Note: This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 8227)
April 30, 2024
To our shareholders:
Makoto Suzuki
Representative Director and President

Shimamura Co., Ltd.
1-602-1 Kitabukuro-cho, Omiya-ku,
Saitama-city, Saitama

Notice of the 71st Annual General Meeting of Shareholders
We are pleased to announce the 71st Annual General Meeting of Shareholders of Shimamura Co., Ltd. (the“Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information on the following Company’s website, etc. Please access the website byusing the internet address shown below to review the information.
The Company’s IR website
https://www.shimamura.gr.jp/ir/stock/ (inJapanese)

Website for informational materials for the general
meeting of shareholders
https://d.sokai.jp/8227/teiji/ (in Japanese)

In addition to posting matters for which measures for providing information in electronic format are to betaken on the Company’s website, etc., we also post this information on the website of Tokyo Stock Exchange,
Inc. (TSE) shown below.
Tokyo Stock Exchange, Inc.’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Shimamura Co., Ltd.” in “Issue
name (company name)” or the Company’s securities code “8227” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the Meeting in person, you can exercise your voting rights via the Internet or inwriting (mail), etc. Please review the Reference Documents for the General Meeting of Shareholders, andfollow the Instructions given below to exercise your voting rights no later than Thursday, May 16, 2024, at
5:45 p.m. (JST).
1. Date and Time:

Friday, May 17, 2024, at 10:00 a.m. (JST)

2. Venue:“ROSE ROOM,” 4F, PALACE HOTEL OMIYA, SONIC CITY
1-7-5, Sakuragi-cho, Omiya-ku, Saitama-city, Saitama

3. Purpose of the Meeting:
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 71st
fiscal year (from February 21, 2023, to February 20, 2024), and the results of-1-

audits of the Consolidated Financial Statements by the Financial Auditor and the
Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 71st fiscal year (fromFebruary 21, 2023, to February 20, 2024)
Matters to be resolved<Proposals from the Company (Proposal No. 1 to Proposal No. 4)>
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine Directors
Proposal No. 3: Election of Four Audit & Supervisory Board Members
Proposal No. 4: Payment of Retirement Benefits to Retiring Audit & Supervisory Board
Members and Final Payment of Accrued Retirement Benefits Associated with
the Abolition of the Retirement Benefit System for Audit & Supervisory
Board Members<Proposal from our shareholders (Proposal No. 5)>
Proposal No. 5: Amendments to the Articles of Incorporation
An outline of the shareholder proposal (Proposal No. 5) is as stated in page 16 through page 17of the Reference Documents for the General Meeting of Shareholders.
4. Matters Decided in Connection with the Convocation (Guidance Notes on Exercise of Voting
Rights)(1) If you indicate neither your approval nor disapproval of each proposal on the returned voting form,
your answer will be deemed to be an approval for the Company proposals and a disapproval for theshareholder proposal.
(2) If you exercise your voting rights via the Internet, etc. multiple times, only your last vote will betreated as valid.
(3) If you exercise your voting rights via the Internet, etc. and also by writing (mail), regardless of thearrival date and time, your vote placed via the Internet, etc. will be treated as valid.

-2-For shareholders who requested the delivery of paper-based documents, we send documents including
matters for which measures for providing information in electronic format are to be taken, however, please
note that the following matters are excluded based on the provisions of laws and regulations and Article 16of the Company’s Articles of Incorporation.
- Tables of explanatory notes on Consolidated Financial Statements- Tables of explanatory notes on Non-consolidated Financial Statements
Therefore, the business report, the consolidated financial statements and the non-consolidated financial
statements described in this document are part of the documents audited by the financial auditor for the
purpose of preparing their audit report and by the members of the Audit & Supervisory Board for the
purpose of preparing their audit report.
When you attend the Meeting, you are kindly requested to present the voting form at the reception.
If revisions to the matters for which measures for providing information in electronic format are to be taken
arise, a notice of the revisions and the details of the matters for which measures for providing informationin electronic format are to be taken before and after the revisions will be posted on the Company’s
aforementioned websites and the TSE website. If any significant changes are made to the operation of thegeneral meeting of shareholders, such changes will be posted on the Company’s website(https://www.shimamura.gr.jp/) (in Japanese).
Video footage of the reporting at the meeting such as those mentioned above in “Matters to be reported” will
be available for viewing from the following website (https://www.shimamura.gr.jp/ir/stock/) (in Japanese).

