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)
May 30, 2019
To Shareholders with Voting Rights:
Kiyoo Matsumoto
President
Matsumotokiyoshi Holdings Co., Ltd.
9-1 Shinmatsudo-Higashi, Matsudo-shi,
Chiba, JapanNOTICE OF
THE 12TH 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 12th 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 26, 2019, Japan time.
1. Date and Time:Thursday, June 27, 2019 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
12th Fiscal Year (April 1, 2018 - March 31, 2019) 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 12th Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 9 Directors
Proposal 2:
Election of 1 Corporate Auditor
Proposal 3:
Election of 1 Substitute Corporate Auditor
Proposal 4:
Determination of Compensation for the Allotment of Shares with Transfer
Proposal 5:
Restrictions to Directors of the Company-1-〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

◎When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
◎Systems to Secure the Appropriateness of Business, Summary of Operational Status of Systems to Secure
the Appropriateness of Business, 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, havebeen posted on the Company’s website (URL:https://www.matsumotokiyoshi-hd.co.jp/index.html), basedon laws and regulations and the Company’s Articles of Incorporation. Accordingly, the documents attachedto the Notice of the 12th Annual General Meeting of Shareholders constitute a part of Consolidated
Financial Statements and Non-Consolidated Financial Statements audited by Accounting Auditor andCorporate 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:https://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 payment of dividends in line with earnings growth,with an emphasis on maintaining steady dividends by strengthening management bases and improving
profitability.
The consolidated sales and earnings hit record highs in the fiscal year ended March 31, 2019. Taking thisresult and the Company’s financial position into account, the Company proposes to pay a year-end dividendof ¥35 per share for the fiscal year ended March 31, 2019, a year-on-year increase of ¥5.
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¥35 per share of common stock of the Company(3) Surplus dividend effective dateJune 28, 2019

total amount ¥3,596,764,710(Note) Effective January 1, 2018, the Company conducted a 2-for-1 stock split of common stock. When
converted to a pre-stock split basis, the year-end dividend for FY ended March 31, 2018 is equivalent to ¥110
and the year-end dividend for FY ended March 31, 2019 is equivalent to ¥130.

-3-

Proposal 2:

Election of 9 Directors

The terms of office of all 8 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders.
Accordingly, the election of 9 Directors is proposed.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities

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
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
[Significant concurrent positions]Representative Director, Your Sports Club Co., Ltd.
Representative Director, Nankai Kousan Co., Ltd.
[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 request
his continued election as 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 (12th Fiscal Year)]
14/14 (attendance rate: 100%)

2,940,980

April 1965

1

-4-

No.

Past experience, positions and responsibilities

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
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.
[Significant concurrent positions]
Advisor, Matsumoto Kiyoshi Co., Ltd.
Representative Director, Nankai Kousan Co., Ltd.
[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 achieved historic highs in both net sales and eachprofit indicator for the fiscal year ended March 31, 2013, and contributed to theincrease 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 request
his continued election as 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 (12th Fiscal Year)]
14/14 (attendance rate: 100%)

2,513,400

Name(Date of birth)
June 1995
April 2005

2

Kiyoo Matsumoto(January 20, 1973)[Reelection]

-5-

No.

Past experience, positions and responsibilities

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.
Managing Director and General Manager supervising Sales ofApril 2017
the Company
Senior Managing Director and General Manager supervising
April 2019
Sales of the Company (current position)[Significant concurrent positions]
Director and Vice President, General Manager of Store Operations Division,
Matsumoto Kiyoshi Co., Ltd.
Chairman, Matsumotokiyoshi (Taiwan) Limited (Joint venture company)[Reasons for nomination as a candidate for Director]
Since Mr. Takashi Matsumoto’s assumption of the position of Director of theCompany, he has supervised sales departments in the fields of sales promotion,
sales planning, online business, merchandize, overseas business, etc. He has
strived to oversee the sales departments with a focus on business strategies ofbuilding a new business model tailored toward demand creation, the further
evolution of customer relationship management (CRM) based on an omnichannel
strategy, the increase of market share, and the establishment of a strong revenue
base, and has contributed to the increase 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 request his
continued election as 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 (12th Fiscal Year)]
14/14 (attendance rate: 100%)

