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 3, 2022
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 74th 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 74th Annual General Meeting of Shareholders of Inageya Co., Ltd. (the“Company”) will be held as described below.
With a view to preventing the spread of COVID-19 infection, we encourage shareholders to refrainfrom attending the venue on the day of the meeting as much as possible, and instead exercise their voting
rights in writing or via the Internet in advance. Please review the Reference Documents for the General
Meeting of Shareholders, and exercise your voting rights.
1. Date and Time:Thursday, June 23, 2022 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 74th Fiscal Year (April 1, 2021 - March 31, 2022) 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 74th Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Nine (9) Directors
Proposal 3:

Disclosure on the Internet
 The following documents are posted on the Company’s website in accordance with provisions oflaws and regulations as well as Article 16 of the Company’s Articles of Incorporation and therefore
are not provided in the documents attached to this Convocation Notice. The Business Report that
was audited by the Audit & Supervisory Board Members and the Consolidated Financial Statements
and Non-consolidated Financial Statements that were audited by the Audit & Supervisory Board

-1-



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) ”Matters regarding the Development of Systems to Ensure the Appropriateness of Business
Operations” attached to the Business Report
2) “Consolidated Statement of Changes in Shareholders’ Equity” and “Notes to Consolidated
Financial Statements”
3) “Non-consolidated Statement of Changes in Shareholders’ Equity” and “Notes to Nonconsolidated 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.

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 our consolidated business performance and future business development as well as internal
reserves for increasing our earning power and strengthening our financial strength, and decided that wewould 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
7.50 yen per share of common stock of the Company for a total amount of 348,261,450 yen
The annual dividend for the fiscal year under review, including interim dividends, will be 15.00 yen
per share.
(3) Effective date of distribution of surplus
June 24, 2022

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for General Meetings of Shareholders, the Company’s Articles of Incorporation shall beamended as follows.
(1) The proposed Article 16, Paragraph 1 provides that information contained in the Reference
Documents for the General Meeting of Shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the Reference Documents
for the General Meeting of Shareholders, etc. (Article 16 of the current Articles of Incorporation) will
become unnecessary and shall therefore be deleted.
(4) In line with the above new establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Underlined portions indicate proposed amendments.)
Current Articles of Incorporation
Proposed Amendments(Internet Disclosure and Deemed Provision of(Deleted)
Reference Documents for the General Meeting of
Shareholders, Etc.)
Article 16 The Company may, when convening a
General Meeting of Shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the Reference Documents for the
General Meeting of Shareholders, Business
Report, Non-consolidated Financial Statements
and Consolidated Financial Statements, bydisclosing such information through the internet
in accordance with the provisions provided in
the Ordinance of the Ministry of Justice.
(Newly established)(Measures for Electronic Provision, Etc.)
Article 16 The Company shall, when convening a
General Meeting of Shareholders, provide
information contained in the Reference
Documents for the General Meeting of
Shareholders, etc. electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to besent to shareholders who have requested it by therecord date for voting rights.

-4-Current Articles of Incorporation(Newly established)

Proposed Amendments
Supplementary Provisions
1. The deletion of Article 16 (Internet Disclosure
and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.)of the Articles of Incorporation before
amendments and the new establishment of
Article 16 (Measures for Electronic Provision,Etc.) shall come into effect on September 1,
2022, the date of enforcement of the amended
provisions stipulated in the proviso of Article 1of the supplementary provisions of the Act
Partially Amending the Companies Act (Act No.
70 of 2019) (the “Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 16 (Internet
Disclosure and Deemed Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.) of the Articles ofIncorporation before amendments shall remain
in force with respect to a General Meeting of
Shareholders to be held on a date within six (6)months from the Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six months from the
Effective Date or the lapse of three months fromthe date of the General Meeting of Shareholders
set forth in the preceding paragraph, whicheveris later.

-5-

Proposal 3:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, the election of nine (9) Directors is proposed.
The candidates for Director are as follows:

No.

