This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

Securities code: 8182
June 2, 2021
To Shareholders with Voting Rights:
Yoshikazu Motosugi
Representative Director andPresident
Inageya Co., Ltd.
6-1-1 Sakae-cho, Tachikawa City,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 73rd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 73rd Annual General Meeting of Shareholders of Inageya Co., Ltd. (the“Company”) will be held as described below.
In view of the continuing risk of COVID-19 infection, we strongly encourage shareholders to refrainfrom attending the venue on the day of the meeting regardless of their health conditions, and instead
exercise their voting rights in writing or via the Internet in advance, in order to avoid the risk of infection.
Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise
your voting rights.
1. Date and Time:Thursday, June 24, 2021 at 10:00 a.m. Japan time
Reception will start at 9:00 a.m.

2. Place:

Carlo, 4th floor, HOTEL emisia TOKYO TACHIKAWA
2-14-16 Akebono-cho, Tachikawa City, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 73rd Fiscal Year (April 1, 2020 - March 31, 2021) andresults of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 73rd Fiscal
Year (April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Election of Two (2) Audit & Supervisory Board Members
Proposal 3:
Appointment of an Accounting Auditor
Proposal 4:
Partial Amendments to the Amount of Compensation, etc. Pursuant to the
Proposal 5:
Continuation of the Stock Compensation Plan for Directors
Payment of Bonuses to Directors
Proposal 6:When attending the meeting, please submit the enclosed voting rights exercise form at the reception
desk.
The following documents are posted on the Company’s website in accordance with provisions of laws
and regulations as well as Article 16 of the Company’s Articles of Incorporation and therefore are not

-1-



provided in the documents attached to this Convocation Notice. The Consolidated Financial
Statements and Non-consolidated Financial Statements that were audited by the Audit & Supervisory
Board Members and the Accounting Auditor in preparing the Auditor’s Report include the documents
attached to this Convocation Notice as well as the following:
1) “Consolidated Statement of Changes in Shareholders’ Equity” and “Notes to Consolidated
Financial Statements”
2) “Non-consolidated Statement of Changes in Shareholders’ Equity” and “Notes to Non-consolidated
Financial Statements”
Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Consolidated Financial Statements or the Non-consolidated Financial Statements will be
posted on the Company’s website.

Measures to prevent COVID-19 infection<Request to shareholders> In order to prevent the risk of infection, we strongly encourage shareholders to refrain from attending
the venue on the day of the meeting, and instead exercise their voting rights in writing or via theInternet.
 Please wear a mask, and give due consideration to preventing the spread of infection when attending
the meeting.
 Please cooperate with temperature checks and alcohol-based hand sanitization at the reception desk.
 Depending on the status of the spread of infection, we may be required to change the venue, thestarting time, the operation method, etc. Please see our website as necessary for any updates.
<Our response> We may ask those with symptoms of fever or cough or those who appear to be unwell to refrain from
attending the venue.
 There will be a significantly fewer number of seats at the venue than in previous years, as seats will
be arranged with wider spaces. Please note that we may restrict entrance to the venue.
 In order to prevent infection, we will work to reduce the overall time of the meeting as much as
possible.
 Our operation staff will make sure that they are in good health conditions, including by measuring
their temperature, and wear a mask at the venue.
We appreciate your understanding and cooperation in these difficult times.

The Company’s website

https://www.inageya.co.jp/ir/holder/notice.html-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

We would like to appropriate our surplus as follows.
Matters concerning year-end dividend
We regard the return of profits to our shareholders to be an important management policy. While upholding
a basic policy of paying out stable dividends on an ongoing basis, we comprehensively considered ourconsolidated business performance and future business development as well as internal reserves forincreasing our earning power and strengthening our financial strength, and decided that we would like to
pay a year-end dividend as follows.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property and the total amount thereof
15.00 yen per share of common stock of the Company for a total amount of 696,525,450 yen
The annual dividend for the fiscal year under review, including interim dividends, will be 22.50 yen
per share.
(3) Effective date of distribution of surplus
June 25, 2021

-3-

Proposal 2:

Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, the election of nine (9) Directors is proposed, increasing the number of Directors by one(1) in order to strengthen the management structure.
The candidates for Director are as follows:

No.

1

Name

Yoshikazu Motosugi[Reappointment]

Current positions and responsibilities
at the Company

Representative Director and President

Director
General Manager of Administrative
Headquarters
2 Kazushige Hamura [Reappointment]
In change of IR, Finance and Compliance;
and General Manager of Inageya Group Life
Service Center3
Shintaro Kakui [New appointment] 4Makoto Sugaya [New appointment] 5
Mikio Uehara[New appointment] [Reappointment]
6
Shinya Watanabe[Outside]
Outside Director[Independent][Reappointment]
7
Shuichi Otani[Outside]
Outside Director[Independent][New appointment]
8
Yoshitomo Suzuki[Outside][New appointment]
9
Yaeko Ishida[Outside][Independent][Reappointment]: Candidate for reappointment as Director[New appointment]: New candidate for Director[Outside]: Candidate for Outside Director[Independent]: Independent director stipulated by the rules of stock exchanges, etc.

Attendanceat theBoard ofDirectors
meetings
18/18(100%)

14/14(100%)

18/18(100%)
14/14(100%)-

Note: The results of attendance of Mr. Kazushige Hamura and Mr. Shuichi Otani at the Board of Directors
meetings include only those meetings held after their assumption of office on June 25, 2020.