-3-Reference Documents for the General Meeting of Shareholders
Proposals for the 71st Annual General Meeting of Shareholders<Proposals from the Company (Proposal No. 1 to Proposal No. 4)>
Proposal No. 1:
Appropriation of Surplus
The Company proposes the appropriation of surplus as follows.
1. Year-end dividends
The Company has given consideration to matters including the business performance of the fiscal year
and future business development, and it proposes to pay year-end dividends for the 71st fiscal year as
follows.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥150 per common share of the Company.
In this event, the total dividends will be ¥5,512,594,950.
(3) Effective date of dividends of surplus
The effective date of dividends will be May 20, 2024.
2. Other appropriation of surplus
As for internal reserves, the Company proposes the following to strengthen the management foundationin preparation for the aggressive development of operations in the future.
(1) Item of surplus to be decreased and amount of decrease:
Retained earnings brought forward:¥29,000,000,000(2) Item of surplus to be increased and amount of increase:
General reserve:¥29,000,000,000-4-Proposal No. 2:

Election of Nine Directors

The terms of office of all nine Directors will expire at the conclusion of this Meeting. The Company proposes
the election of nine Directors, including three outside Directors.
The candidates for Directors are as follows:

Candidate
No.

Name

Attribute of candidate

Current position in
the Company

Years in office as
Director

Number of Boardof Directors
meetings attended(FY2023)1

Makoto Suzuki

Reappointment

Representative
Director

Five years

17/17

2

Iichiro Takahashi

Reappointment

Director

Five years

17/17

3

Takashi Nakahira

Reappointment

Director

Two years

17/17

4

Yoshiteru Tsujiguchi

Reappointment

Director

One year

13/13

5

Hajime Ueda

Reappointment

Director

One year

13/13

6

Hidejiro Fujiwara

Reappointment

Director andSenior Advisor

Four years

16/17

Tamae Matsui

Outside Director

Outside Director

Nine years

17/17

Outside Director

Six years

17/17

Outside Director

Two years

17/17

Reappointment
7

Independent Officer
Reappointment
8

Yutaka Suzuki

Outside Director
Independent Officer
Reappointment

9

Teiichi Murokubo

Outside Director
Independent Officer

Note:

As Directors Yoshiteru Tsujiguchi and Hajime Ueda assumed their offices as of May 12, 2023, the number of Boardof Directors meetings they were eligible to attend is different from that of other Directors.

-5-

Candidate
No.

Name
(Date of birth)[Career summary, positions and responsibility in the Company]
Mar. 1989

Joined the Company

Nov. 2004

General Manager of Logistics Department

May 2011

Director

Number of theCompany’s
shares owned

Supervising Import Department, Logistics
Department, Merchandise Management
Department, and Store Management
Department
Feb. 2014

Supervising Logistics Department, Systems
Development Department, and Import
Department

Mar. 2015

Supervising Logistics Department andSystems Development Department

May 2015

Executive Officer

Feb. 2018

Executive Officer and General Manager of the
Planning Office

May 2019

Director and Executive Officer

Feb. 2020

President and Representative Director,
Executive Officer (current position)

May 2020

Director of Shimamura (Taiwan) (current
position)

Makoto Suzuki(June 22, 1965)
Reappointment12,700 Shares■Significant concurrent positions outside the Company
Director of Shimamura (Taiwan)■Reasons for nomination as a candidate for Director
Since assuming the position of Representative Director of the Company in February 2020, Makoto Suzuki has
demonstrated leadership at the center of the management by utilizing his many years of experience andknowledge, and as a chairman of the Board of Directors, he has appropriately made decisions on importantbusiness execution and supervised the execution of directors’ duties.
We have determined that he is qualified for the achievement of the Company’s further improvement of sustainablecorporate value and re-nominated him as a Director candidate.

-6-

Candidate
No.

Name
(Date of birth)

Iichiro Takahashi(August 25, 1974)
Reappointment[Career summary, positions and responsibility in the Company]
Mar. 1999

Joined the Company

Mar. 2013

General Manager of Shimamura StoreOperation Department 8

Feb. 2014

General Manager of Shimamura Merchandise
Department 3

Feb. 2018

General Manager of Shimamura Sales
Planning Department

Feb. 2019

Executive Officer
Supervising Logistics Department, Import
Department, and Systems Development
Department

May 2019

Director and Executive Officer

Feb. 2020

Supervising Shimamura Merchandise
Department, Sales Planning Department,
Advertising Department, and Market
Research Department (current position)

Feb. 2021

Director of Shimamura (Taiwan) (current
position)

Feb. 2022

Director and Senior Executive Officer(current position)

2

Number of theCompany’s
shares owned

650 Shares■Significant concurrent positions outside the Company
Director of Shimamura (Taiwan)■Reasons for nomination as a candidate for Director
Since assuming the position of Director in May 2019, Iichiro Takahashi has been responsible for the managementof the Company by utilizing his many years of experience and knowledge and being in charge of the Shimamura
Merchandise Department, Sales Planning Department, Advertising Department, and Market Research
Department.
We have determined that he is qualified for the achievement of the Company’s further improvement of sustainablecorporate value and re-nominated him as a Director candidate.

