This document is an unofficial English translation of a part of the Japanese original text of the
Notice of the 101st 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 8, 2020

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

Notice of the 101st Annual General Meeting of Shareholders
We would like to inform you that we will hold the 101st Annual General Meeting of Shareholders,the details of which are given below.
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. 3-4) and exercise
your voting rights by 6:00 p.m. on Monday, June 22, 2020.

Basic Philosophyof the H2O Retailing GroupTo remain indispensable to the local communities
through our activities of providing a model oflifestyle to local residents

1Details
1. Date and Time: Tuesday, June 23, 2020, 10:00 a.m.
2. Venue: Main Hall, Umeda Arts Theater
19-1 Chayamachi, Kita-ku, Osaka* Please see the access map at the end this document.
3. Agenda of the Meeting:
Matters to be Reported
1. Reports on the Business Report, Consolidated Financial Statements, and Financial
Statements for the 101st fiscal term (from April 1, 2019 to March 31, 2020)
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 Five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal No. 2: Election of Five (5) 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. 3-4).
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ When attending the meeting, please submit the enclosed voting card to a receptionist at
the venue of the meeting.
◎ “Matters concerning the Company’s stock options, etc.” in the business report, “notes toconsolidated financial statements” in the consolidated financial statements and “notes tofinancial statements” in the financial statements are posted on the Company’s website(https://www.h2o-retailing.co.jp/ja/ir/stock/meeting.html) based on the provisions of laws
and regulations and Article 16 of the Company’s articles of incorporation. Therefore,such information is not included in the documents attached to this convocation notice.
The business report, the consolidated financial statements and the financial statements
which are audited by the Audit and Supervisory Committee and the accounting auditor
include the documents mentioned in those attached to this convocation notice and thematters stated in the Company’s website as above.
◎ If necessity arises to amend the reference document for the shareholders meeting, thebusiness report, the consolidated financial statements, or the financial statements by the
day prior to the shareholders meeting, any matters amended will be posted on thefollowing website (https://www.h2o-retailing.co.jp/ja/ir/stock/meeting.html).
◎ We already ended the practice of handing out gifts to attendees of the Annual
General Meeting of Shareholders. Thank you for your understanding.

2

Information regarding Exercising Voting Rights
You can exercise your voting rights by any of the following means.
 Exercising voting rights by attending the Annual General Meeting of Shareholders
Please submit the enclosed Voting Card at a receptionist at the venue of the Meeting.
Please bring this convocation notice with you.
 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 22, 2020
 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 22, 2020 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,smartphone, and/or mobile phone, 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 notnecessary to follow the procedures to exercise voting rights by mail or via theInternet or similar means.
◎ If you choose to exercise your voting rights by proxy, the proxy will be requested tosubmit a letter of proxy and a Voting Card to a receptionist at the venue of the
Meeting. Only a shareholder who has voting rights at the meeting can serve as aproxy.
 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.

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(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.
You may only scan the QR code to exercise your voting rights once. If you attempt to log inagain, you will need to enter the login ID and temporary password printed on the right-handside of the Voting Card in order to do so.

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.
(3) After entering a new password and then reentering the same password to confirm, follow
the instructions on the screen to vote for each proposal to complete the process.
*Costs arising from accessing the voting website (e.g., Internet connection fees, packet
charges) will be borne by shareholders who access the website.
*The voting website will not be available for use from 2:00 a.m. until 5:00 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.)4

Reference Document for the Shareholders Meeting
Proposals and reference matters
Matters related to Director nomination and compensation
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 stipulated by the Company.
The Audit and Supervisory Committee reviewed each proposal referred to this Meeting andconfirmed the administration method of the Nominating and Compensation Advisory Committee
and pertinent matters and found nothing to point out in particular.
In accordance with the basic principles, the nomination standards for Director candidates—the“concept of diversity and balance of the Board of Directors” and “standards of independence ofoutside directors”—have been defined as described below.
(For your reference)“Concept of diversity and balance of the Board of Directors”

