This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy
between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for thistranslation or for direct, indirect or any other forms of damages arising from the translation.

Securities Code 8198
May 2, 2024
To Those Shareholders with Voting Rights
Masaaki Tsukurimichi
President, Representative Director
Maxvalu Tokai Co., Ltd.
1295-1 Sasagase-cho, Chuo-ku,
Hamamatsu-shi, Shizuoka Prefecture

NOTICE OF THE 62ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 62nd Ordinary General Meeting of Shareholders of Maxvalu Tokai Co.,
Ltd. (the “Company”). The meeting will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (information for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on each of the websites below. Please access either one of the websites by using the internet address
shown below to review the information.
The Company’s website:
https://www.mv-tokai.co.jp/ir/(in Japanese)(To access the information, access the website by using the internet address shown above, click “IR Library,” click“Notice of Convocation,” and then click “List” from the menu.)
Website on which reference documents for the general meeting of shareholders are posted:
https://d.sokai.jp/8198/teiji/(in Japanese)
If you attend the meeting, please submit the Voting Rights Exercise Form sent out with this notice at thereception desk on arrival at the meeting. If you are unable to attend the meeting, you can exercise your voting
rights by mail or via the internet. Please review the Reference Documents for the General Meeting of
Shareholders, and exercise your voting rights by Wednesday, May 22, 2024 at 6:00 p.m.
1. Date and Time:
2. Place:
3. Agenda of the Meeting:
Matters to be reported:

Thursday, May 23, 2024 at 10:00 a.m.
Hotel Crown Palais Hamamatsu, 4F, Large Banquet Hall “Fuyo-no-ma”
110-17 Itaya machi, Chuo-ku, Hamamatsu-shi, Shizuoka Prefecture1.

Business Report, Consolidated Financial Statements, and results of audits by the
Independent Auditor and by the Board of Corporate Auditors of theConsolidated Financial Statements for the 62nd Fiscal Year (from March 1,2023 to February 29, 2024)
2. Non-consolidated Financial Statements for the 62nd Fiscal Year (from March
1, 2023 to February 29, 2024)

Proposals to be resolved:
Proposal: Election of Eight Directors
4. Matters Decided upon Convocation (Information on Exercise of Voting Rights)(1) If neither approval nor disapproval of the proposal is indicated on the voting form, the Company will deem
1that you indicated your approval of the proposal.
(2) If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed
effective.
(3) Please note that your online vote will prevail should you exercise your voting rights both via the Internet
and in writing (by post) regardless of the arrival date and time.
For those attending, please present the Voting Rights Exercise Form sent out with this notice at the reception desk
on arrival at the meeting.
If revisions to the information subject to measures for electronic provision arise, a notice of the revisions and thedetails of the information before and after the revisions will be posted on each of the aforementioned websites.
Paper-based documents stating information for which measures for providing information in electronic format are
to be taken will be delivered to shareholders who have made a request for the delivery of such documents. Note that,in accordance with laws and regulations and the provisions of Article 15 of the Company’s Articles of Incorporation,
the following information is excluded from the paper-based documents.
・Notes to the Consolidated Financial Statements, and Notes to the Non-consolidated Financial Statements.
Accordingly, the Consolidated Financial Statements and the Non-consolidated Financial Statements presented in
the paper-based documents constitute part of the documents subject to audit by the Independent Auditor and by the
Corporate Auditors when preparing their respective audit reports.
No souvenirs will be provided to shareholders who attend the General Meeting of Shareholders. We greatly
appreciate your understanding.
A video of this General Meeting of Shareholders will be uploaded after the conclusion of the meeting. For details,
please refer to the instructions sent out with this Notice.

2

Reference Documents for the General Meeting of Shareholders
Proposal:
Election of Eight Directors
The terms of office of all eight Directors will expire at the conclusion of the meeting. Accordingly, election of thefollowing eight Directors, including three External Directors, is proposed.
The candidates for Directors are as follows:■The List of Candidates

No.

