Note: 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.

(Securities Code: 8194)
May 7, 2024
To our shareholders:
Takaharu Iwasaki, Representative Director and President
LIFE CORPORATION
2-2-22, Nishimiyahara, Yodogawa-ku, Osaka

Notice of the 69th General Meeting of Shareholders
We are pleased to announce the 69th Annual General Meeting of Shareholders of LIFE CORPORATION (the“Company”) to be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing the mattersdescribed below that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc.
(matters for which measures for providing information in electronic format) in electronic format, and posts this oneach of the following websites. Please access either of those websites using the internet to review the information.
The Company’s website
http://www.lifecorp.jp/company/ir/procedure.html (in Japanese)
Listed Company Searchhttps://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the TSE website shown above and search by entering “LIFE CORPORATION” in the “Issue name(company name)” or the Company’s securities code “8194” in the “Code” and search, select “Basic information”
followed by “Documents for public inspection/PR information” and review the information from the “Notice ofGeneral Shareholders Meeting/Information Materials for a General Shareholder Meeting” under “Filed information
available for public inspection.”
Website available to find the information other than those indicated above
https://d.sokai.jp/8194/teiji/ (in Japanese)
If you will not be attending the meeting in person, you may exercise your voting rights via the internet or in writing(postal mail). Please review the Reference Documents for the General Meeting of Shareholders, follow thesubsequent “Guide to Exercising Voting Rights” (in Japanese only), and exercise your voting rights by 6:00 p.m. on
Wednesday, May 22, 2024 (JST).

-1-1. Date and Time: Thursday, May 23, 2024, at 10:00 a.m. (JST)
2. Venue:

Large conference room, 1st floor of the Osaka Headquarters of the Company
2-2-22, Nishimiyahara, Yodogawa-ku, Osaka

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 69th fiscal year (from March 1,2023 to February 29, 2024), and the audit results of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Corporate Auditors
2. The Non-consolidated Financial Statements for the 69th fiscal year (from March 1, 2023 to February 29,
2024)
Matters to be resolved:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Amendment to the Articles of Incorporation

Proposal No. 3

Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

Proposal No. 4

Election of Four (4) Directors Who Are Audit and Supervisory Committee Members

Proposal No. 5

Decision on the Amount of Remuneration for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)

Proposal No. 6

Decision on the Amount of Remuneration for Directors Who Are Audit and Supervisory
Committee Members

Proposal No. 7

Decision on the Amount and Details of the Performance-Linked Share Remuneration
Plan for Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members and Outside Directors)

4. Decisions on convening the meeting
In the event that the voting rights have been exercised in writing (postal mail) and where no vote for or against a
proposal has been indicated on the voting form, the vote shall be treated as for the proposal.
- When you attend the meeting, please present the voting form to reception.
-

Shareholders who requested the delivery of paper-based documents will also be sent paper-based documents that describe thematters for which measures for providing information in electronic format will be taken, but such paper-based documents shallexclude the following matters pursuant to the provisions of laws and regulations and Article 15, paragraph (2) of the Articles ofIncorporation.
(i) “Matters Related to Establishing System for Ensuring the Propriety of Business Activities” in the Business Report(ii) “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements(iii) “Notes to the Non-consolidated Financial Statements” in the Non-consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements attached to such
paper-based documents constitute a part of the documents that were audited by the Accounting Auditor and the Corporate Auditors
in preparing their respective audit reports.

- If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of therevisions and the details of the matters before and after the revisions will be posted on each website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company regards the return of profit to its shareholders as one of the management policies of utmost
importance and maintains a basic policy to continuously carry out stable payment of dividends. The Company has
given comprehensive consideration to matters including the above basic policy, strengthening the management
structure and future business development. Therefore, the Company proposes the payment of the year-end dividend
and other appropriation of surplus for the 69th fiscal year as set forth below.
1. Year-end dividends(1)Type of dividend property
To be paid in cash.

(2)

Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥50 per common share of the Company. In this event, thetotal dividends will be ¥2,350,588,450.
Accordingly, including the interim dividend (¥40 per share), the annual dividend will be ¥90 per share.

(3)

Effective date of dividends of surplus
The effective date of dividends will be May 24, 2024.

(Reference) Trends in dividends per share, dividend payout ratio and dividend on equity ratio (DOE)

Interim dividend (¥)

65th Fiscal Year
ended February
2020

66th Fiscal Year
ended February
2021

67th Fiscal Year
ended February
2022

68th Fiscal Year
ended February
2023

69th Fiscal Year
ended February
2024

20.00

25.00

30.00

35.00

40.00

35.00

50.00

Year-end dividend
(¥)

20.00

25.00

40.00
(Includescommemorative
dividend of ¥10)

Consolidated
dividend payout
ratio (%)

23.9

13.1

21.6

24.6

24.9

Dividend on equity
ratio (DOE) (%)

2.4

2.6

3.2

2.8

3.3

2. Other appropriation of surplus(1)

Item of surplus to be increased and amount of increase
General reserve: ¥11,500,000,000(2)Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥11,500,000,000-3-Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the amendment(1) Amendments related to the transition to a Company with an Audit and Supervisory Committee
The Company aims to further enhance corporate governance by strengthening the supervisory function of
the Board of Directors through the appointment of Audit and Supervisory Committee Members, who areresponsible for auditing the execution of duties by Directors, as members of the Board of Directors. The
Company also aims to expedite management’s decision-making and enhance corporate value by allowing
the Board of Directors to extensively delegate decisions of business execution to Directors. As such, theCompany has resolved to transition from a Company with a Board of Corporate Auditors to a Company
with an Audit and Supervisory Committee. Accordingly, the Company plans to establish the regulations
necessary for the transition to a Company with an Audit and Supervisory Committee, including theestablishment of new regulations pertaining to the delegation of authority to executive directors, in orderto enhance management efficiency and enable flexible decision-making.
(2) Amendment related to limited liability agreements and expansion of scope of individuals able to enter
into such agreements
In order to enable the conclusion of limited liability agreements with Directors other than executive
directors, etc., with the aim of continuously inviting capable personnel to serve as Directors, the Company
proposes to amend Article 26, paragraph 2 of the current Articles of Incorporation as shown in Article 27,
paragraph 2 of the proposed amendments below. The consent of each Corporate Auditor has beenobtained for this amendment.
(3) Other amendments
Other necessary amendments will be made in accordance with the aforementioned amendments, such aschanges in the numbering of articles and wording.
2. Amendments
Details of amendments are as follows.
The amendment to the Articles of Incorporation pertaining to this proposal shall take effect at the conclusion ofthis General Meeting of Shareholders.
(Changed portion is underlined)
Current Articles of Incorporation

Proposed Amendments

Chapter I General Provisions

Chapter I General Provisions

Articles 1. through 2.

(Text omitted)

Articles 1. through 2.

(Unchanged)

Article 3. (Location of the Head Office)

Article 3. (Location of the Head Office)The head office of the Company shall be located at Osaka City,
Osaka Prefecture, Japan.

The head office of the Company shall be located at Osaka City,
Japan.

Article 4. (Establishment of Organs)

Article 4. (Establishment of Organs)

In addition to the General Meeting of Shareholders and
The Company shall establish a Board of Directors, Audit &Supervisory Board Members, an Audit & Supervisory Board, and Directors, the Company shall establish a Board of Directors, anan Accounting Auditor.
Audit and Supervisory Committee, and an Accounting Auditor.
Articles 5. through 13.

(Text omitted)

Articles 5. through 13.

(Unchanged)

Article 14. (Method for Making Resolutions)

Article 14. (Method for Making Resolutions)

1. (Text omitted)

1. (Unchanged)-4-Current Articles of Incorporation

Proposed Amendments

2. Notwithstanding the provisions of the preceding paragraph,resolutions of a general meeting of shareholders asprescribed in Article 309, paragraph 2 of the Companies Act
shall be made by at least two-thirds of the votes of theshareholders present at the meeting where the shareholders
holding at least one-third of the voting rights of theshareholders entitled to exercise their votes at such meetings
are present.

2. Notwithstanding the provisions of the preceding paragraph,resolutions of a general meeting of shareholders asprescribed in Article 309, paragraph 2 of the Companies Act
shall be made by at least two-thirds of the votes of theshareholders present at the meeting where the shareholders
holding at least one-third of the voting rights of theshareholders entitled to exercise their votes at such meetings
are present. (Change in Japanese only; English unchanged)

Article 15.

Article 15.

(Text omitted)(Unchanged)

Article 16. (Proxy Voting)

Article 16. (Proxy Voting)

Every shareholder may exercise his/her votes by having one
other shareholder of the Company with voting rights act as aproxy on his/her behalf. However, in such a circumstance, ashareholder or a proxy must submit to the Company a document
evidencing the proxy’s authority to represent at each general
meeting of shareholders.

Every shareholder may exercise his/her votes by having one
other shareholder of the Company with voting rights act as aproxy on his/her behalf. However, in such a circumstance, ashareholder or a proxy must submit to the Company a document
evidencing the proxy’s authority to represent at each general
meeting of shareholders. (Change in Japanese only; English
unchanged)

Chapter IV Directors and Board of Directors

Chapter IV Directors and Board of Directors

Article 17. (Number of Directors)

Article 17. (Number of Directors)

1. The Company shall have not more than 25 Directors.

1. The Company shall have not more than 10 Directors(excluding Directors who are Audit and Supervisory
Committee Members).

(Newly established)

2. The Company shall have not more than 5 Directors who are
Audit and Supervisory Committee Members.

Article 18. (Method of Election)

Article 18. (Method of Election)

1. Directors shall be elected at a general meeting of
1. Directors shall be elected at a general meeting ofshareholders by differentiating between Directors who areshareholders. Such resolutions shall be made by a majority ofthe votes of the shareholders present at the meeting where
Audit and Supervisory Committee Members and otherthe presence of shareholders holding at least one-third of the
Directors. Such resolutions shall be made by a majority ofvoting rights of the shareholders entitled to exercise their
the votes of the shareholders present at the meeting wherevotes at such meetings is required.
the presence of shareholders holding at least one-third of thevoting rights of the shareholders entitled to exercise theirvotes at such meetings is required.
2.

(Text omitted)

2.

Article 19. (Term of Office)(Unchanged)

Article 19. (Term of Office)

1. The term of office of a Director shall expire at the conclusion 1. The term of office of a Director (excluding a Director who isof the annual general meeting of shareholders for the lastan Audit and Supervisory Committee Member) shall expire
business year out of the business years terminating withinat the conclusion of the annual general meeting of
one year after the election of the Director.
shareholders for the last business year out of the businessyears terminating within one year after the election of the
Director.
(Newly established)

2. The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at theconclusion of the annual general meeting of shareholders forthe last business year out of the business years terminating
within two years after the election of the Director.

2. The term of office of a Director who is elected as a substituteor additional personnel on the Board of Directors shallcontinue until the time that the term of office of the othercurrently serving Directors is to expire.

(Deleted)-5-

Current Articles of Incorporation

Proposed Amendments(Newly established)

3. The term of office of a Director who is an Audit andSupervisory Committee Member who is elected as a
substitute for a Director who is an Audit and Supervisory
Committee Member that retired before the expiration of theterm of office, shall continue until the time that the term ofoffice of the retired Director who is an Audit and Supervisory
Committee Member is to expire.

Article 20. (Representative Directors)

Article 20. (Representative Directors and Directors With Special
Titles)1. The Board of Directors shall appoint Representative
Director(s) from among Directors.

1. The Board of Directors shall appoint Representative
Director(s) from among Directors (excluding Directors who
are Audit and Supervisory Committee Members).

(Newly established)

2. The Board of Directors may appoint, by its resolution, one
Director and Chairperson and one Director and Vice
Chairperson from among Directors (excluding Directors who
are Audit and Supervisory Committee Members).

Article 21. (Directors With Special Titles)(Deleted)

The Board of Directors may appoint, by its resolution, one
Director and Chairperson, one Director and Vice Chairperson,
one Director and President, one or a small number of Director
and Vice Presidents, one or a small number of Senior Managing
Directors, and one or a small number of Managing Directors.
(Newly established)

Article 21. (Executive Officers With Special Titles)
The Board of Directors may appoint, by its resolution, one
President, one or a small number of Vice Presidents, one or asmall number of Senior Managing Executive Officers, and one ora small number of Managing Executive Officers.

Article 22.

(Text omitted)

Article 22.

Article 23. (Notice of Meeting and Omission of Resolutions of
the Board of Directors)(Unchanged)

Article 23. (Notice of Meeting and Omission of Resolutions of
the Board of Directors)

1. When convening a meeting of the Board of Directors, a
1. When convening a meeting of the Board of Directors, a
notice shall be dispatched to each Director and each Audit &notice shall be dispatched to each Director at least three days
before the day of the meeting; provided, however, that thisSupervisory Board Member at least three days before the day
period may be reduced in case of urgent needs.
of the meeting; provided, however, that this period may be
reduced in case of urgent needs.
2.

(Text omitted)

2.

(Newly established)(Unchanged)

Article 24. (Decisions on Delegation of Important Business
Execution)
Pursuant to the provisions of Article 399-13, paragraph 6 of theCompanies Act, the Board of Directors may delegate, by its
resolution, all or part of the decisions on important businessexecution to Directors (excluding the matters listed in each itemof paragraph 5 of the same Article).

