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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 3088)
June 1, 2017
To Shareholders with Voting Rights:
Kiyoo Matsumoto
President
Matsumotokiyoshi Holdings Co., Ltd.
9-1 Shinmatsudo-Higashi, Matsudo-shi,
Chiba, JapanNOTICE OF
THE 10TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 10th Annual General Meeting of Shareholders of Matsumotokiyoshi
Holdings Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting
the Voting Rights Exercise Form, or via the Internet. If exercising your voting rights in writing, please
review the attached Reference Documents for the General Meeting of Shareholders, indicate your votefor or against the proposal on the enclosed Voting Rights Exercise Form and return it so that it isreceived by 6:00 p.m. on Wednesday, June 28, 2017, Japan time.
1. Date and Time:Thursday, June 29, 2017 at 10:00 a.m. Japan time (Open for reception: 8:00
a.m.)

2. Place:

Conference room at the Corporate Headquarters located at
9-1 Shinmatsudo-Higashi, Matsudo-shi, Chiba

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
10th Fiscal Year (April 1, 2016 - March 31, 2017) and results of audits by the
Accounting Auditors and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 10th Fiscal Year
(April 1, 2016 - March 31, 2017)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:
Election of 10 Directors
Proposal 3:
Election of 1 Substitute Corporate Auditor
Proposal 4:
Revision of Amount of Compensation for Directors
Proposal 5:-1-〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

◎When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
◎Notes on the Consolidated Financial Statements and Notes on the Non-consolidated Financial Statements,
as part of documents that shall be provided with this Notice, have been posted on the Company’s website(URL:http://www.matsumotokiyoshi-hd.co.jp/index.html), based on laws and regulations and theCompany’s Articles of Incorporation. Accordingly, the documents attached to the Notice of the 10th Annual
General Meeting of Shareholders constitute a part of Consolidated Financial Statements andNon-Consolidated Financial Statements audited by Accounting Auditor and Corporate Auditor in
preparation for Accounting Audit Report and Audit Report.
◎If Reference Documents for the General Meeting of Shareholders, Business Report, Non-Consolidated
Financial Statements, and Consolidated Financial Statements are amended, the Company will post the
updated documents on the Company's website (URL:http://www.matsumotokiyoshi-hd.co.jp/index.html).

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
Appropriation of surplus shall be as follows:
Matters concerning the year-end dividend
The Company regards the distribution of profit to the shareholders to be one of the most important issues
for management. The Company's basic policy is to make continuous and stable payment of dividends bystrengthening management bases and improving profitability.
Concerning year-end dividends for the fiscal year under review, in comprehensive consideration of theconsolidated business results for the fiscal year under review achieving historic highs in each profit indicatorand financial conditions, etc., it is proposed to pay a year-end dividend of ¥50 per share, an increase of ¥5
per share compared to year-end dividends for the previous fiscal year.
The Company will utilize its internal reserves for investments that will lead to the Company's growth,such as expansion of existing businesses and development of new businesses including infrastructuredevelopment and expansion of services as well as M&A, in order to cope with the expected changes inbusiness environment.
(1) Type of dividend assets
Cash(2) Appropriation of dividend assets and amount of appropriation¥50 per share of common stock of the Company(3) Surplus dividend effective dateJune 30, 2017-3-

total amount ¥2,649,270,500

Proposal 2:

Partial Amendment to the Articles of Incorporation

1. Reasons for Amendment
As the Group looks toward further expansion in its business scale aimed at realizing the management
vision and management targets, and in order to further enhance corporate governance in accordance with the
expansion in business scale, the Company proposes to increase the number of Directors stipulated in Article
18 of the Articles of Incorporation.
2. Content of Amendment
The content of the amendment is as follows.
Current Articles of Incorporation(Number of Directors)
Article 18. The number of Directors of theCompany shall not exceed ten (10).

(Underlined parts indicate amended parts.)
Proposed Amendment(Number of Directors)
Article 18. The number of Directors of theCompany shall not exceed fifteen (15).