Candidate
No.

Name(Date of birth)

Takashi Nakahira(December 1, 1970)[Career summary, positions and responsibility in the Company]
Mar. 1994

Joined the Company

Feb. 2014

General Manager of Shimamura Merchandise
Department 2

Aug. 2017

General Manager of Store Development
Department 1

Aug. 2018

General Manager of Shimamura Merchandise
Department 1

Feb. 2021

Executive Officer
In charge of Avail Business

May 2022

Director and Executive Officer
In charge of Avail Business (current position)

Reappointment
3

Number of theCompany’s
shares owned

850 Shares■Significant concurrent positions outside the Company–■Reasons for nomination as a candidate for Director
Since assuming the position of Director in May 2022, Takashi Nakahira has been responsible for the managementof the Company by utilizing his many years of experience and knowledge and being in charge of Avail Business.
We have determined that he is qualified for the achievement of the Company’s further improvement of sustainablecorporate value and re-nominated him as a Director candidate.

-7-

Candidate
No.

Name
(Date of birth)

Yoshiteru Tsujiguchi(July 17, 1970)
Reappointment
4[Career summary, positions and responsibility in the Company]
Mar. 1994

Joined the Company

Mar. 2009

General Manager of Birthday Merchandise
Department 1

Feb. 2016

General Manager of Chambre Administration
Department

Aug. 2016

General Manager of Chambre Merchandise
Department

Feb. 2021

Executive Officer
In charge of Chambre Business

May 2023

Director and Executive Officer
In charge of Chambre BusinessFeb. 2024

Director and Executive Officer
General Manager of Planning Office (current
position)

Number of theCompany’s
shares owned

890 Shares■Significant concurrent positions outside the Company–■Reasons for nomination as a candidate for Director
Since assuming the position of Director in May 2023, Yoshiteru Tsujiguchi has been responsible for the
management of the Company by utilizing his many years of experience and knowledge and serving as General
Manager of the Planning Office. We have determined that he is qualified for the achievement of the Company’s
improvement of sustainable corporate value and re-nominated him as a Director candidate.

Candidate
No.

Name(Date of birth)

Hajime Ueda
(October 19, 1971)
Reappointment
5[Career summary, positions and responsibility in the Company]
Mar. 1995

Joined the Company

Sept. 2011

General Manager of Birthday Merchandise
Department 2

Feb. 2017

General Manager of Shimamura StoreOperation Department 7

Aug. 2018

General Manager of Shimamura Merchandise
Department 6

Feb. 2021

Executive Officer
In charge of Birthday Business

May 2023

Director and Executive Officer
In charge of Birthday Business (current
position)

Number of theCompany’s
shares owned

990 Shares■Significant concurrent positions outside the Company–■Reasons for nomination as a candidate for Director
Since assuming the position of Director in May 2023, Hajime Ueda has been responsible for the management of
the Company by utilizing his many years of experience and knowledge and being in charge of Birthday Business.
We have determined that he is qualified for the achievement of the Company’s improvement of sustainablecorporate value and re-nominated him as a Director candidate.

-8-

Candidate
No.

Name
(Date of birth)[Career summary, positions and responsibility in the Company]
Sept. 1970

Joined the Company
Office Manager

Apr. 1975

Director

May 1981

Senior Managing Director

Hidejiro Fujiwara(October 18, 1940)

May 1989

Senior Managing Director and Representative
Director

Reappointment

May 1990

President and Representative Director

May 2005

Chairman and Representative Director

6

May 2009

Director and Senior Advisor

May 2011

Senior Advisor

May 2020

Director and Senior Advisor (current position)

Number of theCompany’s
shares owned

681,100 Shares■Significant concurrent positions outside the Company–■Reasons for nomination as a candidate for Director
For 36 years since 1975, Hidejiro Fujiwara was responsible for the management of the Company as a Director,
and in 2011, he assumed a position as an advisor to support the management, and in order to clarify responsibility
and authority, he was reappointed as a Director in May 2020.
We have determined that he is qualified for the achievement of the Company’s further improvement of sustainablecorporate value and re-nominated him as a Director candidate.

Candidate
No.

Name(Date of birth)[Career summary, positions and responsibility in the Company]
Sept. 1983

Transferred to Seiyu, Ltd.

May 2001

Executive Officer, General Manager ofEnvironment Promotion Office

Mar. 2003

Corporate Executive Officer, SVP of Human
Asset Department

Outside Director

May 2008

Retired from Seiyu, Ltd.

