(Securities Code: 2796)
August 3, 2022

To Our Shareholders
Masayuki Akiyama, President & COO
Pharmarise Holdings Corporation
1-38-1 Chuo, Nakano-ku, Tokyo

Notice of Convocation of the 36th Ordinary General Meeting of Shareholders
We would like to take this opportunity to express our gratitude for your continued support of our operations.
Pharmarise Holdings Corporation (hereinafter “the Company”) will hold the 36th Ordinary General Meeting of Shareholders as
described below.
To prevent COVID-19 infection, we strongly recommend that you refrain from coming to the meeting venue as far as possible andexercise your voting rights in writing or via the Internet at this General Meeting of Shareholders.
When exercising your voting rights in writing or via the Internet, please review the attached Reference Documents for the General
Meeting of Shareholders and exercise your voting rights by 6:00 p.m. (JST) on Wednesday, August 24, 2022.
Details
1. Date and Time
2. Venue

Thursday, August 25, 2022 at 10:00 a.m. (JST)Belle Salle Shinjuku Grand Conference Center, 5F, Sumitomo Fudosan Shinjuku Grand Tower,
8-17-1 Nishishinjuku, Shinjuku-ku, Tokyo

3. Meeting Agenda
Reports 1. Business reports and consolidated financial statements for the Company’s 36th business term (from June 1,
2021 to May 31, 2022) and audit result reports of consolidated financial statements by the accounting auditor
and the Audit & Supervisory Board.
2. Non-consolidated financial statements for the 36th business term (from June 1, 2021 to May 31, 2022)
Proposals
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Eleven (11) Directors
Proposal 4: Election of One (1) Audit & Supervisory Board Member〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
➢ When attending the meeting, please submit the enclosed voting rights exercise form at the reception desk to register your attendance.
➢ In the event that an amendment to the Reference Documents for the Ordinary General Meeting of Shareholders, the Business Report, the Consolidated
Financial Statements or the Non-Consolidated Financial Statements becomes necessary, the Company will disclose the amended matter on its website(https://www.pharmarise.com/).
➢ Of the documents that should be provided on this notice of convocation, the Consolidated Statements of Changes in Equity, Notes on Consolidated Financial
Statements, Non-Consolidated Statements of Changes in Equity, and Notes on Non-Consolidated Financial Statements are not included in this notice ofconvocation because they are provided respectively on the Company’s website (https://www.pharmarise.com/) pursuant to laws and regulations and provisions
in Article 15 of the Articles of Incorporation. Therefore, the documents accompanying this notice are parts of the Consolidated Financial Statements and NonConsolidated Financial Statements audited in the drafting of the accounting audit report and the audit report by the Accounting Auditor and the Audit &Supervisory Board Member.

―1―Reference Documents for the Ordinary General Meeting of Shareholders
Proposals and Reference Issues
Proposal 1:

Appropriation of Surplus

Regarding the appropriation of surplus, the Company defines returns of profit to shareholders as one of the key management issues
and has a basic policy of making stable and constant distribution of results commensurate with business growth.
In accordance with this policy, the Company proposes that the appropriation of surplus for the 36th business term be made as follows:
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property and their aggregate amount
14 yen per common share of the Company, or 130,937,590 yen in total(3) Effective date of dividends of surplus
August 26, 2022

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the change
The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the Act Partially Amending theCompanies Act (Act No.70 of 2019) are due to come into effect on September 1, 2022. Accordingly, the Company proposes amending
its Articles of Incorporation to prepare for adoption of a system for the electronic provision of materials for the general meeting ofshareholders. Details are as follows.
(1) Article 15, Paragraph 1 in the proposed amendments stipulates to the effect that the Company shall take the measure for electronic
provision of materials with respect to information that constitutes the content of reference materials for the Ordinary General
Meeting of Shareholders.
(2) Article 15-2 in the proposed amendments establishes provisions to limit the scope of matters to be stated in the document thatwill be issued to shareholders who requested the issuance of the document.
(3) Since the provisions on Disclosure on the Internet and De Facto Provision of Shareholders’ General Meeting Reference
Documents, etc. (Article 15 of the current Articles of Incorporation) will no longer be necessary, the Company proposes deletingthese provisions.
(4) With the establishment and deletion of provisions described above, supplementary provisions on effective date, etc. shall beestablished.

