This document is an unofficial English translation of a part of the Japanese original text of the
Notice of the 105th Annual General Meeting of Shareholders of H2O RETAILINGCORPORATION. The Company provides this translation for reference and convenience
purposes only and without any warranty as to its accuracy or otherwise. In the event of any
discrepancy between this English translation and the Japanese original, the latter shall prevail.

(Securities Code 8242)
June 3, 2024
(Start of electronic provision measures: May 30, 2024)

Naoya Araki
President and Representative Director
H2O RETAILING CORPORATION
8-7 Kakuda-cho, Kita-ku, Osaka
Dear shareholders:

Notice of the 105th Annual General Meeting of Shareholders
You are cordially invited to attend the 105th Annual General Meeting of Shareholders of H2O
RETAILING CORPORATION (the “Company”), the details of which are given below.
When convening this general meeting of shareholders, the Company has taken measures forproviding information in electronic format (the “electronic provision measures”) and has posted
matters subject to the electronic provision measures on the following websites as “Notice of the105th Annual General Meeting of Shareholders” and “Other matters subject to electronic
provision measures (Matters omitted from the documents to be delivered to shareholders uponrequest).”The Company’s website
https://www.h2o-retailing.co.jp/en/ir/stock/meeting.html
In addition to the website shown above, the Company also has posted this information on thewebsite of Tokyo Stock Exchange (TSE).
The TSE website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view this information, please access the TSE website above, input the issue name (company
name) or securities code (8242) and click “Search,” and then click “Basic information” and select“Documents for public inspection/PR information.”
Net de Shoshu (online convocation) (to be posted on June 3, 2024)
https://s.srdb.jp/8242/ (Japanese only)
Please exercise your voting rights by mail or via the Internet or similar means. You are kindly
requested to read the “Information regarding Exercising Voting Rights” (pp. 4-5) and exercise
your voting rights by returning the enclosed Voting Card with approval or disapproval indicatedfor each proposal or via the Internet or similar means by 6:00 p.m. on Monday, June 24, 2024.

1

Details
1. Date and Time: Tuesday, June 25, 2024, 10:00 a.m. (Reception opens at 9:00 a.m.)
2. Venue:

Main Hall, Umeda Arts Theater
19-1 Chayamachi, Kita-ku, Osaka

3. Agenda of the Meeting:
Matters to be Reported
1. Reports on the Business Report, Consolidated Financial Statements, and Financial
Statements for the 105th fiscal term (from April 1, 2023 to March 31, 2024)
2. Report on the audit results of the Consolidated Financial Statements by the
Accounting Auditor and the Audit and Supervisory Committee
Matters to be Resolved
Proposal No. 1: Election of Four (4) Directors (excluding Directors who are Audit
and Supervisory Committee Members)
Proposal No. 2: Election of Four (4) Directors who are Audit and Supervisory
Committee Members
Proposal No. 3: Payment of Bonuses to Directors
4. Notes Regarding How to Exercise Voting Rights:
Please refer to the “Information regarding Exercising Voting Rights” (pp. 4-5).
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ Among the matters subject to electronic provision measures, the following matters will not
be provided in the paper copy to shareholders who made a request for delivery of
document based on the provisions of laws and regulations and the Company's articles ofincorporation. The Audit and Supervisory Committee and the Accounting Auditor audited
the documents subject to audit including the following matters.
1) Following matters related to the Business Report Matters concerning the Company's stock options, etc.
 Matters concerning Accounting Auditor
 Systems and Policies of the Company
2) Following matters related to the Consolidated Financial Statements
 Consolidated statements of changes in net assets
 Notes to consolidated financial statements
3) Financial Statements
4) Audit Report◎ If necessity arises to amend the matters subject to electronic provision measures by the
day prior to the shareholders meeting, any matters amended will be posted on therespective websites where the matters are posted.
◎ No gifts will be provided to attendees of the Annual General Meeting of
Shareholders. Thank you for your understanding.