Independent Officer

Oct. 2010

Director and Vice President of Matsui Office
Corporation (current position)

May 2015

Outside Director of the Company (current
position)

Reappointment

7

Joined Seiyu Shoes, Ltd.

Mar. 1986
Tamae Matsui(August 14, 1946)

Number of theCompany’s
shares owned

100 Shares■Significant concurrent positions outside the Company
Director and Vice President of Matsui Office Corporation■Reasons for nomination and overview of expected roles as a candidate for outside Director
Tamae Matsui has extensive experience and broad insight gained from her long-term involvement in the fields ofretail personnel policies, welfare, and social and environmental sustainability. The Company proposes thereelection of Tamae Matsui as outside Director so that this experience may be utilized to enhance the management
and corporate governance of the Company through advice about the Company’s personnel policies, based on her
experience.
The Company expects her to participate, as a member of the Nomination & Remuneration Committee and theManagement Plan Formulation Committee, in deciding proposals such as those regarding candidates for officer
and officer remuneration, and in formulating the long-term and medium-term management plan and annual
management plan, from an objective and neutral standpoint.

-9-

Candidate
No.

Name
(Date of birth)[Career summary, positions and responsibility in the Company]
Mar. 1973

Director

Feb. 2003

Managing Director

Feb. 2004

President and Representative Director

Yutaka Suzuki(December 6, 1949)

Mar. 2011

Consultant

Mar. 2013

Retired from Consultant, Kewpie Corporation

Reappointment

Nov. 2013

President and Representative Director,
Yamashiro Management R&D Institute LTD.

May 2018

Outside Director of the Company (current
position)

Nov. 2019

Advisor, Yamashiro Management R&D
Institute LTD.

Sept. 2020

Retired from Yamashiro Management R&D
Institute LTD.

Independent Officer
8

Joined Kewpie Corporation

Feb. 2001

Outside Director

Number of theCompany’s
shares owned

100 Shares■Significant concurrent positions outside the Company–■Reasons for nomination and overview of expected roles as a candidate for outside Director
The Company proposes the reelection of Yutaka Suzuki as outside Director so that his extensive experience andbroad insight, which he cultivated as a corporate manager, may be utilized to enhance the management andcorporate governance of the Company.
The Company expects him to participate, as a member of the Nomination & Remuneration Committee and theManagement Plan Formulation Committee, in deciding proposals such as those regarding candidates for officer
and officer remuneration, and in formulating the long-term and medium-term management plan and annual
management plan, from an objective and neutral standpoint.

- 10 -

Candidate
No.

Name
(Date of birth)[Career summary, positions and responsibility in the Company]
Apr. 1978

Joined The Saitama Bank, Ltd. (currently
Saitama Resona Bank, Limited)

Jul. 2001

General Manager of Saitama Banking
Department of The Asahi Bank, Ltd.
(currently Saitama Resona Bank, Limited)

Oct. 2003

General Manager of Public Institutions
Division of Saitama Resona Bank, Limited

Teiichi Murokubo(December 2, 1954)

Oct. 2004

General Manager of Kumagaya Branch

Reappointment

Jun. 2007

Retired from Saitama Resona Bank, Limited
Executive Director of Saitama Association of
Corporate Executives

Jun. 2021

Senior Adviser (part-time) (current position)

Jul. 2021

Advisor of Daiei Real Estate & Development
Co., Ltd. (current position)

May 2022

Outside Director of the Company (current
position)

Jun. 2023

Auditor (Outside) of PORITECORPORATION (current position)

Outside Director
Independent Officer

9

Number of theCompany’s
shares owned–■Significant concurrent positions outside the Company
Senior Adviser (part-time) of the Saitama Association of Corporate Executives
Advisor of Daiei Real Estate & Development Co., Ltd.
Auditor (Outside) of PORITE CORPORATION■Reasons for nomination and overview of expected roles as a candidate for outside Director
Teiichi Murokubo served in positions such as Executive Director of the Saitama Association of Corporate
Executives and has deep insight regarding corporate management in addition to deep knowledge related to financeand accounting based on his many years of experience at financial institutions. The Company proposes his
reelection as it has judged that he can be utilized to strengthen the management of the Company and improve
corporate governance by providing advice and proposals based on his experience from an independent and outside
viewpoint.
The Company expects him to participate, as a member of the Nomination & Remuneration Committee and theManagement Plan Formulation Committee, in deciding proposals such as those regarding candidates for officer
and officer remuneration, and in formulating the long-term and medium-term management plan and annual
management plan, from an objective and neutral standpoint.
Notes:

1. There is no special interest between any candidates and the Company.
2. Tamae Matsui, Yutaka Suzuki, and Teiichi Murokubo are candidates for outside Directors.
3. The Company has submitted a notification to Tokyo Stock Exchange, Inc. concerning the designation of candidates
for outside Directors Tamae Matsui, Yutaka Suzuki, and Teiichi Murokubo as independent officers. If theirreelections are approved, the Company plans for their designation as independent officers to continue.
4. Tamae Matsui, Yutaka Suzuki, and Teiichi Murokubo are currently outside Directors of the Company. At theconclusion of this Meeting, their tenures since assuming office as outside Directors will have been nine years for
Tamae Matsui, six years for Yutaka Suzuki, and two years for Teiichi Murokubo.
5. The Company has entered into limited liability agreements with Tamae Matsui, Yutaka Suzuki, and Teiichi
Murokubo to limit their liability for damages under Article 423, paragraph 1 of the Companies Act, pursuant to
the provisions of Article 427, paragraph 1 of the Companies Act. The maximum amount of the liability fordamages based on said agreement shall be the minimum liability amount set forth in Article 425, paragraph 1 ofthe said act. If their reelections are approved, the Company intends to extend these agreements.
6. The number of the Company’s shares owned by each candidate is as of the end of the fiscal year (February 20,2024) before the stock split that took place on February 21, 2024.

- 11 -

Proposal No. 3:

Election of Four Audit & Supervisory Board Members

The terms of office of all four Audit & Supervisory Board Members will expire at the conclusion of thisMeeting. Therefore, the Company proposes the election of four Audit & Supervisory Board Members,
including two outside Audit & Supervisory Board Members. This proposal has already been accepted by the
Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)

Masaaki Sato
(April 2, 1959)[Career summary and positions in the Company]
Mar. 1982

Joined the Company

Feb. 1993

General Manager of Accounting Department

Feb. 2004

General Manager of the Planning Office

May 2005

Director
Supervising Human Resources Department,
General Administration Department,
Accounting Department, and Track & Field
Athletics Department

Mar. 2009

Supervising Birthday Merchandise
Department and Sales Planning Department,
and Chambre Merchandise Department andSales Planning Department

May 2011

Managing Director

Feb. 2012

Supervising Merchandise Department,
Advertising Department, and Divalo
Merchandise Department

May 2015

Managing Executive Officer
Supervising Store Development Department
and Construction Department

Feb. 2016

Supervising Store Department and StoreManagement Department

Feb. 2019

Supervising Human Resources Department,
General Administration Department,
Accounting Department, Merchandise
Management Department, and Track & Field
Athletics Department

Feb. 2021

Senior Executive Officer
Supervising Human Resources Department,
General Administration Department,
Accounting Department, Education
Department, Merchandise Management
Department, and Track & Field Athletics
Department

Feb. 2024

Senior Executive Officer, Assistant to
President (current position)

New appointment
1

Number of theCompany’s
shares owned

4,764 Shares■Significant concurrent positions outside the Company–■Reasons for nomination as a candidate for Audit & Supervisory Board Member
Masaaki Sato has held General Manager positions and Executive Officer positions in many departments of theCompany over a long period of time, and is very familiar with the Company’s business. He also possesses
experience as a Director, and the Company has nominated him as a candidate for Audit & Supervisory Board
Member because we have determined that he will be able to appropriately conduct audits and supervision as an
Audit & Supervisory Board Member utilizing his extensive expertise.

- 12 -

Candidate
No.

Name
(Date of birth)

Hiroyuki Shimamura(April 12, 1953)[Career summary and positions in the Company]
Mar. 1979

Joined the Company

Sept. 1986

General Manager of the Auditing Office

May 1990

Director

Nov. 1991

President and Representative Director of
Shimamura Kousan Co., Ltd. (current
position)

May 2001

Audit & Supervisory Board Member of theCompany (current position)

Dec. 2017

Audit & Supervisory Board Member of
Shimamura Kikaku Co., Ltd. (current
position)Jan. 2022

Director of CREATIVE LIFE Co., Ltd.
(current position)

Reappointment

2

Number of theCompany’s
shares owned

501,074 Shares■Significant concurrent positions outside the Company
President and Representative Director of Shimamura Kousan Co., Ltd.
Audit & Supervisory Board Member of Shimamura Kikaku Co., Ltd.
Director of CREATIVE LIFE Co., Ltd.
■Reasons for nomination as a candidate for Audit & Supervisory Board Member
The Company proposes the reelection of Hiroyuki Shimamura as Audit & Supervisory Board Member so that hemay utilize his many years of experience as an executive and as an Audit & Supervisory Board Member at theCompany to provide accurate recommendations and contribute to improving the effectiveness of audits by the
Audit & Supervisory Board as a whole.

Candidate
No.