―2―

2. The details of the amendments are shown below.
(The changes are underlined.)
Existing Articles of Incorporation

Proposed Amendments(Internet Disclosure and De Facto Provision of Reference
Documents for the Ordinary General Meeting of Shareholders, etc.)
Article 15 In convening an Ordinary General Meeting of
Shareholders, the Company may deem to have supplied information
about matters to be stated or indicated in Reference Documents for
the Ordinary General Meeting of Shareholders, business reports,financial statements and consolidated financial statements toshareholders, by disclosing the information via an Internet-usedmethod in accordance with applicable ordinances.

<Delete><New>(Electronic Provision Measure, etc.)
Article 15
The Company shall deliver information in Reference Document for
the Ordinary General Meeting of Shareholders, etc. in an electronicform.
2. The Company may omit all or part of information specified in the
Ordinance of the Ministry of Justice and provided in an electronic
form from documents delivered to shareholders who have requested
paper-form documents before the record date of voting rights.

<New>(Supplementary Provisions)
1. The deletion of Article 15 on the current Articles of Incorporation(Internet Disclosure and De Facto Provision of Reference
Documents for the Ordinary General Meeting of Shareholders, etc.)
and the new establishment of Article 15 in the proposed amendment(Electronic Provision Measure, etc.) shall take effect on the date ofenforcement (hereinafter, the “Enforcement Date”) of the amended
provisions stipulated in the proviso of Article 1 of the
Supplementary Provisions of the Act Partially Amending theCompanies Act (Act No.70 of 2019).
2. Notwithstanding the provisions of the preceding paragraph,
Article 15 of the current Articles of Incorporation shall remain valid
for any Ordinary General Meeting of Shareholders the date of which
is a date within six (6) months of the Enforcement Date.
3. These supplementary provisions shall be deleted on the date on
which six (6) months have elapsed from the Enforcement Date or thedate on which three (3) months have elapsed from the date of theOrdinary General Meeting of Shareholders under the preceding
paragraph, whichever is later.

―3―

Proposal 3:

Election of Eleven (11) Directors

The terms of office of all eleven (11) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of eleven (11) Directors.
The candidate Directors are as follows:
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company
November 1971
June 1984
January 1997
February 2000
May 2002
September 2007

Toshimichi Ohno
(April 16, 1950)
Reappointment

1

June 2009
September 2009
March 2013
August 2015
October 2015
August 2016
June 2017
January 2019
March 2020

Joined Marutake Co., Ltd.
Became President and Representative Director on founding theCompany
Became President and Representative Director of former Minami
Pharmacy Ltd. following its acquisition
Became Director of former Hokuriku Pharmaceutical Services Co.,
Ltd. (now Pharmarise Co., Ltd.) on its incorporation
Became Director of former Minami Pharmacy Co., Ltd. (nowPharmarise Co., Ltd.) as a result of reorganization
Became Representative Director of Fujii Pharmacy Co., Ltd. (nowPharmarise Co., ltd.) following its acquisition
Became Representative Director of Pharmarise Co., Ltd. on its
incorporation in an incorporation-type company split
Appointed Director of High Lane Medical Co., Ltd. (nowPharmarise Co., Ltd. )Became Representative Director of former Pharmarise Plus Co.,
Ltd. (now Pharmarise Co., Ltd.) on its incorporation
Became President, Representative Director and Executive Officer of
the Company
Became President and Representative Director of Pharmarise &Higuchi Corporation (now Pharmarise Co., Ltd.) on its acquisition
Appointed Chairman, CEO and Representative Director (present)
Appointed Director, Mythos Co., Ltd.
Appointed Chairman, Pharmarise Co., Ltd. (to present)
Appointed Director, Healthywork Corporation

Number ofshares of theCompany held

204,390 shares(Reason for appointment)
Mr. Toshimichi Ohno has been in charge of the Company’s management as Representative Director for many years, since its
foundation. He has deep insight and extensive professional experience across the industry and management in general and his
management skill is highly rated both inside and outside the company. The Company proposes his reappointment because he can be
expected to continue driving improvement of performance, governance and further development across the Group as a whole.