Article 24.

(Text omitted)

Article 25.

(Unchanged)

Article 25. (Remuneration, Etc.)

Article 26. (Remuneration, Etc.)

Remuneration, bonuses and other economic benefits given by theCompany in consideration for the execution of duties (hereinafterreferred to as the “Remuneration, Etc.”) to Directors shall be
determined by resolution of a general meeting of shareholders.

Remuneration, bonuses and other economic benefits given by theCompany in consideration for the execution of duties to
Directors shall be determined by resolution of a general meetingof shareholders, by differentiating between Directors who are
Audit and Supervisory Committee Members and other Directors.

-6-

Current Articles of Incorporation

Proposed Amendments

Article 26. (Exemption of Directors From Liability)

Article 27. (Exemption of Directors From Liability)

1. Pursuant to the provisions of Article 426, paragraph 1 of the 1. Pursuant to the provisions of Article 426, paragraph 1 of theCompanies Act, the Company may, by resolution of theCompanies Act, the Company may, by resolution of theBoard of Directors, exempt a Director (including a person
Board of Directors, exempt a Director (including a person
who was formerly a Director) from his/her liability for
who was formerly a Director) from his/her liability fordamages under Article 423, paragraph 1 of the said Act to thedamages under Article 423, paragraph 1 of the said Act to theextent permitted by laws and regulations. (Change in
extent permitted by laws and regulations.
Japanese only; English unchanged)
2. Pursuant to Article 427, paragraph 1 of the Companies Act,
the Company may enter into an agreement with an outside
Director limiting his/her liability for damages under Article
423, paragraph 1 of the said Act; provided, however, that the
maximum liability for damages under such agreement shallbe an amount as prescribed by laws and regulations.

2. Pursuant to Article 427, paragraph 1 of the Companies Act,
the Company may enter into an agreement with a Director(excluding an executive director, etc.) limiting his/her
liability for damages under Article 423, paragraph 1 of thesaid Act; provided, however, that the maximum liability fordamages under such agreement shall be an amount asprescribed by laws and regulations.

Chapter V Audit & Supervisory Board Members and Audit& Supervisory Board(Deleted)

Article 27. (Number of Audit & Supervisory Board Members)(Deleted)

The Company shall have not more than four Audit &Supervisory Board Members.
Article 28. (Method of Election)(Deleted)

Audit & Supervisory Board Members shall be elected at a
general meeting of shareholders. Such resolutions shall be madeby a majority of the votes of the shareholders present at themeeting where the presence of shareholders holding at least onethird of the voting rights of the shareholders entitled to exercise
their votes at such meetings is required.
Article 29. (Term of Office)(Deleted)

1. The term of office of an Audit & Supervisory Board Member
shall expire at the conclusion of the annual general meetingof shareholders for the last business year out of the businessyears terminating within four years after the election of the
Audit & Supervisory Board Member.
2. The term of office of an Audit & Supervisory Board Member
who is elected as a substitute shall continue until the timethat the term of office of the Audit & Supervisory Board
Member who retired from office is to expire.

Article 30. (Full-Time Audit & Supervisory Board Members andStanding Audit & Supervisory Board Members)
The Audit & Supervisory Board shall appoint full-time Audit &Supervisory Board Member(s) from among Audit & Supervisory
Board Members. It may also appoint standing Audit &Supervisory Board Member(s) from among the full-time Audit &Supervisory Board Members.

-7-(Deleted)

Current Articles of Incorporation

Proposed Amendments

Article 31. (Notice of Meeting of the Audit & Supervisory
Board)(Deleted)

When convening a meeting of the Audit & Supervisory Board, a
notice shall be dispatched to each Audit & Supervisory Board
Member at least three days before the day of the meeting;provided, however, that this period may be reduced in case ofurgent needs.
Article 32. (Regulations of the Audit & Supervisory Board)(Deleted)

Unless otherwise provided for by laws and regulations, and these
Articles of Incorporation, matters concerning the Audit &Supervisory Board shall be governed by the Regulations of the
Audit & Supervisory Board established by the Audit &Supervisory Board.
Article 33. (Remuneration, Etc.)(Deleted)

The Remuneration, Etc. to Audit & Supervisory Board Members
shall be determined by resolution of a general meeting ofshareholders.
Article 34. (Exemption of Audit & Supervisory Board Members
From Liability)(Deleted)

1. Pursuant to the provisions of Article 426, paragraph 1 of theCompanies Act, the Company may, by resolution of theBoard of Directors, exempt an Audit & Supervisory Board
Member (including a person who was formerly an Audit &Supervisory Board Member) from his/her liability fordamages under Article 423, paragraph 1 of the said Act to theextent permitted by laws and regulations.
2. Pursuant to Article 427, paragraph 1 of the Companies Act,
the Company may enter into an agreement with an outside
Audit & Supervisory Board Member limiting his/her liability
for damages under Article 423, paragraph 1 of the said Act;
provided, however, that the maximum liability for damages
under such agreement shall be an amount as prescribed bylaws and regulations.
(Newly established)

Chapter V Audit and Supervisory Committee(Newly established)

Article 28. (Full-Time Audit and Supervisory Committee
Members)
The Audit and Supervisory Committee may appoint full-time
Audit and Supervisory Committee Members from among Audit
and Supervisory Committee Members.

(Newly established)

Article 29. (Notice of Meeting of the Audit and Supervisory
Committee)
When convening a meeting of the Audit and Supervisory
Committee, a notice shall be dispatched to each Audit andSupervisory Committee Member at least three days before theday of the meeting; provided, however, that this period may be
reduced in case of urgent needs.

-8-Current Articles of Incorporation(Newly established)

Proposed Amendments
Article 30. (Regulations of the Audit and Supervisory
Committee)
Unless otherwise provided for by laws and regulations, and these
Articles of Incorporation, matters concerning the Audit andSupervisory Committee shall be governed by the Regulations of
the Audit and Supervisory Committee established by the Audit
and Supervisory Committee.

Chapter VI Accounts

Chapter VI Accounts

Article 35.

(Text omitted)

Article 31.

(Unchanged)

Article 36.

(Text omitted)

Article 32.

(Unchanged)

Article 37.

(Text omitted)

Article 33.

(Unchanged)(Newly established)

Supplementary provision
Article 1. (Transitional Measures for the Exemption of Audit &Supervisory Board Members from Liability)(Newly established)

Pursuant to the provisions of Article 426, paragraph 1 of theCompanies Act, the Company may, by resolution of the Board of
Directors, exempt an Audit & Supervisory Board Member(including a person who was formerly an Audit & Supervisory
Board Member) from his/her liability for damages due tonegligence of duties before the amendment to the Articles ofIncorporation to be resolved at the 69th Annual General Meetingof Shareholders takes effect under Article 423, paragraph 1 of thesaid Act to the extent permitted by laws and regulations.

-9-Proposal No. 3

Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

If Proposal No. 2 “Amendment to the Articles of Incorporation” is approved as originally proposed, the Company
will become a Company with an Audit and Supervisory Committee, and the terms of office of all eight (8)Directors will expire when the amendment to the Articles of Incorporation takes effect.
Therefore, the Company proposes to elect seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members; the same applies hereinafter for this proposal) after the transition to a Company with an
Audit and Supervisory Committee.
This proposal shall take effect on the condition that the amendment to the Articles of Incorporation in Proposal No.
2 “Amendment to the Articles of Incorporation” takes effect.
The candidates for Directors are as follows:
Candidate
No.

Name

GenderCurrent position in the Company

Attendance atBoard of Directors
meetings in
FY20231

Re-election

Takaharu Iwasaki

Male

Representative Director andPresident

17/17(100%)

2Re-election

Tomehisa Morishita

Male

Director & Senior Managing
Executive Officer

17/17(100%)

3

Re-election

Takashi Sumino

Male

Director & Managing Executive
Officer

17/17(100%)

4

New election Jun Adachi

Male

Executive Officer

5

Re-election
Independent
OutsideHiroko Kono

FemaleDirector

17/17(100%)

6

Re-election
Independent
OutsideTakashi Katayama

Male

Director

17/17(100%)

7

New election
Independent Akihiro Tada
OutsideMale–- 10 -––

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1989
Feb. 1994
May 1999
Oct. 2001
Mar. 2006

June 2014

Jan. 2017
Takaharu Iwasaki(March 27, 1966)

Jan. 2018

Re-election1

May 2019
Period as Director:
25 years (as of conclusion ofthis General Meeting of
Shareholders)Oct. 2023

Joined Mitsubishi Corporation
Princes Limited
Director, Assistant to Division COO of Sales
General Division of the Company
Senior Managing Director, Division COO ofTokyo Region Business Division
Representative Director, President & Chief
Operating Officer, and Group CEO of BusinessGroup Headquarters
Representative Director, President & Chief
Operating Officer, Group CEO of BusinessGroup Headquarters, and Group CEO of
Development Group Headquarters
Representative Director, President & Chief
Operating Officer, and Group CEO of BusinessGroup Headquarters
Representative Director, President & Chief
Operating Officer, and Group CEO of BusinessGroup Headquarters
Representative Director and President, andGroup CEO of Business Group Headquarters
Representative Director and President, andGroup CEO of Development Group
Headquarters (current position)(Significant concurrent positions outside the Company)
Representative Director and Vice President of Nihon Ryutsu
Sangyo Co., Ltd.
Representative Director and Chairman of LIFE FINANCIALSERVICE
Chairman of Japan Supermarkets Association(Reason for nomination as Director)
Takaharu Iwasaki, in addition to gaining experience at a general
trading company, has amassed knowledge in the distribution
industry and the Company’s overall management throughserving as the President of the Company for 18 years since2006. Therefore, the Company has nominated him as a
candidate for Director.

- 11 -

Number of theCompany’s shares
owned

25,088 shares(of which, thenumber of shares tobe granted under the
performance-linked
share remuneration
plan: 11,338 shares)

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1982
Sept. 2001
Feb. 2007
Mar. 2009

Nov. 2009

Feb. 2014

May 2014

Tomehisa Morishita(December 9, 1959)

June 2015

Re-election2

June 2016
Period as Director:
10 years (as of conclusion ofthis General Meeting of
Shareholders)Jan. 2017
Jan. 2018
May 2019

Feb. 2020

Apr. 2020

Joined the Company
General Manager of Osaka Region Apparel
Department
General Manager of Information System
Department
Executive Officer, Division COO of Corporate
Strategy and Planning Division, and General
Manager of Corporate Strategy and Planning
Department
Executive Officer, Division COO of Osaka
Region Apparel and Lifestyle Products
Division, General Manager of Osaka Region
Apparel Department, and General Manager of
Osaka Region Lifestyle Products Department
Executive Officer, Deputy Division COO ofOsaka Region Sales Division, and Division
COO of Osaka Region Apparel and Lifestyle
Products Division
Director, Deputy Division COO of Osaka
Region Sales Division, and Division COO ofOsaka Region Apparel and Lifestyle Products
Division
Director, Division COO of Corporate Strategy
and Planning Division, and Division COO of
New Business Development Division
Managing Director, Division COO of Corporate
Strategy and Planning Division, and in chargeof New Businesses
Managing Director, Group CEO of
Administration and Management Headquarters
Managing Director, Group CEO of Corporate
Functions Group Headquarters
Director & Managing Executive Officer, GroupCEO of Corporate Functions Group
Headquarters
Director & Managing Executive Officer, GroupCEO of Corporate Functions Group
Headquarters, and Division COO of
Information Strategy Division
Director & Senior Managing Executive Officer,
Group CEO of Corporate Functions Group
Headquarters, and Division COO of
Information Strategy Division (current position)(Reason for nomination as Director)
Tomehisa Morishita has successfully served as head in various
divisions including sales, systems and corporate strategy andplanning in the Company and has amassed insight on the
Company’s overall management, administration and business
operation. Therefore, the Company has nominated him as a
candidate for Director.

- 12 -

Number of theCompany’s sharesowned

7,181 shares(of which, thenumber of shares tobe granted under the
performance-linked
share remuneration
plan: 4,784 shares)

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Mar. 1980
Jan. 2001
Mar. 2004
Mar. 2006
Mar. 2008
Mar. 2009

Feb. 2010
May 2012

Takashi Sumino(January 25, 1956)

June 2015
Jan. 2017

Re-election
3
Period as Director:
12 years (as of conclusion ofthis General Meeting of
Shareholders)Jan. 2018

May 2019

Feb. 2021

Jan. 2022

Joined the Company
General Manager of Osaka Region Sales
Promotion Department
General Manager of Osaka Region Logistics
Department
General Manager of Osaka Region Operational
Reforms Promotion Office
Executive Officer, General Manager of Osaka
Region Operational Reforms Promotion Office
Executive Officer, General Manager of
Logistics Planning of Sales Management
Division
Executive Officer, Division COO of Osaka
Region Store Support Division
Director, Division COO of Osaka Region ChainStore Division, and Division COO of Osaka
Region Store Support Division
Managing Director, Division COO of Osaka
Region Sales Division
Managing Director, Division COO of Corporate
Strategy and Planning Division, and in chargeof New Businesses
Managing Director, Group CEO of
Infrastructure Group Headquarters, andDivision COO of Information Strategy Division
Director & Managing Executive Officer, GroupCEO of Infrastructure Group Headquarters, andDivision COO of Information Strategy Division
Director & Managing Executive Officer, GroupCEO of Infrastructure Group Headquarters, andDivision COO of E-Commerce Operation
Division
Director & Managing Executive Officer, GroupCEO of Infrastructure Group Headquarters(current position)(Reason for nomination as Director)
Takashi Sumino has successfully served as head of sales
division and infrastructure division including food process
center and logistics of the Company. He has abundant operation
knowledge as well as insight on the distribution industry and theCompany’s overall management. Therefore, the Company has
nominated him as a candidate for Director.

