such damages up to the minimum liability amount stipulated
in Article 425, Paragraph 1, of the Companies Act.
- The above limitation of liability shall apply only if the Directors acted in good faith and withoutgross negligence in the performance of their duties that caused such liability.
7. The Company has concluded with an insurance company a directors and officers liability insurance
agreement stipulated in Article 430-3, Paragraph 1, of the Companies Act that covers all of the
Directors of the Company as the insured.
In the event that claims for damages are made against the insured persons due to the acts in the courseof their duties as Directors of the Company, the said liability insurance agreement shall compensate forlegal damages and litigation expenses to be borne by the insured. All of the premiums for the liability
insurance agreement are borne by the Company.
However, there are certain exemptions; for example, damage caused as a result of any conduct
committed while knowing that the conduct is in violation of laws and regulations shall not be covered.
If this proposal is approved, Mr. Toshiyuki Takahashi and Ms. Mihoko Hayashi will be covered by thesaid liability insurance agreement as the insured. Also, the Company plans to renew the said liability
insurance agreement with the same details during their terms of office.

- 13 -

Proposal 3:

Election of Four (4) Directors who are Audit & Supervisory Committee Members

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

No.

Name

Positions

Attendance atBoard ofDirectors
meetings

Attendanceat Audit &Supervisory
Committee
meetings--

1[New appointment]

Toshio Abiko

2[Reappointment]

Mutsuo Masuda

Outside Director,
Independent Director

10/12
(83%)

12/15
(80%)

3

[Reappointment]

Hirofumi Hata

Outside Director,
Independent Director

12/12(100%)

15/15(100%)

4[Reappointment]

Tokimitsu Ito

Outside Director,
Independent Director

12/12(100%)

15/15(100%)- 14 -

April 1991
July 2013

Joined The Norinchukin Bank
Deputy General Manager, Credit & Investment
Planning Department, The Norinchukin Bank
Toshio Abiko
June
2016
Manager, Osaka Branch, The Norinchukin Bank
(June 20, 1967)
April 2019
General Manager of JA Management Measures
Department, Central Union of Agricultural[New appointment]
Cooperatives (JA Zenchu)
1June 2022
Joined Administration Headquarters, the Company(current)[Reason for nomination as a candidate for Director]
Mr. Toshio Abiko has the experience and knowledge in working at financial institutions as well as deep insightin finance and accounting.
The Company has nominated him as a candidate for Director, because he is considered suitable forstrengthening the corporate governance of the Company.
April 1969
Joined The Norinchukin Bank
June 2004
Representative Director and Vice President, The
Norinchukin Bank
June 2005
Retired The Norinchukin Bank
September 2007 Chairman, Agriculture Management Support Study
Mutsuo Masuda
Group(August 7, 1944)
September 2008 Chairman, Eiraku Co., Ltd.
September 2009 Chairman, Japan Food & Agriculture Cooperative[Reappointment]
Organization (“JFACO”) (current)
June 2015
Outside Director, the Company[Outside Director]
June
2016
Outside Director, the Company (Audit &2 [Independent Director]
Supervisory Committee Members) (current)[Significant concurrent positions]・ Chairman, Japan Food & Agriculture Cooperative Organization(“JFACO”)[Reason for nomination as a candidate for Outside Director and expected roles]
Mr. Mutsuo Masuda has the experience in working at financial institutions, and the experience and knowledge
cultivated by broad activities thereafter, as well as deep insight in finance and accounting.
The Company has nominated him as a candidate for Outside Director, because he is considered suitable forstrengthening the corporate governance of the Company.

- 15 -

October 1979
May 1999
Hirofumi Hata
(December 16, 1951)

July 2007
July 2014

Joined Yagi and Asano Auditing Office (currently
Ernst & Young ShinNihon LLC)
Representative Partner, Showa Ota & Co.
(currently Ernst & Young ShinNihon LLC)
Director, The Japanese Institute of Certified Public
Accountants
Managing Partner, Hirofumi Hata Certified Public
Accountant Firm (current)
Outside Director, the Company
Outside Director, the Company (Audit &Supervisory Committee Members) (current)