―4―

No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company
April, 1973
July 1989
July 2001
September 2007

Sayoko Ohno
(June 3, 1949)

June 2009
August 2009

Reappointment

2

August 2015
August 2016
August 2018
August 2019
August 2020

Joined Marutake Co., Ltd.
Became Director of the Company
Became Managing Director of the Company
Became General Manager of Administration Department of theCompany
Became Managing Director and Director of Pharmarise Co., Ltd. on
its incorporation in an incorporation-type company split (to present)
Became Director of Minami Pharmacy Co., Ltd. (now Pharmarise
Co., Ltd.)
Became Director of Futaba Co., Ltd. (now Pharmarise Co., Ltd.)
Became Advisor to the Company
Became Managing Director and Executive Officer of the Company
Became Director of Laycare Center Co., Ltd.(to present)
Became Vice Chairman and Director of the Company (to present)

Number ofshares of theCompany held

349,780 shares[Reasons for nomination]
Ms. Sayoko Ohno has extensive experience and knowledge serving as a Director since 1989 and currently helping strengthen the
Company’s HR and administrative operations as Vice Chairman and Director. The Company proposes her reappointment because she
can be expected to continue driving the strengthening of HR and administrative operations as well as further development across theGroup as a whole.

―5―

No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company
April 1995
July 1995
February 1997
April 2001
December 2003
June 2004
July 2006

June 2009
September 2009
August 2010
Masayuki Akiyama(February 16, 1967)
Reappointment

October 2011

July 2012

3
March 2014
August 2015

August 2016
August 2018
October 2018
January 2019
March 2020
April 2020
August 5, 2021

Joined former Kyowa Shizuoka Co., Ltd.
Became Representative Director of Kyowa Shizuoka Co., Ltd.
Became Director of the Company as a result of merger
Became General Manager of Director Training and Internal Audit
Office of the Company
Became Director and General Manager of the Internal Audit Officeof the Company
Became Director and General Manager of Pharmacy Management
Department of the Company
Became General Manager of Pharmacy Management Department of
the Company and Director of Pharmarise Pharmaceutical
Information Research Institute
Became Senior Managing Director of Pharmarise Co., Ltd. on its
incorporation in an incorporation-type company split
Became Representative Director and President of the Company
Became Senior Managing Director and Chief of Corporate Planning
Headquarters of the Company and Director of Pharmarise
Pharmaceutical Information Research Institute
Became Senior Managing Director, Executive Officer, Chief ofGeneral Headquarters and General Manager of Affiliated Company
Management Department of the Company
Became Senior Managing Director, Executive Officer, Chief ofBusiness Promotion Headquarters and General Manager of Planningand Promotion Department of the Company
Became Representative Director of Kinugawa Chouzai Center Co.,
Ltd.(now Pharmarise Co., Ltd.)
Became Senior Managing Director, Executive Officer, Chief ofBusiness Promotion Headquarters and General Manager ofAffiliated Company Management Department of the Company
Became Representative Director of former Pharmarise Plus Co.,
Ltd.(now Pharmarise Co., Ltd.)
Became President & COO, Representative Director(to present ) and
Executive Officer of the Company
Became Director of Chemist Co., Ltd.(to present)
Became Director of Pharmarise Co., Ltd.(to present)
Became Director of Kotobuki Data Bank Co., Ltd.(to present)
Became Director of Healthywork Corporation(to present)
Became Director of Sun Medical LLC (to present)
Became Director of Mythos Co., Ltd. (to present)