-4-Proposal 3:

Election of 10 Directors

The terms of office of all 8 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders.
Accordingly, in order to further strengthen the management structure and supervisory function, theelection of 10 Directors is proposed, an increase of two (2) internal Directors.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions,
responsibilities and significant concurrent positions

Number ofshares of theCompany held

Namio Matsumoto(March 4, 1943)[Reelection]

Joined Drugstore Matsumotokiyoshi, Ltd. (now Matsumoto
Kiyoshi Co., Ltd.)
Senior Managing Director, Drugstore Matsumotokiyoshi, Ltd.
April 1975
Representative Director, Your Sports Club Co., Ltd. (current
January 1985
position)
Representative Director, Nankai Kousan, Ltd. (now Nankai
August 1988
Kousan Co., Ltd.) (current position)
Director and Vice President, Matsumoto Kiyoshi Co., Ltd.
July 1997
Representative Director and Vice President, Matsumoto
June 1998
Kiyoshi Co., Ltd.
Chairman, Japan Association of Chain Drug Stores
June 1999
President, Matsumoto Kiyoshi Co., Ltd.
February 2001
Vice Chairman, Self-Medication Advocacy Council
May 2002
President of the Company
October 2007
Chairman and CEO of the Company
April 2009
Chairman, President and CEO of the Company
April 2011
Chairman and President of the Company
June 2011
Chairman of the Company (current position)
April 2014
[Reasons for nomination as a candidate for Director]
Since Mr. Namio Matsumoto's assumption of the position of Representative
Director of the Company, he has led the Group with his powerful vision andstrong leadership, and through his efforts to increase corporate value he has
established the Group's firm position in the drug store industry.
He also made efforts to establish the Japan Association of Chain Drug Stores, andthrough those activities, he has established the overall position of the drug store
industry, contributing to the industry's development as a result.
In order for him to use this abundant experience, deep insight, etc., in order tofurther create corporate value for the Group, the Company would like to nominate
him for candidate for Director.
[Special interest between the candidate and the Company]
Mr. Namio Matsumoto is concurrently serving as Representative Director of
Nankai Kousan Co., Ltd., with which the Company has business relationship forreal estate leasing.
[Attendance at meetings of the Board of Directors (10th Fiscal Year)]
13/14 (attendance rate: 93%)

1,429,540

April 1965

1

-5-

No.

Past experience, positions,
responsibilities and significant concurrent positions

Number ofshares of theCompany held

Joined Matsumoto Kiyoshi Co., Ltd.
General Manager of Merchandise Department, Matsumoto
Kiyoshi Co., Ltd.
Director and General Manager of Merchandise Department,
June 2005
Matsumoto Kiyoshi Co., Ltd.
Director and Merchandise Manager of Sales Division,
July 2007
Matsumoto Kiyoshi Co., Ltd.
Director of the Company
October 2007
Managing Director of the Company
April 2008
Managing Director in charge of Sales Planning andJuly 2008
Merchandise Control of the Company
Senior Managing Director in charge of Sales Planning andApril 2009
Merchandise Control of the Company
Representative Director, Nankai Kousan Co., Ltd. (current
July 2009
position)
Senior Managing Director supervising Corporate Planning,
April 2010
Sales Planning and Merchandise Control of the Company
President, Matsumoto Kiyoshi Co., Ltd.
April 2011
Representative Director and Vice President supervising
April 2013
Corporate Planning, Sales Planning and Merchandise Controlof the Company
President of the Company (current position)
April 2014
Chairman, Matsumoto Kiyoshi Co., Ltd.
Advisor, Matsumoto Kiyoshi Co., Ltd. (current position)
April 2017
[Reasons for nomination as a candidate for Director]
Since Mr. Kiyoo Matsumoto's assumption of the position of Representative
Director of the Company, he has carried on the “feelings” of past company heads
within a difficult business environment, provided the “Matsumotokiyoshi WAY”
as shared principles for all people working in the Group and striven for theirwidespread adoption, and further strengthened the unity of the Group as a whole.
In addition, as President, he has worked toward the business recovery from thefiscal year ended March 31, 2015 and the Group’s highest ever profits, andcontributed to the increase of the Group's corporate value.
In order for him to use this abundant experience, deep insight, etc., in order tofurther create corporate value for the Group, the Company would like to nominate
him for candidate for Director.
[Special interest between the candidate and the Company]
Mr. Kiyoo Matsumoto is concurrently serving as Representative Director of
Nankai Kousan Co., Ltd., with which the Company has business relationship forreal estate leasing.
[Attendance at meetings of the Board of Directors (10th Fiscal Year)]
14/14 (attendance rate: 100%)

1,231,100

Name(Date of birth)
June 1995
April 2005

2

Kiyoo Matsumoto(January 20, 1973)[Reelection]

-6-

No.