-4-

Distribution of Knowledge and Experience of Members of the Board of Directors
Name

Yoshikazu
Motosugi
Kazushige
HamuraShintaro
Kakui
MakotoSugayaMikio
UeharaShinyaWatanabe
Shuichi
Otani
Yoshitomo
Suzuki
Yaeko
IshidaCorporate
management

Industry
experience &insight〇〇

Finance &accounting

Legal & risk
management

HR &personnel
development

Information
systems

〇
〇

〇

〇

〇
〇

〇

〇
〇

〇

〇
〇

〇
〇
〇

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Joined the Company
Executive Officer
General Manager of Sales & Marketing Planning
Headquarters
September 2014 General Manager of Group Human Resources
Headquarters
Director
June 2016
General Manager of Sales Headquarters
General Manager of Merchandise Headquarters
July 2018
General Manager of Sales & Marketing Headquarters
October 2019
Representative Director and President (to present)
April 2020

Number of sharesof the Company
heldApril 1986
June 2011
October 2012

Yoshikazu Motosugi(March 20, 1964)

1[Reappointment][Internal]

3,700[Significant concurrent positions]
None[Attendance at the Boardof Directors meetings]
18/18(100%)[Reason for nomination as a candidate for Director]
Mr. Yoshikazu Motosugi served in positions responsible for sales, sales & marketing planning, merchandise, and humanresources divisions of the Company, and is well versed in the areas of sales & marketing and administration with extensive
operational experience. From April 2020, he assumed the position of Representative Director and President, taking charge ofmanagement with an aim to become a company that always serves the community with its services. He is committed torebuilding the foundation for growth. The Company has renominated him as a Director candidate based on such experienceand achievements, as well as because he has appropriately fulfilled his duties, including decision-making on important mattersof management and the supervision of business execution.
Note: There is no special interest between Mr. Yoshikazu Motosugi and the Company.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Joined the Kyowa Bank, Ltd. (currently Resona Bank,
Limited)General Manager of Customer Service Division, Akishima
April 2008
BranchSenior Auditor of Internal Audit Division
January 2011
General Manager of Sales Division III, Shinjuku Branch
October 2011
Compliance Officer of Compliance Division and Advisor
January 2015
of Sales Support Division
Seconded to the Company
August 2017
General Manager of General Affairs Division
June 2018
Executive Officer
June 2019
In charge of IR; in charge of Group Finance; General
Manager of Administrative Headquarters; General
Manager of General Affairs Division; and General
Manager of Finance Division
Joined the Company
August 2019
Executive Officer; in change of IR; in charge of Finance;
October 2019
and General Manager of Finance Division
Director (to present)
June 2020
General Manager of Administrative Headquarters; inchange of IR; in charge of Finance; and General Manager
of Finance DivisionDecember 2020 General Manager of Administrative Headquarters; inchange of IR; in charge of Finance; in charge ofCompliance; and General Manager of Finance Division
February 2021 General Manager of Administrative Headquarters; inchange of IR; in charge of Finance; and in charge ofCompliance
General Manager of Administrative Headquarters; inApril 2021
change of IR; in charge of Finance; in charge ofCompliance; and General Manager of Inageya Group Life
Service Center (to present)

Number of sharesof the Company
heldApril 1988

Kazushige Hamura(January 16, 1964)

2[Reappointment][Internal][Attendance at the Boardof Directors meetings]
14/14(100%)

480[Significant concurrent positions]
None[Reason for nomination as a candidate for Director]
Mr. Kazushige Hamura has extensive experience at a financial institution and the Company’s Administrative Headquarters,
and possesses a high level of insight. He assumed the position of Director in June 2020, and since then has remained in chargeof investor relations and held the position as the General Manager of the Administrative Headquarters, which oversees
finance, general affairs and human resources divisions, while also striving to reform corporate culture as the officer in chargeof Compliance. The Company has renominated him as a Director candidate based on such experience, as well as because hehas appropriately fulfilled his duties, including decision-making on important matters of management and the supervision ofbusiness execution.
Note: There is no special interest between Mr. Kazushige Hamura and the Company.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Joined the Company
Buyer of General Foods Division
General Manager of Musashimurayama Store
Seconded to Aeon Global Merchandising Co., Ltd.
General Manager, Bakery Division of the Company
General Manager of Sales Promotion Division; and Team
Leader of Events and Flower Plan
Manager of General Foods Group
April 2014
General Manager of No.3 Merchandise Division; andJune 2017
General Manager of General Foods Division
Executive Officer (to present)
June 2018
November 2018 General Manager of No.2 Merchandise Division; General
Manager of General Foods Division; and General Manager
of Bakery Division
Deputy General Manager of Merchandise Headquarters;
March 2019
and General Manager of General Foods Division
In charge of Logistics Operations and Merchandise
July 2020
Planning; General Manager of Logistics Operations
Division (to present)

Number of sharesof the Company
heldApril 1987
January 1997
February 2003
October 2007
November 2010
October 20123

Shintaro Kakui(July 2, 1962)[New appointment][Internal]

1,000[Significant concurrent positions]
None[Reason for nomination as a candidate for Director]
Mr. Shintaro Kakui has extensive operational experience in merchandise and other divisions at the Company. He wasappointed Executive Officer in June 2018, and is currently in charge of Logistics Operations and Merchandise Planning,
striving to rebuild commercial and logistics flows. The Company has newly nominated him as a Director candidate because
it considers his experience and insight necessary for the future promotion of merchandise strategy.
Note: There is no special interest between Mr. Shintaro Kakui and the Company.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1993
February 2008
July 2011
October 2012
August 2013
September 2014
March 2016
March 20194

Makoto Sugaya(December 6, 1969)[New appointment][Internal]

June 2019
October 2019
June 2020

Joined the Company
Leader of Grocery Division
General Manager of Ageo-shonan Store
General Manager of Noda-mizuki StoreManager of Grocery SV GroupManager of No.7 Sales Group
General Manager of No.6 Sales Group
General Manager in charge of Model Stores and Division
PL
Executive Officer (to present)
In charge of Human Resources and Division PL
In charge of Human Resources and General Affairs; andGeneral Manager of General Affairs Division (to present)

Number of sharesof the Company
held

2,000

[Significant concurrent positions]
None[Reason for nomination as a candidate for Director]
Mr. Makoto Sugaya has extensive operational experience in merchandise and sales divisions at the Company. He wasappointed Executive Officer in June 2019, and is currently in charge of Human Resources and General Affairs, striving torebuild systems for human resources development and risk management. The Company has newly nominated him as a
Director candidate because it considers his experience and insight necessary for the future promotion of management strategy.
Note: There is no special interest between Mr. Makoto Sugaya and the Company.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1984
March 1996
January 1997
August 2005
July 2008
August 2013
June 2017
May 2019

