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, 2023
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 75th 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 75th Annual General Meeting of Shareholders of Inageya Co., Ltd. (the“Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures to provide theinformation contained in the Reference Documents for the General Meeting of Shareholders (Items forElectronic Provision) electronically. Please access each website below to view this information.
The Company’s website
https://www.inageya.co.jp/ir/holder/notice.html (Japanese only)
Tokyo Stock Exchange website (TSE Listed Company Information service)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above, enter ”Inageya” in the issue name (company name) or “8182” in the securities
code field, select “Basic Information,” “Documents for Public Inspection” from “Documents for Public
Inspection/PR Information,“ then “Notice of General Shareholders Meeting /Informational Materials for a
General Shareholders Meeting” to view.
Please review the attached Reference Documents for the General Meeting of Shareholders listed in theitems for electronic provision, and exercise your voting rights.
1. Date and Time:Thursday, June 22, 2023 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 75th Fiscal Year (April 1, 2022 - March 31, 2023) andresults of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements-1-2. Non-consolidated Financial Statements for the Company’s 75th Fiscal
Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Ten (10) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:In the event of any modifications to the items for electronic provision, the Company will post themodifications on the respective websites.
In accordance with the amendment to the Companies Act, in principle, shareholders can access theabove website to view items for electronic provision, therefore only shareholders who have made arequest for delivery by the record date will be sent a written notice. However, at this General
Shareholders' Meeting, regardless of whether a request for delivery of the notice has been made, theCompany will uniformly send a copy containing the items for electronic provision.
Notwithstanding the above, in accordance with provisions of laws and regulations as well as Article
16 of the Company’s Articles of Incorporation the following items for electronic provision are notprovided in the documents attached to this Convocation Notice. Accordingly, a portion of 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 Members and the Accounting Auditor in preparing the Auditor’s Report is included in thisConvocation Notice.
“Matters Regarding Accounting Auditors,” “Matters Regarding Establishment of a System toEnsure the Appropriateness of Business Activities” and the “Policy on Determining the Dividendsof Surplus, etc.” in the Business Report; “Consolidated Statement of Changes in Equity” and“Notes to Consolidated Financial Statements” of the consolidated financial statements; “Nonconsolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial
Statements” of the non-consolidated financial statements.

-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
7.50 yen per share of common stock of the Company for a total amount of 348,259,890 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 23, 2023

-3-

Proposal 2:

Election of Ten (10) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, the Company proposes to increase the number of Directors by one (1) in order tostrengthen the management structure, and requests the election of ten (10) Directors.
The candidates for Director are as follows:

No.

1

Name

Yoshikazu Motosugi[Reappointment]

2

Kazushige Hamura[Reappointment]

3

Makoto Sugaya[Reappointment]

4
5Kazuhiko
Shimamoto
Masato Moriya

Current positions and responsibilities
at the Company

Representative Director and PresidentManaging Director
In charge of Compliance; Human Resources;
General Affairs; Finance; Store
Development; Information Systems
Director
In charge of Store Reform; General Manager
of Sales Division[Reappointment]-[New appointment]

System Advisor, Information Systems
6 Shigeru Nakabayashi [New appointment]
Division[Reappointment]
7
Shinya Watanabe[Outside]
Outside Director[Independent][Reappointment]
8
Shuichi Otani[Outside]
Outside Director[Independent][Reappointment]
9
Yaeko Ishida[Outside]
Outside Director[Independent][New appointment]
10 Hiroyuki Watanabe[Outside][New appointment] Candidate for new appointment as Director[Reappointment] Candidate for reappointment as Director[Outside] Candidate for Outside Director[Independent] Independent director stipulated by the rules of stock exchanges, etc.