2

Guide to Viewing a Live Stream of the General Meeting of Shareholders
The Company will live stream the General Meeting of Shareholders via the Internet on the dayof the meeting so that shareholders can view the meeting without coming to the venue of themeeting.
■ Date and Time of streaming
Tuesday, June 25, 2024 at 10:00 a.m. Japan time
*The live stream will cover the Agenda of the Meeting explaining on the matters to be reported(business report, etc.) and the matters to be resolved.
■ How to view the live stream
Please access the Company website below, click the “Livestreaming of the 105th Annual
General Meeting of Shareholders” and enter the username and password below (in halfwidth alphanumeric characters).
The Company’s website:

https://www.h2o-retailing.co.jp/ja/ir/stock/meeting.html

Username & Password：Please enter the username and password written in the“Notice of the 105th
Annual General Meeting of Shareholders”that received by mail.
・

Please note that shareholders may not be able to watch the live streaming depending on the device andnetwork environment in use.

・

Any fees resulting from access to the live streaming website, such as Internet connection fees, shall beborne by shareholders.

・

Shareholders will not be able to exercise their voting rights during the live streaming since watching live
streaming is not considered as attendance at the General Meeting of Shareholders under the Companies
Act. Therefore, please exercise your voting rights in advance via the Internet or returning the Voting Right
Exercise Form by mail.

・

Shareholders will not be able to ask questions or make any comments during the live stream.

・Live streaming may be interrupted or cancelled depending on the Internet environment, system troubles
and other factors on the day of the meeting.

3

Information regarding Exercising Voting Rights
You can exercise your voting rights by any of the following means.
 Exercising voting rights via the Internet or similar means
Please access the voting website which is designated by the Company either by entering
the URL (https://evote.tr.mufg.jp/) or by scanning the QR code on the Voting Card withyour smartphone and exercise your voting rights before the exercise time limit. If you haveany questions, etc., please contact the Help Desk.
Exercise time limit: 6:00 p.m. on Monday, June 24, 2024
Please see the next page for details.
 Exercising voting rights by mailPlease return the enclosed Voting Card (with approval or disapproval indicated for each
proposal) to reach us before the exercise time limit. Any vote without approval ordisapproval indicated for a particular proposal will be counted as a vote for approval of thepertinent proposal.
Exercise time limit: 6:00 p.m. on Monday, June 24, 2024
 Exercising voting rights by attending the Annual General Meeting of Shareholders
Please submit the enclosed Voting Card to a receptionist at the venue of the Meeting.
Time and Date: 10:00 a.m. on Tuesday, June 25, 2024
 Handling of multiple votes cast by the same shareholder(1) If a voting right is exercised both by mail and via the Internet or similar means, the vote cast
via the Internet will be considered to be the valid vote.
(2) If a voting right is exercised via the Internet twice or more, the last vote cast will beconsidered to be the valid vote. If a voting right is exercised via a personal computer and/or
smartphone, the last vote cast will be considered to be the valid vote.
 Information regarding the Electronic Voting Platform
For nominee shareholders (including their standing proxies), such as trust banks or custodianbanks, the Electronic Voting Platform is also available if they sign up in advance. The platform
is operated by ICJ, Inc., a joint venture company established by Tokyo Stock Exchange, Inc.
and other companies.
◎ If you are able to attend the annual general meeting of shareholders, it is not necessary tofollow the procedures to exercise voting rights by mail or via the Internet or similar means. If
you attend the meeting after exercising your voting rights in advance by mail or via theInternet, the voting rights exercised by attending the meeting shall supersede the previous
vote.
◎ If you choose to exercise your voting rights by proxy, the proxy will be requested to submit aletter of proxy and a Voting Card to a receptionist at the venue of the Meeting. Only ashareholder who has voting rights at the meeting can serve as a proxy.

4

 Exercising voting rights via the Internet or similar means
Scanning the QR code with your smartphone(1) Scan the QR code.
Use your smartphone to scan the login QR code found at the bottom right of the enclosed
Voting Card.
(2) Choose the method you wish to use to exercise your voting rights.
A screen asking you to choose how you wish to vote on proposals will be displayed. Choose
your desired method.
(3) Vote on each proposal.
Follow the instructions on the screen to vote on each proposal to complete the process.

Entering your login ID and temporary password(1) Access the voting website.
https://evote.tr.mufg.jp/(2) Enter the login ID and temporary password found on the Voting Card.
Then, follow the instructions on the screen to vote approval or disapproval on each proposal tocomplete the exercise of your voting rights.
* Costs arising from accessing the voting website (e.g., Internet connection fees) will be borneby shareholders who access the website.
* The voting website will not be available for use from 2:30 a.m. until 4:30 a.m. daily.