5

Mikio Uehara(December 13, 1961)

Joined the Company
Buyer of Processed Foods Group
Buyer of Home Merchandise Division
General Manager of Shiki-nakamuneoka Store
Leader of Store Planning Division
Group Manager of Store Planning; and Team Leader ofMR
General Manager of Sales Strategy Office
General Manager of President’s Office (to present)

Number of sharesof the Company
held0[Significant concurrent positions]
None[New appointment][Internal][Reason for nomination as a candidate for Director]
Mr. Mikio Uehara has broad operational experience in merchandise, store planning and sales strategy divisions, and thePresident’s Office at the Company, among others. He is well versed in all aspects of the Company’s sales and administration.
The Company has newly nominated him as a Director candidate because it considers his experience and insight necessary forthe future promotion of management strategy.
Note: There is no special interest between Mr. Mikio Uehara and the Company.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1975
October 2003
April 2004
June 2006

Shinya Watanabe(September 8, 1951)

6

August 2006

[Reappointment][Outside][Independent]

August 2006

[Term of Office as
Director]
2 years at the conclusionof this General Meeting

June 2008
June 2019

June 2007

Joined the Kyowa Bank, Ltd. (currently Resona Bank,
Limited)
Executive Officer and General Manager of Nagoya Branch,Resona Bank, Limited
Executive Officer; CEO of Tokai Area; and General
Manager of Nagoya BranchManaging Executive Officer and in charge of Solution
Support Division, Public Corporation Division, Tokyo
Public Institutions Division and Osaka Public Institutions
Division
Representative Director and President, Resona ResearchInstitute Co., Ltd.
Executive Officer and in charge of Group Strategy
Division (Corporate Administration, Resona ResearchInstitute Co., Ltd.), Resona Holdings, Inc.
Representative Director and President, J and S
INSURANCE SERVICE Co., Ltd.
President & CEO, Showa Leasing Co., Ltd.
Outside Director of the Company (to present)

Number of sharesof the Company
held0[Significant concurrent positions]
None[Attendance at the Boardof Directors meetings]
18/18(100%)[Reason for nomination as a candidate for Outside Director and summary of expected roles]
Mr. Shinya Watanabe has been engaged in the management of financial institutions for many years. He has extensive
knowledge regarding finance and abundant experience and a high level of insight as a corporate manager. He has actively
voiced his opinion at Board of Directors meetings, provided appropriate advice and supervision of management, and fulfilled
an appropriate role of supervising the execution of business as Outside Director of the Company. He has also contributed tomore transparent and fair management as Chairman of the Nomination and Compensation Committee. If reelected as an
Outside Director, his expected role will be to utilize his insight to provide supervision and advice. The Company has therefore
renominated him as an Outside Director candidate.
[Matters concerning independence]
The Company has designated him as an independent director, who does not violate the independence standards stipulated by
the Tokyo Stock Exchange nor represent risks of conflicts of interest with general shareholders. Although Mr. Shinya
Watanabe had previously worked at Resona Bank, Limited, which is the main bank of the Company, more than ten years
have passed since he retired from the said bank.
Note: There is no special interest between Mr. Shinya Watanabe and the Company.

- 11 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1977
April 2002
April 2004
April 2009
June 2009
June 2011
April 2018
June 2020

Shuichi Otani(April 9, 1954)

Joined Nissan Motor Co., Ltd.
General Manager of Materials DivisionCorporate Vice President
Senior Vice President, NISSAN SHATAI CO., LTD.
Director and Senior Vice President
Representative Director and President, NISSAN SHATAICOMPUTER SERVICE Co., Ltd.
AdvisorOutside Director of the Company (to present)[Significant concurrent positions]
None[Reappointment][Outside][Independent]
7

Number of sharesof the Company
held

100

[Term of Office as
Director]
1 year at the conclusion ofthis General Meeting[Attendance at the Boardof Directors meetings]
14/14(100%)[Reason for nomination as a candidate for Outside Director and summary of expected roles]
Mr. Shuichi Otani has been engaged in corporate management for many years and has abundant experience and a high levelof insight as a corporate manager. He has actively voiced his opinion at Board of Directors meetings, provided appropriate
advice and supervision of management, and fulfilled an appropriate role of supervising the execution of business as Outside
Director of the Company. He has also contributed to more transparent and fair management as Nomination and Compensation
Committee Member. If reelected as an Outside Director, his expected role will be to utilize his insight to provide supervision
and advice. The Company has therefore renominated him as an Outside Director candidate.
[Matters concerning independence]
The Company has designated him as an independent director, who does not violate the independence standards stipulated by
the Tokyo Stock Exchange nor represent risks of conflicts of interest with general shareholders.

Note: There is no special interest between Mr. Shuichi Otani and the Company.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Joined Jusco Co., Ltd. (currently AEON Co., Ltd.)
General Manager of Grocery Merchandise Division, SSM
Merchandise Headquarters
September 2004 General Manager of H&BC Merchandise Headquarters;
and General Manager of Non-food and Health
Merchandise Division
Executive Officer
May 2005
Managing Executive Officer
May 2006
Representative Director and President, Aeon Global
May 2007
Merchandising Co., Ltd.
Executive Officer; General Manager of Food andApril 2010
Delicatessen Merchandise Headquarters, Aeon Retail Co.,
Ltd.
Executive Officer, General Manager of Food Merchadise
April 2011
Planning Headquarters
November 2011 Senior Executive Director of SANYO MARUNAKA CO.,LTD.
President, Representative Director of Maxvalu Chubu Co.,May 2013
Ltd.
September 2019 Chairman, Representative Director of Maxvalu Tokai Co.,Ltd.
President, Representative Director of Aeon Global
May 2020
Merchandising Co., Ltd. (to present)
Chairman, Representative Director of Cordon Vert Co.,May 2020
LTD. (to present)
In charge of Merchandise Procurement, AEON Co., Ltd.
June 2020(to present)
Chairman, Director of Aeon Sports Global Merchandising
May 2021
Co., Ltd. (to present)