Attendanceat theBoard ofDirectors
meetings
18/18(100%)
18/18(100%)
18/18(100%)
17/18
(94%)
17/18
(94%)
17/18
(94%)
-

(Note) The Company’s Decision Policy on Nominations and the distribution of Directors’ major knowledge,
experience, ability, etc. after the meeting are described on pages 18 through 20.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1986
June 2011
October 2012

Yoshikazu Motosugi(March 20, 1964)
1[Reappointment]

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

Number of sharesof the Company
held

5,800

[Significant concurrent positions]
None[Attendance at the Boardof Directors meetings]
18/18(100%)[Reason for nomination as a candidate for Director]
As the Company’s Representative Director and President, Mr. Yoshikazu Motosugi is responsible for leading and managing
our entire Group with the aim of contributing to society as a useful business to the region. He is well versed in all aspects ofbusinesses and suitably fulfils his role in decision-making on important matters, supervising business execution, etc. 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.
There is no special interest between the candidate and the Company.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
April 2008
January 2011
October 2011
January 2015
August 2017
August 2019
October 2019
June 2020

December 2020
Kazushige Hamura(January 16, 1964)
2[Reappointment][Attendance at the Boardof Directors meetings]
18/18(100%)

February 2021
April 2021

June 2021

April 2022
October 2022

Joined the Kyowa Bank, Ltd. (currently Resona Bank,
Limited)General Manager of Customer Service Division, Akishima
Branch, Resona Bank, Limited
Senior Auditor of Internal Audit Division
General Manager of Sales Division III, Shinjuku BranchCompliance Officer of Compliance Division and Advisorof Sales Support Division
Seconded to the Company
Joined the Company
Executive Officer of the Company; In charge of IR; incharge of Finance; and General Manager of Finance
Division
Director
General Manager of Administrative Headquarters; incharge of IR; in charge of Finance; and General Manager
of Finance Division
General Manager of Administrative Headquarters; incharge of IR; in charge of Finance; in charge ofCompliance; and General Manager of Finance Division
General Manager of Administrative Headquarters; incharge of IR; in charge of Finance; and in charge ofCompliance
General Manager of Administrative Headquarters; incharge of IR; in charge of Finance; in charge ofCompliance; and General Manager of Inageya Group Life
Service Center
Managing Director (to present)
General Manager of Administrative Headquarters; incharge of Compliance; and General Manager of Inageya
Group Life Service Center
General Manager of Administrative Headquarters; incharge of Compliance
In charge of Compliance; Human Resources; General
Affairs; Finance; Store Development; Information Systems(to present)

Number of sharesof the Company
held

4,080

[Significant concurrent positions]
None[Reason for nomination as a candidate for Director]
Mr. Kazushige Hamura has abundant experience and a high level of insight in financial institution operations and, asManaging Director, is responsible for managing the Company with the aim of contributing to society as a useful business to
the region. He is particularly well versed in compliance awareness-raising and guidance as well as strengthening corporate
governance, and suitably fulfils his role in decision-making on important matters, supervising business execution, etc. 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.
There is no special interest between the candidate and the Company.

-6-

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 20193

Makoto Sugaya(December 6, 1969)

June 2019
October 2019
June 2020[Reappointment]

June 2021[Attendance at the Boardof Directors meetings]
18/18(100%)

October 2022

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
In charge of Store Reform; General Manager of Sales
Division (to present)

Number of sharesof the Company
held

3,468

[Significant concurrent positions]
None[Reason for nomination as a candidate for Director]
Mr. Makoto Sugaya has abundant experience in the operations of the Company’s sales divisions and, as a Director, is
responsible for managing the Company with the aim of contributing to society as a useful business to the region. He suitably
fulfils his role in promoting sales strategy aimed at improving store competitiveness, decision-making on important mattersand the supervision of business execution. 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.
There is no special interest between the candidate and the Company.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
July 1981
July 20094

Kazuhiko Shimamoto(April 16, 1961)[Reappointment]

Joined the Company
Executive Officer
General Manager of FM Headquarters
June 2011
Director
General Manager of FM Headquarters
October 2012
General Manager of Sales Headquarters; General Manager
of FM Headquarters
August 2013
General Manager of Sales Headquarters
June 2016
Managing Director
In charge of President’s Office and Diversity; General
Manager of Human Resources Headquarters
June 2017
Senior Executive Director, Welpark Co., Ltd.
November 2019 Representative Director and President (scheduled to retire
June 19, 2023)