Number ofshares of theCompany held

29,720 shares(Reason for appointment)
Since becoming Director in 1997, Mr. Masayuki Akiyama has held key positions at the Company. He gained a thorough knowledge of
all the Company’s operations as an executive for many years and now, as President and Representative Director, is leading theCompany’s business and producing results. The Company proposes his reappointment because he can be expected to continue driving
the creation of synergy and further development across the Group as a whole.
September 1979
May 1983
April 2000
August 2009
September 2009
October 2010
October 20124

Keiko Matsuura(December 20, 1956)

November 2012
December 2012

Reappointment

June 2013
October 2016

August 2017
August 2018

January 2019

Joined Suizawa Hospital
Joined Sakakibara Onsen Hospital
Joined the Company
Became Director of Minami Pharmacy Co., Ltd. (now Pharmarise
Co., Ltd.)
Became Director and General Manager of Business Department of
Minami Pharmacy Co., Ltd. (now Pharmarise Co., Ltd.)
Became Director of Hey Corporation (now Pharmarise Co., Ltd.)
Became Representative Director of former Minami Pharmacy Co.,
Ltd. (now Pharmarise Co., Ltd.) and former KITAMACHI
Pharmacy Co., Ltd. (now Pharmarise Co., Ltd.)
Became Executive Officer of the Company
Became Director of Nihon Medicare Co., Ltd.(now Pharmarise Co.,Ltd.)
Became Director of Tokyo Minami Pharmacy Co., Ltd. (nowPharmarise Co., Ltd.)
Became General Manager of Pharmacy Management Department of
Business Promotion Headquarters of the Company
Became Director of Tokai Pharmarise Co., Ltd. (now Pharmarise
Co., Ltd.)
Became Director of For You Co., Ltd. (now Pharmarise Co., Ltd.)
Became Senior Managing Director of the Company (to present)
Became Representative Director of Kansai Pharmarise Co., Ltd.
(now Pharmarise Co., Ltd.)
Became Representative Director and President of Pharmarise Co.,―6―

38,950 shares

No.

Name
(Date of birth)

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

August 5, 2021

Number ofshares of theCompany held

Ltd. (to present)
Became Director of Healthywork Corporation(to present)[Reasons for nomination]
Ms. Keiko Matsuura joined the Company as a pharmacist in April 2000. Since then, she has served as a Director of various groupcompanies. Now, as Senior Managing Director of the Company and President and Representative Director of Pharmarise Co., Ltd. sheis helping improve results in the dispensing pharmacy business, which is the Group’s core business. The Company proposes her
reappointment because she can be expected to continue driving improvement in the Group’s performance and its further development.

―7―

No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company
April 1987

Joined Yamaichi Securities Co., Ltd.

February 1998

Joined Fuji Securities Co., Ltd. (now Mizuho Securities Co., Ltd.)

February 2012

Joined the Company

March 2014

March 2017

Became Director of Kinugawa Chouzai Center Co., Ltd. (nowPharmarise Co., Ltd.)
Became General Manager of Corporate Planning Department of theCompany
Became Director of Pharmarise & Higuchi Corporation (nowPharmarise Co., Ltd.)
Became Executive Officer and Chief of Corporate Strategy
Headquarters of the Company
Became Director of MC Co., Ltd. (now Pharmarise Co., Ltd.)

June 2017

Became Director of Mythos Co., Ltd. (to present)

June 2018

Became Director of Medical Front Corporation (to present)

June 2018

Became Director of Pocket Pharmacy Sales Co., Ltd. (to present)

August 2018

Became Director of the Company (to present)

May 2020

Became Director of WEEC, Inc. (to present)

August 2015
Yutaka Numata(July 26, 1963)

October 2015
August 2016

Reappointment

5

Number ofshares of theCompany held

2,740 shares[Reasons for nomination]
Mr. Yutaka Numata joined the Company in February 2012 and as since served as Director of various group companies. Currently, as
Director, he is producing results formulating management strategies that will help improve the Group’s performance and providing
management guidance to group operating companies. Mr. Yutaka Numata is familiar with the Group’s business, and the Company
proposes his reappointment based on the judgment that he can be expected to harness his previous experience in the Company’s
management, from the viewpoint of the Company’s sustainable growth and improvement in its corporate value in the medium and long
run.