Number of sharesof the Company
heldApril 1988
March 1999

8

Yoshitomo Suzuki(September 14, 1957)[New appointment][Outside]0[Significant concurrent positions]
President, Representative Director of Aeon Global Merchandising Co., Ltd.
In charge of Merchandise Procurement, AEON Co., Ltd.
Chairman, Representative Director of Cordon Vert CO., LTD.
[Reason for nomination as a candidate for Outside Director and summary of expected roles]
Mr. Yoshitomo Suzuki has been engaged in corporate management in the retail sector for many years and has abundant
experience and a high level of insight into merchandise and other matters. The Company highly values his experience andability. If elected as an Outside Director, his expected role will be to utilize his insight to provide supervision and advice. The
Company has therefore nominated him as a new candidate for Outside Director.
Note: Mr. Yoshitomo Suzuki is concurrently in charge of Merchandise Procurement of AEON Co., Ltd., which is a major shareholder of theCompany and a business alliance partner.

- 13 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Registered as an attorney-at-law
Joined Yamazaki General Law OfficePartner, Yamazaki General Law Office
Judicial Commissioner of Tokyo Summary Court
Conciliation Commissioner of Tachikawa Branch of Tokyo
Family Court (to present)
Outside Audit & Supervisory Board Member of Citizen
June 2019
Watch Co., Ltd. (to present)
November 2019 Partner of Midorikawa-Kitadai Law Office (to present)

Number of sharesof the Company
held

October 2000
October 2000
October 2005
January 2007
April 2016

Yaeko Ishida(August 18, 1970)

9[New appointment][Outside][Independent]

0[Significant concurrent positions]
Partner of Midorikawa-Kitadai Law OfficeOutside Audit & Supervisory Board Member of Citizen Watch Co., Ltd.

[Reason for nomination as a candidate for Outside Director and summary of expected roles]
Ms. Yaeko Ishida has abundant experience and a high level of insight as an attorney-at-law. The Company considers her
insight into corporate legal affairs to be necessary in order to enhance the transparency of the Company’s management andstrengthen the supervisory function of the Board of Directors. If elected as an Outside Director, her expected role will be toprovide supervision and advice from an objective and legal standpoint, based on this insight. The Company has therefore
nominated her as a new candidate for Outside Director.
Although she has never been involved in corporate management other than as an outside officer, the Company believes that
she will appropriately fulfill her duties as Outside Director based on the reasons above.
[Matters concerning independence]
If Ms. Ishida is appointed and assumes office, then the Company will designate her as an independent director, who does not
violate the independence standards stipulated by the Tokyo Stock Exchange nor represent risks of conflicts of interest withgeneral shareholders.
Notes:
1. Ms. Yaeko Ishida’s name in her capacity as an attorney-at-law is Yaeko Kitadai.
2. There is no special interest between Ms. Yaeko Ishida and the Company.

- 14 -

Liability Limitation Agreement
 Pursuant to Article 427, Paragraph 1 of the Companies Act and the provisions of theCompany’s Articles of Incorporation, the Company has concluded liability limitationagreements with Mr. Shinya Watanabe and Mr. Shuichi Otani, which limit their liability fordamages stipulated in Article 423, Paragraph 1 of the said Act.
 These agreements will be continued if Mr. Shinya Watanabe and Mr. Shuichi Otani arereappointed and assume office. If Mr. Yoshitomo Suzuki and Ms. Yaeko Ishida are appointed
and assume office, then the Company intends to conclude similar liability limitationagreements with them.
 The maximum amount of liability for damages under these agreements is the minimum
amount of liability set forth in Article 425, Paragraph 1 of the Companies Act.
Directors and Officers Liability Insurance Contract
 Pursuant to Article 430-3 of the Companies Act, the Company has concluded a directors andofficers liability insurance (D&O insurance) contract with an insurance company, to coverlosses arising from damages claims related to the execution of duties by the insured parties(except in cases corresponding to exemptions under the insurance contract). The insurance
premium is fully paid by the Company.
 Each Director candidate who is appointed and assumes office as Director will be included
among the insured parties under this insurance contract.
 The term of the insurance contract is one year, and the Company intends to renew the contract
before this term expires, by resolution of the Board of Directors.

- 15 -

Proposal 3:

Election of Two (2) Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Masami Shinozaki and Koji Makino will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of two (2)Audit & Supervisory Board Members is proposed.
The consent of the Audit & Supervisory Board has been obtained with regard to the submission of this
Proposal.
The candidates for Audit & Supervisory Board Member are as follows:
No.

Name
(Date of birth)

Career summary, positions
and significant concurrent positions
April 1987
April 1987
February 1990
April 2002
January 2004

Masami Shinozaki(September 29, 1953)[Reappointment][Outside][Independent]

April 2004
February 2005
April 2006
April 2008
April 2009
June 2009

Registered as an attorney-at-law
Joined Hirai Law Office (currently Shinozaki & Partners)
Partner
Conciliation Commissioner of Tokyo Family Court
Representative of Shibata & Shinozaki Law Office(former Hirai Law Office, currently Shinozaki &Partners) (to present)
Director of Conciliation Committee, Tokyo Family Court
Registered as a certified public tax accountant
Auditor, Kanto Federation of Bar Associations
Vice-president, Dai-Ichi Tokyo Bar Association
Civil Conciliation Commissioner, Tokyo District Court(to present)
Outside Audit & Supervisory Board Member, theCompany (to present)
Mediation Commissioner, Alternative Dispute Resolution
Center, Ministry of Education, Culture, Sports, Scienceand Technology (to present)
Deputy Chairperson of Disciplinary Committee, Japan
Federation of Bar Associations
Outside Audit & Supervisory Board Member of
MarkLines Co., Ltd. (to present)[Term of Office as Audit June 2011
& Supervisory Board
Member]12 years at the conclusion April 2013of this General Meeting
March 2018
1
[Attendance at the Boardof Directors meetings] [Significant concurrent positions]
18/18
Representative of Shinozaki & Partners(100%)
Outside Audit & Supervisory Board Member of MarkLines Co., Ltd.