Name
(Date of birth)

Past experience, positions,
responsibilities and significant concurrent positions

Kazuo Narita(June 20, 1950)[Reelection]

Joined Japan Recruit Center Co., Ltd. (now Recruit Holdings
Co., Ltd.)
Representative Director and CEO, Onezone Corporation
May 2002(formerly Marutomi Group Co., Ltd)
Joined Matsumoto Kiyoshi Co., Ltd.
August 2004
General Manager of Business Partnership Management
April 2006
Division and General Manager of Corporate Planning Office,Matsumoto Kiyoshi Co., Ltd.
Director of the Company
October 2007
Senior Managing Director in charge of Management andApril 2008
General Manager of Corporate Planning Department of theCompany
Senior Managing Director and CFO in charge of Management
April 2009
and Control of the Company
Senior Managing Director and CFO supervising Management
April 2010
and Control (concurrently serving FC General Manager ofPlanning Department) of the Company
Senior Managing Director supervising Management andJune 2011
Control (concurrently serving FC General Manager of Planning
Department) of the Company
Senior Managing Director supervising Management andApril 2012
Control of the Company
Director and Vice President (concurrently in charge ofManagement and Control), Matsumoto Kiyoshi Co., Ltd.
December 2013 Representative Director, Simeno Drug Co., Ltd.
President, Matsumoto Kiyoshi Co., Ltd.
April 2014
Vice President of the Company (current position)
April 2017
Chairman, Matsumoto Kiyoshi Co., Ltd. (current position)[Reasons for nomination as a candidate for Director]
Mr. Kazuo Narita has been appointed Representative Director at other companies
and possesses abundant experience and deep insight regarding all facets ofmanagement.
At the Company also, as Vice President, and as Chairman of Matsumoto KiyoshiCo., Ltd., he worked toward the realization of the three management strategies of
the Company, and also toward securing, developing, and retaining the humanresources that support the growth strategies of the Group, and has broadly
contributed to the increase of the Group's corporate value.
In order for him to use this abundant experience, deep insight, etc., in order tofurther create corporate value for the Group, the Company would like to nominate
him for candidate for Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Kazuo Narita and the Company.
[Attendance at meetings of the Board of Directors (10th Fiscal Year)]
14/14 (attendance rate: 100%)

Number ofshares of theCompany held

April 1974

3

-7-

9,100

No.

Past experience, positions,
responsibilities and significant concurrent positions

Number ofshares of theCompany held

Joined Sato Pharmaceutical Co., Ltd.
Joined Matsumoto Kiyoshi Co., Ltd.
General Manager of Drugstore Business Division and General
Manager of Business Support Office, Matsumoto Kiyoshi Co.,
Ltd.
Executive Officer of the Company
April 2009
Director, Assistant General Manager of Drugstore Business
Division, General Manager of Business Support Office andGeneral Manager of PJ Promotion Planning Office, Matsumoto
Kiyoshi Co., Ltd.
Director, General Manager of Sales Promotion Division,
April 2010
General Manager of Sales Promotion Department and General
Manager of Mail-order Sales, Matsumoto Kiyoshi Co., Ltd.
Managing Director (in charge of Store Operations), General
April 2012Manager of Store Operations Division, Matsumoto KiyoshiCo., Ltd.
Director supervising Sales of the Company
June 2013
Director supervising Sales Planning and Merchandise Control
April 2014of the Company
Managing Director supervising Sales Planning andApril 2015
Merchandise Control of the Company
Senior Managing Director and General Manager of StoreOperations Division, Matsumoto Kiyoshi Co., Ltd. (current
position)Managing Director and General Manager supervising Sales ofApril 2017
the Company (current position)[Reasons for nomination as a candidate for Director]
Mr. Takashi Matsumoto has held posts as the individual responsible for
Matsumoto Kiyoshi Co., Ltd.'s store operations, sales promotion, sales planning,and online business, and now as the Managing Director of the Company, he works
with a focus on business strategies of building a new business model tailored
toward demand creation, and the further evolution of customer relationshipmanagement (CRM) based on an omnichannel strategy, and has contributed to theincrease of the Group’s corporate value.
In order for him to use this abundant experience, deep insight, etc., to further
create corporate value for the Group, the Company would like to nominate him forcandidate for Director.
[Special interest between the candidate and the Company]
Mr. Takashi Matsumoto is concurrently serving as Director of Nankai Kousan Co.,
Ltd., with which the Company has business relationship for real estate leasing.
[Attendance at meetings of the Board of Directors (10th Fiscal Year)]
13/14 (attendance rate: 93%)