Number of sharesof the Company
held

9,000

[Significant concurrent positions]
None[Reason for nomination as a candidate for Director]
Mr. Kazuhiko Shimamoto has abundant business experience in the sales divisions of the Company, and has served as a
Director of the Company since June 2011 and as President and Representative Director of our subsidiary, Welpark Co., Ltd.,
since November 2019. Based on his accomplishments, the Company considers him qualified to promote the Company's
management and sales strategies, therefore renominates him since the previous time in June 2017 as a candidate for the Boardof Directors.
There is no special interest between the candidate and the Company.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
August 2006
July 2009
July 2010
February 2012
June 2013
August 2013
April 2014

5

Masato Moriya(February 24, 1966)[New appointment]

June 2018

July 2018
June 2020
April 2021

Joined the Company
General Manager of Processed Meat Division
General Manager of Sales & Marketing Headquarters
General Manager of Tachikawa-saiwai Store
General Manager of Fresh Fruit & Vegetables
Executive Officer
General Manager of Perishables; Group Manager of Fresh
Fruit & Vegetables
Deputy General Manager of Merchandise Headquarters,
General Manager of Perishables; Group Manager of Fresh
Fruit & Vegetables
General Manager of Sales & Marketing Planning
Headquarters
Senior Executive Officer
General Manager of Sales & Marketing Planning
Headquarters; General Manager of Sales & Marketing
Planning Division; in charge of ESBI Operations
General Manager of Sales Headquarters
Senior Executive Director, SAVIA Corporation
Representative Director and President (scheduled to retire
June 14, 2023)

Number of sharesof the Company
held

2,000

[Significant concurrent positions]
None[Reason for nomination as a candidate for Director]
Mr. Masato Moriya has extensive experience in the Company's product, sales planning, and sales divisions, and has served
as an Executive Officer of the Company since June 2013, a Senior Executive Officer of the Company since June 2018, andas the President and Representative Director of our group subsidiary, SAVIA Corporation, since April 2021. Based on his
accomplishments, the Company nominates him as a new candidate for the Board of Directors as we believe him to be qualified
to promote the Company's product and logistics strategies.
There is no special interest between the candidate and the Company.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
February 2003

6

Shigeru Nakabayashi(January 17, 1966)[New appointment]

Joined Fujitsu Limited
General Manager of the Project Section, No. 1 Logistics
Solutions Dept 1
October 2009
General Manager of Retail Solution Dept. 3, Fujitsu
System Solutions Limited
April 2015
General Manager of the Information Service Department,
Fujitsu Systems East Limited
November 2016 General Manager of the Information Service Department,
Fujitsu Limited
June 2021
Representative Director and President of AB System
Solutions Limited
April 2023
Joined the Company
System Advisor, Information Systems Division (topresent)

Number of sharesof the Company
held0[Significant concurrent positions]
None[Reason for nomination as a candidate for Director]
As a systems engineer for many years, Mr. Shigeru Nakabayashi has been engaged in information system construction
services mainly for the retail industry, and he leverages his extensive business experience and knowledge to provide advice
and guidance regarding the Company's systems. The Company has newly nominated him as a Director candidate as we believe
him to be qualified to strengthen our Information Systems Division and to promote our future DX strategy.
There is no special interest between the candidate 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)[Reappointment][Outside][Independent]

7[Term of Office as
Director]
4 years at the conclusionof this General Meeting[Attendance at the Boardof Directors meetings]
17/18
(94%)

August 2006
August 2006
June 2007
June 2008
June 2019
October 2021

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)

Number of sharesof the Company
held0[Significant concurrent positions]
None[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 helpful advice and supervision, and fulfilled an appropriate roleas Outside Director of the Company. He has also contributed to more transparent and fair management as Chairman of theNomination 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.
There is no special interest between the candidate 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 Officer
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
100

[Reappointment][Outside][Independent]
8

Number of sharesof the Company
held[Term of Office as
Director]
3 years at the conclusionof this General Meeting[Attendance at the Boardof Directors meetings]
17/18
(94%)

[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 helpful 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.
There is no special interest between the candidate and the Company.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
October 2000
October 2000
October 2005
January 2007
April 2016

Yaeko Ishida(August 18, 1970)[Reappointment][Outside][Independent]
9

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 ofTokyo Family Court
June 2019
Outside Audit & Supervisory Board Member of Citizen
Watch Co., Ltd. (to present)
November 2019 Partner of Midorikawa-Kitadai Law Office (to present)
June 2021
Outside Director of the Company (to present)
April 2022
Vice-president of Dai-Ichi Tokyo Bar Association[Significant concurrent positions]
Partner of Midorikawa-Kitadai Law OfficeOutside Audit & Supervisory Board Member of Citizen Watch Co., Ltd.

