This document is an unofficial English translation of a part of the Japanese original text of the
Notice of the 104th 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 6, 2023
(Start of electronic provision measures: June 1, 2023)

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

Notice of the 104th Annual General Meeting of Shareholders
You are cordially invited to attend the 104th 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 the104th 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 5, 2023)
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. 3-4) 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 Tuesday, June 27, 2023.

1

Details
1. Date and Time: Wednesday, June 28, 2023, 10:00 a.m. (Reception opens at 9:00 a.m.)
2. Venue: Main Hall, Umeda Arts Theater
19-1 Chayamachi, Kita-ku, Osaka* Please see the access map at the end of 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 104th fiscal term (from April 1, 2022 to March 31, 2023)
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 one (1) Director who is Audit and Supervisory
Committee Member
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).
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ Among the matters subject to electronic provision measures, "Matters concerning theCompany's stock options, etc., " "Accounting Auditor, " "Systems and Policies of theCompany” in the business report; financial statements; "Consolidated statements ofchanges in net assets" and "Notes to consolidated financial statements" in the
consolidated financial statements; and Audit Report (all of these disclosed materials areavailable in Japanese only) are posted on respective websites based on the provisionsof laws and regulations and Article 16 of the Company's articles of incorporation.
Therefore, such information will not be provided in the paper copy to shareholders who
made a request for delivery of document. The business report, the consolidated financial
statements and the financial statements which are audited by the Audit and Supervisory
Committee and the accounting auditor are included in the documents requested by theshareholders, and also posted on the respective websites where the matters are posted.
◎ 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.
◎ We already ended the practice of handing out gifts 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
Wednesday, June 28, 2023 at 10:00 a.m. Japan time
*The live stream will cover the Agenda of the Meeting explaining on the matters to bereported (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 104th Annual
General Meeting of Shareholders” and enter the password below (in half-widthalphanumeric characters).
https://www.h2oretailing.co.jp/ja/ir/stock/meeting.html
Please enter the password provided in the “Notice ofPassword for viewing the livestream
the 104th Annual General Meeting of Shareholders”
that received by mail.

The Company’s website

・

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 Tuesday, June 27, 2023
Please see Page 4 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 Tuesday, June 27, 2023
 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 Wednesday, June 28, 2023

 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 notnecessary to follow the procedures to exercise voting rights by mail or via theInternet or similar means. If you attend the meeting after exercising your voting
rights in advance by mail or via the Internet, 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 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.

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.
(3) After entering a new password and then reentering the same password to confirm, follow
the instructions on the screen to vote on each proposal to complete the process.
* Costs arising from accessing the voting website (e.g., Internet connection fees) will beborne 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.)

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.

5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

16,000Brief 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
After joining Hankyu Department Stores, Inc., Mr. Naoya Araki was mainly involved in developing new storesof 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), he contributed significantly to the construction of its businessfoundation by significantly improving the profitability of the department store business, including that of the
Hankyu Umeda Main Store. Since April 2020, amid the drastic changes in the business environment due tothe COVID-19 pandemic, he formulated a new group vision as the President of H2O RETAILINGCORPORATION and the Chairman of Hankyu Hanshin Department Stores, Inc. We have determined that heis 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 leadershipin the Group's management strategy as President of H2O RETAILING CORPORATION. Therefore, hecontinues 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

22,000Brief 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 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. (current 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 thefood business, leading the structural reform of the food business group-wide. In December 2021, he wasappointed to President and Representative Director of Kansai Supermarket (currently Kansai Food Market
Ltd.), a holding 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
have determined 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 as a 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:

9,400

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)
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
After joining Hankyu Department Stores, Inc., Mr. Toshihiko Yamaguchi was in charge of a wide range offields, 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 due to the COVID-19
pandemic, he has been leading the creation of new value for department stores, and promoting Online
Merges with Offline (OMO) strategies. We have determined that he is appropriate for the sustainableimprovement 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:

35,000Brief 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 6. Outline of theContents of the Liability Insurance Contract for Directors, etc.). The insurance contract was renewed on May
1, 2023, 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 One (1) Director who is Audit and Supervisory Committee Member
The term of office of Mr. Toshimitsu Konishi, a Director who is Audit and Supervisory Committee
Member, will expire at the conclusion of this Annual General Meeting of Shareholders. The
Company therefore proposes to elect Director who is Audit and Supervisory Committee Member.
The Audit and Supervisory Committee has approved this proposal. The candidate for Director
who is Audit and Supervisory Committee Member is as follows:

CandidateNo.

1
Kenji Goto
Subject to new election(Date of birth: September 12, 1961)
Number of company shares
held by the candidate:

5,000

Brief history of positions and duties
April 1984
April 2004
April 2005
April 2006
October 2007
April 2008
October 2009

Joined Hankyu Department Stores, Inc.
General Manager, Accounting Office, Hankyu Department Stores, Inc.
General Manager, Finance Office, Hankyu Department Stores, Inc.
General Manager, Finance and Accounting Office, Hankyu Department Stores, Inc.
General Manager, Corporate Management Office, H2O RETAILING CORPORATIONStore Manager, Takarazuka Hankyu Department Store of Hankyu Department Stores, Inc.
Store Manager, Senri Hankyu Department Store of Hankyu Hanshin Department Stores,
Inc.
June 2010
In charge of financial policy of H2O RETAILING CORPORATION
April 2011
General Manager, Business Efficiency Promotion Office, Hankyu Hanshin Department
Stores, Inc.
April 2012
General Manager in charge of audit operations of Corporate Auditor Office, H2O
RETAILING CORPORATION
June 2012
Auditor, Hankyu Hanshin Department Stores, Inc. (present position)
Status of concurrent important position held
Auditor, Hankyu Hanshin Department Stores, Inc.
Reason for nomination as Director candidate
Mr. Kenji Goto has been involved in the finance and accounting business of Hankyu Hanshin Department
Stores, Inc., the core of the Company Group and the Company. He has served as auditor at mainstay
companies of the Group, including Hankyu Hanshin Department Stores, Inc., for about 10 years and has
considerable knowledge of finance and accounting. We have determined that he is appropriate for thesustainable improvement of the Group’s corporate value based on his abundant experience and track record.
Therefore, he is nominated as candidate for Director who is Audit and Supervisory Committee member.
Notes:
1. The Company has no special interest with the candidate.
2. 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 contents of theinsurance contract are also outlined in the business report (4. (1) Note 6. Outline of the Contents of the
Liability Insurance Contract for Directors, etc.). The insurance contract was renewed on May 1, 2023, withthe same content.
3. 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. throughan absorption-type merger, and the trade name changed to Hankyu Hanshin Department Stores, Inc.

12

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/IT

Talentmanagement

○

○

○

○
○

○

○

○

○

○

○

○

○

○

○

Notes
• The above table does not indicate all of the expertise, experience and capabilities of candidates for
Director.
• Of the above table, the terms of office of Mr. Naoshi Ban, Mr. Kenjiro Nakano, Ms. Mayumi Ishihara, and
Ms. Nobuko Sekiguchi will end at the conclusion of the general meeting of shareholders for the fiscal year
ending March 2024, and will not be re-elected at this General Meeting.

13

○
○

○
○

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
26.60 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 is deemed appropriate in line with the policy ("4. (2) ① 2) Outline of the details ofDecision 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 yourunderstanding.

14