―8―

No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company
April 1995
January 2001
June 2004
September 2007
April 2010

October 2010
Hiroshi Kanno(February 6, 1973)
Reappointment

6

August 2011
October 2011
August 2012
June 2014
September 2016

October 2018
March 2019
August 2020

Joined Angel Chozai Co., Ltd.
Transferred to the Company as a result of the merger of Angel
Chozai Co., Ltd. and the Company
Became General Manager of Pharmacy Operations Section of
Pharmacy Management Department of the Company
Became General Manager of Affiliated Companies Management
Department of the Company
Became General Manager of Group Business Operations
Department of the Company
Became Chief of General Headquarters of the Company
Became Director, Chief of General Headquarters and General
Manager of Affiliated Companies Management Department of theCompany
Became Representative Director of the Company
Became Executive Officer of the Company
Became Director and Executive Officer of the Company
Became Director, Executive Officer and General Manager ofCommunity Health Care Promotion Office of the Company
Became Executive Officer , Deputy Chief of Business Promotion
Headquarters and General Manager of Community Health Care
Promotion Office of the Company
Became General Manager of Corporate Planning Department of theCompany
Became General Manager of Human Resources Department of theCompany
Became Director of the Company (to present)

Number ofshares of theCompany held

5,780 shares[Reasons for nomination]
Mr. Hiroshi Kanno joined the Company as a pharmacist in January 2001. Since then, he has been involved in the dispensing pharmacy
business, which is the core business of the group, helping improve performance, and now, as General Manager of the Human Resources
Department of the Company, he is driving HR, recruitment and training operations. Mr. Hiroshi Kanno is familiar with the Group’sbusiness, and the Company proposes his reappointment based on the judgment that he can be expected to harness his previous
experience in the Company’s management, from the viewpoint of the Company’s sustainable growth and improvement in its corporate
value in the medium and long run.

―9―

No.

Name
(Date of birth)

Norio Watanabe(April 12, 1950)

Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company
April 1969
November 1991
October 1993
October 2005
October 2011

Reappointment External

7

October 2013
August 2015

Joined Enkoh Co., Ltd.
Became Director of Enkoh Co., Ltd.
Became Managing Director of Enkoh Co., Ltd.
Became Representative Director and President of the Company
Became Vice Chairman and Representative Director of Enkoh Co.,Ltd.
Became Chairman and Director of Enkoh Co., Ltd. (to present)
Became Director of the Company (to present)

Number ofshares of theCompany held

2,700 shares[Reasons for nomination and expected roles]
Mr. Norio Watanabe served as President of Enkoh Co., Ltd. for many years and now, as Chairman, continues to be involved in its
management, and has extensive experience and deep insight as a manager. The Company therefore judges that he will be effective in
helping strengthen the decision-making function and oversight function of the Company’s Board of Directors and proposes his
reappointment as Outside Director.
April 1960

Hiromu Tada
(September 1, 1936)
Reappointment External
Independent Officer

8

April, 1973
April 1974
April 1975
April 1976
April 1978
August 2016

Became a commerce teacher at Jissen Gakuen Practical Commercial
High School
Became Director and General Manager of Administration
Department of Canyon Corporation
Became Senior Managing Director of Canyon Corporation
Became Director of Canyon Manufacturing Company USA
Became Representative Director and President of Canyon Korea
Became President and Representative Director of Canyon Tsusho
Co., Ltd.(now Tasman Co., Ltd.) (to present)
Became Director of the Company (to present)-[Reasons for nomination and expected roles]
After working as a teacher at Jissen Gakuen Practical Commercial High School, from 1978, Mr. Hiromu Tada not only served as
President of Tasman Corporation, which manufactures plastic spray containers, but also concurrently served as advisor to Jissen Gakuen
and trustee of Chuo University. The Company proposes his reappointment as Outside Director based on the judgment that he will use
his experience and knowledge as a manager and educator in the Company’s management and be effective in helping strengthen thedecision-making function and oversight function of the Company’s Board of Directors.