- 13 -

Number of theCompany’s shares
owned

9,207 shares(of which, thenumber of shares tobe granted under the
performance-linked
share remuneration
plan: 3,565 shares)

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 2004
Nov. 2008
Apr. 2010
May 2013

Jun Adachi(December 29, 1978)
New election
4

Mar. 2016
June 2022
Feb. 2023

Joined Mitsubishi Corporation
Europe Corporate Center
Joined Mitsubishi Corporation International(Europe) Plc.
Risk Management Dept. of Mitsubishi
Corporation
Corporate Strategy & Planning Dept.
Joined the Company
Executive Officer and General Manager ofCorporate Strategy and Planning Department(current position)

Period as Director:
0 years (as of conclusion of this(Reason for nomination as Director)
General Meeting of
Jun Adachi, in addition to gaining experience in the risk
Shareholders)management and corporate strategy and planning departments at
a general trading company, has amassed knowledge in thecorporate strategy and planning field, such as by serving as
Executive Officer, General Manager of Corporate Strategy andPlanning Department of the Company. Therefore, the Company
has nominated him as a candidate for Director.

- 14 -

Number of theCompany’s shares
owned

0 shares(of which, thenumber of shares tobe granted under the
performance-linked
share remuneration
plan: 0 shares)

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1989
July 1992
Jan. 2001
Feb. 2003
July 2008
July 2011

Nov. 2013
Mar. 2016
Nov. 2018
May 2021
Hiroko Kono
(May 8, 1965)

Mar. 2022
Aug. 2022

5

Re-election
Independent
OutsideJune 2023

Period as outside Director:
3 years (as of conclusion of this July 2023
General Meeting of
Shareholders)Feb. 2024

Joined Mitsubishi Corporation
Joined Tokyo Office, Capital International
Research, Inc.
Los Angeles Headquarters, The Capital Group
Companies, Inc.
Washington, D.C. Office, Capital International
Research, Inc.
Tokyo Office, Capital International, Inc.
Council and Director of International School ofAsia, Karuizawa Establishment Preparation
Foundation
Director and Head of Operations ofInternational School of Asia, Karuizawa
Head of Operations of UWC ISAK Japan
Executive Coach of COACH A Co., Ltd.
Outside Director of the Company (current
position)
Officer, Executive Coach of COACH A Co.,Ltd.
Outside Director (Audit and Supervisory
Committee Member) of SATUDORA
HOLDINGS CO., LTD. (current position)
Outside Director (Audit and Supervisory
Committee Member) of PayPay Corporation(current position)
Senior Executive Coach of COACH A Co., Ltd.
(current position)
Representative Director of Change Agent Co.,
Ltd. (current position)(Significant concurrent positions outside the Company)
Outside Director (Audit and Supervisory Committee Member)of PayPay Corporation(Reasons for nomination as outside Director and outline of
expected role)
The Company nominated Hiroko Kono as a candidate foroutside Director because her work experience at investmentcompanies and performance and insight concerning school
operation and human resource development nurtured in a humanresource development company are highly regarded and theCompany expects that she will continue to fulfill her role asoutside Director of the Company as she can contribute to theenhancement of corporate value by appropriately giving advice
for the Company’s management and providing supervision.

- 15 -

Number of theCompany’s shares
owned

0 sharesCandidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1976
Apr. 1977
Apr. 1989
Apr. 1994
Mar. 1996

Mar. 2001

Takashi Katayama(October 27, 1953)

6

Re-election
Independent
OutsideJan. 2004
Mar. 2013
Jan. 2015
Mar. 2018
Mar. 2019

Assistant at College of Science and Technology,
Nihon University
Joined Teraoka Seiko Co., Ltd.
Director of Digi Europe Ltd. (UK)Managing Director
Managing Director of Teraoka Weigh-System
Ltd. (Singapore)
Managing Director
Director and General Manager of Global
Business Development Department of Teraoka
Seiko Co., Ltd.
Director and General Manager of Food Industry
System Department
Senior Director
President and CEO
Advisor
Representative of RTK-Design (current
position)
Outside Director of the Company (current
position)

Period as outside Director:
May 2022
2 years (as of conclusion of this
General Meeting of
Shareholders)(Reasons for nomination as outside Director and outline of
expected role)
The Company has nominated Takashi Katayama as a candidatefor outside Director because he left a record of remarkableaccomplishments as a corporate manager of Teraoka Seiko Co.,
Ltd. and other companies and possesses high level of knowledge
related to logistics environment systems and overseas logistics.
Therefore, the Company expects that he will continue to fulfill
his role as outside Director of the Company as he can contributeto the enhancement of corporate value by appropriately giving
advice for the Company’s management and providing
supervision.

- 16 -

Number of theCompany’s shares
owned

200 shares

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1986

June 2004
July 2007

Aug. 2008
Sept. 2009
July 2011

Akihiro Tada
(February 8, 1963)7

New election
Independent
OutsideJuly 2012
July 2014

June 2016

Period as outside Director:
July 2017
0 years (as of conclusion of this
General Meeting of
Shareholders)
July 2018
Aug. 2020
July 2021
July 2023
July 2023

Dec. 2023
Dec. 2023
Apr. 2024

Joined the Ministry of International Trade andIndustry (currently Ministry of Economy, Tradeand Industry)
Executive Director, Japan External Trade
Organization, New York
Director of Environmental Policy Division,
Industrial Science and Technology Policy andEnvironment Bureau, Ministry of Economy,
Trade and Industry
Executive Assistant to the Minister of
Economy, Trade and Industry
Director of Finance Division, Small andMedium Enterprise Agency
Senior Director of Economic and Industrial
Policy Division, Economic and Industrial
Policy Bureau, Ministry of Economy, Trade andIndustry
Director of General Affairs Division, Minister’s
Secretariat
Director-General of Electricity and Gas
Industry Department, Agency for Natural
Resources and Energy
Deputy Commissioner, Agency for Natural
Resources and Energy
Director-General of Manufacturing Industries
Bureau, Ministry of Economy, Trade andIndustry
Director-General for Economic and Fiscal
Management, Cabinet Office
Deputy Vice-Minister of the Ministry of
Economy, Trade and Industry
Vice-Minister of Economy, Trade and Industry
Retired from officeSpecial Advisor to the Ministry of Economy,
Trade and Industry, Special Advisor for Expo
2025 Osaka, Kansai, Japan (current position)
Executive Advisor of Nippon Life Insurance
Company (current position)
Advisor of Sumitomo Mitsui Trust Bank,
Limited (current position)
Special Guest Professor of Faculty of Policy
Management, Keio University (current
position)- 17 -

Number of theCompany’s shares
owned

0 sharesCandidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
owned(Reasons for nomination as outside Director and outline of
expected role)
The Company has nominated Akihiro Tada as a candidate foroutside Director because he has successively served in important
positions in the government, such as Director General for
Economic and Fiscal Management at the Cabinet Office,Director General for the Ministry of Economy, Trade andIndustry, and Vice-Minister of Economy, Trade and Industry at
the same ministry, and his abundant experience and specialist
insight, including his deep involvement in measures for the
corporate governance code, are worthy of high regard.
Accordingly, the Company expects that he will fulfill his role asoutside Director of the Company, such as by appropriately
giving advice for the Company’s management and providing
supervision thereof.
Notes:

1. Takaharu Iwasaki, a candidate for Director, is concurrently serving as Representative Director of Nihon Ryutsu Sangyo
Co., Ltd. The Company and Nihon Ryutsu Sangyo Co., Ltd. have a business relationship, which includes the purchase of
products.
2. There is no special interest between any other candidates for Director and the Company.
3. Hiroko Kono, Takashi Katayama, and Akihiro Tada are candidates for outside Director.
4. The Company has submitted notification to the Tokyo Stock Exchange that Hiroko Kono and Takashi Katayama,candidates for outside Director, have been appointed as an independent officer.
Since Akihiro Tada also meets the requirements for independent officer pursuant to the rules of the Tokyo Stock
Exchange, the Company plans to notify him to the said exchange as an independent officer if he is elected.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has currently entered into
an agreement with Hiroko Kono and Takashi Katayama to limit their liability for damages under Article 423, paragraph(1) of the Companies Act. Pursuant to this agreement, the defined maximum amount of liability for damages is theminimum liability amount provided for under Article 425, paragraph (1) of the Companies Act. If their election isapproved, the Company plans to renew the limited liability agreement with them. If the election of Akihiro Tada isapproved, the Company plans to enter into the same limited liability agreement with him.
6. The Company has entered into a directors and officers liability insurance policy, as defined in Article 430-3, paragraph(1) of the Companies Act, with an insurance company to provide coverage under said insurance policy for damages that
may arise from the assumption of liability incurred in the course of the execution of duties by the insured, including
Directors of the Company, or claims pertaining to the pursuit of such liability. If candidates are elected and assume theoffice as Directors, they will be added to the insured of said insurance policy. The Company plans to renew thisinsurance policy with the same contents at the next renewal.

- 18 -

Proposal No. 4

Election of Four (4) Directors Who Are Audit and Supervisory Committee Members

If Proposal No. 2 “Amendment to the Articles of Incorporation” is approved as originally proposed, the Company
will become a Company with an Audit and Supervisory Committee. Therefore, the Company proposes to elect four(4) Directors who are Audit and Supervisory Committee Members.
The consent of the Board of Corporate Auditors has been obtained for this proposal.
This proposal shall take effect on the condition that the amendment to the Articles of Incorporation in Proposal No.
2 “Amendment to the Articles of Incorporation” takes effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:

Candidate
No.

Name

Gender Current position in the Company

Attendance atBoard ofDirectors
meetings in
FY2023

Attendance atBoard ofCorporate
Auditors
meetings in
FY20231

New election Kaoru Sueyoshi

Male

Full-Time Corporate Auditor

17/17(100%)

12/12(100%)

2

New election
Independent Koichi Narita
OutsideMale

Director

17/17(100%)–

3

New election
Independent Naoko Miyatake
OutsideFemaleCorporate Auditor

17/17(100%)

12/12(100%)

4

New election
Independent Shigeyuki Mito
Outside

Male

–

–

–

- 19 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1982
July 2007
Aug. 2011
May 2014
Oct. 2016

Jan. 2018
Kaoru Sueyoshi(December 26, 1958)
New election
1

Jan. 2019

Joined the Company
General Manager of Tokyo Region Accounting
Department
General Manager of Finance Department
General Manager of Tokyo Region Accounting
Department
General Manager of Department in charge ofSpecial Missions, Administration andManagement Headquarters
General Manager of Finance Department andGeneral Manager of Department in charge ofSpecial Missions, Corporate Functions Group
Headquarters
General Manager of Department in charge ofSpecial Missions, Corporate Functions Group
Headquarters
Full-Time Corporate Auditor (current position)

Period as Corporate Auditor:
5 years (as of conclusion of this May 2019
General Meeting of(Reason for nomination as Director who is an Audit andShareholders)Supervisory Committee Member)
Kaoru Sueyoshi has amassed significant knowledge in financeand accounting through his long-standing experience in financeand accounting divisions of the Company. He is well-versed in
the Company’s overall management through his involvement in
its operations and he is adequately fulfilling his role of auditing
the Company’s management as a full-time corporate auditor.
Accordingly, the Company expects he will adequately fulfill therole of auditing and supervising the overall execution ofbusiness as a Director who is an Audit and Supervisory
Committee Member.

- 20 -

Number of theCompany’s sharesowned

2,331 shares

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1977
Aug. 1992
May 1993
June 1993

May 1995
May 1995
Sept. 2003
Apr. 2006
Apr. 2008
Koichi Narita(June 30, 1954)2

New election
Independent
OutsideApr. 2009
Apr. 2010
Apr. 2013

Period as outside Director:
July 2014
6 years (as of conclusion of this
General Meeting ofMay 2018
Shareholders)

Joined Mitsubishi CorporationCounselor, Deputy Division COO of Sales
General Division of the Company
Director
Director, Deputy Division COO of Sales
General Division, and Division COO of StoreBusiness Division
Retired from Director
Mitsubishi Corporation (returned)
General Manager of Living Essentials GroupCEO Office
Division COO of Foods (Products) Div.
Executive Officer, Division COO of Foods(Products) Div.
Executive Officer, General Manager of Living
Essentials Group CEO Office
Representative Director and President of
SIGMAXYZ Inc. (seconded)
Representative Director, President andExecutive Officer of IT Frontier Corporation
Representative Director, Senior Vice Presidentof Tata Consultancy Services Japan, Ltd.
Outside Director of the Company (current
position)(Reason for nomination as outside Director who is an Audit andSupervisory Committee Member and outline of expected role)
The Company has nominated Koichi Narita as a candidate foroutside Director because he left a record of remarkableaccomplishments as a corporate manager of Tata Consultancy
Services Japan, Ltd. and other companies, and has contributed tothe enhancement of corporate value as an outside Director of theCompany by appropriately giving advice and supervising for theCompany’s management. The Company expects that he will
adequately fulfill his role in auditing and supervising overallbusiness execution as an outside Director who is an Audit andSupervisory Committee Member.