2,516,500

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

3

Takashi Matsumoto(May 8, 1975)[Reelection]

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Joined The Daiei, Inc.
General Manager of Home Living Group, The Daiei, Inc.
Joined Sugi Pharmacy Co., Ltd.
Executive Manager of Products Department, Sugi Pharmacy
Co., Ltd.
Director, General Manager of Products Department, Sugi
May 2008
Pharmacy Co., Ltd.
September 2008 Executive Officer in charge of Group Product Strategy, Sugi
Holdings Co., Ltd.
Executive Officer, General Manager of Merchandise Division,
January 2010
Sugi Holdings Co., Ltd.
Managing Director, General Manager of Sales Division, Sugi
Pharmacy Co., Ltd.
Executive Officer, General Manager of Group Merchandise
March 2011
Division, Sugi Holdings Co., Ltd.
Representative Director and Vice President, General Manager
of Sakes Division, Sugi Pharmacy Co., Ltd.
Director, General Manager of Product Management Office,March 2013
Sugi Holdings Co., Ltd.
Chairman, Sugi Pharmacy Co., Ltd.
Joined Matsumoto Kiyoshi Co., Ltd.
May 2014
Takao Ota
Seconded to the Company as Consultant to Senior Managing
Director supervising Management and Control(December 23, 1951)
Director, Matsumoto Kiyoshi Co., Ltd.
January 2015
[New]
Executive Officer of the Company
April 2015
Senior Managing Director, Matsumoto Kiyoshi Co., Ltd.
Director and Vice President, Matsumoto Kiyoshi Co., Ltd.
April 2016
Representative Director and President, Koyo Drug Co., Ltd.
Executive Officer, General Manager of Strategic Business
April 2017
Development Division, the Company[Significant concurrent positions]
President, Matsumoto Kiyoshi Co., Ltd.
[Reasons for nomination as a candidate for Director]
Mr. Takao Ota has worked mainly with a focus on business strategies of building a
new business model, expanding multi-store networks, strengthening and expanding
the pharmacy business, optimizing the overall supply chain, and expanding market
share, as the Company’s Executive Officer and General Manager of Strategic
Business Development Division as well as President of the Group’ core company,
Matsumoto Kiyoshi Co., Ltd., and has contributed to the increase of the Group’s
corporate value.
In order for him to use this abundant experience and deep insight to further create
corporate value for the Group, the Company would like to request his election as
Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Takao Ota and the Company.

Number ofshares of theCompany held

April 1974
March 2005
September 2005
January 2006

4

-7-

—

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1985
September 1999

June 2002
April 2003

December 2006
July 2007
January 2008
July 2010
April 2012

Number ofshares of theCompany held

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 ofStaffing Department
Joined Adecco Career Staff Co., Ltd. (now Adecco Ltd.),
Manager of Personnel Administration Section, Personnel
Department and General Manager of Personnel Department,
Personnel Division
Joined Matsumoto Kiyoshi Co., Ltd., Deputy General Manager
of Personnel Department
General Manager of Personnel Department, Matsumoto
Kiyoshi Co., Ltd.
General Manager of Personnel Department of the Company
Executive Officer and General Manager of Personnel
Department of the Company
Director and General Manager of Personnel, Matsumoto KiyoshiCo., Ltd.

Executive Officer and General Manager of Personnel
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
Director, General Manager of Administration Department andJune 2017
General Manager of Personnel Department of the Company
Director, General Manager of Administration Department ofApril 2019
the Company (current position)[Significant concurrent positions]
Director of Management, Matsumoto Kiyoshi Co., Ltd.
[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 has supervised administrative departments as Director,
contributing to maintaining management foundations through initiatives such as
promotion of new business models and shift to omni-channel, in addition tocreating an environment where group companies can focus on each business.
In order for him to use this abundant experience and insight in order to further
create corporate value for the Group, the Company requests his continued election
as Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Shingo Obe and the Company.
[Attendance at meetings of the Board of Directors (12th Fiscal Year)]
14/14 (attendance rate: 100%)
June 2015

5

Shingo Obe(August 5, 1962)[Reelection]

-8-

3,034

No.