Name

Current positions and responsibilities at the Company (*)

Record ofattendance atthe 62nd fiscal
year Board of
Directors’
meetings

1

Keiji Kamio

Director and Chairman

Reelection

18/18

2

Masaaki
Tsukurimichi

President, Representative Director,
concurrently serving as Chief
Executive Officer

Reelection

18/18

Yoshihiko Nikami

Director, concurrently serving as
Executive Officer
General Manager of Human Resourcesand General Affairs Headquarters

Reelection

18/18

4

Satoshi Saito

Director, concurrently serving as
Executive Officer
General Manager of Business
Management Headquarters

Reelection

18/18

5

Yoshihiko Kubota

Executive Officer
General Manager of Sales
Headquarters

New Candidate

6

Kensuke Yabe

External Director

Reelection

External

Independent

18/18

7

Takeki Kajimoto

External Director

Reelection

External

Independent

18/18

8

Yumiko Ashiwa

External Director

Reelection

External

Independent

18/18

3

–

* The positions and responsibilities of the candidates stated above are as of May 2, 2024
External Candidate for External Director

Independent

Candidate for independent officer to be notified to the Tokyo Stock Exchange

31 Keiji Kamio
Date of birth

Career summary, positions,
responsibilities andsignificant concurrent
positionsReason for the election ofcandidate for Director

Reelection

July 11, 1957

Number of shares of the Company held

39,450March 1980

Joined the Company

February 1998

General Manager of Sales Coordination Department

September 2001

Store Manager of Hachimancho store

March 2003

Manager responsible for daily operations of Merchandise Management
Department

March 2004

General Manager of Store Management Headquarters

May 2004

Director

September 2006

General Manager of Merchandise Management Headquarters

May 2008

Managing Director

March 2009

General Manager of Staples Management Headquarters

March 2011

Responsible for Sales, concurrently serving as General Manager ofMerchandise Management Headquarters

May 2011

General Manager of Merchandise Management Headquarters

May 2013

President, Representative Director

May 2019

Chief Executive Officer

March 2022

Executive Officer responsible for Supermarket Business of AEON CO.,LTD. (current position)

May 2022

Director of MINISTOP Co., Ltd. (current position)

May 2022

Director and Chairman of the Company (current position)

May 2023

Director of FUJI CO., LTD. (current position)

Mr. Keiji Kamio has been involved in management of the Company over many years, and hasabundant experience and broad insight accumulated through his management career and can be
expected to effectively strengthen the decision-making functions and the supervisory functions of
the Board of Directors. The Company has judged that he is a person that will contribute to theCompany’s sustainable growth and improvement of corporate value over the medium to long term,and proposes his continued election as Director of the Company.

42 Masaaki Tsukurimichi
Date of birth

Career summary, positions,
responsibilities andsignificant concurrent
positionsReason for the election ofcandidate for Director

June 27, 1969

Reelection

Number of shares of the Company held

11,513

March 1992

Joined Hokuriku Jusco Co., Ltd. (currently AEON CO., LTD.)

March 2013

General Manager of Sales Department II of Maxvalu Chubu Co., Ltd.
(currently the Company)

March 2014

General Manager of Sales Department III and IV, Sales Headquarters ofMaxvalu Chubu Co., Ltd. (currently the Company)

September 2014

Deputy General Manager of Sales Headquarters, concurrently serving as
Supervisor responsible for Operational Reform of Maxvalu Chubu Co., Ltd.
(currently the Company)

March 2015

General Manager of Merchandise Headquarters of Maxvalu Chubu Co., Ltd.
(currently the Company)

May 2015

Director, concurrently serving as Executive Officer of Maxvalu Chubu Co.,
Ltd. (currently the Company)

September 2017

General Manager of Maxvalu Business Headquarters of Maxvalu Chubu
Co., Ltd. (currently the Company)

September 2019

Director of the Company

September 2019

Executive Officer

September 2019

General Manager of Merchandise Headquarters

May 2022

President, Representative Director (current position)

May 2022

Chief Executive Officer (current position)

Mr. Masaaki Tsukurimichi has fulfilled his responsibility for determining important matters as
President, Representative Director and performed an appropriate role in the operation of the Boardof Directors as chairman of the Board of Directors, based on his past abundant experience andbroad insight accumulated through his management career. The Company has judged that he is aperson that will contribute to the Company’s sustainable growth and improvement of corporate
value over the medium to long term, and proposes his continued election as Director of theCompany.