1

Name

Yoshikazu Motosugi[Reappointment]

2

Kazushige Hamura[Reappointment]

3

Shintaro Kakui[Reappointment]

4

Makoto Sugaya[Reappointment]

5

Mikio Uehara[Reappointment]

Current positions and responsibilities
at the Company

Representative Director and PresidentManaging Director
General Manager of Administrative
Headquarters
In change of ComplianceDirector
Supervising Merchandise and Logistics
Flows Strategy
Director
General Manager of Sales Strategy
Headquarters
Director
General Manager of Group Management
Strategy Headquarters
In charge of IR and Quality Control Office[Reappointment][Outside]
Outside Director[Independent][Reappointment]
7
Shuichi Otani[Outside]
Outside Director[Independent][Reappointment]
8
Yoshitomo Suzuki
Outside Director[Outside][Reappointment]
9
Yaeko Ishida[Outside]
Outside Director[Independent][Reappointment]: Candidate for reappointment as Director[Outside]: Candidate for Outside Director[Independent]: Independent director stipulated by the rules of stock exchanges, etc.
6

Shinya Watanabe

Attendanceat theBoard ofDirectors
meetings
20/20(100%)
20/20(100%)
14/14(100%)
14/14(100%)
13/14
(93%)
20/20
(100%)
19/20
(95%)
13/14
(93%)
14/14
(100%)

Notes:
1.
The results of attendance of Mr. Shintaro Kakui, Mr. Makoto Sugaya, Mr. Mikio Uehara, Mr.
Yoshitomo Suzuki and Ms. Yaeko Ishida at the Board of Directors meetings include only thosemeetings held after their assumption of office on June 24, 2021.
2.
The Company’s Decision Policy on Nominations and the distribution of Directors’ major
knowledge, experience, ability, etc. after the meeting are described on pages 17 through 19.

-6-

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]

5,000[Significant concurrent positions]
None[Attendance at the Boardof Directors meetings]
20/20(100%)[Reason for nomination as a candidate for Director]
Mr. Yoshikazu Motosugi has taken charge of management with an aim to create a company that always serves the community
with its services and thereby contribute to society as Representative Director and President. He is committed to strengthening
the management foundation for growth and has appropriately fulfilled his duties, including decision-making on importantmatters and the supervision of business execution. He is well versed in all aspects of businesses. The Company hasrenominated him as a Director candidate because it considers him as an appropriate talented person to promote the sustainable
increase of the Group’s corporate value by realizing its Management Philosophy.
Note: There is no special interest between Mr. Yoshikazu Motosugi and the Company.

-7-

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
In change of IR; in charge of Finance; and General
October 2019
Manager of Finance Division
Director
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
Managing Director (to present)
June 2021
General Manager of Administrative Headquarters; incharge of Compliance; and General Manager of Inageya
Group Life Service Center
General Manager of Administrative Headquarters; inApril 2022
charge of Compliance (to present)

Number of sharesof the Company
heldApril 1988

Kazushige Hamura(January 16, 1964)
2[Reappointment][Attendance at the Boardof Directors meetings]
20/20(100%)

2,180[Significant concurrent positions]
None[Reason for nomination as a candidate for Director]
Mr. Kazushige Hamura is committed to building a compliance system and strengthening corporate governance as Managing
Director and has appropriately fulfilled his duties, including decision-making on important matters of management and thesupervision of business execution. He has extensive experience at a financial institution and the Company’s administrative
divisions, and possesses a high level of insight. The Company has renominated him as a Director candidate because it
considers him as an appropriate talented person to promote the sustainable increase of the Group’s corporate value by realizing
its Management Philosophy.
Note: There is no special interest between Mr. Kazushige Hamura and the Company.