Number of sharesof the Company
held

1,000

[Attendance at the Audit& Supervisory Board
meetings]
22/22(100%)[Reason for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Masami Shinozaki has abundant experience and a high level of insight as an attorney-at-law, as well as insight as acertified public tax accountant. The Company considers these insights necessary for the effective audit of the Company, andhas therefore renominated him as a candidate for Outside Audit & Supervisory Board Member.
Although he has never been involved in the management of a company other than as an outside officer, the Company believes
that he will be able to appropriately fulfill his duties as Outside Audit & Supervisory Board Member based on the reasons
above.
[Matters concerning independence]
The Company has designated him as an independent auditor, who does not violate the independence standards stipulated by
the Tokyo Stock Exchange nor represent risks of conflicts of interest with general shareholders.
Note: There is no special interest between Mr. Masami Shinozaki and the Company.

- 16 -

No.

Name(Date of birth)

Career summary, positions
and significant concurrent positions
October 1988
October 1988
August 1992
August 1997
September 2001
October 2001
July 2003
January 2006

Koji Makino(October 7, 1966)[Reappointment][Outside][Independent]

2

February 2009
September 2012
June 2013
March 2014
December 2015
September 2016

Registered as a junior certified public accountant
Joined Tokyo Office of KPMG Minato Audit Corporation(currently KPMG AZSA LLC)
Registered as a certified public accountant
Manager of Melbourne Office, KPMG
Joined DAN CONSULTING CO., LTD.
Registered as a certified public tax accountant
Director of DAN CONSULTING CO., LTD.
Representative of Makino Koji Certified Public
Accountant Office
Representative Director of BE1 & Co. (to present)
Outside Auditor of Digital Garage, Inc.
Outside Audit & Supervisory Board Member of theCompany (to present)
Outside Auditor of UMANITY, Inc. (to present)
Outside Auditor of Obara Group Inc.
Outside Director, Audit and Supervisory Committee
Member of Digital Garage, Inc. (to present)
Outside Director of Obara Group Inc. (to present)

Number of sharesof the Company
held

100

[Term of Office as Audit
December 2017
& Supervisory Board
Member][Significant concurrent positions]
8 years at the conclusion
Representative Director, BE1 & Co.
of this General Meeting
Outside Director, Audit and Supervisory Committee Member of Digital
Garage, Inc.
[Attendance at the Boardof Directors meetings]
Outside Director of Obara Group Inc.
18/18
(100%)[Attendance at the Audit& Supervisory Board
meetings]
22/22(100%)[Reason for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Koji Makino has abundant experience and a high level of insight as a certified public accountant and a tax accountant.
The Company considers these insights necessary for the effective audit of the Company, and has therefore renominated him
as a candidate for Outside Audit & Supervisory Board Member.
[Matters concerning independence]
The Company has designated him as an independent auditor, who does not violate the independence standards stipulated by
the Tokyo Stock Exchange nor represent risks of conflicts of interest with general shareholders.
Note: There is no special interest between Mr. Koji Makino and the Company.

- 17 -

Liability Limitation Agreement
 Pursuant to Article 427, Paragraph 1 of the Companies Act and the provisions of theCompany’s Articles of Incorporation, the Company has concluded liability limitationagreements with Mr. Masami Shinozaki and Mr. Koji Makino, which limit their liability fordamages stipulated in Article 423, Paragraph 1 of the said Act.
 These agreements will be continued if Mr. Masami Shinozaki and Mr. Koji Makino arereappointed and assume office.
 The maximum amount of liability for damages under these agreements is the minimum
amount of liability set forth in Article 425, Paragraph 1 of the Companies Act.
Directors and Officers Liability Insurance
 Pursuant to Article 430-3 of the Companies Act, the Company has concluded a directors andofficers liability insurance (D&O insurance) contract with an insurance company, to coverlosses arising from damages claims related to the execution of duties by the insured parties(except in cases corresponding to exemptions under the insurance contract). The insurance
premium is fully paid by the Company.
 Each candidate who is appointed and assumes office as Audit & Supervisory Board Member
will be included among the insured parties under this insurance contract.
 The term of the insurance contract is one year, and the Company intends to renew the contract
before this term expires, by resolution of the Board of Directors.

- 18 -

[Decision Policy on Nominations]
Prerequisites for all officers:Strongly empathize with the Group Management Philosophy of realizing Sukoyakeku (to contributeto realizing our customers’ healthy, prosperous, warm daily lives and a healthier society) andpracticing a customer-first approach to businessPossess the ability to contribute to the Group’s sustainable growth and the enhancement of corporate
value



Possess an abundant awareness of compliance with laws, regulations, social and other rules

Possess outstanding character, dignity, knowledge and insight, and a high standard of ethics

Be capable of constructing optimal management systems and structures, and engaging in appropriate
and proper corporate management

Be able to engage in constructive dialogue with shareholders, and reflecting in management theinsights obtained through this dialogue

Policy on the selection of internal Directors


Deeply comprehend the Group Code of Conduct, and are able to serve as a model for employees

Possess outstanding management sense, management and leadership qualities, etc.

Possess abundant knowledge, ability, expertise, experience and achievements related to business
operationsPossess the ability to take a high-level, comprehensive view of company-wide business operations,execute business and supervise business execution accordinglyBe able to promote achievement of the Sustainable Development Goals (SDGs), to continue to be acompany that enjoys the support of its customers

Policy on the nomination of Outside Directors

Possess the ability to supervise the execution of business, and provide advice and recommendations
regarding the Company’s sustainable growth from an independent and objective perspective

Possess a high degree of specialized knowledge and abundant experience in fields such as corporate
management, industry knowledge, financial accounting, legal affairs, finance, DX, etc.