Name
(Date of birth)

Past experience, positions and responsibilities

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.
Executive Officer and General Manager of Corporate Planning
June 2015
Department (concurrently General Manager of Finance andAccounting Department) of the Company
Executive Officer, General Manager of Corporate Planning
April 2017
Division and General Manager of Corporate Planning
Akio Ishibashi
Department of the Company(November 15, 1964) June 2017
Director, General Manager of Corporate Planning Division and[Reelection]
General Manager of Corporate Planning Department of theCompany
Director, General Manager of Corporate Planning Division ofApril 2019
the Company (current position)[Significant concurrent positions]
Director, Matsumoto Kiyoshi Co., Ltd.
[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 has supervised corporate planning department as Director,
contributing to creating the Group’s growth foundations through initiatives such as
making proposals and providing operational support toward the creation andevolution of new business models as well as implementing advancements in CRM
based on customer data held by the Company.
In order for him to use this abundant experience and insight in order to further
create corporate value for the Group, the Company requests his continued election
as Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Akio Ishibashi and the Company.
[Attendance at meetings of the Board of Directors (12th Fiscal Year)]
14/14 (attendance rate: 100%)

Number ofshares of theCompany held

April 1989

6

-9-

3,514

No.

Name
(Date of birth)

Past experience, positions and responsibilities
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 (now JXTG Nippon Oil & Energy 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, JXTG Holdings, Inc. (current position)
June 2015
Outside Director of the Company (current position)
June 2016[Significant concurrent positions]
Outside Director of INPEX CORPORATION
External Director of Sumitomo Mitsui Trust Holdings, Inc.
[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. In addition, he has experience as an Outside Director atother companies, 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 request his continued election 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 (12th Fiscal Year)]
12/14 (attendance rate: 85.7%)

Number ofshares of theCompany held

April 19707

Isao Matsushita(April 3, 1947)[Outside Director][Reelection][Independent]—(Notes)
1. Term of office of Mr. Isao Matsushita
His term of office will have reached 3 years 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, he fulfills the criteria for independence set
forth by the Company (see page 16), and the Company has designated him as Independent Officer as stipulated byregulations of the Tokyo Stock Exchange and has reported it thereat.

- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibilities

Joined Sumitomo Life Insurance Company
General Manager of Training Department, Higashi Naniwa
Branch, Sumitomo Life Insurance Company
Acting General Manager of Tokyo Finance Department
July 1982(stationed in Aomori), Sumitomo Life Insurance Company
Acting General Manager of Tokyo Corporate Sales Division
January 1986
No. 4, Sumitomo Life Insurance Company
Seconded to THE NIPPON ROAD Co., Ltd., General Manager
July 1988
of Development Business Department
Returned to Sumitomo Life Insurance Company, Corporate
April 1991
Sales Manager of Shinjuku-Chuo Branch
September 1991 Joined THE NIPPON ROAD Co., Ltd., General Manager ofSales Department No. 1
General Manager of Sales Planning Department, THE NIPPON
April 1998
ROAD Co., Ltd.
General Manager of Kanto Manufacturing and Sales Branch,
April 2002
THE NIPPON ROAD Co., Ltd.
General Manager of Manufacturing and Sales Department at
April 2003
the Head Office, THE NIPPON ROAD Co., Ltd.
Hiroo Omura
Executive Officer and Executive Manager of Sales Department
April 2004
(November 27, 1946)
No. 2, THE NIPPON ROAD Co., Ltd.
[Outside Director] April 2008
Senior Executive Officer and Deputy General Manager of Sales[Reelection]
Division, THE NIPPON ROAD Co., Ltd.
[Independent]
Executive Advisor, THE NIPPON ROAD Co., Ltd.
April 2012
Administrative Manager of Planning Department, Japan
April 2014
Environment Association
Retired from Japan Environment Association
March 2017
Outside Director of the Company (current position)
June 2018[Significant concurrent positions]—[Reasons for nomination as a candidate for Outside Director]
Mr. Hiroo Omura has been involved in sales, development, and sales planning formany years at insurance companies and other companies, and possesses abundant
experience and insight. In addition, he has also been involved in environmental
businesses at the Japan Environment Association, 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 likerequest his election as Outside Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Hiroo Omura and the Company.
[Attendance at meetings of the Board of Directors (12th Fiscal Year)]
10/10 (attendance rate: 100%)