1,233,100

Name(Date of birth)
April 1999
April 2002
April 2008

4

Takashi Matsumoto(May 8, 1975)[Reelection]

-8-

No.

Name
(Date of birth)

Past experience, positions,
responsibilities and significant concurrent positions
Joined The Daiei, Inc.
Manager of Employment and Education Section, Employment
and Education Department, Personnel Planning Office andManager of Personnel Section, Personnel Department, The
Daiei, Inc.
Joined MEDICAL ASSOCIA INC., General Manager ofJune 2002
Staffing Department
Joined Adecco Career Staff Co., Ltd. (now Adecco Ltd.),
April 2003
Manager of Personnel Administration Section, Personnel
Department and General Manager of Personnel Department,
Personnel DivisionDecember 2006 Joined Matsumoto Kiyoshi Co., Ltd., Deputy General Manager
of Personnel Department
General Manager of Personnel Department, Matsumoto
July 2007
Kiyoshi Co., Ltd.
General Manager of Personnel Department of the Company
January 2008
Executive Officer and General Manager of Personnel
July 2010
Department of the Company
Director and Manager of Personnel, Matsumoto Kiyoshi Co.,
April 2012
Ltd. (current position)
Executive Officer and General Manager of Personnel
June 2015
Department (concurrently General Manager of Internal
Controls Office) of the Company
Executive Officer and General Manager of Personnel
April 2016
Department of the Company
Executive Officer, General Manager of Administration
April 2017
Department and General Manager of Personnel Department of
the Company (current position)[Reasons for nomination as a candidate for Director]
Mr. Shingo Obe has been involved in creating the personnel structure and building
the personnel strategy for the Group, and additionally has held posts as theindividual responsible for internal controls and legal affairs, and possesses not only
experience and insight regarding personnel and human resources management, butalso broad experience and insight regarding compliance and risk management.
Additionally, he also possesses abundant experience and insight regarding
management as a Director of Matsumoto Kiyoshi Co., Ltd., the core company of
the Group.
Accordingly, in order for him to use this abundant experience and insight in orderto further create corporate value for the Group, the Company would like tonominate him for a new candidate for Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Shingo Obe and the Company.

Number ofshares of theCompany held

April 1985
September 1999

5

Shingo Obe(August 5, 1962)
[New]

-9-

617

No.

Name
(Date of birth)

Past experience, positions,
responsibilities and significant concurrent positions

Joined Mitsui Bank (now Sumitomo Mitsui Banking
Corporation), Tokyo Corporate Banking Department
Seconded to General Research Institute (now The Japan
August 1989
Research Institute, Limited), Mitsui Bank
M&A Advisory Services Department, Wholesale Banking Unit,
June 1999
Mitsui Bank
Joined Mitsubishi Corporation, M&A Unit, Finance BusinessFebruary 2002
Division
Treasurer’s Office, Mitsubishi Corporation
January 2008
Joined Matsumoto Kiyoshi Co., Ltd.
October 2009
General Manager of Business Development Office of theCompany
General Manager of Corporate Planning Department of theJuly 2011
Company
Executive Officer and General Manager of Corporate Planning
April 2012
Department of the Company
Director and General Manager of Operation Planning
Department, Store Operations Division, Matsumoto KiyoshiCo., Ltd.
Akio Ishibashi
Executive Officer and General Manager of Corporate Planning
June 2015(November 15, 1964)
Department (concurrently General Manager of Finance and[New]
Accounting Department) of the Company
Director, Matsumoto Kiyoshi Co., Ltd. (current position)
April 2016
Executive Officer, General Manager of Corporate Planning
April 2017
Division and General Manager of Corporate Planning
Department of the Company (current position)[Reasons for nomination as a candidate for Director]
Mr. Akio Ishibashi has been involved in formulation of the Group management
policy and management strategy, and formulation and management of annual
plans, and additionally has contributed to expanding business scale and increasing
management efficiency through internal Group reorganization and management of
KPIs for each Group company.
Additionally, he also possesses abundant experience and insight regarding
management as a Director of Matsumoto Kiyoshi Co., Ltd., the core company of
the Group.
Accordingly, in order for him to use this abundant experience and insight in orderto further create corporate value for the Group, the Company would like tonominate him for a new candidate for Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Akio Ishibashi and the Company.