Can be expected to voice opinions and act from a stance independent to the execution of business,and contribute to constructive deliberation at Board of Directors meetingsAre able to engage in effective supervision of management, through important decision-making
regarding Directors, including their appointment and dismissal

Policy and process for the appointment of Audit & Supervisory Board Members


Audit & Supervisory Board Members candidates are nominated after consideration whether they
possess sufficient knowledge and insight in fields such as finance, accounting and legal affairs, andafter obtaining the consent of the Audit & Supervisory Board- 19 -



Proposal 4: Appointment of an Accounting Auditor

The term of appointment of the current Accounting Auditor, Nihombashi Corporation Certified Public
Accountants, will expire at the conclusion of this General Meeting of Shareholders. Accordingly, based on
the decision of the Audit & Supervisory Board, it is proposed to appoint GYOSEI & CO. as Accounting
Auditor.
The Audit & Supervisory Board selected GYOSEI & CO. as candidate to replace Nihombashi
Corporation Certified Public Accountants because, in view of the long term of service by the current
Accounting Auditor, the appointment of GYOSEI & CO. can be expected to provide a new perspective on
the Company’s audits. In addition, the Audit & Supervisory Board believes that GYOSEI & CO. is anappropriate candidate for Accounting Auditor, as a result of comprehensive consideration of its expertise,independence, quality control systems and level of audit fees.
The candidate for Accounting Auditor is as follows:
Name
GYOSEI & CO.
OfficeHistory[Principal office]Tokyu Bancho Bldg. 11F, 6 Yonbancho, Chiyoda-ku, Tokyo[Secondary offices]
Osaka Kokusai Building, 2-3-13, Azuchimachi, Chuo-ku, Osaka
Nagoya Crosscourt Tower, 4-10, Meieki 4-chome, Nakamura-ku, Nagoya,
Aichi
Nakaya Mitsui Building, 5-20, Minami-cho, Kanazawa-shi, Ishikawa
Sep. 1990 Hokuto Audit Office is establishedOct. 1999 Merged with Tokyo Akasaka Audit Office and changed nameto Tokyo Hokuto Audit Office
Oct. 2006 Merged with Serizawa Accounting Office and changed name to
GYOSEI & CO.
Jul. 2011 Merged with Meicho Audit Office
Jul. 2014 Merged with Meiwa Audit Office(to present)

Overview

As of March 31, 2021
Capital: 154,000,000 yen
Members
Employees (Certified Public Accountants):
44(including 10 representative employees)
191
Staff (Certified Public Accountants):(Staff who have passed the CPA exam):
80(Other):37
Total:
352

International operations

Allied as a member firm with Nexia International- 20 -

Proposal 5:

Partial Amendments to the Amount of Compensation, etc. Pursuant to theContinuation of the Stock Compensation Plan for Directors
1.

Continuation of the Plan
We propose limits for the amount of compensation, etc., and the number of shares to be delivered, toDirectors of the Company (excluding Outside Directors; the same applies hereinafter) and Executive
Officers who have concluded delegation agreements (hereinafter referred to collectively as “Directors,etc.”), as well as Directors, etc. of subsidiaries and affiliates (hereinafter, the Company and its
subsidiaries and affiliates are referred to collectively as the “Eligible Companies,” and the Directors,
etc. of the Eligible Companies are referred to as “Eligible Directors, etc.”), pursuant to thecontinuation of the stock compensation plan approved and passed by the 70th Annual General Meetingof Shareholders, and subsequently introduced (hereinafter referred to as the “Plan”). The Company
wishes to delegate decisions on details of the Plan to resolutions of the Board of Directors, within thescope indicated in 3. below.
Justification
These amendments are deemed suitable in view of their purpose to clarify the linkage between thecompensation of Eligible Directors, etc. and the Company’s performance and share value, and for
Eligible Directors, etc. not only to enjoy the benefits of rising share prices but also bear the risks offalling share prices. By sharing the same profits and risks from share price fluctuations as shareholders,the Plan also aims to heighten the awareness of Eligible Directors, etc. in contributing to theimprovement of business performance and corporate value over the medium to long term, by awarding
points to Eligible Directors, etc. in accordance with the degree to which performance targets havebeen met in each fiscal year during the period of the Plan.
The Company’s policy on the determination of officers’ compensation is presented on pages 28 to
29 of the Reference Documents for the General Meeting of Shareholders.
If Proposal 2: Election of Nine (9) Directors is approved as originally proposed, the number of
Directors of the Company eligible for the Plan, excluding Outside Directors, will be five (5) at theconclusion of this General Meeting of Shareholders.

- 21 -

2. Details of amendments to the Plan
The Plan will be partially amended, as shown below.
The amended sections have been underlined.
Item

Current

After amendment(1) Applicable period

The three fiscal year period from thefiscal year ending March 31, 2019 to thefiscal year ending March 31, 2021, andeach three fiscal year period thereafter.

The three fiscal year period from the fiscal
year ending March 31, 2022 to the fiscal
year ending March 31, 2024, and each threefiscal year period thereafter.

(2) Maximum
amount of money
to be contributedby the Company

The Company shall contribute a
maximum total of 75 million yen(including up to 48 million yen for
Directors of the Company) during theApplicable period

The Company shall contribute a maximum
total of 198 million yen (including up to 60
million yen for Directors of the Company)
during the Applicable period(3) Method for
Points shall be awarded according to rank
calculating theeach fiscal year during the Applicable
number of shares Periodof the Company to
be delivered to
Eligible Directors,
etc.