Name(Date of birth)

Shigehisa Horinokita(December 29, 1951)
Reappointment[Career summary and positions in the Company]
Aug. 1982

Registered as a certified public accountant

Jun. 2003

Representative partner of Asahi & Co. (nowKPMG AZSA LLC)

Jul. 2014

Head of Shigehisa Horinokita Certified Public
Accounting Office (current position)

Jun. 2015

Outside Director of Sanyo Industries, Ltd.

Dec. 2015

Outside Auditor of TOYO Corporation(current position)

Outside Audit &Supervisory Board Member May 2016
3

Jun. 2016

Number of theCompany’s
shares owned

0 Shares

Outside Audit & Supervisory Board Memberof the Company (current position)
Outside Director of Sanyo Industries, Ltd.
(Audit and Supervisory Committee Member)(current position)■Significant concurrent positions outside the Company
Head of Shigehisa Horinokita Certified Public Accounting OfficeOutside Auditor of TOYO Corporation
Outside Director of Sanyo Industries, Ltd. (Audit and Supervisory Committee Member)■Reasons for nomination as a candidate for outside Audit & Supervisory Board Member
The Company proposes the reelection of Shigehisa Horinokita as Audit & Supervisory Board Member because,
while he does not possess direct corporate management experience except as an outside officer, we havedetermined that he can use his knowledge and extensive experience in finance and accounting which he cultivatedas a certified public accountant to enhance the auditing system of the Company.

- 13 -

Candidate
No.

Name
(Date of birth)[Career summary and positions in the Company]
Apr. 1983

Joined World Co., Ltd.

Jun. 2007

Executive Officer and General Manager ofBusiness Management Department

Teiichi Takatsuki(August 2, 1960)

Apr. 2008

Executive Officer and General Manager of
Accounting Supervising Department

New appointment

Oct. 2012

Executive Officer and General Manager ofBusiness Support Division

Outside Audit &Supervisory Board Member Jun. 2015
4

Jun. 2023

Number of theCompany’s
shares owned

0 Shares

Member of the Board (Member of Audit &Supervisory Committee)
Retired from Member of the Board (Memberof Audit & Supervisory Committee), World
Co., Ltd.

■Significant concurrent positions outside the Company–■Reasons for nomination as a candidate for outside Audit & Supervisory Board Member
Teiichi Takatsuki has experience in accounting, finance, etc. at other companies, as well as experience and a highlevel of insight as a Director and Audit and Supervisory Committee Member. The Company has nominated him
as a candidate for Audit & Supervisory Board Member because we have determined that he will be able to provide
recommendations to ensure the validity and appropriateness of decision-making by the Board of Directors.
Notes:

1. There is no special interest between any candidates and the Company.
2. Shigehisa Horinokita and Teiichi Takatsuki are candidates for outside Audit & Supervisory Board Member.
3. Shigehisa Horinokita is currently outside Audit & Supervisory Board Member of the Company. At the conclusionof this Meeting, his tenure since assuming office as outside Audit & Supervisory Board Member will have beeneight years.
4. The Company has entered into a limited liability agreement with Shigehisa Horinokita to limit his liability fordamages under Article 423, paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, paragraph
1 of the Companies Act. The maximum amount of the liability for damages based on said agreement shall be theminimum liability amount set forth in Article 425, paragraph 1 of the said act. If his reelection is approved, theCompany intends to extend this agreement. If the election of Teiichi Takatsuki is approved, the Company alsoplans to enter into a limited liability agreement with him.
5. The Company has submitted notification to Tokyo Stock Exchange, Inc. concerning the designation of Shigehisa
Horinokita as an independent officer, and, if his reelection is approved, the Company plans for his appointment
as an independent officer to continue. The Company also plans to submit notification concerning the designationof Teiichi Takatsuki as an independent officer if his election is approved, as he fulfills the independent officer
criteria of Tokyo Stock Exchange, Inc.
6. The number of the Company’s shares owned by each candidate is as of the end of the fiscal year (February 20,2024) before the stock split that took place on February 21, 2024.

- 14 -

Proposal No. 4:

Payment of Retirement Benefits to Retiring Audit & Supervisory Board Members
and Final Payment of Accrued Retirement Benefits Associated with the Abolitionof the Retirement Benefit System for Audit & Supervisory Board Members

At the conclusion of this Meeting, Standing Audit & Supervisory Board Member Hideyuki Yoshioka and
Audit & Supervisory Board Member Tetsuya Omi will retire due to the expiration of their term of office. To
compensate them for their efforts while in office, the Company wishes to pay retirement benefits totaling¥24.69 million (¥22.68 million to Hideyuki Yoshioka and ¥2.016 million to Tetsuya Omi) in accordance withstandards designated by the Company.
The Company requests that timing of retirement benefits payment, method of payment, etc. be entrusted tothe discretion of the Audit & Supervisory Board. The career summaries for the retiring Audit & Supervisory
Board Members are as indicated below:
Name