For inquiries about the system etc., please contact:
Securities Business Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Tel. (toll-free): 0120-173-027 (available from 9:00 a.m. to 9:00 p.m.)5

Reference Document for the Shareholders Meeting
Proposals and reference matters
Matters common to Proposals No.1, No. 2, and No. 3
In nominating the Company's Directors and deciding Directors' compensation and other matters,
the Company has established a Nominating and Compensation Advisory Committee. Proposals
concerning the nomination of Director candidates and the compensation for Directors are
examined and recommended to the Board of Directors by the committee and then decided by
the board, in view of the basic principles of corporate governance stipulated by the Company.
The Audit and Supervisory Committee has confirmed the administration method of theNominating and Compensation Advisory Committee and pertinent matters and found nothing topoint out in particular.
In accordance with the basic principles of corporate governance, the nomination standards for
Director candidates—the “Diversity of Directors” and “Criteria for Independence of Outside
Directors”—have been defined as described below.
(For your reference)“Diversity of Directors” and “Criteria for Independence of Outside Directors” are posted on thecompany’s website.
“Diversity of Directors” (Japanese only)(https://www.h2o-retailing.co.jp/ja/company/governance/c-governance.html)“Criteria for Independence of Outside Directors” (Japanese only)(https://www.h2o-retailing.co.jp/ja/company/governance/cgovernance/main/04/teaserItems1/01/linkList/0/link/independence%20_criteria.pdf)

Nominating and Compensation Advisory Committee
To ensure fairness and transparency in nominating the Company's Directors and deciding
Directors' compensation, the Company has established a Nominating and Compensation
Advisory Committee as a voluntary advisory committee for the Board of Directors. The
Nominating and Compensation Advisory Committee consists of a plural number of
independent outside directors, and the President. The composition of the members of theCommittee after the General Meeting of Shareholders will continue to be as follows:
Committee
Members

Chair

Naoshi Ban(Director, Audit and Supervisory Committee
Member, independent, outside)
Kenjiro Nakano(Director, Audit and Supervisory Committee
Member, independent, outside)
Naoya Araki(President and Representative Director)

Committee member
Committee member

6Proposal No. 1: Election of Four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)
The terms of office of all four (4) Directors (excluding Directors who are Audit and Supervisory
Committee Members; hereinafter the same in this proposal) will expire at the conclusion of thisAnnual General Meeting of Shareholders. It is hereby proposed that four (4) Directors will beelected.
The Director candidates are given below.

Candidate
No.

Name

Present position in the Company

1

Naoya Araki

President andRepresentative Director

Subject to re-election

2

Katsuhiro Hayashi

Representative Directorand Executive Vice
President

Subject to re-election

3

Toshihiko Yamaguchi

Representative Director

Subject to re-election

4

Kazuo Sumi

Director

Subject to re-election

7

CandidateNo.

1
Naoya Araki(Date of birth: May 14, 1957)
Number of company shares
held by the candidate:

Subject to re-election

16,700Brief history of positions and duties
April 1981
April 2003
April 2004
October 2008
June 2010
March 2012
June 2012
April 2020

Joined Hankyu Department Stores, Inc.
General Manager, Suburban Store Development Office, Hankyu Department Stores, Inc.
Executive Officer, Hankyu Department Stores, Inc.
Executive Officer, Hankyu Hanshin Department Stores, Inc.
Director and Executive Officer, Hankyu Hanshin Department Stores, Inc.
President and Representative Director, Hankyu Hanshin Department Stores, Inc.
Representative Director, H2O RETAILING CORPORATION
President and Representative Director, H2O RETAILING CORPORATION (present
position)
April 2020
Chairman and Representative Director, Hankyu Hanshin Department Stores, Inc. (present
position)
Status of concurrent important position held
Chairman and Representative Director, Hankyu Hanshin Department Stores, Inc.
Reason for nomination as Director candidate
Mr. Naoya Araki was mainly involved in developing new stores of Hankyu Hanshin Department Stores, Inc.,
the core of the Company Group, including the Hakata Hankyu and Nishinomiya Hankyu stores. During his
appointment as President of Hankyu Hanshin Department Stores, Inc. (from March 2012 to March 2020), hecontributed significantly to the construction of its business foundation by significantly improving the profitabilityof the department store business, including that of the Hankyu Umeda Main Store. Since April 2020, amid thedrastic changes in the business environment surrounding the retail industry, he formulated a new group vision
as the President of H2O RETAILING CORPORATION and the Chairman of Hankyu Hanshin Department
Stores, Inc. We have determined that he is appropriate for the sustainable improvement of the Company
Group's corporate value based on his abundant experience, record of accomplishment, and insight, in addition
to his exertion of strong leadership in the Group's management strategy. Therefore, he continues to be
nominated as a Director candidate.