- 21 -

Number of theCompany’s shares
owned

0 sharesCandidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1982
Sept. 1998
Aug. 2001
Oct. 2004
June 2006
June 2008

Naoko Miyatake(December 16, 1959)

Aug. 2013
June 20183

New election
Independent
OutsidePeriod as Corporate Auditor:
5 years (as of conclusion of this
General Meeting of
Shareholders)

May 2019

Joined JCB Co., Ltd.
Group Manager, Human Resources
Development, Personnel Department
General Manager, Quality Control
General Manager, Communication Center
Executive Officer and General Manager,
Communication Center
Representative Director and President of JCB
Service Co., Ltd.
Representative Director of KANSEI worker
Research Ltd. (current position)
Outside Director (Audit & Supervisory
Committee Members) of Odelic Co., Ltd.
Outside Corporate Auditor of the Company(current position)(Reason for nomination as outside Director who is an Audit andSupervisory Committee Member and outline of expected role)
The Company has nominated Naoko Miyatake as a candidatefor outside Director because she has long-standing businessexperience in customer service, and as the Representative
Director and President of JCB Service Co., Ltd. and is also
highly regarded for her performance in her current position as
Representative Director of KANSEI worker Research Ltd. She
is fulfilling her role as outside Corporate Auditor, auditing theCompany’s management, and the Company expects that she will
adequately fulfill her role in auditing and supervising overallbusiness execution as an outside Director who is an Audit andSupervisory Committee Member.

- 22 -

Number of theCompany’s shares
owned

0 sharesCandidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1989
Apr. 1989
Oct. 1990
Apr. 1996
Apr. 1999
Apr. 2004
Feb. 2005
Apr. 2006
Feb. 2011
Dec. 2013
Nov. 2015

Shigeyuki Mito
(May 9, 1957)

Apr. 2018
June 20184

New election
Independent
OutsideOct. 2019

June 2020
Period as outside Director:
0 years (as of conclusion of this Mar. 2021
General Meeting of
Shareholders)Feb. 2024

Registered as an attorney at law (Dai-Ichi
Tokyo Bar Association)
Joined Nishimura & Sanada Law Office
Joined TMI Associates
Lecturer, Faculty of Law, Chuo University
Partner and attorney at law of TMI Associates(current position)
Lecturer, Keio University Law School
Professor, Research Institute for Digital Mediaand Content, Keio University
Lecturer, Graduate School of Sport Sciences,
Waseda University (current position)
Auditor, THE MIYAKE ISSEY
FOUNDATION (current position)
Lecturer, Graduate School of Business
Sciences, University of Tsukuba
Expert Committee Member, Public Works
Reviews Commissioned by Administrative
Reform Secretariat (current position)
Visiting Professor, Graduate School of Law,
Musashino University (current position)
Outside Director of Faith, Inc. (current
position)
Director of General Incorporated Association
PHR Council (current position)
Outside Corporate Auditor of Shonan Bellmare
Co., Ltd. (current position)
Outside Director of Golf Digest Online Inc.
(current position)
Director of General Incorporated Association
All Aoyama Sports Community (current
position)

Number of theCompany’s shares
owned

0 shares(Significant concurrent positions outside the Company)
Partner and attorney at law of TMI Associates(Reason for nomination as outside Director who is an Audit andSupervisory Committee Member and outline of expected role)
The Company has nominated Shigeyuki Mito as a candidate foroutside Director because he has extensive knowledge andexperience in corporate legal affairs gained through his years
serving as an attorney at law and an outside officer of a privatecompany, among other roles. The Company expects him to give
appropriate advice on the overall management of the Company
by drawing on this professional expertise, thereby helping tostrengthen corporate governance. The Company expects that hewill adequately fulfill his role in auditing and supervisingoverall business execution as an outside Director who is an
Audit and Supervisory Committee Member.
Notes:

1. Koichi Narita, a candidate for outside Director, previously served as a person who executed business in the Company
during the period from August 1992 to May 1995. For part of that period, from May 1993 to May 1995, Mr. Narita
served as Director of the Company.
2. There is no special interest between any other candidates for Director and the Company.
3. Koichi Narita, Naoko Miyatake, and Shigeyuki Mito are candidates for outside Director.
4. The Company has submitted notification to the Tokyo Stock Exchange that Koichi Narita and Naoko Miyatake,candidates for Director, have been appointed as independent officers.

- 23 -

Since Shigeyuki Mito also meets the requirements for independent officer pursuant to the rules of the Tokyo Stock
Exchange, the Company plans to notify him to the said exchange as an independent officer if he is elected.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has currently entered into
an agreement with Koichi Narita and Naoko Miyatake to limit their liability for damages under Article 423, paragraph(1) of the Companies Act. Pursuant to this agreement, the defined maximum amount of liability for damages is theminimum liability amount provided for under Article 425, paragraph (1) of the Companies Act. If their election isapproved, the Company plans to renew the limited liability agreement with them. If the election of Kaoru Sueyoshi and
Shigeyuki Mito is approved, the Company plans to enter into the same limited liability agreement with them.
6. The Company has entered into a directors and officers liability insurance policy, as defined in Article 430-3, paragraph(1) of the Companies Act, with an insurance company to provide coverage under said insurance policy for damages that
may arise from the assumption of liability incurred in the course of the execution of duties by the insured, including
Directors and Corporate Auditors of the Company, or claims pertaining to the pursuit of such liability. If candidates areelected and assume the office as Directors who are Audit and Supervisory Committee Members, they will be added tothe insured of said insurance policy. The Company plans to renew this insurance policy with the same contents at thenext renewal.

- 24 -

Reference: Major experience fields of Director candidates (skill matrix)
If Proposals No 2, No. 3 and No. 4 are approved, the major experience fields for candidates for Directors are as
follows:

Name

Position in the
Company

Representative
Takaharu
Director andIwasakiPresident

BusinessmanageSustainment
ability andOrganizaESG
tionaloperation●

Tomehisa
Morishita

Director &SeniorManaging
Executive
Officer

Takashi
SuminoDirector &Managing
Executive
OfficerJun
Adachi

Director andExecutive
Officer

HirokoKono

OutsideDirector

Takashi
Katayama

OutsideDirector●

AkihiroTada

OutsideDirector●

Kaoru
SueyoshiDirector(Audit andSupervisory
Committee
Member)Koichi
NaritaOutsideDirector(Audit andSupervisory
Committee
Member)●

Naoko
Miyatake

OutsideDirector(Audit andSupervisory
Committee
Member)●OutsideDirector
Shigeyuki (Audit and
MitoSupervisory
Committee
Member)●HR andlabor

Finance
Legal andandComplianceaccounting

Digital

●

●

●

●

●

International
experience

Sales

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Note: The above table does not represent all of the expertise and experience possessed by each candidate.

- 25 -

Store
development

●

●

●

●

Logistics

Proposal No. 5

Decision on the Amount of Remuneration for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)

At the 52nd Annual General Meeting of Shareholders held on May 24, 2007, it was approved that remuneration for
Directors shall be no more than ¥35 million per month (however, this does not include the portion of employee
salaries for Directors who concurrently serve as employees). However, if Proposal No. 2 “Amendment to the
Articles of Incorporation” is approved as originally proposed, the Company will transition to a Company with an
Audit and Supervisory Committee. Therefore, the Company proposes to change the stipulated amount of
remuneration from a monthly amount to an annual amount, and set the amount of remuneration for Directors(excluding Directors who are Audit and Supervisory Committee Members; the same shall apply for this proposal
hereafter) after transitioning to a Company with an Audit and Supervisory Committee at no more than ¥420 million
per year (however, this does not include employee salaries for Directors who concurrently serve as employees),
thereby enabling flexible revisions to the Director remuneration system going forward as well as the agile operationof this system. We also propose that the specific amount and the timing of payment to each Director are determinedby resolution of the Board of Directors,
The Company’s policies for determining remuneration for individual Directors is described in “4. Policies fordetermining remuneration for Directors and other officers” of “IV. Company Officers” of the Business Report.
While the Company plans to change the portion which defines eligible persons as “Directors” to “Directors(excluding Directors who are Audit and Supervisory Committee Members),” there will be no substantive changes.
The amount of remuneration pertaining to this proposal represents the amount to be paid as role-based
remuneration and remuneration for business execution in accordance with the policies after the above-mentioned
changes. Therefore, the Company deems this amount appropriate. Remuneration for outside Directors (excluding
Directors who are Audit and Supervisory Committee Members) is comprised solely of role-based remuneration
without performance-linked in light of their role and independence. The details of this proposal were decided by
the Board of Directors after deliberation by the Nomination & Remuneration Advisory Committee, a majority ofwhose members are outside officers. In addition, the specific amounts to be paid to each Director shall be
determined by the Board of Directors after deliberation by the Nomination & Remuneration Advisory Committee.
While the Company currently has eight (8) Directors (including four (4) outside Directors), if Proposal No. 2“Amendment to the Articles of Incorporation” and Proposal No. 3 “Election of Seven (7) Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members)” are approved as originally proposed, the number
of Directors will be reduced to seven (7) (including three (3) outside Directors).
The content of this proposal shall take effect on the condition that the amendment to the Articles of Incorporation in
Proposal No. 2 “Amendment to the Articles of Incorporation” takes effect.

- 26 -

Proposal No. 6

Decision on the Amount of Remuneration for Directors Who Are Audit and Supervisory
Committee Members

If Proposal No. 2 “Amendment to the Articles of Incorporations” is approved as originally proposed, the Company
will transition to a Company with an Audit and Supervisory Committee. Therefore, the Company proposes to
newly set the amount of remuneration for Directors who are Audit and Supervisory Committee Members at no
more than ¥72 million per year, and that the specific amount and the timing of payment to each Director who is an
Audit and Supervisory Committee Member are determined upon the deliberation of Directors who are Audit andSupervisory Committee Members based on reports by the Nomination & Remuneration Advisory Committee, amajority of whose members are outside Directors. The amount of remuneration pertaining to this proposal was
determined based on comprehensive consideration of factors such as the responsibilities of Directors who are Audit
and Supervisory Committee Members, comparisons with levels of similar-sized companies, and current levels of
remuneration for Corporate Auditors. Therefore, the Company deems this amount to be appropriate.
If Proposal No. 2 “Amendment to the Articles of Incorporation” and Proposal No. 4 “Election of Four (4) Directors
Who Are Audit and Supervisory Committee Members” are approved as originally proposed, the number of
Directors who are Audit and Supervisory Committee Members will be four (4).
The content of this proposal shall take effect on the condition that the amendment to the Articles of Incorporation in
Proposal No. 2 “Amendment to the Articles of Incorporation” takes effect.

- 27 -

Proposal No. 7

Decision on the Amount and Details of the Performance-Linked Share Remuneration
Plan for Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members and Outside Directors)

1. Reasons for the proposal and why the remuneration amount has been deemed appropriate
At the 64th Annual General Meeting of Shareholders held on May 23, 2019, the Company received approval toestablish a performance-linked share remuneration plan (the “Plan”) for Directors of the Company (excluding
outside Directors and non-residents of Japan), which remains in operation to this day.
If Proposal No. 2 “Amendment to the Articles of Incorporation” is approved as originally proposed, theCompany will transition to a Company with an Audit and Supervisory Committee. Therefore, the Company
proposes that the amount of remuneration to be granted under the current Plan be abolished, and that a new
remuneration amount be established under the Plan as payment for Directors (excluding Directors who are
Audit and Supervisory Committee Members, outside Directors, and non-residents of Japan) after the transition
comes into effect. The details regarding this remuneration are to be entrusted to the Board of Directors within
the framework outlined in item 2. below.
As with the remuneration amount set forth under the current Plan, this remuneration amount is to be separately
established from the remuneration amount detailed in Proposal No. 5 “Decision on the Amount of
Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members).”
This proposal is a formality in connection with the transition to a Company with an Audit and Supervisory
Committee. Therefore, the details regarding the remuneration are essentially the same as those approved at the64th Annual General Meeting of Shareholders held on May 23, 2019.
If this proposal is approved, the Company plans for the Board of Directors to make changes to the policies fordetermining remuneration for individual Directors, as detailed in Proposal No. 5 “Decision on the Amount of
Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members).” The
Company has determined that this proposal is necessary for determining the details of remuneration for
individual Directors in accordance with the revised policies, and also believes that the details are appropriate.
If Proposal No. 2 “Amendment to the Articles of Incorporation” and Proposal No. 3 “Election of Seven (7)Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)” are approved asoriginally proposed, the number of Directors eligible for payment under the Plan will be four (4).
This proposal shall take effect on the condition that the amendment to the Articles of Incorporation in Proposal
No. 2 “Amendment to the Articles of Incorporation” takes effect.
2. Amount and details of remuneration under the Plan
(1) Overview of the Plan
Under the Plan, the trust established by the Company through contributions of money (established when
the Plan was introduced in 2019; hereinafter referred to as the “Trust”) acquires the Company’s shares,
and the Company delivers these shares to each Director through the Trust in a number equivalent to thenumber of points granted by the Company.
In principle, the Company’s shares are delivered to Directors upon retirement.