Number of sharesof the Company
held0[Term of Office as
Director]
2 years at the conclusionof this General Meeting[Attendance at the Boardof Directors meetings]
17/18
(94%)

[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. Although she has never been
involved in corporate management other than as an outside officer, she has actively voiced her opinion at Board of Directors
meetings, provided helpful 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 and Compensation Committee Member. When
promoting the sustainable increase of the Group’s corporate value, her expected role will be to utilize her experience andinsight to provide supervision and advice. The Company has therefore renominated her as an Outside Director candidate.
[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.
There is no special interest between the candidate and the Company.

- 13 -

No.

10

Name
(Date of birth)

Hiroyuki Watanabe(July 17, 1958)[New appointment][Outside]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1982
Joined Isejin Jusco Co., Ltd. (currently AEON CO., LTD.)
September 2003 General Manager, Administration Department, Kanto
Company, Jusco Co., Ltd.
May 2006
Representative Director, AEON Financial Project Co., Ltd.
(currently AEON Bank, Ltd.)
September 2006 Director, Head of Personnel & General Affairs and Public
Relations
April 2008
Director and Managing Executive Officer; in charge of
Personnel Department and General Affairs Department
June 2012
Director and Managing Executive Officer; General
Manager of Administrative Headquarters
November 2012 Director, AEON CREDIT SERVICE CO., LTD. (currently
AEON Financial Service Co., Ltd.)
April 2013
Director; in charge of Personnel & General Affairs, Legal& Compliance
April 2014
Representative Director; Senior Managing Executive
Officer and General Manager of Sales Division, AEON
Bank Co., Ltd
April 2015
President & CEO
June 2017
Executive Vice President, AEON Financial Service Co.,Ltd.
September 2018 Executive Officer, in charge of Human Resources &Administration; Risk Management, AEON CO., LTD.
October 2018
Director, AEON Financial Service Co., Ltd. (to present)
May 2021
Director, AEON DELIGHT CO., LTD. (to present)
March 2022
Executive Vice President, in charge of Human Resources& Administration; Risk Management, AEON CO., LTD.
(to present)

Number of sharesof the Company
held0[Significant concurrent positions]Executive Vice President, AEON CO., LTD.
Director, AEON Financial Service Co., Ltd.
Director, AEON DELIGHT CO., LTD.
[Reason for nomination as a candidate for Outside Director and summary of expected roles]
Mr. Hiroyuki Watanabe has been engaged in management of the retail and finance businesses for many years and has abundant
experience and a high level of insight as a corporate manager. 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 nominated him as an Outside Director candidate.
Special interests between the candidate and the Company.
Mr. Hiroyuki Watanabe is concurrently Executive Vice President, AEON CO., LTD., which is a major shareholder of the Company
and an affiliate company.
Mr. Hiroyuki Watanabe is concurrently Director of AEON DELIGHT CO., LTD., which is a business alliance partner of theCompany.

- 14 -

Notes:1.
Mr. Shinya Watanabe, Mr. Shuichi Otani, Ms. Yaeko Ishida and Mr. Hiroyuki Watanabe are candidates
for Outside Director.
2.
Pursuant to Article 427, Paragraph 1 of the Companies Act and the provisions of the Company’s Articles
of Incorporation, the Company has concluded liability limitation agreements with Mr. Shinya Watanabe,
Mr. Shuichi Otani, and Ms. Yaeko Ishida, which limit their liability for damages stipulated in Article
423, Paragraph 1 of the said Act. If Mr. Hiroyuki Watanabe is elected and assumes his position, theCompany plans to conclude the same liability limitation agreement with him. The maximum amount ofliability for damages under these agreements is the minimum amount of liability set forth in Article 425,
Paragraph 1 of the Companies Act.
3.
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 fromdamages claims related to the execution of his or her duties (except in cases corresponding toexemptions under the insurance contract) to be borne by the insured parties. If the candidates are elected
and assume their positions, they will be covered 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, byresolution of the Board of Directors.
4.
Ms. Yaeko Ishida’s name in her capacity as an attorney-at-law is Yaeko Kitadai.