8

CandidateNo.

2
Katsuhiro Hayashi(Date of birth: January 20, 1958)
Number of company shares
held by the candidate:

Subject to re-election

23,500Brief history of positions and duties
April 1982
April 2002
April 2005
June 2009
June 2009
April 2012
April 2014
April 2014
April 2015

Joined Hankyu Department Stores, Inc.
General Manager, Public Relations Office, Hankyu Department Stores, Inc.
General Manager, Compliance Office, Hankyu Department Stores, Inc.
Director and Executive Officer, H2O RETAILING CORPORATION
Executive Officer, Hankyu Hanshin Department Stores, Inc.
Director and Executive Officer, Hankyu Hanshin Department Stores, Inc.
Director and Managing Executive Officer, H2O RETAILING CORPORATION
Director and Managing Executive Officer, Hankyu Hanshin Department Stores, Inc.
Representative Director and Senior Managing Executive Officer, H2O RETAILINGCORPORATION
April 2015
In charge of the Human Resources Office (present position), the General Affairs Office,and the Public Relations Office, H2O RETAILING CORPORATION
April 2015
Representative Director and Senior Managing Executive Officer, Hankyu Hanshin
Department Stores, Inc.
April 2017
Representative Director and Executive Vice President, H2O RETAILING CORPORATION(present position)
November 2019 President and Representative Director, H2O Foods Group Co., Ltd. (present position)
April 2020
In charge of Food Business, H2O RETAILING CORPORATION (present position)
December 2021 President and Representative Director, Kansai Super Market Ltd. (currently Kansai Food
Market Ltd.) (present position)
April 2023
President and Representative Director, Izumiya • Hankyu Oasis Co., Ltd. (present position)
Status of concurrent important positions held
President and Representative Director, Kansai Food Market Ltd.
President and Representative Director, H2O Foods Group Co., Ltd.
President and Representative Director, Izumiya • Hankyu Oasis Co., Ltd.
Reason for nomination as Director candidate
Mr. Katsuhiro Hayashi has achieved excellent results in business administration, including those related tohuman resources, general affairs, public relations, and has good capabilities and knowledge concerning
planning and implementation of compliance matters. Since 2019, he has been responsible for the Company
Group's food business and serving as President of H2O Foods Group Co., Ltd., which takes charge of the foodbusiness, leading the structural reform of the food business group-wide. In December 2021, he was appointed
to President and Representative Director of Kansai Super Market Ltd. (currently Kansai Food Market Ltd.), aholding company of 3 food supermarkets, and also to President and Representative Director of Izumiya •Hankyu Oasis Co., Ltd., which is a core company of the Kansai Food Market Ltd, in April 2023. We havedetermined that he is appropriate for the sustainable improvement of the Group's corporate value based on
his abundant experience, record of accomplishment, and insight. Therefore, he continues to be nominated asa Director candidate.

9

CandidateNo.