5

3 Yoshihiko Nikami
Date of birth

Career summary, positions,
responsibilities andsignificant concurrent
positionsReason for the election ofcandidate for Director

Reelection

July 29, 1968

Career summary, positions,
responsibilities andsignificant concurrent
positionsReason for the election ofcandidate for Director

3,300

March 1992

Joined Jusco Co., Ltd. (currently AEON CO., LTD.)May 2008

Manager of BS Operation Department of Jusco Co., Ltd. (currently AEON
CO., LTD.)

August 2009Manager of BS Operation Department of Aeon Integrated Business Service
Co., Ltd.

September 2011

Leader of New Human Resource System Establishment Project of Group
Human Resources Department of AEON CO., LTD.

April 2016

General Manager of BS Operation Department of Aeon Integrated Business
Service Co., Ltd.

March 2020

Executive Officer of the Company (current position)

March 2020

General Manager of Human Resources and General Affairs Headquarters(current position)

May 2020

Director (current position)

Mr. Yoshihiko Nikami has served appropriately as the person responsible for human resources andgeneral affairs, and has abundant experience and broad insight accumulated through his
management career and can be expected to effectively strengthen the decision-making functions
and the supervisory functions of the Board of Directors. The Company has judged that he is aperson that will contribute to the Company’s sustainable growth and improvement of corporate
value over the medium to long term, and proposes his continued election as Director of theCompany.

4 Satoshi Saito
Date of birth

Number of shares of the Company held

Reelection

January 6, 1975

Number of shares of the Company held

1,300

April 1997

Joined HAC Kimisawa Co., Ltd. (currently WELCIA YAKKYOKU CO.,LTD.)

June 2013

General Manager of Coordination Department of Merchandise Management
Headquarters of the Company

March 2016

General Manager of Marketing Office

September 2019

Deputy General Manager of Business Management Headquarters

March 2022

Executive Officer (current position)

March 2022

General Manager of Business Management Headquarters (current position)

May 2022

Director (current position)

March 2024

General Manager of Store Development Headquarters

Mr. Satoshi Saito has served appropriately as the person responsible for merchandise policy andbusiness management, and has abundant experience and broad insight accumulated through his
management career and can be expected to effectively strengthen the decision-making functions
and the supervisory functions of the Board of Directors. The Company has judged that he is aperson that will contribute to the Company’s sustainable growth and improvement of corporate
value over the medium to long term, and proposes his continued election as Director of theCompany.

65 Yoshihiko Kubota
Date of birth

Career summary, positions,
responsibilities andsignificant concurrent
positionsReason for the election ofcandidate for Director

New Candidate

March 3, 1966

Number of shares of the Company held

5,600

November 1988

Joined the Company

July 1999

Store Manager of Tateno store

March 2005

General Manager of Fruit and Vegetable Department of Merchandise
Management Headquarters

March 2007

General Manager of Fresh Product Group Management Department of
Merchandise Management Headquarters

September 2007

General Manager of New Format Business Department

March 2009

General Manager of New Store Promotion Department

March 2010

General Manager of Fresh Fish Department, concurrently serving as General
Manager of Merchandise Department

March 2014

General Manager of Fresh Product Management Headquarters, concurrently
serving as General Manager of Seafood Department

May 2014

Director

March 2015

General Manager of Maxvalu Management Headquarters I

May 2019

Executive Officer (current position)

September 2019

General Manager of Business Department IV of Sales Headquarters

March 2021

General Manager of Business Department II of Sales Headquarters

March 2024

General Manager of Sales Headquarters (current position)

Mr. Yoshihiko Kubota has served as the person responsible for merchandise policy, new format
development and sales, and has abundant experience and broad insight accumulated through his
management career and can be expected to effectively strengthen the decision-making functions
and the supervisory functions of the Board of Directors. The Company has judged that he is aperson that will contribute to the Company’s sustainable growth and improvement of corporate
value over the medium to long term, and proposes his new election as Director of the Company.