Internal director candidates will be nominated among the personnel of the Company’sGroup who have appropriate capabilities, experience, and knowledge of planning andexecution of the Group’s management strategies, financing and accounting, andcompliance matters and are regarded as appropriate human resources to sustainably
increase the corporate value of the Group and those who are representatives of main
subsidiaries, while outside director candidates will be nominated among persons
experienced in the corporate management in any industry, attorneys at law, and persons
who have expertise useful for the Company Group’s business, etc., so that the Board of
Directors will maintain an appropriate size to keep its diversity and balance as well as toenable rapid decision-making. At least one Director who is Audit and Supervisory
Committee member will be nominated among persons who have profound experience andextensive knowledge concerning financing and accounting.
“Standards of independence of outside directors”
The Company’s outside directors will be determined to be independent, unless they fall under
any of the following items:
1. Any person who conducts transactions with the Company and its subsidiaries (hereinafter
the “Company Group”) as main clients (see Note 1), its executive director, executive officer
or equivalent, manager or other employee (hereinafter the “Executive Person”);
2. Any person who is a main client of the Company Group (see Note 2) or its Executive Person;
3. Professionals, including attorney at law, certified public accountant, tax accountant or
consultant, who receives money or other property benefits in excess of certain amount (seeNote 3), in addition to the remuneration as director or corporate auditor given by theCompany Group;
4. Any person who belongs to the audit corporation which is an accounting auditor of theCompany Group and actually performs the audit work;
5. The Company’s main shareholder (the person holding 10% or more of the voting rights,
including indirect holding) or its Executive Person;
6. Any Executive Person of a company of which the Company Group is a main shareholder;
7. In the case where the Company Group’s executive director, director who is a full-time Audit
and Supervisory Committee member or full-time corporate auditor concurrently works as
outside director or outside corporate auditor of other company, any Executive Person of thecompany;
8. Any Executive Person of the Hankyu Hanshin Toho Group (including the Company Group);
9. Any person who is granted donation by the Company Group in excess of certain amount5

(see Note 4), or in the case where any organization, including corporation and association,is granted such donation, its Executive Person;
10. Any person who has fallen under any of above items 1 through 9 during the past five years(in the case of the Company Group’s Executive Person in above item 8, during the past 10
years);
11. Any person whose spouse or relative within the second degree falls under any of above
items 1 through 10 (excluding items 3 and 4, limited to the Important Person (see Note 5));and
12. Any person for whom it is found that there are specific reasons to cause a conflict of interest
between the person and the Company.
Note 1: “Any person who conducts transactions with the Company Group as main clients” means theCompany Group’s client who provides products or services to the Company Group and theamount of the client’s transactions with the Company Group in the latest business year exceeds
100 million yen or 2% of the client’s consolidated annual sales, whichever is larger.
Note 2: “Any person as main client of the Company Group” means: (1) a client to whom the Company
Group provides products or services and the amount of the Company Group’s transactions withthe client in the latest business year exceeds 2% of the Company’s consolidated annual sales; or(2) a client to whom the Company Group owes debts and who loans more than 2% of theCompany Group’s consolidated total assets to the Company Group as of the end of the latest
business year.
Note 3: “Certain amount” means: (1) in the case where an individual personally provides the Company
Group with professional services and receives consideration (excluding remuneration as director
or corporate auditor) from the Company Group in the latest business year, 10 million yen a year;or (2) in the case where the individual belongs to the organization, including corporation andassociation, which provides the Company Group with services and receives consideration fromthe Company Group in the latest business year, 2% of the organization’s annual total revenues.
Note 4: “Certain amount” means 10 million yen a year in the latest business year.
Note 5: The “Important Person” means an executive person who is a director, executive officer of acompany with nominating committee, executive officer or general manager or higher ranking
position, or an executive person who has the authority equivalent to that of the foregoing persons.

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, including audit and supervisory committee members and thePresident. The planned composition of the committee after this General Meeting of
Shareholders is as follows:
Committee members

Chair

Committee member

Committee member

6

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

Proposal No. 1: Election of Five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members)
The terms of office of all five (5) 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 five (5) Directors will beelected.
The Director candidates are given below.

Candidate
No.

Name

1

Atsushi Suzuki

Chairman of the Board

Subject to re-election

2

Naoya Araki

President andRepresentative Director

Subject to re-election

3

Katsuhiro Hayashi

Representative Directorand Executive Vice
President

Subject to re-election

4

Kazuo Sumi

Director

Subject to re-election

5

Toshihiko Yamaguchi

Present position in the Company

To be newly elected

7CandidateNo.