June 2015[Reappointment]
June 2016[Outside Director][Independent Director]
3[Significant concurrent positions]-・Managing Partner, Hirofumi Hata Certified Public Accountant Firm
・Outside Director, Sato Foods Industries Co.,Ltd.
[Reason for nomination as a candidate for Outside Director and expected roles]
Though Mr. Hirofumi Hata does not have experience of directly participating in company management, he has
the experience of being engaged in corporate accounting audit as Certified Public Accountant for long years,
deep insight in finance and accounting, and the knowledge of corporate activities.
The Company has nominated him as a candidate for Outside Director, because he is considered suitable forstrengthening the corporate governance of the Company.
July 2006
Director, Office of Public Relations, Management
and Co-ordination Department, Nagoya Regional
Taxation Bureau
July 2012
Director, Co-ordination Division, Management andCo-ordination Department, Nagoya Regional
Taxation Bureau
Tokimitsu Ito
District Director, Nagoya Naka Tax Office(September 6, 1954) July 2014
August 2015
Managing Partner, Tokimitsu Ito Certified Public
Tax Accountant Firm (current)[Reappointment]
June 2016
Outside Director, the Company (Audit &[Outside Director]
Supervisory Committee Members) (current)[Independent Director][Significant concurrent positions]4・Outside Auditor, Utsuno Corporation
・Managing Partner, Tokimitsu Ito Certified Public Tax Accountant
Firm[Reason for nomination as a candidate for Outside Director and expected roles]
Though Mr. Tokimitsu Ito does not have experience of directly participating in company management, he has
the experience of being engaged in tax affairs as Certified Public Tax Accountant for long years, deep insight infinance and accounting, and the knowledge of corporate activities.
The Company has nominated him as a candidate for Outside Director, because he is considered suitable forstrengthening the corporate governance of the Company.

- 16 -

Notes:

1. Mr. Toshio Abiko is a new candidate for Director.
2. There are no special interests between each of the candidates and the Company.
3. Mr. Mutsuo Masuda, Mr. Hirofumi Hata, and Mr. Tokimitsu Ito are candidates for Outside Directors.
Pursuant to the rules of the Tokyo Stock Exchange and the Nagoya Stock Exchange, the Company has
designated three candidates for Outside Directors as independent officers, and notified these exchangesof it.
4. Mr. Mutsuo Masuda and Mr. Hirofumi Hata will have served as Outside Directors for seven years,
and will have served as Directors who are Audit & Supervisory Committee Members for six
years, at the conclusion of this General Meeting of Shareholders.
Mr. Tokimitsu Ito will have served as Directors who are Audit & Supervisory Committee
Members for six years, at the conclusion of this General Meeting of Shareholders.
5. The Company entered into the liability limitation agreement with Mr. Mutsuo Masuda, Mr. Hirofumi
Hata, and Mr. Tokimitsu Ito as Outside Directors. If this proposal is approved, and Mr. Mutsuo
Masuda, Mr. Hirofumi Hata, and Mr. Tokimitsu Ito are reappointed as Outside Directors, theCompany plans to continue to enter into the aforesaid liability limitation agreement with them. The
outline of the agreement is as follows:- In the event that Directors are held liable for damages that arise from negligence in performing theirduties, the Directors shall be liable for such damages up to the minimum liability amount stipulated
in Article 425, Paragraph 1, of the Companies Act.
- The above limitation of liability shall apply only if the Directors acted in good faith and withoutgross negligence in the performance of their duties that caused such liability.
6. The Company has concluded with an insurance company a directors and officers liability insurance
agreement stipulated in Article 430-3, Paragraph 1, of the Companies Act that covers all of the
Directors of the Company as the insured.
In the event that claims for damages are made against the insured persons due to the acts in the courseof their duties as Directors of the Company, the said liability insurance agreement shall compensate forlegal damages and litigation expenses to be borne by the insured. All of the premiums for the liability
insurance agreement are borne by the Company.
However, there are certain exemptions; for example, damage caused as a result of any conduct
committed while knowing that the conduct is in violation of laws and regulations shall not be covered.
If this proposal is approved, Mr. Mutsuo Masuda, Mr. Hirofumi Hata, and Mr. Tokimitsu Ito will becovered by the said liability insurance agreement as the insured. Also, the Company plans to renew thesaid liability insurance agreement with the same details during their terms of office.

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Proposal 4:

Determination of Compensation for the Grant of Shares with Restriction on Transfer to
Directors (excluding Directors who are Audit & Supervisory Committee Members andOutside Directors)