―10―

No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company
August 1967
April 1977
October 1980
July 2005

Ichijo Toda
(May 31, 1942)
Reappointment External

November 2007

July 2009

Independent Officer

9

July 2012
July 2013
August 2017
August 2018
August 2020

Became Representative Director and head priest of Nichiren-syu
MYOFUKUJI Temple
Became Trustee of Risshō Ikuei Kai
Became Chairman of Tokyo Tougei Club KOGURE-kai
Became member of Rotary Foundation Permanent Fund Japan
Committee
Became Councillor of the Tokyo Chamber of Commerce andIndustry Nerima Branch and Chairman of Services and Information
Industry Subcommittee (to present)
Became Asia Region Area Coordinator for the Rotary International
Health and Hunger Resource Group
Became Trustee of Rotary Yoneyama Memorial Foundation
Became Trustee of Umekichi Yoneyama Memorial Hall
Selected Substitute Audit & Supervisory Board Member of theCompany
Became Audit & Supervisory Board Member of the Company
Became Director of the Company (to present)

Number ofshares of theCompany held

600 shares[Reasons for nomination and expected roles]
Mr. Ichijo Toda has played a wide range of roles in society, not only serving as the head priest of a religious corporation but also as
trustee of a public interest incorporated foundation that provides scholarships to students and as councillor of the Tokyo Chamber ofCommerce and Industry providing support to companies. The Company proposes his reappointment as Outside Director based on the
judgment that he can be expected to provide advice from an ethical perspective and to be effective in helping strengthen the decisionmaking function and oversight function of the Company’s Board of Directors.

―11―

No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company
April 2010
March 2014
June 2016
June 2017
November, 2017
February, 2018

Tomomi Hara
(February 17, 1958)

August 2018
March 2019
August 2019
September, 2019
December 2019

Reappointment External

10

January 2020
March 2020
April 2020
May 2020
September 2020

October 2020
August 5, 2021
April 2022

Number ofshares of theCompany held

Became Managing Executive Officer of BELLSYSTEM24, INC.
Joined Aspirant Group Inc.
Became President and Representative Director of Miura Printing
Corporation
Became Representative Director of Parking Management
Organization, Ltd.
Became Chairman and Representative Director of SAGAMIGROUP HOLDINGS Co., Ltd.
Became Director of Toshiba Platform Solution Corporation (now
SORD CORPORATION)
Became President and Representative Director of Yamato Co., Ltd.
Became Director of FCM Corporation (to present)
Became Director of the Company (to present)
Became Director of NJT Copper Tube Corporation (to present)
Became Chairman. President and Representative Director of
Outlook Consulting Co., Ltd.
Became Director of MIDORI PRECISIONS CO., LTD.
Became Director of BReCS Corporation (to present)
Became Director of TANKEN SEAL SEIKO CO., LTD. (topresent)
Became Director of Yamato Co., Ltd. (to present)
Became Director of Outlook Consulting Co., Ltd. (to present)
Became Chairman and Representative Director of DIPSOLCHEMICALS CO., LTD. (to present)
Became President and Representative Director of Tohei Sangyo
Co., Ltd. (to present)
Became President and Representative Director of UNITEDSOLUTION
Became Chairman and Representative Director of KOHJIN Film &Chemicals Co., Ltd. (to present)
Became Representative Director of MIDORI PRECISIONS CO.,LTD. (to present)-[Reasons for nomination and expected roles]
Mr. Tomomi Hara is responsible for the business management of investees of Aspirant Group Inc. and also has a track record of
improving business as a manager at many companies including Miura Printing Corporation, Parking Management Organization, Ltd.
and SAGAMI GROUP HOLDINGS Co., Ltd. The Company proposes his reappointment as Outside Director based on the judgmentthat he will leverage this extensive experience and deep insight in the Company’s management and be effective in helping strengthen
the decision-making function and oversight function of the Company’s Board of Directors.