- 28 -

1)

The Company’s Directors (excluding Directors who are
Audit and Supervisory Committee Members, outside

Persons eligible to receive payment under the Plan

Directors, and non-residents of Japan)
2)

3)

4)

5)

Three fiscal years from the fiscal year ending February 28,

Target period2025 to the fiscal year ending February 28, 2027

Upper limit of the money to be contributed by the Company
as the source of funds necessary to deliver the Company’s
shares to the persons eligible described in 1) during thetarget period described in 2)

Total of ¥120 million

Through the disposal of treasury shares or acquisitions fromstock markets (including off-floor trading)Method of acquisition of the Company’s shares
Upper limit of points awarded to eligible persons describedin 1)

20,000 points per fiscal year
Points are awarded according to position and the6)

Criteria for awarding points

7)

Timing of the delivery of the Company’s shares to the[In principle] upon retirement
eligible persons described in 1)

achievement of performance targets(2) Upper limit of the money to be contributed by the Company
The Company plans to extend the period of the Trust that has already been established. In addition, theCompany may make additional monetary contributions to the Trust totaling up to ¥120 million as
remuneration for Directors who are in office during the target period, as a source of funds for acquiring
the Company’s shares necessary for delivering share remuneration to Directors under the Plan. With
money contributed by the Company as a source of funds (including the above-mentioned additionalmonetary contributions made by the Company, as well as the money remaining in the Trust prior to any
additional contributions), the Trust shall acquire the Company’s shares through the disposal of treasury
shares or acquisitions from stock markets (including off-floor trading).
Note:
Additional monetary contributions actually made by the Company to the Trust shall be the funds
to be used for the acquisition of the Company’s shares as described above, plus the estimatedamount of necessary expenses such as trust fees and trust administrator fees.
The Company may, by resolution of the Board of Directors, decide to extend the target period by setting
each period at no more than five fiscal years, and, in accordance with this, extend the trust period of theTrust further (including essentially extending the target period by transferring the trust assets of the Trustto another trust established by the Company for the same purpose as the Trust), thereby continuing thePlan. In such a case, the Company may make additional monetary contributions to the Trust within theamount obtained by multiplying the number of fiscal years of the extended target period by ¥40 million asa source of funds for acquiring additional shares of the Company necessary for delivering share
remuneration to Directors under the Plan during said extended target period, thus continuing to grant
points and deliver the Company’s shares as described in (3) below.
Even in the case where the target period is not extended and the Plan is not continued as described above,
if there is a Director who has already been granted points but has not yet retired at the expiration of thetarget period, the period of the Trust may be extended until said Director retires and the delivery of theCompany’s shares has been completed.
(3) Calculation method and upper limit of the Company’s shares to be delivered to Directors
1)

Method for granting points to Directors, etc.
Pursuant to the Share Distribution Regulations set by the Board of Directors, the Company grants
points to each Director according to factors such as their position and the achievement of
performance targets at the point grant date stipulated in said regulations during the trust period.
However, the total number of points granted to Directors by the Company shall be no more than
20,000 points per fiscal year.
- 29 -

2)

Delivery of the Company’s shares in accordance with the number of points granted
Directors shall receive the Company’s shares in accordance with the procedures described in 3)
below according to the number of points granted as described in 1) above.
One point equates to one share of the Company. However, in the event that it is deemed reasonable toadjust the number of the Company’s shares to be delivered, such as a stock split or stock
consolidation, the number of the Company’s shares per point shall be adjusted according to the ratioof said stock split or stock consolidation, etc.

3)

Delivery of the Company’s shares to Directors
In principle, the delivery of the Company’s shares to Directors as described in 2) above shall be
carried out by the Trust, with each Director completing the prescribed procedures to determine
beneficiary rights at the time of his/her retirement.
However, a certain percentage of the Company’s shares may be sold in the Trust for the purpose ofwithholding tax payments, such as withholding income tax, and delivered as a cash payment in lieu
of the Company’s shares. In addition, in the event that the Company’s shares in the Trust areconverted into cash, such as when the Company’s shares in the Trust are tendered in a tender offer
and the purchase is settled, Directors may receive a cash payment in lieu of the Company’s shares.

(4) Exercise of voting rights
In accordance with the instructions of the trust administrator, who is independent of the Company and its
officers, the voting rights of the Company’s shares held in the Trust shall not be exercised. In doing so,
the Company intends to ensure neutrality toward the Company’s management with regard to the exercise
of voting rights related to the Company’s shares held in the Trust.
(5) Handling of dividends
The dividends pertaining to the Company’s shares in the Trust will be received by the Trust, and used as
funds to acquire the Company’s shares and for the trust fees of the trustees related to the Trust.

- 30 -

Reference: Nomination Policy
After consultation at the Board of Directors, the Company nominates Director candidates who fulfill the following
requirements. The mutual evaluation of officers conducted by the Nomination & Remuneration Advisory
Committee and the evaluation of effectiveness of the Board of Directors confirm whether or not current Directors
fulfill the following requirements and whether they will be nominated again.
Also, the Company maintains a policy for selecting candidates from both inside and outside the Company who aresuitable as Directors.
The nomination policy after transitioning to a Company with an Audit and Supervisory Committee (if Proposal No.
2 “Amendment to the Articles of Incorporation” is approved as originally proposed) is provided below.
[Requirements of all Directors]
1.

Possess the ability to make decisions in pursuit of the corporate philosophy, “through reliable managementwith noble aspirations, contribute towards the realization of a sustainable and flourishing society.”2.

Possess an excellent personality, strong virtue, a sense of fairness, a rich knowledge and wealth of experience.

3.

Understand social responsibility and missions, possess the ability to perform fair and accurate business
management and supervision based on the corporate philosophy and code of conduct.

4.

Possess adaptability to boldly address changes in the external environment, as well as objective decision
making ability, insight, and foresight.

5.

Does not possess an interest that could impact execution of duties.

[Requirements of inside Directors (excluding Directors who are Audit and Supervisory Committee Members)]
1.

Possess rich knowledge, experience and accomplishments related to the business of the Group.

2.

Ability to execute business and manage organizations under a cross-company perspective, not just in the fieldof one’s own experience.

[Requirements of outside Directors (excluding Directors who are Audit and Supervisory Committee Members)]
1.

Ability to advise and supervise from a different perspective from internal Directors based on a wealth ofexperience in corporate management and specialized fields.

2.

Concurrent positions must be within a reasonable range.

[Requirements of Directors who are Audit and Supervisory Committee Members]
1.

Ability to contribute to improving the soundness and transparency of management by auditing the businessexecution of Directors from a fair and objective standpoint.

2.

Possess a wealth of knowledge and experience in corporate management, business operations, legal affairs,
finance/accounting, auditing, etc.

3.

If a Director who is an Audit and Supervisory Committee Member is an outside Director, his/her concurrent
positions must be within a reasonable range.

- 31 -

Reference: Criteria for Determining Independence of Outside Officers of the Company
Outside officers who do not correspond to any of the following are designated as independent officers.
1

A person who is currently or has been within the past ten years an executive director, executive officer,
manager, or employee (hereinafter “Business Executor”) of the Company or its subsidiaries.

2

A shareholder who directly or indirectly holds 10% or more of the voting rights of the Company.

3

A party in which the Company or its subsidiaries directly or indirectly hold 10% or more of the voting rights.

4

A party whose major business partner is the Company or its subsidiaries (a party for whom total sales to theCompany or its subsidiaries in the most recent fiscal year comprise 2% or more of the party’s net sales for that
fiscal year).

5

A party who is a major business partner of the Company or its subsidiaries (a party to whom total annual salesof the Company or its subsidiaries in the most recent fiscal year comprise 2% or more of consolidated net salesof the Company for that fiscal year, or a party who has provided financing for 2% or more of consolidated
total assets of the Company at the end of the most recent fiscal year).

6

A party receiving over ¥10 million annually in donations or monetary aid from the Company or its subsidiaries.

7

A Business Executor or full-time corporate auditor of a company in which a Business Executor or full-time
Corporate Auditor of the Company or its subsidiaries is also serving concurrently as a Director or Corporate
Auditor.

8

A CPA, or partner, manager, or employee of a CPA office or auditing corporation that is the accounting auditorof the Company or its subsidiaries.

9

A consultant, accounting professional, or legal expert receiving ¥10 million or more annually in monetary orother assets (outside of officer remuneration) from the Company or its subsidiaries (if the party receiving theassets is a corporation or organization, a party to whom the total amount paid by the Company or its
subsidiaries in the most recent fiscal year is 2% or more of the party’s consolidated net sales for that fiscal
year).

10 For items 2 to 6, a Business Executor of the party’s parent company or consolidated subsidiary in the casewhere the party is a corporation.
11 A person to whom any of items 2 to 10 have applied within the past three years.
12 A relative within the second degree of kinship of a person described in items 1 to 11.
In the case where a relative within the second degree of kinship is the subject of this item, a Business Executor
refers to a Director (excluding outside Directors), Executive Officer, or General Manager.
13 A person who does not fall under the above items, but whose independence is questionable due to a risk ofenduring and substantial conflict of interest with general shareholders.

- 32 -

Reference: Corporate Governance Basic Policy
Under the corporate philosophy, “through reliable management with noble aspirations, contribute towards therealization of a sustainable and flourishing society,” the Group ensures compliance and achieves sustainable
company growth to enhance the Group’s contribution to society as a supermarket group trusted by all stakeholders.
In order to achieve this, the Group established a Corporate Governance Basic Policy to realize transparent, fair,swift, and bold decision-making, and continuously strive to fulfill corporate governance based on this policy.
The Group also established the Internal Controls System Management Committee, Risk Management Committee,
Nomination & Remuneration Advisory Committee, and Sustainability Promotion Committee as organizations toenhance corporate governance. Each committee engages in vibrant discussion, deliberates measures, and makes
decisions to fulfill their purpose. These details are deliberated in the Board of Directors meetings.
The Internal Controls System Management Committee deliberates proper execution of internal controls and reports
the results of these discussions and makes proposals to the Board of Directors. The Risk Management Committee
deliberates risks related to the business execution of the Group and reports the results of these discussions andmakes proposals to the Board of Directors. The Nomination & Remuneration Advisory Committee advises theBoard of Directors on matters related to the nomination of Directors and Executive Officers as well as
remuneration. The Sustainability Promotion Committee deliberates the proper promotion of sustainability andreports the results of these discussions and makes proposals to the Board of Directors.

- 33 -

(Attached Documents)

Business Report(March 1, 2023, to February 29, 2024)
I.

Status of the corporate group1.

Business activities and results
Change from theprevious fiscal year

Operating revenue¥809,709 million¥24,948 million¥24,118 million+5.8%
Change from theprevious fiscal year

Ordinary profit

Change from theprevious fiscal year

Operating profit

Profit attributable to owners of parent+24.6%¥16,938 million+26.0%
Change from theprevious fiscal year

+27.1%

During the current fiscal year, the outlook for the Japanese economy remained uncertain mainly due toongoing inflation, the impact from the depreciation of the yen, and the Russian invasion of Ukraine as wellas growing tensions in the Middle East. Meanwhile, socioeconomic activities in Japan were normalized
following the change in the legal classification of COVID-19 and the abolition of activity restrictions, andthe rate of economic growth showed underlying strength despite stagnation in some areas and companies
generally had strong earnings results.
In the food supermarket industry, which is the Group’s area of business, the environment surrounding
corporate operations is unpredictable due to rising costs on a variety of fronts such as personnel expenses,
despite generally favorable revenue due to increased product prices.
In this economic environment, the Group is working on the 7th Medium-Term Plan from the current fiscal
year to realize our Corporate Philosophy, Vision, and the “True to LIFE Declaration,” with a view to looking
toward to what we want to be in fiscal 2030.
As a specific initiative to promote management strategies based on the 7th Medium-Term Plan, we renewed
the smartphone app for customers in July 2023, adding more convenient and valuable features, and aresteadily increasing the number of users. We aim to further enhance the app. We have introduced electronic
shelf labels in stores in the Osaka Region following the Tokyo Region. Additionally, we expanded the scopeof the automated ordering service using AI-driven demand forecasting that was first introduced for daily
delivery food section in February 2021 to fresh produce departments orders starting in February 2024. In
April 2024, we plan to have the system in operation in all our stores as we steadily advance initiatives aimed
at realizing rewarding workplaces, including reduced workloads and operational streamlining.
As part of our efforts to contribute towards the realization of a sustainable and flourishing society, some ofour stores and logistics centers in the Osaka Region have been donating products to children’s cafeterias andother facilities offering free meals for children and other welfare programs. These products can no longer besold mainly because there is package damage or they have reached their sell-by date according to internal
rules although there are no problems regarding product quality. This activity was also started in logistics
centers in the Tokyo Region in September 2023 and Toyonaka City in the Osaka Region in January 2024. In
March 2023, we formed the “Tokyo Region Supermarket Logistics Study Group” to make concrete efforts
toward building sustainable food logistics, and as the number of companies endorsing this initiative has
increased to ten as of the end of February 2024, we received the “53rd Food Industry Technology
Achievement Award (Sustainability Category)” in recognition of our efforts. Additionally, the Tempozan
biogas power generation facility won the New Energy Foundation Chairman’s Award in the introduction
activities segment in the 2023 New Energy Awards held by the New Energy Foundation.
In February 2024, to promote further workstyle reforms and to enhance productivity, the Group moved ourTokyo Head Office from Taito-ku to Shinagawa Seaside in Shinagawa-ku.
We opened following new stores: Takarazuka Nakayamadera Store (Hyogo) and BIO-RAL PARCO_ya
Ueno Store (Tokyo) in March 2023, Kawasaki Tsukagoshi Store (Kanagawa) and Central Square LaLaport- 34 -