-8-

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
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
Director (to present)
June 2021
Supervising Merchandise Strategy
Supervising Merchandise and Logistics Flows Strategy (toApril 2022
present)

Number of sharesof the Company
heldApril 1987
January 1997
February 2003
October 2007
November 2010
October 2012

Shintaro Kakui(July 2, 1962)
3[Reappointment][Attendance at the Boardof Directors meetings]
14/14(100%)

2,740[Significant concurrent positions]
None[Reason for nomination as a candidate for Director]
Mr. Shintaro Kakui assumed the position of Director in June 2021, and since then has promoted rebuilding commercial andlogistics flows as Supervising Merchandise Strategy and has appropriately fulfilled his duties, including decision-making onimportant matters of management and the supervision of business execution. He has extensive operational experience inmerchandise and other divisions at the Company. The Company has renominated him as a Director candidate because it
considers him as an appropriate talented person to promote the sustainable increase of the Group’s corporate value by realizing
its Management Philosophy.
Note: There is no special interest between Mr. Shintaro Kakui and the Company.

-9-

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)

June 2019
October 2019
June 2020[Reappointment]

June 2021[Attendance at the Boardof Directors meetings]
14/14(100%)

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
In charge of Human Resources and Division PL
In charge of Human Resources and General Affairs; andGeneral Manager of General Affairs Division
Director (to present)
General Manager of Sales Strategy Headquarters (topresent)

Number of sharesof the Company
held

3,468

[Significant concurrent positions]
None[Reason for nomination as a candidate for Director]
Mr. Makoto Sugaya assumed the position of Director in June 2021, and since then has promoted sales strategy aiming at
improving store competitiveness as General Manager of Sales Strategy Headquarters and has appropriately fulfilled his duties,
including decision-making on important matters of management and the supervision of business execution. He has extensive
operational experience in sales divisions at the Company. The Company has renominated him as a Director candidate because
it considers him as an appropriate talented person to promote the sustainable increase of the Group’s corporate value by
realizing its Management Philosophy.
Note: There is no special interest between Mr. Makoto Sugaya and the Company.

- 10 -

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

Mikio Uehara(December 13, 1961)
5[Reappointment][Attendance at the Boardof Directors meetings]
13/14
(93%)

June 2017
May 2019
June 2021

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 OfficeDirector (to present)
General Manager of Group Management Strategy
Headquarters; in charge of IR and Quality Control Office(to present)

Number of sharesof the Company
held

2,816

[Significant concurrent positions]
None[Reason for nomination as a candidate for Director]
Mr. Mikio Uehara assumed the position of Director in June 2021, and since then has promoted group administration and a
medium-term management plan as General Manager of Group Management Strategy Headquarters and has appropriately
fulfilled his duties, including decision-making on important matters of management and the supervision of business execution.
He has extensive operational experience in merchandise, sales and planning divisions at the Company. The Company hasrenominated him as a Director candidate because it considers him as an appropriate talented person to promote the sustainable
increase of the Group’s corporate value by realizing its Management Philosophy.
Note: There is no special interest between Mr. Mikio Uehara and the Company.

- 11 -

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

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)
Outside Director of NIPPON WELDING ROD CO., LTD.
(to present)[Reappointment][Outside][Independent]

August 2006

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

June 2008
June 2019
October 2021

[Attendance at the Boardof Directors meetings]
20/20(100%)[Significant concurrent positions]
None

June 2007

Number of sharesof the Company
held0[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, and fulfilled an appropriaterole as Outside Director of the Company. He has also contributed to more transparent and fair management as Chairman of
the Nomination and Compensation Committee. When promoting the sustainable increase of the Group’s corporate value, his
expected role will be to utilize his experience and 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.

- 12 -

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]
2 years at the conclusionof this General Meeting[Attendance at the Boardof Directors meetings]
19/20
(95%)
[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, and fulfilled an appropriate role as Outside Director of the Company. He has also contributed to moretransparent and fair management as Nomination and Compensation Committee Member. When promoting the sustainable
increase of the Group’s corporate value, his expected role will be to utilize his experience and 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.