Number ofshares of theCompany held

May 1970
July 1980

8—(Notes)
1. Term of office of Mr. Hiroo Omura
His term of office will have reached 1 year at the conclusion of this General Meeting of Shareholders.
2. Mr. Hiroo Omura is now serving as Outside Director of the Company, and the Company has entered into an agreementwith 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 andregulations. If Mr. Hiroo Omura is elected, the Company intends to enter into the same agreement to limit his liability
for damages.
3. Mr. Hiroo Omura is now serving as Outside Director of the Company, he fulfills the criteria for independence set forth
by the Company (see page 16), and the Company has designated him as Independent Officer as stipulated byregulations of the Tokyo Stock Exchange and has reported it thereat.

- 11 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
Joined MITSUBISHI ESTATE CO., LTD.
Deputy General Manager of Secretary Department, Mitsubishi
Estate Co., Ltd.
General Manager of Secretary Department, Mitsubishi Estate
June 1996
Co., Ltd.
General Manager of Planning Department, Mitsubishi Estate
January 1998
Co., Ltd.
General Manager of Corporate Planning Department, Corporate
April 2000
Planning Division, Mitsubishi Estate Co., Ltd.
Director and General Manager of Corporate Planning Department,
June 2000
Corporate Planning Division, Mitsubishi Estate Co., Ltd.
Director and Senior Executive Officer, Deputy General
April 2003
Manager of Corporate Planning & Administration Division,
Mitsubishi Estate Co., Ltd.
Senior Executive Officer and Deputy General Manager ofJune 2003
Corporate Planning & Administration Division, Mitsubishi
Estate Co., Ltd.
Executive Vice President in charge of International Business
April 2004
Division, Mitsubishi Estate Co., Ltd.
Concurrently President and Director, Royal Park Hotels andResorts Company, Limited.
Representative Director and Executive Vice President in charge
June 2004
of International Business Division, Mitsubishi Estate Co., Ltd.
Concurrently President and Director, Royal Park Hotels andResorts Company, Limited.
President and Chief Executive Director, Mitsubishi Estate Co.,
June 2005
Ltd.
April 2011
Chairman & Representative Director, Mitsubishi Estate Co., Ltd.
June 2016
Chairman of the Board, Mitsubishi Estate Co., Ltd.
April 2017
Director, Mitsubishi Estate Co., Ltd.
June 2017
Senior Advisor, Mitsubishi Estate Co., Ltd. (current position)
June 2018
Outside Director of the Company (current position)[Significant concurrent positions]
Outside Director, PALACE HOTEL CO., LTD.
Outside Director, Nippon Venture Capital Co., Ltd.
Outside Director, Yokohama shintoshi center corporation
Outside Director, Royal Park Hotel Co., Ltd.
Outside Director, Shonan country club co. ltd[Reasons for nomination as a candidate for Outside Director]
Mr. Keiji Kimura has been involved in corporate management for many years, andpossesses abundant experience and insight regarding management. In addition, he
has also served as a supervisor of departments related to overseas business. With
additional experience as Outside Director at other companies, the Company
expects him to use this high level of insight, experience, and auditing ability incorporate management for the supervision of the management of the Company,
and we would like request his election as Outside Director.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Keiji Kimura and the Company.
[Attendance at meetings of the Board of Directors (12th Fiscal Year)]
7/10 (attendance rate: 70%)

Number ofshares of theCompany held

May 1970
June 1988

9

Keiji Kimura(February 21, 1947)[Outside Director][Reelection][Independent]—(Notes)
1. Term of office of Mr. Keiji Kimura
His term of office will have reached 1 year at the conclusion of this General Meeting of Shareholders.
2. Mr. Keiji Kimura 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. Keiji Kimura is elected, the Company intends to enter into the same agreement to limit his- 12 -

3.