Points shall be awarded according to rank
and the degree of achievement of
performance targets* each fiscal year
during the Applicable Period(4) Maximum number Up to 44,000 points each Plan periodof the Company's (including up to 28,000 points forshares, etc. to be
Directors of the Company)
delivered to
Eligible Directors,
etc. (maximum
number of points)

Up to 90,000 points each Plan period(including up to 27,000 points for Directorsof the Company)*Performance targets for the Applicable
Period shall be (Group) consolidated net
sales and the reduction in (Group)
consolidated inventory loss ratio, based on
the medium-term business plan, with acoefficient varying from 0% to 200%
depending on the degree to which thesetargets are achieved each fiscal year

3. Amount and details, etc. of compensation, etc. under the Plan
(1) Overview of the Plan
The Plan is a stock compensation plan in which the Company’s shares are acquired through a trust(hereinafter the “Trust”) using money contributed by the Company, and the Company’s shares and money
are granted to Directors, etc. of the Eligible Companies through the Trust according to the position of
Eligible Directors, etc. and the degree of achievement of performance targets, in accordance with the stock
benefit rules established by the Company. In principle, Eligible Directors, etc. will receive the Company’s
shares and money at the time of their retirement.

- 22 -

(2) Persons eligible for the Plan
Eligible Directors, etc.
(3) Applicable period
The initial period of the Plan was originally established to comprise the three fiscal years from the fiscal
year ended March 31, 2019 to the fiscal year ended March 31, 2021, but this will be amended as set forth
under 2. Details of amendments to the Plan, subject to the approval of this proposal. The Applicable period
after amendment will comprise the three fiscal years from the fiscal year ending March 31, 2022 to thefiscal year ending March 31, 2024 (hereinafter “this Applicable Period”), and will be continued for each
three fiscal year period thereafter (hereinafter each three fiscal year period is referred to as an “Applicable
Period”).
(4) Establishment of trust associated with the operation of the Plan
In operating the Plan, the Company will establish and operate a trust upon agreement with the trustee.
(5) Maximum amount of money contributed by the Company
During this Applicable Period, the Company will contribute a maximum total of 198 million yen (including
up to 60 million yen for Directors of the Company) as funds for the acquisition of shares to deliver to
Eligible Directors, etc. under the Plan, and establish the Trust. The beneficiaries of the Trust will be Eligible
Directors, etc. who satisfy the requirements for beneficiaries. During this Applicable Period, the Company
may make additional contributions to fund the acquisition of shares, within the maximum total of 198
million yen (including up to 60 million yen for Directors of the Company). After the expiration of thisApplicable Period, the Company will continue to make additional contributions of a maximum total of 198
million yen (including up to 60 million yen for Directors of the Company) per Applicable Period thereafter,
until the Plan ceases operation. However, where an additional contribution is made by the Company, andwhere shares of the Company (excluding shares awaiting delivery to an Eligible Director, etc. who holds
a corresponding number of points; see (7) below regarding points) or cash (hereinafter “residual shares,etc.”) remain among the trust assets as of the final day of the Applicable Period immediately before thecurrent Applicable Period, the maximum amount of the additional contribution will be equal to 198 million
yen (including up to 60 million yen for Directors of the Company) minus the value of these residual shares,
etc. (In the case of shares, the value of residual shares, etc. will be the fair value of the shares as of the final
day of the previous Applicable Period.)(Note) The amount of money to be contributed by the Company to the Trust is the sum of the funds for theacquisition of the Company’s shares as described above, as well as the estimated amount ofnecessary expenses such as trust fees and trust administrator fees.

- 23 -

(6) Method and timing of acquisition of the Company’s shares by the trust
The Trust is scheduled to acquire the Company’s shares from the stock market, etc., within the maximum
amount of money to be contributed to the Trust as described in (5) above, and no new shares will be issued.
Therefore, the total number of issued shares of the Company will not increase, and no dilution will occur.
For this Applicable Period, the Trust will acquire up to 90,000 shares of the Company promptly after
it is established.
(7) Calculation method of the number of the Company’s shares to be granted to the eligible persons under
the Plan
Points will be awarded to Eligible Directors, etc. during each Applicable Period, according to rank and thedegree of achievement of performance targets* each fiscal year. The points granted will be converted into
one Company’s share per one point when granting shares. (However, if, after the approval of this proposal,
the Company conducts a share split, gratis allotment of shares, share consolidation, etc. of the Company’s
shares, the conversion ratio shall be reasonably adjusted in accordance with the ratio thereof.)
The maximum total number of points to be awarded to Eligible Directors, etc. for each Applicable
Period will be 90,000 points (including up to 27,000 points for Directors of the Company).
*Performance targets for the Applicable period will be (Group) consolidated net sales and the
reduction in (Group) consolidated inventory loss ratio, based on the medium-term business plan,with a coefficient varying from 0% to 200% depending on the degree to which these targets areachieved each fiscal year.
(8) Delivery of the Company’s shares, etc. to eligible persons under the Plan
In principle, the number of shares, etc. corresponding to the number of points granted up to the time ofretirement will be delivered to Eligible Directors, etc. upon their retirement, by conducting the beneficiary
determination procedures stipulated in the stock benefit rules. However, a portion of the Company’s shares
will be paid in money equivalent to the fair value of such shares primarily for withholding tax purposes.
(9) Exercise of voting rights pertaining to the Company’s shares in the trust
Voting rights pertaining to the Company’s shares in the Trust will not be exercised, without exception, inorder to ensure neutrality with respect to the Company’s management.
(10) Handling of dividends on the Company’s shares in the trust
Dividends on the Company’s shares in the Trust will be received by the trust and will be appropriated as
funds to acquire the Company’s shares and trust expenses for trust fees. Furthermore, when the Trust is
terminated, dividends remaining in the Trust will be distributed to the Eligible Directors, etc. under thePlan who are in office at that time in proportion to the number of their accumulated points, or donated to
public interest corporations, etc.
(11) Treatment upon termination of the trust- 24 -

The Trust shall be terminated upon the occurrence of events such as the abolition of the stock benefit rules
pertaining to officer compensation.
Of the residual assets in the Trust at the termination of the Trust, the Company plans to acquire all of
its shares for no consideration and retire them by resolution of the Board of Directors of the Company, or
donate them to public interest corporations. Of the residual assets of the Trust at the termination of theTrust, money will be distributed to Eligible Directors, etc. under the Plan who are in office at that time inproportion to their accumulated points, or donated to public interest corporations.