- 15 -

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

The terms of office of all Mr. Kenichiro Takayanagi will expire at the conclusion of this General Meetingof Shareholders. Accordingly, the election of one (1) Audit & Supervisory Board Member is proposed.
The consent of the Audit & Supervisory Board has been obtained with regard to the submission of this
Proposal.
The candidate for Audit & Supervisory Board Member are as follows:
Name(Date of birth)

Career summary and positions
March 1990
June1999
January 2004
October 2005
February 2009
November 2010
September 2012
August 2013
June 2019

Kenichiro Takayanagi(November 29, 1959)

Joined the Company
General Manager of Suginami-shinkoenji Store
General Manager of Akishima-nakagami Store
Convenient Foods Division
General Manager of Edogawa-harue Store
General Manager of Tachikawa-sakaecho Store
Leader of the Audit OfficeDirector of Audit Office
Audit & Supervisory Board Member (to present)[Significant concurrent positions]
None

Number of sharesof the Company
held

1,708

[Reappointment][Attendance at the Board of
Directors meetings]
18/18(100%)[Attendance at the Audit &Supervisory Board meetings]
16/16(100%)[Reason for nomination as a candidate for Audit & Supervisory Board Member]
Mr. Kenichiro Takayanagi is well versed in store operations, has abundant experience as the Director of the Audit Office, andconducts appropriate audits of all aspects of the Company's operations as an Audit & Supervisory Board Member. The Company
has renominated him as a Director candidate because it considers him as an Audit & Supervisory Board Member because it believes
he will continue conducting effective audits using his experience and knowledge.
There is no special interest between the candidate and the Company.

- 16 -

Notes:1.
Pursuant to Article 427, Paragraph 1 of the Companies Act and the provisions of the Company’s Articles
of Incorporation, the Company has concluded a liability limitation agreement with Mr. Kenichiro
Takayanagi, which limits his liability for damages stipulated in Article 423, Paragraph 1 of the said Act.
The maximum amount of liability for damages under these agreements is the minimum amount ofliability set forth in Article 425, Paragraph 1 of the Companies Act.
2.
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 fromdamages claims related to the execution of his or her duties (except in cases corresponding toexemptions under the insurance contract) to be borne by the insured parties. If the candidate is elected
and assume his positions, he will be covered 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, byresolution of the Board of Directors.

- 17 -

(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 andproper 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

Configuration of the Board of Directors•

The Company selects and nominates members of the Board of Directors with consideration to thebalance of knowledge, experience, ability, diversity, etc. for the Board of Directors overall.

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, andcontribute 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- 18 -

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 -

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○○○○
Motosugi
Kazushige○○○
HamuraMakoto○○SugayaKazuhiko○○○○
Shimamoto
Masato○○○MoriyaShigeru○○○
Nakabayashi
Shinya○○○Watanabe
Shuichi Otani○○○
Yaeko Ishida○
Hiroyuki
○
○
○
○
○
○
Watanabe(Note) The above table does not indicate all knowledge, experience, ability, etc. possessed by eachcandidate.

Reason for selecting the various knowledge, experience, ability, etc. categories
Skill type

ReasonCorporate management

Corporate management skill is selected as a necessary requirement in order toappropriately formulate strategies, allocate management resources and makeimportant decisions based on changes in the business environment.
Industry experience & insight Industry experience & insight skills are selected as necessary requirements inorder to meet the diversified needs of our clients in the retail industry.
Finance & accounting
Finance & accounting skills are selected as necessary requirements to enableaccurate and timely disclosure of information and appropriate businessdecisions.
Legal & risk management
Legal and risk management skills are selected as necessary requirements tostrengthen the governance and compliance of the Group.
HR & personnel development HR & personnel development skills are selected as necessary requirements todevelop human resources to support the growth of the Group.
Information systems & DX
Information systems and DX skills are selected as a necessary requirement topromote operational reforms to cope with the digitalized society and toachieve growth.
Sustainability & ESG
Sustainability and ESG skills are selected as necessary requirements topromote measures for the realization of a sustainable society and the mediumto long-term growth of the Group.

- 20 -