7

6 Kensuke Yabe

Reelection

Candidate for External Director
Candidate for independent officer

Date of birth

Career summary, positions,
responsibilities andsignificant concurrent
positionsReason for the election ofcandidate for External
Director and outline of
expected roles

December 16, 1972

Number of shares of the Company held

100

April 1997

Joined Sanwa Research Institute Corp. (currently Mitsubishi UFJ Researchand Consulting Co., Ltd.)

July 1999

Consultant of Sanwa Research Institute Corp. (currently Mitsubishi UFJ
Research and Consulting Co., Ltd.)

January 2002

Senior Consultant of Roland Berger Ltd.

January 2003

Project Manager of Roland Berger Ltd.

April 2008

Associate Professor of Faculty of Accounting and Finance of Nagoya
University of Commerce & Business

April 2010

Professor of Faculty of Commerce of Nagoya University of Commerce &Business

April 2011

Associate Professor of School of Management of Chukyo University

April 2016

Professor of School of Management of Chukyo University

May 2018

External Director of Maxvalu Chubu Co., Ltd. (currently the Company)

September 2019

External Director of the Company (current position)

April 2020

Professor of School of Global Studies of Chukyo University (current
position)

April 2023

Assistant to President of Chukyo University (current position)

April 2023

Executive Officer of UMEMURA Educational Institutions (current position)

Mr. Kensuke Yabe has been engaged in management consulting, including establishingmanagement strategies and supporting the formulation of medium-term management plans forcorporations, and has been serving as a university professor thereafter. Since assuming office as anExternal Director of the Company in September 2019, he has appropriately carried out his role andresponsibilities in undertaking highly effective supervision of the Company’s management basedon his abundant academic experience and broad insight. The Company thus proposes his continued
election as External Director. Despite his lack of experience in the area of company management
other than as External Officer of the Company, the Company has judged that he can be expected tofulfill his responsibilities as External Director due to the reasons stated above. His term of office as
an External Director will be four years and nine months at the conclusion of this General Meetingof Shareholders.

87 Takeki Kajimoto

Reelection

Candidate for External Director
Candidate for independent officer

Date of birth

Career summary, positions,
responsibilities andsignificant concurrent
positionsReason for the election ofcandidate for External
Director and outline of
expected roles

May 14, 1957

Number of shares of the Company held

0March 1981

Joined Kajimoto Machine Industry Co., Ltd. (currently K•E Corporation
Co., Ltd)

July 1989

Director of Kajimoto Machine Industry Co., Ltd. (currently K•E Corporation
Co., Ltd)

July 1993

Senior Managing Director of K•E Corporation Co., Ltd

July 1995

Representative Director and President of K•E Corporation Co., Ltd

April 2012

Representative Director and President of KE•OS Machinery Co., Ltd

June 2017

Director of KE•OS Machinery Co., Ltd (current position)

May 2021

External Director of the Company (current position)

June 2021

Representative Director and Chairman of K•E Corporation Co., Ltd

June 2023

Chairman of K•E Corporation Co., Ltd (current position)

Mr. Takeki Kajimoto has been engaged in the management of K•E Corporation Co., Ltd as amember of its founding family over many years. Since assuming office as an External Director of
the Company in May 2021, he has appropriately carried out his role and responsibilities inundertaking highly effective supervision of the Company’s management based on his abundant
experience and broad insight as a corporate manager. The Company thus proposes his continued
election as External Director. His term of office as an External Director will be three years at theconclusion of this General Meeting of Shareholders.