4.

liability for damages.
Mr. Keiji Kimura is now serving as Outside Director of the Company, he fulfills the criteria for independence set forth
by the Company (see page 16), and the Company has designated him as Independent Officer as stipulated byregulations of the Tokyo Stock Exchange and has reported it thereat..
There is no business transaction relationship between Mitsubishi Estate Co., Ltd. and the Company. There are business
transactions between Mitsubishi Estate Co., Ltd. and its group companies and group companies of the Company, but
the proportion of the value of these transactions to the net sales of the Company in the most recent fiscal year was lessthan 0.07%, and it is not classed as a major business partner.

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Proposal 3:
Election of 1 Corporate Auditor
The term of office of Corporate Auditor Yukio Koyama will expire at the conclusion of this Annual
General Meeting of Shareholders.
Accordingly, the election of 1 Corporate Auditor is proposed.
The Board of Corporate Auditors has previously given its approval to this Proposal.
The candidate is as follows:
Past experience and significant concurrent positions

Number ofshares of theCompany held

Joined Matsumoto Kiyoshi Co., Ltd.
Central Executive Committee in charge of welfare,Matsumotokiyoshi Labor Union of ZENSEN Federation (nowUA ZENSEN)
CentralExecutive
Committee
Vice
Chairman,
October 1989
Matsumotokiyoshi Labor Union
Central Executive Committee Chairman, Matsumotokiyoshi
October 1996
Labor Union
Store Manager, Kashiwamatsugasaki StoreMay 2007
September 2013 Store Manager, Mabashi StoreResigned
CentralExecutive
Committee
Chairman,
October 2018
Matsumotokiyoshi Labor Union of UA ZENSEN
November 2018 Manager to General Affairs Department, Administration
Department of the Company (current position)[Reasons for nomination as a candidate for Corporate Auditor]
Mr. Hisao Honta has engaged in store operations at the Group’s core company,
Matsumoto Kiyoshi Co., Ltd., for many years, and possesses abundant businessexperience and expertise.
In addition, he served as Central Executive Committee Chairman ofMatsumotokiyoshi Labor Union for many years, and has leadership, faith incompliance, and industry knowledge cultivated through the experience.
Accordingly, the Company has judged that he will be able to utilize thisexperience to judge the legality and appropriateness of Directors’ performance,
reasonableness of accounting audits without partiality from an objective
perspective, and contribute to ensuring soundness of the Company’s business
management, and we would like request his election as Corporate Auditor.
[Special interest between the candidate and the Company]
There are no special interests between Mr. Hisao Honta and the Company.

5,621

Name
(Date of birth)
March 1979
October 1986

Hisao Honta(February 24, 1960)[New]- 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 and 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)[Significant concurrent positions]—[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 11th
General Meeting of Shareholders held on June 28, 2018.
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, he fulfills the criteria for independence set forth by theCompany (see page 16), and 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:

Determination of Compensation for the Allotment of Shares with Transfer Restrictions to
Directors of the Company

The amount of compensation for the Company’s Directors is up to ¥650 million (including up to ¥33
million for Outside Directors) a year as approved at the 10th Annual General Meeting of Shareholders held on
June 29, 2017. Similarly, as approved at the 9th Annual General Meeting of Shareholders held on June 29,
2016, the amount of stock compensation is up to ¥150 million (applicable to three (3) business years) for
Directors excluding Outside Directors based on the Stock Compensation Plan using the executive
compensation BIP (Board Incentive Plan) Trust (“BIP Trust”).
In reviewing its executive compensation system, the Company will pay compensation, separately from theabove-mentioned compensation, for the allotment of shares of its common stock with transfer restrictions to
Directors of the Company (excluding Outside Directors; hereinafter “Eligible Directors”) with the aims ofproviding incentives for the Eligible Directors to contribute to the sustainable enhancement of the Company’s
corporate value and promoting their sharing of value with the Company’s shareholders.
The compensation to the Eligible Directors for the allotment of shares with transfer restrictions inaccordance with this Proposal shall be paid in the form of monetary claims (hereinafter “Monetary Claims”).
The total amount thereof is proposed to be up to ¥85 million a year, an amount deemed reasonable inconsideration of the aforementioned aims. The specific timing to grant the Monetary Claims and allocation
thereof shall be determined by the Board of Directors. The compensation for the allotment of shares withtransfer restrictions shall not be awarded to Outside Directors.
On the condition that this Proposal is approved, the current BIP Trust-based Stock Compensation Plan willcease to be used.
The Board of Directors currently comprises eight (8) Directors (including three (3) Outside Directors). If
Proposal 2 Election of 9 Directors is approved as proposed, the number of Directors will be nine (9)(including three (3) Outside Directors).
Eligible Directors shall, based on a resolution of the Company’s Board of Directors, tender all the Monetary
Claims awarded according to this Proposal as a contribution in kind to have shares of the Company’s common
stock issued thereto or disposed of therefor. The total number of shares of the Company’s common stock thus
issued or disposed of shall be up to 30,000 a year. Provided, however, said total number may be adjusted
within a reasonable range in the case that a stock split (including a gratis allotment) or a reverse stock split of
the Company’s common stock is conducted on or after the day when this Proposal is approved or wheneverany other reason arises that would require the adjustment of the total number of the Company’s commonshares issued or disposed of as shares with transfer restrictions.