Career summary

Hideyuki Yoshioka

May 2009

Standing Audit & Supervisory Board Member of the Company(current position)

Tetsuya Omi

May 2020

Outside Audit & Supervisory Board Member of the Company(current position)

As part of the review of the Audit & Supervisory Board Member remuneration system, at the Audit &Supervisory Board held of November 28, 2022, the Company resolved to abolish the retirement benefit
system for Audit & Supervisory Board Members at the conclusion of this Meeting. Accordingly, on thecondition that Proposal No. 3 is approved and adopted as originally proposed, from among the reelected
Audit & Supervisory Board Members, in order to compensate Hiroyuki Shimamura and Shigehisa Horinokita
for their efforts while in office until the conclusion of this Meeting, in accordance with standards designatedby the Company, the Company will pay final accrued retirement benefits totaling ¥11.59 million (¥7.56
million to Hiroyuki Shimamura and ¥4.032 million to Shigehisa Horinokita). The timing of payment will beat the time of each Member’s retirement as an Audit & Supervisory Board Member, and the specific methodof payment, etc. will be entrusted to the discretion of the Audit & Supervisory Board.
The career summary for the Audit & Supervisory Board Members subject to the final payment of accrued
retirement benefits is as indicated below:
Name

Career summary

Hiroyuki Shimamura

May 2001

Audit & Supervisory Board Member of the Company(current position)

Shigehisa Horinokita

May 2016

Outside Audit & Supervisory Board Member of the Company(current position)- 15 -

<Proposal from our shareholders (Proposal No. 5)>
Proposal No. 5 was made by a single shareholder. The contents of the proposal and the reasons for the
proposal are stated in the original text.
Proposal No. 5:

Amendments to the Articles of Incorporation

1. Details of proposal
The following article will be newly added to the current Articles of Incorporation under “Chapter 7:
Calculation.”“The Company will determine the amount of dividends thereafter to the extent permitted by law, with aminimum dividend of 5.0% of net assets per share for the dividend of retained earnings, commencing
with the dividend paid at the end of the fiscal year ending February 2025.”
2. Reason for proposal
The proposal aims to introduce “a Dividend on Equity (DOE) of 5%” as the Company’s dividend policy.
The Company has expanded the scale of its operations while adapting to the times and steadily increased
its ability to generate cash flow through its superior business strategy. On the other hand, the Company
has not updated the shareholder return policy, and we believe that a change in the shareholder return
policy would be effective in order to implement the Tokyo Stock Exchange, Inc.’s request for“management to be aware of the cost of capital and share price.”
Despite the rapid deterioration in the business environment and performance during the unprecedented
COVID-19 pandemic, the Company’s level of cash and deposits have continued to rise and we have arobust business that is unlikely to require any further cash reserves.
The Company’s market capitalization as of February 29, 2024 is approximately ¥590 billion. As of
November 20, 2023, the Company had internal reserves of ¥250 billion in cash and securities, which is asufficient level compared with the amount spent on the most recent acquisition of tangible fixed assets,
which was ¥8.2 billion (fiscal year ended February 28, 2022) and ¥4.4 billion (fiscal year ended February
28, 2023). The Company has a solid financial base, so a dividend policy based on DOE is appropriate.
The proposers are making this proposal because proposers believe that a DOE of 5% is a minimum level
since the Company is a business with an ROE of approximately 9%, and that even if a dividend policy of
5% DOE is introduced, it would be sufficient to maintain the Company’s conservative financial base andproceed with business expansion.
(Note from the Company) The above is a verbatim description of the proposal and the reasons for the
proposal as listed in the shareholder’s proposal submitted by the shareholder- 16 -