Number ofshares of theCompany held

April 19896

- 10 -

857

No.

Past experience, positions,
responsibilities and significant concurrent positions

Number ofshares of theCompany held

Joined Drugstore Matsumotokiyoshi, Ltd. (now Matsumoto
Kiyoshi Co., Ltd.)Managing Director, Matsumoto Kiyoshi Co., Ltd.
April 1975
Director and Vice President, Matsumoto Kiyoshi Co., Ltd.
July 1997
Representative Director and Vice President, Matsumoto
June 1998
Kiyoshi Co., Ltd.
Director of the Company
October 2007
Director in charge of External Affairs of the Company
April 2008
Director and Advisor in charge of External Affairs of the
May 2008
Company (current position)[Reasons for nomination as a candidate for Director]
Mr. Tetsuo Matsumoto has held the posts as the individual responsible for
Matsumoto Kiyoshi Co., Ltd.'s store operations, and over the course of many
following years, he has held posts as Matsumoto Kiyoshi Co., Ltd.'s Director andVice President and possesses abundant experience in the drugstore industry anddeep insight regarding all facets of management.
Additionally, as a major shareholder of the Company he also provides opinions andadvice from the perspective of a third-party shareholder.
In order for him to use this abundant experience, deep insight, etc., in order tofurther create corporate value for the Group, the Company would like to nominate
him for candidate for Director.
[Special interest between the candidate and the Company]
The Company has business relationship with Mr. Tetsuo Matsumoto for real estateleasing.
[Attendance at meetings of the Board of Directors (10th Fiscal Year)]
13/14 (attendance rate: 93%)

5,567,400

Name(Date of birth)
April 1967

7

Tetsuo Matsumoto(January 2, 1945)[Reelection]- 11 -

No.

Name(Date of birth)

Past experience, positions
responsibilities and significant concurrent positions
Joined Mitsui Mutual Life Insurance Company (now MitsuiLife Insurance Company Limited)
Executive Officer and General Manager of Sales Division,
April 2002
Mitsui Mutual Life Insurance Company
Managing Executive Officer and General Manager of Tokyo
April 2005
Sales Division, Mitsui Mutual Life Insurance Company
President, Sansei Financial Service Co., Ltd.
April 2006
President, Business Agency, Co., Ltd.
Outside Director, Cross Plus Inc. (current position)
Outside Director, Matsumoto Kiyoshi Co., Ltd.
June 2007
Outside Director of the Company (current position)
October 2007
[Reasons for nomination as a candidate for Outside Director]
Mr. Masahiro Ooya has experience as Representative Director and Outside
Director of other companies, and as the Company expects him to continue to use
his high discernment regarding management and auditing abilities in the
supervision of the management of the Company, we would like to nominate him as
Outside Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Masahiro Ooya and the Company.
[Attendance at meetings of the Board of Directors (10th Fiscal Year)]
14/14 (attendance rate: 100%)

Number ofshares of theCompany held

April 1973

8

Masahiro Ooya
(May 5, 1948)[Outside Director][Reelection][Independent]—(Notes)
1. Term of office of Mr. Masahiro Ooya
His term of office will have reached 9 years and 9 months at the conclusion of this General Meeting of Shareholders.
2. Mr. Masahiro Ooya is now serving as Outside Director of the Company, and the Company has entered into anagreement with him to limit his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as
per Article 427, Paragraph 1 of the Companies Act and the Company's Articles of Incorporation. The limit of liability
for damages under the agreement shall be the higher of ¥10 million or the minimum liability amount provided by laws
and regulations. If Mr. Ooya is elected, the Company intends to enter into the same agreement to limit his liability fordamages.
3. Mr. Masahiro Ooya is now serving as Outside Director of the Company, and fulfills the criteria for independence set
forth by the Company (please refer to page 16), and additionally, the Company has designated him as Independent
Officer as stipulated by regulations of the Tokyo Stock Exchange and has reported it thereat.

