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 8, 2021
To Shareholders with Voting Rights:
Masami Tashiro
Chairman & CEO
Valor Holdings Co., Ltd.
180-1 Oi-cho, Ena-shi, Gifu, JapanNOTICE OF
THE 64TH 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 64th Annual General Meeting of Shareholders of Valor Holdings Co.,
Ltd. (the “Company”) will be held as described below.
1. Date and Time:

Friday, June 25, 2021 at 10:00 a.m., Japan time

2. Place:

Grand Hall, Valor Culture Hall (Tajimi-shi Bunka Kaikan)
2-8 Jukuta-cho, Tajimi-shi, Gifu, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 64th Fiscal Year (April 1, 2020 - March 31, 2021) 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 64th Fiscal
Year (April 1, 2020 - March 31, 2021)
Proposal to be resolved:
Election of Eleven (11) Directors (Excluding Directors who are Audit &Proposal:Supervisory Committee Members)

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
SystemBasic 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
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/-1-Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal:

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, by reducing the number of Internal
Directors by two (2) and increasing the number of Outside Directors by two (2) to ensure transparency ofthe management and further strengthen corporate governance.
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members)
are as follows.
No.

Name

Positions and responsibilities at the Company

Attendanceat Board of
Directors
meetings
8/8(100%)
8/8(100%)

1[Reappointment]

Masami Tashiro

Chairman & CEO

2[Reappointment]

Satoru Yokoyama

Executive Vice-President

3[Reappointment]

Akira ShinohanaManaging Director and General Manager,
Administration Headquarters

8/8(100%)

4[Reappointment]

Katsuyuki Mori

Director(Chairman, Tachiya Co., Ltd.)

8/8(100%)

5[Reappointment]

Takayuki Koike

Director and General Manager, RetailTechnology Headquarters

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

8/8(100%)

8[Reappointment]

Motohiko Takasu

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

8/8(100%)

9[Reappointment]

Shunichi Asakura

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

8/8(100%)

10[New appointment]

Toshiyuki
Takahashi

Outside Director, Independent Director-

11[New appointment]

Mihoko Hayashi

Outside Director, Independent Director

-

-2-

No.

Name
(Date of birth)

Masami Tashiro(June 9, 1947)[Reappointment]
1

Career 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

1,475,846[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. (current)(February 21, 1956)
Chairman, AXTOS Co., Ltd.
7,240
May 2021
CEO, AXTOS Co., Ltd. (current)[Reappointment][Significant concurrent positions]

2・CEO, AXTOS Co., Ltd.
・Executive Vice-President, Valor 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.
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.

-3-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
May 2006
February 2011
June 2014
April 2015

October 2015
Akira Shinohana(September 25, 1972)[Reappointment]
3

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, theCompany (current)
General Manager, Administration Headquarters
and General Manager, Finance Department, theCompany (current)

Number ofshares of theCompany held

11,200[Significant concurrent positions]・CEO, Chubu Agri Co., Ltd.
・CEO, Valor Agency Co., Ltd.
・Chairman, Gito Family Department Co., Ltd.
[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 subsidiary and has also served as thehead of the Company’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.

-4-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
May 1992
January 2006
January 2007
June 2015
April 2018

Katsuyuki Mori
(June 22, 1961)[Reappointment]
4

January 2019
April 2020

Joined Marudai Tachiya Co., Ltd. (currently
Tachiya Co., Ltd.)
CEO, Tachiya Co., Ltd.
CEO, Sun Friend Co., Ltd (currently SyokusenkanTaiyo Co., Ltd.)
Director, the Company (current)
Chairman, Tachiya Co., Ltd. (current)Managing Director and General Manager, SM
Business Administration Headquarters, Valor Co.,Ltd.
Senior Managing Director and General Manager,
SM Business Administration Headquarters, Valor
Co., Ltd. (current)
CEO, Daiwa Store Co., Ltd. (current)

Number ofshares of theCompany held

9,200

[Significant concurrent positions]
・Chairman, Tachiya Co., Ltd.
・Senior Managing Director, Valor Co., Ltd.
・CEO, Daiwa Store Co., Ltd.