<Opinion of the Board of Directors on Proposal No. 5>
The Board of Directors is “against” this proposal.
 ReasonBased on our management philosophy, the management vision of the Company is to “build a ‘goodcompany’ for employees, customers, business partners, society, and shareholders.” By doing so, theCompany aims to realize a sustainable society by creating value for all stakeholders through our
initiatives to solve ESG issues. The Company aims to provide our employees with a stable living andworking environment, to improve the environment at our stores so that customers can enjoy a
comfortable shopping experience and to provide products with high quality, high sensitivity, and low
price, and to achieve fair transactions and long-term growth with our business partners.
The Company’s basic policy is to reward shareholders with a continuous increase in dividends and astable return to shareholders by ensuring a stable financial base and by improving performance on asustained basis through proactive investment in growth.
On this basis, when formulating the medium-term management plan 2027 (beginning from FY2024),
the Board of Directors of the Company fully considered the balance between the relevant three-yearbusiness plan and growth investments aimed at increasing corporate value, and internal reserves for risk
preparedness and mobility. As a result, the Board of Directors of the Company has resolved to promptly
respond to the recent rapid changes in the global and domestic environment, to stabilize the financialbase for sustainable growth and consider growth investment for business expansion as the mostimportant issue, to strengthen the ratio of growth investment to management resources to be around50%, to increase the shareholder return policy to a payout ratio of around 35.0%, and to increase
Dividend on Equity (DOE) to approximately 3.0%. Therefore, the Board of Directors believes that thedividend policy (DOE 5.0%) sought in the shareholder proposal could hinder the achievement of
medium- and long-term management theme and create concern in regard to difficulty in providing stableshareholder returns to shareholders in the future.
Each year, the Board of Directors of the Company deliberates and decides on a proposal for theappropriation of surplus funds based on the above-mentioned shareholder return policy, and the proposal
is then deliberated and resolved by shareholders at the general meeting of shareholders.
In contrast, the shareholder proposal seeks to establish the method for calculating the amount ofdividends indicated by the proposing shareholder as a new provision in the Articles of Incorporation. Ifsuch a provision were to be established in the Articles of Incorporation, it would be necessary to
determine the amount of dividends using a uniform calculation method, regardless of the Company’s
performance and the need to use funds for investment in growth, and it is clear that the provision would
undermine the mobility and flexibility of the Company’s future business operations and capital policy,
including shareholder returns.
Therefore, the Board of Directors of the Company opposes the shareholder proposal.

- 17 -

(Reference)
Nomination Criteria of Officers<Nomination criteria for candidates for Directors>
Candidates for Directors of the Company are those who satisfy the following criteria and who are deemed tohave the knowledge, skills, and experience that can contribute to the realization of the management
philosophy as members of the Board of Directors. The Board of Directors shall appoint a nominee by its
resolution, after deliberation by the Nomination & Remuneration Committee.
Candidates for outside Directors are those who satisfy the requirements for outside Directors stipulated in
the Companies Act. The Company shall appoint at least three persons from among those who satisfy thecriteria in 5. below in lieu of 4. below.
1. The candidate must have strong determination and the high level of ability necessary to perform the duties
of a Director.
2. The candidate must have the character and insight appropriate for a Director of the Company.
3. The candidate must be able to secure the time and effort necessary to appropriately fulfill the roles andresponsibilities required of the Company’s Directors.
4. The candidate must have the knowledge, ability, and broad experience to contribute to the formulationand execution of the Company’s management strategy based on a deep understanding of the Group’sbusiness and business environment.
5. The candidate must have advanced professional knowledge or abundant experience in corporate
management, academics, finance and accounting, legal affairs, or other fields, and can be expected toperform duties from an independent and objective perspective.
<Independence criteria for outside Directors and outside Audit & Supervisory Board Members>
The Company determines that a person who does not fall under any of the following items is deemed to have
independence.
1. A person who currently serves as an executive of the Company or a subsidiary thereof or has served in
the past ten years (executive as defined in Article 2, paragraph 3, item vi of the Regulation for
Enforcement of the Companies Act; hereinafter the same in these criteria).
2. A person to whom the Company is a major business partner or an executive for such a party. (Note)
3. A person who is a major business partner of the Company or an executive for such a party. (Note)
4. Consultant, accounting professional or legal professional who receives cash at an amount of ¥10 million
or more or any other assets in the most recent fiscal year, other than officer remuneration, from theCompany (if the party who receives such cash or assets is a corporation or organization, a person who
belongs to an organization that receives more than 2% of the net sales or gross income of the saidorganization from the Company)
5. A person who has fallen under items 2. to 4. above within the past three years.
6. A person who substantively holds 10% or more of the voting rights of the Company or an executive forsuch a party.
7. A spouse or a relative within the second degree of kinship of a person who falls under 1. to 6. above.
Note:“Major business partner” refers to a person whose transaction amount in the most recent fiscal year
accounts for 2% or more of the Company or such business partner’s annual net sales.

- 18 -

(Reference)
Expected skills as a member of the Board of Directors
Directors (tentative) after this General Meeting of Shareholders
Name

Corporate
management

Merchandiseandmarketing

DX and IT

Finance andAccounting

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Legal
Organization
Complianceand human
Risk
resources
management
○

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ESG

Makoto Suzuki○

Iichiro Takahashi○○

Takashi Nakahira

○

○

○

Yoshiteru Tsujiguchi

○

○

○

Hajime Ueda

○

○

○

Hidejiro Fujiwara○

Tamae Matsui○○

Yutaka Suzuki○○

Teiichi Murokubo

○

○

○

○

○

- 19 -

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