Kadoma Store (Osaka), which was our 300th store, in April, and Umejima Ekimae Store (Tokyo) and BIORAL Ariake Garden Store (Tokyo), which our first “Large BIO-RAL Cafe” is attached to, in June,
Sakuranomiya Store (Osaka) in September, Kachidoki Mid Store (Tokyo) in October, Shimomeguro Store(Tokyo) in November, and Hanshin Ashiya Store (Hyogo) in January 2024. Also, we have closed one store.
As for existing stores, we undertook renovations at a total of nine stores including Oizumigakuen Ekimae
Store, Kema Store, Higashinakano Store, Konohanadempo Store, Kumata Store, Kasuganomichi Store,
Sekime Store, Kinshicho Ekimae Store, and Ishizu Store enhancing the product lineups such as BIO-RAL
brand products and frozen foods.
The Group’s operating revenue totaled ¥809,709 million (up 5.8% year on year) as a result of the expansionof new stores and online supermarkets, the strengthening of private brand products such as “BIO-RAL,” andimplementing product initiatives that sought to enhance freshness and taste of our products. On the other
hand, as for selling, general and administrative expenses, the Group saw increases in various property
expenses such as rent expenses from opening new stores, and personnel expenses from increased hiring
activities. However, with initiatives to increase productivity and optimize costs leading to results exceeding
the plan and aggressive investment in the future producing results, operating profit was ¥24,118 million (up26.0% year on year), ordinary profit was ¥24,948 million (up 24.6% year on year), and profit attributable toowners of parent was ¥16,938 million (up 27.1% year on year).
Results by segment are as follows:
Retail Business
Operating revenue was ¥809,472 million (up 5.8% year on year), with net sales of ¥780,028 million (up5.6% year on year), and segment profit of ¥24,565 million (up 24.8% year on year).
Net sales by department were ¥339,572 million (up 5.1% year on year) for fresh produce, ¥349,672 million(up 6.7% year on year) for general food, ¥67,630 million (up 4.6% year on year) for lifestyle products, and¥23,153 million (up 0.7% year on year) for apparel.
Units: Millions of yen; figures in ( ) indicate percentage of net sales*Amounts less than one million yen are rounded down
Fresh produce General foodLifestyleproducts

ApparelTenants

Total

67th Fiscal Year
(2021/3 - 2022/2)

323,082

324,343

64,82323,1509,680

745,080(43.4)(43.5)

(8.7)

(3.1)

(1.3)

(100.0)68th Fiscal Year(2022/3 - 2023/2)

323,247

327,577

64,66723,001–

738,494(43.8)(44.3)

(8.8)

(3.1)

(–)

(100.0)69th Fiscal Year(2023/3 - 2024/2)

339,572

349,672

67,63023,153–780,028(43.5)(44.8)

(8.7)

(3.0)

(–)

(100.0)- 35 -

Other Business
Operating revenue from LIFE FINANCIAL SERVICE was ¥2,749 million (up 6.7% year on year), withsegment profit of ¥382 million (up 15.2% year on year).
New store information for March 2023 to February 2024
Mar. 2023

Takarazuka Nakayamadera Store(Hyogo)Apr. 2023

Kawasaki Tsukagoshi Store (Kanagawa) Apr. 2023

Central Square LaLaport Kadoma Store(Osaka)Jun. 2023

Umejima Ekimae Store (Tokyo)

Jun. 2023

BIO-RAL Ariake Garden Store (Tokyo)

Sep. 2023

Sakuranomiya Store (Osaka)

Oct. 2023

Kachidoki Mid Store (Tokyo)

Nov. 2023

Shimomeguro Store (Tokyo)

Jan. 2024

Hanshin Ashiya Store (Hyogo)Mar. 2023- 36 -

BIO-RAL PARCO_ya Ueno Store(Tokyo)2.

Capital expenditures
Major capital expenditures during the fiscal year under review are as follows:(1) Stores opened during the fiscal year under review
Osaka Region:
Tokyo Region:

Takarazuka Nakayamadera Store, Central Square LaLaport Kadoma Store,
Sakuranomiya Store, Hanshin Ashiya StoreBIO-RAL PARCO_ya Ueno Store, Kawasaki Tsukagoshi Store, Umejima Ekimae
Store, BIO-RAL Ariake Garden Store, Kachidoki Mid Store, Shimomeguro Store(2) Stores that underwent large-scale renovation during the fiscal year under review
Osaka Region:
Tokyo Region:

Kema Store, Kasuganomichi Store, Ishizu Store, Konohanadempo Store, Kumata
Store, Sekime Store
Oizumigakuen Ekimae Store, Higashinakano Store, Kinshicho Ekimae Store

Financing for the abovementioned facilities was primarily allocated from the Group’s own funds.
3.

Financing
Not applicable.

- 37 -

4.

Environmental and social initiatives
We are working to solve environmental issues under one of the main themes of the 7th Medium-Term Plan,
which is “contributing towards the realization of a sustainable and flourishing society.”(1) Reduction of food waste
The Company has set a quantitative target of reducing food waste by 50% (compared to fiscal 2017) as
what we want to be in fiscal 2030. In the fiscal year under review, we continued to implement various
initiatives aimed at achieving the target.
- Donations to children’s cafeterias
In order to contribute to local communities, the Company has expanded the provision of products tochildren’s cafeterias. We provide products that cannot be sold due to damaged packaging and otherreasons, and foods that have reached their sell-by date according to internal rules but are still safe to eat.
In the fiscal year under review, the Matsudo Comprehensive Logistics Center, Kawasaki Comprehensive
Logistics Center, EC Sakurashinmachi Store, and 15 other stores (Higashinippori Store, Sakurashinmachi
Store, Gose Store, five stores in Toyonaka City, three stores in Kyoto City, and four stores in Yao City)
started donation activities through local social welfare councils and other organizations.
- Development of upcycled products
The Company is developing upcycled products that make use of discarded ingredients to add value andturn them into new products.
We develop and sell products such as dried fruits made from pineapple cores, which had been discarded
during the production of pre-cut fruit, “BIO-RAL’s Smoked Chicken Liver Made with only Salt andSqueezed Ginger,” which is made from liver left over from the production of steamed chicken for salad,and “BIO-RAL’s First Flush Organic Green Tea Bags,” which are made using stalks, powder, and otherbyproducts of sorting tea.
- Changing the labeling of best-before dates for private brand products
The Company is changing the labeling of best-before dates for processed foods of its private brandproducts from providing the Year, Month, and Day, to only including the Year and Month as necessary.
With regard to the labeling of best-before dates, it is regarded acceptable to only indicate the Year andMonth for products whose period between the date of manufacture and the best-before date exceeds threemonths. By making this change, we aim to improve the efficiency of product management and reducefood waste arising from date management.
(2) Awards received for our efforts- Received the “New Energy Foundation Chairman’s Award”
In the introduction activities segment of the “2023 New Energy Awards (sponsored by New Energy
Foundation; supported by the Ministry of Economy, Trade and Industry),” our Tempozan bio-gas power
generation facility won the “New Energy Foundation Chairman’s Award” for the bio-gas power
generation facility utilizing food waste discharged from food processing plants.
Since its inception in 1996, the goal of the “New Energy Awards” has been to promote the adoption of
new energy and related technology through awards, broadly calling for entries related to new-energy
initiatives involving the development of equipment, installation of facilities, raising of awareness, andcutting-edge businesses.
We expect the Tempozan bio-gas power generation facility to reduce food waste by approximately 4,380
tons per year and generate approximately 700,000 kWh of electricity per year, equivalent to the annual
output of approximately 160 ordinary households.
- Received the “53rd Food Industry Technology Achievement Award (Sustainability Category)”- 38 -

The “Tokyo Region Supermarket Logistics Study Group,” which includes the Company, was awarded the“53rd Food Industry Technology Achievement Award (Sustainability Category)” in recognition of its joint
efforts toward building sustainable food logistics.
The “Food Industry Technology Achievement Award” is awarded by Shokuhin Sangyo Shimbunsha Co.,
Ltd. to corporations and organizations that have developed technologies and products that havecontributed significantly to the development of the food industry in six categories (“Products andTechnology,” “Materials, Equipment, and Systems,” “Marketing,” “International,” “Sustainability,” and“Regional Revitalization”).
(3) Food education activities
The Company is conducting food education activities in stores, schools, online, and elsewhere, with theaim of connecting customers and stores so that the local community places trust in us as a company and in
our stores.
We held food education classes at 230 schools with 15,117 participants for the fiscal year under review.
We also co-hosted 25 sustainability events with manufacturers attended by 694 participants, including the“SDGs Food Education Event for Parents and Children,” which was jointly held with KANEKACORPORATION, and the “Life Sustainability Tour,” where participants learn about environmental issues
and measures to address them. Our events were well received both in terms of parent-child events and as
their independent study themes.
5.

Creating a rewarding work environment in which diverse talent can play an active role
With the aim of becoming a “company that utilizes diverse human resources” by ensuring diversity in termsof gender, nationality, age, and other factors and providing an environment in which each employee candemonstrate their abilities and knowledge, we have established the Diversity Promotion Office as anorganization to promote initiatives on this front.
(1) Promoting women’s active participation- In order to promote the advancement of women, we are working to expand the number of departments andduties assigned to female employees, and to promote women who work reduced hours due to childcare to
managerial positions. We also increased the number of store managers in order to create a system inwhich female employees can continue to work as managers while raising children or providing nursingcare.
- Appointment of female managers
Fiscal 2023 results (composition ratio)

Year-on-year difference (change from theprevious fiscal year)

Number of female managers (including
those who responsible for the
management of working hours)
Female Store Managers, Section
Managers, and above
Number of female managers working
reduced hours

194 (10.6%)+32 (+1.2%)

37 (5.9%)+7 (+0.8%)18–(2) Promoting employment of persons with disabilities- We promote the creation of a corporate culture in which people can support each other and play activeroles regardless of whether they have disabilities or not.

- 39 -

As of the end of fiscal 2023, 688 employees with disabilities (3.4% of total employees) worked for theCompany.
Initiatives for fiscal 2023
- Proactively host workplace training- Visit various types of schools for special needs and strengthen cooperation- Provide employment retention support through regular store visits- Carry out activities to disseminate information to employees (presentations at meetings, broadcast ofinternal educational videos, publication of internal newsletters, revisions to handbook for persons withdisabilities, etc.)(3) Promoting opportunities for mid-career hires- We employ diverse human resources with specialist skills, regardless of age and gender, such as staff insales divisions for stores, staff for product development at food process centers or store building design,certified public accountants, and tax accountants. As of the end of fiscal 2023, 30.2% of mid-career hires(538 employees) played active roles in managerial positions.
6.

Financial and capital strategy(1) Action to implement management that is conscious of cost of capital and stock price- Based on our understanding of the cost of capital, the Company formulates a management plan to realize
our Corporate Philosophy and Vision, and discloses an overview of the plan. Investment plans andspecific measures based on the management plan are reviewed annually regarding their progress andrevised appropriately based on changes in the external environment and other factors.
- We recognize that our current weighted average cost of capital (WACC) is at most 5%, and are monitoring
the profitability of capital and profit levels to ensure that we have achieved a ROIC of 6%, which
exceeds WACC. (Fiscal 2023 results (consolidated): ROIC 9.3%)(2) Shareholder return policy- We believe that it is possible to further improve shareholder returns without undermining our financial
foundation in order to achieve “what we want to be in fiscal 2030,” which we set forth when formulating
the 7th Medium-Term Plan.
- While adhering to the previous basic policy of “maintaining stable payment of dividends,” the Company
has established a new shareholder return policy based on its belief in placing greater emphasis on the
return of profit to its shareholders in conjunction with medium- to long-term growth of the Company.
Under the new shareholder return policy, “while maintaining a basic policy of paying dividends andtargeting a dividend payout ratio of 30%, the Company will also remain mindful of continuing to pay
stable dividends with a dividend on equity ratio (DOE) of 3% as a guide.”- 40 -

7.

Trends in assets and operating results(1) Trends in assets and operating results of the corporate group
PeriodCategory

66th Fiscal Year

67th Fiscal Year68th Fiscal Year

ended February 2021

ended February 2022

ended February 2023

69th Fiscal Year(fiscal year underreview)
ended February 2024

Operating revenue (Millions of yen)

759,146

768,335

765,426

809,709

Ordinary profit(Millions of yen)

28,156

23,69520,01524,948

Profit attributable to owners ofparent(Millions of yen)

17,824

15,20813,327

16,938

Earnings per share(Yen)

380.32324.50284.35360.93

Total assets(Millions of yen)

268,307270,229

280,810287,146

Net assets(Millions of yen)

97,560110,299

122,002

136,855

2,081.61

2,353.44

2,599.79

2,916.09

Net assets per share
Notes:(Yen)

1. Earnings per share is calculated based on the average number of shares outstanding during each fiscal year, and theamount of net assets per share is calculated based on the total number of shares outstanding at the end of each fiscal year.
Treasury shares are excluded from the average number of shares outstanding during each fiscal year and from the total
number of shares outstanding at the end of each fiscal year.
2. Amounts less than one million yen are rounded down, except for amounts of earnings per share and net assets per share.
3. The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31,2020), etc. from the beginning of the 68th fiscal year, and each figure from the 68th fiscal year onward is the figure after
applying the accounting standard, etc.