3
Toshihiko Yamaguchi
Subject to re-election(Date of birth: August 21, 1963)
Number of company shares
held by the candidate:

10,500Brief history of positions and duties
April 1986
April 2009

Joined Hankyu Department Stores, Inc.
Store Manager, Kawanishi Hankyu Department Store of Hankyu Hanshin Department
Stores, Inc.
April 2011
Sales Service Executive Manager, Yurakucho Hankyu Department Store of Hankyu
Hanshin Department Stores, Inc.
August 2011
Sales Service Executive Manager, Hankyu Men's Tokyo of Hankyu Hanshin Department
Stores, Inc.
April 2012
Store Manager, Hankyu Men's Tokyo of Hankyu Hanshin Department Stores, Inc.
April 2014
Executive Officer, Hankyu Hanshin Department Stores, Inc.
April 2018
Director and Executive Officer, Hankyu Hanshin Department Stores, Inc.
April 2020
President and Representative Director, Hankyu Hanshin Department Stores, Inc. (present
position)
June 2020
Representative Director, in charge of the department store business, H2O RETAILINGCORPORATION (present position)
Status of concurrent important position held
President and Representative Director, Hankyu Hanshin Department Stores, Inc.
Reason for nomination as Director candidate
Mr. Toshihiko Yamaguchi was in charge of a wide range of fields, including the management of main stores,
store planning, marketing, and sales for Hankyu Hanshin Department Stores, Inc., the core of the Company
Group. Since April 2020, as President of Hankyu Hanshin Department Stores, Inc., amid the drastic changes
in the business environment surrounding the retail industry, he has been leading the creation of new value fordepartment stores, and promoting Online Merges with Offline (OMO) strategies. We have determined that heis appropriate for the sustainable improvement of the Group's corporate value based on his abundant
experience, record of accomplishment, and insight. Therefore, he continues to be nominated as a Director
candidate.

10

CandidateNo.

4
Kazuo Sumi
Subject to re-election(Date of birth: April 19, 1949)
Number of company shares
held by the candidate:

36,900Brief history of positions and duties
April 1973
June 2000
June 2002
June 2003
October 2007
June 2017

Joined Hankyu Corporation (currently Hankyu Hanshin Holdings, Inc.)
Director, Hankyu Corporation
Managing Director, Hankyu Corporation
President and Representative Director, Hankyu Corporation
Director, H2O RETAILING CORPORATION (present position)
Chairman and Representative Director, Group CEO, Hankyu Hanshin Holdings, Inc.
(present position)
Status of concurrent important positions held
Chairman and Representative Director, Group CEO, Hankyu Hanshin Holdings, Inc.
Outside Director, ASICS Corporation
Reason for nomination as Director candidate
Mr. Kazuo Sumi has profound experience and record of accomplishment as Chairman and Group CEO of
Hankyu Hanshin Holdings, Inc. At Board of Directors meetings, he proactively delivers various opinions,recommendations, etc., from the perspective of management and the perspective of management strategy of
the Hankyu Hanshin Toho Group. Therefore, we have determined that he is appropriate for the sustainableimprovement of the Group's corporate value and continue to nominate him as a Director (non-executive
director) candidate.
Notes:
1. Mr. Katsuhiro Hayashi (a Director candidate) holds concurrent positions as President and Representative
Director of Kansai Food Market, Ltd. and President and Representative Director of Izumiya • Hankyu Oasis
Co, Ltd., a subsidiary of Kansai Food Market, Ltd. The Company provides loan to Kansai Food Market, Ltd.,and receives the Group’s operating cost. Furthermore, the Company has provided loans to or borrowed funds
from Izumiya・Hankyu Oasis Co, Ltd., and also engaged in software license and real estate lease transactions.
2. The Company has no special interest with other candidates.
3. The Company has a liability insurance contract for all of its directors (including Directors who are Audit andSupervisory Committee Members). The purpose of this insurance is to compensate for the legal damages
and dispute costs incurred by the insured due to claims for damages being made to the insured. If director
candidates are elected and take office, they will be insured under the insurance policy. The outline of thecontents of the insurance contract is also described in the business report (4. (1) Note 7. Outline of theContents of the Liability Insurance Contract for Directors, etc.). The insurance contract was renewed on May
1, 2024, with the same content.
4. On October 1, 2007, our trade name changed from Hankyu Department Stores, Inc. to H2O RETAILINGCORPORATION in line with the transition to a holding company structure (based on the management
integration with Hanshin Department Store, Ltd.). At the same time, a company split was conducted to havethe Department Store Business succeeded to a newly established company (Hankyu Department Stores,
Inc.).
On October 1, 2008, Hankyu Department Stores, Inc. acquired Hanshin Department Store, Ltd. through anabsorption-type merger, and the trade name changed to Hankyu Hanshin Department Stores, Inc.