8 Yumiko Ashiwa

Reelection

Candidate for External Director
Candidate for independent officer

Date of birth

Career summary, positions,
responsibilities andsignificant concurrent
positions

April 1, 1959

Number of shares of the Company held

0

September 1990

Registered as a tax accountant (Tokai Certified Public Tax Accountants’
Association) and joined Ashiwa Accounting Office

January 2013

Representative of Ashiwa Accounting Office (current position)

June 2014

Auditor (part-time) of Shizuoka Prefecture Association of Shinkin Banks(current position)

February 2015

Committee member of Shizuoka City Shizuoka hospital evaluation
Committee

March 2016

Outside Director of TriIs Incorporated

January 2018

Representative Director and President of Bloom Corporation (current
position)

June 2020

Auditor (part-time) of THE SEISHIN SHINKIN BANK (current position)

May 2021

External Director of the Company (current position)

June 2021

Non-executive Director of Murakami Corporation (current position)

May 2022

Auditor (part-time) of Shizuoka Employers’ Association (current position)

Ms. Yumiko Ashiwa has been active as a tax accountant over many years. She has been engaged in
the management of Bloom Corporation with the purpose of developing human resources as its
Reason for the election ofrepresentative. Since assuming office as an External Director of the Company in May 2021, she has
candidate for External
appropriately carried out her role and responsibilities in undertaking highly effective supervision of
Director and outline of
the Company’s management based on her abundant experience and broad insight. The Company
expected roles
thus proposes her continued election as External Director. Her term of office as an External
Director will be three years at the conclusion of this General Meeting of Shareholders.
(Notes) 1. There is no conflict of interest between the Company and any of the candidates for Director.

92. The “Career summary, positions, responsibilities and significant concurrent positions” of each candidate for Director
includes positions and responsibilities that they still have or had in the previous ten years in relation to the execution ofduties at AEON CO., LTD., the parent company of the Company, as well as its subsidiaries.
3. The Company has concluded a contract with Mr. Kensuke Yabe, Mr. Takeki Kajimoto and Ms. Yumiko Ashiwa to limit
their liability for damages stipulated in Article 423, Paragraph (1) of the Companies Act. The limitation of liability fordamages under the contract shall be the higher of either 5 million yen or the minimum liability amount prescribed by laws
and regulations, and in the event that their reelection is approved, the Company plans to continue with said contract.
4. The Company has filed a required notification to the Tokyo Stock Exchange for appointing Mr. Kensuke Yabe, Mr. Takeki
Kajimoto and Ms. Yumiko Ashiwa as its independent officers. In the event that they are reelected, the Company plans tocontinue to file said notification for independent officers.
5. The Company’s parent company AEON CO., LTD. has entered into a directors and officers liability insurance policy withan insurance company with all Directors of the Group companies as insureds as provided for in Article 430-3, paragraph (1)of the Companies Act, and the Company pays its share of the insurance premiums as one of those companies.
This policy is expected to continue and be renewed going forward. If each candidate for Director is elected and assumes
office as Director, they will be insureds under this policy. This policy covers losses, such as damages and litigation
expenses incurred by the insureds for liability for damages of Directors toward third parties or the Company, but does notcover them if caused by intent or gross negligence.