As for the maximum amount of compensation to Directors (excluding Directors who are Audit &Supervisory Committee Members) of the Company, the cash compensation was approved in amount notexceeding ¥400 million per year at the 59th Annual General Meeting of Shareholders held on June 30,
2016, and the share-based compensation under an employee stock ownership plan was approved, as
funds required to acquire shares for delivery, with the maximum amount consisting of ¥300 million overthe period of 5 years and the amount obtained by multiplying the number of years of the extended trust
period by ¥60 million at the 60th Annual General Meeting of Shareholders held on June 29, 2017. Under
this proposal, the Company asks shareholders to kindly approve introduction of the compensation planfor granting shares with restriction on transfer to Directors (excluding Directors who are Audit &Supervisory Committee Members and Outside Directors, hereinafter, “Grantee Directors”) in order topromote further sharing of value between Directors and shareholders, while offering incentives to
Directors of the Company towards sustainable increase in the corporate value of the Company’s Group.
Accordingly, the Company proposes to determine that the aggregated amount of cash compensation for
granting shares with restriction on transfer to Grantee Directors, within the limit of the current cash
compensation to Directors, shall be not exceeding ¥50 million per year which is deemed appropriate
considering the purpose stated above and the total number of shares of common stock of the Company tobe issued or disposed under the plan shall be not exceeding 25,000 shares per year. The details of theallocation to individual Grantee Directors shall be decided at the Board of Directors.
The number of Grantee Director is currently nine. If the proposal 2 is approved as originallyproposed, the number of Grantee Directors shall be nine.
Based on the resolution of the Board of Directors of the Company, the Grantee Directors shallwholly contribute the monetary compensation claim paid under this proposal in the form of property
contributed in kind, and shall, in return, receive shares of common stock of the Company that become
available through issuance or disposal by the Company, where the total number of shares of common
stock of the Company becoming available through such issuance or disposal shall not exceed 25,000 per
year (provided, however, that in the event of a stock split (including gratis allotment of shares ofcommon stock of the Company), or a reverse stock split of shares of common stock of the Company, or
any other circumstance necessitating the adjustment to the total number of shares of common stock of theCompany issued or disposed of as shares with restriction on transfer, such total number of shares shall be
adjusted within a reasonable range), while the amount per share to be paid shall be determined at theBoard of Directors, based on the closing price of shares of common stock of the Company on the Tokyo
Stock Exchange on the business day preceding each resolution at the Board of Directors (if such date wasa non-trading day, the closing price of the immediately preceding trading day), which should be within
the range not particularly advantageous to the Grantee Directors. In addition, for the purpose of issuingor disposing of the shares of common stock of the Company under this proposal, an agreement on theallotment of shares with restriction on transfer (hereafter, the “Allotment Agreement”) including thefollowing terms, as the outline, shall be entered into between the Company and each Grantee Director.
(1) Grantee Directors shall not transfer, use as collateral, or otherwise dispose of the shares ofcommon stock of the Company allotted under the Allotment Agreement (hereinafter, the“Allotted Shares”) (hereinafter, the “Transfer Restriction”), in the period between the date when
they receive such allotment and the date when they lose positions as determined by Directors or- 18 -

the Board of Directors of the Company (provided, however, with respect to the loss of theposition within three months after the end of the business year to which the allotment of shareswith restriction on transfer is attributed, if the Board of Directors of the Company separately
determines the date within six months after the end of said business year, such date shall apply)(hereinafter, the “Transfer Restriction Period”).
(2) If a Grantee Director loses any of positions prescribed in (1) above prior to expiration of theperiod separately determined by the Board of Directors of the Company (hereinafter, the“Period of the Service”), the Company shall automatically acquire the Allotted Shares without
consideration, unless the Board of Directors of the Company deems that such loss of theposition is due to justifiable reasons.
(3) The Company shall lift the Transfer Restrictions for all of the Allotted Shares upon expiration of
the Transfer Restriction Period, on the condition that the Grantee Director continuously
remained in the post of Director or other posts determined by the Board of Directors of theCompany throughout the Period of the Service, provided, however, if the Guarantee Director
loses any of positions prescribed in (1) above prior to expiration of the Period of the Service due
to justifiable reasons determined by the Board of Directors of the Company prescribed in (2)above , the Company shall reasonably adjust the number of the Allotted Shares and the timing
for which the Transfer Restrictions shall be lifted as necessary.
(4) The Company shall automatically acquire the Allotted Shares without consideration for which
the Transfer Restrictions have not been lifted according to (3) above, upon expiration of theTransfer Restriction Period.
(5) If matters related to a merger agreement in which the Company is to be the absorbed company, ashare exchange agreement or a share transfer plan in which the Company is to become a whollyowned subsidiary, or other organizational restructuring, etc., are approved by the General
Meeting of Shareholders of the Company (or by the Board of Directors of the Company, wheresuch organizational restructuring, etc. does not require approval of the General Meeting of
Shareholders of the Company) during the Transfer Restriction Period, the Company shall, by the
resolution of the Board of Directors of the Company, lift the Transfer Restrictions for the
Allotted Shares of which the number shall be reasonable determined prior to the effective dateof such organizational restructuring, etc.
(6) In the event prescribed in above (5), immediately subsequent to the lifting of the Transfer
Restriction, the Company shall automatically acquire the Allotted Shares for which the Transfer
Restriction have not been lifted without consideration.
(7) The means of expression of intention and notice under the Allotment Agreement, the manner of
amending the Allotment Agreement and other matters determined by the Board of Directors
shall be incorporated into the Allotment Agreement.
The Company determined the policy regarding the decision concerning the details of compensation
to Directors at the Board of Directors meeting held on June 25, 2021. The Company plans to change thepolicy so that its content shall be in line with this proposal, on the condition that this proposal isapproved. Furthermore, as noted above, the amount to be paid for the Allotted Shares shall be within therange not particularly advantageous to the Grantee Directors, and the dilution rate is insignificant.
Therefore, the Company has deemed that the grant of the Allotted Shares is appropriate.

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