- 25 -

[Overview of the structure of the Trust]

1)
2)
3)
4)

5)
6)

The Company shall obtain a resolution to approve partial amendments to the Plan pursuant to its
continuation at the General Meeting of Shareholder.
The Company shall amend the officer stock benefit rules within the scope of the framework approvedby this General Meeting of Shareholders.
The Company shall entrust additional money within the scope approved by this General Meeting of
Shareholders.
The Trust shall acquire the Company’s shares from the stock market, etc. or through acceptance ofdisposal of the Company’s treasury stock, using the funds contributed in accordance with theprovisions of 3) above.
Voting rights pertaining to the Company’s shares in the Trust shall not be exercised throughout thetrust period.
During the trust period, points shall be awarded to Directors, etc. according to the positions of Eligible
Directors, etc. under the Plan and the degree to which performance targets have been achieved, in
accordance with the provisions of the officer stock benefit rules described in 2) above. The Company’s
shares corresponding to the accumulated number of points awarded shall be delivered to Eligible
Directors, etc. who meet certain beneficiary requirements set forth in the stock benefit rules, such asat the time of retirement.

- 26 -

Proposal 6: Payment of a Directors’ Bonus
Based on a consideration of the financial results for the year ended March 31, 2021, we propose to pay a
total Directors’ bonus of 20 million yen to the five (5) Directors, excluding Outside Directors, incumbent
as of March 31, 2021.
We further propose that determination of the amount of the bonus to be paid to each Director shall bedelegated to the Representative Director and President, based on a resolution of the Board of Directors, inaccordance with the decision policy on the details of compensation, etc. for individual Directors for the
fiscal year (presented on pages 51 through 52 of the Business Report).
The Nomination and Compensation Committee considers this Directors’ bonus appropriate based onan evaluation of the status of business execution and financial results, etc. for the fiscal year ended March
31, 2021.

- 27 -

[Policy on the determination of officers’ compensation]
Compensation shall be designed to emphasize links with financial results and long-term corporate value,and value sharing with shareholders, in order to aim for profitable growth and appropriate shareholder
returns through sound business activities. Compensation shall be designed to maintain accountability andmanagement transparency.
1. Decision process and details of officers’ compensation
The Company has established the Nomination and Compensation Committee as an advisory organ to theBoard of Directors, in order to ensure the transparency and fairness of the decision process for officers’
compensation. The Nomination and Compensation Committee is composed of three (3) members, with amajority of Outside Directors. It is also chaired by an Outside Director, to ensure the objectivity of its
deliberations. It deliberates and makes recommendations on the policy, structure, calculation method, andindividual amounts of officers’ compensation. Compensation for individual Directors is determined by the
Board of Directors within the limits approved by the General Meeting of Shareholders, based on the content
of deliberation and recommendations by the Nomination and Compensation Committee. Compensation for
Audit & Supervisory Board Members is determined through discussion by the Audit & Supervisory Board.
2. Composition and calculation method of officers’ compensation
Compensation for the Company’s officers is composed of a basic salary and short-term performance-linked
compensation, which are paid in cash, and medium- to long-term performance-linked compensation, which
is non-cash compensation.
(1) Basic salary
A basic salary is paid monthly to all the Company’s Directors in a fixed amount, according to role.
(2) Short-term performance-linked compensation
Short-term performance-linked compensation is paid to Directors who are not Outside Directors. It is
calculated by multiplying the basic salary by a scaling factor depending on the financial results for a single
fiscal year. A portion is paid monthly, and the rest as a lump sum. The portion paid monthly is calculated
by multiplying the amount of the basic salary by a factor (from 0% to 70%) depending on the degree towhich consolidated operating profit targets have been achieved. The portion paid as a lump sum is paid
conditional upon increases in each of consolidated operating profit, consolidated ordinary profit, andconsolidate profit exceeding the previous fiscal year’s levels. It is calculated by multiplying the amount ofmonthly basic salary by a factor (from 25% to 400%) depending on the amount by which consolidated
operating profit targets have been exceeded.
(3) Medium- to long-term performance-linked compensation
Medium- to long-term performance-linked compensation for Directors excluding Outside Directors isbased on the annual vesting of beneficiary rights in a trust that is not a money trust (a share delivery trust)- 28 -

and is paid at retirement, in the form of shares and money. Directors who fulfill the requirements on
retirement and other matters receive shares of the Company and money in accordance with the number ofpoints received. Points are awarded based on the position of each Director and the degree to which
performance targets have been achieved. Stock compensation is based on consolidated results, including
subsidiaries from the perspective of “Group management,” and varies in a range from 0% to 200%
according to the degree to which the consolidated net sales targets in the medium-term management plan
have been achieved, and the degree to which the inventory loss ratio has been reduced, as a sustainability
assessment. The Company has established a system whereby vested rights pertaining to shares for which
delivery is planned based on points can be confiscated (malus) from eligible Directors who commit serious
acts of dishonesty or infraction, etc.
3. Proportion of each form of compensation
The relative proportion of the amounts of each form of compensation varies according to the degree towhich performance targets have been achieved, but if targets are met, then the proportion of basic salary
to short-term performance-linked compensation to medium- to long-term performance-linked
compensation is designed to be approximately 5 to 4 to 1. Compensation for Outside Directors and Audit& Supervisory Board Members consists only of a fixed salary, in view of their roles and independence.
4. Compensation limits
Cash compensation for Directors not exceeding 350 million yen per annum was approved at the Company’s
43rd Annual General Meeting of Shareholders. This does not include compensation paid to Directors
concurrently serving as employees in their capacity as employees. At the 73rd Annual General Meeting of
Shareholders, it is planned to obtain approval for a compensation limit for Directors of 198 million yen(including up to 60 million yen for the Company’s Directors) over three fiscal years as funds to acquire
shares, in addition to the cash compensation limit above.

- 29 -