- 12 -

No.

Name(Date of birth)

Past experience, positions
responsibilities and significant concurrent positions

Ryoichi Kobayashi(October 25, 1946)[Outside Director][Reelection][Independent]

Joined Nomura Computing Center Co., Ltd. (now Nomura
Research Institute, Ltd.)
October 1986
President, Nomura Computer Systems America, Inc.
June 1994
Director, Nomura Research Institute, Ltd.
July 1996
Managing Director, NRI Data Services, Ltd.
June 1999
Senior Managing Director, NRI Data Services, Ltd.
June 2002
Standing Corporate Auditor, Nomura Research Institute, Ltd.
Outside Corporate Auditor, Argo 21 Corp.
June 2007
Corporate Auditor, Square Enix Co., Ltd. (current position)
June 2008
Outside Director of the Company (current position)
Standing Outside Corporate Auditor, Square Enix Holdings
October 2008
Co., Ltd. (current position)[Reasons for nomination as a candidate for Outside Director]
Mr. Ryoichi Kobayashi has experience as an officer and Outside Corporate Auditorof other companies, and as the Company expects him to continue to use his broad
discernment and specialized knowledge regarding management in the supervisionof the management of the Company, we would like to nominate him as Outside
Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Ryoichi Kobayashi and the Company.
[Attendance at meetings of the Board of Directors (10th Fiscal Year)]
13/14 (attendance rate: 93%)

Number ofshares of theCompany held

April 1971

9—(Notes)
1. Term of office of Mr. Ryoichi Kobayashi
His term of office will have reached 9 years at the conclusion of this General Meeting of Shareholders.
2. Mr. Ryoichi Kobayashi is now serving as Outside Director of the Company, and the Company has entered into anagreement with him to limit his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as
per Article 427, Paragraph 1 of the Companies Act and the Company's Articles of Incorporation. The limit of liability
for damages under the agreement shall be the higher of ¥10 million or the minimum liability amount provided by laws
and regulations. If Mr. Kobayashi is elected, the Company intends to enter into the same agreement to limit his
liability for damages.
3. Mr. Ryoichi Kobayashi is now serving as Outside Director of the Company, and fulfills the criteria for independence
set forth by the Company (please refer to page 16), and additionally, the Company has designated him as Independent
Officer as stipulated by regulations of the Tokyo Stock Exchange and has reported it thereat.

- 13 -

No.

Name(Date of birth)

Past experience, positions
responsibilities and significant concurrent positions

Isao Matsushita(April 3, 1947)[Outside Director][Reelection][Independent]

Joined Nippon Mining Co. (now JXTG Nippon Oil & Energy
Corporation)
Executive Officer, Assistant to General Manager of Corporate
April 2001
Planning Department and Chief of Corporate Planning
Department (in charge of Finance), Japan Energy Corporation(now JXTG Nippon Oil & Energy Corporation)
September 2002 Director and in charge of Finance at Finance Group, Nippon
Mining Holdings, Inc. (now JXTG Holdings, Inc.)
Managing Director, Nippon Mining Holdings, Inc. (now JXTG
June 2003
Holdings, Inc.)
Managing Executive Officer, Japan Energy Corporation (nowApril 2004JXTG Nippon Oil & Energy Corporation)
Director and Managing Executive Officer, Japan Energy
June 2004
Corporation
Director and Senior Executive Officer, Japan Energy
April 2005
Corporation (now JXTG Nippon Oil & Energy Corporation)
Representative Director and President, Japan Energy
June 2006
Corporation (now JXTG Nippon Oil & Energy Corporation)
Representative Director, Vice President, Executive Officer andJuly 2010
Assistant to President, JX Nippon Oil & Energy Corporation(now JXTG Nippon Oil & Energy Corporation)
Representative Director and President, JX Holdings, Inc. (nowJune 2012JXTG Holdings, Inc.)
Advisor, JX Holdings, Inc. (now JXTG Holdings, Inc.) (current
June 2015
position)
Outside Director of the Company (current position)
June 2016
Outside Director of INPEX CORPORATION (current position)[Reasons for nomination as a candidate for Outside Director]
Mr. Isao Matsushita has been involved in corporate management in JXTG Group's
companies for many years, and possesses abundant experience and insight
regarding management, and as the Company expects him to use this high level of
insight, experience, and auditing ability in corporate management in the
supervision of the management of the Company, we would like to nominate him as
Outside Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Isao Matsushita and the Company.
[Attendance at meetings of the Board of Directors (10th Fiscal Year)]
9/10 (attendance rate: 90%)