11

Proposal No. 2: Election of Four (4) Directors who are Audit and Supervisory
Committee Members
The terms of office of all four (4) Directors who are Audit and Supervisory Committee Members
will expire at the conclusion of this Annual General Meeting of Shareholders. The Company
therefore proposes to elect four (4) Directors who are Audit and Supervisory Committee
Members. The Audit and Supervisory Committee has approved this proposal. The candidates
for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

1

2

3

4

Name

Naoshi Ban

Kenjiro Nakano

Mayumi Ishihara

Nobuko Sekiguchi

Present position in the Company

Outside Director
Audit and Supervisory
Committee Member

Outside Director
Audit and Supervisory
Committee Member

Outside Director
Audit and Supervisory
Committee Member

Outside Director
Audit and Supervisory
Committee Member

Subject to re-election
Outside Director
Independent Officer
Subject to re-election
Outside Director
Independent Officer
Subject to re-election
Outside Director
Independent Officer
Subject to re-election
Outside Director
Independent Officer

Note: Candidates marked with Independent Officer satisfy the conditions of the standards of
independence of outside directors stated above, and the Company has designated andreported them as independent officers specified by the Tokyo Stock Exchange.

12CandidateNo.

1

Outside Director

Naoshi Ban(Date of birth: September 30, 1946)

Subject to re-election

Number of company shares
held by the candidate:

Independent Officer

16,700Brief history of positions and duties
April 1969
June 2000
June 2001
June 2003
June 2008
June 2010
April 2013
June 2013
June 2015
June 2016

Joined Mitsubishi Logistics Corporation
Director, Mitsubishi Logistics Corporation
Managing Director, Mitsubishi Logistics Corporation
President and Representative Director, Mitsubishi Logistics Corporation
Chairman and Representative Director, Mitsubishi Logistics Corporation
Chairman of the Board, Mitsubishi Logistics Corporation
Advisor and Director, Mitsubishi Logistics Corporation
Advisor, Mitsubishi Logistics Corporation
Director, H2O RETAILING CORPORATION
Director, Audit and Supervisory Committee Member, H2O RETAILING CORPORATION(present position)
April 2018
Special Advisor, Mitsubishi Logistics Corporation
Reason for nomination as Outside Director candidate and expected roles
Mr. Naoshi Ban served as the President and Chairman of Mitsubishi Logistics Corporation. As Director (outside
director) and Audit and Supervisory Committee Member, he proactively delivers his opinions and suggestions
at the Board of Directors’ meetings and other opportunities from a perspective based on a wealth of experienceand wide-ranging insights in corporate management. We expect that his experience will contribute to theenhancement of sustainable corporate value of the Group in the supervision and audit of the Group’s
management, and he continues to be nominated as Director (outside director) candidate who will also serve
as Audit and Supervisory Committee member. He satisfies the conditions of the standards of independence ofoutside directors. Accordingly, the Company has designated and reported him as an independent officer
specified by the Tokyo Stock Exchange.

13

CandidateNo.

2

Outside Director

Kenjiro Nakano(Date of birth: August 13, 1947)

Subject to re-election

Number of company shares
held by the candidate:

Independent Officer

7,500

Brief history of positions and duties
April 1971
April 1998
June 2002
June 2004

Joined the Sumitomo Bank, Limited.
Director, the Sumitomo Bank, Limited
Managing Executive Director, the Sumitomo Mitsui Banking Corporation
Managing Director and Managing Executive Officer, the Sumitomo Mitsui Banking
Corporation
June 2005
Senior Managing Director and Senior Managing Executive Officer, the Sumitomo Mitsui
Banking Corporation
April 2006
Representative Director and Deputy President, the Sumitomo Mitsui Banking Corporation
April 2008
Deputy Chairman and Representative Director, the Sumitomo Mitsui Banking Corporation
June 2010
President and Representative Director, Keihanshin Real Estate Co., Ltd. (currently
Keihanshin Building Co., Ltd.)
June 2013
Outside Director of Maruichi Steel Tube Ltd. (present position)
June 2016
Chairman and Director, Keihanshin Building Co., Ltd.
June 2016
Director, Audit and Supervisory Committee Member, H2O RETAILING CORPORATION(present position)
Status of concurrent important positions held
Outside Director of Maruichi Steel Tube Ltd.
Reason for nomination as Outside Director candidate and expected roles
As Director (outside director) and Audit and Supervisory Committee Member, Mr. Kenjiro Nakano proactively
delivers his opinions and suggestions at the Board of Directors’ meetings and other opportunities from aperspective based on a wealth of experience and wide-ranging insights in financial institution management.
We expect that his experience will contribute to the enhancement of sustainable corporate value of the Groupin the supervision and audit of the Group’s management, and he continues to be nominated as a Director(outside director) candidate who will also serve as Audit and Supervisory Committee member. Sumitomo Mitsui
Banking Corporation, which Mr. Kenjiro Nakano had previously assumed the post of director, is currently themain bank of the Company. It has passed more than ten years since he left his post of Board Director of
Sumitomo Mitsui Banking Corporation in June 2010, and he has not been an advisor to the Sumitomo Mitsui
Banking Corporation during that time. He satisfies the conditions of the standards of independence of outside
directors. Accordingly, the Company has designated and reported him as an independent officer specified by
the Tokyo Stock Exchange.

14

CandidateNo.

3

Outside Director

Mayumi Ishihara(Date of birth: May 3, 1963)

Subject to re-election

Independent Officer

Number of company shares
held by the candidate:

500

Brief history of positions and duties
April 1997
April 1997
June 2013
February 2016
April 2016
June 2016

Registered as a lawyer with Osaka Bar Association
Joined Oh-Ebashi LPC & Partners
Outside Auditor, Morishita Jintan Co., Ltd.
Outside Director, Morito Co., Ltd. (present position)
Outside Director (Audit and Supervisory Committee Member), OS Co., Ltd.
Director, Audit and Supervisory Committee Member, H2O RETAILING CORPORATION(present position)
June 2018
Outside Director (Audit and Supervisory Committee Member), Morishita Jintan Co., Ltd.
(present position)
April 2024
Outside Corporate Auditor, DyDo GROUP HOLDINGS, INC. (present position)
Status of concurrent important positions held
Outside Director (Audit and Supervisory Committee Member), Morishita Jintan Co., Ltd.
Outside Director, Morito Co., Ltd.
Outside Corporate Auditor, DyDo GROUP HOLDINGS, INC.
Reason for nomination as Outside Director candidate and expected roles
Ms. Mayumi Ishihara has no experience in corporate management other than as an outside director in thepast. However, as Director (outside director) and Audit and Supervisory Committee Member, she proactively
delivers her opinions and suggestions at the Board of Directors’ meetings and other opportunities from aperspective based on a wealth of experience and wide-ranging insights as a lawyer. We expect that her
experience will contribute to the enhancement of sustainable corporate value of the Group in the supervision
and audit of the Group’s management. Therefore, Ms. Mayumi Ishihara continues to be nominated as a
Director (outside director) candidate who will also serve as Audit and Supervisory Committee Member. She
satisfies the conditions of the standards of independence of outside directors. Accordingly, the Company has
designated and reported her as an independent officer specified by the Tokyo Stock Exchange.

CandidateNo.

4

Outside Director

Nobuko Sekiguchi(Date of birth: July 3, 1968)

Subject to re-election

Number of company shares
held by the candidate:

Independent Officer

600

Brief history of positions and duties
November 2005
October 2007
April 2011
April 2016

Joined Capcom Co., Ltd.
Accounting Manager, Capcom Co., Ltd.
Corporate Officer in Management of Corporate Planning, Capcom Co., Ltd.
Managing Corporate Officer, Head of Corporate Planning & Manager of Human Resources
Division, Capcom Co., Ltd.
March 2019
Left Capcom Co., Ltd.
June 2019
Outside Director, Duskin Co., Ltd. (present position)
June 2020
Director, Audit and Supervisory Committee Member, H2O RETAILING CORPORATION(present position)
June 2022
Independent Director and Audit & Supervisory Committee Member, Kobe Steel, Ltd.
(present position)
Status of concurrent important positions held
Outside Director, Duskin Co., Ltd. (To be retired in June 2024)
Independent Director and Audit & Supervisory Committee Member, Kobe Steel, Ltd.
Reason for nomination as Outside Director candidate and expected roles
Ms. Nobuko Sekiguchi was in charge of accounting, business planning, and personnel system reform at
Capcom Co., Ltd., after having experience in a business company and management consultancy. We expectthat her experience will contribute to the enhancement of sustainable corporate value of the Group in the
supervision and audit of the Group’s management. Therefore, Ms. Nobuko Sekiguchi continues to be
nominated as a Director (outside director) candidate who will also serve as Audit and Supervisory Committee
Member. She satisfies the conditions of the standards of independence of outside directors. Accordingly, theCompany has designated and reported her as an independent officer specified by the Tokyo Stock Exchange.