―12―

No.

Name
(Date of birth)

Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company
April 1999
July 2002
April 2004
March 2007
March 2008
June 2010
August 2011
April 2012

Masaya Nakanishi(March 13, 1976)
Reappointment External

11

July 2014
November 2014
July 2017
June 2019
August 2019
December 2019
January 2020
August 2020
September 2020
October 2020
February 2021

Joined The Fuji Bank, Ltd. (now The Mizuho Bank, Ltd.)
Joined GRACCHUS & ASSOCIATES, INC.
Joined the Industrial Revitalization Corporation of Japan
Joined Dogan Advisors, Inc. (now Dogan, Inc.)
Joined Dogan Investments, Inc. (now Dogan, Inc.)
Became Director of Dogan Investments, Inc. (now Dogan, Inc.)
Joined former Enterprise Turnaround Initiative Corporation (nowRegional Economy Vitalization Corporation of Japan)
Became Director of ARC Co., Ltd.
Became Director, Managing Executive Officer and Chief ofDevelopment Support Business Headquarters of ARC Co., Ltd.
Became Managing Director of Regional Economy Vitalization
Corporation of Japan
Joined Aspirant Group Inc.
Became President and Representative Director of TERAKENCORPORATION
Became Director of Outlook Consulting Co., Ltd.
Became Director of the Company (to present)
Became Director of MIDORI PRECISIONS CO., LTD.
Became Director of BReCS Corporation
Became Director of NAGASAKI UNSOU CO., LTD.
Became Director of DIPSOL CHEMICALS CO., LTD. (to present)
Became Director of Tohei Sangyo Co., Ltd. (to present)
Became Director of UNITED SOLUTION
Became Director of FCM Corporation (to present)

Number ofshares of theCompany held-

[Reasons for nomination and expected roles]
Mr. Masaya Nakanishi responsible for the business management of investees of Aspirant Group Inc. and also has a track record of
improving business as a manager at many companies including Industrial Revitalization Corporation Japan, Dogan Advisors, Inc. (nowDogan, Inc.) and Enterprise Turnaround Initiative Corporation (now Regional Economy Vitalization Corporation of Japan). The
Company proposes his reappointment as Outside Director based on the judgment that he will leverage this extensive experience anddeep insight in the Company’s management and be effective in helping strengthen the decision-making function and oversight functionof the Company’s Board of Directors.
(Notes) 1. Candidate for director Mr. Norio Watanabe concurrently serves as Director and Chairman of Enkoh Co., Ltd., which has a capital
relationship with the Company and a business relationship with a subsidiary of the Company. There are no special interests between the
Company and other candidates for Directors.
2. Candidate for director Mr. Norio Watanabe has served as an Outside Audit & Supervisory Board Member of the Company in the past.
3. Candidate for director Mr. Ichijo Toda has served as an Outside Audit & Supervisory Board Member of the Company in the past.
4. Candidates for director Mr. Norio Watanabe, Mr. Hiromu Tada, Mr. Ichijo Toda, Mr. Tomomi Hara and Mr. Masaya Nakanishi are
candidates for Outside Director.
5. Candidate for director Mr. Norio Watanabe will have served as Outside Director for seven years.
6. Candidate for director Mr. Hiromu Tada will have served as Outside Director for six years.
7. Candidate for director Mr. Ichijo Toda will have served as Outside Director for two years.
8. Candidates for director Mr. Tomomi Hara and Mr. Masaya Nakanishi will have served as Outside Director for three years.
9. Candidates for director Mr. Hiromu Tada and Mr. Ichijo Toda have been registered as independent officers with Tokyo Stock Exchange,
Inc. and, if they are reelected, the Company plans to keep them registered as independent officers.
10. The Company has entered into a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of theCompanies Act with an insurance company, and the summary of details of the directors and officers liability insurance contract is as statedon page 16 of the business report. If the candidates are elected, the Company plans to include them as the insured under this insurance
agreement. The insurance agreement will be renewed with the same terms and conditions in September 2022.