(2) Trends in assets and operating results of the reporting company
PeriodCategory

66th Fiscal Year
ended February 2021

67th Fiscal Year
ended February 2022

68th Fiscal Year
ended February 2023

69th Fiscal Year(fiscal year underreview)
ended February 2024

Operating revenue (Millions of yen)

758,259

767,379

765,240

809,472

Ordinary profit(Millions of yen)

27,972

23,556

19,68324,565

Profit(Millions of yen)

17,665

15,066

12,977

16,706(Yen)

376.93321.46276.87355.99Total assets(Millions of yen)

274,950275,299

283,477

289,603

Net assets(Millions of yen)

98,170110,634

120,563

134,043

2,094.63

2,360.60

2,569.11

2,856.17

Earnings per share

Net assets per share
Notes:(Yen)

1. Earnings per share is calculated based on the average number of shares outstanding during each fiscal year, and theamount of net assets per share is calculated based on the total number of shares outstanding at the end of each fiscal year.
Treasury shares are excluded from the average number of shares outstanding during each fiscal year and from the total
number of shares outstanding at the end of each fiscal year.
2. Amounts less than one million yen are rounded down, except for amounts of earnings per share and net assets per share.
3. The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31,2020), etc. from the beginning of the 68th fiscal year, and each figure from the 68th fiscal year onward is the figure after
applying the accounting standard, etc.

- 41 -

8.

Significant parent company and subsidiaries(1) Parent company
Not applicable.
(2) Significant subsidiaries
Company name

LIFE FINANCIAL SERVICE

9.

Share capital¥499 million

Ownership

Principal lines of business100.0%

Credit card and e-money business

Issues to be addressed
In terms of the future outlook for the Japanese economy, a real recovery in inbound demand as well as wage
increases that exceed inflation seem possible, and we expect the economy to follow a track of recovery
driven by expanded personal consumption. Overseas, however, while economies showed underlying
strength, frequent natural disasters, fiscal, monetary, and trade policies in Europe and the United States,
economic trends in China, and heightened geopolitical risks continue to affect the Japanese economy, andthe situation remains less optimistic.
In the retail industry, increasing financial assets and rising wages, etc. are supporting consumption.
However, challenging conditions remain amid inflation and increasingly serious labor shortages. As aresult, we are seeing more drastic moves in the industry, including drugstores expanding their foodofferings, growth in discount-style retailing, and an expansion beyond traditional operations into the fresh
food segment, including by major online retailers.
In this challenging environment, to become the stores most trusted by customers in local communities, andto achieve even greater success, we are advancing our 7th Medium-Term Plan starting in the current fiscal
year to realize our Corporate Philosophy, Vision and the “True to LIFE Declaration,” with a focus on our
vision for the fiscal year ending February 28, 2030.
In the 7th Medium-Term Plan, the three main themes that we address are as follows.
-

Investment in people – We aim to increase motivation through employee growth and satisfaction,
which will advance the 7th Medium-Term Plan and lead to company growth.

-

Breaking away from homogeneous competition – We aim to provide customers with a comfortable
shopping experience by expanding our internet business while refining our unique products andservices in order to realize seamless and convenient shopping.

-

Contributing towards the realization of a sustainable and flourishing society – As a “lifeline for thecommunity” – we aim to implement initiatives necessary for a sustainable and flourishing society(reduction of environmental impacts, contribution to the local community, etc.).

In promoting the three themes, all employees personally engage in “kaizen” activities under the slogan of“Linking the Circle of Kaizen” in order to promote efficiency and secure funds for investment to realize the
7th Medium-Term Plan, even in the current situation of labor shortages.
Through the abovementioned measures, we aim to improve our corporate value and achieve sustained
growth, as a business entity that is trusted by customers, society and employees.
The economy is following a track of recovery with the normalization of socioeconomic activities, and wages
are expected to rise, but the impact of product prices rising at a more moderate pace and of continuous
inflation on consumption makes it extremely difficult to forecast results trends. Even though the outlook
remains unclear, however, for the second year of the 7th Medium-Term Plan (fiscal 2024), the Group
forecasts operating revenue of ¥853.4 billion (up 5.4% year on year), operating profit of ¥24.7 billion (up2.4% year on year), ordinary profit of ¥25.5 billion (up 2.2% year on year), and profit attributable to ownersof parent of ¥17.0 billion (up 0.4% year on year). Although we may revise our business outlook in response- 42 -

to changes in the social and economic environment, we steadily implement all measures to “realize our
Corporate Philosophy, Vision, and the True to LIFE Declaration,” which are the goals of the 7th MediumTerm Plan.
10. Principal lines of business (as of February 29, 2024)
The Group is mainly engaged in the retail business, handling fresh produce, general food, sundries and otherlifestyle products, apparel, and the credit card and e-money business. The Group also conducts incidental
operations, including the leasing of stores.
11. Major business locations (as of February 29, 2024)

Osaka
Kyoto
Hyogo
Nara

LIFE: 305 stores
167 stores in the Osaka Region
138 stores in the Tokyo Region
127 storesTokyo
95 stores
18 stores
Kanagawa
31 stores
19 stores
Saitama
7 stores3 storesChiba
5 stores(1) Logistics centers and other locations of the Company
1) Osaka

2) Tokyo3) Saitama

4) Chiba
5) Kanagawa

Nanko Food Process Center
Sakai Food Process Center
Suminoe Logistics Center
Shintempozan Low Temperature Logistics Center
Tempozan Food Process Center
Osaka Hirabayashi Comprehensive Logistics Center
Osaka Hirabayashi Food Process Center
Higashigotanda Satellite Delicatessen Center
Sakurashinmachi Satellite Delicatessen Center
Kurihashi Food Process Center
Yoshikawa Ekimae Bakery Center
Kazo Food Process Center
Matsudo Comprehensive Logistics Center
Funabashi Food Process Center
Kawasaki Comprehensive Logistics Center(2) Head offices and headquarters of subsidiaries
LIFE FINANCIAL SERVICE
Head Office and Headquarters (Taito-ku, Tokyo)- 43 -

12. Employees (as of February 29, 2024)(1) Employees of the corporate group

Note:

Number of employees

Increase/decrease from theprevious fiscal year-end

7,304

+179

In addition to the above, the average number of part-timers employed during the period was 24,867 (converted on an eighthour workday basis).

(2) Employees of the reporting company
Increase/decrease from theprevious fiscal year-end

Number of employees
7,299
Note:

Average age

Average years of service

40.8 years old+182

15.3 years

In addition to the above, the average number of part-timers employed during the period was 24,867 (converted on an eighthour workday basis).

13. Major creditor banks and balance of borrowings (as of February 29, 2024)(Millions of yen)
Creditor banks

Balance of borrowings

Sumitomo Mitsui Trust Bank, Limited

14,966The Norinchukin Bank

13,020MUFG Bank, Ltd.

3,715

Sumitomo Mitsui Banking Corporation

3,270

Mizuho Bank, Ltd.

2,166

Resona Bank, Limited

1,586

Development Bank of Japan Inc.

1,264
578

The Bank of Yokohama, Ltd.
Note:

Amounts less than one million yen are rounded down.

14. Other important matters relating to the current status of the corporate group
Not applicable.

- 44 -

II. Shares of the Company (as of February 29, 2024)
1. Total number of authorized shares
2. Total number of issued shares
3. Number of shareholders
4. Major shareholders

120,000,000 shares
49,450,800 shares (including 2,439,031 treasury shares)
7,313
Number of shares held
Shareholding ratio (%)(shares)Name
Mitsubishi Corporation

10,562,500

22.5

Seishin Kosan Corporation

5,382,000

11.4

LIFE Sport Foundation

3,229,200

6.9

The Master Trust Bank of Japan, Ltd. (Trust Account)

3,024,600

6.4

LIFE Mutual Prosperity Association

2,327,912

5.0

Sumitomo Mitsui Trust Bank, Limited

2,264,000

4.8

The Norinchukin Bank

1,400,276

3.0

Custody Bank of Japan, Ltd. (Trust Account)

1,081,200

2.3

SUMITOMO LIFE INSURANCE COMPANY

737,000

1.6

Hisako Shimizu

701,400

1.5

Note:

The shareholding ratio is calculated after deducting treasury shares (2,439,031 shares).
The treasury shares do not include 80,500 shares of the Company held by Custody Bank of Japan, Ltd. as trust assets for the“Trust for Delivering Shares to Directors.”

5. Shares granted to the Company’s officers as consideration for their performance of duties during the
fiscal year under review
Number of shares
Number of eligible persons
Directors (excluding Outside Directors)
3,728
1
Notes:

1. Details of the Company’s share remuneration are presented in section “IV. Company Officers, 4. (1) Remuneration for
Directors” of the Business Report.
2. The above are the shares which were provided to a retired Director.

6. Other important matters related to shares
Not applicable.
III. Share acquisition rights, etc. of the Company
Not applicable.

- 45 -

IV. Company Officers
1. Directors and Corporate Auditors (as of February 29, 2024)
Position

Name

Responsibilities of the Company and significant concurrent
positions outside the Company
Group CEO of Development Group Headquarters
Member of the Nomination & Remuneration Advisory Committee
Representative Director and Vice President of Nihon Ryutsu

Representative Director and President

Takaharu Iwasaki

Sangyo Co., Ltd.
Representative Director and Chairman of LIFE FINANCIALSERVICE
Chairman of Japan Supermarkets Association

Director & Senior Managing Executive
Officer
Director & Managing Executive
Officer
Director & Managing Executive
Officer

Tomehisa Morishita
Takashi Sumino
Nobuyuki Kawai

Group CEO of Corporate Functions Group Headquarters andDivision COO of Information Strategy Division
Group CEO of Infrastructure Group Headquarters
Deputy Group CEO of Corporate Functions Group Headquarters
and Division COO of Corporate Finance and Accounting Division
Chairperson of the Nomination & Remuneration Advisory
Committee

Director

Koichi Narita

Director

Haruhiko Yahagi

Director

Hiroko Kono

Director

Takashi Katayama

Full-Time Corporate Auditor

Kaoru Sueyoshi

Corporate Auditor

Mitsuo Maki

Attorney at law

Corporate Auditor

Naoko Miyatake

Member of the Nomination & Remuneration Advisory Committee

Corporate Auditor

Koji Shiono

Certified tax accountant

Notes:

Outside Director (Audit and Supervisory Committee Member) of
PayPay Corporation

1. The Company has established a Nomination & Remuneration Advisory Committee, with an independent outside
Director as the chair, as a non-mandatory advisory body to the Board of Directors.
2. Koichi Narita, Haruhiko Yahagi, Hiroko Kono, and Takashi Katayama are outside Directors. The Company has
submitted notification to the Tokyo Stock Exchange that they have been appointed as independent officers.
3. Mitsuo Maki, Naoko Miyatake, and Koji Shiono are outside Corporate Auditors. The Company has submitted
notification to Tokyo Stock Exchange that they have been appointed as independent officers.
4. Corporate Auditor Mitsuo Maki is well-versed in corporate legal affairs as an attorney at law and has sufficientknowledge to audit corporate management.
5. Corporate Auditor Naoko Miyatake has sufficient knowledge to audit corporate management, given her extensive
experience as a corporate executive.
6. Corporate Auditor Koji Shiono is a certified tax accountant and has considerable knowledge of finance and accounting.
7. The Company has entered into a directors and officers liability insurance policy, as defined in Article 430-3, paragraph(1) of the Companies Act, with an insurance company. The scope of those insured by this policy is Directors andCorporate Auditors of the Company, as well as Directors and Corporate Auditors of the Company’s subsidiaries. The
insured do not pay insurance premiums.
This insurance policy provides coverage for damages that may arise from the assumption of liability incurred in thecourse of the execution of duties by the insured or claims pertaining to the pursuit of such liability. The Company plansto renew the insurance policy with the same contents at the next renewal.

- 46 -

2. Changes to Directors and Corporate Auditors during the fiscal year under review(1) New appointment
At the 68th Annual General Meeting of Shareholders held on May 25, 2023, Koji Shiono was newly
elected and appointed as Corporate Auditor.
(2) Retirement
Director Toshiaki Namiki and Corporate Auditor Junichi Hamahira retired upon the expiry of theirterms of office at the conclusion of the 68th Annual General Meeting of Shareholders held on May 25,
2023.
(3) Changes in positions and responsibilities of Directors during the fiscal year under review
Name

New position

New responsibilities

Former position

Group CEO of
Business Group

Formerresponsibilities

Group CEO of
Business Group

Headquarters andGroup CEO of

Date of change

May 25, 2023

Headquarters

Development Group
Headquarters
Group CEO of
Business Group
Headquarters,

Representative
Takaharu Iwasaki

Director andPresidentGroup CEO of
Development Group
Headquarters, andDivision COO of
Business Strategy
DivisionGroup CEO of
Business Group
Representative

Headquarters andGroup CEO of

Director andPresident

Development Group
Headquarters

Group CEO of
Development Group

Group CEO of
Business Group

Headquarters

Headquarters,
Group CEO of

September 1, 2023

Development Group October 16, 2023
Headquarters, andDivision COO of
Business Strategy
Division(4) Changes in positions and responsibilities of Directors after the end of the fiscal year under review
Not applicable.