1
Atsushi Suzuki(Date of birth: April 5, 1956)
Number of company shares
held by the candidate:

Subject to re-election

24,900Brief history of positions and duties
April 1980
October 2000
April 2003

Joined Hankyu Department Stores, Inc.
Executive Manager, SC Division, Hankyu Department Stores, Inc.
Representative Director and Senior Managing Executive Officer,
Hankyu Shopping Center Development Co., Ltd.
April 2006
Executive Officer, Hankyu Department Stores, Inc.
October 2008
Executive Officer, Hankyu Hanshin Department Stores, Inc.
April 2013
Director and Managing Executive Officer, Hankyu Hanshin Department Stores, Inc.
March 2014
Director, H2O RETAILING CORPORATION
April 2014
President and Representative Director, H2O RETAILING CORPORATION
April 2020
Chairman of the Board, Chair of the Board, H2O RETAILING CORPORATION (present
position)
Reason that he is nominated as Director candidate
Mr. Atsushi Suzuki served as President until March 2020 and has been serving as Chairman since April 2020.
He has profound experience and broad knowledge as a management executive, and we have determined that
he is appropriate for the sustainable improvement of the Group’s corporate value. Therefore, he continues tobe nominated as Director candidate.
CandidateNo.

2
Naoya Araki(Date of birth: May 14, 1957)
Number of company shares
held by the candidate:

Subject to re-election

11,800Brief 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 positions held
Chairman and Representative Director, Hankyu Hanshin Department Stores, Inc.
Reason that he is nominated as Director candidate
Mr. Naoya Araki served as President of Hankyu Hanshin Department Stores, Inc. as the core company of theCompany Group. We have determined that he is appropriate for the sustainable improvement of the Group’s
corporate value based on his abundant experience, track record, and insight, in addition to his exertion ofstrong leadership in the Group’s management strategy as President of the Company. Therefore, he continues
to be nominated as Director candidate.

8

CandidateNo.

3
Katsuhiro Hayashi(Date of birth: January 20, 1958)
Number of company shares
held by the candidate:

Subject to re-election

13,600Brief 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, H 2O RETAILINGCORPORATION
April 2015
In charge of the General Affairs and Human Resources Office (present position) 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)
Status of concurrent important positions held
President and Representative Director, H2O Foods Group Co., Ltd.
Reason that he is nominated as Director candidate
Mr. Katsuhiro Hayashi has achieved excellent results in business administration and has good capabilities andknowledge concerning planning and implementation of compliance matters. At the same time, he is
responsible for the food business, which is the core business of the Group, and we have determined that he isappropriate for the sustainable improvement of the Group’s corporate value based on his abundant
experience, track record, and insight. Therefore, he continues to be nominated as Director candidate.

9

CandidateNo.

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

24,700Brief 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.
Chairman and Representative Director, Hankyu Corporation
Outside Director, ASICS Corporation
Reason that he is nominated as Director candidate
Mr. Kazuo Sumi has profound experience as Chairman and Group CEO of Hankyu Hanshin Holdings, Inc.,and currently delivers various opinions, recommendations, etc., from the viewpoint of management strategy of
the Hankyu Hanshin Toho Group. Therefore, he continues to be nominated as Director (non-executive director)
candidate so that his capabilities, experience, etc. will be utilized in the management of the Company Group.

10CandidateNo.

5Toshihiko Yamaguchi
To be newly elected(Date of birth: August 21, 1963)
Number of company shares
held by the candidate:

3,500

Brief 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)
Status of concurrent important positions held
President and Representative Director, Hankyu Hanshin Department Stores, Inc.
Reason that he is nominated as Director candidate
Mr. Toshihiko Yamaguchi is currently President, Hankyu Hanshin Department Stores, Inc. as the core companyof the Company Group, after serving as store manager at major stores and officer in charge of planning andsales. We have determined that he is appropriate for the sustainable improvement of the Group’s corporate
value based on his abundant experience, track record, and insight. Therefore, we have nominated him as
Director candidate.

Notes:
1. Mr.Kazuo Sumi (a candidate to be a Director) holds a concurrent position as theRepresentative Director and Chairman of Hankyu Corporation. The Company has real estatelease contracts with Hankyu Corporation.
2. The Company has no special interest with other candidates.
3. On October 1, 2007, our trade name changed from Hankyu Department Stores, Inc. to H2O
RETAILING CORPORATION in line with the transition to a holding company structure (basedon the management integration with The Hanshin Department Store, Ltd.). At the same time,
a company split was conducted to have the Department Store Business succeeded to a
newly established company (Hankyu Department Stores, Inc.).
On October 1, 2008, Hankyu Department Stores, Inc. acquired The Hanshin Department
Store, Ltd. through an absorption-type merger, and the trade name changed to Hankyu
Hanshin Department Stores, Inc.