Proposal 4:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Takayuki Enomoto will expire at the conclusion of this Ordinary General
Meeting of Shareholders. We thus ask the shareholders to appoint one (1) Audit & Supervisory Board Member
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for an Audit & Supervisory Board Member are as follows:
Name(Date of birth)

Takayuki Enomoto(June 5, 1962)

Career summary, position in the Company, and significant concurrent positions outside theCompany
October 1987
March 1991
January 1993

Joined Chuo Audit Corporation
Registered as a certified public accountant
Established the Onogi Certified Public Accountant Office―13―

Number ofshares of theCompany held

-

Name
(Date of birth)
Reappointment External
Independent Officer

Career summary, position in the Company, and significant concurrent positions outside theCompany
September 1995
August 2017
September 2017

Number ofshares of theCompany held

Registered as a certified tax accountant.
Selected Substitute Audit & Supervisory Board Member of theCompany
Became Audit & Supervisory Board Member of the Company (topresent)[Reasons for nomination]
Mr. Takayuki Enomoto established an accountant office in 1993 after working for an audit corporation. Mr. Takayuki Enomoto has extensive
experience and high levels of expertise gained through many years’ involvement in the business of corporate accounting and tax affairs. The
Company proposes his reappointment as Outside Audit & Supervisory Board Member based on the judgment that he will fulfil his duties as
Audit & Supervisory Board Member of the Company in an appropriate manner.
(Notes) 1. Candidate for Audit & Supervisory Board Member Mr. Takayuki Enomoto has no special relationships with the Company.
2. Mr. Takayuki Enomoto is a candidate for Outside Audit & Supervisory Board Member.
3. Mr. Takayuki Enomoto will have served as Outside Audit & Supervisory Board Member for four years.
4. Mr. Takayuki Enomoto is registered as an independent officer with Tokyo Stock Exchange, Inc., and if he is reelected, the Company willkeep him registered as an independent officer.
5. The Company has entered into a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of theCompanies Act with an insurance company, and the summary of details of the directors and officers liability insurance contract is as statedon page 16 of the business report. If the candidates are elected, the Company plans to include them as the insured under this insurance
agreement. The insurance agreement will be renewed with the same terms and conditions in September 2022.

―14―

(Reference) Table showing the expertise, knowledge, experience, abilities and other skills of Directors and Audit & Supervisory
Board Members (skills matrix)
The key expertise, knowledge, experience, abilities and other skills possessed by the candidates for director and candidates for
Audit & Supervisory Board Member stated in the proposals are as follows.

Officer

Corporate
management

Sales
Store
development
●

Name

Title

Toshimichi Ohno

Chairman & CEO●

Sayoko Ohno

Vice Chairman●

Masayuki Akiyama

President & COO●●

Keiko Matsuura

Senior Managing Director●●

Yutaka Numata

Director

Hiroshi Kanno

Director●

Norio Watanabe

Outside Director●

Hiromu Tada

Outside Director●

Ichijo Toda

Outside Director

Tomomi Hara

Outside Director●

Masaya Nakanishi

Outside Director●

Yoshio Odaka

Audit & Supervisory Board Member●

Takayuki Enomoto

Outside Audit & Supervisory Board Member●

Tsuneo Sonobe

Outside Audit & Supervisory Board Member●●* The above matrix does not show all the skills, experience, abilities and other knowledge and accomplishments that each member has.

―15―

Business strategy
M&A

Financialaccounting

Diversity andinclusion

Personnel andlabormanagement
HR development

●
●

●

●

ESG
Sustainability

Dispensing
pharmacybusiness

●

●

●

●
●

●
●

Legal affairs
ComplianceRiskmanagement

●
●

●

●

●

●

●
●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●
●

●

●

●
●

―16―

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