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Notes:1. The Company has no special interest with any candidate.
2. Matters concerning candidates for outside directors are as follows:(1) The number of years of service after having assumed the position of the Company’s outside director
Mr. Naoshi Ban will have been in office for nine (9) years from his appointment as an outside director
until the conclusion of this Annual General Meeting of Shareholders, and eight (8) years from his
appointment as an outside director who is Audit and Supervisory Committee member until the conclusionof this Annual General Meeting of Shareholders. Furthermore, Mr. Kenjiro Nakano and Ms. Mayumi
Ishihara will have been in office for eight (8) years from their appointment as outside directors who are
Audit and Supervisory Committee members until the conclusion of this Annual General Meeting of
Shareholders, and Ms. Nobuko Sekiguchi will have been in office for four (4) years from her appointment
as an outside director who is Audit and Supervisory Committee member until the conclusion of thisAnnual General Meeting of Shareholders.
(2) Outline of the liability limiting agreement
The Company has concluded a contract with Mr. Naoshi Ban, Mr. Kenjiro Nakano, Ms. Mayumi Ishihara,
and Ms. Nobuko Sekiguchi for the liability specified in Article 423, Paragraph 1 of the Companies Act, up
to the amount stipulated by law. The contract will continue if this proposal is approved and each of themis re-elected.
3. The Company has a liability insurance contract for all of its directors (including directors who are Audit andSupervisory Committee Members). The purpose of this insurance is to compensate for the legal damages
and dispute costs incurred by the insured due to claims for damages being made to the insured. If candidates
are elected and take office as Director, they will be insured under the insurance policy. The contents of theinsurance contract are also outlined in the business report (4. (1) Note 7. Outline of the Contents of the
Liability Insurance Contract for Directors, etc.). The insurance contract was renewed on May 1, 2024, withthe same content.

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Reference Skills matrix of Directors after the closing of the General Meeting of Shareholders(scheduled)
Skills matrix of Directors will be as outlined below if the Proposals No. 1 and No.2 are approved
as originally proposed.

Name

Attribute

Corporate

management Accounting

Naoya Araki

Male

○

Katsuhiro Hayashi

Male

○

Toshihiko Yamaguchi

Male

○

Kazuo Sumi

Male

○

Kenji Goto

Male

Naoshi Ban

MaleKenjiro Nakano

Male

Mayumi Ishihara

FemaleNobuko Sekiguchi

FemaleOutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent

Financing &Compliance/
Legal/Risk

Marketing

DX/ITmanagement

Talent

○

○

○

○
○

○

○

○

○

○

○

○

○

○

○

Notes
• The above table does not indicate all of the expertise, experience and capabilities of candidates for
Director.
• Of the Directors in the table above, the term of office of Mr. Kenji Goto will end at the conclusion of theannual general meeting of shareholders for the fiscal year ending March 2025, and will not be subject tore-election at this general meeting.

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○
○

○
○

ESG/

development Sustainability

Proposal No. 3: Payment of Bonuses to Directors
It is hereby proposed that in consideration of the business performance for the current period,
conventional bonuses to Directors and other circumstances, a bonus in the total amount of 48.00
million yen will be paid to three (3) Directors at the end of the current period (Mr. Naoya Araki,
Mr. Katsuhiro Hayashi, and Mr. Toshihiko Yamaguchi). The payment of bonuses to Directors isdeemed appropriate in line with the policy (“4. (2) ① 2) Outline of the details of Decision Policy”
of the business report ) determined by the Board of Directors. The amount paid to each Director
will be left to the discretion of the Board of Directors. We appreciate your understanding.

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