5

[Reason for nomination as a candidate for Director]
Mr. Katsuyuki Mori has experience, achievements and insight in the management of the Group, as he hasserved 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
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, the Company
May 2008
General Manager, Logistics Department, theCompany
April 2018
CEO, Chubu Kosan Co., Ltd. (current)
January
2019
GeneralManager, IT Strategy Office and General
Takayuki Koike
Manager,
Information System Department, the(September 20, 1972)
3,000
Company
June 2019
Director, the Company (current)[Reappointment]
April 2020
General Manager, Retail Technology Headquarters
and General Manager, System Department, theCompany (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.

-5-

No.

Name
(Date of birth)

Career summary, positions and responsibilities

Number ofshares of theCompany held

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)
2,000
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 business companies, and also
served as the head of the Company’s supermarket 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.
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)
19,100
October 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.

-6-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1996
March 2011

Motohiko Takasu(January 22, 1974)[Reappointment]
8

January 2012
June 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)

Number ofshares of theCompany held

1,500

[Significant concurrent positions]・CEO, Chubu Yakuhin Co., Ltd.

9

[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][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 led the
expansion of business as the company’s chief executive.
The Company has nominated him as a candidate for Director because, in view of his experience, achievements
and insight, he is considered suitable for promoting the Company’s group management and strengthening thecorporate governance of the Company.

-7-

No.

Name
(Date of birth)

Career summary, positions and responsibilities

Number ofshares of theCompany held

April 1974
June 2003

Joined Ajinomoto Co., Inc.
Corporate Executive Officer, General Manager,
Tokyo Branch, Ajinomoto Co., Inc.
Toshiyuki Takahashi
Full-time Advisor, CALPIS Co., Ltd.
(December 11, 1950) June 2006
June 2011
Director and Senior Managing Executive Officer,
CALPIS
Co., Ltd.
[New appointment]
October 2012
Advisor, Ajinomoto Co., Inc.
[Outside Director]
June 2013
Audit & Supervisory Board Member,[Independent Director]
AJINOMOTO FROZEN FOODS Co., Inc.
10
June 2015
Retired from AJINOMOTO FROZEN FOODS
Co., Inc.
[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 expects that, in view of these experience and achievements, he will be able to contribute topromoting the Company’s group management and strengthening the corporate governance of the Company, andtherefore has nominated him as a candidate for Outside Director.
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.)
Mihoko Hayashi
April 2008
Director, Mito Co., Ltd.
(June 4, 1971)
June 2015
Director and President, Orange Communications
Co, Ltd.
[New appointment] [Significant concurrent positions][Outside Director]
・Director and President, Orange Communications Co, Ltd.
[Independent Director][Relations between the Company and the companies where the11candidate 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 andplanning and management of related events as well as experience, achievements and insight in corporate
management.
The Company expects that, in view of these experience and achievements, she will be able to contribute topromoting the Company’s group management and strengthening the corporate governance of the Company, andtherefore has nominated her as a candidate for Outside Director.

-8-Notes:

1. Mr. Toshiyuki Takahashi and Ms. Mihoko Hayashi are new 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 candidates for independent
officers and that Mr. Mutsuo Masuda, Mr. Hirofumi Hata and Mr. Tokimitsu Ito, who serve as Directors
who are Audit & Supervisory Committee Members, are independent officers.
2. There are no special interests between each of the candidates and the Company.
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.”
5. If this proposal is approved and Mr. Toshiyuki Takahashi and Ms. Mihoko Hayashi are elected as
Outside Directors, the Company plans to entered into a 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. The premiums for the liability insurance agreement are borneby the Company. If the election of Mr. Toshiyuki Takahashi and Ms. Mihoko Hayashi, new candidates
for Director, is approved in this proposal, they will also be covered by the liability insurance agreement
as the insured.

-9-