11

Proposal No. 2: Election of Five (5) Directors who are Audit and Supervisory Committee
Member
The terms of office of all four (4) Directors who are Audit and Supervisory Committee Member
will expire at the conclusion of this Annual General Meeting of Shareholders. To strengthen our
corporate governance system further, it is hereby proposed that the number of Directors as
Audit and Supervisory Committee members will be increased by one and that five members
will be appointed. 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

Present position in the Company

Toshimitsu Konishi

DirectorStanding Audit andSupervisory
Committee Member

Subject to re-election

Naoshi Ban

Outside Director
Audit andSupervisory
Committee Member

Outside Director
Audit andSupervisory
Committee Member

Subject to re-election

Outside Director
Audit andSupervisory
Committee Member

Subject to re-election

Kenjiro Nakano

Mayumi Ishihara

Subject to re-election

Outside Director
Independent Officer

Outside Director
Independent Officer

Outside Director
Independent Officer

To be newly elected

5

Nobuko Sekiguchi

Outside Director
Independent Officer

Note: Candidates marked as Independent meet each condition of the standards of independence of outside
directors. Mr. Naoshi Ban, Mr. Kenjiro Nakano, and Ms. Mayumi Ishihara have been designated andreported as independent officers specified by the Tokyo Stock Exchange. Furthermore, if Ms. Nobuko
Sekiguchi is elected, she will be designated as an independent officer stipulated by the Tokyo Stock
Exchange and will be notified.

12

CandidateNo.

1
Toshimitsu Konishi(Date of birth: April 17, 1944)
Number of company shares
held by the candidate:

Subject to re-election

22,900Brief history of positions and duties
April 1967
September 1988
June 2000
April 2002
June 2002
June 2004
October 2007
October 2008
June 2016

Joined Hankyu Department Stores, Inc.
Accounting Manager, Hankyu Department Stores, Inc.
Director, Hankyu Department Stores, Inc.
President and Representative Director, Hankyu Food Industry Co., Ltd.
Advisor, Hankyu Department Stores, Inc.
Full-time Auditor, Hankyu Department Stores, Inc.
Standing Auditor, H2O RETAILING CORPORATION
Auditor, Hankyu Hanshin Department Stores, Inc. (present position)
Director and Standing Audit and Supervisory Committee Member, H2O RETAILINGCORPORATION (present position)
Status of concurrent important positions held
Auditor, Hankyu Hanshin Department Stores, Inc.
Reason that he is nominated as Director candidate
Mr. Toshimitsu Konishi has been involved in the finance and accounting business of the Company for about 30
years and has considerable knowledge of finance and accounting. We have determined that he is appropriate
for the sustainable improvement of the Group’s corporate value based on his abundant experience, trackrecord, and insight. Therefore, he continues to be nominated as Director candidate who is Audit andSupervisory Committee member.

13

CandidateNo.

2

Outside Director

Naoshi Ban
Subject to re-election

Independent Officer(Date of birth: September 30, 1946)
Number of company shares
held by the candidate:

10,000Brief history of positions and duties
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 and Audit and Supervisory Committee Member, H2O RETAILING CORPORATION(present position)
April 2018
Special Advisor, Mitsubishi Logistics Corporation (present position)
Status of concurrent important positions held
April 1969
June 2000
June 2001
June 2003
June 2008
June 2010
April 2013
June 2013
June 2015
June 2016

Senior Advisor, Mitsubishi Logistics Corporation
Reason that he is nominated as Director candidate
Mr. Naoshi Ban experienced the President and Chairman of Mitsubishi Logistics Corporation. As Director(outside director) and Audit and Supervisory Committee member, he proactively delivers his opinions andsuggestions at the Board of Directors’ meetings and other opportunities from a perspective based on a wealthof experience and wide-ranging insights in corporate management. We have determined that his experience
will contribute to the enhancement of the corporate value of the Group in the supervision and audit of theGroup’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 of outside directors. Accordingly, the Company has designated and reported him as anindependent officer specified by the Tokyo Stock Exchange.
The Company owned 554,500 shares of Mitsubishi Logistics Corporation, which, however, have been all sold,and as of the end of March 2020, the Company does not own any shares of Mitsubishi Logistics Corporation.
Furthermore, Mitsubishi Logistics Corporation does not hold any shares of the Company as of the end of
March 2020.

14

CandidateNo.