Number ofshares of theCompany held

April 1970

10—(Notes)
1. Term of office of Mr. Isao Matsushita
His term of office will have reached 1 year at the conclusion of this General Meeting of Shareholders.
2. Mr. Isao Matsushita is now serving as Outside Director of the Company, and the Company has entered into anagreement with him to limit his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as
per Article 427, Paragraph 1 of the Companies Act and the Company's Articles of Incorporation. The limit of liability
for damages under the agreement shall be the higher of ¥10 million or the minimum liability amount provided by laws
and regulations. If Mr. Matsushita is elected, the Company intends to enter into the same agreement to limit his
liability for damages.
3. Mr. Isao Matsushita is now serving as Outside Director of the Company, and fulfills the criteria for independence set
forth by the Company (please refer to page 16), and additionally, the Company has designated him as Independent
Officer as stipulated by regulations of the Tokyo Stock Exchange and has reported it thereat.

- 14 -

Proposal 4:

Election of 1 Substitute Corporate Auditor

In case the number of Corporate Auditors falls short of the legally stipulated number, the Company
proposes the election of 1 Substitute Corporate Auditor. Accordingly, the election of 1 Substitute Corporate
Auditor is proposed.
The Board of Corporate Auditors has previously given its approval to this Proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

Yoshiaki Senoo(May 15, 1949)[Reelection]

Entered the Legal Training and Research Institute of Japan (the28th graduating class)
Registered as a lawyer (Daini Tokyo Bar Association)
April 1976
Joined Seiichi Ishii Law Office
Founded Yoshiaki Senoo Law Office (current position)
April 1979
Founded MOS (MATSUZAKI OKU SANO & SENOO) Joint
October 2004
Law Office (current position)[Reasons for nomination as a candidate for Substitute Outside Corporate Auditor]
Mr. Yoshiaki Senoo possesses abundant business experience and specialized
knowledge as a lawyer, and as there are no special interests between Mr. Senoo
and the Company, his independence has been ensured, and we would like tonominate him as candidate for Substitute Corporate Auditor as Outside Corporate
Auditor.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Yoshiaki Senoo and the Company.

Number ofshares of theCompany held

April 1974—

(Notes)
1. Mr. Yoshiaki Senoo is a member of the Independent Committee for the Defensive Measures, approved at the 8thGeneral Meeting of Shareholders held on June 26, 2015.
2. If Mr. Yoshiaki Senoo is appointed as Corporate Auditor, the Company will enter into an agreement with him to limit
his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act, as per Article 427, Paragraph 1of the Companies Act and the Company's Articles of Incorporation. The limit of liability for damages under theagreement shall be the higher of ¥5 million or the minimum liability amount provided by laws and regulations.
3. If Mr. Yoshiaki Senoo is appointed as Corporate Auditor, and fulfills the criteria for independence set forth by theCompany (please refer to page 16), and additionally, the Company will designate him as Independent Officer as
stipulated by regulations of the Tokyo Stock Exchange and report it thereat.