- 13 -

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 Merchandise
April 2011
Yoshitomo Suzuki
Planning Headquarters
November 2011 Senior Executive Director of SANYO MARUNAKA CO.,
(September 14, 1957)
LTD.
President, Representative Director of Maxvalu Chubu Co.,May 2013[Reappointment]
Ltd.
[Outside]
September 2019 Chairman, Representative Director of Maxvalu Tokai Co.,Ltd.
[Term of Office as
President, Representative Director of Aeon Global
May 2020
Director]
Merchandising Co., Ltd. (to present)
1 year at the conclusion of May 2020
Chairman, Representative Director of Cordon Vert Co.,
this General Meeting
LTD. (to present)
In charge of Merchandise Procurement, AEON Co., Ltd.
June 2020[Attendance at the Board(to present)of Directors meetings]
Chairman, Director of Aeon Sports Global Merchandising
May 2021
13/14
Co., Ltd. (retired on May 20, 2022)
Outside Director of the Company (to present)
June 2021(93%)

Number of sharesof the Company
heldApril 1988
March 1999

80[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 as a corporate manager. The Company highly values
his experience and ability. He has actively voiced his opinion at Board of Directors meetings, provided appropriate advice
and supervision, and fulfilled an appropriate role as Outside Director of the Company. When promoting the sustainable
increase of the Group’s corporate value, his expected role will be to utilize his experience and insight to provide supervision
and advice. The Company has therefore renominated him as an Outside Director candidate.
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.

- 14 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number of sharesof the Company
heldRegistered 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
Outside Audit & Supervisory Board Member of Citizen
June 2019
Watch Co., Ltd. (to present)
November 2019 Partner of Midorikawa-Kitadai Law Office (to present)
Outside Director of the Company (to present)
June 2021
Vice-president of Dai-Ichi Tokyo Bar Association (toApril 2022
present)
October 2000
October 2000
October 2005
January 2007
April 2016

Yaeko Ishida(August 18, 1970)[Reappointment][Outside][Independent]

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

0

[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]
Ms. Yaeko Ishida has abundant experience and a high level of insight as an attorney-at-law. She has actively voiced her
opinion at Board of Directors meetings, provided appropriate advice and supervision, and fulfilled an appropriate role as
Outside Director of the Company. She has also contributed to more transparent and fair management as Nomination andCompensation Committee Member. When promoting the sustainable increase of the Group’s corporate value, her expectedrole will be to utilize her experience and insight to provide supervision and advice. The Company has therefore renominatedher as an Outside Director candidate.
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]
The Company has designated 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 with general 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.

- 15 -

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, Mr. Shuichi Otani, Mr. Yoshitomo Suzuki and Ms.
Yaeko Ishida, which limit their liability for damages stipulated in Article 423, Paragraph 1 ofthe said Act.
 These agreements will be continued if Mr. Shinya Watanabe, Mr. Shuichi Otani, Mr.
Yoshitomo Suzuki and Ms. Yaeko Ishida are reappointed 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 Contract
 Pursuant to Article 430-3, Paragraph 1 of the Companies Act, the Company has concluded a
directors and officers liability insurance contract with an insurance company, to cover losses
arising from damages claims related to the execution of his or her duties (except in cases
corresponding to exemptions under the insurance contract) to be borne by the insured parties.
 Each Director candidate who is reappointed and assumes office will be included among theinsured 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.

- 16 -

(Reference)[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 through the establishment of high corporate ethics



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- 17 -

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- 18 -

The distribution of Directors’ major knowledge, experience, ability, etc.
Name

Corporate
management

Industry
experience& insight

Finance &accounting

Legal & risk
management

HR &personnel
development

Information
systems &DX

Sustainability& ESG

Yoshikazu〇〇〇
Motosugi
Kazushige〇〇〇
HamuraShintaro〇
Kakui
Makoto〇〇SugayaMikio〇〇
UeharaShinya〇〇Watanabe
Shuichi〇〇
Otani
Yoshitomo〇〇
Suzuki
Yaeko〇
Ishida(Note) The above table does not indicate all insight and experience possessed by each candidate.

- 19 -