10

<Board of Directors’ Policies for Nominating Candidates for Director and Corporate Auditor>(1) Candidates for Director are proposed by the President, Representative Director in accordance with the following
requirements and determined at the Board of Directors’ meeting.
1) Individuals who are familiar with the corporate philosophy and management policies of the Company.
2) Individuals with knowledge and experience required to deliberate proposals at the Board of Directors
meetings, or with expertise required to exercise management supervision functions.
3) Individuals with a keen managerial sense and leadership.
4) Individuals with appropriate personalities and insights as Director and in good health both physically andmentally.
(2) Candidates for Corporate Auditor are proposed by the President, Representative Director in accordance with thefollowing requirements and determined at the Board of Directors’ meeting after deliberating and obtaining
consent of the Board of Corporate Auditors.
1) Individuals who possess a wealth of knowledge and experience in various fields and with considerable
knowledge of accounting shall be nominated as at least one of the Corporate Auditors.
2) Individuals who are capable of executing audits from a neutral and objective perspective to secure thesoundness and transparency for management.
3) Individuals who are capable of securing effectiveness of compliance and corporate governance.
<Standards for Independence of External Officers>
Maxvalu Tokai Co., Ltd. (hereinafter, the “Company”) believes that it is desirable that its External Officers (External
Directors and External Corporate Auditors) are sufficiently independent in order to secure objectivity and transparency
required to maintain appropriate governance of the Company.
The Company hereby stipulates the standard of independence of its External Officers (including candidates). If its
External Officers (including candidates) come under any of the following items, the Company deems that the sufficient
independence from the Company is not secured.
(1) An executive of the Company or a subsidiary and associates of the Company (Note 1).
(2) A shareholder or an executive thereof with 10% or more of the voting rights of the Company.
(3) An executive of a company, etc., that comes under any of the following:
1) A major business partner of the Company (Note 2).
2) A major lender of the Company (Note 3).
3) A shareholder with 10% or more of the shares as based on the voting rights of the Company.
(4) A certified public accountant who belongs to an audit cooperation that serves as Independent Auditor of theCompany.
(5) A business consultant, certified public accountant, licensed tax accountant, lawyer, judicial clerk, patent
attorney or any other specialist who has received a large sum of money (Note 4) or other properties from theCompany, or in the case of a corporate entity, association or any other types of entity, a person who belongs tothe entity in question.
(6) A payee of a large (Note 4) donation from the Company.
(7) A person who is coming from a company which has a relationship of interlocking executives (Note 5) with theCompany.
(8) A person who has a close relative (Note 6) who falls under any of items (1) through (7) above (limited tosignificant executives who execute duties (Note 7), excluding (4) and (5)).
(9) A person who has recently come under any of the foregoing items from (2) through (8).
(10) Notwithstanding the foregoing items, any person who is deemed to have conflict of interest with the Company
for special reasons.
Notes:
1. An executing person means a person who currently belongs to and serves as Executive Director, Officer,
Executive Officer and any other similar positions thereto, as well as an employee (collectively, “an executive”
under this standard) or executing person who has belonged to the Group in the past ten years.
2. A major business partner means a supplier of products, etc., that constitute a considerable portion of the sales,
etc. of the Company, or a business partner whose sales to the Company constitute a substantial portion of thesales of that certain company.
3. A major lender means an institution from which the Company borrows money, with a loan balance that
constitutes a considerable portion of the total assets at the fiscal year-end of the Company.
4. A large sum of money means money with an aggregate amount of 10 million yen or more for the immediately
preceding fiscal year.
11

5.
6.
7.

A relationship of interlocking executives refers to a case where the Company’s executive is serving concurrently
as an external officer of another company, and such an executive of another company is serving as an External
Officer of the Company.
A relative means a spouse or relative within the second degree of kinship.
A significant executive means Director, Officer, Executive Officer, and an executive occupying a position
higher than general manager, or an executive with similar authority thereto.
<Views on Balance, Diversity and Scale of the Board of Directors as a Whole>

In order to ensure effectiveness of independent and objective supervision of the management by the Board of
Directors, one-third of Directors shall be independent External Directors, and in order to appropriately carry out
oversight and supervision of the execution of duties of the Board of Directors and Directors, the Company shall be acompany with a Board of Corporate Auditors in which at least half of the members are External Corporate Auditors.
Internal Directors shall consist of personnel who not only possess “achievements, decisiveness, the ability to executeand a sense of balance,” which are important elements for management, but also abundant knowledge and experience
regarding sales, merchandise, finance, human resources, store development, governance, etc.
Furthermore, External Directors comprise personnel who possess the necessary elements for the Company tocontinue sound management, such as people with applied experience possessing abundant management experience,
professionals in the fields of accounting, finance, legal affairs, etc., and people with academic experience, on thepremise of combining diverse knowledge and perspectives while maintaining independence.
Going forward, the Board of Directors, which consists of personnel with these necessary achievements, experienceand skills, will continue to conduct robust deliberations and make swift decisions, and work to realize the Company’s
management strategy.

12