3

Outside Director

Kenjiro Nakano
Subject to re-election

Independent Officer(Date of birth: August 13, 1947)
Number of company shares
held by the candidate:

2,600

Brief history of positions and duties
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. (presently
Keihanshin Building Co., Ltd.)
June 2013
Outside Director of Maruichi Steel Tube Ltd. (present position)
June 2016
Chairman and Director, Keihanshin Building Co., Ltd. (present position)
June 2016
Director and Audit and Supervisory Committee Member, H2O RETAILING CORPORATION(present position)
Status of concurrent important positions held
April 1971
April 1998
June 2002
June 2004

Chairman and Director, Keihanshin Building Co., Ltd.
Outside Director of Maruichi Steel Tube Ltd.
Reason that he is nominated as Director candidate
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 have determined that his experience will contribute to the enhancement of the corporate value of theGroup in 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 the main bank of the Company. It has passed 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.

15

Candidate
No.

4

Outside Director

Mayumi Ishihara
Subject to re-election

Independent Officer(Date of birth: May 3, 1963)
Number of company shares
held by the candidate:

500

Brief history of positions and duties
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. (present
position)
June 2016
Director and Audit and Supervisory Committee Member, H2O RETAILING CORPORATION(present position)
June 2018
Outside Director (Audit and Supervisory Committee Member), Morishita Jintan Co., Ltd.
(current position)
Status of concurrent important positions held
April 1997
April 1997
June 2013
February 2016
April 2016

Outside Director (Audit and Supervisory Committee Member), Morishita Jintan Co., Ltd.
Outside Director, Morito Co., Ltd.
Outside Director (Audit and Supervisory Committee Member), OS Co., Ltd.
Reason that she is nominated as Director candidate
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 have determined that
her experience will contribute to the enhancement of the corporate value of the Group in the supervision andaudit 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.

16Candidate
No.

5

Outside Director

Nobuko Sekiguchi

Independent Officer(Date of birth: July 3, 1968)
Number of company shares
held by the candidate:

To be newly elected0

Brief history of positions and duties
Joined Capcom Co., Ltd.
Accounting Manager, Capcom Co., Ltd.
Corporate Officer in Management of Corporate Planning, Capcom Co., Ltd.
Managing Corporate Officer in Manager 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)
Status of concurrent important positions held
November 2005
October 2007
April 2011
April 2016

Outside Director, Duskin Co., Ltd.
Reason that she is nominated as Director candidate
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 havedetermined that her experience will contribute to the enhancement of the corporate value of the Group in the
supervision and audit of the Group’s management. Therefore, we have nominated her as a candidate for
Director (outside director), and Audit and Supervisory Committee member. She satisfies the conditions of thestandards of independence of outside directors. Accordingly, the Company will designate and report her as anindependent officer specified by the Tokyo Stock Exchange if she is elected.

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 theCompany’s outside director
Mr. Naoshi Ban will have been in office for five years from his appointment as an
outside director until the conclusion of this Annual General Meeting of
Shareholders. Mr. Kenjiro Nakano and Ms. Mayumi Ishihara will have been in
office for four years from their appointment as outside directors until the conclusionof the General Meeting of Shareholders.
(2)
Outline of the liability limiting agreement
The Company has concluded a contract with Mr. Naoshi Ban, Mr. Kenjiro
Nakano, and Ms. Mayumi Ishihara 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 them is re-elected.
Furthermore, if this proposal is approved and Ms. Nobuko Sekiguchi is elected,
the Company will enter into a contract with Ms. Sekiguchi for the limited amountstipulated by law regarding the liability specified in Article 423, Paragraph 1 of
the Companies Act.
3. The Company changed its trade name from Hankyu Department Stores, Inc. to H2O
RETAILING CORPORATION on October 1, 2007, in transition to a holding company structureaccompanying business integration with Hanshin Department Store, Ltd. At the same time,
the Company performed a corporate split to transfer the department store business to the
newly established Hankyu Department Stores, Inc.
Furthermore, Hankyu Department Stores, Inc. merged with Hanshin Department Store, Ltd.
on October 1, 2008, and changed its trade name to Hankyu Hanshin Department Stores, Inc.

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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 19.35
million yen will be paid to four (4) Directors at the end of the current period (Mr. Atsushi Suzuki,
Mr. Naoya Araki, Mr. Katsuhiro Hayashi, and Mr. Tadatsugu Mori), and that the amount paid toeach Director will be left to the discretion of the Board of Directors.
We appreciate your understanding.

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