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[Independence Criteria]
・In the event that any of the following items apply, the Company shall deem a lack of independence.
(1) An executive officer of the Company or a company in the Group;(2) A Non-executive Director or accounting advisor of the Company or a company in the Group (in the case ofan Outside Corporate Auditor);(3) A person whose major business partner (the annual amount of transactions with the Company is 2% ormore of consolidated sales in the most recent fiscal year) is the Company or an executive officer thereof;(4) A person who is a major business partner (the annual amount of transactions with the Company is 2% ormore of consolidated sales in the most recent fiscal year) of the Company or an executive officer thereof;(5) A financial institution or other major creditor that is essential for the fundraising of the Company, andwhom the Company relies on to the extent that they are irreplaceable, or an executive officer thereof;(6) A certified public accountant who is the Accounting Auditor of the Company, or a member, partner or
employee of the audit firm (however, this excludes support staff);(7) A major shareholder of the Company (a shareholder with a voting rights ownership ratio of 10% or more)(or if the major shareholder is a corporation, an executive officer thereof);(8) An executive officer of an organization with which the Company has a relationship through the mutual
appointment of Outside Officers;(9) An executive officer of an organization to which the Company has made a donation (the averagetransaction amount per fiscal year over the past three (3) years is ¥5 million or more);(10) An attorney-at-law, certified public accountant, certified tax accountant, or other consultant who hasreceived a significant amount of cash or other property (the average transaction amount per fiscal year overthe past three (3) years is ¥5 million or more) from the Company other than officer compensation;(11) A person belonging to a legal firm, audit firm, certified tax accountant firm, consulting firm, or otherspecialized advisory firm that has received a significant amount of cash or other property (the averagetransaction amount per fiscal year over the past three (3) years is ¥10 million or more) from the Company
other than officer compensation (however, this excludes support staff);(12) A person who fell under either of the above categories (1) or (2) at any point over the past ten (10) years;(13) A person who fell under any of the above categories (3) to (9) at any point over the past three (3) years;(14) A relative within the second degree of kinship of a person falling under any of the above categories (1) to(13).

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Proposal 5:

Revision of Amount of Compensation for Directors

The compensation of Directors of the Company is comprised of “the fixed amount compensation”,“performance compensation” and “stock compensation” (Outside Directors are excluded for “performancecompensation” and “stock compensation”).
This proposal proposes a revision to the total amount of “the fixed amount compensation” and“performance compensation” within the structure of compensation to Directors as follows.
■Specific content of revision of amount of compensation of Directors (total amount of “the fixedamount compensation” and “performance compensation”)
No more than ¥416 million per year (however, this does not include salaries paid as
the employee portion for Directors who also work as employees)
Current*This content was approved at the 1st Annual General Meeting of Shareholders heldon June 27, 2008.
No more than ¥650 million per year (however, this does not include salaries paid as
the employee portion for Directors who also work as employees)
After revision *The maximum amount of compensation for Outside Directors is ¥33 million peryear, which is included in the annual amount of ¥650 million, and performancecompensation is not applicable to Outside Directors.
■Reasons for the revision
In view of further expansion of the Group’s business scope in the future and working toward further
enhancement of corporate governance in line with this expansion of business scope, Proposal 2 at this
General Meeting proposes partial amendment to the Articles of Incorporation to increase the number of
Directors (from a maximum of 10 Directors to a maximum of 15).
Furthermore, Proposal 3 proposes the election of 10 Directors (of which, 3 Outside Directors). As aresult, in consideration of the increased number of Directors in the future, the Company proposes arevision of the amount of compensation to Directors.
Although there are currently 8 Directors (of which, 3 Outside Directors), if Proposal 3 is approved asoriginally proposed, there will be 10 Directors (of which, 3 Outside Directors).
■Compensation structure after the revision
If this proposal is approved, the “performance compensation” portion of the new compensation
structure of Directors shall be increased from 13% to 23%, and thus the compensation structure shall berevised such that it is more closely linked to performance.
Performance
Stock compensation
Fixed amountcompensation*Excludes Outsidecompensation*Excludes Outside
Directors
Directors

Current

Fixed amountPerformancecompensation+compensation
(76%)
(13%)
Maximum compensation No more than ¥416
million per year

Stock compensation(11%)¥50 million per year

After revision

Fixed amountPerformancecompensation+compensation
(70%)
(23%)
Maximum compensation No more than ¥650
million per year

Stock compensation(7%)¥50 million per year

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