- 17 -

The amount per share to be paid in shall be determined by the Board of Directors, based on the closing
price of the Company’s common stock on the Tokyo Stock Exchange on the business day immediately before
each resolution by the Board of Directors (if no closing price is quoted on such date, the closing price on theclosest preceding trading day). The amount to be paid in shall be within the range not particularly
advantageous to the Eligible Directors, who subscribe to the shares of the Company’s common stock. The
Company shall enter into an agreement with each Eligible Director on allotment of the shares with transfer
restrictions (the “Allotment Agreement”) that includes the terms and conditions described below, for issuanceand disposal of shares of the Company’s common stock.
(1) Restriction period
Eligible Directors must not transfer, create a security interest on, or dispose of in any other way shares of
the Company’s common stock allotted under the Allotment Agreement (the “Allotted Shares”), for a period
predetermined by the Board of Directors of the Company that comes between three (3) years and five (5)years from the day the shares are allotted under the Allotment Agreement (the “Restriction Period”). The
restrictions described in the preceding sentence shall hereinafter be referred to as the Transfer Restrictions.
(2) Treatment at the time of retirement
In the event that a Eligible Director retires from any position as a Director of the Company or its
subsidiaries, Executive Officer not concurrently serving as the Company’s Board of Director, Corporate
Auditor, employee, Counselor, Advisor, or any equivalent thereof before the Restriction Period expires, theCompany shall automatically acquire the Allotted Shares without consideration, except in the case of the
expiration of the term of office, death, or any other justifiable reason for such retirement.
(3) Lifting of Transfer Restrictions
The Company shall lift the Transfer Restrictions for all Allotted Shares upon expiration of the Restriction
Period, on the condition that the Eligible Director has been in the positions set out in (2) above throughout the
Restriction Period. However, if the Eligible Director retires or resigns from any of the positions stipulated in(2) above prior to the expiration of the Restriction Period due to the expiration of his or her term of office,death or any other justifiable reason, the number of the Allotted Shares whose Transfer Restrictions are to belifted and the timing of the lifting shall be adjusted as necessary to a reasonable extent. The Company shall
automatically acquire without consideration the Allotted Shares that remain under the Transfer Restrictions
immediately after the lifting of the Transfer Restrictions implemented pursuant to the aforementioned
provision.

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(4) Treatment during reorganization
Notwithstanding the provision of above (1), when matters relating to a merger agreement whereby theCompany becomes the disappearing company, a share exchange agreement or share transfer plan whereby theCompany becomes a wholly owned subsidiary, or other reorganization are approved by the Annual General
Meeting of Shareholders of the Company (or by the Board of Directors of the Company where thereorganization is not subject to approval by the Annual General Meeting of Shareholders of the Company)
during the Restriction Period, the Company shall lift the Transfer Restrictions on the Allotted Shares in thenumber reasonably determined in consideration of the period from the start date of the Restriction Period tothe day of approval of the reorganization, by means of a resolution of the Board of Directors of the Company,prior to the effective date of the reorganization. In the case as provided above, the Company shall
automatically acquire without consideration the Allotted Shares on which the Transfer Restrictions have notbeen lifted as of the time immediately after the Transfer Restrictions were lifted.
(5) Other matters
Any other matters relating to the Allotment Agreement shall be decided by the Board of Directors of theCompany.

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