- 47 -

3. Total amount of remuneration for Directors and Corporate Auditors

Category

Total amount of
remuneration(Millions of yen)

Total amount of remuneration by type (millionsof yen)Fixed remuneration

Performance-linked
remuneration

Number of recipients

Director(of which outside Directors)

210
(32)

195
(32)

14
(–)

9
(4)

Corporate Auditor(of which outside Corporate
Auditors)

38
(25)

38
(25)

–
(–)

5
(4)

Total
(of which outside officers)

248
(57)

233
(57)

14
(–)

14
(8)

Notes:

1. The abovementioned figures include one Director and one outside Corporate Auditor who retired at the conclusion of
the 68th Annual General Meeting of Shareholders held on May 25, 2023.
2. At the 52nd Annual General Meeting of Shareholders held on May 24, 2007, it was resolved that remuneration for
Directors shall be no more than ¥35,000 thousand per month. The number of Directors at the conclusion of this
General Meeting of Shareholders was 14.
In addition, separate from the above monetary remuneration, at the 64th Annual General Meeting of Shareholders
held on May 23, 2019, it was resolved that the upper limit of money contributed by the Company to the board benefit
trust for performance-linked share remuneration shall be ¥200,000 thousand in total for the five fiscal years from thefiscal year ended February 29, 2020 to the fiscal year ended February 29, 2024 (the term of which may be extended),
and that the total number of points to be granted as share remuneration shall be no more than 20,000 points (where
one point equates to one share in the Company) for each fiscal year (outside Directors and non-residents of Japan
shall not be eligible for share remuneration). The number of Directors (excluding outside Directors) at the conclusionof this Annual General Meeting of Shareholders was seven.
3. At the 64th Annual General Meeting of Shareholders held on May 23, 2019, it was resolved that the remuneration for
Corporate Auditors shall be no more than ¥6,000 thousand per month. The number of Corporate Auditors at theconclusion of this General Meeting of Shareholders was four.

- 48 -

4. Policies for determining remuneration for Directors and other officers(1) Remuneration for Directors
At the Board of Directors meeting held on March 15, 2019, the Company passed a resolution on thedecision-making policy related to remuneration of individual Directors.
The basic policy for remuneration of Directors is to appropriately reflect the Company’s performance andindividual contribution in remuneration for each component described below, considering industry levels
and levels of similar sized companies with reference to survey results from external institutions.
In addition, the Company has adopted performance-linked remuneration for the purpose of increasing the
Directors’ motivation to contribute to improving medium-to-long-term performance and increasing
corporate value.
Remuneration for outside Directors is comprised solely of role-based remuneration in light of their role andindependence.
In order to ensure transparency and fairness of the process for determining remuneration for Directors, theNomination & Remuneration Advisory Committee, a majority of whose members are outside officers andwhich is established as an advisory body to the Board of Directors, deliberates on remuneration and reports
its findings to the Board of Directors. The Board of Directors has passed a resolution that it will make its
decision in accordance with the details of such findings. Furthermore, regarding the remuneration ofindividual Directors for the fiscal year under review, the Board of Directors has confirmed that the methodfor determining the content of remuneration and the determined content of remuneration are consistent withthe decision-making policy, and the report from the Nomination & Remuneration Advisory Committee isrespected, and it is judged that the content is in line with the policy.
Members of the Nomination & Remuneration Advisory Committee include the Representative Director,
independent outside Directors, and independent outside Corporate Auditors. The reason for including
independent outside Corporate Auditors in the Nomination & Remuneration Advisory Committee is to makemore appropriate decisions about the nomination and remuneration of Directors by receiving opinions on
nomination and remuneration of Directors from members of the Board of Corporate Auditors.
[Components of Director remuneration](i)Role-based remuneration: Remuneration paid for duties and responsibilities as Director,
outside Director, or Representative Director (Fixed
remuneration)(ii) Remuneration for businessexecution: Remuneration paid for performing duties and responsibilities aswell as for the results of business executed (individually
determined commensurate with the state of business execution
and other factors of each Director, based on a range of
remuneration set according to duties and responsibilities)(iii) Performance-linked remuneration : Based on target figures for consolidated ordinary profit, which is
the Company’s management target, each Director is granted
points, which are converted into shares, determined for eachposition according to the achievement of the targets for eachfiscal year. The Company’s shares are then delivered based on
the number of points. (The Board of Directors determines thetarget figures each fiscal year, and achieving the targeted
ordinary profit is required.)- 49 -

[Performance-linked remuneration]
This is a performance-linked share remuneration plan (the “Plan”), established in accordance with thedetails of a resolution at the General Meeting of Shareholders, under which the Company grants points
pursuant to the Director Performance-Linked Share Distribution Regulations set by the Board of Directors
and delivers shares based on the total number of points accumulated at retirement.
A target figure for consolidated ordinary profit, which is the Company’s management target, is used as anindicator for remuneration, and each Director is granted points, which are converted into shares, determinedfor each position according to the achievement of the targets for each fiscal year as follows.

- 50 -

● Points to be granted are calculated based on the following formula (rounded down to the nearest integer).
Points to be granted = position-based base points(*1) x performance-linked coefficient(*2)(*1) Position-based base points
Position

Position-based base points

Director & Chairman

1,716

Director and President

2,439

Director & Senior Managing Executive
Officer

1,084

Director & Managing Executive Officer

767

Director & Senior Executive Officer

496(*2) The performance-linked coefficient is set, as below, between 0.0 and 1.5, based on the achievementof the target for ordinary profit(*3) for the corresponding evaluation period.
Achievement level of the target for ordinary
profitPerformance-linked coefficient

120% and higher

1.5

100% and higher, less than 120%

2.5 x achievement level - 1.5

90% and higher, less than 100%

6.0 x achievement level - 5.0

Less than 90%0.0(*3) The target for ordinary profit is determined by the Board of Directors each fiscal year. Achieving thetargeted ordinary profit is required for the target to be considered achieved.
The Plan aims to increase Directors’ motivation to contribute to improving medium- to long-term
performance and increasing the Company’s corporate value by better clarifying the link between the
Company’s share value and Directors’ remuneration in addition to granting shares based on performance foreach fiscal year, having these Directors benefit from the advantages of rising share prices while at the sametime assuming the risks of falling share prices, and sharing the benefits and risks of share price fluctuations
with shareholders.
The Company selected consolidated ordinary profit as a target indicator based on this premise because it
was determined to be an appropriate indicator for improving the ordinary state of management of theCompany, and because achieving this business target will maintain a strong motivation toward performance.
Furthermore, the target consolidated ordinary profit for the fiscal year under review is a profit of ¥22.2
billion, and the remuneration will not be provided unless the consolidated ordinary profit reaches at least
90% of the target. The actual results for the fiscal year under review were a profit of ¥24,948 million, which
is 112.4% of the target. As the payment requirement has been met, performance-linked remuneration
corresponding to the points granted in accordance with the target level achieved has been recorded as an
expense in accordance with the Director Performance-Linked Share Distribution Regulations.
(2) Remuneration for Corporate Auditors
Remuneration for Corporate Auditors is determined by discussion among Corporate Auditors within thelimits of the total remuneration determined by the General Meeting of Shareholders, with the results of suchdetermination reported to the Board of Directors.
(3) Process of determining remuneration and limits of remuneration for Directors and other officers
In accordance with the above basic policy and the remuneration limits resolved by the General Meeting of
Shareholders, the Nomination & Remuneration Advisory Committee deliberates on and evaluates theamounts of Director remuneration, and the Board of Directors passes a resolution on the decision based on
the reports of the Nomination & Remuneration Advisory Committee. Further, remuneration limits for
Directors and other officers are as follows.

- 51 -

Directors:

No more than ¥35 million per month (pursuant to the resolution at the 52nd Annual
General Meeting of Shareholders held on May 24, 2007)
Corporate Auditors: No more than ¥6 million per month (pursuant to the resolution at the 64th Annual
General Meeting of Shareholders held on May 23, 2019)
Separate from the limits above, a resolution on the Plan was passed at the 64th Annual General Meeting of
Shareholders held on May 23, 2019, whereby the target period of the trust established for the Plan shall befive fiscal years from the fiscal year ended February 29, 2020, to the fiscal year ended February 29, 2024
(the target period may be extended). The maximum amount of contributions was set at ¥200 million.
Officers eligible for payment under the Plan are Directors excluding outside Directors.

- 52 -

5. Outside Directors and outside Corporate Auditors(1) Relationships between the Company and organizations where outside officers hold importantconcurrent positions
Although the Company has a business relationship in relation to merchant agreements with PayPay
Corporation, where outside Director Hiroko Kono concurrently serves as an outside director, it has no
special relationship with that company.
(2) Major activities during the fiscal year under review
Category

Name

Attendance at meetings, comments made, and outline of duties performed inrelation to the roles expected of outside Directors
He attended all 17 Board of Directors meetings held during the fiscal year underreview, actively offered opinions in the meetings that were mainly based on his
expertise and from a perspective of a corporate executive with rich experience,

Director

Koichi Narita

and fulfilled appropriate roles in ensuring appropriate and proper decisionmaking.
He also serves as the chairperson of the Nomination & Remuneration Advisory
Committee.
He attended all 17 Board of Directors meetings held during the fiscal year underDirector

Haruhiko Yahagi

review, actively offered opinions in the meetings mainly based on his deep
knowledge of the retail industry and digital marketing, and fulfilled appropriate
roles in ensuring appropriate and proper decision-making.
She attended all 17 Board of Directors meetings held during the fiscal year
under review, actively offered opinions in the meetings mainly based on her

Director

Hiroko Kono

deep knowledge of human resource development and from a perspective of aninvestor, and fulfilled appropriate roles in ensuring appropriate and proper
decision-making.
He attended all 17 Board of Directors meetings held during the fiscal year underreview, actively offered opinions in the meetings mainly based on his rich

Director

Takashi Katayama

experience of a corporate executive and high level of knowledge related tologistics environment systems and overseas logistics, and fulfilled appropriate
roles in ensuring appropriate and proper decision-making.

Corporate Auditor

Mitsuo Maki

He attended 16 of the 17 Board of Directors meetings and 11 of the 12 Board of
Corporate Auditors meetings held during the fiscal year under review andprovided remarks that were mainly based on his expertise as an attorney at law.
She attended all 17 Board of Directors meetings and all 12 Board of Corporate
Auditors meetings held during the fiscal year under review and provided

Corporate Auditor

Naoko Miyatake

remarks that were mainly based on her expertise as a corporate executive.
She also serves as a member of the Nomination & Remuneration Advisory
Committee.

Corporate Auditor

Koji Shiono

He attended all 14 Board of Directors meetings and all 9 Board of Corporate
Auditors meetings held during the fiscal year under review after his
appointment and provided remarks that were mainly based on his expertise as acertified tax accountant.

(3) Matters pertaining to limited liability agreements
The Company has entered into limited liability agreements with Directors Koichi Narita, Haruhiko
Yahagi, Hiroko Kono, and Takashi Katayama, as well as Corporate Auditors Mitsuo Maki, Naoko
Miyatake, and Koji Shiono, to limit their liability stipulated in Article 423, paragraph (1) of theCompanies Act. Under these limited liability agreements, their liability shall be limited to the minimum
liability amount provided for under Article 425, paragraph (1) of the Companies Act.

- 53 -

V.

Accounting Auditor

1. Name

KPMG AZSA LLC

2. Amount of remuneration
Amount of
remuneration(Millions of yen)Amount of remuneration for the Accounting Auditor for the fiscal year under review

40

Total amount of money and other economic benefits payable by the Company and its
subsidiaries

40

Notes:

1. In the audit agreement between the Company and the Accounting Auditor, no clear distinction is made between theamounts of remuneration for audits pursuant to the Companies Act and audits pursuant to the Financial Instruments andExchange Act, and in practical terms such distinction cannot be made. Accordingly, the amount of remuneration stated
for the fiscal year under review is the total of those amounts.
2. The Board of Corporate Auditors received explanations from the Accounting Auditor on the auditing time required forthe accounting audit plan for the fiscal year under review, verified and assessed the performance for the previous fiscal
year, and scrutinized the efficiency of the audit services, the reasonableness of the Accounting Auditor’s execution of theaudit, and the assumptions used to calculate the quotation that forms the basis for the remuneration. As a result, it hasgiven its approval to the remuneration for the Accounting Auditor.

3. Policy on decisions of dismissal or non-reappointment of the Accounting Auditor
If the Board of Corporate Auditors of the Company determines that the Accounting Auditor falls under anyof the items in Article 340, paragraph (1) of the Companies Act, the Company shall dismiss the Accounting
Auditor based on the unanimous consent of the Corporate Auditors. If, based on a comprehensive judgmenton the state of the execution of duties by the Accounting Auditor, the Board of Corporate Auditors
determines that the properness and reliability of the audit cannot be ensured, the Board of Corporate
Auditors shall determine the content of a proposal pertaining to the dismissal or non-reappointment of the
Accounting Auditor to be submitted to the General Meeting of Shareholders.

- 54 -